**EXCLUSIVE
      AGREEMENT**





This
      Exclusive Agreement (“Agreement”) by and between LASERLOCK TECHNOLOGIES (“LL”)
      located at 837 Lindy Lane, Bala Cynwyd, PA 19004 and ARTHUR BLANK & COMPANY,
      INC., (“AB”) located at 225 Rivermoor Street, Boston, MA 02132 is entered into
      this 23rd day of June, 2008.





This
      Agreement will describe the terms and conditions of the worldwide agreement
      reached between AB and LL for the exclusive use of specific applications of
      LL’s
      color changing proprietary pigments defined as **WHYTELITE®** (“WL”)
      technology.





**1.
      General Provisions**


a.)
      this
      Agreement shall apply to AB as well as all companies directly or indirectly
      owned by ABN Corp worldwide, For sake of clarification, all references in this
      Agreement to AB shall include all AB affiliated companies as described in the
      preceding sentence. The initial term of this Agreement shall be effective July
      1, 2008 and terminate on December 31, 2009 and may be extended by reaching
      predefined goals in this Agreement;


b.)
      the
      royalty rate paid by AB to LL for WL pigment shall be $[The confidential
      material contained herein has been omitted and has been separately filed with
      the Commission.] per thousand products shipped and paid for, less normal returns
      and allowances;


c.)
      the
      exclusivity will automatically expire on December 31, 2009 unless a minimum
      of
      $[The confidential material contained herein has been omitted and has been
      separately filed with the Commission.] in royalty income is generated and paid
      to LL during the initial term of the Agreement.





**2.
      Exclusive Products**


a.)
      Except as limited by Section 3, the exclusive products shall be defined as
      all
      plastic cards printed with WL pigments;


b.)
      exclusivity shall include plastic cards in all markets AB serves without
      restriction (including the casino industry); and including but not limited
      to
      driver’s licenses, loyalty and gift cards, as well as financial, telephone,
      promotional, access, security, Passport and Border Crossing Cards, membership
      and association industries;


c.)
      products shall include all size and shape form factors that AB manufactures;
      including but not limited to cards, keytags, RAC® Cards, signage and
      shapes;


d.)
      for
      sake of clarification plastic shall mean, for example but not limited to: PVC,
      PET, PLA, Styrene, Teslin, Polycarbonate and plant based plastics.





**3.
      Exclusions to Exclusivity**


**The
      exclusivity described in Section 2, above, shall not apply to the
      following:**


a.)
      The
      American Express card;


b.)
      All
      applications/products not using plastic as a substrate.








**4.
      Pricing**


a.)
      $[The
      confidential material contained herein has been omitted and has been separately
      filed with the Commission.] per kilo FOB warehouse; all pigment orders to be
      accompanied by a PO, terms net 30 days; the $[The confidential material
      contained herein has been omitted and has been separately filed with the
      Commission.] per kilo price will remain constant for the initial term of the
      Agreement;


b.)
      after
      the initial term of this Agreement, the price per kilo may be increased but
      only
      based on price increases to LL for the cost of WL and/or its
      components


c.)
      Pigment may only be used for the AB manufactured products described in Section
      2.





**5.
      License Renewal / Extension**


a.)
      Upon
      expiration of this Agreement, any AB customers which have been sold products
      incorporating the WL pigments during the course of the Agreement will remain
      exclusive AB customers for a further two year period and LL agrees to continue
      to provide WL pigments (subject to price increases in item 4 (b), above) to
      AB
      to service these customers and LL will continue to receive royalties on these
      sales at the rate of $6 per thousand products;


b.)
      This
      Agreement shall automatically renew for four additional one year periods if
      the
      royalties paid to LL during the prior period shall meet or exceed the amounts
      shown below:





In
      order
      to automatically renew for the period January 1, 2010 to December 31, 2010
      royalties paid during the immediately prior license period must be $[The
      confidential material contained herein has been omitted and has been separately
      filed with the Commission.].





In
      order
      to automatically renew for the period January 1, 2011 to December 31, 2011
      royalties paid during the immediately prior license period must be $[The
      confidential material contained herein has been omitted and has been separately
      filed with the Commission.].





In
      order
      to automatically renew for the period January 1, 2012 to December 31, 2012
      royalties paid during the immediately prior license period must be $[The
      confidential material contained herein has been omitted and has been separately
      filed with the Commission.].





In
      order
      to automatically renew for the period January 1, 2013 to December 31, 2013
      royalties paid during the immediately prior license period must be $[The
      confidential material contained herein has been omitted and has been separately
      filed with the Commission.].





This
      Agreement automatically expires on December 31, 2013;





c.)
      Should the royalty payments in any year not meet the minimum thresholds set
      forth in Section 5b) above, AB may pay LL the difference between the actual
      amount of royalties paid and the minimum royalties due for that period and,
      if
      AB does make such a payment, the exclusivity shall remain in effect for the
      next
      one year renewal period.








d.)
      The
      royalty rate shall remain $[The confidential material contained herein has
      been
      omitted and has been separately filed with the Commission.] per thousand
      products for the entire term of the Agreement and any renewals/extensions;
      unless otherwise agreed in writing on an individual order basis.





**6.
      WHYTELITE® Trademark**


a.)
      AB
      shall be entitled, but not obligated, to use the companies Registered Trademark **WHYTELITE®.**





**7.
      Reporting Obligations**


a.)
      AB
      agrees to provide LL quarterly royalty statements no later than 30 days after
      the close of each calendar quarter together with payment for any sales made
      during the quarter; all royalty report are subject to audit by LL and if errors
      of greater than 5% are found AB will pay for the cost of the audit.


b.)
      AB
      agrees to provide quarterly sales & marketing progress reports at the close
      of each quarter during the initial term of this Agreement.





**8.
      General Provisions**


a.)
      This
      Agreement is to be governed by Massachusetts law and all disputes under this
      Agreement will be heard in the federal or state courts located in
      Massachusetts.


b.)
      Neither LL nor AB may assign this Agreement except in connection with the sale
      of all or substantially all of the business on the party seeking to assign
      this
      Agreement.


c.)
      LL
      hereby indemnifies and holds AB harmless from and against any and all claims,
      demands, actions, causes of action, suits, proceedings, damages, liabilities
      and
      reasonable costs and expenses including reasonable attorneys’ fees, relating to
      or arising out of a claims that the use of the LL pigments violate the
      intellectual property rights of any third party.


d.)
      The
      Confidential Agreement dated October 4, 2007 between AB and LL remains in full
      force and effect


e.)
      Any
      notices required to be given under this Agreement should be given to a party
      at
      the address set forth at the start of this Agreement and sent to the attention
      of the person signing this Agreement. Notice will be effective if sent US Mail
      or by overnight delivery service, providing a receipt of delivery is generated
      in all cases.





IN
      WITNESS WHEREOF, the parties LL and AB hereto have executed this Agreement
      as of
      the date
      first written above.





/s/
                Norman A. Gardner
            
            /s/
                Eric BlankAgreed
                & Accepted
              Laser
                Lock Technologies
              Per
                Norman A. Gardner
              Chairman
                & Chief Executive Officer
            
            Agreed
                & Accepted
              Arthur
                Blank & Co., Inc.
              Per
                Eric Blank
              Executive
                Vice President