A-Street Capital Corp.
00 X. Xxxxxxxx Xxxxxx/Xxxxx 000
Xxxxxxx, XX 00000
312.762.9270
May 2, 2003
Xx. Xxxxxx Xxxxxxx
LaserLock Technologies, Inc.,
000 Xxxxx Xxxx
Xxxx Xxxxxx, Xxxxxxxxxxxx 00000
Re: Loan from LaRoch Limited to LaserLock Technologies, Inc.
Dear Xx. Xxxxxxx,
This letter confirms the terms of a loan by our client, LaRoch Limited
("Lender") to LaserLock Technologies, Inc. ("Borrower") in the principal amount
of US$55,000 (the "Loan"). The Loan is contingent on your agreement to the
following:
o Execution and delivery of a Promissory Note (the "Note") in favor of Lender
in the form attached hereto as Exhibit A. The Note's repayment amount will
include all fees and expenses of Lender including a loan origination fee,
prepaid interest for 60 days at a rate of 10% per annum, legal fees and
other expenses in the amount of $5000 ("Fees"). Lender is authorized to
deduct these Fees from the principal amount of the Loan prior to disbursing
the net proceeds to the Borrower. The Note shall be for a term of 60 days
and will be secured by the proceeds of that certain Regulation S Stock
Purchase Agreement dated May 2, 2003 between LaserLock Technologies, Inc,
and Californian Securities S.A. ("CSSA"). Borrower shall execute a Letter of
Direction in the form attached hereto as Exhibit B instructing CSSA and its
disbursement agent to pay to Lender the first proceeds of the Regulation S
offering in repayment of the Loan but only to the extent of the outstanding
balance on the Note including accrued interest, if any.
o Issuance and delivery of 143,000 shares of restricted common stock
("Shares") to A-Street Capital Corp. as compensation for arranging the Loan
within 10 days of the funding of the Loan.
Holders of such Shares be entitled to transferable, piggyback registration
rights. If, at anytime prior to January 1, 2005, the Company shall prepare
to file a Registration Statement under the Act with the SEC, other than
pursuant to Form S-4 or Form S-8, pertaining to the public sale of its
Common Stock (other than one to raise additional funds exclusively for the
Company), it shall give at least thirty (30) days' notice of its intention
to do so to the Lender who shall provide notice to the holders of such
Shares, if any Shares are transferred by the Lender to a third party. The
notice shall set forth the number of shares of Common Stock to be registered
for sale and, to the extent then known by the Company, the proposed terms
upon which the sale will take place. Within fifteen (15) days of the notice,
the Lender may, by notice to the Company, require the Company to include
such Shares in the registration statement. The costs of the registration and
sale, including legal and accounting fees and costs, printing costs, and
other expenses, but excluding brokers' commissions, fees, costs, and
expenses (if any, which if charged shall be borne by the selling
shareholder) shall be borne by the Borrower.
A-Street Capital Corp
Xx. Xxxx Xxxxxxx
May 2, 2003
Page 2
o Borrower may extend the maturity date of the Note for an additional 30 days
upon a payment to Lender of $2,500.
o Borrower warrants and represents to Lender that the proceeds of the Loan
will be used to maintain the Borrower's intellectual property and for
general business purposes.
If you are in agreement with the terms of the Loan, please sign on the line
indicated and return this agreement to me by facsimile. Xxxxxxxx shall deliver
at closing original signed copies of the Promissory Note, the Letter of
Direction, and this Agreement. In addition, Xxxxxxxx shall deliver certified
resolutions of the Board of Directors authorizing the following: (a) the
Company's financing arrangement with LaRoch Limited, (b) the Company's entry
into the Regulation S Stock Purchase Agreement with Californian Securities, S.A.
and (c) the issuance of 143,000 shares of the Company's common stock to be
delivered to A-Street Capital Corp. within 10 days of the closing of the Loan.
The closing of each of the Loan and the Regulation S Stock Purchase Agreement
shall take place on or before May 2, 2003 in Chicago, Illinois. The parties
agree that the delivery of this Agreement, the related agreements and any other
documents at the Closing may be effected by means of an exchange of facsimile
signatures with original copies to follow by overnight mail or courier service.
Disbursement of the net proceeds of the loan shall be by wire transfer. Please
provide wire instructions with the closing documents.
Please advise when you have those documents ready. Please feel free to contact
me if you have any additional questions.
Very truly yours,
A-Street Capital Corp.
By: Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx, VP and Secretary.
Acknowledged by and agreed to by Accepted by
La Roch Limited LaserLock Technologies, Inc.
By: Xxxxxxxx Xxxx By: Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
Date: May 2, 2003 Date: May 2, 2003
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cc. Xxxxx X. Xxxxxxxxxxx
Xxxxxx Xxxxx
