
                              ARTICLES OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                             LASERGATE SYSTEMS, INC.

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                   Pursuant To Provisions Of Section 607.1006
                     Of The Florida Business Corporation Act

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


     Lasergate Systems,  Inc. (the "Corporation"),  a corporation  organized and
existing under the Florida  Business  Corporation Act, does hereby certify that,
pursuant to Section 607.0821 of the Florida Business  Corporation Act, the Board
of Directors of the  Corporation  adopted the following  resolution at a meeting
duly held on August 1, 1995,  which resolution is in full force and in effect as
of the date hereof:

     WHEREAS,  The Board of Directors of the  Corporation is authorized,  within
the limitation stated in the Articles of Incorporation to fix by resolutions the
designation  of each  series of  preferred  stock,  par value  $.03  ("Preferred
Stock") and powers, preferences and relative, participating,  optional, or other
special  rights  and  qualifications,   limitations  or  restrictions   thereof,
including,  without limiting the generality of the foregoing, such provisions as
may be desired  concerning  voting,  redemption,  dividends,  dissolution or the
distribution  of assets,  conversion  or  exchange,  and such other  subjects or
matters as may be fixed by resolution or  resolutions  of the Board of Directors
under the Florida Business Corporation Act;

     WHEREAS,  it is the desire of the Board of  Directors  of the  Corporation,
pursuant to its  authority as  aforesaid,  to  authorize  and fix the terms of a
series of preferred stock and the number of shares constituting such series:

     NOW, THEREFORE, BE IT RESOLVED, That there is hereby authorized such number
and series of Preferred  Stock on the terms and with the  provisions  herein set
forth:

     A.  DESIGNATION OF THE SERIES.  There shall be a series of Preferred  Stock
designated  as "Series D Preferred  Stock."  Each share of such series  shall be
referred to herein as a "Series D Share." The authorized number of such Series D
Shares is 350,000.


                                             

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     1. VOTING  RIGHTS.  Except as  otherwise  required  by law,  the holders of
Series D  Shares  shall  not be  entitled  to vote  separately  as a  series  or
otherwise  on  any  matter  submitted  to a  vote  of  the  stockholders  of the
Corporation. Notwithstanding the foregoing, without the prior written consent of
the holders of the Series D Shares,

               (a)  the  Corporation shall not amend,  alter, or repeal (whether
by amendment,  merger,  or otherwise)  any of the  provisions of its articles of
incorporation  or any  resolutions  of the board of directors or any  instrument
establishing  and  designating the Series D Shares or any other capital stock of
the Corporation in determining the relative rights and preferences thereof so as
to affect any materially  adverse change in the rights,  privileges,  powers, or
preferences of the holders of the Series D Shares,  provided,  however, that the
Corporation shall not be prevented from redeeming the Corporation's  Series A, B
and C  Preferred  Stock,  $.03 par value (the  "Series  A, B and C  Shares")  or
converting  any or all such Series A, B And C Shares into shares of Common Stock
without  the prior  consent of the  holders  of the Series D Shares and  without
effecting the same changes with respect to the Series D Shares;

               (b) the  Corporation shall not create or designate any additional
preferred stock senior in right as to dividends,  redemptions and liquidation to
the Series D Shares; and

               (c) the Corporation shall not permit any subsidiary to enter into
any  agreement  with any  person or entity  which,  in the  absence of a default
thereunder,  would  prevent the  corporation  from  performing  in all  material
aspects its obligations with respect to the Series D Shares.

     2. DIVIDENDS. The holders of record of Series D Shares shall be entitled to
receive when, as and if declared by the Board of Directors, out of funds legally
available  therefor,  dividends  payable  in  cash,  stock  or  otherwise.  When
dividends  become so payable,  the Board of Directors of the  Corporation  shall
declare  such  dividends  and cause them to be paid,  to the full  extent of any
funds legally available therefor. In the event that the corporation shall pay on
the  Corporation's  Common Stock,  $.03 par value per share (the "Common Stock")
any dividend, whether in cash, property, or otherwise, the corporation shall pay
a dividend  on the Series D Shares in an amount per share which is equal to that
which holders of the Series D Shares would have been entitled had they converted
such shares into Common Stock immediately prior to the payment of such dividend.

     3. CONVERSION RIGHTS AND TRANSFERABILITY.  The Series D Shares shall not be
transferable and shall be convertible as follows:

               (a) OPTIONAL  CONVERSION. Subject to and upon compliance with the
provisions  of this Section 3, the holders of any Series D Shares shall have the
right at such holders' option, at any time or from time to time, commencing with
October 1, 1995 with  respect to up to one-half of the Series D Shares  owned by
such holders and November 1, 1995 with

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respect to all of the Series D Shares  owned by such  holders  and  without  the
payment of any  additional  consideration  therefor,  to convert  such  Series D
Shares  into fully paid and  nonassessable  shares of the  Corporation's  Common
Stock, upon the terms hereinafter set forth at the rate (the "Conversion  Rate")
of one share of Common  Stock  for each  Conversion  Factor  Dollar  Amount  (as
defined  below)  of  Liquidation  Value  represented  by the  shares of Series D
Preferred Stock being  converted.  The Conversion  Factor Dollar Amount shall be
(i) 65% of the  average of the  closing  bid price of the  Corporation's  Common
Stock as  quoted on  NASDAQ  for the five  trading  days  immediately  preceding
conversion or, if not quoted on NASDAQ,  65% of the average Current Market Price
(as  defined  in  Section  3(e)  below) for the five  trading  days  immediately
preceding  conversion;  provided,  however,  that the  Conversion  Factor Dollar
Amount shall not be less than $1.00.

               (b) MECHANICS OF CONVERSION.  The  holder of the  Series D Shares
may exercise the conversion  right  specified in Section 3(a) by surrendering to
the  Corporation  or  transfer  agent  of the  Corporation  the  certificate  or
certificates  for all the  Series D Shares.  Conversion  shall be deemed to have
been  effected on the date when delivery of notice of an election to convert and
of  certificates  for the Series D Shares is made,  and such date is referred to
herein as the "Conversion Date." Subject to the provisions of Section 3(d)(iii),
as promptly as practicable thereafter (and after surrender of the certificate or
certificates  representing shares of Series D Preferred Stock to the Corporation
or any transfer agent of the  Corporation  in the case of  conversions  pursuant
hereto) the Corporation  shall issue and deliver to or upon the written order of
such  holder a  certificate  or  certificates  for the number of full  shares of
Common  Stock to which such holder is entitled  and a check or cash with respect
to any  fractional  interest  in a share of Common  Stock as provided in Section
3(e). Subject to the provisions of Section  3(d)(iii),  the person in whose name
the  certificate  or  certificates  for Common  Stock are to be issued  shall be
deemed to have become a holder of record of such Common Stock on the  applicable
Conversion Date.

               (c) FRACTIONAL  SHARES.  No fractional  shares of Common Stock or
scrip  shall be issued  upon  conversion  of  Series D Shares.  If more than one
Series D Share shall be  surrendered  for conversion at any one time by the same
holder,  the number of full  shares of Common  Stock  issuable  upon  conversion
thereof shall be computed on the basis of the aggregate number of shares of such
series so  surrendered.  Instead of any fractional  shares of Common Stock which
would  otherwise  be  issuable  upon  conversion  of any  Series D  Shares,  the
Corporation shall pay out of funds legally available  therefor a cash adjustment
in respect of such  fractional  interest in an amount  equal to that  fractional
interest of the then Current Market Price (as defined in Section 3(e) below).

               (d) CONVERSION  RATE  ADJUSTMENTS.  The Conversion  Rate  for the
Series D Shares shall be subject to adjustment from time to time as follows:

                        (i)   STOCK   DIVIDENDS, SUBDIVISIONS, RECLASSIFICATIONS
          OR   COMBINATIONS.  If the Corporation shall (x) declare a dividend or
          make a

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          distribution  on its Common Stock in shares of its Common  Stock,  (y)
          subdivide or reclassify the outstanding  shares of Common Stock into a
          greater  number of shares of Common Stock or (z) combine or reclassify
          the outstanding shares of Common Stock into a smaller number of shares
          of Common Stock,  the Conversion Rate in effect for Series D Shares at
          the time of the record date for such dividend or  distribution  or the
          effective date of such  subdivision,  combination or  reclassification
          shall  be  adjusted  to  that  price  determined  by  multiplying  the
          Conversion  Rate in effect for each  Series D Share by a fraction  (x)
          the  numerator  of which  shall be the  total  number  of  issued  and
          outstanding shares of Common Stock immediately prior to such dividend,
          distribution, subdivision, combination or reclassification and (y) the
          denominator  of  which  shall  be  the  total  number  of  issued  and
          outstanding  shares of Common Stock  immediately  after such dividend,
          distribution, subdivision, combination or reclassification. Successive
          adjustments  in the  Conversion  Rate shall be made whenever any event
          specified above shall occur.

                        (ii)   ROUNDING OF  CALCULATIONS;  MINIMUM   ADJUSTMENT.
          All calculations  under this Section 3(d) shall be made to the nearest
          cent or to the nearest one hundredth (1/100th) of a share, as the case
          may  be.   Any   provision   of  this   Section  3  to  the   contrary
          notwithstanding, no adjustment in the Conversion Rate shall be made if
          the  amount of such  adjustment  would be less  than 1%;  but any such
          amount shall be carried forward and an adjustment with respect thereto
          shall  be  made  at the  time  of and  together  with  any  subsequent
          adjustment  which,  together  with such amount and any other amount or
          amounts so carried forward, shall aggregate 1% or more.

                        (iii) TIMING OF ISSUANCE OF ADDITIONAL COMMON STOCK UPON
          CERTAIN  ADJUSTMENTS.  In any case in  which  the  provisions  of this
          Section 3(d) shall require that an adjustment  shall become  effective
          immediately  after a record  date for an event,  the  Corporation  may
          defer until the  occurrence of such event (x) issuing to the holder of
          any Series D Share  converted  after such  record  date and before the
          occurrence  of such  event  the  additional  shares  of  Common  Stock
          issuable upon such conversion by reason of the adjustment  required by
          such  event over and above the shares of Common  Stock  issuable  upon
          such conversion before giving effect to such adjustment and (y) paying
          to such  holder  any amount of cash in lieu of a  fractional  share of
          Common Stock pursuant to Section 3(c);  provided that the  Corporation
          upon  request  shall  deliver  to such  holder  a due  bill  or  other
          appropriate  instrument evidencing such holder's right to receive such
          additional  shares,  and such cash,  upon the  occurrence of the event
          requiring such adjustment.

                    (e)  CURRENT MARKET PRICE.  The  Current Market Price at any
time shall mean, in the event the equity security is publicly  traded,  the last
reported sale price regular way or, in case no such reported sale takes place on
such day, the average of the last  closing bid and asked prices  regular way, in
either case on the  principal  national  securities  exchange  on which 

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such equity  security  is listed or  admitted  to  trading,  or if not listed or
admitted to trading on any national securities exchange,  the closing sale price
for such day reported by NASDAQ,  or if such equity  security is so traded,  but
not so quoted,  the average of the closing reported bid and asked prices of such
equity  security  as  reported  by NASDAQ or any  comparable  system or, if such
equity security is not listed on NASDAQ or any comparable system, the average of
the closing bid and asked  prices as  furnished  by two members of the  National
Association  of Securities  Dealers,  Inc.,  selected in good faith from time to
time by the Board of  Directors of the  Corporation  for that  purpose.  If such
equity  security is not traded in such manner  that the  quotations  referred to
above are available for the period required hereunder,  Current Market Price per
share of such equity security shall be deemed to be the fair value as determined
in good faith by the Board of Directors of the Corporation,  irrespective of any
accounting treatment.

                    (f) STATEMENT  REGARDING  ADJUSTMENTS.  Whenever the Conver-
sion Rate for the Series D Shares shall be adjusted as provided in Section 3(d),
the  Corporation  shall  forthwith file, at the office of any transfer agent for
the  Series D Shares  and/or  at the  principal  office  of the  Corporation,  a
statement  showing in detail the method of calculation of such  adjustment,  the
facts requiring such adjustment and the Conversion Price that shall be in effect
after  such  adjustment,  and the  Corporation  shall  also cause a copy of such
statement to be sent by mail,  first class  postage  prepaid,  to each holder of
Series D Shares at its address appearing on the Corporation's records. Each such
statement shall be signed by the Corporation's  chief financial  officer.  Where
appropriate,  such copy may be given in advance and may be included as part of a
notice required to be mailed under the provisions of Section 3(g).

                    (g)  NOTICE TO HOLDERS.  In the event the Corporation  shall
propose  to take any  action  of the type  described  in  Section  3(d)(i),  the
Corporation  shall give  notice to each  holder of Series D Shares in the manner
set forth in Section  3(f),  which notice shall specify the record date, if any,
with respect to any such action and the approximate date on which such action is
to take place.  Such notice shall also set forth such facts with respect thereto
as shall be  reasonably  necessary to indicate the effect of such action (to the
extent  such effect may be known at the date of such  notice) on the  Conversion
Rate and the  number,  kind or class of shares or other  securities  or property
which shall be deliverable  upon  conversion of Series D Shares.  In the case of
any action which would require the fixing of a record date, such notice shall be
given at least ten days prior to the date so fixed, and in the case of all other
action,  such notice shall be given at least 15 days prior to the taking of such
proposed action. Failure to give notice, or any defect therein, shall not affect
the legality or validity of any such action.

                    (h) TREASURY  STOCK. For the purposes of this Section 3, the
sale  or  other  disposition  of  any  Common  Stock  theretofore  held  in  the
Corporation's treasury shall be deemed to be an issuance thereof.

                    (i) Costs. The Corporation shall pay all documentary, stamp,
transfer or other  transactional  taxes attributable to the issuance or delivery
of shares of Common Stock upon conversion of any Series D Shares;  provided that
the Corporation shall not be required to

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pay any taxes  which may be payable in respect of any  transfer  involved in the
issuance  or delivery  of any  certificate  for such shares in a name other than
that of the holder of the  Series D Shares in  respect of which such  shares are
being issued.

     4. LIQUIDATION.

                    (a) SERIES D PREFERENCE.  Upon  any liquidation, dissolution
or winding up of the Corporation,  whether voluntary or involuntary, the holders
of Series D Shares shall be entitled, before any distribution or payment is made
upon any shares of Common  Stock,  to be paid an amount  per share  equal to the
liquidation value described in this Section 4(a) (the "Liquidation  Value"). The
per share  Liquidation  Value of the  Series D Shares is equal to the sum of the
following:

                        (i) $10 per share, plus

                        (ii) an amount equal to any accrued and unpaid dividends
          on  such share subject to reduction if thereafter paid,

provided,  however,  that if upon any dissolution,  liquidation or winding up of
the Corporation,  the net assets available for distribution to the Corporation's
shareholders  shall be insufficient to permit payment to the holders of Series D
Shares,  the shares of the  Corporation's  Series A Preferred  Shares,  $.03 per
value (the "Series A Shares") the shares of the Corporation's Series B Preferred
Stock,   $.03  par  value  (the  "Series  B  Shares")  and  the  shares  of  the
Corporation's  Series C Preferred Stock,  $.03 par value (the "Series C Shares")
of the amount  distributable as aforesaid,  the entire assets of the Corporation
to be so distributed shall be distributed on a pro rata basis in accordance with
their respective  Liquidation  Values among the holders of Series D Shares,  the
Series A  Shares,  the  Series B Shares  and the  Series C Shares.  Neither  the
consolidation  nor merger of the Corporation with or into any other  corporation
or other entities,  nor the sale,  transfer or lease of all or substantially all
of the assets of the  Corporation  shall  itself be deemed to be a  liquidation,
dissolution, or winding-up of the Corporation within the meaning of this Section
4. Notice of the  liquidation,  dissolution,  or winding-up  of the  Corporation
shall be mailed,  by first-class  mail,  postage prepaid,  not less than 20 days
prior to the date on which  such  liquidation,  dissolution,  or  winding-up  is
expected  to take  place or become  effective,  to the  holders of record of the
Series D Shares at their respective addresses as the same appear on the books of
the  Corporation  or  supplied  by them in  writing to the  Corporation  for the
purpose of such notice;  but no defect in such notice or in the mailing  thereof
shall affect the validity of the liquidation, dissolution, or winding-up.

                    (b) General.

                        (i)  All of  the  preferential amounts to be paid to the
               holders of the Series D Shares  pursuant to Section 4(a) shall be
               paid or set apart for payment before the payment or setting apart
               for payment of any amount for, or the

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               distribution  of any assets of the Corporation to, the holders of
               the Common Stock in connection with such liquidation, dissolution
               or winding up.

                        (ii) After setting apart or paying in full the preferen-
               tial amounts aforesaid to the holders of record of the issued and
               outstanding Series A, B, C and D Preferred Shares as set forth in
               Section  4(a),  the  holders of record of Common  Stock  shall be
               entitled to  participate  in any  distribution  of any  remaining
               assets  of the  Corporation,  and the  holders  of  record of the
               Series D Shares  shall not be  entitled  to  participate  in such
               distribution.

     5. REACQUIRED SHARES. Any Series D Shares redeemed, purchased, converted or
otherwise  acquired by the  Corporation  in any manner  whatsoever  shall not be
reissued  as  part  of such  Series  D  shall  be  retired  promptly  after  the
acquisition  thereof. All such shares shall upon their retirement and the filing
of any  certificate  required in  connection  therewith  pursuant to the Florida
Business Corporation Act become authorized but unissued shares of Preferred
Stock.

     6.  COPIES  OF  AGREEMENT,  INSTRUMENTS,  DOCUMENTS.  Copies  of any of the
agreements,  instruments or other documents  referred to in this Amendment shall
be furnished to any  stockholder  upon written request to the Corporation at its
principal place of business.

     The  foregoing  was  authorized by the Board of Directors at a meeting duly
held on August 1, 1995. Shareholder action was not required for this Amendment.

     Executed on August 1, 1995
                                      LASERGATE SYSTEMS, INC.


                                      By: /s/ Jacqueline Soechtig
                                          ------------------------------------
                                          Jacqueline Soechtig,
                                          President and Director


                                      By: /s/ Vickie L. Guth
                                          ------------------------------------
                                          Vickie L. Guth,
                                          Vice President and Assistant Secretary



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STATE OF FLORIDA    )
                    :   SS.:
COUNTY OF PINELLAS  )


     On this 1st day of August,  1995, before me, a Notary Public in and for the
State  and  County  aforesaid,  personally  appeared  Jacqueline  Soechtig,  who
acknowledged  to the fact that she is the  President and a Director of Lasergate
Systems,  Inc., and that she executed as said officer and director the foregoing
Articles of Amendment of said corporation as her act and deed and as the act and
deed of said corporation.

     WITNESS my hand and seal of office on the date and year first aforesaid.



                                             -----------------------------
                                                 NOTARY PUBLIC

                        Notary Public Commission expires:

[notarial seal]

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