

                             SUBSCRIPTION AGREEMENT
                           --------------------------

                             LASERGATE SYSTEMS, INC.
                           --------------------------

Lasergate Systems, Inc.
28050 U.S. 19 North
Corporate Square
Suite 502
Clearwater, FL  34621

Dear Sir or Madam:

     1. SUBSCRIPTION.  The undersigned hereby applies to purchase _______ shares
of  Series  D  Convertible  Preferred  Stock,  $.03 par  value  per  share  (the
"Shares"),  at a price of $10.00 per Share or an aggregate  price of $_________.
Once this Agreement is executed by both the undersigned  and Lasergate  Systems,
Inc. (the "Company"),  it is intended to create a binding  agreement between the
undersigned  and the Company with respect to the terms and conditions  described
below.

     This  Subscription  Agreement  should  be  completed  and  executed  by the
purchaser or by an authorized corporate officer,  general partner or trustee, as
appropriate.

     2.  REPRESENTATIONS  AND  WARRANTIES  OF THE  SUBSCRIBER.  The  undersigned
acknowledges, represents, warrants and agrees as follows:

         (a) ORGANIZATION AND AUTHORIZATION. The undersigned,  if a corporation,
trust or partnership,  is duly  incorporated and validly existing in the country
of _______ and has all  requisite  power and  authority to purchase and hold the
Shares.  The decision to invest and the execution and delivery of this Agreement
by the  undersigned,  the  performance  by the  undersigned  of its  obligations
hereunder  and  the   consummation  by  the  undersigned  of  the   transactions
contemplated   hereby  requires  no  other   proceedings  on  the  part  of  the
undersigned.  The  undersigned  signatory has all right,  power and authority to
execute and deliver this Agreement on behalf of the undersigned.  This Agreement
has been duly  executed  and  delivered  by the  undersigned  and,  assuming the
execution and delivery  hereof and thereof by the Company,  will  constitute the
legal, valid and binding obligations of the undersigned, enforceable against the
undersigned in accordance  with its terms,  except as the same may be limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws  affecting  the  rights of  creditors  generally  and the  availability  of
equitable remedies.



<PAGE>



         (b) EVALUATION  OF  RISKS.  The  undersigned  has  such  knowledge  and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of, and bearing the economic  risks  entailed by, an investment
in the  Company  and  of  protecting  its  interests  in  connection  with  this
transaction.  It recognizes  that its investment in the Company  involves a high
degree of risk.

         (c) DUE  DILIGENCE.   The  undersigned  has  received  a  copy  of such
documents  as  requested  by  the  undersigned,   has  carefully  reviewed  such
documents,  has  had  the  opportunity  to  obtain  any  additional  information
necessary to verify the accuracy of the information  contained in such documents
and has been given the opportunity to meet with  representatives  of the Company
and to have them answer any  questions  and provide any  additional  information
regarding the terms and conditions of this particular investment deemed relevant
by the  undersigned,  and all such  questions  have been  answered and requested
information provided to the undersigned's full satisfaction. Among the documents
received and reviewed by the undersigned are: (i) the Company's Annual Report on
Form 10-KSB for the year ended  December 31, 1994;  (ii) the  Company's  Current
Report on Form 8-K dated December 22, 1994;  (iii) the Company's  Current Report
on Form 8-K dated February 15, 1995; (iv) the Company's Quarterly Report on Form
10-QSB for the Quarter ended March 31, 1995; (v) the Company's Preliminary Proxy
Statement as filed with the U.S.  Securities and Exchange Commission (the "SEC")
on May 11, 1995;  (vi) a comment  letter from the SEC relating to the  foregoing
filings;  (vii) the Company's  responses to the comment  letter from the SEC and
accompanying  amendments to the foregoing documents;  and (viii) the Articles of
Amendment of Articles of Incorporation of the Company with respect to its Series
D Preferred  Stock (the  "Designation").  In making its decision to purchase the
Shares,  the  undersigned  has relied  solely  upon its review of the  documents
referred to above and this Agreement and independent  investigations  made by it
or  its  representatives.   The  undersigned  is  aware  that  the  Division  of
Enforcement  of the SEC has  informed  the  Company  that  it has  commenced  an
investigation regarding certain matters which may be related to the Company. The
undersigned is also aware of the following:

               A. FINANCIAL CONDITION;  HISTORICAL LOSSES.  Although the Company
has been in  existence  since 1985,  its first year with  significant  sales was
1989. The Company's cash  requirements  during 1993  significantly  exceeded its
resources and there was a resulting significant loss from operations. During the
first  quarter of 1994,  the Company did not generate any revenues from sales of
its Admission Control Systems. Sales were lacking during such quarter due to the
Company's  inability to raise  sufficient  capital.  The resulting cash shortage
caused the Company to  temporarily  curtail its marketing  efforts.  Revenue for
1994 was limited to one major  contract of $500,000,  with a few smaller  system
sales and maintenance and support contracts from existing customers. As of March
31, 1995,  the Company had an  accumulated  deficit of  $8,646,388.  The Company
cannot predict with certainty when it might become profitable, if ever. At March
31, 1995, the Company had a $816,154 working capital deficit.

               B. NEED FOR ADDITIONAL FINANCING. The Company is dependent on the
proceeds of the sale of the Shares to finance its  business  and planned  growth
for approximately 24

                                       -2-

<PAGE>



months. Thereafter, the proceeds of the sale of the Shares may not be sufficient
to meet the Company's needs for capital to expand its business.  There can be no
assurance that, if needed,  other financing will be available and, if available,
that it will be on terms which will be acceptable to the Company.  Further,  the
Company  has  agreed  that it will not  issue  any  shares  of  Common  Stock or
Preferred Stock prior to October 18, 1996 without the consent of the Underwriter
of its  October  1994  public  offering,  such  consent  not to be  unreasonably
withheld.  Although the Company has not obtained the consent of the  Underwriter
to the issuance of the Shares, the Company believes that the withholding of such
consent is unreasonable.

               C.  RELIANCE ON TECHNICAL PERSONNEL.  The Company relies  on  its
technical   personnel  to  provide  the  skill   necessary   for  the  Company's
programming,  product development,  assembly, repair and other capabilities. The
Company does not have long term contracts with any of such personnel.  There can
be no assurance that such personnel will remain employees of the Company.

     The  Company  requires  a wide range of skilled  personnel  to conduct  its
proposed operations and will be dependent upon its ability to attract and retain
qualified management, scientific and marketing personnel. Although management of
the Company believes that such personnel will be available to the Company, there
can be no  assurance  that the  Company  will be  successful  in  recruiting  or
retaining them or that the Company will have sufficient  funding for appropriate
levels of compensation for such individuals.

               D. COMPANY'S  NEW  MANAGEMENT.   The  two  executive officers and
three  directors  of the  Company  have been  involved  with the  Company  for a
relatively  short period of time.  Jacqueline E. Soechtig has been the Company's
Chief  Executive  Officer  since  October  1994 and  Vickie L. Guth has been the
Company's Vice  President--Finance  and Chief  Financial  Officer since November
1993.  Stewart L. Krug,  Timothy  Mahoney,  Ms.  Soechtig,  Frank W. Swacker and
Lawrence W. Umstadter,  the Company's directors,  have served as directors since
May 1994, May 1994, October 1994, May 1995 and May 1995 respectively.  There can
be no  assurance  that  management's  lack of history  with the Company will not
adversely affect the Company's performance over the short term.

               E. LACK OF SIGNIFICANT PATENT  PROTECTION.  The Company currently
does not hold any  significant  patents  related to the creation or operation of
its products. The Company,  however, intends to apply for patents to protect its
new products and enhancements once they are developed.  In addition, the Company
generally requires each of its consultants, customers and major vendors to enter
into non-disclosure agreements to protect the Company's proprietary information.
There  can be no  assurance  that  these  patents  (if  and  when  granted)  and
agreements will afford the necessary  protection  from material  infringement or
that the Company  will have the  financial  resources  necessary  to enforce its
agreements or patents,  if and when issued.  There can also be no assurance that
the  Company's  technologies  and  prospective  patents will not  infringe  upon
patents of others.


                                       -3-

<PAGE>



               F. DEPENDENCE ON EXISTING PRODUCTS; CONTINUED NEED TO DEVELOP AND
ENHANCE  PRODUCTS.  The  Company's  products  are  based on bar  code and  other
computer software technology.  This technology has been available for many years
and may be surpassed or rendered obsolete by other  computer-based  technologies
or more advanced  software.  The Company  continuously seeks ways to improve its
products  through  the  introduction  of  enhancements  and  various  additional
applications,  which, by its nature is uncertain.  Accordingly,  there can be no
assurance  that  the  Company  will be able to  develop  such  new  products  or
improvements.

     The Company has recently recognized the need to upgrade certain portions of
the software  included in its existing  Admission  Control  Systems.  In lieu of
utilizing the time and personnel necessary to develop this software, the Company
acquired Delta Information Services, Inc. ("Delta"),  which provided the Company
with the enhanced  software  necessary to implement the upgrade.  The Company is
currently in the process of offering to its existing  customers the enhancements
afforded by the  software  acquired  in the Delta  acquisition  without  charge.
Although the Company believes that these  enhancements  will remedy any existing
deficiencies  with its  installed  Admission  Control  Systems,  there can be no
assurance   that  all  of  its  existing   customers  will  accept  the  product
enhancements. Moreover, customer acceptance of the product enhancements will not
necessarily  ensure  that these  customers  will look to the  Company  for their
future admission and access control system needs.

               G.  COMPETITION.  Certain competitors provide similar services as
the  Company,  including  the  use of  bar  codes,  magnetic  strips  and  other
technology and software which provide certain aspects of the Company's products.
Such products are produced by numerous  companies,  many of which have resources
substantially greater than those of the Company.

               H.  LITIGATION.  The  Company's founder and former  President and
Chief  Executive  Officer,  Donald  Turner,  has commenced an action against the
Company in Florida state court. Mr. Turner alleges,  among other things, that he
was  wrongfully  terminated  from his  employment and seeks damages which in the
aggregate could exceed  $1,000,000.  The Company believes that Mr. Turner's suit
is without merit and intends to vigorously defend the action.

               I. DEPENDENCE UPON AMUSEMENT PARK, ENTERTAINMENT AND STATE COUNTY
AND LOCAL FAIR INDUSTRIES. The Company's business has historically in large part
been  dependent  upon sales of its  Admission  Control  Systems to amusement and
theme parks and to state and county fairs. During recessionary times, attendance
at such facilities may decrease and,  accordingly,  during any such recessionary
times, the Company's operating results may be adversely  affected,  particularly
as to  Admission  Control  Systems  which may in the future be marketed on a per
ticket charge basis.

         (d)  INDEPENDENT COUNSEL. The undersigned acknowledges that it has been
advised to consult with its own attorney  regarding legal matters concerning the
Company.


                                       -4-

<PAGE>



         (e) NO REGISTRATION. The undersigned understands  that  the sale of the
Shares has not been registered under the Securities Act of 1933, as amended (the
"Act"), in reliance upon an exemption therefrom for offerings outside the United
States.  The  undersigned  understands  that the  Shares  and/or  the  shares of
Company's  Common  Stock,  $.03 par value (the "Common  Stock"),  into which the
Shares are  convertible  pursuant to the Company's  Articles of Amendment to the
Articles   of   Incorporation   creating   and  fixing  the   designation   (the
"Designation") of the Series D Preferred Stock (the "Underlying Shares") must be
held  indefinitely  unless the sale or other  transfer  thereof is  subsequently
registered under the Act or an exemption from such  registration is available at
that  time.  The  undersigned  further  understands  that  the  Company  has  no
obligations  with respect to registering the Shares or the Underlying  Shares on
its behalf.

         (f) OFFERING OUTSIDE THE UNITED STATES.  The undersigned is not a "U.S.
Person"  as defined  in  Regulation  S  promulgated  under the Act  ("Regulation
S")(1).  The  undersigned  agrees  not to  reoffer  or sell  the  Shares  or the
Underlying  Shares,  and to cause  any  transferee  permitted  hereunder  not to
reoffer or sell the Shares or the Underlying  Shares,  within the United States,
or for the account or benefit of, a U. S. Person (i) as part of the distribution
of the  Shares  or the  Underlying  Shares at any time or (ii)  otherwise,  with
respect to any of the Shares and the Underlying  Shares related thereto until 60
days after the date hereof,  except in either case in a transaction  meeting the
requirements of Regulation S under the Act,  including without  limitation:  the
offer (i) is not made to a person in the  United  States  and  either (A) at the
time the buy order is originated,  the buyer is outside the United States or the
seller and any person acting on its behalf reasonably  believe that the buyer is
outside the United States,  or (B) the transaction is executed in, on or through
the facilities of a designated offshore securities market and neither the seller
nor any  person  acting  on its  behalf  knows  that  the  transaction  has been
pre-arranged  with a buyer in the United  States;  and (ii) no directed  selling
efforts  shall be made in the United  States by the seller,  an affiliate or any
person acting on their behalf.

- --------------------------
     1      Pursuant to Regulation  S, a "U.S.  Person"  means:  (i) any natural
            person  resident  in the  United  States,  (ii) any  partnership  or
            corporation  organized or incorporated  under the laws of the United
            States, (iii) any estate of which any executor or administrator is a
            U.S.  Person,  (iv) any trust of which any trustee is a U.S. Person,
            (v) any agency or branch of a foreign  entity  located in the United
            States, (vi) any non-discretionary account or similar account (other
            than an estate or trust) held by a dealer or other fiduciary for the
            benefit or account of a U.S. Person, (vii) any discretionary account
            or similar  account  (other than a estate or trust) held by a dealer
            or other  fiduciary  organized,  incorporated  or (if an  individual
            resident  in  the  United  States,  or  (viii)  any  partnership  or
            corporation if organized under the laws of any foreign  jurisdiction
            and  formed  by any  U.S.  Person  principally  for the  purpose  of
            investing in securities not registered  under the Act,  unless it is
            organized or  incorporated  and owned by  accredited  investors  (as
            defined in Rule 501(a)  under the Act) who are not natural  persons,
            estates or trusts.


                                       -5-

<PAGE>



         (g) INVESTMENT  INTENT.  The undersigned is acquiring the Shares solely
for its own account as principal and not with a view to the distribution thereof
to or for the benefit or account of any U.S. Person, in whole or in part, and no
other person has a direct or indirect  beneficial  interest in such Shares.  The
undersigned  understands  and agrees that it must bear the economic  risk of its
investment in the Shares for an indefinite  period of time. The undersigned will
not take any short  position in the Company's  Common Stock to be covered by any
of the  Shares or the  Underlying  Shares and will not  otherwise  engage in any
hedging  transactions  such as option  writing,  equity  swaps or other types of
derivative transactions with respect to the Company's Common Stock.

         (h) ADDITIONAL TRANSFER RESTRICTIONS.   The undersigned understands and
agrees that, in addition to the  restrictions  set forth in this Agreement,  the
following  restrictions  and  limitations are applicable to its purchase and any
resales,  pledges,  hypothecations  or  other  transfers  of the  Shares  or the
Underlying Shares:

          A.   The following legend reflecting all applicable  restrictions will
               be placed on any  certificate(s) or other document(s)  evidencing
               the  Shares or the  Underlying  Shares and the  undersigned  must
               comply with the terms and  conditions  set forth in such  legends
               prior to any resales, pledges,  hypothecations or other transfers
               of the Shares or the Underlying Shares:

     "The securities  represented by this  certificate  have not been registered
     under the Securities Act of 1933, as amended, and the securities may not be
     transferred (and if Preferred Stock, may not be converted) on behalf of any
     U.S.  Person,  unless (A) the shareholder  wishing to transfer (or convert)
     such  securities  provides  an opinion of  experienced  securities  counsel
     stating that the proposed  transfer (or  conversion) of Lasergate  Systems,
     Inc.'s  securities  is  exempt  from  the  registration  provisions  of all
     applicable  federal  securities  laws;  or (B) said  securities  have  been
     registered pursuant to the Securities Act of 1933, as amended."

          B.   Stop  transfer  instructions  have  been or will be placed on any
               certificates  or other  documents  evidencing  the Shares and the
               Underlying   Shares  so  as  to  restrict  the  resale,   pledge,
               hypothecation  or other transfer  thereof in accordance  with the
               provisions  hereof and the provisions of Regulation S promulgated
               under the Act.

         (i)  REPRESENTATIONS UPON CONVERSION.  Upon electing to convert any of
the Shares into the Underlying  Shares, the holder of the Shares being converted
will be required to certify that such holder is not a U.S. person, or to deliver
an opinion of counsel to the effect  that the Shares and the  Underlying  Shares
delivered  upon  conversion  thereof have been  registered  under the Act or are
exempt from registration thereunder.

                                       -6-

<PAGE>



         (j) NO  ADVERTISEMENTS.   The undersigned is not subscribing for Shares
as a result of or  subsequent  to any  advertisement,  article,  notice or other
communication  published  in  any  newspaper,  magazine,  or  similar  media  or
broadcast  over  television  or radio,  or  presented at any seminar or meeting.
Neither the  undersigned  nor any affiliate nor any person acting on its behalf,
has made any  "directed  selling  efforts" (as defined in  Regulation  S) in the
United States.

         (k)  INDEMNITY. The undersigned shall indemnify  and hold  harmless the
Company and each officer,  director or control person of any such entity, who is
or may  be a  party  or is or  may be  threatened  to be  made  a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative, by reason of or arising from (i) any
actual or alleged  misrepresentation  or  misstatement  of facts or  omission to
represent or state facts made or alleged to have been made by the undersigned to
the Company, (or its agents or  representatives),  or omitted or alleged to have
been  omitted  by  the   undersigned,   concerning  the   undersigned,   or  the
undersigned's  authority to invest or financial  position in connection with the
offering  or sale of the  Shares,  or (ii) any breach of  warranty or failure to
comply  with  any  covenant  contained  in this  Agreement,  including,  without
limitation,  any such misrepresentation,  misstatement or omission, or breach of
any warranty or covenant,  contained  herein or any other document  submitted by
the undersigned, against losses, liabilities and expenses for which the Company,
or its officers,  directors or control persons has not otherwise been reimbursed
(including attorneys' fees,  judgments,  fines and amounts paid in settlement in
matters  settled in accordance  with the  provision of the following  paragraph)
incurred  by the  Company,  or such  officer,  director  or  control  person  in
connection with such action,  suit or proceeding;  provided,  however,  that the
undersigned  will not be liable in any such case for  losses,  claims,  damages,
liabilities or expenses that a court of competent  jurisdiction shall have found
in a final  judgment  to have  arisen  primarily  from the gross  negligence  or
willful   misconduct   of  the  Company  or  the  party   claiming  a  right  to
indemnification.

     In case any proceeding shall be instituted  involving any person in respect
to whom  indemnity  may be sought,  such  person (the  "Undersigned  Indemnified
Party") shall promptly notify the  undersigned,  and the  undersigned,  upon the
request of the Undersigned  Indemnified  Party,  shall retain counsel reasonably
satisfactory to the Undersigned  Indemnified  Party to represent the Undersigned
Indemnified  Party  and  any  others  the  undersigned  may  designate  in  such
proceedings  and shall pay as incurred  the fees and  expenses  of such  counsel
related to such proceeding. In any such proceeding,  any Undersigned Indemnified
Party shall have the right to retain its own counsel at its own expense,  except
that the  undersigned  shall pay as  incurred  the fees and  expenses of counsel
retained  by the  Undersigned  Indemnified  Party  in the  event  that  (i)  the
undersigned and the Undersigned  Indemnified Party shall have mutually agreed to
the retention of such counsel or, (ii) the named parties to any such  proceeding
(including  any  impleaded   parties)  include  both  the  undersigned  and  the
Undersigned  Indemnified  Party and  representation  of both parties by the same
counsel would be  inappropriate,  in the reasonable  opinion of the  Undersigned
Indemnified Party, due to actual or potential  differing interests between them.
The  undersigned  shall  not be  liable  for any  settlement  of any  proceeding
effected  without its written  consent,  but if settled  with such consent or if
there be a final judgment for the plaintiff, the undersigned agrees to indemnify
the Undersigned Indemnified Party to the extent set forth in this Agreement.

                                       -7-

<PAGE>



     In the event a claim for  indemnification as described herein is determined
to be  unenforceable  by a final judgment of a court of competent  jurisdiction,
then the undersigned shall contribute to the aggregate losses,  claims,  damages
or  liabilities  to  which  the  Company  or its  officers,  directors,  agents,
employees or controlling persons may be subject in such amount as is appropriate
to reflect the relative  benefits  received by each of the  undersigned  and the
party  seeking  contribution  on the one hand  and the  relative  faults  of the
undersigned  and the party  seeking  contribution  on the other,  as well as any
relevant equitable considerations.

     The  provisions  of  this  Agreement   relating  to   indemnification   and
contribution  shall survive  termination  of this Agreement and shall be binding
upon any successors or assigns of the undersigned.

         (l) IN MAKING AN INVESTMENT DECISION THE PURCHASER MUST RELY ON HIS OWN
EXAMINATION  OF THE COMPANY AND THE TERMS OF THE OFFERING,  INCLUDING THE MERITS
AND RISKS INVOLVED.

         (m) THE   SHARES   AND  THE  UNDERLYING  SHARES  MAY  NOT  BE  OFFERED,
TRANSFERRED,  RESOLD,  PLEDGED,  HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS
PERMITTED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE
SECURITIES  LAWS,  PURSUANT TO REGISTRATION OR REGULATION S UNDER THE SECURITIES
ACT, IF APPLICABLE,  OR ANY OTHER APPLICABLE EXEMPTION THEREFROM.  THE PURCHASER
IS AWARE THAT IT WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN  INDEFINITE  PERIOD OF TIME UNLESS  TRANSFERRED  IN  ACCORDANCE  WITH THE
ABOVE.

         (n) The  undersigned  understands that  Baytree Associates, Inc.  is to
receive a placement fee equal to 10% of the gross  proceeds from the sale of the
Shares contemplated hereby.

     3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company acknowledges,
represents, warrants and agrees as follows:

         (a) ORGANIZATION AND AUTHORIZATION.  The Company is a  corporation duly
organized,  validly existing and in good standing under the laws of the state of
Florida and has all req uisite  corporate power and authority to own and operate
its properties  and assets and to carry on its business as currently  conducted.
The Company is not in default or violation of any material  term or provision of
its  Articles  of  Incorporation  or  Bylaws  nor will the  consummation  of the
transactions contemplated by this Agreement cause any such default or violation,
subject,  however, to obtaining shareholder approval to amend its Certificate of
Incorporation  to increase  the number of  authorized  shares of Common Stock as
described below. The Company has all requisite  corporate power and authority to
enter into this  Agreement,  to sell the Shares  hereunder  and to carry out and
perform its obligations  under the terms of this Agreement.  This Agreement is a
valid and binding obligation of the Company,  enforceable in accordance with its
terms.


                                       -8-

<PAGE>



         (b)  CAPITALIZATION.  The  authorized  capital  stock  of  the  Company
consists of 5,000,000  shares of Common Stock, and 2,000,000 shares of Preferred
Stock,  par value $.03 per share.  Upon  issuance of the Shares  pursuant to the
terms  of  this  Agreement  and  payment  therefor,  the  Shares  will  be  duly
authorized,  validly issued,  fully paid and nonassessable.  Upon issuance,  the
Shares will not be subject to any  preemptive  or other  preferential  rights or
similar statutory or contractual  rights.  The undersigned  understands that the
Company  does not  currently  have  sufficient  authorized  Common Stock for the
issuance of the Underlying Shares. The undersigned agrees that,  notwithstanding
the terms of the  Designation,  conversion  of the  Shares  will be  subject  to
shareholder  approval of the  increase  in the  Company's  authorized  shares of
Common Stock  contemplated  by the  Preliminary  Proxy  Statement filed with the
Securities  and Exchange  Commission  on May 11, 1995.  The  undersigned  hereby
agrees that,  notwithstanding  any  provisions of the  Designation  or any other
document,  it shall  have no right to convert  the  Shares  until and unless the
shareholders  shall have approved  such increase in authorized  shares of Common
Stock and the Company shall have implemented such increase.

         (c)  USE  OF  PROCEEDS.   The  Company  will  use up to $300,000 of the
proceeds  from  the  sale  of  the  Shares  for  the  repayment  of  outstanding
convertible  debt and the remainder for working capital purposes and the payment
of expenses related to the offering and sale of the Shares.

     4.  SUBSCRIPTION AND METHOD OF PAYMENT.  The undersigned  hereby subscribes
for the  number of Shares  set forth in  Paragraph  1 and agrees to pay for such
Shares in cash or by certified  check or wire transfer to the escrow agent named
the  Escrow  Agreement  of even  date  herewith  entered  into by and  among the
Company,  Baytree  Associates  and the escrow agent named  therein (the "Company
Payment") against delivery of the Shares at the Closing by such escrow agent.

     The Closing shall take place as soon as practicable  after due execution by
the undersigned and acceptance by the Company of this Subscription Agreement and
the Escrow Agreement.

     5. MISCELLANEOUS.

         (a) The undersigned agrees not to transfer or assign this Agreement, or
any of the undersigned's  interest herein,  and further agrees that the transfer
or  assignment  of  Shares  or the  Underlying  Shares  shall  be  made  only in
accordance with all applicable laws.

         (b)  This  Agreement  constitutes  the  entire  agreement  between  the
undersigned  and the Company with  respect to the subject  matter  hereof.  This
Agreement may be amended only by a writing executed by both of them.

         (c) This Agreement shall be enforced,  and construed in accordance with
the laws of the State of Florida.


                                       -9-

<PAGE>





                                TYPE OF OWNERSHIP

___________________________        (Check One)

___________________________        Individual

___________________________           Trust

___________________________        Corporation

___________________________        Partnership



     Please print here the exact name in which the investor  desires to have the
Shares registered (must be beneficial owner).

                     _____________________________________

     All correspondence relating to the undersigned's  investment should be sent
(check one):

[ ]    (i) to the address of the  undersigned  set forth on the  signature  page
           hereof
[ ]    (ii)  to the following address:

                          ___________________________

                          ___________________________

                          ___________________________


     The  undersigned  may be contacted by telephone at the following  telephone
number(s):

     (i)  Home Telephone: (   )
                          ------------------------

     (ii) Business Telephone: (   )
                              ------------------------



                                      -10-

<PAGE>



                                 SIGNATURE PAGE

                                 FOR INDIVIDUALS


     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this  Agreement  at
______________________,    _________________________    This    ____    day   of
_____________________ , 1995. 

Number of Shares being subscribed for : ________________________



                                             ___________________________________
                                             Print Name


                                             ___________________________________
                                             Signature of Investor


                                             ___________________________________
                                             Social Security Number


                                             ___________________________________
                                             Residence Address

                                             ___________________________________

                                             ___________________________________
 


     If the  purchaser  has  indicated  that  the  Shares  will be held as JOINT
TENANT,  TENANTS  IN COMMON,  or as  COMMUNITY  PROPERTY,  please  complete  the
following:



                                         ___________________________________
                                         Print Name of Spouse or Other Purchaser


                                         ___________________________________
                                         Signature of Spouse or Other Purchaser


                                         ___________________________________
                                         Social Security Number


                                         ___________________________________
                                         Signature of Spouse or Other Purchaser




                                      -11-

<PAGE>




SUBSCRIPTION ACCEPTED:

LASERGATE SYSTEMS, INC.


By:______________________________
      Name:
      Title:


By:______________________________
      Name:
      Title:

Date:_________________________, 1995

     IF YOU ARE  PURCHASING  SHARES  WITH  YOUR  SPOUSE,  YOU MUST BOTH SIGN THE
SIGNATURE  PAGE.  IF YOU ARE  PURCHASING  SHARES  WITH  ANOTHER  PERSON NOT YOUR
SPOUSE,  YOU MUST  EACH FILL OUT ALL AREAS OF THIS  AGREEMENT  APPLICABLE  TO AN
INDIVIDUAL PURCHASER.



                                      -12-
<PAGE>

                                 SIGNATURE PAGE

                               FOR TRUST INVESTORS


Note: Trustee empowered to bind the trust must sign.

Number of Shares 
being subscribed for:

_____________________


________________________________________________________________________________
Name of Trust (please print or type)


________________________________________________________________________________
Name of trustee (please print or type)


________________________________________________________________________________



Date Trust was formed

By:______________________________
      Trustee's Signature

Trustee's Address:

                              _________________________________________________

                              _________________________________________________

                              _________________________________________________


State of Organization: ________________________________________________________

Executed at _____________________________, _______________________This
                        City                         State

____________ day of _____________________, 1995.


                                      -13-

<PAGE>




SUBSCRIPTION ACCEPTED:

LASERGATE SYSTEMS, INC.

By:______________________________
      Name:
      Title:


By:______________________________
      Name:
      Title:

Date:_________________________


                                      -14-

<PAGE>



                                 SIGNATURE PAGE

                             FOR CORPORATE INVESTORS

Note: The officer authorized to bind the Corp. must sign.

Number of Shares 
being subscribed for:


_____________________


________________________________________________________________________________
Name of Corp. (Please print or type)


By:_____________________________________________________________________________
                        (Signature of authorized agent)

Title:__________________________________________________________________________

Address of Principal
     Corporate Offices:

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________


Mailing Address,
     If different:

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________


State of Incorporation: ________________________________________________________

Executed at ______________, ____________  this ____  day of _____________, 1995.
                City            State



                                      -15-

<PAGE>




SUBSCRIPTION ACCEPTED:

LASERGATE SYSTEMS, INC.


By:______________________________
      Name:
      Title:


By:______________________________
      Name:
      Title:

Date:_________________________


                                      -16-

<PAGE>



                                 SIGNATURE PAGE

                            FOR PARTNERSHIP INVESTORS

Note: Partner(s) authorized to bind the partnership must sign.

Number of Shares 
being subscribed for:


_____________________


________________________________________________________________________________
Name of Partnership (please print or type)


By:_____________________________________________________________________________
                        Signature of a general partner


By:_____________________________________________________________________________
                        Signature of additional general partner
                        (if required by partnership agreement)


Principal Business Address:

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________


Mailing Address, if different:

                                             ___________________________________

                                             ___________________________________




State of Organization: _________________________________________________________

Executed at _____________________________, ______________________ This
                           City                      State

_______ day of ____________________ , 1995.




                                      -17-

<PAGE>


SUBSCRIPTION ACCEPTED:

LASERGATE SYSTEMS, INC.



By:______________________________
      Name:
      Title:


By:______________________________
      Name:
      Title:

Date:_________________________



                                      -18-
