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                                LICENSE AGREEMENT

THIS LICENSE  AGREEMENT is dated the 20th day of September, 2001

BY AND BETWEEN: NOCOPI TECHNOLOGIES, INC., a corporation duly
                organized and existing under the laws of Maryland, with offices
                at 537 Apple Street, West Conshohocken, Pennsylvania, 19428-2903
                ("NOCOPI")

AND:            LL SECURITY PRODUCTS INC., a corporation duly organized and
                existing under the laws of Nevada, with offices at 837 Lindy
                Lane, Bala Cynwyd, Pennsylvania, 19004, and its Affiliates as
                herein defined ("LICENSEE")

WITNESSETH:

WHEREAS, NOCOPI is the sole owner of a series of patents and patent
applications dealing with and relating to, amongst other things, a system
incorporating activating and counterfeit-deterrent inks;

WHEREAS, NOCOPI wishes to enter into a contractual arrangement with LICENSEE so
as to provide LICENSEE with:

i) the non-exclusive use of the NOCOPI Technology for the specific range of
products hereinafter defined in clause 1.09; and

ii) the exclusive use of the NOCOPI Technology for the range of products
hereinafter defined in clause 1.06.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements,
provisions and covenants herein contained, the parties hereto hereby agree as
follows:

1.       DEFINITION

1.01     "ADDITIONAL EARNINGS" shall mean that portion of LICENSEE'S net
         earnings during a Royalty Year, net of all costs as determined by
         standard accounting methods, derived from the sale by LICENSEE of
         Non-Exclusive Products and Exclusive Products which is attributed
         solely to incorporation of NOCOPI Technology.

1.02     AFFILIATES" shall mean any corporation which owns either party or is
         owned or controlled to the extent of at least fifty percent (50%) of
         the issued and voting stock of such corporation by either party.

1.03     "DESIGN RIGHTS" shall mean design rights (whether registered or
         unregistered) which are owned or which may hereafter be owned by NOCOPI
         and which relate to the NOCOPI Technology.

1.04     "EFFECTIVE DATE" of this Agreement shall be September 20, 2001.



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1.05     "EUROPE" shall mean all countries as are encompassed within the area
         bounded by the Atlantic Ocean on the West, the Arctic Ocean on the
         North, the Mediterranean and its annexes on the South and the fifty
         (50) longitude on the East, and including also all countries or
         territories comprised in the geographic territories of the area
         previously occupied by the former Union of Soviet Socialist Republic,
         as well as overseas territories and departments of any country in
         Europe.

1.06     "EXCLUSIVE PRODUCTS" shall mean only paper products such as coupons,
         slips and other documents which incorporate (but not during the
         manufacture of paper and paperboard) NOCOPI Technology for the
         legalized gambling industry (exclusive of government-sponsored
         lotteries and promotional games).

1.07     "NOCOPI REPORT" shall mean a written report, which shall list the sale
         price and customer (or customer code) rather than actual name of all
         Non-Exclusive Products and Exclusive Products sold by the LICENSEE
         during the preceding Royalty Period.

1.08     "NOCOPI TECHNOLOGY" shall mean the Rub & Reveal technology furnished by
         NOCOPI that incorporates a counterfeit-deterrent ink which is reactive,
         and includes without limitation all granted patents and patent
         applications listed on Exhibit A hereto, together with any granted
         patent arising from such applications (collectively, the "PATENTS").

1.09     "NON-EXCLUSIVE PRODUCTS" shall mean and shall be restricted to products
         derived from Rub & Reveal applications which incorporate NOCOPI
         Technology; provided, however, LICENSEE shall not use NOCOPI Technology
         to market, sell, manufacture or have manufactured cash register tapes
         or any other products derived from Rub & Reveal applications that
         NOCOPI can demonstrate through documentary proof it was selling as of
         the Effective Date (collectively, the "EXCLUDED PRODUCTS").

1.10     "QUARTERLY ROYALTY PERIOD" shall mean the period of three (3) calendar
         months commencing on the Effective Date, and every three (3) month
         period thereafter during the term of this Agreement.

1.11     "ROYALTY PERIOD" shall mean a period of twelve (12) calendar months
         commencing on the Effective Date and every twelve (12) month period
         thereafter so long as this Agreement remains in effect.

1.12     "TERM" shall mean the time period contemplated by Article 7.

1.13     "TERRITORY" shall mean the world, save and except for Europe, which
         shall be governed by the provisions of clause 2.03.

2.       LICENSE

2.01     NOCOPI irrevocably licenses and grants to LICENSEE the exclusive right
         to use the NOCOPI Technology to market, promote, sell, manufacture, and
         have manufactured Exclusive Products in the Territory.

2.02     NOCOPI also irrevocably licenses and grants to LICENSEE the
         non-exclusive right to use the NOCOPI Technology to market, promote,
         sell, manufacture, and have manufactured Non-Exclusive Products (not
         including the Excluded Products) in the Territory.


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2.03     If at any time during the Term of this License Agreement, NOCOPI's
         right to grant LICENSEE the licenses in clauses 2.01 and 2.02 in Europe
         is confirmed, then the Territory shall be immediately redefined to
         include Europe, and NOCOPI will take all necessary actions to confirm
         such right.

2.04     NOCOPI undertakes that it will make complete and full disclosure to the
         LICENSEE of all of the NOCOPI Technology required to enable the
         LICENSEE to market, sell and distribute Exclusive and Non-Exclusive
         Products in the Territory.

         2.04.1   The Licenses granted in clauses 2.01 and 2.02 shall
                  specifically include the right to sublicense an unaffiliated
                  third party (each, a "sublicensee"), provided:

                  i)       that all such sublicensees have executed contracts
                           with NOCOPI which (a) contain secrecy and
                           confidentiality provisions for NOCOPI's benefit at
                           least as extensive as those required of LICENSEE in
                           Article 10, (b) authorize enforcement by either
                           LICENSEE or NOCOPI, at its option, (c) provide for
                           NOCOPI to receive the same royalties, in the same
                           manner, as required of LICENSEE in Article 4, (d)
                           provide for termination of the sublicense if
                           LICENSEE's rights hereunder are validly terminated by
                           NOCOPI, and (e) provide for termination of the
                           sublicense due to any breach by the sublicensee that
                           would constitute a breach of this Agreement if
                           committed by LICENSEE;

                  ii)      that LICENSEE shall have delivered to NOCOPI within a
                           period of ten (10) business days of execution, an
                           original of each sublicense contract; and

                  iii)     that any sublicense relating to Non-Exclusive
                           Products shall be subject to NOCOPI's prior written
                           consent, which will not be unreasonably withheld or
                           delayed.

2.05     Notwithstanding the provisions of clauses 2.01 and 2.02 hereof but in
         addition thereto, NOCOPI agrees and acknowledges that as long as this
         Agreement remains in effect, that (a) NOCOPI will treat as exclusive
         customers of the LICENSEE all customers to whom the LICENSEE may have
         sold Non-Exclusive Products during the Term of this Agreement, (b)
         NOCOPI shall not solicit any such customers to purchase products
         competitive with or comparable to the Non-Exclusive Products from
         either NOCOPI or any party other than LICENSEE, and (c) NOCOPI shall
         not sell, attempt to sell, or assist others to sell or attempt to sell
         competitive or comparable products to any such customers. LICENSEE
         recognizes and agrees that it will include all such sales in its report
         of Additional Earnings.

3. SUPPLY OF RAW MATERIALS

3.01     NOCOPI shall sell to LICENSEE and shall provide all necessary deterrent
         inks required by LICENSEE for the Exclusive Products and Non-Exclusive
         Products, the whole at NOCOPI'S then prevailing most favorable selling
         price to any other party. The ink selling price as of the Effective
         Date is One Hundred Dollars ($100.00) per gallon, and no changes to the
         selling price will be made except upon written notice given to LICENSEE
         at least thirty (30) days prior to the effective date of such change.


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3.02     LICENSEE shall pay NOCOPI for the costs of all such inks within a
         period of forty-five (45) days following the date of invoice.

4.       CONSIDERATION

4.01     In consideration of the rights granted to LICENSEE under this Agreement
         for the NOCOPI Technology, LICENSEE agrees to pay to NOCOPI royalties
         in accordance with the clauses hereinafter following, but subject to
         any offsets authorized under clause 8.02 below,

4.02     For each Royalty Period commencing on the Effective Date, LICENSEE
         shall pay to NOCOPI at the times and in the manner set out in clauses
         4.03 and 5.02 hereof a minimum annual royalty fee equal to the greater
         of (i) Fifteen Thousand Dollars ($15,000.00), or (ii) five percent (5%)
         of the Additional Earnings relating to sales of Exclusive Products and
         ten percent (10%) of the Additional Earnings relating to sales of
         Non-Exclusive Products. In the event that one or more technologies
         emanating from LICENSEE are incorporated by LICENSEE into Exclusive
         Products and Non-Exclusive Products, the Royalty Fee shall be reduced
         to two and one-half percent (2 1/2%) for all such Exclusive Products
         utilizing technology emanating from LICENSEE, and to five percent (5%)
         for all such Non-Exclusive Products utilizing technology emanating from
         LICENSEE.

4.03     The minimum annual royalty fee of Fifteen Thousand Dollars ($15,000.00)
         shall be paid by LICENSEE to NOCOPI as follows:

         i)       as to the Royalty Periods ending September 19, 2002 and
                  September 19, 2003 respectively, the sum of Thirty Thousand
                  Dollars ($30,000.00) concurrently with the execution and
                  delivery of this License Agreement and a certain Escrow
                  Agreement, the receipt of which sum is acknowledged by NOCOPI;

         ii)      as to each Royalty Period (if applicable) subsequent to that
                  ending on September l9, 2003, by way of four quarterly
                  payments of Three Thousand Seven Hundred and Fifty Dollars
                  ($3,750.00) beginning forty-five (45) days after the
                  commencement of such Royalty Period.

4.04     In the event of NOCOPI's alleged breach of any of clauses 2.05, 3.01,
         8.02, 9.02, 10.02, 13.01, or 15.02 of this Agreement, LICENSEE shall,
         in addition to its other rights or remedies, be authorized, during the
         pendency of any dispute related thereto, to deposit the royalties
         otherwise due into an interest-bearing account maintained by the Escrow
         Agent. The royalties so deposited and maintained shall be released and
         disbursed only as directed by the parties' joint written instruction,
         by a court of competent jurisdiction, or by the arbitrators pursuant to
         Article 16 hereof.

5. RECORDS AND REPORTS

5.01     LICENSEE agrees to keep accurate accounts and complete records in
         sufficient detail to record the Additional Earnings for the Territory
         during each Quarterly Royalty Period or during each Royalty Period as
         the case may be, so that the amount of royalty payments due to NOCOPI
         may be ascertained.

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5.02     LICENSEE shall deliver to NOCOPI:

         i)       no later than forty-five (45) days after the close of each
                  Royalty Period during the Term; and

         ii)      commencing with the Quarterly Royalty Period beginning on the
                  Effective Date, no later than forty-five (45) days after the
                  close of each Quarterly Royalty Period; and

         iii)     after the termination of this agreement

         a statement specifying the information referred to in clause 5.01
         hereof and in such form and containing such details as NOCOPI
         reasonably requires substantiating LICENSEE'S Additional Earnings in
         the Territory during the applicable period. LICENSEE shall, at the same
         time as providing the said statement, also remit the amount of any
         royalties due in accordance with the statement. The receipt or
         acceptance by NOCOPI of any statements furnished pursuant to this
         Agreement or any royalty payments paid hereunder (or the cashing of any
         checks paid hereunder) shall not preclude NOCOPI from questioning the
         correctness thereof at any time and in the event that inconsistencies
         or mistakes are discovered in such statements or payments, they shall
         be rectified and appropriate payments shall immediately be made by
         LICENSEE or credit given to LICENSEE by NOCOPI, as may be appropriate.

5.03     If LICENSEE fails to deliver such a statement to NOCOPI within
         forty-five (45) days of the end of the particular period, NOCOPI, in
         addition to any other rights and on not less than ten (10) days prior
         notice to LICENSEE, may employ an independent auditor qualified to
         practice and practicing in the United States, to examine such books and
         records of LICENSEE as may be necessary to enable him to report upon
         and certify the amount of Additional Earnings and LICENSEE will
         promptly pay to NOCOPI the cost thereof as additional royalty.

5.04     LICENSEE agrees, upon request by NOCOPI, to permit an auditor qualified
         to practice and practicing in the United States, who may be designated
         by either party, to have access during normal business hours at least
         once annually on ten (10) business days' notice, to audit such books
         and records as may be necessary to determine the correctness of any
         report or payment made under this Agreement. On request, with
         reasonable notice, LICENSEE will make available at its offices, all
         relevant books of account and records.

5.05     If any audit reveals a discrepancy between the amount payable to NOCOPI
         and the amounts actually paid to NOCOPI and if that discrepancy exceeds
         five percent (5%) of the amounts payable as determined in the audit,
         LICENSEE shall pay all of NOCOPI's reasonable costs associated with
         such audit. Otherwise, all costs associated with any audit shall be the
         responsibility of NOCOPI.

5.06     LICENSEE shall be entitled to receive copies of all audit reports
         prepared pursuant to this Article 5.


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6. MARKING AND USE OF NOCOPI'S TRADEMARK

 6.01    If LICENSEE and/or any of its sublicensees utilize the trademark "Rub &
         Reveal" or any other trademark owned by NOCOPI in association with the
         NOCOPI Technology, they shall do so only in respect of products the
         qualify and specifications of which have been previously approved of by
         NOCOPI, and LICENSEE shall provide NOCOPI with adequate opportunity so
         that NOCOPI may satisfy itself that such quality and specifications are
         maintained during continuance of such use. Before using such trademark
         in any area, LICENSEE and/or its sublicensees shall be responsible for
         acquainting themselves with and informing NOCOPI of all licensing
         formalities, user registration and quality control requirements
         applicable in such area, which are reasonably necessary to the
         protection of NOCOPI's interest in the trademark, and NOCOPI shall
         co-operate with LICENSEE and/or its sublicensees at their respective
         expense in fulfilling such requirements, it being understood that in
         any area where NOCOPI takes no steps to register the trademark, there
         shall be no such obligation on LICENSEE and/or its sublicensees in
         respect of such requirements other than quality control. In the event
         that any good will shall accrue to LICENSEE in the trademark "Rub &
         Reveal" or any other trademark of NOCOPI in any area, LICENSEE and/or
         its sublicensees will agree in writing to assign such goodwill to
         NOCOPI on termination of this license or upon request by NOCOPI to this
         extent that such can be accomplished under generally accepted
         accounting principles. Nothing herein shall be deemed to prevent
         LICENSEE from selling Non-Exclusive and Exclusive Products under its
         own trade names.

7. TERM AND TERMINATION

 7.01    This Agreement shall commence on September 20, 2001 and shall continue
         until 7:00 o'clock in the afternoon of September 19, 2003 (unless
         terminated as hereinafter provided); and shall thereafter automatically
         renew from year to year, unless and until terminated as provided for in
         clause 7.02 or clause 7.03 hereof.

         7.02     Only LICENSEE shall have the option of terminating this
                  Agreement in the following circumstance:

         7.02.1   by not less than thirty (30) days' notice, in advance and in
                  writing, to NOCOPI, prior to September 19, 2003 or, in the
                  event that this Agreement continues after the first 24-month
                  period, by sixty (60) days' notice, in advance and in writing,
                  to NOCOPI.

         7.03     Either LICENSEE or NOCOPI shall have the option of terminating
                  this Agreement in the following circumstances:

         7.03.1   If a party shall make any composition with creditors or go
                  into liquidation whether voluntary or compulsory, or analogous
                  proceedings shall be commenced, then the other party may, at
                  its sole and absolute discretion, by notice in writing,
                  forthwith terminate this Agreement, failing which notice this
                  Agreement shall continue to remain in full force and effect.

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         7.03.2   If a party shall breach any material term or condition of this
                  Agreement, and shall fail to cure or initiate the cure of such
                  material breach within thirty (30) days after receipt of
                  written notice from the other party specifying the nature of
                  the material breach in full detail, the non-breaching party
                  may forthwith terminate this Agreement by notice in writing,
                  failing which notice this Agreement shall continue to remain
                  in full force and effect. Notwithstanding the foregoing, in
                  the event of a dispute between LICENSEE and NOCOPI as to
                  whether a material breach has occurred or been cured during
                  the pendency of which dispute LICENSEE pays any royalties due
                  hereunder either to NOCOPI or to the Escrow Agent pursuant to
                  clause 4.04, NOCOPI shall continue to manufacture and supply
                  inks to LICENSEE, and LICENSEE shall continue to pay for such
                  inks, pursuant to Articles 3 and 13, until and unless
                  otherwise directed by the arbitrators pursuant to Article 16
                  hereof.

8. ADDITIONAL OBLIGATIONS

8.01     NOCOPI shall provide, at the expense of LICENSEE, such technical
         training for personnel of LICENSEE as may be required in order to
         acquaint LICENSEE with the NOCOPI Technology. For these purposes,
         "expense" shall include travel costs only and not include salary or
         other compensation or the cost of benefits for NOCOPI personnel whether
         employed by NOCOPI or retained by NOCOPI on any other basis.

8.02     NOCOPI shall, through counsel acceptable to LICENSEE (i) prosecute
         diligently any patent applications relating to the PATENTS pending as
         of the date of this Agreement or thereafter, (ii) preserve and maintain
         all rights in any patent applications and the PATENTS, including
         without limitation the payment of all renewal, maintenance, or other
         fees related thereto, and (iii) bring suit in its own name, with the
         prior written consent of LICENSEE which will not be unreasonably
         withheld, to enforce the PATENTS and any other licenses issued by
         NOCOPI thereunder. NOCOPI represents and warrants to LICENSEE that the
         current payment schedule for all renewals, maintenance, or other fees
         related to the PATENTS is attached as Exhibit B hereto. NOCOPI shall
         promptly provide LICENSEE with a copy of any notices received by NOCOPI
         regarding any of the PATENTS or patent applications, including without
         limitation any renewal, maintenance, or other fees relating thereto,
         and shall, upon request, furnish written proof that is reasonably
         satisfactory to LICENSEE regarding NOCOPI's compliance with the
         foregoing obligations. Any expenses incurred in connection with any of
         the foregoing obligations shall be borne solely by NOCOPI; provided,
         however, that if NOCOPI shall fail to perform any of the obligations or
         provide LICENSEE with any of the notices set forth in this clause 8.02,
         LICENSEE is hereby authorized to take such actions in its own name or
         in the name of NOCOPI as may be necessary or appropriate in LICENSEE'S
         sole judgment to perform such obligation. NOCOPI shall promptly, upon
         demand, reimburse and indemnify LICENSEE for all damages, costs and
         expenses, including attorney's fees, incurred by LICENSEE pursuant to
         this clause 8.02. Without limiting the generality of the foregoing,
         LICENSEE shall have the right to offset against royalties otherwise due
         to NOCOPI under Article 4 above the damages, costs, and expenses,
         including attorney's fees, incurred by LICENSEE. NOCOPI shall not
         abandon any PATENTS, or any right to file a patent application or any
         pending patent application relating to any PATENTS, without LICENSEE'S
         prior written consent.

8.03     The LICENSEE shall immediately advise NOCOPI of any legal notices
         served on the LICENSEE which might affect NOCOPI, handle promptly all
         correspondence from NOCOPI, and assist and co-operate with NOCOPI's
         officers, research and sales personnel during their trips to the
         facilities of the LICENSEE and/or the suppliers of the LICENSEE.


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9. WARRANTIES, LIMITATIONS OF LIABILITY, AND HOLD HARMLESS

9.01     Each party expressly saves and holds the other party, and any
         Affiliates, harmless from any and all liability of any kind or nature
         whatsoever to customers and to other third parties which may arise from
         its negligent acts or omissions.

9.02     NOCOPI warrants that (a) NOCOPI is the sole and exclusive owner of the
         NOCOPI Technology, including without limitation any PATENTS associated
         therewith, (b) NOCOPI has the unqualified right to enter into this
         Agreement and perform its terms, (c) NOCOPI has not and will not enter
         into any agreement which is inconsistent with NOCOPI's obligations and
         undertakings to LICENSEE under this Agreement, (d) any ink sold to
         LICENSEE will conform to samples previously provided, and (e) the
         licenses and rights granted pursuant to this Agreement, when used as
         intended and without unauthorized modification, do not violate any
         right or infringe any patent, copyright or other protection of
         intellectual property belonging to any third party. NOCOPI agrees to
         defend, indemnify, and hold harmless the LICENSEE and LICENSEE'S
         principals, directors, officers, employees, and/or agents from and
         against any and all liabilities, penalties, claims, demands, suits, and
         causes of action of any nature whatsoever, whether groundless or
         otherwise, and any and all damages, costs and expenses sustained or
         incurred (including cost of defense, settlement, and attorneys' fees)
         asserted by or on behalf of any person or entity arising out of any
         claim that any of the licenses or rights granted by NOCOPI pursuant to
         this Agreement, or the NOCOPI Technology applied pursuant to this
         Agreement, infringe any patent, copyright or protection of intellectual
         property generally, whether such claim is valid or baseless and
         wherever it may arise. NOCOPI shall include LICENSEE as a named insured
         on all liability insurance policies maintained by NOCOPI during the
         Term and shall provide written proof thereof to LICENSEE from time to
         time as requested. These undertakings shall expressly survive any
         termination of this Agreement.

9.03     Except as herein expressly stated (a) there are no warranties,
         expressed or implied, by operation of law or otherwise for any item
         furnished hereunder, (b) NOCOPI disclaims any implied warranty or
         merchantability or fitness for a particular purpose, and (c) in no
         event shall LICENSEE or its Affiliates, be liable for any incidental,
         indirect or consequential damages in connection with or arising out of
         this Agreement.

10.      CONFIDENTIALITY

10.01    LICENSEE shall keep secret and confidential the NOCOPI Technology
         and/or Design Rights made available to it by NOCOPI and shall not
         disclose the same other than to permitted sublicensees, ink
         manufacturers, and those Directors and employees of LICENSEE or any
         Affiliate of LICENSEE who may be deemed to have a legitimate reason to
         be party to the NOCOPI Technology and/or Design Rights.

10.02    OCOPI shall keep secret and confidential the terms and conditions of
         this Agreement and any information which LICENSEE passes to NOCOPI
         hereunder, and not disclose the same except to its own employees as
         necessary to carry out the purposes of this Agreement, or, with respect
         to the terms and conditions of this Agreement, as may be necessary to
         comply with applicable federal securities or other laws.

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10.03    The obligations of secrecy undertaken by both parties pursuant to this
         Article 10, shall not apply to information which:

         10.03.1  is already, or which subsequently becomes generally known to
                  the public through no fault of the recipient; or

         10.03.2  the recipient can demonstrate was known to the recipient prior
                  to the date disclosed. For the purposes hereof, that which the
                  recipient can demonstrate was known will be that which the
                  recipient can establish by written evidence was known to it at
                  the date disclosed; or

         10.03.3  is received from a third party, provided that such third party
                  is lawfully entitled to disclose the same; or

         10.03.4  is disclosed in any patent or patent application which may
                  publish

10.04    The obligations of secrecy pursuant to this Article 10 will expire on
         the tenth anniversary of the termination of this Agreement as
         hereinabove provided.

10.05    The provisions of this Article 10 contain the entire understanding and
         agreement between the parties with respect to matters dealing with
         confidentiality and cannot be amended, modified or supplanted in any
         respect except by a subsequent written agreement entered into by both
         parties. If either party is required by a court of law or government
         agency to disclose information otherwise deemed confidential under this
         Article 10, it shall give the other party prompt written notice of such
         requirement prior to such disclosure and assistance in obtaining an
         order protecting the information from public disclosure.

11.      IMPROVEMENTS

11.01    During the term of this Agreement, each party shall disclose to the
         other party any improvements to the NOCOPI Technology and/or Design
         Rights which the first party may discover or which comes into its
         possession. Any such improvements shall, from the time of the party's
         knowledge, conception or development, be the property of NOCOPI. Upon
         request by NOCOPI, the LICENSEE shall execute and deliver to NOCOPI
         such instrument as NOCOPI may reasonably request in order to achieve
         such industrial or intellectual property status as NOCOPI shall deem
         appropriate to perfect the assignment of the rights so granted by the
         LICENSEE to NOCOPI; provided, however, that LICENSEE shall have a
         perpetual, irrevocable, non-exclusive, and royalty-free license for any
         such improvements which LICENSEE discovers or which come into its
         possession

12.      MISCELLANEOUS

12.01    Neither the LICENSEE nor NOCOPI shall be in default under this
         Agreement nor be liable for any failure to perform or for any delay in
         performance resulting from any cause beyond its/their reasonable
         control including compliance with any regulations, orders or act, of
         any federal, provincial, state or municipal government, or any
         department or agency thereof, civil or military authority, acts of God,
         acts or omissions of the other party, fires, floods or weather, strikes
         or lockouts, factory shutdowns, embargoes, wars, hostilities or riots,
         delays or shortages in transportation or inability to obtain labor,
         manufacturing facilities or material.


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12.02    Each of the parties shall bear all taxes imposed on each of them as a
         result of the existence or operation of this Agreement including, but
         not restricted to, any tax on or measured by any payment required to be
         made by it hereunder, any registration tax, any tax imposed with
         respect to the granting of, or transfer of, licenses or other rights or
         payments hereunder.

12.03    This Agreement may be varied or amended only by the written agreement
         of the parties hereto through their duly authorized officers or
         representatives.

12.04    In any case where any notice or other communication is required or
         permitted to be given hereunder, such notice or communication shall be
         in writing and:

         i)       personally delivered;

         ii)      sent by postage prepaid registered mail, or

         iii)     transmitted by telex or facsimile to the parties at the
                  addresses first hereinbefore listed or to such other addresses
                  as the parties may notify each other.

12.05    The relationship between the parties shall be governed by the terms of
         this Agreement, and the terms of a certain Escrow Agreement being
         executed contemporaneously, and shall not extend to other activities,
         transactions or contracts. This Agreement is expressly conditional upon
         LICENSEE'S receiving written assurances from Westvaco Corporation and
         Westvaco Brand Security, Inc. (collectively, "Westvaco") relative to
         certain agreements between NOCOPI and Westvaco that are satisfactory to
         LICENSEE in its sole discretion. Neither party is in any way the legal
         representative or agent of, nor has any authority to assume or create
         any obligation on behalf of, the other party. LICENSEE shall make no
         guarantees, warranty or representation with respect to the Exclusive
         Products or to the Non-Exclusive Products that purports to apply to or
         bind NOCOPI.

12.06    If any provision of this Agreement is held illegal, such provision
         shall be severed from this Agreement and shall be inoperative. The
         parties shall use their best endeavors to replace the severed provision
         with a new provision which is not illegal and which follows the
         principles of the severed provision as closely as is legally possible.
         The remainder of this Agreement shall remain binding on the parties
         hereto,

12.07    No waiver of breach of any of the provisions of this Agreement shall be
         construed to be a waiver of any succeeding breach of the same or any
         other provision.

12.08    This Agreement may be executed in any number of counterparts. Any
         single counterpart or set of counterparts signed, in either case, by
         the parties hereto, shall constitute a full and original Agreement for
         all purposes.

12.09    The descriptive heading of the several articles of this Agreement are
         inserted for convenience only and do not constitute a part of this
         Agreement. Capitalized terms not otherwise defined in this Agreement
         shall have the meaning set forth in the Escrow Agreement.


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12.10    The preamble hereof shall be deemed to form part of this Agreement for
         all purposes,

13. SUPPLY OF INK

13.1     NOCOPI agrees that it will timely supply LICENSEE with inks proprietary
         to NOCOPI in accordance with the terms and conditions of clause 3.01
         hereof. The obligation to supply such inks shall apply only for that
         quantity of ink that is ordered by a purchase order emanating from the
         LICENSEE and which is received by NOCOPI at least twenty-one (21) days
         prior to the requested delivery date.

13.2     NOCOPI further agrees that upon request by LICENSEE it will provide
         statements justifying its most favorable selling price for the NOCOPI
         inks.

14. GOVERNING LAW

14.01    This Agreement shall be governed by the laws of the Commonwealth of
         Pennsylvania. Any action in equity seeking to enforce or interpret this
         Agreement shall only be brought in a state or federal court serving
         Montgomery County, Pennsylvania, and both parties hereby consent to
         personal jurisdiction and venue in Montgomery County, Pennsylvania.

15. BINDING EFFECT ASSIGNMENT

15.01    This Agreement may not be assigned or otherwise transferred by either
         party, in whole or in part, whether voluntarily or by operation of law,
         without the written consent of the other party except that the LICENSEE
         may assign this Agreement to an Affiliate without consent. No
         assignment of this Agreement shall be valid unless and until all of the
         obligations of the assigning party, including without limitation
         NOCOPI's covenants in clause 15.02 below, have been assumed, in
         writing, by the assignee. When duly assigned in accordance with the
         foregoing, this Agreement shall be binding upon and inure to the
         benefit of the assignee, including, without limitation, in connection
         with the assigning party's purchase or sale of assets, or merger or
         consolidation with another party. Any attempted assignment in
         contravention of this clause 15.01 shall be void.

15.02 NOCOPI covenants and agrees that it shall not sell the NOCOPI Technology
or any material part thereof (including without limitation the PATENTS) unless
it shall have first offered in writing to sell such NOCOPI Technology or part
thereof to LICENSEE. In the event NOCOPI (a) receives a bona fide offer from a
third party to purchase the NOCOPI Technology or any material part thereof, or
(b) otherwise desires to sell the NOCOPI Technology or any material part
thereof, NOCOPI shall present the terms of such offer to LICENSEE in writing,
which shall include the sale price, payment, and all other material terms and
conditions, including customary representations and warranties given by the
seller of a business or business assets. LICENSEE shall signify its interest to
purchase the NOCOPI Technology or material part thereof, as the case may be, by
presenting a signed letter of intent to NOCOPI not later than 30 days after
NOCOPI's delivery of the terms of the offer to sell. In its letter of intent,
LICENSEE may substitute cash or cash equivalents for any other form of payment
proposed by the third party purchaser. If LICENSEE does not present a signed
letter of intent to NOCOPI within such 30 day period, LICENSEE's first right of
purchase shall lapse and NOCOPI may, for a period of 90 days thereafter, sell
the NOCOPI Technology or any material part thereof, as the case may be, to a
third party, subject to the terms and conditions of this License Agreement and a
certain Escrow Agreement being executed contemporaneously hereto, upon
substantially the same terms and conditions that were offered to LICENSEE, after
which time, if the third party sale has not closed, NOCOPI must again first
offer to sell the NOCOPI Technology or any material part thereof, as the case
may be, to LICENSEE hereunder before selling the same to any third party. If
LICENSEE and NOCOPI enter into a letter of intent, the parties agree to
negotiate diligently and in good faith to consummate the sale within not more
than 90 days thereafter, unless the parties agree to extend such date. With
respect to the price of any such proposed sale. LICENSEE shall be entitled to a
credit equal to one half (1/2) of all fees paid to NOCOPI under Article 4
hereof.


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<PAGE>

16.      ARBITRATION

16.1     in the event of any dispute, difference or question arising between the
         parties in connection with this Agreement, or any clause or the
         construction thereof, or the rights, duties or liabilities of either
         party, which cannot be amicably resolved by the parties then and in
         every such case, unless the parties concur in the appointment of a
         single arbitrator, the matter of difference shall be referred to three
         (3) arbitrators, one to be appointed by each party, and the third to be
         nominated by the two so selected by the parties, or if they cannot
         agree on a third, by the Philadelphia, PA office of the American
         Arbitration Association ("AAA").

16.2     In the event that either party, within thirty (30) days of any
         notification made to it of the demand for arbitration by the other
         party, shall not have appointed its arbitrator, such arbitrator shall
         be appointed by the AAA. Arbitration shall take place at the AAA's
         Philadelphia, PA office under the AAA's Commercial Rules. The
         arbitrators must base their decision on this Agreement and their
         decision shall be binding on both parties and may be enforced by any
         court of competent jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective representatives thereunto duly authorized as of the date
first hereinabove written.

NOCOPI TECHNOLOGIES, INC.



Per:     /s/ Micheal A. Feinstein, M.D.
         ------------------------------
         Micheal A. Feinstein, M.D.
         Chairman


LL SECURITY PRODUCTS INC.



Per:     /s/ Norman A. Gardner
         ---------------------
         Norman A. Gardner
         President



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