NOTE
      PURCHASE AGREEMENT

     

    THIS
      NOTE
      PURCHASE AGREEMENT is made as of the 18 day of May, 2007, by and among LaserLock
      Technologies, Inc., a Nevada corporation (the “Corporation”),
      and
      the investors listed on Schedule
      A
      hereto
(as
      the
      same may be amended, modified or supplemented from time to time), and who have
      executed a counterpart signature page hereto (each individually, an
“Investor”
and
      collectively the “Investors”).

     

    THE
      PARTIES HEREBY AGREE AS FOLLOWS:

     

    1. Purchase
      and Sale of Notes.

     

    1.1 Purchase
      and Sale.
      Subject
      to the terms and conditions of this Agreement, at the Closing (as hereinafter
      defined), the Investors will purchase, severally and not jointly, and the
      Corporation will sell and issue to the Investors, convertible promissory notes,
      each in the form attached hereto as Exhibit
      A
      (collectively, the “Notes”
and
      each, individually, a “Note”)
      in the
      aggregate principal amount of $400,000.

     

    1.2 Closings.
      The
      purchase and sale of the Notes (the “Closings”)
      shall
      take place at the offices of Morgan, Lewis & Bockius LLP, 1701 Market
      Street, Philadelphia, Pennsylvania 19103, at 10:00 a.m. local time, on the
      dates
      set forth in Schedule
      A,
      or at
      such other location, dates and time as may agreed upon between the Investors
      and
      the Corporation (each a “Closing
      Date”).
      At
      each
      Closing, the Corporation shall issue and deliver to each Investor a Note in
      the
      principal amount set forth opposite each Investor’s name in Schedule
      A
      (the
“Purchase
      Amount”).

     

    1.3 Payments.
      At each
      Closing, against delivery of the Note being purchased by each Investor, such
      Investor shall (i) deliver to the Corporation either a bank or certified check
      payable to the order of the Corporation, or (ii) transfer such sum to the
      account of the Corporation by wire transfer.

     

    1.4 Deliveries.
      At each
      Closing, the Corporation will issue and deliver the Notes to the Investors
      against payment of the full purchase price therefor by wire transfer or bank
      or
      certified check payable to the order of the Corporation.

     

    1.5 Use
      of
      Proceeds.
      The
      Corporation will use the balance of the proceeds from the sale of the Notes
      for
      working capital and general corporate purposes and, at the first Closing, to
      repay all of the outstanding unsecured indebtedness of the Company to PFK
      Development Group, Ltd in the aggregate amount outstanding as of April 30,
      2007
      of $152,513.89.

     

    2. Representations,
      Warranties and Covenants of the Corporation.
      Subject
      to the exceptions disclosed in the forms, documents and other reports required
      to be filed or furnished by the Corporation with the Securities and Exchange
      Commission filed or furnished prior to the date of this Agreement (the
“SEC
      Documents”),
      the
      Corporation hereby represents and warrants to each Investor purchasing Notes
      at
      any Closing that as of the date of such Closing: 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.1 Organization.
      The
      Corporation is duly organized, validly existing and in good standing under
      the
      laws of the State of Nevada, and has all requisite corporate or other power
      and
      authority to own, lease and operate its properties and other assets and to
      carry
      on its business as presently conducted and as presently proposed to be conducted
      and as a foreign corporation in the State of Pennsylvania, which constitute
      all
      the jurisdictions in which the character of the property owned or leased by
      the
      Corporation or the nature of the activities conducted by the Corporation makes
      such qualification necessary, except where the failure to be so qualified could
      not reasonably be expected to have a material adverse effect on the assets,
      condition, or business as now conducted (“Material
      Adverse Effect”).
      

     

    2.2 Capitalization.
      The
      authorized capital stock of the Corporation immediately upon the consummation
      of
      the Closing shall consist of:

     

    (a) 75,000,000
      duly authorized shares of Preferred Stock $.001 par value per share
      (“Preferred
      Stock”),
      all
      of which have shares been designated “Series A Preferred Stock” and none of
      which shares are issued and outstanding.

     

    (b) 175,000,000
      duly authorized shares of Common Stock $.001 par value per share (“Common
      Stock”),
      of
      which, as of April 25, 2007, 73,440,506 shares are issued and outstanding,
      all
      of which are fully paid and nonassessable.

     

    (c) Except
      as
      contemplated hereby or in the SEC Documents, there are, and immediately upon
      consummation of the transactions contemplated by the Financing Documents (as
      hereinafter defined), there will be, no preemptive or similar rights to purchase
      or otherwise acquire capital stock of the Corporation pursuant to any provision
      of law, the Charter, the Bylaws or any agreement to which the Corporation or
      any
      stockholder thereof is a party. There is, and immediately upon the consummation
      of the transactions contemplated by the Financing Documents, there will be,
      no
      agreement, restriction or Encumbrance (such as a right of first refusal, right
      of first offer, proxy, voting trust, voting agreement, etc.) with respect to
      the
      sale or voting of any capital stock of the Corporation (whether outstanding
      or
      issuable upon conversion or exercise of outstanding securities). Except as
      contemplated hereby, there are no outstanding offers, commitments or other
      rights to purchase Notes.

     

    2.3 Authorization
      of Agreement, Etc.
      The
      execution, delivery and performance by the Corporation of this Agreement, the
      Notes and each other document or instrument contemplated hereby (collectively,
      the “Financing
      Documents”)
      have
      been duly authorized by all requisite corporate action by the Corporation;
      and
      this Agreement and each other Financing Document has been duly executed and
      delivered by the Corporation. Each of the Financing Documents is or, in the
      case
      of the Notes, will be, the valid and binding obligation of the Corporation,
      enforceable against the Corporation in accordance with its terms, subject to
      applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
      moratorium or other similar laws affecting creditors’ rights and remedies
      generally, and subject, as to enforceability, to general principles of equity
      (regardless of whether enforcement is sought in a proceeding at law or in
      equity). 

     

    2.4 No
      Conflicts.
      The
      execution, delivery and performance by the Corporation of this Agreement or
      the
      other Financing Documents, the issuance, sale and delivery of the Notes, and
      compliance with the provisions hereof by the Corporation, will not (a) violate
      any provision of law, statute, rule or regulation (whether foreign or domestic)
      applicable to the Corporation or any ruling, writ, injunction, order, judgment
      or decree of any court, arbitrator, administrative agency or other governmental
      body (whether foreign or domestic) applicable to the Corporation or any of
      its
      properties or assets or (b) conflict with or result in any breach of any of
      the
      terms, conditions or provisions of, or constitute (with notice or lapse of
      time
      or both) a default (or give rise to any right of termination, cancellation
      or
      acceleration) under, or result in the creation of, any encumbrance upon any
      of
      the properties or assets of the Corporation under, the articles of incorporation
      or bylaws of the Corporation or any contract or other agreement or instrument
      to
      which it is a party.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    2.5 Approvals.
      Except
      for the (a) filing of any notice subsequent to the Initial Closing which may
      be
      required under applicable foreign, federal or state securities law (which,
      if
      required, will be filed on a timely basis as may be so required) and (b)
      obtaining the consent of Senior Note Holders (as hereinafter defined) under
      the
      instruments and other documents delivered in connection with the Senior Loan
      Agreement (as hereinafter defined), no permit, authorization, consent or
      approval of or by, or any notification of or filing with, any person
      (governmental or private) is required in connection with the execution, delivery
      or performance of the Financing Documents by the Corporation.

     

    3. Representations,
      Warranties and Covenants of the Investors.
      Each
      Investor, severally and not jointly, hereby represents, warrants and covenants
      that:

     

    3.1 Authorization.
      This
      Agreement and the other Financing Documents to which it is a party constitute
      its valid and legally binding obligations, enforceable in accordance with their
      respective terms.

     

    3.2 Purchase
      Entirely for Own Account.
      This
      Agreement is made with each Investor in reliance upon such Investor’s
      representation to the Corporation, which by such Investor’s execution of this
      Agreement such Investor hereby confirms, that the Notes to be received by such
      Investor hereunder will be acquired for investment for such
      Investor’s own account, not as a nominee or agent, and not with a view to the
      resale or distribution of any part thereof, and that such Investor has no
      present intention of selling, granting any participation in, or otherwise
      distributing the same. By executing this Agreement, each Investor further
      represents that such Investor does not have any contract, undertaking, agreement
      or arrangement with any person to sell, transfer or grant participations to
      such
      person or to any third person, with respect to any of the Notes. Each Investor
      represents that it has full power and authority to enter into this Agreement
      and
      each of the other Financing Documents to which it is a party.

     

    3.3 Disclosure
      of Information.
      It
      believes it has received all the information it considers necessary or
      appropriate for deciding whether to purchase the Notes being offered, sold
      and
      delivered hereunder. Each Investor further represents that it has had an
      opportunity to ask questions and receive answers from the Corporation regarding
      the terms and conditions of the sale of the Notes.

     

    3.4 Investment
      Experience.
      It is
      an investor in securities of companies in the development stage and acknowledges
      that it is able to fend for itself, can bear the economic risk of its investment
      and has such knowledge and experience in financial or business matters that
      it
      is capable of evaluating the merits and risks of the investment in the Notes
      being issued hereunder. If other than an individual, each Investor also
      represents it has not been organized solely for the purpose of acquiring the
      Notes being issued hereunder.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    3.5 Restricted
      Securities.
      It
      understands that the Notes it is purchasing pursuant hereto and the Conversion
      Stock to be issued upon conversion of the Notes are characterized as “restricted
      securities” under the federal securities laws in as much as such shares are
      being acquired from the Corporation in a transaction not involving a public
      offering and that under such laws and applicable regulations such securities
      may
      be resold without registration under the Act only in certain limited
      circumstances, and is aware that the certificates representing such Investor’s
      respective ownership of Notes and Conversion Stock, as the case may be, will
      bear related restrictive legends. In this connection, each Investor represents
      that it is familiar with Rule 144 promulgated under the Act, as presently in
      effect, and understands the resale limitations imposed thereby and by the
      Act.

     

    3.6 Accredited
      Investor.
      Such
      Investor is an Accredited Investor within the definition set forth in Rule
      501(a) under the Act.

     

    3.7 Finder’s
      Fee.
      Such
      Investor is not obligated for any finder’s fee or commission in connection with
      the transactions contemplated by this Agreement. Each Investor shall indemnify
      and hold harmless the Corporation from any liability for any commission or
      compensation in the nature of a finder’s fee (and the costs and expenses of
      defending against such liability or asserted liability) for which the Investor
      or any of its officers, partners, employees, or representatives is
      responsible.

     

    4. Conditions
      of Each Investor’s Obligations at the Closing.
      The
      obligations of each Investor under Section 1 of this Agreement are subject
      to
      the fulfillment on or before each Closing Date of each of the following
      conditions, the waiver of which shall not be effective against any Investor
      who
      does not consent in writing thereto:

     

    4.1 Representations
      and Warranties.
      The
      representations and warranties made by the Corporation in Section 2 hereof
      shall
      be true and correct in all material respects on and as of such Closing Date
      as
      if made on and as of such date.

     

    4.2 Proceedings
      and Documents.
      All
      corporate and other proceedings in connection with the transactions contemplated
      at such Closing and all documents incident thereto shall be reasonably
      satisfactory in form and substance to such Investor, and each such Investor
      shall have received all such counterpart original and certified or other copies
      of such documents as the Investor may reasonably request, including but not
      limited to a copy of this Agreement and each of the other Financing Documents
      executed by the Corporation.

     

    5. Conditions
      of the Corporation’s Obligations at the Closing.
      The
      obligations of the Corporation to each Investor under this Agreement are subject
      to the fulfillment on or before each Closing Date of each of the following
      conditions by that Investor:

     

    5.1 Representations
      and Warranties.
      The
      representations and warranties of the Investor contained in Section 3 shall
      be
      true on and as of such Closing.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    5.2 Payment
      of Purchase Price.
      The
      Investors shall have delivered the purchase price specified in Section
      1.1.

     

    5.3 Execution.
      The
      Investor shall have executed and delivered a counterpart signature page to
      this
      Agreement and the other Financing Documents.

     

    6. Protective
      Provision.
      For so
      long as there are any Notes outstanding, the Corporation shall not, without
      the
      prior written consent of the holders of the majority of the outstanding
      principal amount of the Notes then outstanding, increase or decrease the number
      of authorized shares of Common Stock or Preferred Stock.

     

    7. Miscellaneous.

     

    7.1 Survival
      of Warranties.
      The
      warranties, representations and covenants of the Corporation and the Investors
      contained in or made pursuant to this Agreement shall survive the execution
      and
      delivery of this Agreement and the Closing and shall in no way be affected
      by
      any investigation of the subject matter thereof made by or on behalf of the
      Investors or the Corporation.

     

    7.2 Successors
      and Assigns.
      Except
      as otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties. Nothing in this Agreement, express or implied, is
      intended to confer upon any party other than the parties hereto or their
      respective successors and assigns any rights, remedies, obligations, or
      liabilities under or by reason of this Agreement, except as expressly provided
      in this Agreement.

     

    7.3 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      Commonwealth of Pennsylvania (without reference to the conflicts of law
      provisions thereof).

     

    7.4 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.
      This
      Agreement may be executed by facsimile signature.

     

    7.5 Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    7.6 Notices.
      All
      notices, demands and requests of any kind to be delivered to any party in
      connection with this Agreement shall be in writing and shall be deemed to have
      been duly given if personally delivered or if sent by internationally-recognized
      overnight courier or by registered or certified mail, return receipt requested
      and postage prepaid, addressed as follows:

     

    (a) if
      to the
      Corporation, to:

     

    Laserlock
      Technologies, Inc.

    837
      Lindy
      Lane

    Bala
      Cynwyd, PA 19004

    Telecopy:
      (610) 668-2771

    Attention:
      Chairman and CEO

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    (b) if
      to an
      Investor, to the address of such Purchaser set forth on Schedule
      A;

     

    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other parties hereto in writing in accordance with the provisions of
      this
      Section 6.6. Any such notice or communication shall be deemed to have been
      received (i) in the case of personal delivery, on the date of such
      delivery, (ii) in the case of internationally-recognized overnight courier,
      on the next business day after the date when sent and (iii) in the case of
      mailing, on the third business day following that on which the piece of mail
      containing such communication is posted.

     

    7.7 Expenses.
      The
      Corporation shall pay all of the expenses (legal, accounting and other expenses,
      if any) incurred by the Investors in connection with the negotiation,
      preparation and execution of this Agreement and the transactions contemplated
      hereby.

     

    7.8 Amendments
      and Waivers.
      Any
      term,
      covenant, agreement or condition of this Agreement may be amended, and
      compliance therewith may be waived (either generally or in a particular
      circumstance and either retroactively or prospectively), by one or more
      substantially concurrent written instruments signed by the Corporation and
      by
      Investors holding Notes representing at least a majority of the principal amount
      of all of the outstanding Notes issued pursuant to this Agreement (the
“Majority
      Purchasers”).
      Any
      amendment or waiver effected in accordance with this Section 6.8 shall be
      binding upon all of the Investors and the Corporation. 

     

    7.9 Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement and the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded and shall be enforceable in accordance with its terms.

     

    7.10 Entire
      Agreement.
      This
      Agreement and the other documents delivered pursuant hereto and thereto
      constitute the full and, entire understanding and agreement between the parties
      with regard to the subjects hereof and thereof.

     

    [REMAINDER
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    
      	 	
              LASERLOCK
                TECHNOLOGIES, INC.

               

               

              By:  /s/
                NORMAN
                GARDNER                             
                

              Name:
                Norman Gardner

              Title:  
                President and Chief Executive Officer

            
	 	 
	 	 
	 	 
	 	 
	 	 


    

    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    



    LASERLOCK
      TECHNOLOGIES, INC.

    Counterpart
      Signature Page

    to
      Note Purchase Agreement dated as of May 18, 2007

    


    INVESTORS:

    


    CLYDESDALE
      PARTNERS II, LLC

     

    By
      its
      Manager, PFK Management Group, LLC,

    a
      California limited liability company

     

    


    


    
      	
              By:

            	
              /s/
                JAMES S. MADDEN

            
	 	
              Name:
                James S. Madden

            
	 	
              Title:
                Manager

            


    

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    LASERLOCK
      TECHNOLOGIES, INC.

    Counterpart
      Signature Page

    to
      Note Purchase Agreement dated as of May 18, 2007

    


    INVESTORS:

    


    NOB
      HILL
      CAPITAL PARTNERS LP

     

    By
      its
      General Partner, Nob Hill Capital Management, Inc.,

    a
      California corporation

     

    


    


    
      	
              By:

            	
              /s/
                STEPHEN MITTEL

            
	 	
              Name:
                Stephen Mittel

            
	 	
              Title:
                President

            


    

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    Schedule
      A

    


    


    
      	
              Investor

            	
              Address

            	
              Purchase
                Amount

            	
              Closing
                Date

            
	
              Clydesdale
                Partners II, LLC

            	
              160
                Spear Street, Suite 230

              San
                Francisco, California 94105-1546

            	
              $110,000

            	
              May
                18, 2007

            
	
              --

            	
              --

            	
              $25,000

            	
              August
                31, 2007

            
	
              --

            	
              --

            	
              $25,000

            	
              September
                30, 2007

            
	
              --

            	
              --

            	
              $25,000

            	
              October
                31, 2007

            
	
              --

            	
              --

            	
              $25,000

            	
              November
                30, 2007

            
	
              --

            	
              --

            	
              $25,000

            	
              December
                31, 2007

            
	
              --

            	
              --

            	
              $25,000

            	
              January
                31, 2008

            
	
              Nob
                Hill Capital Partners LP

            	 	
              $140,000

            	
              May
                18, 2007