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                              STOCK LOAN AGREEMENT

         This Agreement (the "Agreement") is made this 15th day of October 2003,
by and among Norman Gardner ("Lender"), Californian Securities S.A. ("CSSA"),
LaserLock Technologies, Inc. ("LL") and Pacific Continental Securities (UK)
Nominees Limited ("Nominees")

                                 R E C I T A L S

         WHEREAS, CSSA has entered into an agreement with LL dated May 2, 2003
wherein LL agreed to sell and CSSA has agreed to purchase up to 18,000,000
shares of common stock of LL ("Shares") in a transaction that is exempt from
registration under Regulation S to the Securities Act of 1933, as amended (the
"Reg. S Agreement");

         WHEREAS, LL and CSSA have fully performed under the Reg. S Agreement;

         WHEREAS, CSSA has resold some the shares purchased from LL to third
parties including clients of Nominees;

         WHEREAS, Nominees has received offers to purchase from its clients to
purchase shares in excess of the Shares;

         WHEREAS, LL desires to sell CSSA an additional 4,629,639 shares of
common stock (the "Additional Shares") in exchange for a payment of $347,223;
and

         WHEREAS, LL will deliver 2,250,000 of the Additional Shares in a
separate closing to take place on or about October 21, 2003; and

         WHEREAS, LL is unable to deliver the 2,379,639 shares of common stock
("Remainder Shares") because it has previously issued, or reserved for issuance,
all of the shares of common stock of the Company authorized under its Articles
of Incorporation;

         WHEREAS, LL has agreed in a writing dated as of October 15, 2003 (the
"Amendment") to sell and deliver the Additional Shares and to take all steps
necessary to issue the Additional Shares including holding a shareholders
meeting to procure shareholder consent to increasing the authorized number of
shares of common stock the Company, amending its articles of incorporation in
accordance with the resolution, filing the amended articles of incorporation
with the Secretary of State of the State of Nevada and issuing a certificate for
the Additional Shares;




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         WHEREAS, LL does not believe that it will be authorized to issue the
Additional Shares until early December 2003. LL has agreed with CSSA to deliver
the Additional Shares on or before December 31, 2003 (the "Delivery Date");

         WHEREAS, Lender is an officer, director and principal shareholder of LL
who would benefit by LL receiving the Proceeds; and

         WHEREAS, Lender has agreed to loan to LL for delivery into escrow up to
2,379,639 shares of common stock ("Pledged Shares") as security for LL's promise
to deliver a new certificate for the Remainder Shares; and

         WHEREAS, the agreed purchase price for the Remainder Shares is $178,473
("Proceeds"); and

         WHEREAS, CSSA and Nominees have agreed to accept the Pledged Shares as
constructive delivery for purposes of the Amendment to the Reg. S Agreement for
Remainder Shares which were not otherwise sold and delivered and to pay out the
balance of the purchase price to LL.

         NOW THEREFORE, in consideration of the promises, covenants and
undertakings hereinafter set out and other good and valuable consideration, the
receipt and adequacy of which each party acknowledges, one to the other, the
parties hereto, agreeing to be legally bound, covenant and agree as follows:

         1. Loan of Stock: Lender will lend the Pledged Shares to LL on the
            terms and subject to the conditions hereinafter set forth, said loan
            to take the form of a certificate or certificates totally at least
            2,379,639 Shares, endorsed in blank and with signature medallion
            guaranteed. LL will deliver the Pledged Shares into an escrow (the
            "Escrow") to which CSSA, Lender, and the Escrow Agent, as hereafter
            to be named, shall be parties and shall be in the form attached
            hereto as Exhibit A. The Escrow Agent shall hold the Pledged Shares
            according to the terms of this Loan Agreement and the Escrow
            Agreement.

         2. Term: This Agreement shall commence on the date first above written
            and shall terminate unless earlier terminated by the parties upon
            the first to occur of (i) the delivery by LL to the Escrow Agent of
            a certificate ("Substitute Certificate") for the Remainder Shares or
            (ii) December 31, 2003 unless extended by the parties from time to
            time in accordance with Paragraph ** below, but in no event later
            than 100 days following the date of this Agreement.



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         3. Rights and Duties of the Lender:

                 a.   Subject only to the rights of CSSA and Nominees hereunder
                      and the Escrow Agreement, the Lender shall have and retain
                      full legal and beneficial ownership of the Pledged Shares
                      including the right to vote the shares until surrendered
                      by the Escrow Agent to LL's stock transfer agent for
                      reissue to Nominees as hereinafter provided. The foregoing
                      to the contrary notwithstanding, all economic benefits and
                      obligations including (i) the benefit of increase and risk
                      of decrease in the value of the Pledged Shares, any cash
                      or stock dividends payable to shareholders of record
                      occurring during the term of this Agreement shall be for
                      the account of CSSA and Nominees and shall be evidenced by
                      the Lender's written acknowledgement of the amount due
                      ("Due Bill") from Lender to CSSA and Nominees which shall
                      become part of the Escrow Deposits (as defined in Exhibit
                      1 hereto) or any new shares issued as part of a stock
                      split or reverse stock split shall be for the account of
                      CSSA and Nominees (collectively, the "Economic Benefit")
                      or (ii) all taxes, assessments or other charges upon or
                      with respect to the Pledged Shares or the income therefore
                      or distributions thereon or the gain or loss in value
                      thereof. In the event LL delivers a substitute
                      certificate(s) for the Remainder Shares, then all such
                      economic benefits shall become the sole property of CSSA
                      and Nominees and Lender shall pay or arrange to pay to
                      CSSA and Nominees all cash or other property covered by
                      the Due Bill. Lender shall have the right to net gains and
                      income against losses and expenses before paying over the
                      Economic Benefit to CSSA and Nominees.




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                 b.   The Lender shall, except as hereinafter set forth, have
                      the right to withdraw excess Pledged Shares, to substitute
                      other shares of common stock of LL provided they are of
                      the same class and subject to the same restrictions as the
                      Pledged Shares, and subject to the termination date of
                      this Agreement, to determine the timing of any transfer of
                      the Pledged Shares from Lender to Nominees.

                 c.   The Escrow Agent, CSSA and Nominees shall have no right to
                      pledge, repledge, lend or relend, hypothecate or
                      rehpothecate the Pledged Shares during the term of this
                      Agreement.

                 d.   Lender may at any time after the Delivery Date but before
                      the termination of this Agreement, and so long as LL has
                      failed to deliver a certificate for the Remainder Shares,
                      extend the term of this Agreement for fourteen (14)
                      business days by written notice to the Escrow Agent, CSSA,
                      and Nominees.

                 e.   Lender shall execute the Escrow Agreement in the form
                      attached hereto as Exhibit A.

         4. Rights and Duties of CSSA:

                 a.   CSSA shall execute the Escrow Agreement in the form
                      attached hereto as Exhibit A.

                 b.   CSSA shall pay the Proceeds directly to LL and not as part
                      of the Escrow Agreement within two business days upon
                      receipt of evidence that the Company has deposited the
                      Pledged Shares with the Escrow Agent.

                 c.   CSSA shall have no other duties or obligations thereafter.


         5. Rights and Duties of LL:

                 a.   LL shall execute the Escrow Agreement in the form attached
                      hereto as Exhibit A.

                 b.   LL shall, upon receipt from Lender, deliver the Pledged
                      Shares to the Escrow to be held and administered in
                      accordance with the terms of this Agreement and the Escrow
                      Agreement.


                 c.   LL shall pay the Proceeds to Lender in the event that the
                      Pledged Shares are transferred on the books of LL from
                      Lender to CSSA and/or Nominees. Payments shall be made
                      within 3 business days of the transfer unless LL and
                      Lender agree otherwise in writing. LL shall cooperate with
                      Lender in closing any separate account and transferring
                      the Proceeds to Lender if Lender's Pledged Shares are
                      transferred to Nominees.




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                 d.   LL shall retain the Proceeds upon delivery of a substitute
                      certificate(s) for the Remainder Shares to the Escrow
                      Agent. Lender shall cooperate with LL in transferring the
                      Proceeds to LL if LL delivers the certificate for the
                      Additional Shares.

         6. Rights and Duties of Nominees:

                 a.   Nominees shall release the Proceeds to CSSA upon receipt
                      of the Notice of Confirmation from Escrow Agent.

                 b.   Nominees shall consent to at least one extension of 14
                      business days to the term of this Agreement if requested
                      by Lender.

         7. Acts of Default:

                 a.   A default shall exist if the Lender fails to deliver the
                      Pledged Shares to the Escrow Agent; or

                 b.   CSSA fails to pay the Proceeds to LL as prescribed herein;
                      or

                 c.   LL fails to deliver the substitute certificate for the
                      Remainder Shares prior to the termination of this
                      Agreement; or

                 d.   LL fails to deliver the substitute certificate for the
                      Remainder Shares and fails to pay the Proceeds to Lender
                      upon transfer of the Pledged Shares to Nominees.


         8. Remedies Upon a Default:

                 a.   If LL fails to deliver the certificate for the Additional
                      Shares, CSSA and Nominees sole remedy is to transfer the
                      Pledged Shares into its own name and to collect on any Due
                      Bill issued by Lender.

                 b.   If CSSA fails to pay the Proceeds to LL, LL may exercise
                      any of its rights in law and in equity against CSSA for
                      breach of this Agreement.

                 c.   If LL fails to deliver the substitute certificate for the
                      Pledged Shares, Lender's sole remedy as against Nominees
                      and CSSA is the Proceeds previously delivered to LL.
                      Nothing in this Paragraph 8(c) shall limit any other
                      rights or remedies that Lender may have with respect to
                      LL.



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                 d.   If LL fails to deliver the substitute certificate for the
                      Additional Shares and Lender's Pledged Shares are
                      transferred to Nominees, then, in addition to any other
                      rights and remedies Lender may have as against LL in law
                      or in equity, LL shall as soon a practical, deliver a
                      substitute certificate for the number of shares
                      transferred to Nominees and shall reimburse Lender for any
                      costs, including taxes due on account of the transfer of
                      the Pledged Shares and any Economic Benefit transferred to
                      Nominees by way of the Due Bill.

         9. Indemnification:

                 a.   LL and Lender agree to indemnify and hold harmless CSSA
                      and Nominees harmless from any 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 to which
                      it becomes liable on account of or arising out of any
                      disputes between LL and Lender relating to this
                      Agreement.

                 b.   CSSA and Nominees agree to indemnify and hold harmless LL
                      and Lender from any and all harmless from any 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 to which it becomes liable on account of or
                      arising out of any disputes between CSSA and Nominees
                      relating to this Agreement..



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         10. Warranties and Representations of LL: LL warrants and represents to
             CSSA and Nominees:

                 a.   Organization and Standing. The LL 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 LL in connection
                      with performance under this Agreement (collectively
                      "Transaction Documents"), to issue and sell the Additional
                      Shares and to carry out the provisions of this Agreement
                      and the Transaction Documents, if any.


                 b.   Authority for Agreement. The execution and delivery by the
                      LL of the Transaction Documents, and the performance by LL
                      of its obligations thereunder, have been duly and validly
                      authorized by all requisite corporate action on the part
                      of LL. The Transaction Documents, when executed and
                      delivered, will be legally valid and binding obligations
                      of LL, enforceable against LL 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 LL's knowledge, the
                      execution and delivery of the Transaction Documents by LL
                      and the performance by LL of its obligations there under
                      do not, as of the date hereof, (i) conflict with or
                      violate the provisions of the LL's Restated Articles of
                      Incorporation or Bylaws, (ii) except with respect to the
                      amendment to the Company's Restated Articles to increase
                      the number of shares of authorized Common Stock of the
                      Company, require on the part of the Seller any filing
                      with, or any permit, authorization, consent or approval
                      of, any 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,




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                      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 LL is a party or by which the LL
                      is bound or to which its assets are subject, (iv) result
                      in the imposition of any security interest upon any assets
                      of the Seller or (v) violate or contravene any state
                      statute, rule or regulation applicable to the LL or any
                      order, writ, judgment, injunction, decree, determination
                      or award.

         11. Representations and Warranties of Lender: Lender warrants and
             represents to CSSA and Nominees:

                 a.   Authorization. Lender has full legal right, power and
                      capacity to enter into this Agreement and all other
                      Transaction Documents and perform his obligations
                      hereunder and thereunder. Upon execution and delivery of
                      this Agreement by the parties hereto and thereto, this
                      Agreement shall constitute the legal, valid and binding
                      obligation of the Lender, enforceable against it in
                      accordance with their respective terms, except as
                      enforceability may be limited by bankruptcy, insolvency,
                      reorganization, moratorium or other similar laws affecting
                      the enforcement of creditor rights generally and by
                      general equitable principles.

                 b.   Title. The Lender (i) is the sole record and beneficial
                      owner of the Pledged Shares set forth it the above
                      recitals, which recital is incorporated herein, free and
                      clear of all liens or encumbrances, save as disclosed in
                      this Agreement and (ii) has sole managerial and
                      dispositive authority with respect to such Pledged Shares.
                      On the Closing Date, any and all proxies granted with
                      respect to the Pledged Shares deposited hereunder shall
                      have been validly revoked, provided however that until
                      receipt of a Notice of Transfer, Lender may personally
                      vote the Pledged Shares. Upon delivery to the Escrow Agent
                      of the Pledged Shares to CSSA and Nominees, Lender will be
                      deemed to have sold the Pledged Shares to CSSA for
                      delivery to Nominees, and Nominees will own and hold, good
                      and marketable title to the Pledged Shares, as reissued to
                      Nominees, free and clear of any and all liens or
                      contractual restrictions or limitations whatsoever.



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                 c.   Authorization. Lender has complied with all applicable
                      agreements, contracts, regulations and orders in
                      connection with the execution, delivery and performance of
                      this Agreement, and the transactions contemplated hereby
                      and thereby. Lender is not required to submit any notice,
                      report, or other filing with or to the Company or any
                      governmental authority in connection with such Lender's
                      execution or delivery of this Agreement, nor the
                      consummation of the transactions contemplated hereby. No
                      authorization, consent, approval, exemption or notice is
                      required to be obtained by such Lender in connection with
                      the execution, delivery, and performance of this Agreement
                      and the transactions contemplated hereby.





         12. Authority of CSSA and Nominee. The execution and delivery by CSSA
             and Nominee of the this Agreement, and the performance by CSSA and
             Nominee of their respective obligations hereunder, have been duly
             and validly authorized by all requisite corporate action on the
             part of CSSA and Nominee. This Agreement, when executed and
             delivered, will be legally valid and binding obligations of CSSA
             and Nominee, as their interests appear, enforceable against CSSA
             and Nominee 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 CSSA and Nominee's
             knowledge, the execution and delivery of this Agreement by CSSA and
             Nominee and the performance by CSSA and Nominee of their respective
             obligations there under do not, as of the date hereof, (i) conflict
             with or violate the provisions of either CSSA or Nominee's Articles
             of Incorporation or Bylaws, (ii) require on the part of either CSSA




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             and Nominee any filing with, or any permit, authorization, consent
             or approval of, any 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 ore 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 CSSA
             or Nominee is a party or by which CSSA or Nominee is bound or to
             which its assets are subject, (iv) result in the imposition of any
             security interest upon any assets of CSSA or Nominee, or (v)
             violate or contravene any state statute, rue or regulation
             applicable to CSSA or Nominee or any order, writ, judgment,
             injunction, decree, determination or award.

         13. Escrow Agent: The parties designate Close Brothers (Caymans)
             Limited as Escrow Agent.

         14. Miscellaneous:

                 a.   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.

                 b.   Amendments, Waivers and Consents. Any provision in the
                      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 party seeking such
                      action shall obtain consent thereto in writing from the
                      other parties. 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.






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                 c.   Addresses for Notices. All notices, requests, demands and
                      other communications provided for hereunder shall be in
                      writing (including telegraphic communication) and mailed,
                      telegraphed or delivered to each applicable party at the
                      address set forth above or at such other address as to
                      which such party may inform the other parties in writing
                      in compliance with the terms of this Article. All such
                      notices, requests, demands and other communications shall
                      be considered to be effective when delivered.


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

                 e.   Effectiveness; Binding Effect; Assignment. This Agreement
                      shall be binding upon and inure to the benefit of LL,
                      Lender, CSSA and Nominees and the respective successors
                      and assigns; provided, that, no party may assign any of
                      its rights or obligations under this Agreement without the
                      prior written consent of all other parties.

                 f.   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.


                 g.   Governing Law; Venue. This Agreement shall be enforced,
                      governed and construed in accordance with the laws the
                      State of New York or federal securities law where
                      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
                      Philadelphia, Pennsylvania, 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



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                      court of competent 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.


                 h.   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.

                 i.   Survival of Representations and Warranties. All
                      representations and warranties made in the Transaction
                      Documents, or any other instrument or document delivered
                      in connection herewith or therewith, shall survive the
                      execution and delivery hereof or thereof for a period of
                      two (2) years.

                 j.   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.


                 k.   Further Assurances. From and after the date of this
                      Agreement, any party may request that any other party or
                      parties hereto 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.



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IN WITNESS HEREOF, THE PARTIES SET THEIR HANDS AS OF THE DATE FIRST ABOVE
WRITTEN:

LaserLock Technologies, Inc.                 Californian Securities S.A.
837 Lindy Lane                               Edificio Bilbao Plaza, Suite 418,
Bala Cynwyd, Pennsylvania 19004              Avenida Bilbao, Panama City
                                             Republic of Panama



By:  NORMAN GARDNER                          By:     JAVIER CALVO
Name:  Norman Gardner                        Name:   Javier Calvo
Title: President & CEO                       Title:  President

                                             Pacific Continental Securities (UK)
                                             Nominees, Limited
                                             80 Cannon Street
                                             London, UK  EC4M 6HL


NORMAN GARDNER                               By:________________________________
------------------------------------         Name:
Norman Gardner, Individually                 Title:




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