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                                                                    Exhibit 10.1


                      REGULATION S STOCK PURCHASE AGREEMENT

                              Dated March 10, 2004

                                 by and between

                          LASERLOCK TECHNOLOGIES, INC.

                                       and

                           CALIFORNIA SECURITIES S.A.




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         Regulation S Stock Purchase Agreement, dated as of March 10, 2004
between LaserLock Technologies, Inc., a Nevada corporation having offices at 837
Lindy Lane, Bala Cynwyd, Pennsylvania 19004 (the "Company"), and California
Securities S.A., located at 47th Street, Bella Vista Ed. Aquarius, Ste. 4B
Panama, Republic of Panama. (the "Purchaser"). The Company and the Purchaser,
intending to be bound and for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, covenant and agree as follows:

Definitions:

         The "Company" means LaserLock Technologies, Inc., a corporation
organized under the laws of the State of Nevada.

         "Purchaser" means California Securities S.A., a Panamanian business
company.

         "Purchase Notice" means a written or an electronic notice from the
Purchaser to the Company of its binding, irrevocable commitment to purchase a
specific number of Shares in an exempt transaction subject to Regulation S. The
Purchase Notice shall set forth the closing date desired by Purchaser, the
number of Shares to be purchased with respect to each date (a "Purchase Date")
covered by the Purchase Notice (which shall be the same date or dates on which
Shares were sold by or on behalf of Purchaser to third parties), the Share Price
as of the trading day immediately preceding each Purchase Date, the proposed
Purchase Price per Share on each Purchase Date, the proposed aggregate Purchase
Price for all Shares covered by the Purchase Notice, the number of Share
certificates to be issued, and the number of Shares represented by each Share
certificate.

         "Purchase Price" means an amount calculated by multiplying .30 times
the Share Price, calculated as of the trading day immediately preceding each
Purchase Date.

         "Regulation S" shall mean Regulation S and the related Rules
promulgated by the SEC pursuant to the Securities Act as an exemption from
registration.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "Shares" means shares of common stock of the Company and "Share" means
a single share of common stock of the Company.

         "Share Price" means the closing bid price (if traded on the OTCBB) or
the closing price (if traded on the American Stock Exchange, or on such other
United States stock exchange or public trading market on which the Shares
trade).

         "United States" means the United States of America, its territories and
possessions, any State of the United States and the District of Columbia.



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                       PURCHASE, SALE AND TERMS OF SHARES

                  Purchase and Sale. In consideration of and in express reliance
                           upon the representations, warranties, covenants,
                           terms and conditions of this Agreement, the Company
                           agrees to sell to the Purchaser in an "offshore
                           transaction" as defined by Regulation S, and the
                           Purchaser agrees to purchase, subject to the
                           conditions hereinafter set forth, up to Twenty
                           Million (20,000,000) Shares of the Company, subject
                           to Section 1.4.

                  Closing. The Closing of each purchase of Shares hereunder will
                           occur as described in this Section 1.2. On or before
                           the proposed closing date specified in the Purchase
                           Notice (which shall not be less than two business
                           days after receipt by the Company of a Purchase
                           Notice for Shares), the Company will deliver stock
                           certificates representing such Shares in the name of
                           Purchaser (collectively "Certificate") at its office
                           in Panama, located at LABS, 47th Street, Bela Vista
                           Ed. Aquarius, Ste. 4B Panama, Republic of Panama, to
                           be held in escrow by Philip T. Powers, as custodian
                           (the "Custodian") pursuant to a written agreement
                           with Purchaser pending delivery to the Company of the
                           Purchase Price for such Shares. Purchaser will pay
                           the Purchase Price for the Shares to be purchased
                           pursuant to such Purchase Notice by wire transfer to
                           the Company of immediately available funds within
                           three (3) business days after receipt of the Share
                           certificates by the Custodian, at which time the
                           Custodian shall release the Share certificates as
                           directed by the Purchaser. The foregoing to the
                           contrary notwithstanding, the Custodian shall hold
                           the Certificate for the benefit of Purchaser and any
                           individuals purchasing from Purchaser for the
                           duration of the "Distribution Compliance Period" (as
                           defined by Rule 902(f) to Regulation S). Purchaser
                           will receive a one-time fee of US$500 to act as
                           custodian for all Certificates issued to Purchaser
                           pursuant to this Agreement. Purchaser may use the
                           offices of Philip T. Powers, an attorney, located at
                           60 W. Randolph St., Chicago, IL USA, as disbursement
                           agent and custodian for the benefit of the parties.
                           All reasonable out-of-pocket expenses incurred by
                           Purchaser or the disbursement agent in connection
                           with the purchase and sale of Shares including, but
                           not limited to, courier fees, wire transfer fees,
                           stock transfer agent fees and any charge by custodian
                           or the disbursement shall be born by the Company and
                           deducted from the Purchase Price.

                  Floor Price. The Purchaser shall have no obligation to
                           present a Purchase Notice and the Company shall have
                           no obligation to accept and honor a Purchase Notice
                           received from Purchaser for Shares purchased on a day
                           when the Purchase Price for such day was based on a
                           Share Price that was less than $0.20 per share or as
                           may be specified by the Company by notice to the
                           Purchaser from time to time ("Floor Price").

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                  Delivery of Purchase Notice; Term. Purchaser shall have until
                           5 p.m. Eastern time on May 31, 2004 to deliver one or
                           more Purchase Notices to the Company at its offices
                           at which time this Agreement shall terminate, unless
                           extended in writing by the parties. A Purchase Notice
                           may be for all or a part of the Shares described in
                           Section 1.1 above. Purchaser may deliver more than
                           one Purchase Notice; provided, however, that the
                           number of shares purchased pursuant to all Purchase
                           Notices shall not exceed the number of available
                           Shares described in Section 1.1. Anything herein to
                           the contrary notwithstanding, any Purchase Notice
                           accepted by the Company after the end of the term of
                           this Agreement shall be governed by the terms of this
                           Agreement as if it was timely delivered.

                  Covenant of Best Efforts. The Purchaser agrees to use its best
                           efforts to purchase up to 20,000,000 Shares between
                           the date hereof and May 31, 2004 ("Best Efforts
                           Period"), subject Section 1.4. Purchaser shall only
                           be obligated and liable to purchase the number of
                           Shares set forth in each Purchase Notice.


           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

         The Purchaser represents and warrants to, and agrees with, the Company
as follows, which representations and warranties shall be true and correct, and
which agreements to the extent possible shall have been performed, in all
material respects on the date on which the Purchaser delivers each Purchase
Notice and on the date of each closing of the purchase of the Shares:

                  Access to Information. The Purchaser, in making the decision
                           to purchase the Shares, has relied upon the
                           representations and warranties contained in this
                           Agreement as well as independent investigations made
                           by it and/or its representatives, if any. The
                           Purchaser and/or its representatives during the
                           course of this transaction, and prior to the purchase
                           of any Shares, has had the opportunity to ask
                           questions of and receive answers from the management
                           of the Company concerning the business of the Company
                           and to receive any additional information, documents,
                           records and books relative to the business, assets,
                           financial condition, results of operations and
                           liabilities (contingent or otherwise) of the Company.
                           Purchaser acknowledges that it has reviewed the SEC
                           Filings (as hereinafter defined).

                  Sophistication and Knowledge. The Purchaser and/or its
                           representatives has such knowledge and experience in
                           financial and business matters that the Purchaser can
                           represent itself and is capable of evaluating the
                           merits and risks of the purchase of the Shares. The
                           Purchaser is not relying on the Company with respect
                           to the tax and other economic considerations of an
                           investment in the Shares, and the Purchaser has
                           relied on the advice of, or has consulted with, only
                           the Purchaser's own advisor(s). The Purchaser
                           represents that it has not been organized for the
                           purpose of acquiring the Shares.

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                  Lack of Liquidity. The Purchaser acknowledges that the
                           purchase of the Shares involves a high degree of risk
                           and further acknowledges that it can bear the
                           economic risk of the purchase of the Shares,
                           including the total loss of its investment. The
                           Purchaser acknowledges and understands that the
                           Shares may not be sold to a U.S. Person (as
                           hereinafter defined) or into the United States for a
                           period of one (1) year from the date of purchase and
                           that Purchaser or (to the Purchaser's knowledge) the
                           third party to whom the Purchaser sells such Shares
                           has no present need for liquidity in connection with
                           its purchase of the Shares.

                  No Public Solicitation. The Purchaser is not subscribing
                           for the Shares as a result of or subsequent to any
                           advertisement, article, notice or other communication
                           published in any newspaper, magazine or similar media
                           or broadcast over television or radio, or presented
                           at any seminar or meeting, or any solicitation of a
                           subscription by a person not previously known to the
                           Purchaser in connection with investments in
                           securities generally. Neither the Company nor the
                           Purchaser nor any person acting on behalf of either
                           of them has engaged or will engage in any "Directed
                           Selling Efforts in the U.S." as defined by Regulation
                           S with respect to the Shares purchased hereby.

                  Organization and Standing. The Purchaser has been duly
                           incorporated and is validly existing and in good
                           standing under the laws of the Republic of Panama and
                           has the requisite corporate power and authority
                           necessary to own its properties and to conduct its
                           business as presently conducted, to deliver this
                           Agreement and all other agreements required to be
                           executed by the Purchaser in connection with
                           performance under this Agreement (collectively, the
                           "Ancillary Agreements", and collectively with this
                           Agreement, the "Transaction Documents"), to purchase
                           the Shares and to carry out the provisions of, and
                           otherwise perform its obligations under, the
                           Transaction Documents.

                  Authority for Agreement. The execution and delivery by the
                           Purchaser of the Transaction Documents, and the
                           performance by the Purchaser of its obligations
                           thereunder, have been duly and validly authorized by
                           all requisite corporate action on the part of the
                           Purchaser. The Transaction Documents, when executed
                           and delivered, will be legally valid and binding
                           obligations of the Purchaser, enforceable against the
                           Purchaser in accordance with their terms, except as
                           limited by applicable bankruptcy, insolvency,
                           reorganization, moratorium or other laws of general
                           application affecting enforcement of creditors'
                           rights, and general principles of equity that
                           restrict the availability of equitable remedies. The

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                           execution and delivery of the Transaction Documents
                           by the Purchaser and the performance by the Purchaser
                           of its obligations thereunder do not, as of the date
                           hereof, (i) conflict with or violate the provisions
                           of the Purchaser's Charter or Bylaws, (ii) require on
                           the part of the Purchaser any filing with, or any
                           permit, authorization, consent or approval of, any
                           governmental entity or regulatory body (a
                           "Governmental Entity"), (iii) conflict with, result
                           in a breach of, constitute (with or without due
                           notice or lapse of time or both) a default under,
                           result in the acceleration of, create in any party
                           the right to accelerate, terminate, modify or cancel,
                           or require any notice, consent or waiver under, any
                           contract, lease, sublease, license, sublicense,
                           franchise, permit, indenture, agreement or mortgage
                           for borrowed money, instrument of indebtedness, lien,
                           encumbrance or other arrangement to which the
                           Purchaser is a party or by which the Purchaser is
                           bound or to which its assets are subject, (iv) result
                           in the imposition of any security interest upon any
                           assets of the Purchaser or (v) violate or contravene
                           any United States federal, Panama corporate or
                           applicable state statute, rule or regulation
                           applicable to the Purchaser or any order, writ,
                           judgment, injunction, decree, determination or award.

                  Governmental Approval. No consent, approval, order or
                           authorization of, or registration, qualification,
                           designation, declaration or filing with, any
                           Governmental Entity is required on the part of the
                           Purchaser in connection with the execution and
                           delivery of the Transaction Documents, the purchase
                           and receipt of the Shares, any sale of Shares by the
                           Purchaser or any other transaction contemplated by
                           this Agreement.

                  Brokers or Finders. No person has or will have, as a result
                           of the transactions contemplated by this Agreement,
                           any right, interest or valid claim against or upon
                           the Company for any commission, fee or other
                           compensation as a finder or broker because of any act
                           or omission by Purchaser or its respective agents.

                  Requirements for Transfer. Purchaser agrees that it will not
                           transfer the Shares, and also agrees for itself and
                           any subsequent holder of the Shares that the Company
                           may refuse to transfer the shares on its books unless
                           the transferee executes a representation letter in a
                           form reasonably acceptable to the Company.

                  Compliance with Local Laws. The Purchaser will only make
                           offers and sales of the Shares during the
                           "Distribution Compliance Period" as defined by Rule
                           902(f) of Regulation S to persons permitted to
                           purchase such Shares in "offshore transactions" as
                           defined by Regulation S and in reliance upon
                           Regulation S. Further, any such sale of the Shares in
                           any jurisdiction outside of the United States will be
                           made in compliance with the securities laws and any
                           other applicable laws to such transactions of such
                           jurisdiction. Purchaser will not offer to sell or
                           sell the Shares in any jurisdiction unless the
                           Purchaser obtains all required consents, if any. If
                           Purchaser engages a third party to sell such Shares,
                           the Purchaser shall provide a copy of a
                           representation letter from such third party to the
                           Company, which confirms such third party's (i)
                           qualification to sell such Shares in such
                           jurisdiction and (ii) continued compliance with all
                           local and foreign laws, rules and regulations which
                           relate to the sale of such Shares. Such
                           representation letter shall be in a form acceptable
                           to the Company and substantially similar to the form
                           of representation letter attached hereto as Annex
                           2.10.

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                   Regulation S Exemption. The Purchaser understands that the
                           Shares are being offered and sold to it in reliance
                           on an exemption from the registration requirements of
                           United States federal and state securities laws under
                           Regulation S and that the Company is relying upon the
                           truth and accuracy of the representations,
                           warranties, agreements, acknowledgments and
                           understandings of the Purchaser set forth herein in
                           order to determine the applicability of such
                           exemptions and the suitability of the Purchaser to
                           acquire the Shares. In this regard, the Purchaser
                           represents, warrants and agrees that:

The Purchaser is not a U.S. Person (as defined below and as defined by
     Regulation S) and is not an "affiliate" (as defined by Rule 501(b) under
     the Securities Act) of the Company. The Purchaser is not acquiring the
     Shares for the account of or benefit of any U.S. Person. A U.S. Person
     means any one of the following:

     any natural person resident in the United States;

     any partnership or corporation organized or incorporated under the laws of
          the United States;

     any estate of which any executor or administrator is a U.S. person;

     any trust of which any trustee is a U.S. person;

     any agency or branch of a foreign entity located in the United States;

     any non-discretionary account or similar account (other than an estate or
          trust) held by a dealer or other fiduciary for the benefit or account
          of a U.S. person;

     any discretionary account or similar account (other than an estate or
          trust) held by a dealer or other fiduciary organized, incorporated or
          (if an individual) resident in the United States; and

     any partnership or corporation if:

organized or incorporated under the laws of any foreign jurisdiction; and

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formed by a U.S. person principally for the purpose of investing in securities
     not registered under the Securities Act, unless it is organized or
     incorporated, and owned, by "accredited investors" (as defined by Rule
     501(a) under the Securities Act) who are not natural persons, estates or
     trusts.

At the time of the origination of contact concerning this Agreement and the
     date of the execution and delivery of this Agreement, the Purchaser was
     outside of the United States and any person acting on its behalf reasonably
     believes that the Purchaser is outside of the United States.

The Purchaser will not, during the period commencing on the date of issuance of
     the Shares and ending on the first anniversary of such date, or such
     shorter period as may be permitted by Regulation S or other applicable
     securities law (the "Distribution Compliance Period"), offer, sell, pledge
     or otherwise transfer the Shares in the United States, or to a U.S. Person
     for the account or for the benefit of a U.S. Person, or otherwise in a
     manner that is not in compliance with Regulation S.

The Purchaser will, after expiration of the Distribution Compliance Period,
     offer, sell, pledge or otherwise transfer the Shares only pursuant to
     registration under the Securities Act or an available exemption therefrom,
     and in accordance with all applicable U.S. federal, state and foreign
     securities laws. Without limiting the foregoing, the Purchaser will not, in
     connection with its resale of the Shares, make any untrue statement of a
     material fact or omit to state any material fact necessary to make the
     statements made, in light of the circumstances under which they were made,
     not misleading. Purchaser agrees that, in connection with its resale of
     Shares, it will provide to the persons who purchase Shares no information
     regarding the Company that is not contained in the SEC Filings or written
     materials approved in advance in writing by the Company.

The Purchaser has not engaged in, and prior to the expiration of the
     Distribution Compliance Period will not engage in, any short selling of or
     any hedging transaction with respect to the Shares, including without
     limitation, any put, call or other option transaction, option writing or
     equity swap.

Neither the Purchaser nor any person acting on its behalf has engaged, nor will
     engage, in any directed selling efforts to a U.S. Person with respect to
     the Shares and the Purchaser and any person acting on its behalf have
     complied and will comply with the "offering restrictions" as defined by
     Regulation S.

     All offers and sales of the securities prior to the expiration of the
          Distribution Compliance Period shall be made in

accordance with the provisions of Regulation S;

pursuant to registration of the securities under the Securities Act, as amended;
     or


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pursuant to an available exemption from the registration requirements of the
     Securities Act.

     Purchaser also agrees not to engage in hedging transactions with regard to
          such securities prior to the expiration of the Distribution Compliance
          Period.

The transactions contemplated by this Agreement have not been pre-arranged with
     a buyer located in the United States or with a U.S. Person, and are not
     part of a plan or scheme to evade the registration requirements of the
     Securities Act.

All offering material and documents (other than press releases) used in
     connection with offers and sales of the securities prior to the expiration
     of the distribution compliance shall contain statements to the effect that
     the securities have not been registered under the Securities Act.

Neither the Purchaser nor any person acting on its behalf has undertaken or
     carried out any activity for the purpose of, or that could reasonably be
     expected to have the effect of, conditioning the market in the United
     States, its territories or possessions, for any of the Shares. The
     Purchaser agrees not to cause any advertisement of the Shares to be
     published in any newspaper or periodical or posted in any public place and
     not to issue any circular relating to the Shares, except such
     advertisements that include the statements required by Regulation S, and
     only offshore and not in the U.S. or its territories, and only in
     compliance with any local applicable securities laws.

Each certificate representing the Shares shall be endorsed with the following
     legends, or substantially similar legends, in addition to any other legend
     required to be placed thereon by applicable federal or state corporate or
     securities laws:

                                A. "THE SHARES ARE BEING OFFERED TO INVESTORS
                           WHO ARE NOT U.S. PERSONS (AS DEFINED BY REGULATION S
                           UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE
                           SECURITIES ACT")) AND WITHOUT REGISTRATION WITH THE
                           UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION
                           S PROMULGATED UNDER THE SECURITIES ACT."

                                B. "TRANSFER OF THESE SHARES IS PROHIBITED,
                           EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
                           REGULATION S, PURSUANT TO REGISTRATION UNDER THE
                           SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION
                           FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE
                           CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
                           ACT."

                                C. "THE SHARES REPRESENTED BY THIS CERTIFICATE
                           HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                           1933. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
                           AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
                           HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
                           REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE
                           SECURITIES ACT OF 1933, UNLESS, IN THE OPINION (WHICH
                           SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE
                           CORPORATION) OF COUNSEL SATISFACTORY TO THE
                           CORPORATION, SUCH REGISTRATION IS NOT REQUIRED."

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                                D. "THE SHARES REPRESENTED BY THIS CERTIFICATE
                           ARE FURTHER SUBJECT TO RESTRICTIONS SET FORTH IN A
                           REGULATION S STOCK PURCHASE AGREEMENT AMONG THE
                           COMPANY AND CERTAIN HOLDERS OF ITS COMMON STOCK.
                           COPIES OF THIS AGREEMENT ARE ON FILE WITH THE
                           SECRETARY OF THE COMPANY."

The Purchaser consents to the Company making a notation on its records or
     giving instructions to any transfer agent of the Company in order to
     implement the restrictions on transfer of the Shares set forth in this
     Section 2.5.


                            COVENANTS OF THE COMPANY

                  Operations. From and after the date hereof through the final
                           purchase of the Shares, the Company will operate only
                           in the ordinary course of business.

                  Inspection. The Company shall permit authorized
                           representatives of the Purchaser to visit and inspect
                           any of the properties of the Company, including its
                           books of account (and to make copies thereof and take
                           extracts there from), and to discuss its affairs,
                           finances and accounts with its officers, employees,
                           independent accountants, consultants and attorneys,
                           all at such reasonable times and as often as may be
                           reasonably requested.

                  Share Registry; Removal of Legend. The Company consents to
                           Purchaser reselling Shares and to recording the
                           ownership of such shares in book entry form,
                           provided, however, that all such sales are conducted
                           in full compliance with Regulation S and all
                           applicable U.S. federal, state and foreign law or
                           regulation, and the Company and its transfer agent
                           are advised of the identity of each subsequent
                           purchaser. Purchaser or bona fide transferees of
                           Purchaser may request certification of Shares at any
                           time and the Company will instruct its transfer agent
                           to cooperate in this regard. Shares for which the
                           Regulation S Distribution Compliance Period and 144
                           Restricted Period (as defined by the Securities Act)
                           has expired shall be delivered free of any Regulation
                           S and 144 legend, provided that the Purchaser or
                           holder of such Shares provides the Company and its
                           counsel with such customary representations as may be
                           reasonably requested in connection with the
                           preparation and delivery to the Company's transfer
                           agent of any required legal opinion.

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                  Press Release; Filing Form 10Q-SB with the SEC. The Company
                           acknowledges that the successful completion of this
                           transaction will require the Company to include
                           information about the transaction in its next Form
                           10Q-SB filed with the SEC. The Company agrees to
                           provide the Purchaser or its counsel with a draft of
                           that portion of any press release that discusses this
                           Agreement or the sale of shares pursuant to this
                           Agreement at least three (3) days prior to
                           publication or filing.

                  Communications. The Company will first communicate with the
                           Purchaser or its authorized representative, A-Street
                           Capital Corp., before attempting to contact any third
                           party engaged by the Purchaser with regard to the
                           sale of Shares pursuant to this Agreement.


                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to the Purchaser as follows, which
representations and warranties shall be true and correct in all material
respects on the date of each closing of the purchase of the Shares:

                  Organization and Standing. The Company has been duly
                           incorporated and is validly existing and in good
                           standing under the laws of the State of Nevada and
                           has the requisite corporate power and authority
                           necessary to own its properties and to conduct its
                           business as presently conducted, to deliver this
                           Agreement and all other agreements required to be
                           executed by the Company in connection with
                           performance under this Agreement and the Transaction
                           Documents, to issue and sell the Shares and to carry
                           out the provisions of the Transaction Documents. The
                           Company is duly qualified to transact business as a
                           foreign corporation and is in good standing in every
                           jurisdiction in which the failure to so qualify would
                           have a material adverse effect on the operations or
                           financial condition of the Company.

                  Authority for Agreement. The execution and delivery by the
                           Company of the Transaction Documents, and the
                           performance by the Company of its obligations
                           thereunder, have been duly and validly authorized by
                           all requisite corporate action on the part of the
                           Company. The Transaction Documents, when executed and
                           delivered, will be legally valid and binding
                           obligations of the Company, enforceable against the
                           Company in accordance with their terms, except as
                           limited by applicable bankruptcy, insolvency,
                           reorganization, moratorium or other laws of general

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                           application affecting enforcement of creditors'
                           rights, and general principles of equity that
                           restrict the availability of equitable remedies. To
                           the Company's knowledge, the execution and delivery
                           of the Transaction Documents by the Company and the
                           performance by the Company of its obligations
                           thereunder do not, as of the date hereof, (i)
                           conflict with or violate the provisions of the
                           Company's Articles of Incorporation or Bylaws, each
                           as amended, (ii) require on the part of the Company
                           any filing with, or any permit, authorization,
                           consent or approval of, any U.S. federal or state
                           Governmental Entity, (iii) conflict with, result in a
                           breach of, constitute (with or without due notice or
                           lapse of time or both) a default under, result in the
                           acceleration of, create in any party the right to
                           accelerate, terminate, modify or cancel, or require
                           any notice, consent or waiver under, any material
                           contract, lease, sublease, license, sublicense,
                           franchise, permit, indenture, agreement or mortgage
                           for borrowed money, instrument of indebtedness, lien,
                           encumbrance or other arrangement to which the Company
                           is a party or by which the Company is bound or to
                           which its assets are subject, (iv) result in the
                           imposition of any security interest upon any assets
                           of the Company or (v) violate or contravene any
                           United States federal, Nevada corporate or applicable
                           state statute, rule or regulation or any order, writ,
                           judgment, injunction, decree, determination or award
                           applicable to the Company, except, in the case of
                           subsections (ii), (iii), (iv) or (v), for any such
                           items that would not have a material adverse effect
                           on the operations or financial condition of the
                           Company.

                  Securities Law Filings, Etc. The Company has previously
                           furnished to the Purchaser the Company's filings with
                           the SEC as follows: (i) all filings made with the SEC
                           on or after January 1, 2003 (the "SEC Filings"). The
                           SEC Filings, as of the date of the filing thereof
                           with the SEC, complied in all material respects with
                           the provisions of the Securities Exchange Act of 1934
                           (the "Exchange Act"), and in each case the rules and
                           regulations promulgated thereunder, and none of such
                           filings contained any untrue statement of a material
                           fact or omitted to state any material fact required
                           to be stated therein or necessary to make the
                           statements therein, in light of the circumstances
                           under which they were made, not misleading.

                  Capitalization and Issuances of Stock. As of December 31,
                           2003, the Company has authorized and outstanding
                           capital stock as set forth on Schedule 4.4. All
                           outstanding shares of capital stock of the Company
                           are duly authorized, validly issued and outstanding,
                           fully paid and nonassessable. Except as set forth in
                           the Schedule 4.4: (i) there are no outstanding
                           options, stock subscription agreements, warrants or
                           other rights permitting or requiring the Company or
                           others to purchase or acquire any shares of capital
                           stock or other equity securities of the Company; (ii)
                           there are no securities issued or outstanding which
                           are convertible into or exchangeable for any of the
                           foregoing and there are no contracts, commitments or
                           understandings, whether or not in writing, to issue

                                       11
<PAGE>

                           or grant any such option, warrant, right or
                           convertible or exchangeable security; (iii) there are
                           no shares of stock or other securities of the Company
                           reserved for issuance for any purpose; and (iv) there
                           are no voting trusts or other contracts, commitments,
                           understandings, arrangements or restrictions of any
                           kind with respect to the ownership, voting or
                           transfer of shares of stock or other securities of
                           the Company to which the Company or, to the best of
                           the Company's knowledge, any stockholder of the
                           Company is a party, including without limitation, any
                           preemptive rights, rights of first refusal, proxies
                           or similar rights. The issued and outstanding shares
                           of capital stock of the Company conform to all
                           statements in relation thereto contained in the SEC
                           Filings, and the SEC Filings describe all material
                           terms and conditions thereof. To the Company's
                           knowledge, all issuances by the Company of its
                           securities were exempt from registration under the
                           Securities Act and any applicable state securities
                           laws or were issued pursuant to a registration
                           statement declared effective by the SEC under the
                           Securities Act and which registration statement was
                           available for the sale of the type of securities sold
                           thereunder.

                  Subsidiaries. The Company has no operating subsidiaries.

                  Issuance of Securities. The issuance, sale and delivery of the
                           Shares in accordance with this Agreement, have been,
                           or will be on or prior to the Closing, duly
                           authorized, and the Shares reserved for issuance by
                           all necessary corporate action on the part of the
                           Company. The Shares, when issued, sold, delivered and
                           paid for in accordance with the provisions of this
                           Agreement will be duly and validly issued, fully paid
                           and non-assessable, and will be free of all liens,
                           charges, claims, encumbrances and restrictions on
                           transfer other than the restrictions on transfer
                           under the Transaction Documents and under applicable
                           state and federal securities laws.

                  Governmental Consents. No consent, approval, order or
                           authorization of, or registration, qualification,
                           designation, declaration or filing with, any U.S.
                           federal or state Governmental Entity is required on
                           the part of the Company in connection with the
                           execution and delivery of the Transaction Documents,
                           the offer, issue, sale and delivery of the Shares or
                           the other transactions to be consummated as
                           contemplated by this Agreement, except qualifications
                           or filings under the Securities Act and other
                           applicable state securities laws which qualifications
                           or filings, if required, will be obtained or made and
                           will be effective within the time periods required by
                           law.

                  Offering Exemption. Assuming the accuracy of the
                           representations and warranties made by the Purchaser,
                           the offer, sale and issuance of the Shares to the
                           Purchaser will be exempt from the registration
                           requirements of the Securities Act and will have been
                           registered or qualified (or are exempt from
                           registration and qualification) under the
                           registration, permit or qualification requirements of
                           all applicable state securities laws. Neither the
                           Company nor any agent on its behalf has solicited or
                           will solicit any offers to sell or has offered to
                           sell or will offer to sell all or any part of the
                           Shares to any person or persons so as to bring the
                           sale of such Shares by the Company within the
                           registration provisions of the Securities Act or any
                           state securities laws.

                                       12
<PAGE>

                  Litigation. There is no action, suit, proceeding or
                           investigation pending or, to the Company's knowledge,
                           currently threatened, against the Company, except as
                           described in the SEC Filings or Schedule 4.9 hereto.
                           The Company is not aware of any basis for any of the
                           foregoing or any intent on its part to initiate any
                           of the foregoing.

                  Financial Statements.  [Reserved]

                  Absence of Liabilities. Except as set forth in Schedule 4.11,
                           the Company has no material liabilities, contingent
                           or otherwise, other than (i) liabilities incurred in
                           the ordinary course of business subsequent to
                           September 30, 2003, that individually or in the
                           aggregate are not material to the financial condition
                           or operating results of the Company, and (ii)
                           obligations not required under generally accepted
                           accounting principles to be reflected in the
                           Financial Statements.

                  Taxes. The Company has paid all taxes due as of the date
                           hereof. The Company has filed or has obtained
                           presently effective extensions with respect to all
                           Federal, state, county, local and foreign tax returns
                           (collectively, "Tax Returns") that the Company is
                           required to file. The Tax Returns were true and
                           correct in all material respects when filed, and all
                           taxes shown thereon to be due have been paid, with
                           any exceptions permitted by any taxing authority not
                           having a materially adverse effect on the Company. No
                           material penalties or other charges are or will
                           become due with respect to any such Tax Returns as
                           the result of the late filing thereof. The Company
                           has either paid or established in the Financial
                           Statements adequate reserves for the payment of all
                           such taxes due or claimed to be due by any taxing
                           authority in connection with any such Tax Returns.
                           None of the Company's federal income tax returns have
                           been audited by the Internal Revenue Service, and no
                           controversy with respect to taxes of any type is
                           pending or, to the knowledge of the Company,
                           threatened. The Company has withheld or collected
                           from each payment made to its employees the amount of
                           all taxes required to be withheld or collected
                           therefrom and has paid all such amounts to the
                           appropriate taxing authorities when due. Neither the
                           Company nor, to the Company's knowledge, any of its
                           stockholders on behalf of the Company has ever filed
                           (i) an election pursuant to Section 1362 of the
                           Internal Revenue Code of 1986, as amended (the
                           "Code"), that the Company be taxed as an S
                           Corporation, or (ii) a consent pursuant to Section
                           341(f) of the Code relating to collapsible
                           corporations.

                                       13
<PAGE>

                  Property and Assets. The Company has good title to, or a valid
                           leasehold interest in, all of its material properties
                           and assets, including all properties and assets
                           reflected in the Financial Statements. None of such
                           properties or assets is subject to any mortgage,
                           pledge, lien, security interest, lease, charge or
                           encumbrance other than those the material terms of
                           which are described in the Financial Statements. The
                           Company does not own any real estate. All personal
                           property of the Company is in good operating
                           condition and repair (ordinary wear and tear and
                           routinely scheduled maintenance excepted) and is
                           suitable and adequate for the uses for which it is
                           intended or is being used.

                  Intellectual Property. To the Company's knowledge, the Company
                           owns, or has the right to use, free and clear of all
                           liens, charges, claims and restrictions, all patents,
                           patent applications, trademarks, service marks,
                           trademark and service mark applications, trade names,
                           copyrights and licenses presently owned or held by
                           the Company or employed or proposed to be employed by
                           it in its business as now conducted or proposed to be
                           conducted, as well as any agreement under which the
                           Company has access to any confidential information
                           used by the Company in its business (the
                           "Intellectual Property Rights"). The Company has not
                           received any communications alleging that the Company
                           has violated any of the patents, trademarks, service
                           marks, trade names, copyrights, licenses, trade
                           secrets or other proprietary rights of any other
                           person or entity ("Third-Party Intellectual Property
                           Rights"), and to the Company's knowledge the business
                           proposed by the Company will not cause the Company to
                           infringe or violate any Third Party Intellectual
                           Property Rights. The Company is not aware of any
                           violation by any third party of any Intellectual
                           Property Rights of the Company or of any defects in
                           the title thereto. The Company is not aware that any
                           employee is obligated under any contract (including
                           any license, covenant or commitment of any nature) or
                           other agreement, or subject to any judgment, decree
                           or order of any court or administrative agency, that
                           would conflict or interfere with: (i) the performance
                           of such employee's duties as an officer, employee or
                           director of the Company; (ii) the use of such
                           employee's best efforts to promote the interests of
                           the Company; or (iii) the Company's business as
                           conducted.

                  Compliance. The Company has, in all material respects,
                           complied with all laws, regulations and orders
                           applicable to its business and has all material
                           permits and licenses required thereby. To the
                           Company's knowledge, no employee of the Company is in
                           violation in any material respect of any contract or
                           covenant (either with the Company or with another
                           entity) relating to employment, patent, other
                           proprietary information disclosure, non-competition,
                           or non-solicitation.

                                       14
<PAGE>

                  Employees. All employees of the Company who have access to
                           confidential or proprietary information of the
                           Company have executed and delivered nondisclosure
                           agreements, and all of such agreements are in full
                           force and effect. Except as set forth on Schedule
                           4.16, the Company is not aware that any employee of
                           the Company has plans to terminate his or her
                           employment relationship with the Company. The Company
                           has complied in all material respects with all
                           applicable laws relating to wages, hours, equal
                           opportunity, collective bargaining, workers'
                           compensation insurance and the payment of social
                           security and other taxes. None of the employees of
                           the Company is represented by any labor union, and
                           there is no labor strike or other labor trouble
                           (including, without limitation, any organizational
                           drive) pending or, to the knowledge of the Company,
                           threatened with respect to the Company.

                  Environmental and Safety Matters. To the Company's knowledge,
                           the Company is not in material violation of any
                           applicable environmental law, and to its knowledge,
                           no material expenditures are or will be required in
                           order to comply with any such environmental law.

                  Books and Records. The books of account, ledgers, order
                           books, records and documents of the Company
                           accurately and completely reflect all material
                           information relating to the business of the Company,
                           the location and collection of its assets, and the
                           nature of all transactions giving rise to the
                           obligations or accounts receivable of the Company.

                  Brokers or Finders. The Company has not agreed to incur,
                           directly or indirectly, any liability for brokerage
                           or finders' fees, agents' commissions or other
                           similar charges in connection with the Transaction
                           Documents or any of the transactions contemplated
                           hereby or thereby.

                  Disclosures. The Company has provided the Purchaser with all
                           information requested by the Purchaser in connection
                           with its decision to purchase the Shares. None of the
                           information provided to the Purchaser or its agents
                           by the Company pursuant to this Agreement, any
                           Exhibit hereto, the Transaction Documents, or any
                           report, certificate or instrument furnished to the
                           Purchaser or its agents in connection with the
                           transactions contemplated by this Agreement, when
                           read together, contains or will contain any material
                           misstatement of fact or omits to state a material
                           fact necessary to make the statements contained
                           herein or therein not misleading.

                                       15
<PAGE>


                               REGISTRATION RIGHTS

                  Piggy-Back Registrations. If at any time after the first
                           anniversary of the purchase of the Shares, the
                           Company shall determine to register for its own
                           account or the account of others under the Securities
                           Act (including pursuant to a demand for registration
                           of any stockholder of the Company) any of its equity
                           securities, other than on Form S-4 or Form S-8 or
                           their then equivalents relating to shares of Common
                           Stock to be issued solely in connection with any
                           acquisition of any entity or business or shares of
                           Common Stock issuable in connection with stock option
                           or other employee benefit plans, it shall send to
                           each holder of Registrable Shares who is entitled to
                           registration rights under this Section 5.1 written
                           notice of such determination and, if within fifteen
                           (15) days after such notice, such holder shall so
                           request in writing, the Company shall use its best
                           efforts to include in such registration statement all
                           or any part of the Registrable Shares such holder
                           requests to be registered, except that if in
                           connection with a public offering of the Company, the
                           managing underwriter shall impose a limitation on the
                           number of shares of such Common Stock which may be
                           included in the registration statement because, in
                           its judgment, such limitation is necessary to effect
                           an orderly public distribution, then the Company
                           shall be obligated to include in such registration
                           statement only such limited portion of the
                           Registrable Shares with respect to which such holder
                           has requested inclusion hereunder on a pro rata
                           basis.

                  "Registrable Shares" shall mean and include the Shares;
                  provided, however, that shares of Common Stock which are
                  Registrable Shares shall cease to be Registrable Shares upon
                  the first to occur of (i) the consummation of any sale
                  pursuant to a registration statement or Rule 144 under the
                  Securities Act, (ii) 90 days after the effectiveness of a
                  registration statement that includes such Registrable Shares,
                  (iii) the date when such Registrable Shares may be sold
                  without registration under the Securities Act pursuant to Rule
                  144(k) thereunder, or (iv) following the notice contemplated
                  by Section 5.1, fifteen (15) days after further notice to any
                  holder of Registrable Shares requesting each holder to furnish
                  to the Company any information reasonably requested by the
                  Company in connection with the preparation or filing of a
                  registration statement if such holder fails to provide such
                  information within such 15-day period.

                  Effectiveness. The Company will use its best efforts to
                           maintain the effectiveness for up to 90 days (or such
                           shorter period of time as the underwriters, if any,
                           need to complete the distribution of the registered
                           offering) of any registration statement pursuant to
                           which any of the Registrable Shares are being
                           offered, and from time to time will amend or
                           supplement such registration statement and the
                           prospectus contained therein to the extent necessary
                           to comply with the Securities Act and any applicable
                           state securities statute or regulation. The Company
                           will also provide each holder of Registrable Shares
                           with as many copies of the prospectus contained in
                           any such registration statement as it may reasonably
                           request.

                                       16
<PAGE>

                  Indemnification by the Company.

         In the event that the Company registers any of the Registrable Shares
              under the Securities Act, the Company will indemnify and hold
              harmless each holder and each underwriter of the Registrable
              Shares (including their officers, directors, affiliates and
              partners) so registered (including any broker or dealer through
              whom such shares may be sold) and each person, if any, who
              controls such holder or any such underwriter within the meaning of
              Section 15 of the Securities Act (each, an "Indemnified Person")
              from and against any and all losses, claims, damages, expenses or
              liabilities, joint or several, to which they or any of them become
              subject under the Securities Act, applicable state securities laws
              or under any other statute or at common law or otherwise, as
              incurred, and, except as hereinafter provided, will reimburse each
              such holder, each such underwriter and each such controlling
              person, if any, for any legal or other expenses reasonably
              incurred by them or any of them in connection with investigating
              or defending any actions whether or not resulting in any
              liability, as incurred, insofar as such losses, claims, damages,
              expenses, liabilities or actions arise out of or are based upon
              any untrue statement or alleged untrue statement of a material
              fact contained in the registration statement by which such
              Indemnified Person's Registrable Securities are registered, in any
              related preliminary or amended preliminary prospectus or in the
              related final prospectus (or such registration statement or
              prospectus as from time to time amended or supplemented by the
              Company in connection with offers or resales of such Indemnified
              Person's Registrable Securities) or arise out of or are based upon
              the omission or alleged omission to state therein a material fact
              required to be stated therein or necessary in order to make the
              statements therein not misleading, or any violation by the Company
              of any rule or regulation promulgated under the Securities Act or
              any state securities laws applicable to the Company and relating
              to action or inaction required of the Company in connection with
              such registration, unless (i) such untrue statement or alleged
              untrue statement or omission or alleged omission was made in such
              registration statement, preliminary or amended preliminary
              prospectus or final prospectus in reliance upon and in conformity
              with information furnished in writing to the Company in connection
              therewith by, or on behalf of, any such holder of Registrable
              Shares (in the case of indemnification of such holder), any such
              underwriter (in the case of indemnification of such underwriter)
              or any such controlling person (in the case of indemnification of
              such controlling person) expressly for use therein, or unless (ii)
              in the case of a sale directly by such holder of Registrable
              Shares (including a sale of such Registrable Shares through any
              underwriter retained by such holder of Registrable Shares to
              engage in a distribution solely on behalf of such holder of
              Registrable Shares), such untrue statement or alleged untrue
              statement or omission or alleged omission was contained in a
              preliminary prospectus and corrected in a final or amended
              prospectus copies of which were delivered to such holder of
              Registrable Shares or such underwriter on a timely basis, and such
              holder of Registrable Shares failed to deliver a copy of the final
              or amended prospectus at or prior to the confirmation for the sale
              of the Registrable Shares to the person asserting any such loss,
              claim, damage or liability in any case where such delivery is
              required by the Securities Act.

                                       17
<PAGE>

         Promptly after receipt by any holder of Registrable Shares, any
              underwriter or any controlling person of notice of the
              commencement of any action in respect of which indemnity may be
              sought against the Company, such holder of Registrable Shares, or
              such underwriter or such controlling person, as the case may be,
              will notify the Company in writing of the commencement thereof
              (provided, that failure by any such person to so notify the
              Company shall not relieve the Company from any liability it may
              have hereunder to any other person entitled to claim indemnity or
              contribution hereunder unless (and solely to the extent) the
              Company is thereby prejudiced) and, subject to the provisions
              hereinafter stated, the Company shall be entitled to assume the
              defense of such action (including the employment of counsel, who
              shall be counsel reasonably satisfactory to such holder of
              Registrable Shares, such underwriter or such controlling person,
              as the case may be), and the payment of expenses insofar as such
              action shall relate to any alleged liability in respect of which
              indemnity may be sought against the Company.

         In order to provide for just and equitable contribution to joint
              liability under the Securities Act in any case in which any holder
              of Registrable Shares exercising rights under this Article V or
              any controlling person of any such holder, makes a claim for
              indemnification pursuant to this Section 5.3 but it is judicially
              determined (by the entry of a final judgment or decree by a court
              of competent jurisdiction and the expiration of time to appeal or
              the denial of the last right of appeal) that such indemnification
              may not be enforced in such case notwithstanding the fact that
              this Section 5.3 provides for indemnification in such case, then,
              the Company and such holder will contribute to the aggregate
              losses, claims, damages or liabilities to which they may be
              subject (after contribution from others) in such proportion as is
              appropriate to reflect the relative fault of the Company on the
              one hand and of the holder of Registrable Shares on the other in
              connection with the statements or omissions which resulted in such
              losses, claims, damages or liabilities, as well as any other
              relevant equitable considerations. The relative fault of the
              Company on the one hand and of the holder of Registrable Shares on
              the other shall be determined by reference to, among other things,
              whether the untrue or alleged untrue statement of a material fact
              or omission or alleged omission to state a material fact relates
              to information supplied by the Company on the one hand or by, or
              on behalf of, the holder of Registrable Shares on the other, and
              each party's relative intent, knowledge, access to information and
              opportunity to correct or prevent such statement or omission;
              provided, however, that, in any such case, (A) no such holder will
              be required to contribute any amount in excess of the public
              offering price of all such Registrable Shares offered by it
              pursuant to such registration statement, net of any underwriting
              discounts or commissions paid by such holder; and (B) no person or
              entity guilty of fraudulent misrepresentation (within the meaning
              of Section 11(f) of the Securities Act) will be entitled to
              contribution from any person or entity who was not guilty of such
              fraudulent misrepresentation.

                                       18
<PAGE>

                  Indemnification by Holders of Registrable Shares.

         In the event that the Company registers any of the Registrable Shares
              under the Securities Act, each holder of the Registrable Shares so
              registered will, as a condition to registration of the Registrable
              Shares, agree to indemnify and hold harmless the Company, each of
              its directors, each of its officers who have signed or otherwise
              participated in the preparation of the registration statement,
              each underwriter of the Registrable Shares so registered
              (including any broker or dealer through whom such of the shares
              may be sold) and each person, if any, who controls the Company
              within the meaning of Section 15 of the Securities Act from and
              against any and all losses, claims, damages, expenses or
              liabilities, joint or several, to which they or any of them may
              become subject under the Securities Act, applicable state
              securities laws or under any other statute or at common law or
              otherwise, and, except as hereinafter provided, will reimburse the
              Company and each such director, officer, underwriter or
              controlling person for any legal or other expenses reasonably
              incurred by them or any of them in connection with investigating
              or defending any actions whether or not resulting in any
              liability, insofar as such losses, claims, damages, expenses,
              liabilities or actions arise out of or are based upon any untrue
              statement or alleged untrue statement of a material fact contained
              in the registration statement, in any preliminary or amended
              preliminary prospectus or in the final prospectus (or in the
              registration statement or prospectus as from time to time amended
              or supplemented) or arise out of or are based upon the omission or
              alleged omission to state therein a material fact required to be
              stated therein or necessary in order to make the statements
              therein not misleading, but only insofar as any such statement or
              omission was made in reliance upon and in conformity with
              information furnished in writing to the Company in connection
              therewith by such holder of Registrable Shares expressly for use
              therein; provided, however, that such holder's obligations
              hereunder shall be limited to an amount equal to the aggregate
              public offering price of the Registrable Shares sold by such
              holder in such registration, net of any underwriting discounts or
              commissions paid by such holder.

         In order to provide for just and equitable contribution to joint
              liability under the Securities Act in any case in which the
              Company or another person entitled to indemnification pursuant to
              this Section 5.4 makes a claim for indemnification pursuant to
              this Section 5.4, but it is judicially determined (by the entry of
              a final judgment or decree by a court of competent jurisdiction
              and the expiration of time to appeal or the denial of the last
              right of appeal) that such indemnification may not be enforced in
              such case notwithstanding that this Section 5.4 provides for
              indemnification in such case, then, the Company and such holder
              will contribute to the aggregate losses, claims, damages or
              liabilities to which they may be subject (after contribution from
              others) in such proportion as is appropriate to reflect the
              relative fault of the Company on the one hand and of the holder of
              Registrable Shares on the other in connection with the statements
              or omissions which resulted in such losses, claims, damages or
              liabilities, as well as any other relevant equitable
              considerations. The relative fault of the Company on the one hand
              and of the holder of Registrable Shares on the other shall be
              determined by reference to, among other things, whether the untrue

                                       19
<PAGE>

              or alleged untrue statement of a material fact or omission or
              alleged omission to state a material fact relates to information
              supplied by the Company on the one hand or by the holder of
              Registrable Shares on the other, and each party's relative intent,
              knowledge, access to information and opportunity to correct or
              prevent such statement or omission; provided, however, that, in
              any such case, (A) no such holder will be required to contribute
              any amount in excess of the public offering price of all such
              Registrable Shares offered by it pursuant to such registration
              statement, net of any underwriting discounts or commissions paid
              by such holder; and (B) no person or entity guilty of fraudulent
              misrepresentation (within the meaning of Section 11(f) of the
              Securities Act) will be entitled to contribution from any person
              or entity who was not guilty of such fraudulent misrepresentation.

                  Exchange Act Reports. The Company will use its best efforts to
                           timely file with the Commission such information as
                           the Commission may require under the Exchange Act and
                           shall use its best efforts to take all action as may
                           be required as a condition to the availability of
                           Rule 144 under the Securities Act (or any successor
                           exemptive rule hereafter in effect) with respect to
                           its Common Stock. The Company shall furnish to any
                           holder of Registrable Shares forthwith upon request
                           (i) a written statement by the Company as to its
                           compliance with the reporting requirements of Rule
                           144, (ii) a copy of the most recent annual or
                           quarterly report of the Company as filed with the
                           Commission, and (iii) such other reports and
                           documents as a holder may reasonably request in
                           availing itself of any rule or regulation of the
                           Commission allowing a holder to sell any such
                           Registrable Shares without registration. The Company
                           agrees to use its commercially reasonable efforts to
                           facilitate and expedite transfers of the Shares
                           pursuant to Rule 144 under the Securities Act, which
                           efforts shall include timely notice to its transfer
                           agent to expedite such transfers of Shares.

                  Expenses. In the case of each registration effected under
                           Section 5.1, the Company shall bear all reasonable
                           costs and expenses of each such registration on
                           behalf of the selling holders of Registrable Shares,
                           including, but not limited to, the Company's
                           printing, legal and accounting fees and expenses,
                           Commission and NASD filing fees and "Blue Sky" fees;
                           provided, however, that the Company shall have no
                           obligation to pay or otherwise bear any portion of
                           the underwriters' commissions or discounts
                           attributable to the Registrable Shares being offered
                           and sold by the holders of the Registrable Shares, or
                           the fees and expenses of counsel for the selling
                           holders of Registrable Shares in connection with the
                           registration of the Registrable Shares.

                  Transferability. For all purposes of Article V of this
                           Agreement, Purchaser or an assignee thereof who
                           agrees to be bound by the provisions of this Article
                           V shall be deemed at any particular time to be the
                           holder of all Registrable Shares of which such person
                           shall at such time be the "beneficial owner,"
                           determined in accordance with Rule 13d-3 under the
                           Exchange Act.


                                       20
<PAGE>

                                  MISCELLANEOUS

                  No Waiver; Cumulative Remedies. No failure or delay on the
                           part of any party to this Agreement in exercising
                           any right, power or remedy hereunder shall operate as
                           a waiver thereof; nor shall any single or partial
                           exercise of any such right, power or remedy preclude
                           any other or further exercise thereof or the exercise
                           of any other right, power or remedy hereunder. The
                           remedies herein provided are cumulative and not
                           exclusive of any remedies provided by law.

                  Amendments, Waivers and Consents. Any provision in this
                           Agreement to the contrary notwithstanding, and except
                           as hereinafter provided, changes in, termination or
                           amendments of or additions to this Agreement may be
                           made, and compliance with any covenant or provision
                           set forth herein may be omitted or waived, if the
                           Company shall obtain consent thereto in writing from
                           the Purchaser. Any waiver or consent may be given
                           subject to satisfaction of conditions stated therein
                           and any waiver or consent shall be effective only in
                           the specific instance and for the specific purpose
                           for which given.

                  Notices. All notices, requests, demands and other
                           communications provided for hereunder to any person
                           other than the Company shall be in writing, shall be
                           sent by courier or registered or certified mail or by
                           facsimile to the Purchaser or its authorized
                           representative, Philip T. Powers at the following
                           address: 60 West Randolph Street, Suite 200, Chicago,
                           Illinois 60601, facsimile: (312) 762-9275. All such
                           notices, requests, demands and other communications
                           shall be deemed delivered and effective five (5) days
                           after such notice is sent to the Purchaser or to its
                           authorized representative, A-Street Capital Corp.

                  All notices, requests, demands and other communications
                  provided for hereunder to the Company shall be sent by courier
                  or registered or certified mail or by facsimile to the Company
                  at the following address: Attention: Chief Executive Officer,
                  837 Lindy Lane, Bala Cynwyd, Pennsylvania 19004, facsimile
                  number: (610) 668-2771. All such notices, requests, demands
                  and other communications to the Company shall be deemed
                  delivered and effective upon receipt by the Chief Executive
                  Officer of the Company.

                  Costs, Expenses and Taxes. All parties shall bear their own
                           expenses.

                  Effectiveness; Binding Effect; Assignment. This Agreement
                           shall be binding upon and inure to the benefit of the
                           Company, the Purchaser and their respective
                           successors and assigns; provided, that, the Company
                           may not assign any of its rights or obligations under
                           this Agreement without the prior written consent of
                           the Purchaser. The Purchaser may assign all or any
                           part of its rights and obligations, except for it's
                           right to Purchase shares from the Company, hereunder
                           to any person who acquires any Shares owned by the
                           Purchaser subject to the conditions of this
                           Agreement. The Purchaser must assign its obligations
                           as described in Sections 2.9, 2.10, 2.11, 5.4 and 7.3
                           to all transferees.

                                       21
<PAGE>

                  Transfer of Shares. In connection with each transfer of any of
                           the Shares during the two-year period from the date
                           of the last Purchase Notice, the Purchaser (or any
                           subsequent transferee of any Shares) shall, prior to
                           such transfer, obtain the written agreement of each
                           transferee to assent to and become bound by the terms
                           of Sections 2.9, 2.10, 2.11, 5.4, 6.6 and 7.3 as to
                           all Shares to be transferred to such transferee. A
                           copy of such agreement shall be delivered to the
                           Company prior to any transfer. Any purported transfer
                           of Shares in violation of this Section 6.6 shall be
                           null and void.

                  Prior Agreements. The Transaction Documents executed and
                           delivered in connection herewith constitute the
                           entire agreement between the parties and supersede
                           any prior understandings or agreements concerning the
                           subject matter hereof.

                  Severability. The provisions of the Transaction Documents are
                           severable and, in the event that any court of
                           competent jurisdiction shall determine that any one
                           or more of the provisions or part of a provision
                           contained therein shall, for any reason, be held to
                           be invalid, illegal or unenforceable in any respect,
                           such invalidity, illegality or unenforceability shall
                           not affect any other provision or part of a provision
                           of such Transaction Document and the terms of such
                           Transaction Documents shall be reformed and construed
                           as if such invalid or illegal or unenforceable
                           provision, or part of a provision, had never been
                           contained therein, and such provisions or part
                           reformed so that it would be valid, legal and
                           enforceable to the maximum extent possible.

                  Governing Law; Venue.

         This Agreement shall be enforced, governed and construed in accordance
              with the commercial laws of the State of New York, the corporate
              law of Nevada or U.S. federal securities law, as applicable,
              without giving effect to choice of laws principles or conflict of
              laws provisions. Any dispute arising out of this agreement shall
              first be submitted to arbitration before a single arbitrator
              sitting in New York, New York said arbitration to be conducted in
              accordance with the commercial rules of the American Arbitration
              Association. Any discovery permitted by the arbitrator shall be
              conducted in accordance with the Federal Rules of Civil Procedure
              relating to the conduct of written and oral discovery. Judgment
              may be entered upon the award of the arbitrator in any state or
              federal having jurisdiction. The arbitrator shall render his or
              her findings and award within 30 days of the completion of the
              hearing. The award shall be in writing and shall state the reasons
              for the award. The arbitrator may award costs and expenses at his
              or her discretion. Notwithstanding the foregoing, any party shall
              be entitled to seek injunctive relief from a state or federal
              court having jurisdiction and in any case where such relief may be
              available.

                                       22
<PAGE>

         Purchaser hereby waives, and agrees not to assert against the Company,
              or any successor assignee thereof, by way of motion, as a defense,
              or otherwise, in any suit, action or proceeding, (i) any claim
              that the Purchaser is not personally subject to the jurisdiction
              of the above-named courts, and (ii) to the extent permitted by
              applicable law, any claim that such suit, action or proceeding is
              brought in an inconvenient forum or that the venue of any such
              suit, action or proceeding is improper or that this Agreement may
              not be enforced in or by such courts.

                  Headings. Article, section and subsection headings in this
                           Agreement are included herein for convenience of
                           reference only and shall not constitute a part of
                           this Agreement for any other purpose.

                  Counterparts. This Agreement may be executed in any number of
                           counterparts, all of which taken together shall
                           constitute one and the same instrument, and any of
                           the parties hereto may execute this Agreement by
                           signing any such counterpart.

                  Further Assurances. From and after the date of this
                           Agreement, upon the request of the Purchaser or the
                           Company, the Company and the Purchaser shall execute
                           and deliver such instruments, documents and other
                           writings as may be reasonably necessary or desirable
                           to confirm and carry out and to effectuate fully the
                           intent and purposes of the Transaction Documents and
                           the Shares.


                          SURVIVAL AND INDEMNIFICATION

                  Survival of Representations and Warranties. All of the
                           representations and warranties of the Company and
                           Purchaser contained herein shall survive the Closing
                           and continue in full force and effect for two years
                           (subject to any applicable statutes of limitations).

                  Indemnification Provisions for Benefit of the Purchaser. In
                           the event the Company breaches any of its
                           representations, warranties, and covenants contained
                           herein, and, if there is an applicable survival
                           period pursuant to Section 7.1, provided that the
                           Purchaser makes a written claim for indemnification
                           against the Company within the applicable survival
                           period stated in Section 7.1, then the Company agrees
                           to indemnify, defend and hold harmless the Purchaser
                           and its directors, officers, and each person, if any,
                           who controls the Purchaser within the meaning of
                           Section 15 of the Securities Act, from and against
                           the entirety of any Adverse Consequences (as defined
                           by Section 7.5) the Purchaser or any such persons may
                           suffer through and after the date of the claim for
                           indemnification (including any Adverse Consequences
                           the Purchaser or any such persons may suffer after
                           the end of the applicable survival period) resulting
                           from, arising out of, relating to, in the nature of,
                           or caused by the breach (or the alleged breach).

                                       23
<PAGE>

                  Indemnification Provisions for Benefit of the Company. In the
                           event the Purchaser breaches any of its
                           representations, warranties, and covenants contained
                           herein, and, if there is an applicable survival
                           period pursuant to Section 7.1, provided that the
                           Company makes a written claim for indemnification
                           against the Purchaser within the applicable survival
                           period stated in Section 7.1, then the Purchaser
                           agrees to indemnify, defend and hold harmless the
                           Company and its directors, officers, and each person,
                           if any, who controls the Company within the meaning
                           of Section 15 of the Securities Act, from and against
                           the entirety of any Adverse Consequences the Company
                           or any such persons may suffer through and after the
                           date of the claim for indemnification (including any
                           Adverse Consequences the Company or any such persons
                           may suffer after the end of the applicable survival
                           period) resulting from, arising out of, relating to,
                           in the nature of, or caused by the breach (or the
                           alleged breach).

                  Matters Involving Third Parties.

         If any third party shall notify any Party (the "Indemnified Party")
              with respect to any matter (a "Third Party Claim") which may give
              rise to a claim for indemnification against any other Party (the
              "Indemnifying Party") under this Article VII, then each
              Indemnified Party shall promptly notify the Indemnifying Party
              thereof in writing; provided, however, that no delay on the part
              of the Indemnified Party in notifying any Indemnifying Party shall
              relieve the Indemnifying Party from any obligation hereunder
              unless (and then solely to the extent) the Indemnifying Party
              thereby is prejudiced.

         Any Indemnifying Party will have the right to defend the Indemnified
              Party against the Third Party Claim with counsel of its choice
              reasonably satisfactory to the Indemnified Party so long as (i)
              the Indemnifying Party notifies the Indemnified Party in writing
              within 15 days after the Indemnified Party has given notice of the
              Third Party Claim that the Indemnifying Party will indemnify the
              Indemnified Party from and against the entirety of any Adverse
              Consequences the Indemnified Party may suffer resulting from,
              arising out of, relating to, in the nature of, or caused by the
              Third Party Claim, (ii) the Indemnifying Party provides the
              Indemnified Party with evidence reasonably acceptable to the
              Indemnified Party that the Indemnifying Party will have the
              financial resources to defend against the Third Party Claim and
              fulfill its indemnification obligations hereunder, (iii) the Third
              Party Claim involves only money damages and does not seek an
              injunction or other equitable relief, (iv) settlement of, or an
              adverse judgment with respect to, the Third Party Claim is not, in
              the good faith judgment of the Indemnified Party, likely to
              establish a precedential custom or practice adverse to the
              continuing business interests of the Indemnified Party, and (v)
              the Indemnifying Party conducts the defense of the Third Party
              Claim actively and diligently.



                                       24
<PAGE>

         So long as the Indemnifying Party is conducting the defense of the
              Third Party Claim in accordance with Section 7.4(b), (i) the
              Indemnified Party may retain separate co-counsel at its sole cost
              and expense and participate in the defense of the Third Party
              Claim, (ii) the Indemnified Party will not consent to the entry of
              any judgment or enter into any settlement with respect to the
              Third Party Claim without the prior written consent of the
              Indemnifying Party (not to be withheld unreasonably), and (iii)
              the Indemnifying Party will not consent to the entry of any
              judgment or enter into any settlement with respect to the Third
              Party Claim without the prior written consent of the Indemnified
              Party (not to be withheld unreasonably).

         In   the event any of the conditions in Section 7.4(b) is or becomes
              unsatisfied, however, (i) the Indemnified Party may defend
              against, and consent to the entry of any judgment or enter into
              any settlement with respect to, the Third Party Claim in any
              manner it reasonably may deem appropriate (and the Indemnified
              Parties need not consult with, or obtain any consent from, any
              Indemnifying Party in connection therewith), (ii) the Indemnifying
              Parties will reimburse the Indemnified Party promptly and
              periodically for the costs of defending against the Third Party
              Claim (including reasonable attorneys' fees and expenses), and
              (iii) the Indemnifying Party will remain responsible for any
              Adverse Consequences the Indemnified Party may suffer resulting
              from, arising out of, relating to, in the nature of, or caused by
              the Third Party Claim to the fullest extent provided in this
              Article VII.

                  Adverse Consequences. As used in this Article VII, "Adverse
                           Consequences" means all proceedings, charges,
                           complaints, claims, causes of action, demands,
                           injunctions, judgments, orders, decrees, rulings,
                           damages, investigation and/or remediation costs,
                           dues, penalties, fines, costs of defense and other
                           costs, amounts paid in settlement, liabilities,
                           obligations, responsibilities, taxes, liens, losses,
                           expenses, and fees, including court costs and
                           reasonable attorneys' fees and expenses.


                                       25
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Regulation S
Stock Purchase Agreement to be executed as of the date first above written.


         LaserLock Technologies, Inc.             California Securities S.A.


         By /s/ Norman Gardner                    By
         ----------------------------             --------------------------






















                                       26
<PAGE>

                                  SCHEDULE 3.4



The information below is current as of December 31, 2003

1. Authorized Shares:      250,000,000

2. Issued and Outstanding: 41,990,506 of which 38,875,174 are restricted

3. Stock Option Plan:      2,775,00 options have been granted of which 1,275,000
                           are vested

4. Warrants:               7,565,447 warrants have been issued of which
                           5,515,585 are vested. *



*750,000 warrants were issued in January, 2004 of which 500,000 vested
 immediately.













                                       27
<PAGE>

                                   ANNEX 2.10
                                   ----------

                          FORM OF REPRESENTATION LETTER


                             [Brokerage Letterhead]

Date:    March 5, 2004

To:      California Securities S.A.

You have asked us to provide you with information regarding our ability to
comply with all laws applicable to our business of selling securities to persons
or entities in [list jurisdictions]. This letter confirms the following:

       1.     We, [Name of Brokerage], are duly registered with [Appropriate
              Authority] for the transaction of securities business in [list
              jurisdictions where Brokerage is licensed to transact securities
              business] including, without limitation, dealing in shares as
              agent.
       2.     We, [Name of Brokerage], are regularly examined by [Name of
              Oversight agency] as part of the regulatory scheme applicable to
              our business. This examination includes an audit of sales
              practices for securities issued by companies domiciled in the
              United States of which such securities are exempt from
              registration in the United States pursuant to an exemption for
              "offshore transactions" as defined by Regulation S ("Regulation
              S"), promulgated by the Securities and Exchange Commission
              pursuant to the Securities Act of 1933.
       3.     We, [Name of Brokerage], have in the past and will continue in the
              future to offer such Regulation S securities to our clients in
              full compliance with all applicable securities laws of the United
              States and any other applicable local or foreign laws, rules and
              regulations which govern or relate to such sales transactions.

You may provide this letter to any company with which you are dealing with
regard to the purchase and sale of such Regulation S securities and such company
may rely upon the representations made by us in this letter.

[Name of Brokerage]

_______________________________
[Signature of authorized person]

_______________________________
[Name of authorized person]










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