
                              ARTICLES OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                             LASERGATE SYSTEMS, INC.

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

                   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 March 28, 1996,  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 E Preferred  Stock." Each share of such
series shall be referred to herein as a "Series E Share." The authorized  number
of such Series E Shares is 350,000.


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                  1.     VOTING RIGHTS. Except as otherwise required by law, the
holders of Series E 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 E 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 E 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 E Shares, provided, however,
that the  Corporation  shall not be prevented from  redeeming the  Corporation's
Series A, B, C and D Preferred Stock,  $.03 par value (the "Series A, B, C and D
Shares") or  converting  any or all such Series A, B, C and D Shares into shares
of Common Stock  without the prior consent of the holders of the Series E Shares
and without effecting the same changes with respect to the Series E 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 E 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 E Shares.

                  2.     DIVIDENDS.  The  holders of  record of  Series E 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 E Shares in an
amount  per share  which is equal to that  which  holders of the Series E 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 E
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 E Shares shall
have  the  right at such  holders'  option,  at any  time or from  time to time,
commencing  with May 13,  1996 with  respect to up to  one-half  of the Series E
Shares owned by such holders and May 28, 1995 with respect to all of the

                                                                  
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Series E Shares owned by such holders and without the payment of any  additional
consideration  therefor,  to convert  such  Series E 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 E Preferred Stock being converted. The
Conversion  Factor  Dollar Amount shall be 70% of the average of the closing bid
prices of the  Corporation's  Common  Stock as  quoted  on  NASDAQ  for the five
trading days immediately  preceding  conversion or, if not quoted on NASDAQ, 70%
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 $.40.

                            (b)      MECHANICS OF CONVERSION.  The holder of the
Series E 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 E 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 E 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 E 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 E Shares.  If
more than one Series E 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 E 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 E 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 E 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 E
                  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 E 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
Conversion Rate for the Series E 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 E 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 E 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 E 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 E 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 E 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 E Shares in  respect of which such  shares are
being issued.

                  4.       LIQUIDATION.

                           (a)      SERIES E PREFERENCE.  Upon  any liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
the holders of Series E 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 E 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 E
Shares,  the shares of the  Corporation's  Series A Preferred  Shares,  $.03 par
value  (the  "Series  A  Shares"),  the  shares  of the  Corporation's  Series B
Preferred  Stock,  $.03 par value  (the  "Series B  Shares"),  the shares of the
Corporation's  Series C Preferred Stock, $.03 par value (the "Series C Shares"),
and the shares of the  Corporation's  Series D Preferred  Stock,  $.03 par value
(the "Series D 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 E Shares, the Series A Shares, the Series B Shares, the Series
C Shares and the Series D 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 E 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.


                                                                
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                           (b)      GENERAL.

                                    (i) All of the  preferential  amounts  to be
                  paid to the holders of the Series E 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
                  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 preferential amounts aforesaid to the holders of record of
                  the issued and  outstanding  Series A, B, C, D and E 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 E Shares  shall not be
                  entitled to participate in such distribution.

                  5. REACQUIRED SHARES. Any Series E Shares redeemed, purchased,
converted  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall not be reissued as part of such Series E 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 March 28,  1996.  Shareholder  action was not required for
this Amendment.

                  Executed on March 28, 1996
                                        
                                                 LASERGATE SYSTEMS, INC.


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


                                                 By:/s/ John P. Warnick
                                                    ----------------------------
                                                    John P. Warnick,
                                                    Vice President and Assistant
                                                    Secretary




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


                  On this 28th day of March, 1996, 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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