-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 HGgbmOg4BDpH8hDlFKAJRjaNbMDrwA2GU7fMW+3ZOLSwR7Up1WMyZlRuoujGJNZW
 KzZG4nPsJbdrNcWR8avVxQ==

<SEC-DOCUMENT>0000950116-03-004642.txt : 20031124
<SEC-HEADER>0000950116-03-004642.hdr.sgml : 20031124
<ACCEPTANCE-DATETIME>20031124155437
ACCESSION NUMBER:		0000950116-03-004642
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20031217
FILED AS OF DATE:		20031124
EFFECTIVENESS DATE:		20031124

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LASERLOCK TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0001104038
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS CHEMICAL PRODUCTS [2890]
		IRS NUMBER:				233023677
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-31927
		FILM NUMBER:		031020769

	BUSINESS ADDRESS:	
		STREET 1:		837 LINDY LANE
		CITY:			BALA CYNWYD
		STATE:			PA
		ZIP:			19004
		BUSINESS PHONE:		6109091000

	MAIL ADDRESS:	
		STREET 1:		837 LINDY LANE
		CITY:			BALA CYNWYD
		STATE:			PA
		ZIP:			19004
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>def14a.txt
<DESCRIPTION>DEF 14A
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [X]    Filed by a Party other than the Registrant [ ]

 Check the appropriate box:
 [ ] Preliminary Proxy Statement
 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e
     (2))
 [X] Definitive Proxy Statement
 [ ] Definitive Additional Materials
 [ ] Soliciting Material Pursuant to ss.240.14a-12

                          LaserLock Technologies, Inc.
- --------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)


                837 Lindy Lane, Bala Cynwyd, Pennsylvania, 19004
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 Payment of Filing Fee (Check the appropriate box):
 [X] No fee required.
 [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 1) Title of each class of securities to which transaction applies:
 Shares of Common Stock
- --------------------------------------------------------------------------------

 2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------

 3) Per unit price or other underlying value of transaction computed pursuant to
 Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
 calculated and state how it was determined):
- --------------------------------------------------------------------------------

 4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------

 5) Total fee paid:
- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

 1) Amount Previously Paid:
- --------------------------------------------------------------------------------

 2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------

 3) Filing Party:
- --------------------------------------------------------------------------------

 4) Date Filed:
- --------------------------------------------------------------------------------



<PAGE>


                          LASERLOCK TECHNOLOGIES, INC.
                                 837 LINDY LANE
                            BALA CYNWYD, PENNSYLVANIA
                                      19004
                                 (610) 668-1952

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                          IN LIEU OF AN ANNUAL MEETING

                          TO BE HELD DECEMBER 17, 2003

To Our Stockholders:

         A Special Meeting in lieu of an Annual Meeting of LaserLock
Technologies, Inc.'s stockholders will be held at the law offices of Morgan,
Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania 19103, on
Wednesday, December 17, 2003, at 6:00 p.m., local time.

         The purpose of the meeting is to consider and act upon the following:

         1. the election of four directors to our Board of Directors;

         2. the amendment and restatement of our Articles of Incorporation,
including amendments to increase the authorized number of our shares of common
stock from 40,000,000 to 250,000,000, to increase the authorized number of our
shares of preferred stock from 10,000,000 to 75,000,000 and to authorize our
Board of Directors to designate rights of, and issue without further action by
our stockholders, the 75,000,000 shares of preferred stock;

         3. the consideration of the LaserLock Technologies, Inc. 2003 Stock
Option Plan;

         4. the ratification of the selection of Cogen Sklar, LLP as our
independent auditors for the year ending December 31, 2003; and

         5. the transaction of any other business as may properly come before
the meeting or any adjournment(s) of the meeting.

         We have fixed November 18, 2003 as the record date for determining the
stockholders entitled to vote at the meeting. You are not entitled to notice of,
or to vote at, the meeting if you were not a stockholder of record at the close
of business on that date.

         You are cordially invited to attend the meeting. Whether or not you
expect to attend the meeting in person, please sign, date and promptly return
the enclosed proxy to ensure that your shares will be represented at the
meeting. The enclosed envelope requires no postage if mailed within the United
States. Many of our stockholders hold their shares in "street name" through
brokers, banks and other nominees may choose to vote their shares over the
Internet or by telephone instead of using the enclosed proxy card or the form of
proxy sent to them by their brokers, banks and other nominees. If your shares
are held in "street name" and you wish to vote over the Internet or by
telephone, please follow the instructions on the form of proxy sent to you by
your broker, bank or other nominee. If you attend the meeting, you may revoke
your proxy and vote in person.


                                             By Order of the Board of Directors,

                                             NORMAN A. GARDNER

                                             Norman A. Gardner
                                             President
Bala Cynwyd, Pennsylvania
November 24, 2003


<PAGE>


                          LASERLOCK TECHNOLOGIES, INC.
                                 837 LINDY LANE
                            BALA CYNWYD, PENNSYLVANIA
                                      19004
                                 (610) 668-1952

                                 PROXY STATEMENT

                         SPECIAL MEETING OF STOCKHOLDERS
                          IN LIEU OF AN ANNUAL MEETING


                                DECEMBER 17, 2003

About this Proxy Statement

         The Board of Directors of LaserLock Technologies, Inc. is soliciting
proxies to be used at a Special Meeting of Stockholders in lieu of an Annual
Meeting of Stockholders. The meeting will be held at the law offices of Morgan,
Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania 19103 on
Wednesday, December 17, 2003, at 6:00 p.m., local time. This proxy statement,
and the related notice of a Special Meeting in lieu of an Annual Meeting and the
form of proxy, will be mailed to stockholders beginning on or about November 24,
2003. In this proxy statement, LaserLock Technologies, Inc., a Nevada
corporation, is sometimes referred to as "LaserLock," the "Company," "we," or
"our" or by words of similar import.

VOTING PROCEDURES

Who Can Vote

         Only LaserLock's common stockholders at the close of business on the
record date, November 18, 2003, may vote at the meeting. You are entitled to
cast one vote for each share of LaserLock common stock that you owned as of the
close of business on the record date. At the close of business on the record
date, there were 39,610,867 shares of LaserLock common stock outstanding.

How You Can Vote

         You can vote by:

         o  marking your proxy card, dating and signing it, and returning it in
            the postage-paid envelope we have provided, or

         o  attending the meeting and voting in person.

How You Can Revoke Your Proxy or Change Your Vote

         You can revoke your proxy at any time before it is voted at the meeting
         by:

         o  sending a written notice that you have revoked your proxy to Norman
            A. Gardner at 837 Lindy Lane, Bala Cynwyd, Pennsylvania 19004,

         o  submitting a later-dated proxy card, or

         o  attending the meeting, giving our Secretary written notice of your
            revocation and voting your shares.
<PAGE>

         If a bank, broker or other nominee of record holds your shares in its
name, you must obtain a proxy card executed in your favor from the holder of
record to be able to vote your shares at the meeting.

General Information on Voting

         A quorum must exist for voting to take place at the meeting. A quorum
exists if holders of a majority of the outstanding shares of our common stock
are present at the meeting in person or are represented by proxy at the meeting.
Shares represented by a proxy marked "abstain" or "withheld" on any matter will
be considered present at the meeting for purposes of determining whether there
is a quorum, but will not be considered as votes FOR or AGAINST that matter.
Shares represented by a proxy as to which there is a "broker non-vote" (that is,
where a broker holding your shares in "street" or "nominee" name indicates to us
on a proxy that the broker has the discretionary authority to vote your shares
on some but not all matters) will be considered present at the meeting for
purposes of determining a quorum but will not be voted on matters as to which
there is a "broker non-vote." Abstentions and "broker non-votes" will therefore
have no effect on the outcome of any vote taken at the meeting.

         The director nominees will be elected by a plurality of the votes cast
for the election of directors at the meeting. Thus, the nominees who receive the
most votes will be elected as directors. All other matters to be voted upon at
the meeting must be approved by a majority of the votes cast on those matters.

         Shares that have been properly voted and not revoked will be voted at
the meeting in accordance with the instructions on your proxy card. If you sign
your proxy card but do not mark your choices, Norman A. Gardner or Joel A.
Pinsky, the persons named on the enclosed proxy card, will vote the shares
represented by your proxy card:

         o  FOR the election of Julius Goldfinger, Norman A. Gardner, Joel A.
            Pinsky and Michael J. Prevot as directors of the Company;

         o  FOR the amendment and restatement of the Company's Articles of
            Incorporation;

         o  FOR the approval of the LaserLock Technologies, Inc. 2003 Stock
            Option Plan; and

         o  FOR the ratification of the Board's selection of Cogen Sklar, LLP as
            independent auditors of the Company for the year ending December 31,
            2003.

         If any other matters are properly presented at the meeting for
consideration, Mr. Gardner will have the discretion to vote on those matters for
you. Currently, we are not aware of any such matters.

Costs of Solicitation

         We will pay the cost for preparing, assembling and mailing this proxy
statement. Our directors, officers and employees may solicit proxies through the
mail, direct communication or otherwise. None of our directors, officers or
employees will receive additional compensation for soliciting proxies. We may
reimburse brokerage firms and other custodians, nominees or fiduciaries for
their reasonable expenses for forwarding proxy and solicitation materials to
stockholders.

                                       2
<PAGE>


                                   PROPOSAL 1
                              ---------------------

                              ELECTION OF DIRECTORS

         Pursuant to the Company's bylaws, the number of directors of the
Company shall be fixed by the Company's Board of Directors. The Company
currently has three directors, but the Board has voted to increase the number of
directors to four.

         At the Special Meeting in lieu of an Annual Meeting, the Company's
stockholders will elect four directors to serve until the next annual meeting of
stockholders and until their respective successors have been duly elected and
qualified.

         The Board of Directors has nominated Mr. Norman A. Gardner, Mr. Joel A.
Pinsky, Mr. Michael J. Prevot and Mr. Julius Goldfinger for election as
directors of the Company at the meeting. All of the nominees except for Mr.
Goldfinger currently are serving as directors of the Company.

Nominees for Election as Directors

Existing Director Nominees

Norman A. Gardner, Director since 1999, age 61

         Mr. Gardner has been the President of the Company since its inception
on November 11, 1999. From 1974 to 1985, Mr. Gardner served as President of
Polymark Management, Ltd., a Canadian public relations firm. In 1982, Mr.
Gardner founded Nocopi Technologies, Inc. of West Conshohocken, Pennsylvania, a
publicly traded company ("Nocopi"). He served as President and Chief Executive
Officer of Nocopi from 1985 until 1997, and as Chairman of its board of
directors until March 1998. Mr. Gardner received his B.A. in English from McGill
University in 1963.

Joel A. Pinsky, Director since 2001, age 67

         Mr. Pinsky is a founding partner of the law firm Gross, Pinsky and has
practiced his profession in Montreal, Canada on a full-time basis for 40 years.
He received his B.A. from McGill University in 1957, his B.C.L. from McGill
University in 1960, and his B.Com from Concordia University in 1961.

Michael J. Prevot, Director since 1999, age 48

         Mr. Prevot has been the Vice President of Sales of the Company since
its inception on November 11, 1999. From 1985 to 1999, Mr. Prevot served as
President of Vista Security Papers, a San Francisco-based company that sells
security products. Mr. Prevot studied business at the College of San Mateo in
San Mateo, California in 1974-1975, and at Skyline College in San Bruno,
California in 1975-1976. Mr. Prevot dedicates 10-20 percent of his time
performing his duties as the Vice President of Sales of the Company. These
duties include approaching potential clients and arranging for sales meetings
and presentations.



                                       3
<PAGE>

New Director Nominee

Julius Goldfinger, age 74

         Mr. Goldfinger has more than 40 years of experience in venture capital
investing, corporate finance, securities analysis and portfolio management,
including structuring, restructuring and financing of mergers and acquisitions
for small to medium-sized companies. In addition to Mr. Goldfinger's financial
experience, he currently serves as Chairman and CEO of Milestone Musical
Memories, Inc., a start-up music company. From February 1974 to January 1981,
Mr. Goldfinger was in charge of The Venture Capital Group at the Bankers Trust
Company where he was responsible for the restructuring, refinancing and eventual
sale, merger or liquidation of the entire venture capital portfolio, consisting
of more than 60 companies, of the Bankers Trust Company, completed in 1981.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE
DIRECTOR NOMINEES. Proxies will be voted FOR ALL DIRECTOR NOMINEES unless
otherwise specified in the proxy.


                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
                            DIRECTORS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners, Directors, Management and Key
Personnel

         The following table lists the persons we know to be beneficial owners
of at least five percent of our common stock, who are either directors or
nominees for election as a director or who are key personnel or executive
officers of the Company as of November 18, 2003. In general, beneficial
ownership includes ownership of those shares a person has the power to vote or
transfer, as well as shares owned by immediate family members who live with that
person. Unless otherwise specified, each beneficial owner identified in the
table below has sole voting and dispositive power with respect to all of the
shares listed opposite that person's name.
<TABLE>
<CAPTION>


                                                                               Approximate
                                                                               Percentage
                                                                             of Outstanding
    Name (and Address of 5% Beneficial Owner)           Number of Shares    Common Stock (1)
    -----------------------------------------           ----------------    ----------------
<S>                                                    <C>                     <C>
Californian Securities S.A.                              4,576,736 (2)         11.4%
Edificio Bilbao Plaza, Suite 418
Avenida Bilbao
Panama City, Republic of Panama

Norman A. Gardner                                        3,150,000 (3)          7.9%
Howard Goldberg                                            930,000 (4)          2.3%
Julius Goldfinger                                          280,000 (5)            *
Joel A. Pinsky                                             250,000 (5)            *
Michael J. Prevot                                          300,000 (5)            *
Harvey Goldberg                                             66,667 (6)            *
Directors and officers as a group (6 persons)            4,976,667 (7)         11.9%
</TABLE>

- ---------------
* Represents less than one percent of our outstanding common stock.

(1)      Percentage of ownership is based on 39,610,867 shares of Common Stock
         issued and outstanding as of the record date for the meeting. As
         described in greater detail in "Proposal 2," our Articles of
         Incorporation authorize the issuance of 40,000,000 shares of Common
         Stock. Accordingly, we were permitted to issue only 389,133 additional
         shares of Common Stock as of the record date. Thus, in computing the
         beneficial ownership of the persons listed in this table, we have
         assumed that the additional shares would be issued upon the exercise of
         options, even though we do not have authority to issue the additional
         shares.

                                       4
<PAGE>

(2)      Includes 1,761,500 shares loaned to us for the benefit of, and pledged
         to, Californian Securities S.A. ("Californian") and 618,139 shares
         loaned to us for the benefit of, and pledged to, Pacific Continental
         Securities (UK) Nominees, Limited ("Continental" and, together with
         Californian, the "Pledgees") by Norman A. Gardner pursuant to a Stock
         Loan Agreement, dated October 14, 2003. If stockholders reject Proposal
         2, the Pledgees will have power to vote and dispose of these shares,
         effective January 1, 2004.

(3)      Includes 500,000 shares issuable upon the exercise of stock options.
         Also includes 2,379,639 shares loaned to us for the benefit of, and
         pledged to, the Pledgees. If stockholders reject Proposal 2, the
         Pledgees will have the power to vote and dispose of these loaned and
         pledged shares, effective January 1, 2004. Mr. Gardner's address is c/o
         the Company at 837 Lindy Lane, Bala Cynwyd, Pennsylvania 19004.

(4)      Represents shares issuable upon the exercise of a stock option
         exercisable within 60 days after the record date. If stockholders
         reject Proposal 2, we will not have a sufficient number of authorized
         shares of Common Stock to permit the exercise of this stock option. For
         additional information concerning our arrangements with Mr. Howard
         Goldberg, see "Employment Agreements - Compensation for Executive
         Officers and Other Key Personnel - Howard Goldberg."

(5)      Includes 250,000 shares issuable upon the exercise of a stock option
         exercisable within 60 days after the record date.

(6)      Represents shares issuable upon the exercise of a stock option
         exercisable within 60 days after the record date.

(7)      Includes 2,246,667 shares issuable upon the exercise of a stock option
         exercisable within 60 days after the record date.


                 OUR EXECUTIVE OFFICERS AND OTHER KEY PERSONNEL

         The following table lists our executive officers and other key
personnel as of the record date. Executive officers and other key personnel are
appointed by the Board of Directors and may be removed by the Board with or
without cause, subject to the rights of the executive officers and other key
personnel under any employment or other agreements they may have with the
Company from time to time.

Name                           Age          Position

Norman A. Gardner              61           Chairman, Chief Executive Officer,
                                            President and Director

Howard Goldberg                58           (1)

Harvey Goldberg                63           (2)

Michael J. Prevot              48           Vice President of Sales and Director
- -------------------
(1)      Mr. Howard Goldberg has agreed to perform for us, as a consultant, the
         services customarily performed by the chief operating officer of a
         business. He is not employed by the Company.

(2)      Mr. Harvey Goldberg has agreed to perform for us, as a consultant,
         business advisory services. He is not employed by the Company.

         The business experience of each of Messrs. Gardner and Prevot is
summarized in "Proposal 1 - Election of Directors." The business experience of
Mr. Howard Goldberg and Mr. Harvey Goldberg is summarized in "Compensation of
Executive Officers and Other Key Personnel."

                                       5
<PAGE>

Committees of the Board

         The Board of Directors does not currently have standing audit,
nominating and compensation committees or any committees performing similar
functions.

Board Meetings

         Our Board of Directors held three meetings in our fiscal year ended
December 31, 2002. Each of our directors attended all of those meetings. Our
Board took other actions during our fiscal year ended December 31, 2002 by
written consent.

Board Resignations

         On March 31, 2003, Ed Fishman and Steven Meistrich each tendered their
resignations from the Board of Directors for personal reasons. Each of their
resignations became effective as of May 1, 2003.

                                   PROPOSAL 2
                              ---------------------

           APPROVAL OF AMENDED AND RESTATED ARTICLES OF INCORPORATION

         The Company's current Articles of Incorporation authorize the issuance
of 50,000,000 shares of capital stock, consisting of 40,000,000 shares of Common
Stock and 10,000,000 shares of Preferred Stock. The Board of Directors has
adopted a resolution to amend and restate the Company's Articles of
Incorporation to increase the authorized capital stock of the Company to
250,000,000 shares by increasing the number of authorized shares of Common Stock
to 175,000,000 shares and increasing the number of authorized shares of
Preferred Stock to 75,000,000 shares. The text of the proposed Amended and
Restated Articles of Incorporation is set forth as Appendix A to this proxy
statement.

         The terms of the authorized shares of Preferred Stock cannot be stated
or estimated at this time because no offering of the Preferred Stock is
contemplated in the proximate future. The Board of Directors will have the
authority to fix and determine the rights and preferences of the shares of any
series of Preferred Stock that is established, including dividends, seniority,
conversion rights and prices, voting rights, redemption or other repurchase
rights and prices, maturity dates and similar matters, without further action by
the stockholders.

         In the view of the Board of Directors, publicly traded companies, such
as the Company, need to have a sufficient number of authorized shares of Common
Stock and Preferred Stock available to be issued from time to time in order to
respond to financing and other needs. The Board of Directors believes it is in
the stockholders' best interests for the Company to have a variety of financing
alternatives available to allow the Company to address its capital requirements
in rapidly changing capital markets.

         The potential issuance of Preferred Stock may have the effect of
delaying, deferring or preventing a change in control of the Company, may
discourage bids for the Common Stock at a premium over the market price of the
Common Stock and may adversely affect the market price of, and the voting and
other rights of the holders of, Common Stock. The Company has no current plans
to issue additional shares of Preferred Stock.

                                       6
<PAGE>

         Our directors and executive officers, as well as the Pledgees, have an
interest in the outcome of the vote of stockholders on this proposal. As of the
record date, we had issued and outstanding 39,610,867 shares of Common Stock.
Our Articles of Incorporation authorize the issuance of 40,000,000 shares of
Common Stock. Accordingly, as of the record date, we were permitted to issue
only 389,133 additional shares of Common Stock. Each of Messrs. Howard Goldberg,
Harvey Goldberg and Goldfinger holds options to purchase shares of our Common
Stock that cannot be exercised unless this proposal is approved by stockholders.
In addition, Mr. Gardner loaned to us 2,379,639 shares for the benefit of, and
pledged these shares to, the Pledgees. If this proposal is not approved by
stockholders, the Pledgees will acquire the shares subject to the pledge from
us, and Mr. Gardner will have a claim against us for repayment of the loan of
his shares to us. In that case, we would be unable to repay the loan in shares,
as we would not have sufficient authorized and unissued shares to repay the
loan. Further, we likely would be unable to satisfy our obligations to Mr.
Gardner otherwise, which could have a material adverse effect on us. Such an
effect likely would be highly detrimental to the Pledgees given the significant
beneficial ownership that they and their customers have in us. Accordingly, the
Pledgees likewise have an interest in the outcome of the vote on this proposal.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDED
AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF
SHARES OF THE COMPANY'S COMMON STOCK AND PREFERRED STOCK AND TO AUTHORIZE THE
BOARD TO DESIGNATE AND ISSUE PREFERRED STOCK WITHOUT FURTHER ACTION BY
STOCKHOLDERS. Proxies will be voted FOR THE ADOPTION OF THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION unless otherwise specified in the proxy.

                                   PROPOSAL 3
                              ---------------------

                                 APPROVAL OF THE
               LASERLOCK TECHNOLOGIES, INC. 2003 STOCK OPTION PLAN

General

         The LaserLock Technologies, Inc. 2003 Stock Option Plan (the "Plan")
provides for the grant of incentive stock options, nonqualified stock options,
and dividend equivalents to our employees, consultants and advisors, as well as
the employees, consultants and advisors of our subsidiaries and affiliate. If we
had a parent company, we could also make these grants to its consultants and
advisors.

         Our Board of Directors has approved the Plan and is submitting the Plan
for stockholder approval. Stockholder approval is being sought (i) so that the
compensation attributable to grants under the Plan may qualify for an exemption
from the $1,000,000 compensation deduction limit under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code") (see "Section 162(m)"
under "Federal Income Tax Consequences" below); (ii) for incentive stock options
to meet the requirements of the Code; and (iii) to meet requirements of certain
established trading markets if we are able to cause our shares to trade on such
a market while the Plan is in existence or the grants that can be made under the
Plan are outstanding.

         The following is a summary of the material terms of the Plan. A copy of
the Plan is attached as Appendix B to this proxy statement.

Purpose of the Plan

         The Plan is intended to provide a means by which our employees,
consultants, advisors, and directors can acquire and maintain stock ownership,
thereby strengthening their commitment to our success. The Plan will provide an
incentive for employees, consultants, advisors, and directors to focus their
attention on managing us as equity owners and will align their interests with
those of the stockholders.

                                       7
<PAGE>

Description of the Plan

         Administration: The Plan will be administered by a stock option
committee (referred to as the "committee"). Our Board, however, may ratify or
approve any grants it deems appropriate, and the committee may delegate any or
all of its powers under the Plan to an individual or a subcommittee, with
respect to grants to persons who are not executive officers. The committee has
the authority to (i) determine the individuals to whom grants will be made under
the Plan; (ii) determine the type, size, and terms of each grant; (iii)
determine the time when grants will be made and the duration of any applicable
exercise or restriction period; (iv) amend the terms of any previously issued
grant; and (v) deal with any other matters arising under the Plan.

         Shares: The maximum number of shares of our common stock that may be
issued under the Plan is 18,000,000. The maximum share limits are subject to
adjustment in the event of a stock dividend, spinoff, recapitalization, stock
split, combination, exchange of shares, reclassification, change in par value,
merger, reorganization, consolidation, or other corporate change. If any grant
expires, is forfeited or cancelled, or otherwise terminates without having been
exercised, the shares subject to the grant will again become available for grant
under the Plan.

         Eligibility:  The following persons are eligible to participate in the
         Plan:

         o  Our employees and employees of our affiliates.

         o  Our nonemployee directors.

         o  Consultants and advisors who perform services for us or our parents
            (to the extent we have a parent company), subsidiaries, or
            affiliates (referred to as consultants).

         The committee will select the employees, nonemployee directors, and
consultants who are eligible for grants under the Plan.

         Options: The committee will select the employees, nonemployee
directors, and consultants who will receive stock options, and will determine
the number of shares of stock that will be subject to each grant of stock
options. The committee may grant nonqualified stock options (NSOs) or incentive
stock options (ISOs). ISOs may only be granted to our employees or the employees
of any of our parent or subsidiary corporation as defined in the Code. NSOs may
be granted to employees, nonemployee directors, and consultants.

         The committee will establish the exercise price of each option on the
date of grant. The exercise price of an NSO may be greater than, less than, or
equal to the fair market value of the underlying shares of stock on the date of
grant. The exercise price of an ISO may not be less than the fair market value
of the underlying shares of stock on the date of grant. However, if the grantee
of an ISO is a person who holds more than 10% of the combined voting power of
all classes of our outstanding stock or the outstanding stock of a parent or
subsidiary, the exercise price per share of the ISO must be at least 110% of the
fair market value of a share of stock on the date of grant. If the aggregate
fair market value of shares of stock, determined on the date of grant, with
respect to which ISOs become exercisable for the first time by a grantee during
any calendar year, exceeds $100,000, the options in excess of this limit will be
treated as NSOs.

         Options granted to nonexempt employees under the Fair Labor Standards
Act will have an exercise price of not less than 85% of the fair market value of
the stock on the date of grant and may not be exercisable for at least six
months after the date of grant, except as determined by the committee upon
death, disability, retirement, or change in control.

                                       8
<PAGE>

         The committee determines the term of each stock option, which will not
exceed ten years (five years in the case of an ISO granted to a 10% owner). The
committee may establish such vesting and other conditions with respect to
options as it deems appropriate. Unless the committee determines otherwise, no
option may become exercisable before the first anniversary of the date of grant.
The committee may accelerate the exercisability of any or all outstanding
options at any time for any reason. The committee may provide in a grant
instrument that the grantee may elect to exercise part or all of an option
before it otherwise has become exercisable, and receive restricted stock.
Options may be exercised while the grantee is an employee, director, or
consultant of ours or our parent, subsidiary, or affiliate, or within a period
specified by the committee after the termination of employment or service.

         Grantees may pay the exercise price (i) in cash; (ii) with the approval
of the committee, by delivering shares of stock owned by the grantee and having
a fair market value on the date of exercise equal to the exercise price of the
option; (iii) by payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board; or (iv) by such other
method as the committee may approve. The committee may authorize loans to be
made to grantees in connection with the exercise of an option, upon such terms
and conditions as the committee deems appropriate.

         The committee may provide in the grant instrument that if a grantee
uses shares of our stock to exercise an option, and the grantee is at that time
employed by us or providing service to us, the grantee will receive a grant of
an additional option to purchase a number of shares of stock equal to the number
of whole shares used to exercise the option, and, if the grant instrument so
designates, the number of whole shares, if any, withheld in payment of any
taxes. The additional option will be granted with an exercise price equal to the
fair market value of the stock on the date of grant of the additional option, or
at such other exercise price as is established by the committee. The additional
option will have a term not longer than the unexpired term of the exercised
option and such other terms as the committee determines.

         Dividend Equivalents: The committee may grant dividend equivalents in
connection with grants under the Plan. Dividend equivalents may be paid
currently or accrued as contingent cash obligations and may be payable in cash
or shares of stock, as determined by the committee.

         Employees Subject to Taxation Outside the United States: The committee
may make grants on terms different from those specified in the Plan, including
granting options with a term longer than ten years if appropriate to ensure
favorable treatment, with respect to persons who are subject to taxation outside
the United States as necessary to achieve the purposes of the Plan.

         Transferability of Grants: Grants are not transferable by the grantee
except by will or the laws of descent or, in the case of a grant other than an
ISO, pursuant to a domestic relations order, subject to committee consent. The
committee may allow a grantee to transfer an NSO to family members or a trust or
other entity for the benefit of family members.

         Consequences of a Change in Control: If a change in control occurs,
unless the committee determines otherwise, all outstanding options will
automatically accelerate and become fully exercisable. Upon a change in control,
the committee may also take any of the following actions:

         o  Determine that outstanding options that are not exercised will be
            assumed by, or replaced with comparable options or rights by, the
            surviving corporation, and other outstanding grants will be
            converted to similar grants of the surviving corporation.

                                       9
<PAGE>

         o  Require that grantees surrender their outstanding options in
            exchange for payment of the amount by which the then fair market
            value of the stock exceeds the exercise price.

         o  After giving grantees an opportunity to exercise their options,
            terminate any or all of the unexercised options.

         A change in control is defined in the Plan and includes the following:

         o  The acquisition by any individual, entity, or group of 50% or more
            of the voting power of the then outstanding stock, subject to
            exceptions described in the Plan.

         o  Consummation of a merger or consolidation involving us, unless
            immediately following the transaction the owners of the outstanding
            shares of our stock before the transaction own more than 50% of the
            outstanding stock entitled to vote for the election of directors
            after the transaction.

         o  Consummation of a plan of liquidation or dissolution.

         o  Consummation of the sale of all or substantially all of our assets.

         Amendment and Termination of the Plan: The Plan will terminate on the
day immediately preceding the tenth anniversary of its effective date. Our Board
may terminate or amend the Plan earlier at any time. Our Board, however, will
not amend the Plan without stockholder approval if stockholder approval is
required to comply with the Code or applicable laws, or to comply with
applicable stock exchange requirements.

         Grants Under the Plan: As of the record date, approximately, two
employees, two consultants, and two nonemployee directors were eligible for
grants under the Plan. If the Plan is approved by stockholders, we contemplate
granting stock options as set forth in the table below. The table sets forth
certain information with respect to all currently contemplated grants of stock
options for:

         o  Each of the executive officers named in the Summary Compensation
            Table appearing elsewhere in this proxy statement;

         o  All current executive officers and other key personnel as a group;

         o  All current nonemployee directors as a group; and

         o  All employees, including all current officers who are not executive
            officers, as a group.

All of the grants of stock options set forth in the table below are options to
purchase shares of Common Stock. Other than services rendered to us, we have not
and will not receive any consideration for the grant of the stock options listed
in the table.

                                       10
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>                  <C>                 <C>
- ------------------------------------------------- ----------------- ------------------- ----------------
Name and Position                                 Shares subject to    Exercise Price
                                                  stock options        per share           Vesting Terms

- ------------------------------------------------- ----------------- ------------------- ----------------
Norman A. Gardner                                       2,000,000          $0.20           5 years (1)
- ------------------------------------------------- ----------------- ------------------- ----------------
Michael J. Prevot                                         250,000           0.20           5 years
- ------------------------------------------------- ----------------- ------------------- ----------------
Executive officers and other key personnel as a
group                                                   5,450,000           0.12 (2)       5 years (2)
- ------------------------------------------------- ----------------- ------------------- ----------------
Nonemployee directors as a group                          500,000           0.20 (2)       5 years (2)
- ------------------------------------------------- ----------------- ------------------- ----------------
Employees, including nonexecutive officers, as a
group                                                          --             --              --
- ------------------------------------------------- ----------------- ------------------- ----------------
</TABLE>
- ------------------

(1)      A summary of vesting terms is provided under "Compensation of Executive
         Officers and Other Key Personnel - Norman A. Gardner."

(2)      The exercise price per share for each of the groups is the weighted
         average exercise price of the stock options contemplated to be granted
         to the members of the group. The vesting terms differ among certain
         members of each group and have been summarized generally for this
         presentation.

It is currently not possible to determine who else will receive any of the
remaining common shares as grants under the Plan after the meeting and the
number of common shares any such individuals will receive.

Federal Income Tax Consequences

         The following description of the federal income tax consequences of
grants under the Plan is a general summary. State, local, and other taxes may
also be imposed in connection with grants.

         Incentive Stock Options: In general, a grantee will not recognize
taxable income upon the grant or exercise of an ISO, and we will not be entitled
to any business expense deduction with respect to the grant or exercise of an
ISO. However, upon the exercise of an ISO, the excess of the fair market value
of the shares received on the date of exercise over the exercise price of the
option will be included as an adjustment for purposes of the alternative minimum
tax.

         If a grantee holds the shares acquired upon exercise of an ISO for at
least two years after the date of grant and for at least one year after the date
of exercise, when the grantee disposes of the shares, the difference, if any,
between the sale price of the shares and the exercise price of the option will
be treated as long-term capital gain or loss. If a grantee disposes of the
shares before satisfying these holding period requirements (referred to as a
disqualifying disposition), the grantee will recognize ordinary income at the
time of the disqualifying disposition, in an amount equal to the excess of the
fair market value of the shares at the time the option was exercised over the
exercise price of the option, or an amount equal to the gain on the disposition,
if less. The balance of the gain realized, if any, will be short-term or
long-term capital gain, depending on the length of time that the shares have
been held after the date of exercise. In general, we will be allowed a business
expense deduction to the extent a grantee recognizes ordinary income.

         Nonqualified Stock Options: In general, a grantee who receives an NSO
will recognize no income at the time of the grant of the option. Upon exercise
of an NSO, a grantee will recognize ordinary income in an amount equal to the
excess of the fair market value of the shares on the date of exercise over the
exercise price of the option. The basis in shares acquired upon exercise of an
NSO will equal the fair market value of such shares at the time of exercise, and
the holding period of the shares (for capital gain purposes) will begin on the
date of exercise. In general, we will be entitled to a business expense
deduction in the same amount and at the same time as the grantee recognizes
ordinary income.

                                       11
<PAGE>

         Dividend Equivalents: There are generally no federal income tax
consequences to a grantee upon the grant of dividend equivalents. Instead, when
payments are made to the grantee, the grantee will recognize ordinary income in
an amount equal to the cash received and the fair market value of any shares
received. We generally will be entitled to a corresponding business expense
deduction when the grantees recognize ordinary income.

         Excise Taxes: Under certain circumstances, the accelerated vesting of
grants in connection with a change in control could be deemed an "excess
parachute payment" for purposes of the parachute tax provisions of Section 280G
of the Code. In that event, a grantee could be subject to a 20% excise tax and
we could be denied a tax deduction with respect to a portion of the grants under
the Plan.

         Section 162(m): Section 162(m) of the Code generally disallows for a
federal income tax deduction for compensation paid in excess of $1 million in
any taxable year to its chief executive officer or any of its four other most
highly compensated executive officers. The Code has an exception to the
deduction limit for "qualified performance-based compensation," if, among other
requirements, the material terms of the plan are disclosed to and, based in part
of that disclosure, approved by the stockholders. We have structured the Plan so
that compensation resulting from the grant of stock options may qualify as
"qualified performance-based compensation" and be deductible to the Company.

         Benefits Under the Plan: Except as set forth in the table above, the
benefits that will be received by grantees under the Plan are not determinable
at this time, because grants will be based on criteria established by the
committee, which have not yet been established.

Market Price of Shares

         The closing price of our stock on November 18, 2003 was $0.16 per
share.

         Approval of the Plan requires the affirmative vote of a majority of the
votes cast at the meeting.

         The Board of Directors recommends a vote FOR the approval of the Plan.
Proxies will be voted FOR approval of the Plan unless otherwise specified in the
proxy.

Compensation of Directors

         Currently, our directors do not receive any compensation for serving on
our Board of Directors. However, the Board has approved a compensation package
for directors.

         Under this compensation arrangement, each director, with the exception
of Norman A. Gardner (see below for a description of Mr. Gardner's
compensation), will receive a one-time option grant to purchase 250,000 shares
of the Company's Common Stock at the per share market price in effect on the
grant date, which will be at the time of the meeting of the Board of Directors
that follows immediately after the meeting of stockholders. Messrs. Pinsky,
Prevot and Goldfinger (if elected) would each be granted options to purchase
250,000 shares of Common Stock at the market price on the date of the meeting.
The Company's Common Stock trades on the OTC Bulletin Board (OTC:BB), under the
trading symbol "LLTI.OB." The closing price for LLTI.OB on October 31, 2003 was
$0.19 per share.

         All employee and nonemployee directors also are eligible to receive
options to purchase our common stock and stock appreciation rights under our
stock option plans.

Compensation for Executive Officers and Other Key Personnel

         Norman A. Gardner, President and CEO

                                       12
<PAGE>

         The Company currently has an employment agreement in place with its
President and CEO, Norman A. Gardner, dated September 24, 2001 with a
termination date of September 24, 2006. Pursuant to this agreement, Mr.
Gardner's compensation was $10,000 per month through September 30, 2003, and
increased to $12,500 per month beginning October 1, 2003. In order to help the
Company's cash position, Mr. Gardner agreed unilaterally to reduce his salary to
$105,000 for 2002, notwithstanding the amount to which he was entitled under the
contract. Pursuant to the contract, Mr. Gardner was granted options to purchase
up to 500,000 shares of the Company's stock at prices ranging from $0.17 to
$0.35 per share. In addition to base salary, the Company has agreed to pay Mr.
Gardner from time to time incentive bonuses and to reimburse reasonable expenses
incurred by Mr. Gardner in connection with the performance of his duties. The
Company also agreed to provide Mr. Gardner with an automobile and to reimburse
automobile expenses throughout the term of this employment agreement.

         The Board of Directors wishes to continue to employ Mr. Gardner and, on
November 5, 2003, we entered into a new five-year employment agreement with Mr.
Gardner. Pursuant to the terms of the new employment agreement, Mr. Gardner will
be entitled to receive (a) $150,000 annual base salary payable in semi-monthly
installments for each of the first two 12-month periods and (b) $180,000 annual
base salary payable in semi-monthly installments for each of the last three
12-month periods. In addition to his base salary, Mr. Gardner is eligible to
receive a bonus not to exceed $125,000 in any year during the five-year
employment period within which the Company's net income (before taxes) exceeds
$350,000. As further inducement to Mr. Gardner, the Board has agreed to grant an
option to Mr. Gardner to purchase up to 2,000,000 shares of the Company's Common
Stock at an option price equal to the last sale price at which the Company
shares were sold on the date of the grant. The option will vest as follows: on
December 31, 2003, Mr. Gardner will be able to purchase up to 500,000 shares
subject to the option; after one year from the effective date of the employment
agreement, Mr. Gardner will be able to purchase up to 250,000 additional shares
subject to the option; after two years, Mr. Gardner will be able to purchase up
to 250,000 additional shares subject to the option; after three years, Mr.
Gardner will be able to purchase up to 500,000 additional shares subject to the
option; and after four years, Mr. Gardner will be able to purchase the balance
of 500,000 shares subject to the option.

Howard Goldberg, Independent Consultant

         Mr. Howard Goldberg has been a private investor and has provided
consulting services to startup companies since 1999. From 1994 through 1998, Mr.
Howard Goldberg served as President and Chief Executive officer of Player's
International, a public company in the gaming business, prior to its being sold
to Harrah's Entertainment Inc. In addition, from 1995 to 2000, Mr. Howard
Goldberg served on the board of directors of Imall Inc., a public company that
provided on-line shopping and which was ultimately sold to Excite-at-Home. He
currently serves on the Board of Directors of Shelbourne Properties, Shelbourne
Properties II, and Shelbourne Properties III, American Stock Exchange-listed
real estate investment trusts. He serves on the audit committee of each of these
companies. Mr. Howard Goldberg has a law degree from New York University and was
previously the managing partner of a large New Jersey law firm.

         On October 8, 2003, the Company extended an offer to Howard Goldberg to
serve as the Company's Chief Operating Officer. Pursuant to the terms of the
engagement letter, Mr. Goldberg will perform the services for the Company
customarily performed by the chief operating officer of a business and will
devote substantial time and effort with respect to the development and
implementation of the Company's slot ticket advertising plan for a term of 12
months, subject to the ability to extend the term of the engagement by mutual
agreement. He will not be an employee of the Company. Effective as of September
1, 2003, Mr. Goldberg will receive base salary of $12,500 per month, which base
salary will continue during the term of the engagement. In addition, the Board
has agreed to grant stock options to Mr. Goldberg for his services, subject to
stockholder approval at the meeting. As proposed, Mr. Goldberg will be granted
an option to acquire shares of Common Stock representing approximately 7.5% of
the fully diluted shares of the Company's Common Stock outstanding as of October
8, 2003. The purchase price for the shares issuable upon exercise of Mr.
Goldberg's option will be $0.07 per share. The option will be exercisable for 10
years from the date of grant and includes a cashless exercise feature whereby
the option will vest and become exercisable on the following basis: (1) 25% will
become exerciseable upon the execution of the engagement agreement, (2) 6% will
vest on December 31, 2003 and each three-month period during which Mr. Goldberg
performs services for the Company, beginning September 1, 2003, and (3) the
balance of the options will vest upon the achievement (as determined by the
Board of Directors) of certain qualitative objectives related to the development
and implementation of the slot ticket advertising plan. Because of the
qualitative nature of the objectives, the Board in its sole discretion will
determine whether such objectives have been achieved.

                                       13
<PAGE>

Harvey Goldberg, Independent Consultant

         Harvey Goldberg has held senior financial executive positions at
several public and private companies. His vast experience includes all types of
transactions ranging from acquisitions, divestures, public offerings, private
placements, banking arrangements and extensive contract negotiation. Since 1994,
he has been a consultant to several start-up companies, including some involved
in the Internet, computer components and direct marketing. From 1986 to 1993, he
was the Senior Vice President and Chief Financial Officer of Players
International, a gaming-related company. From 1982 to 1986, he served as Senior
Vice President and Chief Financial Officer of Paul Marshall Products, an import
company. From 1971 to 1982, he was Vice President and Controller of Marcade
Group, a retail and manufacturing company. From 1970 to 1971, he was the
Assistant Controller of Revlon, and from 1961 to 1970, he held various
accounting positions at CBS. Prior to joining CBS in 1966, Mr. Goldberg was
employed in public accounting, where he became a Certified Public Accountant. He
has a B.S. in Accounting from Brooklyn College (now part of the City University
of New York). Mr. Goldberg currently serves as Treasurer and a member of the
Board of Directors of the Tarzana Improvement Association, a business
improvement district located in Los Angeles, California. He also has been
elected to the Board of Governors of the Tarzana Neighborhood Council and serves
as its Treasurer.

         The Company entered into a consulting agreement with Harvey Goldberg to
perform services for the Company as a business advisor to help develop business
models and to assist with other business planning functions as mutually agreed
upon by management and by Mr. Harvey Goldberg. In addition to his consulting
fee, the Board has proposed to grant Mr. Goldberg an option to purchase 200,000
shares of the Company's Common Stock at $0.07 per share.

Option Repricings

         The Company entered a Regulation S Stock Purchase Agreement dated May
2, 2003 with Californian whereby the Company agreed to sell and Californian
agreed to purchase up to 18,000,000 shares of Common Stock of the Company.
A-Street Capital Corp. served as the Company's placement agent in this
transaction. The sales of the shares were made outside the United States in
"offshore transactions," which are exempt from registration under the Securities
Act of 1933, as amended, by virtue of the provisions of Regulation S thereunder.

         Californian received offers from various third parties to purchase
4,629,639 shares of Common Stock in addition to the 18,000,000 shares. However,
the Company had issued, or reserved for issuance, all of its authorized shares
of Common Stock and would have been unable to issue the additional 4,629,639
shares of Common Stock without first seeking the approval by its stockholders of
an amendment to the Company's Articles of Incorporation to increase the total
number of authorized shares of Common Stock. The Company desired to obtain the
additional $348,000 of capital by the sale of the additional 4,629,639 shares of
Common Stock. Accordingly, the Company sought to make the following arrangements
in order to afford it the opportunity to obtain the capital.

                                       14
<PAGE>

         In order to reduce the number of shares of Common Stock reserved for
issuance pursuant to certain options granted by the Company, the Company
cancelled and repriced five options in October 2003. The Company previously
granted to each of Howard Goldberg, Steven Meistrich, Ed Fishman and Douglas
Wise (each a "Grantee") nonqualified stock options to purchase 500,000 shares of
the Company's Common Stock pursuant to the terms of the written agreement
between each Grantee and the Company (collectively, the "Old Options"). The term
of each of the Old Options was set to expire on December 31, 2003. The fifth
option that was cancelled was previously granted to Mr. Gardner pursuant to his
employment agreement with the Company. Pursuant to his employment agreement, the
Company agreed to grant Mr. Gardner options to purchase a total of 500,000
shares of Common Stock, consisting of an option to purchase 250,000 shares at
$0.17 per share and another option to purchase an additional 250,000 shares at
$0.35 per share.

         In an effort to satisfy the demand for the additional 4,629,639 shares
of the Company's Common Stock, the Company cancelled each of the Old Options and
Mr. Gardner's option to purchase 250,000 shares at $0.35 per share (the "Gardner
Option") and executed and delivered replacement options to each of the Grantees
and Mr. Gardner in order to reduce the number of authorized shares of Common
Stock required to be reserved pursuant to the terms of the Old Options and the
Gardner Option. The replacement options are not exercisable by each of the
Grantees and Mr. Gardner until the later of January 1, 2004 or until our
stockholders approve an amendment to our Articles of Incorporation increasing
the number of authorized shares of Common Stock. The replacement options will
not become exercisable in any event until the stockholders approve an amendment
to our Articles of Incorporation, such as that contemplated by Proposal 2.

         The Old Options held by Howard Goldberg, Steven Meistrich, Ed Fishman
and Douglas Wise were replaced with new options, each with a reduced exercise
price of $0.28 per share, that expire on December 31, 2004. In consideration of
Mr. Gardner's agreement to cancel his rights under the Gardner Option, the
Company issued a new option to Mr. Gardner with a reduced exercise price of
$0.28 per share.

                             EXECUTIVE COMPENSATION

Summary of Executive Compensation

         The following table lists cash and other compensation paid to, or
accrued by us for, our chief executive officer and each of the persons who,
based upon total annual salary and bonus, was one of our other four most highly
compensated executives for the year ended December 31, 2002. The information is
presented for each individual for our last three fiscal years.
<TABLE>
<CAPTION>
<S>                           <C>                             <C>
                              Summary Compensation Table

                              -------------------------------- --------------------------
                                   Annual Compensation           Long-Term Compensation
                              -------------------------------- --------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                           Awards
                                                                                         Securities
                                                                                         Underlying
Name and Principal               Fiscal                               Other Annual        Options/        All Other
Position                          Year       Salary      Bonus        Compensation          SARS        Compensation
- -----------------------------  ---------  ----------- ----------- ------------------- ---------------------------------
<S>                            <C>         <C>         <C>          <C>                 <C>              <C>
Norman A. Gardner (1)........     2002      $105,000       --          $15,600 (2)         500,000
President and CEO                 2001        86,250       --           15,600 (2)           --
                                  2000        75,000       --           15,600 (2)           --

Michael J. Prevot............     2002             0       --                --              --
Vice President of Sales           2001             0       --                --              --
                                  2000             0       --                --              --
</TABLE>
- -----------------

                                       15
<PAGE>

(1)      On October 1, 2001, the Company entered into an employment agreement
         with Mr. Gardner, providing for annual base compensation of $120,000
         commencing October 1, 2001 and escalating to $150,000 commencing
         October 1, 2003. In addition, under the terms of the agreement, the
         Company granted Mr. Gardner options to purchase 500,000 shares of the
         Company's Common Stock, consisting of an option to purchase 250,000
         shares at $0.17 per share and another option to purchase an additional
         250,000 shares at $0.35 per share. Mr. Gardner unilaterally agreed to
         reduce his salary to $105,000 during 2002. For more details, please
         refer to the disclosure under "Compensation for Executive Officers and
         Other Key Personnel."

(2)      Company car, insurance, repairs and expenses.

                                   PROPOSAL 4
                             ---------------------

             RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

         Our Board of Directors has selected Cogen Sklar, LLP to act in the
capacity of independent accountants for the current fiscal year. Ratification
and approval by the stockholders will be sought by the Board of Directors for
the selection of Cogen Sklar, LLP as independent accountants to audit our
accounts and records for the fiscal year ending December 31, 2003, and to
perform other appropriate services. The affirmative vote of a majority of the
outstanding shares of our voting stock is required to ratify the selection of
Cogen Sklar, LLP. In the event that a majority of the shares voted at the
Special Meeting in lieu of the Annual Meeting do not vote for ratification of
the selection of Cogen Sklar, LLP, the Board of Directors will reconsider such
selection.

         Audit Fees. The aggregate fees billed by Cogen Sklar, LLP to audit the
Company's annual financial statements for the year ended December 31, 2002 and
to review the financial statements included in the Company's quarterly reports
on Form 10-Q during the year were $31,000.

         Financial Information Systems Design and Implementation Fees. We did
not engage Cogen Sklar, LLP to provide advice to us regarding financial
information systems design and implementation during 2002.

         All Other Fees. As of October 10, 2002, the Company has retained Cogen
Sklar, LLP, whose principal business address is 150 Monument Road, Suite 500,
Bala Cynwyd, PA 19004, to perform its annual audit for inclusion of its report
in Form 10-KSB, and perform SAS 71 reviews of quarterly information in
connection with Form 10-QSB filings. The Company had not previously consulted
with Cogen Sklar, LLP on any matters, and for the year ended December 31, 2002,
has not had any disagreements with Cogen Sklar, LLP on accounting or financial
disclosure.

         Former Independent Accountants. The Company's former accountants,
Larson, Allen, Weishair & Co., LLP, P.C. ("Larson") resigned from its position
as the Company's auditor as of August 23, 2002. Larson's report on the Company's
financial statements for the period November 10, 1999 (date of inception) to
December 31, 2000 and 2001 contained an unqualified opinion modified for
uncertainty as to the Company's ability to continue as a going concern. Other
than the going-concern opinion, Larson's report on the Company's financial
statements did not contain an adverse opinion, disclaimer of opinion, or any
qualifications or modifications with regard to uncertainty, audit scope, or
accounting principles.

                                       16
<PAGE>

         For the Company's last two fiscal years, and any subsequent interim
period prior to Larson's resignation, the Company did not have any disagreements
with Larson with respect to accounting and auditing issues of the type discussed
in Item 304(a)(iv) of Regulation S-B.

         The Board of Directors has considered whether Cogen Sklar, LLP's
provision of services, other than professional services, rendered for the audit
and review of our annual financial statements is compatible with maintaining
Cogen Sklar, LLP's independence, and has determined that it is so compatible.

         The Board of Directors has been informed by Cogen Sklar, LLP that less
than 50 percent of the hours expended on Cogen Sklar, LLP's engagement to audit
our financial statement for the fiscal year ended December 31, 2002 were
attributed to work performed by persons other than Cogen Sklar, LLP's full-time,
permanent employees.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION AND
APPROVAL OF THE SELECTION OF COGEN SKLAR, LLP AS OUR INDEPENDENT ACCOUNTANTS FOR
2003.

                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         We believe that, during our fiscal year ended December 31, 2002, our
executive officers and directors made all required filings under Section 16(a)
of the Securities Exchange Act of 1934 on a timely basis. Our belief is based
solely on:

         o  our review of copies of forms filed pursuant to Section 16(a) and
            submitted to us during and with respect to our fiscal year ended
            December 31, 2002, and

         o  representations from the Company's directors, executive officers and
            beneficial owners of more than 10% of LaserLock Technologies, Inc.'s
            stock that they have complied with all Section 16(a) filing
            requirements with respect to fiscal year 2002.


                              STOCKHOLDER PROPOSALS

         Stockholders may submit proposals to be considered for inclusion in the
proxy materials for our annual meetings. For your proposal to be included in the
proxy materials for our 2003 annual meeting:

         o  you must submit your proposal in writing to Norman A. Gardner,
            President, LaserLock Technologies, Inc., 837 Lindy Lane, Bala
            Cynwyd, Pennsylvania 19004;

         o  Mr. Gardner must receive your proposal within a reasonable time
            before we begin to print and mail our proxy materials for the next
            annual meeting; and

         o  your proposal must comply with the rules and regulations of the SEC.

         If you wish to present a proposal at our next annual meeting but have
not included the proposal in our proxy materials relating to that meeting, you
must notify our Secretary of such proposal. If we do not receive notice of your
proposal within a reasonable time before we print and mail our proxy materials
for our next annual meeting, the proposal will be deemed "untimely" for the

                                       17
<PAGE>

purposes of Rule 14a-4(c) of the Securities Exchange Act of 1934. If the
proposal is deemed "untimely," the persons named as proxies in next year's proxy
materials will be entitled to vote in their discretion with respect to the
proposal.

                                             By Order of the Board of Directors,

                                             NORMAN A. GARDNER

                                             Norman A. Gardner
                                             President



November 24, 2003


                                       18
<PAGE>

                                                                      APPENDIX A


                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                          LASERLOCK TECHNOLOGIES, INC.

         LaserLock Technologies, Inc., a corporation duly organized under
Chapter 78 of the Nevada Revised Statutes (the "NRS"), does hereby certify:

         1. The original Articles of Incorporation were filed with the Secretary
of State of the State of Nevada on November 9, 1999 under the name LaserLock,
Inc.

         2. The following Amended and Restated Articles of Incorporation were
duly proposed by the corporation's Board of Directors pursuant to the applicable
provisions of the NRS. At a special meeting of stockholders in lieu of an annual
meeting of stockholders held on December 17, 2003, the stockholders duly adopted
said Amended and Restated Articles of Incorporation and the amendments to be
made thereby pursuant to the applicable provisions of the NRS.

                                    ARTICLE I
                                      NAME

The name of the corporation is LaserLock Technologies, Inc. (the "Corporation").

                                   ARTICLE II
                                REGISTERED OFFICE

         The name of the resident agent and the street address of the registered
office in the State of Nevada where process may be served upon the Corporation
are CSC Services of Nevada, Inc., 502 East John Street, Carson City, Nevada
89706. The Corporation may, from time to time, in the manner provided by law,
change the resident agent and registered office within the State of Nevada. The
Corporation may also maintain an office or offices for the conduct of its
business either within or without the State of Nevada.

                                   ARTICLE III
                                  CAPITAL STOCK

         Section 1. Authorized Shares. The aggregate number of shares which the
Corporation shall have authority to issue is Two Hundred Fifty Million
(250,000,000), consisting of two classes to be designated, respectively, "Common
Stock" and "Preferred Stock," with all of such shares having a par value of
$0.001 per share. The total number of shares of Common Stock that the
Corporation shall have authority to issue is One Hundred Seventy Five Million
(175,000,000). The total number of shares of Preferred Stock that the
Corporation shall have authority to issue is Seventy Five Million (75,000,000).
The Preferred Stock may be issued in one or more series, each series to be
appropriately designated by a distinguishing letter or title, prior to the
issuance of any shares thereof. The voting powers, designations, preferences,
limitations, restrictions, and relative, participating, optional and other
rights, and the qualifications, limitations, or restrictions thereof, of the
Preferred Stock shall hereinafter be prescribed by resolution of the board of
directors of the Corporation pursuant to Section 3 of this Article III.


                                      A-1


<PAGE>

         Section 2. Common Stock.

                  (a) Dividend Rate. Subject to the rights of holders of any
Preferred Stock having preference as to dividends, the holders of Common Stock
shall be entitled to receive dividends when, as and if declared by the board of
directors of the Corporation out of assets legally available therefor.

                  (b) Voting Rights. The holders of the issued and outstanding
shares of Common Stock shall be entitled to one vote for each share of Common
Stock.

                  (c) Liquidation Rights. In the event of liquidation,
dissolution, or winding up of the affairs of the Corporation, whether voluntary
or involuntary, subject to the prior rights of holders of Preferred Stock to
share ratably in the Corporation's assets, the Common Stock and any shares of
Preferred Stock which are not entitled to any preference in liquidation shall
share equally and ratably in the Corporation's assets available for distribution
after giving effect to any liquidation preference of any shares of Preferred
Stock.

                  (d) No Cumulative Voting, Conversion, Redemption or Preemptive
Rights. The holders of Common Stock shall not have any cumulative voting,
conversion, redemption or preemptive rights.

                  (e) Consideration for Shares. The Common Stock authorized by
this Article shall be issued for such consideration as shall be fixed, from time
to time, by the board of directors of the Corporation.

         Section 3. Preferred Stock.

                  (a) Designation. The board of directors of the Corporation is
hereby vested with the authority from time to time to provide by resolution for
the issuance of shares of Preferred Stock in one or more series not exceeding
the aggregate number of shares of Preferred Stock authorized by these Amended
and Restated Articles of Incorporation, as amended from time to time
(hereinafter, the "Articles"), and to fix and determine with respect to each
such series the voting powers, if any (which voting powers if granted may be
full or limited), designations, preferences, and relative, participating,
optional, or other special rights, and the qualifications, limitations, or
restrictions relating thereto, including, without limiting the generality of the
foregoing, the voting rights relating to shares of Preferred Stock of any series
(which may vary over time and which may be applicable generally only upon the
happening and continuance of stated facts or events or ascertained outside the
Articles), the rate of dividend to which holders of Preferred Stock of any
series may be entitled (which may be cumulative or noncumulative), the rights of
holders of Preferred Stock of any series in the event of liquidation,
dissolution or winding up of the affairs of the Corporation, the rights, if any,
of holders of Preferred Stock of any series to convert or exchange such shares
of Preferred Stock of such series for shares of any other class or series of
capital stock or for any other securities, property, or assets of the
Corporation or any subsidiary (including the determination of the price or
prices or the rate or rates applicable to such rights to convert or exchange and
the adjustment thereof, the time or times during which the right to convert or
exchange shall be applicable, and the time or times during which a particular
price or rate shall be applicable). The board of directors of the Corporation is
further authorized to increase or decrease (but not below the number of such
shares of such series then outstanding) the number of shares of any series
subsequent to the issuance of shares of that series. Unless the board of
directors of the Corporation provides to the contrary in the resolution which
fixes the characteristics of a series of Preferred Stock, neither the consent by
series, or otherwise, of the holders of any outstanding Preferred Stock nor the
consent of the holders of any outstanding Common Stock shall be required for the
issuance of any new series of Preferred Stock, regardless of whether the rights
and preferences of the new series of Preferred Stock are senior or superior, in
any way, to the outstanding series of Preferred Stock or the Common Stock.


                                       A-2

<PAGE>

                  (b) Certificate. Before the Corporation shall issue any shares
of Preferred Stock of any series, a certificate of designation setting forth a
copy of the resolution or resolutions of the board of directors of the
Corporation, and establishing the voting powers, designations and preferences,
the relative, participating, optional or other rights, if any, and the
qualifications, limitations, and restrictions, if any, relating to the shares of
Preferred Stock of such series and the number of shares of Preferred Stock of
such series authorized by the board of directors of the Corporation to be issued
shall be made and signed by an officer of the Corporation and filed in the
manner prescribed by the NRS.

                                   ARTICLE IV
                             ACTION OF STOCKHOLDERS

         No action shall be taken by the stockholders except at an annual or
special meeting of stockholders called and noticed in the manner required by the
bylaws of the Corporation. The stockholders shall not in any circumstance take
action by written consent.

                                    ARTICLE V
                             DIRECTORS AND OFFICERS

         Section 1. Number of Directors. The members of the governing board of
the Corporation are styled as directors. The board of directors of the
Corporation shall be elected in such manner as shall be provided in the bylaws
of the Corporation. The board of directors shall consist of at least one
director but not more than fifteen (15) directors. The number of directors may
be changed from time to time in such manner as shall be provided in the bylaws
of the Corporation.

         Section 2. Limitation of Liability. The liability of directors and
officers of the Corporation shall be eliminated or limited to the fullest extent
permitted by the NRS. If the NRS is amended to further eliminate or limit or
authorize corporate action to further eliminate or limit the liability of
directors or officers, the liability of directors and officers of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the NRS, as so amended from time to time.

         Section 3. Payment of Expenses. In addition to any other rights of
indemnification permitted by the laws of the State of Nevada or as may be
provided for by the Corporation in its bylaws or by agreement, the expenses of
directors and officers incurred in defending a civil or criminal action, suit or
proceeding, involving alleged acts or omissions of such director or officer in
his or her capacity as a director or officer of the Corporation, must be paid by
the Corporation or through insurance purchased and maintained by the Corporation
or through other financial arrangements made by the Corporation, as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
Corporation.

         Section 4. Repeal and Conflicts. Any repeal or modification of Section
2 or 3 of this Article V approved by the stockholders of the Corporation shall
be prospective only, and shall not adversely affect any limitation on the
liability of a director or officer of the Corporation existing as of the time of
such repeal or modification. In the event of any conflict between Section 2 or 3
of this Article V and any other Article of the Articles, the terms and
provisions of Section 2 or 3 of this Article V shall control.


                                      A-3

<PAGE>

                                   ARTICLE VI
                                   AMENDMENTS

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in the Articles, in the manner now or hereafter
prescribed by the NRS, and all rights conferred on stockholders herein are
granted subject to this reservation.

         IN WITNESS WHEREOF, I have signed these Amended and Restated Articles
of Incorporation as of the ___ day of December, 2003.



                                      ------------------------------------



                                       A-4

<PAGE>


                                                                      APPENDIX B

                          LASERLOCK TECHNOLOGIES, INC.

                             2003 STOCK OPTION PLAN


         The purpose of the LaserLock Technologies, Inc. 2003 Stock Option Plan
(the "Plan") is to provide (i) designated employees of LaserLock Technologies,
Inc. (the "Company") and its parents and subsidiaries, and (ii) certain
consultants and advisors who perform services for the Company or its parents or
subsidiaries with the opportunity to receive grants of incentive stock options
and nonqualified stock options. The Company believes that the Plan will
encourage the participants to contribute materially to the growth of the
Company, thereby benefiting the Company's shareholders, and will align the
economic interests of the participants with those of the shareholders. The Plan
is an amendment and restatement of any previous plans (other than pursuant to an
employment agreement) providing for the issuance of equity compensation by the
Company, and supersedes all previous versions.

         1. Administration

         (a) Committee. The Plan shall be administered and interpreted by a
stock option committee consisting of members of the Board of Directors of the
Company (the "Board"), which may consist of "outside directors" as defined under
section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and related Treasury regulations, and "non-employee directors" as defined under
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The members of the committee shall be appointed by the Board. The
committee may delegate authority to one or more subcommittees as it deems
appropriate. To the extent that a committee or subcommittee administers the
Plan, references in the Plan to the "Board" shall be deemed to refer to the
committee or subcommittee.

         (b) Board Authority. The Board shall have the sole authority to (i)
determine the individuals to whom grants shall be made under the Plan; (ii)
determine the type, size, and terms of the grants to be made to each such
individual; (iii) determine the time when the grants shall be made and the
duration of any applicable exercise; (iv) amend the terms of any previously
issued grant; and (v) deal with any other matters arising under the Plan.

         (c) Board Determinations. The Board shall have full power and authority
to administer and interpret the Plan; to make factual determinations; and to
adopt or amend such rules, regulations, agreements, and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion. The Board's interpretations of the Plan
and all determinations made by the Board pursuant to the powers vested in it
hereunder shall be conclusive and binding upon all persons having any interest
in the Plan or in any awards granted hereunder. All powers of the Board shall be
executed in its sole discretion, in the best interest of the Company, not as a
fiduciary, and in keeping with the objectives of the Plan, and need not be
uniform as to similarly situated individuals.

         2. Grants

         (a) Awards under the Plan may consist of grants of incentive stock
options as described in Section 5 ("Incentive Stock Options") or nonqualified
stock options as described in Section 5 ("Nonqualified Stock Options")
(Incentive Stock Options and Nonqualified Stock Options are collectively
referred to as "Options"). All Options shall be subject to the terms and
conditions set forth herein and to such other terms and conditions consistent
with this Plan as the Board deems appropriate and as are specified in writing by
the Board to the individual in a grant instrument or an amendment to the grant
instrument (the "Grant Instrument"). All Options shall be made conditional upon
the Grantee's acknowledgment, in writing or by acceptance of the Option, that
all decisions and determinations of the Board shall be final and binding upon
the Grantee and his beneficiaries, and any other person having or claiming an
interest under such Option. The Board shall approve the form and provisions of
each Grant Instrument. Options made under the Plan need not be uniform among the
Grantees.


                                       B-1

<PAGE>

         3. Shares Subject to the Plan

         (a) Shares Authorized. Subject to adjustment as described below, the
aggregate number of shares of common stock of the Company ("Company Stock") that
may be issued or transferred under the Plan is 18,000,000. The shares may be
authorized but unissued shares of Company Stock or reacquired shares of Company
Stock. If and to the extent Options under the Plan terminate, expire, or are
canceled, forfeited, exchanged, or surrendered without having been exercised,
the shares subject to such Options shall again be available for purposes of the
Plan.

         (b) Adjustments. If there is any change in the number or kind of shares
of Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split, or combination or exchange of shares; (ii) by
reason of a merger, reorganization, or consolidation; (iii) by reason of a
reclassification or change in par value; or (iv) by reason of any other
extraordinary or unusual event affecting the outstanding Company Stock as a
class without the Company's receipt of consideration, or if the value of
outstanding shares of Company Stock is substantially reduced as a result of a
spinoff or the Company's payment of an extraordinary dividend or distribution,
the maximum number of shares of Company Stock available for Options, the maximum
number of shares of Company Stock that any individual participating in the Plan
may be granted in any year, the number of shares covered by outstanding Options,
the kind of shares issued under the Plan, and the price per share of such
Options may be appropriately adjusted by the Board to reflect any increase or
decrease in the number of, or change in the kind or value of, issued shares of
Company Stock to preclude, to the extent practicable, the enlargement or
dilution of rights and benefits under such Options; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated. Any
adjustments determined by the Board shall be final, binding, and conclusive.

         4. Eligibility for Participation

         (a) Eligible Persons. All employees of the Company and its parents or
subsidiaries ("Employees"), including Employees who are officers or members of
the Board, shall be eligible to participate in the Plan. Consultants and
advisors who perform services for the Company or any of its parents or
subsidiaries ("Key Advisors") shall be eligible to participate in the Plan if
the Key Advisors render bona fide services to the Company or its parents or
subsidiaries, the services are not in connection with the offer and sale of
securities in a capital-raising transaction, and the Key Advisors do not
directly or indirectly promote or maintain a market for the Company's
securities.

         (b) Selection of Grantees. The Board shall select the Employees and Key
Advisors to receive Options and shall determine the number of shares of Company
Stock subject to a particular Option in such manner as the Board determines.
Employees and Key Advisors who receive Options under this Plan shall hereinafter
be referred to as "Grantees."

         5. Granting of Options

         (a) Number of Shares. The Board shall determine the number of shares of
Company Stock that will be subject to each grant of Options to Employees and Key
Advisors.


                                       B-2

<PAGE>

         (b) Type of Option and Price.

                  (i) The Board may grant Incentive Stock Options that are
intended to qualify as "incentive stock options" within the meaning of section
422 of the Code, or Nonqualified Stock Options that are not intended so to
qualify or any combination of Incentive Stock Options and Nonqualified Stock
Options, all in accordance with the terms and conditions set forth herein.
Incentive Stock Options may be granted only to employees of the Company or its
parents or subsidiaries, as defined in section 424 of the Code. Nonqualified
Stock Options may also be granted to Employees and Key Advisors.

                  (ii) The purchase price (the "Exercise Price") of Company
Stock subject to an Option shall be determined by the Board and may be equal to,
greater than, or less than the Fair Market Value (as defined below) of a share
of Company Stock on the date the Option is granted; provided, however, that (x)
the Exercise Price of an Incentive Stock Option shall be equal to, or greater
than, the Fair Market Value of a share of Company Stock on the date the
Incentive Stock Option is granted and (y) an Incentive Stock Option may not be
granted to an Employee who, at the time of grant, owns stock possessing more
than ten percent of the total combined voting power of all classes of stock of
the Company or any parent or subsidiary of the Company, unless the Exercise
Price per share is not less than 110 percent of the Fair Market Value of Company
Stock on the date of grant.

                  (iii) If the Company Stock is publicly traded, the Fair Market
Value per share shall be determined as follows for purposes of the Plan:

                  (A) If the Company Stock is not publicly traded or, if
         publicly traded, is not subject to reported transactions or "bid" or
         "asked" quotations as set forth above, the Fair Market Value per share
         shall be as determined by the Board,

                  (B) If the principal trading market for the Company Stock is a
         national securities exchange or the Nasdaq National Market, the Fair
         Market Value shall be determined as the last reported sale price
         thereof on the relevant date or (if there were no trades on that date)
         the latest preceding date upon which a sale was reported, or

                  (C) If the Company Stock is not principally traded on such
         exchange or market, the Fair Market Value shall be determined as the
         mean between the last reported "bid" and "asked" prices of Company
         Stock on the relevant date, as reported on Nasdaq or, if not so
         reported, as reported by the National Daily Quotation Bureau, Inc. or
         as reported in a customary financial reporting service, as applicable
         and as the Board determines.

         (c) Option Term. The Board shall determine the term of each Option.
However, the term of an Incentive Stock Option shall not exceed ten years from
the date of grant and, if granted to an Employee who, at the time of grant, owns
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Company, or any parent or subsidiary of the Company, may
not exceed five years from the date of grant.

         (d) Exercisability of Options.

                  (i) Options shall become exercisable in accordance with such
terms and conditions, consistent with the Plan, as may be determined by the
Board and specified in the Grant Instrument. The Board may accelerate the
exercisability of any or all outstanding Options at any time for any reason.

                  (ii) The Board may provide in a Grant Instrument that the
Grantee may elect to exercise part or all of an Option before it otherwise has
become exercisable. Any shares so purchased shall be restricted shares and shall
be subject to a repurchase right in favor of the Company during a specified
restriction period, with the repurchase price equal to the lesser of the
Exercise Price or the Fair Market Value of such shares at the time of
repurchase, or such other restrictions as the Board deems appropriate.


                                       B-3

<PAGE>

         (e) Grants to Non-Exempt Employees. Notwithstanding the foregoing,
Options granted to persons who are non-exempt employees under the Fair Labor
Standards Act of 1938, as amended, shall have an Exercise Price not less than 85
percent of the Fair Market Value of the Company Stock on the date of grant, and
may not be exercisable for at least six months after the date of grant (except
that such Options may become exercisable, as determined by the Board, upon the
Grantee's death, Disability, or retirement, or upon a Change of Control or other
circumstances permitted by applicable regulations).

         (f) Termination of Employment, Disability, or Death.

                  (i) Except as provided below, an Option may only be exercised
while the Grantee is employed by, or providing service to, the Employer (as
defined below) as an Employee or Key Advisor. In the event that a Grantee ceases
to be employed by, or provide service to, the Employer for any reason other than
Disability, death, or termination for Cause, any Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within 30 days after
the date on which the Grantee ceases to be employed by, or provide service to,
the Employer (or within such other period of time as may be specified by the
Board), but in any event no later than the date of expiration of the Option
term. Except as otherwise provided by the Board, any of the Grantee's Options
that are not otherwise exercisable as of the date on which the Grantee ceases to
be employed by, or provide service to, the Employer shall terminate as of such
date.

                  (ii) In the event the Grantee ceases to be employed by, or
provide service to, the Employer on account of a termination for Cause by the
Employer, any Option held by the Grantee shall terminate as of the date the
Grantee ceases to be employed by, or provide service to, the Employer. In
addition, notwithstanding any other provisions of this Section 5, if the Board
determines that the Grantee has engaged in conduct that constitutes Cause at any
time while the Grantee is employed by, or providing service to, the Employer or
after the Grantee's termination of employment or service, any Option held by the
Grantee shall immediately terminate, and the Grantee shall automatically forfeit
all shares underlying any exercised portion of an Option for which the Company
has not yet delivered the share certificates, upon refund by the Company of the
Exercise Price paid by the Grantee for such shares. Upon any exercise of an
Option, the Company may withhold delivery of share certificates pending
resolution of an inquiry that could lead to a finding resulting in a forfeiture.

                  (iii) In the event the Grantee ceases to be employed by, or
provide service to, the Employer because the Grantee is Disabled, any Option
which is otherwise exercisable by the Grantee shall terminate unless exercised
within one year after the date on which the Grantee ceases to be employed by, or
provide service to, the Employer (or within such other period of time as may be
specified by the Board), but in any event no later than the date of expiration
of the Option term. Except as otherwise provided by the Board, any of the
Grantee's Options which are not otherwise exercisable as of the date on which
the Grantee ceases to be employed by, or provide service to, the Employer shall
terminate as of such date.

                  (iv) If the Grantee dies while employed by, or providing
service to, the Employer or within 90 days after the date on which the Grantee
ceases to be employed or provide service on account of a termination specified
in Section 5(f)(i) above (or within such other period of time as may be
specified by the Board), any Option that is otherwise exercisable by the Grantee
shall terminate unless exercised within one year after the date on which the
Grantee ceases to be employed by, or provide service to, the Employer (or within
such other period of time as may be specified by the Board), but in any event no
later than the date of expiration of the Option term. Except as otherwise
provided by the Board, any of the Grantee's Options that are not otherwise
exercisable as of the date on which the Grantee ceases to be employed by, or
provide service to, the Employer shall terminate as of such date.


                                       B-4

<PAGE>

                  (v) For purposes of this Plan:

                  (A) The term "Employer" shall mean the Company and its parent
         and subsidiary corporations or other entities, as determined by the
         Board.

                  (B) "Employed by, or provide service to, the Employer" shall
         mean employment or service as an Employee or Key Advisor (so that, for
         purposes of exercising Options, a Grantee shall not be considered to
         have terminated employment or service until the Grantee ceases to be an
         Employee or Key Advisor) unless the Board determines otherwise.

                  (C) "Disability" shall mean a Grantee's becoming disabled
         within the meaning of section 22(e)(3) of the Code, within the meaning
         of the Employer's long-term disability plan applicable to the Grantee,
         or as otherwise determined by the Board.

                  (D) "Cause" shall mean, except to the extent specified
         otherwise by the Board, a finding by the Board that the Grantee (i) has
         breached his employment or service contract with the Employer; (ii) has
         engaged in disloyalty to the Company, including, without limitation,
         fraud, embezzlement, theft, commission of a felony, or proven
         dishonesty; (iii) has disclosed trade secrets or confidential
         information of the Employer to persons not entitled to receive such
         information; (iv) has breached any written noncompetition or
         nonsolicitation agreement between the Grantee and the Employer; or (v)
         has engaged in such other behavior detrimental to the interests of the
         Employer as the Board determines.

         (g) Exercise of Options. A Grantee may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company. The Grantee shall pay the Exercise Price for an Option as specified
by the Board (w) in cash; (x) with the approval of the Board, by delivering
shares of Company Stock owned by the Grantee (including Company Stock acquired
in connection with the exercise of an Option, subject to such restrictions as
the Board deems appropriate) and having a Fair Market Value on the date of
exercise equal to the Exercise Price or by attestation (on a form prescribed by
the Board) to ownership of shares of Company Stock having a Fair Market Value on
the date of exercise equal to the Exercise Price; (y) by payment through a
broker in accordance with procedures permitted by Regulation T of the Federal
Reserve Board; or (z) by such other method as the Board may approve. Shares of
Company Stock used to exercise an Option shall have been held by the Grantee for
the requisite period of time to avoid adverse accounting consequences to the
Company with respect to the Option. The Grantee shall pay the Exercise Price and
the amount of any withholding tax due (pursuant to Section 6) as specified by
the Board.

         (h) Limits on Incentive Stock Options. Each Incentive Stock Option
shall provide that, if the aggregate Fair Market Value of the stock on the date
of the grant with respect to which Incentive Stock Options are exercisable for
the first time by a Grantee during any calendar year, under the Plan or any
other stock option plan of the Company or a parent or subsidiary, exceeds
$100,000, then the Incentive Stock Option, as to the excess, shall be treated as
a Nonqualified Stock Option. An Incentive Stock Option shall not be granted to
any person who is not an employee of the Company or a parent or subsidiary
(within the meaning of section 424(f) of the Code) of the Company.

         (i) Dividend Equivalents. The Committee may grant dividend equivalents
in connection with Options granted under the Plan. Dividend equivalents may be
paid currently or accrued as contingent cash obligations and may be payable in
cash or shares of Company Stock, and upon such terms as the Committee may
establish, including, without limitation, the achievement of specific
performance goals.


                                       B-5

<PAGE>

         6. Withholding of Taxes

         (a) Required Withholding. All Options under the Plan shall be subject
to applicable federal (including FICA), state, and local tax withholding
requirements. The Employer may require that the Grantee or other person
receiving or exercising Options pay to the Employer the amount of any federal,
state, or local taxes that the Employer is required to withhold with respect to
such Options, or the Employer may deduct from other wages paid by the Employer
the amount of any withholding taxes due with respect to such Options.

         (b) Election to Withhold Shares. If the Board so permits, a Grantee may
elect to satisfy the Employer's tax withholding obligation with respect to an
Option by having shares withheld up to an amount that does not exceed the
Grantee's minimum applicable withholding tax rate for federal (including FICA),
state, and local tax liabilities. The election must be in a form and manner
prescribed by the Board and may be subject to the prior approval of the Board.

         7. Transferability of Options

         (a) Nontransferability of Options. Except as provided below, only the
Grantee may exercise rights under an Option during the Grantee's lifetime. A
Grantee may not transfer those rights except (i) by will or by the laws of
descent and distribution or (ii) with respect to Nonqualified Stock Options, if
permitted in any specific case by the Board, pursuant to a domestic relations
order or otherwise as permitted by the Board. When a Grantee dies, the personal
representative or other person entitled to succeed to the rights of the Grantee
may exercise such rights. Any such successor must furnish proof satisfactory to
the Company of his right to receive the Option under the Grantee's will or under
the applicable laws of descent and distribution.

         (b) Transfer of Nonqualified Stock Options. Notwithstanding the
foregoing, the Board may provide, in a Grant Instrument, that a Grantee may
transfer Nonqualified Stock Options to family members, or one or more trusts or
other entities for the benefit of or owned by family members, consistent with
applicable securities laws, according to such terms as the Board may determine;
provided that the Grantee receives no consideration for the transfer of an
Option and the transferred Option shall continue to be subject to the same terms
and conditions as were applicable to the Option immediately before the transfer.

         8. Change of Control of the Company

         As used herein, a "Change of Control" shall be deemed to have occurred
if:

         (a) Any "person" (as such term is used in sections 13(d) and 14(d) of
the Exchange Act") (other than persons who are shareholders on the effective
date of the Plan) becomes a "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing more than 50 percent of the voting power of the then outstanding
securities of the Company; provided that a Change of Control shall not be deemed
to occur as a result of a change of ownership resulting from the death of a
shareholder, and a Change of Control shall not be deemed to occur as a result of
a transaction in which the Company becomes a subsidiary of another corporation
and in which the shareholders of the Company, immediately prior to the
transaction, will beneficially own, immediately after the transaction, shares
entitling such shareholders to more than 50 percent of all votes to which all
shareholders of the parent corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote); or


                                       B-6

<PAGE>

         (b) The consummation of (i) a merger or consolidation of the Company
with another corporation where the shareholders of the Company, immediately
prior to the merger or consolidation, will not beneficially own, immediately
after the merger or consolidation, shares entitling such shareholders to more
than 50 percent of all votes to which all shareholders of the surviving
corporation would be entitled in the election of directors (without
consideration of the rights of any class of stock to elect directors by a
separate class vote); (ii) a sale or other disposition of all or substantially
all of the assets of the Company; or (iii) a liquidation or dissolution of the
Company.

         9. Consequences of a Change of Control

         (a) Notice and Acceleration. Upon a Change of Control, unless the Board
determines otherwise, (i) the Company shall provide each Grantee with
outstanding Options written notice of such Change of Control, and (ii) all
outstanding Options shall automatically accelerate and become fully exercisable.

         (b) Assumption of Options. Upon a Change of Control where the Company
is not the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Board determines otherwise, all outstanding Options
that are not exercised shall be assumed by, or replaced with comparable options
by, the surviving corporation (or a parent or subsidiary of the surviving
corporation).

         (c) Other Alternatives. Notwithstanding the foregoing, in the event of
a Change of Control, the Board may take one or both of the following actions:
the Board may (i) require that Grantees surrender their outstanding Options in
exchange for a payment by the Company, in cash or Company Stock as determined by
the Board, in an amount equal to the amount by which the then Fair Market Value
of the shares of Company Stock subject to the Grantee's unexercised Options
exceeds the Exercise Price of the Options, and/or (ii) after giving Grantees an
opportunity to exercise their outstanding Options, terminate any or all
unexercised Options at such time as the Board deems appropriate. Such surrender
or termination shall take place as of the date of the Change of Control or such
other date as the Board may specify.

         10. Requirements for Issuance or Transfer of Shares

         (a) Shareholder's Agreement. The Board may require that a Grantee
execute a shareholder's agreement, with such terms as the Board deems
appropriate, with respect to any Company Stock issued or distributed pursuant to
this Plan.

         (b) Limitations on Issuance or Transfer of Shares. No Company Stock
shall be issued or transferred in connection with any Option hereunder unless
and until all legal requirements applicable to the issuance or transfer of such
Company Stock have been complied with to the satisfaction of the Board. The
Board shall have the right to condition any Option made to any Grantee hereunder
on such Grantee's undertaking in writing to comply with such restrictions on his
subsequent disposition of such shares of Company Stock as the Board shall deem
necessary or advisable, and certificates representing such shares may be
legended to reflect any such restrictions. Certificates representing shares of
Company Stock issued or transferred under the Plan shall be subject to such
stop-transfer orders and other restrictions as may be required by applicable
laws, regulations, and interpretations, including any requirement that a legend
be placed thereon.


                                      B-7

<PAGE>

         11. Amendment and Termination of the Plan

         (a) Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that the Board shall not amend the Plan without shareholder
approval if such approval is required to comply with the Code, other applicable
laws, or applicable stock exchange requirements.

         (b) Termination of Plan. The Plan shall terminate on the day
immediately preceding the tenth anniversary of its effective date, unless the
Plan is terminated earlier by the Board or is extended by the Board with the
approval of the shareholders.

         (c) Termination and Amendment of Outstanding Options. A termination or
amendment of the Plan that occurs after an Option is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the Board
acts under Section 17(b). The termination of the Plan shall not impair the power
and authority of the Board with respect to an outstanding Option. Whether or not
the Plan has terminated, an outstanding Option may be terminated or amended
under Section 17(b) or may be amended by agreement of the Company and the
Grantee consistent with the Plan.

         (d) Governing Document. The Plan shall be the controlling document. No
other statements, representations, explanatory materials, or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

         12. Funding of the Plan

         This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to ensure the payment of any Options under this Plan. In no event shall
interest be paid or accrued on any Option, including unpaid installments of
Options.

         13. Rights of Participants

         Nothing in this Plan shall entitle any Employee, Key Advisor, or other
person to any claim or right to be granted an Option under this Plan. Neither
this Plan nor any action taken hereunder shall be construed as giving any
individual any rights to be retained by or in the employ of the Employer or any
other employment rights.

         14. No Fractional Shares

         No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Option. The Board shall determine whether cash,
other awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

         15. Headings

         Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

         16. Effective Date of the Plan

         The effective date of the Plan is the date that the Plan is approved by
the Board and the stockholders of the Company.


                                       B-8

<PAGE>

         17. Miscellaneous

         (a) Options in Connection with Corporate Transactions and Otherwise.
Nothing contained in this Plan shall be construed to (i) limit the right of the
Board to grant Options under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation, or otherwise, of the business or assets
of any corporation, firm, or association, including Options to employees thereof
who become Employees, or for other proper corporate purposes; or (ii) limit the
right of the Company to grant stock options or other awards outside of this
Plan. Without limiting the foregoing, the Board may grant an Option to an
employee of another corporation who becomes an Employee by reason of a corporate
merger, consolidation, acquisition of stock or property, reorganization, or
liquidation involving the Company, the Parent or any of their subsidiaries in
substitution for a stock option, restricted stock awards, or restricted stock
units grant made by such corporation. The terms and conditions of the substitute
grants may vary from the terms and conditions required by the Plan and from
those of the substituted stock incentives. The Board shall prescribe the
provisions of the substitute grants.

         (b) Compliance with Law. The Plan, the exercise of Options, and the
obligations of the Company to issue or transfer shares of Company Stock under
Options shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. In addition,
it is the intent of the Company that the Plan and applicable Options under the
Plan comply with the applicable provisions of section 162(m) of the Code. To the
extent that any legal requirement of section 16 of the Exchange Act or section
162(m) of the Code as set forth in the Plan ceases to be required under section
16 of the Exchange Act or section 162(m) of the Code, that Plan provision shall
cease to apply. The Board may revoke any Option if it is contrary to law or
modify an Option to bring it into compliance with any valid and mandatory
government regulation. The Board may also adopt rules regarding the withholding
of taxes on payments to Grantees. The Board may, in its sole discretion, agree
to limit its authority under this Section.

         (c) Employees Subject to Taxation Outside the United States. With
respect to Grantees who are subject to taxation in countries other than the
United States, the Board may grant Options on such terms and conditions as the
Board deems appropriate to comply with the laws of the applicable countries, and
the Board may create such procedures, addenda, and subplans and make such
modifications as may be necessary or advisable to comply with such laws.

         (d) Governing Law. The validity, construction, interpretation, and
effect of the Plan and Grant Instruments issued under the Plan shall be governed
and construed by and determined in accordance with the laws of the Commonwealth
of Pennsylvania, without giving effect to the conflict of laws provisions
thereof.


                                       B-9
<PAGE>


                          LASERLOCK TECHNOLOGIES, INC.
                                 837 LINDY LANE
                         BALA CYNWYD, PENNSYLVANIA 19004

                    THIS PROXY IS SOLICITED ON BEHALF OF THE
                        BOARD OF DIRECTORS OF THE COMPANY

The undersigned, a stockholder of LaserLock Technologies, Inc., a Nevada
corporation (the "Company"), hereby appoints Norman A. Gardner and Joel A.
Pinsky, and each of them, as the true and lawful attorneys and proxies of the
undersigned, with full power of substitution, for and in the name of the
undersigned, to vote and otherwise act on behalf of the undersigned at the
Special Meeting in lieu of an Annual Meeting of Stockholders of the Company to
be held at the law offices of Morgan, Lewis & Bockius LLP, 1701 Market Street,
Philadelphia, Pennsylvania 19103 on Wednesday, December 17, 2003, at 6:00 p.m.,
local time, and at any adjournment or adjournments thereof, with respect to all
shares of the Company's Common Stock which the undersigned would be entitled to
vote, with all powers the undersigned would possess if personally present, on
the following matters:

Please mark your
/X/ votes as in this example.

                                  FOR all nominees listed at the        WITHHELD
                                  right (except as marked to the
                                  contrary below)

1. The election of the four       / /                                  / /
   nominees to serve as directors
   until the expiration of each director's                Nominees:
   term and until his successor is                        ---------
   elected and qualified or                               Norman A. Gardner
   until his earlier resignation                          Joel A. Pinsky
   or removal.                                            Michael J. Prevot
                                                          Julius Goldfinger



INSTRUCTION. To withhold authority to vote for any
individual nominee, write that nominee's name on the
line below.

- ------------------------------------------------------------------------

2. Approval of the Amendment and Restatement of the Company's Articles of
Incorporation.

         FOR    /      /       AGAINST    /      /       ABSTAIN    /      /

3. Approval of the LaserLock Technologies, Inc. 2003 Stock Option Plan.

         FOR    /      /       AGAINST    /      /       ABSTAIN    /      /



<PAGE>


4.       Ratification of the appointment by the
         Board of Cogen Sklar LLP
         as independent auditors for the Company
         for the year ending December 31, 2003.

         FOR    /      /       AGAINST    /      /       ABSTAIN    /      /

In their discretion, the named proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment(s) thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED
STOCKHOLDER. IF THE STOCKHOLDER GIVES NO DIRECTION, THE PROXY WILL BE VOTED
"FOR" ALL PROPOSALS LISTED ABOVE AND IN THE PROXIES' DISCRETION ON ANY OTHER
MATTERS TO COME BEFORE THE MEETING.


Signature(s)                                        Dated: __________, 2003

PLEASE DATE THIS PROXY AND SIGN ABOVE exactly as your name appears on this
Proxy. If more than one person owns the shares, each owner should sign. If you
are signing this proxy as an attorney, administrator, executor, guardian or
trustee, please include your title. If you are signing this proxy on behalf of a
corporation, please include your title.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
