<PAGE>









                      REGULATION S STOCK PURCHASE AGREEMENT

                               Dated May 2, 2003

                                 by and between

                          LaserLock Technologies, Inc.

                                      and

                          Californian Securities S.A.




<PAGE>


         Regulation S Stock Purchase Agreement, dated as of May 2, 2003 between
LaserLock Technologies, Inc., a Nevada corporation having offices at 837 Lindy
Lane, Bala Cynwyd, Pennsylvania 19004 (the "Company"), and Californian
Securities S.A., Edificio Bilbao Plaza, Suite 418, Avenida Bilbao, Panama City,
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 Californian 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.


<PAGE>



                                   ARTICLE 1
                       PURCHASE, SALE AND TERMS OF SHARES

1.1      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
         18,000,000 Shares of the Company, subject to Section 1.4.

1.2      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") or its
         nominee, to Californian Securities Nominee Ltd. ("CSN") at its office
         in Panama, located at Edificio Bilbao Plaza, Suite 418, Avenida Bilbao,
         Panama City, Republic of Panama, to be held in escrow by [CSN or its
         designee (the "Escrow Agent")] 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 Escrow
         Agent, at which time the Escrow Agent shall release the Share
         certificates as directed by the Purchaser. The foregoing to the
         contrary notwithstanding, Purchaser shall initially direct CSN to hold
         the Certificate as Nominee 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) [unless instructed otherwise by Purchaser]. CSN will
         receive a one-time fee of US$500 to act as custodian for all
         Certificates issued to Purchaser pursuant to this Agreement. CSN 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, CSN 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.

1.3      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 $0.17 per share for the first two million
         (2,000,000) Shares or such price per Share, which may be less than
         $0.20 per share, as may be specified by the Company by notice to the
         Purchaser from time to time ("Floor Price").


<PAGE>

1.4      Delivery of Purchase Notice; Term. Purchaser shall have to and until
         August 2, 2003 to deliver one or more Purchase Notices to the Company
         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.

         If forty-five (45) days after the date of execution of this Agreement,
         the Purchaser has not submitted Purchase Notices and delivered payment
         for an aggregate total of at least 6,000,000 Shares, the Issuer may, at
         its discretion, elect to reduce from time-to-time during the term of
         this Agreement the number of remaining Shares available to the
         Purchaser.

1.5      Covenant of Best Efforts. The Purchaser agrees to use its best efforts
         to purchase up to 18,000,000 Shares between the date hereof and August
         2, 2003 ("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.

                                   ARTICLE 2
           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:

2.1      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).

2.2      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

<PAGE>

         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.

2.3      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.

2.4      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.

2.5      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.

2.6      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 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

<PAGE>

         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.

2.7      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.

2.8      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.

2.9      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.

2.10     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.


<PAGE>


2.11     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:

         a.       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:

                  i.       any natural person resident in the United States;

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

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

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

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

                  vi.      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;

                  vii.     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

                  viii.    any partnership or corporation if:

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

                           (2)      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.

<PAGE>

         b.       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.

         c.       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.

         d.       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.

         e.       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.

         f.       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.

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

<PAGE>

                           (1)      accordance with the provisions of Regulation
                                    S;

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

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

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

         g.       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.

         h.       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.

         i.       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.

         j.       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."

<PAGE>

                           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."

                           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."

         k.       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.

                                   ARTICLE 3
                            COVENANTS OF THE COMPANY

3.1      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.

3.2      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.

<PAGE>

3.3      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.

3.4      Press Release; Filing Form 8-K with the SEC. The Company acknowledges
         that the successful completion of this transaction will require the
         Company to make a press release and to file a Form 8-K with the SEC.
         The Company agrees to provide the Purchaser or its counsel with a draft
         of any press release or Form 8-K which discusses this Agreement or the
         sale of shares pursuant to this Agreement at least three (3) days prior
         to publication or filing, as the case may be. Purchaser, or its
         counsel, shall review and may comment on the accuracy of the press
         release and/or Form 8-K, and Purchaser will correct any inaccuracies or
         omissions thereto identified by Purchaser prior to making the press
         release or filing the Form 8-K.

3.5      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.

                                   ARTICLE 4
                  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:

4.1      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.

<PAGE>

4.2      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 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.

4.3      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.

<PAGE>

4.4      Capitalization and Issuances of Stock. As of April 14, 2003, the
         Company has authorized and outstanding capital stock as set forth on
         Schedule 4.4 and in the Form 10-KSB for the year ended December 31,
         2002. 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 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.

4.5      Subsidiaries. The Company has no operating subsidiaries.

4.6      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.

4.7      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.

<PAGE>

4.8      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.

4.9      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.

4.10     Financial Statements. The unaudited financial statements dated as of
         January 31, 2003 attached hereto as Schedule 4.10 (the "Financial
         Statements") fairly present the financial condition and results of
         operations of the Company and are in accordance with the books and
         records of the Company, in each case as of the dates and for the
         periods indicated, and have been prepared in accordance with generally
         accepted accounting principles consistently applied to companies
         domiciled in the United States, except to the extent that the unaudited
         financial statements may not contain all required footnotes and are
         subject to normal year-end audit adjustments that in the aggregate will
         not be, to the Company's knowledge, material.

4.11     Absence of Liabilities. Except as set forth in the Financial
         Statements, the Company has no material liabilities, contingent or
         otherwise, other than (i) liabilities incurred in the ordinary course
         of business subsequent to January 31, 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.

4.12     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

<PAGE>

         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.

4.13     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.

4.14     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.

<PAGE>

4.15     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.

4.16     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.

4.17     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.

4.18     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.

4.19     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,
         except as set forth on Schedule 4.19.

4.20     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.

<PAGE>

                                   ARTICLE 5
                               REGISTRATION RIGHTS

5.1      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.

5.2      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.

<PAGE>

5.3      Indemnification by the Company.

         a.       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

<PAGE>

                  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.

         b.       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.

         c.       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

<PAGE>

                  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.

5.4      Indemnification by Holders of Registrable Shares.

         a.       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.
<PAGE>

         b.       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 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.

5.5      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.

<PAGE>

5.6      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.

5.7      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.

                                   ARTICLE 6
                                 MISCELLANEOUS

6.1      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.

6.2      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.

6.3      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, A-Street
         Capital Corp., 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.

<PAGE>

         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.

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

6.5      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.

6.6      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.

6.7      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.

6.8      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.


<PAGE>

6.9      Governing Law; Venue.

         a.       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.

         b.       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.

6.10     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.

6.11     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.

6.12     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.


<PAGE>

                                   ARTICLE 7
                          SURVIVAL AND INDEMNIFICATION

7.1      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).

7.2      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).

7.3      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).

7.4      Matters Involving Third Parties.

         a.       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.

<PAGE>

         b.       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.

         c.       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).

         d.       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.

<PAGE>

7.5      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.



<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.         Californian Securities S.A.


         By  Norman Gardner                   By  Javier Calvo
           -------------------------------      -------------------------------
             President and CEO                    President


<PAGE>


                                   Annex 2.10
                                   ----------

                          Form of Representation Letter


                             [Brokerage Letterhead]

Date:    May ___, 2003

To:      Californian 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]