


                             LASERGATE SYSTEMS, INC.
                               28050 U.S. 19 North
                                    Suite 502
                            Clearwater, Florida 34621


                                                            March , 1996


GIS Systems Limited Partnership
5405 Cypress Center Drive
Tampa, Florida 33609

Gentlemen:

     Reference is made to that certain Asset  Purchase  Agreement (the "Purchase
Agreement")  between  Lasergate  Systems,  Inc.  ("Lasergate")  and GIS  Systems
Limited  Partnership  ("GIS") dated January 1, 1995 and the ancillary  documents
executed in  connection  with the closing  (the  "Closing")  of the  transaction
contemplated  thereby including (i) the Escrow Agreement,  (ii) the Common Stock
Pledge Agreement,  (iii) the Series B Preferred Stock Pledge and Call Agreement,
(iv) the  Promissory  Note of GIS in the principal  amount of $559,000,  (v) the
Series B Promissory Note in the principal amount of $591,000,  (vi) the Series B
Note  Purchase  Agreement,  (vii) the Series C Promissory  Note in the principal
amount of  $1,733,335,  (viii) the Series C Note  Purchase  Agreement,  (ix) the
Consulting  Agreement  with Fred  Maglione,  (x) the  Consulting  Agreement with
Nicholas  Flaskay,  and  (xi) the  Indemnification  Agreement  among  Lasergate,
Nicholas Flaskay and Fred Maglione  (collectively  with the Purchase  Agreement,
the "Closing Documents"). The following sets forth our agreement with respect to
(i) the payment and cancellation of the promissory notes referenced  above, (ii)
the repurchase of certain shares of Common Stock and Series B Preferred Stock of
Lasergate  issued at the Closing,  and (iii) the  settlement  of certain  claims
between us.

     On April 5, 1996 or such earlier date as Lasergate and GIS shall agree (the
"Settlement Closing Date"), Lasergate shall deliver to GIS the following:

          1. A certified or bank cashier's check in the amount of 1,550,000;

          2. The  Promissory  Note of GIS in the  principal  amount of  $559,000
     marked cancelled; and

          3. A general release, in form and substance reasonably satisfactory to
     GIS, of all claims and for all liabilities  including,  but not limited to,
     those  arising out of or in connection  with the Closing  Documents and any
     claims against GIS,  Nicholas  Flaskay and/or Fred Maglione with respect to
     their indemnification of Lasergate agreed to at the Closing.


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     On the  Settlement  Closing  Date,  GIS  shall  deliver  to  Lasergate  the
following:

          1. A stock certificate  representing 109,333 shares of Common Stock of
     Lasergate  for  cancellation  together  with a stock power duly executed in
     blank;

          2. A  stock  certificate  representing  111,800  shares  of  Series  B
     Preferred Stock of Lasergate for  cancellation  together with a stock power
     duly executed in blank;

          3. The Series B Promissory  Note in the  principal  amount of $591,000
     marked canceled;

          4. The Series C Promissory Note in the principal  amount of $1,733,335
     marked canceled; and

          5. A general release, in form and substance reasonably satisfactory to
     Lasergate, of all claims and for all liabilities including, but not limited
     to, those  arising out of or in connection  with the Closing  Documents and
     any  claims for  payments  with respect to contracts with former clients of
     GIS.

     On the  Settlement  Closing Date,  general  releases will also be exchanged
between Lasergate and Nicholas Flaskay, and between Lasergate and Fred Maglione.

     GIS represents  and warrants to Lasergate  that on the  Settlement  Closing
Date (i) GIS will be the  owner of the  foregoing  shares  of  Common  Stock and
Series B  Preferred  Stock,  the  Series  B  Promissory  Note  and the  Series C
Promissory  Note,  in each case free and clear of all  liens,  claims  and other
encumbrances  and  (ii)  the  execution  and  delivery  of the  documents  to be
delivered by GIS on the Settlement  Closing Date will have been duly  authorized
by its limited partners and no other or further partnership act or proceeding on
the part of GIS will be necessary to consummate  the  transactions  contemplated
hereby.  Lasergate represents and warrants to GIS that on the Settlement Closing
Date, (i) Lasergate will be the owner of the aforementioned  $559,000 Promissory
Note, free and clear of all liens,  claims and other  encumbrances  and (ii) the
execution  and  delivery of the  documents  to be  delivered by Lasergate on the
Settlement Closing Date will have been duly authorized by its Board of Directors
and no other or  further  act or  proceeding  on the part of  Lasergate  will be
necessary to consummate the transactions contemplated hereby.

     If the foregoing  correctly sets forth our  understanding,  please indicate
your agreement by signing below whereupon, this document will constitute a valid
and binding  agreement of GIS and Lasergate  enforceable in accordance  with its
terms. Notwithstanding the

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foregoing,  should either party default under the terms of this  Agreement,  the
other  party  shall not be deemed to have  waived  any claims or rights it would
otherwise have had under the Closing Documents.

                                          Very truly yours,

                                          LASERGATE SYSTEMS, INC.


                                          By:
                                             --------------------------------
                                             Jacqueline Soechtig, President

AGREED TO:

GIS SYSTEMS LIMITED PARTNERSHIP

By:
   ------------------------------------
            Nicholas Flaskay, President


    
   ------------------------------------
            Nicholas Flaskay


   
   ------------------------------------
            Fred Maglione

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