
                             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  E  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  Current Report on form
8-K dated  December 4, 1995; (v) the Company's  Quarterly  Report on Form 10-QSB
for the Quarters  ended March 31, 1995,  June 30, 1995 and  September  30, 1995;
(vi) the  Company's  Proxy  Statement  with  respect  to its  Annual  Meeting of
Shareholders  held on December 21, 1995;  and (vii) the Articles of Amendment of
Articles of  Incorporation of the Company with respect to its Series E 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
September 30, 1995, the Company had an accumulated  deficit of $10,122,638.  The
Company cannot predict with certainty when it might become profitable,  if ever.
At September 30, 1995, the Company had a $923,812 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 12 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

                                       -2-

<PAGE>



financing  will be available  and, if available,  that it will be on terms which
will be acceptable to the Company.

               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 John P. Warnick has been the
Company's Vice  President--Finance  and Chief  Financial  Officer since December
1995.  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.

               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.

                                       -3-

<PAGE>



     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.

               (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 E 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 in which case the  undersigned  will be  required to provide a written
opinion of its

                                       -4-

<PAGE>



experienced  securities  counsel  stating that the proposed  sale or transfer is
exempt from the  registration  provisions of all applicable  federal  securities
laws. 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
one half of the Shares and the Underlying  Shares related  thereto until 60 days
after the date hereof and with  respect to all of the Shares and the  Underlying
Shares  related  thereto  until 45 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  believes  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.

               (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

- ------------------------
     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>



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 on behalf of any U.S. Person, unless
          (A) the shareholder  wishing to transfer such  securities  provides an
          opinion of experienced  securities  counsel  stating that the proposed
          transfer 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 may 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.

               (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

                                       -6-

<PAGE>



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.

     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.

                                       -7-

<PAGE>



     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  UST 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 and warrants to purchase  100,000 shares of the
Company's  Common Stock at an exercise  price equal to 110% of the closing price
of the Company's Common Stock on the date of the Closing.

     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.  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  subject to the above.  This
Agreement  is a valid and binding  obligation  of the  Company,  enforceable  in
accordance with its terms.

               (b) CAPITALIZATION. The  authorized  capital stock of the Company
consists of 20,000,000 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.


                                       -8-

<PAGE>



               (c) USE OF PROCEEDS. The Company will use up to $2,000,000 of the
proceeds from the sale of the Shares for the repayment of  outstanding  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  Company  (the
"Company Payment") against delivery of the Shares.

     The Closing shall take place as soon as practicable  after due execution by
the undersigned and acceptance by the Company of this Subscription 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 __________________, 1996.

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:___________________________, 1996

     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 ________________________________, 1996.


                                      -13-

<PAGE>




SUBSCRIPTION ACCEPTED:

LASERGATE SYSTEMS, INC.

By:________________________________________
            Name:
            Title:

By:________________________________________
            Name:
            Title:

Date: ____________________________, 1996


                                      -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 ____________, 1996.
                  City           State


                                      -15-

<PAGE>




SUBSCRIPTION ACCEPTED:

LASERGATE SYSTEMS, INC.


By:________________________________________
            Name:
            Title:

By:________________________________________
            Name:
            Title:

Date: _________________________, 1996



                                      -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____________________, ________ 
                  City           State

This ______ day of ____________, 1996.
                                                                               
                                      -17-

<PAGE>


SUBSCRIPTION ACCEPTED:

LASERGATE SYSTEMS, INC.


By:___________________________________
            Name:
            Title:

By:___________________________________
            Name:
            Title:

Date:______________________, 1996

                                      -18-

