
                 REGULATION S SECURITIES SUBSCRIPTION AGREEMENT


           THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE UNITED  STATES
SECURITIES  AND EXCHANGE  COMMISSION  UNDER THE U.S.  SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES  COMMISSION OF ANY STATE UNDER ANY STATE  SECURITIES
LAW. THEY ARE BEING OFFERED  PURSUANT TO AN EXEMPTION  FROM  REGISTRATION  UNDER
REGULATION S ("REGULATION  S") PROMULGATED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT").  THE  SECURITIES  MAY NOT BE OFFERED,  SOLD OR  OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO U.S.  PERSONS (AS SUCH TERM IS DEFINED IN
REGULATION S) UNLESS THE SECURITIES ARE REGISTERED  UNDER THE ACT AND APPLICABLE
STATE SECURITIES LAWS, OR SUCH OFFERS,  SALES AND TRANSFERS ARE MADE PURSUANT TO
AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

           THIS SUBSCRIPTION  AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR
A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY BY OR TO
ANY PERSON IN ANY  JURISDICTION  IN WHICH SUCH  OFFER OF  SOLICITATION  WOULD BE
UNLAWFUL.  INVESTMENT  IN THESE  SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  IN
MAKING AN INVESTMENT  DECISION,  INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE COMPANY AND THE TERMS OF THE  OFFERING,  INCLUDING  THE MERITS AND THE RISKS
INVOLVED.  THESE  SECURITIES  HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.  FURTHERMORE,  THE  FOREGOING
AUTHORITIES  HAVE NOT CONFIRMED OR  DETERMINED  THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

           This Regulation S Securities  Subscription Agreement (the "Agreement"
or  the   "Subscription   Agreement")  is  executed  by  the  undersigned   (the
"Subscriber")  in connection  with the offer and  subscription by the Subscriber
for shares of Series F  Preferred  Stock (the  "Preferred  Stock") of  Lasergate
Systems,  Inc., a Florida  corporation (the "Company"),  and offered in units of
not less than 100 shares.  The Company is offering an  aggregate  face amount of
$4,000,000.00  (U.S.)  (4,000  shares  with a face  amount of $1,000  (U.S.) per
share) at an aggregate  purchase  price of  $3,000,000.00  (U.S.),  the purchase
price  representing  a 25%  discount to (or 75% of) the total face amount of the
shares purchased.  The rights and preferences of the Preferred Stock,  including
the terms on which the Preferred Stock may be converted into Common Stock of the
Company ("Shares"),  are set forth in the Certificate of Designation of Series F
Preferred Stock attached hereto as Exhibit A (the "Certificate of Designation").
The solicitation of this Subscription and, if accepted by the Company, the offer
and sale of Preferred  Stock,  are being made in reliance upon the provisions of
Regulation S ("Regulation S") promulgated under the United States Securities Act
of 1933,  as amended (the "Act").  The Preferred  Stock and the Shares  issuable
upon conversion  thereof are sometimes  referred to herein as the  "Securities."
The Subscriber wishes to subscribe for the number of



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shares of Preferred  Stock set forth in Section 15 in accordance  with the terms
and  conditions of the  Certificate  of Designation  and this  Agreement.  It is
agreed as follows:

1.         Offer to Subscribe; Purchase Price

           The Subscriber hereby offers to purchase and subscribe for the number
of shares of Preferred  Stock,  and at the price,  set out in Section 15 of this
Agreement.  The Closing  shall be deemed to occur when this  Agreement  has been
executed by both the  Subscriber  and the Company  (the  "Closing")  and payment
shall have been made by the Subscriber, by wire transfer, as directed in writing
by the Company on the day so directed, to an escrow agent, against the Company's
delivery of certificates representing the Preferred Stock subscribed for. If the
Closing  does not occur,  the funds of the  Subscriber  shall be  returned  from
escrow.  The payment shall be made by delivering same day funds in United States
Dollars as designated above.

2.         Representations;  Access  to  Information;  Independent  Information;
           Independent Investigation

           The  Subscriber  represents  and warrants to and  covenants  with the
Company,  on its own behalf and on behalf of each person or entity for which the
Subscriber is acting as a fiduciary, as follows:

           2.1        Offshore   Transaction.   The  Subscriber  represents  and
                      warrants  to the Company  that (i) neither the  Subscriber
                      nor any of the  investors on whose  behalf the  Subscriber
                      may  purchase  and hold  Preferred  Stock or  Shares  (the
                      "Investors") is a "U.S. person" as that term is defined in
                      Rule 902(o) of Regulation S (a copy of which definition is
                      attached as Exhibit B), and neither the Subscriber nor any
                      Investor is an entity organized or incorporated  under the
                      laws  of any  foreign  jurisdiction  by any  "U.S  person"
                      principally for the purpose of investing in securities not
                      registered  under the Act, unless the Subscriber is or was
                      organized  or  incorporated  by  "U.S.  persons"  who  are
                      accredited  investors (as defined in Rule 501(a) under the
                      Act) and who are not  natural  persons,  estates or trusts
                      ("Institutional  Investors"),  and all owners of interests
                      in such entity who are "U.S.  persons"  are  Institutional
                      Investors,  and not  natural  persons,  estates or trusts;
                      (ii) the Preferred Stock was not offered to the Subscriber
                      or to any Investor in the United States and at the time of
                      execution of this Subscription  Agreement and of any offer
                      to the  Subscriber  or to the  Investors  to purchase  the
                      Preferred  Stock  hereunder,  the Subscriber and each such
                      Investor was physically  outside the United States;  (iii)
                      the  Subscriber is purchasing  the  Securities for its own
                      account  and not on  behalf of or for the  benefit  of any
                      U.S. person and the sale and resale of the Securities have
                      not been  prearranged with any buyer in the United States;
                      (iv)  the  Subscriber  and to the  best  knowledge  of the
                      Subscriber each distributor,  if any, participating in the
                      offering of the Securities,  has agreed and the Subscriber
                      hereby agrees that all offers and sales of the  Securities
                      prior  to the  expiration  of a period  commencing  on the
                      Closing  of  all   Preferred   Stock  offered  and  ending
                      forty-five (45) days thereafter (the "Restricted  Period")
                      shall not be made to U.S.  persons  or for the  account or
                      benefit of U.S. persons and


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<PAGE>



                      shall  otherwise be made in compliance with the provisions
                      of Regulation S.  Subscriber has not been engaged or acted
                      as or on behalf of a distributor  or dealer (and is not an
                      affiliate of a distributor or dealer) with respect to this
                      transaction.

           2.2        Independent Investigation.  The Subscriber, in offering to
                      subscribe for the Securities hereunder, has relied upon an
                      independent investigation made by it and has, prior to the
                      date hereof,  been given access to and the  opportunity to
                      examine  all books and  records  of the  Company,  and all
                      material  contracts  and  documents  of the  Company.  The
                      Subscriber   will   keep   confidential   all   non-public
                      information  regarding  the  Company  that the  Subscriber
                      receives  from  the  Company.  In  making  its  investment
                      decision to purchase the Preferred  Stock,  the Subscriber
                      is not relying on any oral or written  representations  or
                      assurances  from the  Company  or any other  person or any
                      representation  of the Company or any other  person  other
                      than as set forth in this Agreement, public filings of the
                      Company or in a  document  executed  by a duly  authorized
                      representative  of the Company  making  reference  to this
                      Agreement.  The Subscriber has such experience in business
                      and financial matters that it is capable of evaluating the
                      risk of its investment and  determining the suitability of
                      its   investment.   The  Subscriber  is  a   sophisticated
                      investor,  as defined in Rule  506(b)(2)(ii) of Regulation
                      D, and an  accredited  investor  as defined in Rule 501 of
                      Regulation  D, a copy  of  which  definition  is  attached
                      hereto as Exhibit C.

           2.3        Economic Risk. The Subscriber understands and acknowledges
                      that an investment in the Shares involves a high degree of
                      risk,  including a possible total loss of investment.  The
                      Subscriber  represents that the Subscriber is able to bear
                      the  economic  risk  of an  investment  in  the  Preferred
                      Shares.  In making this  statement the  Subscriber  hereby
                      represents  and warrants that the  Subscriber has adequate
                      means of providing for the Subscriber's  current needs and
                      contingencies;  the  Subscriber  is able to afford to hold
                      the  Preferred  Shares  for an  indefinite  period and the
                      Subscriber further represents that the Subscriber has such
                      knowledge and experience in financial and business matters
                      that the  Subscriber is capable of  evaluating  the merits
                      and risks of the investment in the Preferred  Shares to be
                      received  by  the  Subscriber.   Further,  the  Subscriber
                      represents  that  the  Subscriber  is  able  to  bear  the
                      economic  risks of an investment in the Preferred  Shares;
                      the  Subscriber  has no present need for liquidity in such
                      Preferred  Shares;  the  Subscriber  can afford a complete
                      loss of such investment in the Preferred  Shares;  and the
                      Subscriber is willing to accept such investment risks. The
                      Subscriber  understands  that upon mutual agreement of the
                      Company and J.P. Carey Enterprises, Inc., as agent for the
                      Subscribers,  the  Closing  may be  for  less  than  4,000
                      Preferred Shares.

           2.4        No Government  Recommendation or Approval.  The Subscriber
                      understands  that no United States federal or state agency
                      or similar  agency of any other country has passed upon or
                      made any  recommendation  or  endorsement  of the Company,
                      this transaction or the subscription of the Securities.



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<PAGE>



           2.5        No Directed Selling Efforts in Regard to this Transaction.
                      The   Subscriber   has  not,   and  to  the  best  of  the
                      Subscriber's  knowledge,   neither  the  Company  nor  any
                      distributor,  if any, participating in the offering of the
                      Securities  nor any person  acting for the  Company or any
                      such  distributor  has  conducted  any  "directed  selling
                      efforts" as that term is defined in Rule 902 of Regulation
                      S. Such activity includes, without limitation, the mailing
                      of printed  material to  investors  residing in the United
                      States, the holding of promotional  seminars in the United
                      States,  the  placement  of  advertisements  with radio or
                      television  stations  broadcasting in the United States or
                      in publications  with a general  circulation in the United
                      States, which discuss the offering of Shares.

           2.6        Reliance on Representation.  This Agreement is made by the
                      Company  with  the   Subscriber   in  reliance  upon  such
                      Subscriber's  representations  and covenants  made in this
                      Section 2, which by his  execution of this  Agreement  the
                      Subscriber hereby confirms.  If the Subscriber includes or
                      consists   of  more  than  one  person  or   entity,   the
                      obligations of the  Subscriber  shall be joint and several
                      and the  representations  and warranties  herein contained
                      shall be  deemed  to be made by and be  binding  upon each
                      such  person  or  entity  and  their   respective   heirs,
                      executors, administrators, successors and assigns.

           2.7        No Registration. Subscriber understands that the Preferred
                      Stock and the Common Stock issuable upon conversion of the
                      Preferred Stock have not been registered under the Act and
                      are being offered and sold  pursuant to an exemption  from
                      registration  contained  in the Act based in part upon the
                      representations of Subscriber contained herein. The Common
                      Stock does, however,  carry certain registration rights as
                      set forth in the Registration Rights Agreement executed by
                      the parties hereto (the "Registration Rights Agreement").

           2.8        No  Public  Solicitation.  Subscriber  knows of no  public
                      solicitation  or  advertisement  of an offer in connection
                      with  the  proposed  issuance  and  sale of the  Preferred
                      Stock.

           2.9        Investment  Intent.  Subscriber is acquiring the Preferred
                      Stock to be  issued  and sold  hereunder  (and the  Shares
                      issuable upon  conversion of the Preferred  Stock) for the
                      Subscriber's own account (or for  beneficiaries'  accounts
                      over which the Subscriber has investment discretion but no
                      discretionary voting or dispositive authority). Subscriber
                      and each other  party  acquiring  Preferred  Stock and the
                      shares  issuable upon  conversion  of the Preferred  Stock
                      pursuant to this Agreement are acquiring  such  securities
                      for  investment  and not  with a view to the  distribution
                      thereof.  Subscriber understands that Subscriber must bear
                      the economic risk of this investment  indefinitely  unless
                      the  sale of  such  Preferred  Stock  or  such  Shares  is
                      registered  pursuant to the Act, or an exemption from such
                      registration is available, and that except as set forth in
                      the  Registration  Rights  Agreement,  the  Company has no
                      present  intention  of  registering  any such  sale of the
                      Preferred Stock or such Shares.  Subscriber represents and
                      warrants  to the  Company  that it has no present  plan or
                      intention of selling the Preferred Stock or the Shares in


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<PAGE>



                      the United States, has made no predetermined  arrangements
                      to sell the  Preferred  Stock or the Shares  other than as
                      provided in the Registration Rights Agreement and that the
                      offering  by  the  Company  of  its   securities   to  the
                      Subscriber, as contemplated in this Subscription Agreement
                      (the  "Offering"),  together with any subsequent resale of
                      the Preferred  Stock or the Shares,  is not part of a plan
                      or scheme to evade the registration provisions of the Act.
                      Subscriber  currently has no short position in the Shares,
                      including any short call position or any long put position
                      or any  contract  or  arrangement  that has the  effect of
                      eliminating  or  substantially  diminishing  the  risk  of
                      ownership of the  Preferred  Stock or the Shares,  nor has
                      engaged in any  hedging  transaction  with  respect to the
                      Preferred Stock or the Shares.  Subscriber  covenants that
                      neither  Subscriber  nor its  affiliates  nor  any  person
                      acting  on  its or  their  behalf  has  the  intention  of
                      entering, or will enter during the Restricted Period, into
                      any put option,  short position or any hedging transaction
                      or other  similar  instrument  or position with respect to
                      the Shares or  securities  of the same class as the Shares
                      and neither  Subscriber  nor any of its affiliates nor any
                      person  acting on its or their behalf will use at any time
                      Shares  acquired  pursuant to this Agreement to settle any
                      put option,  short position or other similar instrument or
                      position  that may have  been  entered  into  prior to the
                      execution of this Agreement.

           2.10       No  Sale  in  Violation  of the  Act.  Subscriber  further
                      covenants that Subscriber will not make any sale, transfer
                      or other  disposition of the Preferred Stock or the Shares
                      in  violation  of the Act  (including  Regulation  S), the
                      Securities Exchange Act of 1934, as amended (the "Exchange
                      Act") or the rules and  regulations  of the Securities and
                      Exchange   Commission   (the   "Commission")   promulgated
                      thereunder.

           2.11       Incorporation and Authority. Subscriber has the full power
                      and  authority  to  execute,   deliver  and  perform  this
                      Agreement and to perform its obligations  hereunder.  This
                      Agreement has been duly  approved by all necessary  action
                      of   Subscriber,   including  any  necessary   shareholder
                      approval,  has been executed by persons duly authorized by
                      Subscriber,  and  constitutes a valid and legally  binding
                      obligation of Subscriber,  enforceable in accordance  with
                      its terms.

           2.12       No Reliance on Tax Advice.  Subscriber  has reviewed  with
                      his, her or its own tax  advisors  the  foreign,  federal,
                      state and local tax consequences of this investment, where
                      applicable,  and  the  transactions  contemplated  by this
                      Agreement.  Subscriber is relying  solely on such advisors
                      and  not  on  any  statements  or  representations  of the
                      Company  or  any  of  its  agents  and  understands   that
                      Subscriber  (and not the Company) shall be responsible for
                      the  Subscriber's  own tax  liability  that may arise as a
                      result of this investment or the transactions contemplated
                      by this Agreement.

           2.13       Independent  Legal Advice.  Subscriber  acknowledges  that
                      Subscriber   has  had  the   opportunity  to  review  this
                      Agreement  and  the  transactions   contemplated  by  this
                      Agreement with his or her own legal counsel. Subscriber is
                      relying solely on


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<PAGE>



                      such counsel and not on any statements or  representations
                      of the Company or any of its agents for legal  advice with
                      respect   to   this   investment   or   the   transactions
                      contemplated   by   this   Agreement,   except   for   the
                      representations, warranties and covenants set forth herein
                      and in the  opinion  provided  for in Section  7.5 herein.
                      Subscriber  acknowledges  that  the  law  firm  of  Nelson
                      Mullins Riley &  Scarborough,  L.L.P.,  which is acting as
                      escrow agent in connection with this  transaction,  is not
                      legal  counsel to  Subscriber  and has not provided  legal
                      advice to Subscriber.

           2.14       Compliance. If Subscriber becomes subject to Section 13(d)
                      of  the  Exchange  Act,  Subscriber  will  duly  file  the
                      required Schedule thereunder.

           2.15       Not an Affiliate.  Subscriber is not an officer,  director
                      or "affiliate" (as that term is defined in Rule 405 of the
                      Act) of the Company.

           2.16       No Pledges. Subscriber has not pledged the Securities, and
                      will not  pledge  the  Securities  during  the  Restricted
                      Period  (as  defined  below),  as  collateral  in a margin
                      account or otherwise with a U.S. person.

           2.17       No  Inquiries.  Subscriber  has not been the  subject of a
                      regulatory inquiry by the Commission.

           2.18       Warranties of Other  Parties.  If Subscriber is purchasing
                      the Preferred Stock for the accounts of parties other than
                      Subscriber  (as   contemplated   by  Section  2.9  above),
                      Subscriber  has  full  power  and  authority  to make  the
                      representations,  warranties and agreements  made pursuant
                      to  this  Agreement  on  behalf  of  the  owners  of  such
                      accounts,  and agrees that each  representation,  warranty
                      and agreement  made by  Subscriber  herein is also made by
                      and on behalf of each owner of each such account.

3.         Resales

           Subscriber  acknowledges  and agrees that the Securities may and will
only  be  resold  (a)  in  compliance  with  Regulation  S;  (b)  pursuant  to a
Registration  Statement  under the Act;  or (c)  pursuant to an  exemption  from
registration under the Act.

4.         Legends; Subsequent Transfer of Securities

           4.1        Legends.  The  certificate(s)  representing  the Preferred
                      Stock  shall bear the legend set forth below and any other
                      legend, if such legend or legends are reasonably  required
                      by the Company to comply  with  state,  federal or foreign
                      law.  Assuming  that there are no changes in the  material
                      facts  set  forth  in  Section  2  of  this  Agreement  or
                      applicable  law  from the date  hereof  until  the date of
                      conversion,  and subject to the Company's transfer agent's
                      receipt  of a legal  opinion  from  legal  counsel  to the
                      Company,  the  certificate  representing  the Shares  into
                      which


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<PAGE>



                      the  Preferred  Stock is  converted  after the  Restricted
                      Period shall not bear a legend.

                                 "The  shares of  preferred  stock of  Lasergate
                                 Systems,  Inc. (the  "Issuer")  represented  by
                                 this  certificate  have been issued pursuant to
                                 Regulation S, promulgated  under the Securities
                                 Act of 1933,  as amended (the "Act"),  and have
                                 not  been  registered  under  the  Act  or  any
                                 applicable  state securities laws. These shares
                                 may not be  offered  or sold  within the United
                                 States  or to or for  the  account  of a  "U.S.
                                 Person" (as that term is defined in  Regulation
                                 S) during the period  commencing on the sale of
                                 these  securities and ending on the forty-fifth
                                 (45th)   day   following   completion   of  the
                                 Regulation S offering of the Issuer pursuant to
                                 which these shares have been issued,  which day
                                 is   ______________,   1996  (the   "Restricted
                                 Period").   The  shares  of   preferred   stock
                                 represented  by this  certificate  may first be
                                 converted  into  common  stock of the issuer on
                                 ________________,  1996. The Issuer will notify
                                 the transfer agent of the date of completion of
                                 such  offering  and of the  expiration  of such
                                 Restricted Period.  Following expiration of the
                                 Restricted  Period,  these  shares  may  not be
                                 offered  or sold  unless  such offer or sale is
                                 registered  or exempt from  registration  under
                                 the Act."

           4.2        Transfers.  Subject  to receipt  of a legal  opinion  from
                      legal  counsel to the  Company,  the Company  agrees,  and
                      shall  instruct  its agents,  that the  Securities  may be
                      transferred  to  any  person  or  entity  who  is  not  an
                      affiliate of the Company if such transfer occurs after the
                      Restricted Period,  without (a) any further restriction on
                      transfer (provided the transfer is made in compliance with
                      the  Act) or (b) the  entry  of a  "stop  transfer"  order
                      against such Securities,  and the Securities  delivered to
                      the  transferee  shall not bear a legend.  The Company may
                      place a stop  transfer  order on any Common  Stock  issued
                      upon  conversion of Preferred  Stock during the Restricted
                      Period for the  duration of the  Restricted  Period.  Upon
                      election by the Subscriber to convert the Preferred  Stock
                      into Shares, the Subscriber shall deliver to the Company a
                      duly   completed   Notice  of  Conversion  (a  "Notice  of
                      Conversion") in the form attached to this Agreement.

5.         Issuance of Further Securities

           5.1        Restrictions on Additional Issuances. The Company will not
                      issue any debt or equity  securities for cash in public or
                      private capital raising transactions for a


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<PAGE>



                      period of  ninety  (90) days  after the  Closing,  without
                      prior written notice of such issuance to the Subscriber.


6.         Representations, Warranties and Covenants of Company

           The  Company  represents  and  warrants  to and  covenants  with  the
Subscriber as follows:

           6.1        Organization,   Good  Standing,  and  Qualification.   The
                      Company is a corporation duly organized,  validly existing
                      and in  good  standing  under  the  laws of the  State  of
                      Florida  and  has  all  requisite   corporate   power  and
                      authority to carry on its business as now conducted and as
                      proposed to be conducted. The Company is duly qualified to
                      transact   business  and  is  in  good  standing  in  each
                      jurisdiction in which the failure to so qualify would have
                      a material adverse effect on the business or properties of
                      the Company  and its  subsidiaries  taken as a whole.  The
                      Company to its knowledge is not the subject of any pending
                      or threatened  investigation  or  administrative  or legal
                      proceeding  by the Internal  Revenue  Service,  the taxing
                      authorities  of any  state or local  jurisdiction,  or the
                      Securities  and  Exchange  Commission  which have not been
                      disclosed in the reports referred to in Section 6.5 below.

           6.2        Corporate  Condition.  None of the Company's  filings made
                      pursuant to the Exchange Act,  including,  but not limited
                      to,  those  reports   referenced  in  Section  6.5  below,
                      contains any untrue  statement of a material fact or omits
                      to state a material  fact  necessary  in order to make the
                      statements made, in light of the circumstances under which
                      they  were  made,  not  misleading.  There  have  been  no
                      material  adverse  changes  in  the  Company's   financial
                      condition  or  business  since  the date of those  reports
                      which have not been disclosed to Subscriber in writing.

           6.3        Authorization.  All  corporate  action  on the part of the
                      Company,   its  officers,   directors   and   shareholders
                      necessary for the authorization, execution and delivery of
                      this Agreement,  the performance of all obligations of the
                      Company  hereunder  and the  authorization,  issuance  (or
                      reservation  for  issuance)  and delivery of the Preferred
                      Stock being sold  hereunder and the Common Stock  issuable
                      upon  conversion of the  Preferred  Stock have been taken,
                      and this Agreement constitutes a valid and legally binding
                      obligation of the Company,  enforceable in accordance with
                      its terms.

           6.4        Valid  Issuance of Preferred  Stock and Common Stock.  The
                      Preferred  Stock,  when  issued,  sold  and  delivered  in
                      accordance  with the terms  hereof  for the  consideration
                      expressed herein,  will be validly issued,  fully paid and
                      nonassessable and, based in part upon the  representations
                      of the  Subscriber  in this  Agreement,  will be issued in
                      compliance  with all  applicable  U.S.  federal  and state
                      securities laws. The Common Stock issuable upon conversion
                      of the Preferred  Stock when issued in accordance with the
                      terms of the Certificate of Designation, shall be duly and
                      validly   issued   and   outstanding,   fully   paid   and
                      nonassessable,


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<PAGE>



                      and based in part on the representations and warranties of
                      Subscriber and any transferee of the Preferred Stock, will
                      be issued in compliance with all applicable  U.S.  federal
                      and state securities laws.

           6.5        Current  Public  Information.  The Company  represents and
                      warrants  to  the   Subscriber   that  the  Company  is  a
                      "reporting issuer" as defined in Rule 902(l) of Regulation
                      S and  it  has a  class  of  securities  registered  under
                      Section  12(g) of the  Exchange  Act and has filed all the
                      materials  required to be filed as reports pursuant to the
                      Exchange  Act  for a  period  of at  least  twelve  months
                      preceding  the date hereof (or for such shorter  period as
                      the  Company was  required by law to file such  material).
                      The Subscriber  has obtained  copies of the Company's Form
                      10-KSB Annual Report for the year ended  December 31, 1995
                      and Form  10-QSB for the fiscal  quarter  ended  March 31,
                      1996.  The Company  undertakes  to furnish the  Subscriber
                      with copies of such other information as may be reasonably
                      requested by the Subscriber  prior to consummation of this
                      Offering.

           6.6        No Directed Selling Efforts in Regard to this Transaction.
                      The  Company  has not,  and to the  best of the  Company's
                      knowledge  neither the Subscriber nor any distributor,  if
                      any,  participating  in the offering of the Securities nor
                      any person acting for the Company or any such  distributor
                      has conducted any "directed  selling efforts" as that term
                      is  defined  in Rule 902 of  Regulation  S. Such  activity
                      includes,  without  limitation,  the  mailing  of  printed
                      material to investors  residing in the United States,  the
                      holding of promotional  seminars in the United States, the
                      placement  of  advertisements  with  radio  or  television
                      stations   broadcasting   in  the  United   States  or  in
                      publications  with a  general  circulation  in the  United
                      States,  which discuss the offering of Shares. The Company
                      represents and warrants that the Offering is not part of a
                      plan or scheme to evade the registration provisions of the
                      Act.

           6.7        No Conflicts. The execution and delivery of this Agreement
                      and the consummation of the issuance of the Securities and
                      the transactions contemplated by this Agreement do not and
                      will  not  conflict  with or  result  in a  breach  by the
                      Company  of  any  of  the  terms  or  provisions   of,  or
                      constitute   a   default   under,   the   Certificate   of
                      Incorporation or bylaws of the Company,  or any indenture,
                      mortgage,  deed of  trust  or other  material  payment  or
                      instrument  to which the Company is a party or by which it
                      or any of its  properties  or  assets  are  bound,  or any
                      existing  applicable  decree,  judgment  or  order  of any
                      court,  Federal or State regulatory  body,  administrative
                      agency or other governmental body having jurisdiction over
                      the Company or any of its properties or assets.

           6.8        Issuance of Securities. The Company will issue one or more
                      certificates representing the Preferred Shares in the name
                      of Subscriber in such denominations to be specified by the
                      Company prior to closing. Upon conversion of the Preferred
                      Shares in  accordance  with their terms,  the Company will
                      issue one or more certificates  representing Shares in the
                      name  of  Subscriber  and  in  such  denominations  to  be
                      specified by Subscriber prior to conversion. Subject to


                                        9

<PAGE>



                      the Company's  transfer agent's receipt of a legal opinion
                      from legal counsel to the Company, the Shares to be issued
                      upon conversion of the Preferred Shares shall not bear any
                      restrictive  legends. The Company further warrants that no
                      instructions   other   than   these   instructions,    and
                      instructions  for a "stop  transfer"  until the end of the
                      Restricted  Period,  have been given to the transfer agent
                      and also  warrants  that the  Shares  shall  otherwise  be
                      freely transferable by Subscriber on the books and records
                      of the  Company  subject to  compliance  with  Federal and
                      State securities laws, the receipt of a legal opinion from
                      legal  counsel  to  the  Company  and  the  terms  of  the
                      Preferred  Shares.  The Company  will notify the  transfer
                      agent of the date of completion of the Offering and of the
                      date of expiration of the  Restricted  Period.  Nothing in
                      this  section   shall  affect  in  any  way   Subscriber's
                      obligations  and  agreement to comply with all  applicable
                      securities laws upon resale of the Securities.

           6.9        No Action. The Company has not taken and will not take any
                      action  that  will  affect in any way the  running  of the
                      Restricted  Period or the ability of  Subscriber to resell
                      freely  the  Securities  in  accordance   with  applicable
                      securities laws and the Agreement.

           6.10       Compliance  with Laws. As of the date hereof,  the conduct
                      of the  business of the Company  complies in all  material
                      respects with all material  statutes,  laws,  regulations,
                      ordinances, rules, judgments, orders or decrees applicable
                      thereto.  The  Company  has  not  received  notice  of any
                      alleged  violation  of  any  statute,   law,  regulations,
                      ordinance,  rule,  judgement,  order  or  decree  from any
                      governmental authority.  The Company shall comply with all
                      applicable securities laws with respect to the sale of the
                      Securities, including but not limited to the filing of all
                      reports required to be filed in connection  therewith with
                      the  Securities  and  Exchange  Commission  or  any  stock
                      exchange  or  the  NASDAQ   Stock   Market  or  any  other
                      regulatory authority.

           6.11       Litigation.  Except as disclosed in the  Company's  Annual
                      Report  on Form 10- KSB and the  Company's  most  recently
                      filed Form 10-QSB,  there is no action, suit or proceeding
                      before  or by any  court or  governmental  agency or body,
                      domestic or foreign,  now pending or, to the  knowledge of
                      the Company, threatened, against or affecting the Company,
                      or  any of  its  properties,  which  could  reasonably  be
                      expected to result in any material  adverse  change in the
                      business,  financial condition or results of operations of
                      the  Company,  or which  could  reasonably  be expected to
                      materially  and adversely  affect the properties or assets
                      of the Company.

           6.12       No U.S.  Offering.  The Company represents that it has not
                      offered the  Securities to the  Subscriber or any Investor
                      in the U.S.  or to any person in the United  States or any
                      U.S. person.

           6.13       Disclosures.  There is no fact known to the Company (other
                      than  general  economic  conditions  known  to the  public
                      generally) that has not been disclosed


                                       10

<PAGE>



                      in writing to the Subscriber that (a) could  reasonably be
                      expected  to  have  a  material   adverse  effect  on  the
                      business,  financial condition or results of operations of
                      the  Company,  or which  could  reasonably  be expected to
                      materially  and adversely  affect the properties or assets
                      of the  Company or (b) could  reasonably  be  expected  to
                      materially and adversely affect the ability of the Company
                      to perform its obligations  pursuant to this  Subscription
                      Agreement  and  the  issuance  of  the   Preferred   Stock
                      hereunder.

           6.14       Commissions.  Except  for a fee  which is  payable  by the
                      Company to J.P. Carey Enterprises,  Inc., no other person,
                      firm  or  corporation  will be  entitled  to  receive  any
                      brokerage  fee,  commission or other similar  payment from
                      the Company in  connection  with the  consummation  of the
                      transactions contemplated hereby and the Company shall not
                      make any such payment to any person,  firm or  corporation
                      other than J.P. Carey Enterprises, Inc.

           6.15       Capitalization.  The  Company,  as  of  the  date  of  the
                      Closing,  will have  outstanding  the  number of shares of
                      Common Stock, Preferred Stock and Warrants as set forth on
                      Exhibit D.

7.         Additional Covenants of Company

           7.1        Accountants.  The Company shall, until at least the second
                      anniversary  of the  date  of the  Closing  (the  "Closing
                      Date"), maintain as its independent auditors an accounting
                      firm that is authorized to practice before the SEC.

           7.2        Corporate Existence and Taxes. The Company shall, until at
                      least the second anniversary of the Closing Date, maintain
                      its corporate  existence in good  standing,  and shall pay
                      all its taxes when due except for taxes  which the Company
                      disputes.

           7.3        Reserved Shares and Listings. For so long as any shares of
                      Preferred Stock held by the Subscriber remain outstanding:

                      (a)        the Company will  reserve  from its  authorized
                                 but unissued  shares of Common  Stock  ("Common
                                 Stock") a sufficient number of Shares to permit
                                 the  conversion  in  full  of  the  outstanding
                                 shares of Preferred Stock; and

                      (b)        the Company  will  maintain  the listing of its
                                 Shares on the NASDAQ SmallCap Market System.

           7.4        Liquidated  Damages for Late  Conversion.  As set forth in
                      the Certificate of Designation,  the Company shall use its
                      best  efforts  to issue  and  deliver,  within  three  (3)
                      business  days  after the  Subscriber  has  fulfilled  all
                      conditions  and  submitted all  necessary  documents  duly
                      executed and in proper form required for  conversion  (the
                      "Deadline"),  to the  Subscriber  or any  party  receiving
                      Preferred


                                       11

<PAGE>



                      Stock by transfer from the  Subscriber  (together with the
                      Subscriber,  a "Holder"),  at the address of the Holder on
                      the books of the Company,  a certificate  or  certificates
                      for the  number of  Shares  of  Common  Stock to which the
                      Holder shall be entitled.  The Company  understands that a
                      delay in the issuance of the Shares of Common Stock beyond
                      the Deadline  could result in economic loss to the Holder.
                      As  compensation  to the Holder for such loss, the Company
                      agrees to pay  liquidated  damages  to the Holder for late
                      issuance of Shares upon  conversion in accordance with the
                      following  schedule  (where  "No.  Business  Days Late" is
                      defined as the number of business  days  beyond  seven (7)
                      business days from the date of receipt by the Company of a
                      Notice  of  Conversion  and  the  transfer  agent  of  all
                      necessary  documentation  duly executed and in proper form
                      required   for   conversion,    including   the   original
                      certificate   representing  the  Preferred  Shares  to  be
                      converted,  all in  accordance  with this  Agreement,  the
                      Certificate of  Designation  and the  requirements  of the
                      transfer agent):

                      No. Business Days Late    Liquidated Damages

                               1                  $500
                               2                  $1,000
                               3                  $1,500
                               4                  $2,000
                               5                  $2,500
                               6                  $3,000
                               7                  $3,500
                               8                  $4,000
                               9                  $4,500
                               10                 $5,000
                              >10                 $5,000 + $1,000 for each
                                                  Business Day Late beyond
                                                   10 days

                      The Company  shall pay the Holder any  liquidated  damages
                      incurred  under this  Section by check upon the earlier to
                      occur of (i)  issuance of the Shares to the Holder or (ii)
                      each monthly  anniversary of the receipt by the Company of
                      such Holder's  Notice of Conversion.  Nothing herein shall
                      limit the Subscriber's  right to pursue actual damages for
                      the  Company's  failure  to issue  and  deliver  shares of
                      Common  Stock to the  Subscriber  in  accordance  with the
                      terms of the Certificate of Designation.

           7.5        Conversion Notice. The Company agrees that, in addition to
                      any  other   remedies   which  may  be  available  to  the
                      Subscriber,   including,  but  not  limited  to,  remedies
                      available  under  Section  7.4 of this  Agreement,  in the
                      event the Company fails for any reason to effect  delivery
                      to the  Subscriber  of  certificates  representing  Shares
                      within  three  business  days  following  receipt  by  the
                      Company of a Notice of  Conversion,  the Investor  will be
                      entitled to revoke the Notice of  Conversion by delivering
                      a notice  to such  effect  to the  Company  whereupon  the
                      Company and


                                       12

<PAGE>



                      the Subscriber  shall each be restored to their respective
                      positions  immediately prior to delivery of such Notice of
                      Conversion.

           7.6        Opinion of Counsel. Subscriber shall, upon purchase of the
                      shares of Preferred Stock,  receive an opinion letter from
                      Parker,  Chapin,  Flattau & Klimpl, L.L.P., counsel to the
                      Company,  to the  effect  that  (i)  the  Company  is duly
                      incorporated  and validly  existing;  (ii) this Agreement,
                      the issuance of the Preferred  Stock,  and the issuance of
                      the Common Stock upon  conversion of the  Preferred  Stock
                      have been duly approved by all required  corporate action,
                      and that all such securities,  upon due issuance, shall be
                      validly   issued   and   outstanding,   fully   paid   and
                      nonassessable;  (iii) this Agreement and the  Registration
                      Rights Agreement are valid and binding  obligations of the
                      Company,  enforceable  in  accordance  with  their  terms,
                      except as enforceability of any indemnification provisions
                      may be limited by principles of public policy, and subject
                      to laws of general  application  relating  to  bankruptcy,
                      insolvency  and the  relief of  debtors  and rules of laws
                      governing   specific   performance   and  other  equitable
                      remedies;  and (iv)  based  upon the  representations  and
                      warranties  of the  Company  and  each  Subscriber  in the
                      Offering, the offer and sale of the Preferred Stock to the
                      Subscriber is exempt from the registration requirements of
                      the  Securities  Act;  except  that  with  respect  to the
                      foregoing opinions counsel may add such  qualifications as
                      are consistent with firm practice, including an assumption
                      that the transaction  does not constitute a plan or scheme
                      to evade the registration provisions of the Act.

           7.7        Consultation with Legal Counsel. The Company shall consult
                      with its legal  counsel  regarding its Exchange Act filing
                      requirements  including,  but not limited to, the possible
                      obligation  of the Company to file Forms 10-C and Form 8-K
                      in connection with the Offering,  and will timely make any
                      and all such filings deemed necessary by such counsel.

           7.8        Registration Rights. The Company will grant the Subscriber
                      the  registration  rights  covering the Shares issuable on
                      conversion of the  Preferred  Stock on  substantially  the
                      terms of the Registration Rights Agreement attached hereto
                      as Exhibit E on the Closing Date.


8.         Governing Law

           This Agreement  shall be governed by and construed in accordance with
the laws of the State of Florida,  U.S.A.,  applicable to agreements made in and
wholly to be performed in that  jurisdiction,  except for matters  arising under
the Act or the Exchange Act which matters shall be construed and  interpreted in
accordance with such laws. Any action brought to enforce,  or otherwise  arising
out of,  this  Agreement  shall be heard and  determined  in either a federal or
state court sitting in the State of Florida, U.S.A.



                                       13

<PAGE>



9.         Entire Agreement; Amendment

           This  Agreement,  the Certificate of  Designation,  the  Registration
Rights Agreement and the other documents  delivered  pursuant hereto  constitute
the full and entire  understanding and agreement between the parties with regard
to the subjects hereof and thereof, and no party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants except
as  specifically  set forth  herein or  therein.  Except as  expressly  provided
herein,  neither  this  Agreement  nor any term hereof may be  amended,  waived,
discharged or terminated other than by a written  instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.

10.        Notices, Etc.

           Any notice,  demand or request  required or  permitted to be given by
either the Company or the  Subscriber  pursuant  to the terms of this  Agreement
shall be in writing and shall be deemed given when  delivered  personally  or by
facsimile,  with a hard  copy to  follow  by two day  courier  addressed  to the
parties at the  addresses of the parties set forth at the end of this  Agreement
or such other address as a party may request by notifying the other in writing.

11.        Counterparts

           This Agreement may be executed in any number of counterparts, each of
which  shall  be  enforceable   against  the  parties  actually  executing  such
counterparts, and all of which together shall constitute one instrument.

12.        Severability

           In the event  that any  provision  of this  Agreement  becomes  or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision;  provided  that  no  such  severability  shall  be  effective  if  it
materially changes the economic benefit of this Agreement to any party.

13.        Titles and Subtitles

           The  titles  and  subtitles  used  in this  Agreement  are  used  for
convenience only and are not to be considered in construing or interpreting this
Agreement.


                                       14

<PAGE>




14.        Amount

           The undersigned  Subscriber  hereby subscribes for ________ shares of
Preferred Stock with a face value of __________ Dollars ($______________) (U.S.)
and       pays       herewith       funds      in      the       amount       of
_______________________________________________ Dollars ($_____________________)
(U.S.).

           The undersigned Subscriber  acknowledges that this subscription shall
not be effective unless accepted by the Company as indicated below.


Dated this _____ day of _______________, 1996.


- ------------------------------------
(Name) (Please Print)


- ------------------------------------
(Signature)


- ------------------------------------
(Mailing Address)


- ------------------------------------
(Place of Execution)


           THIS  SUBSCRIPTION  IS  ACCEPTED  BY THE  COMPANY  ON THE ____ DAY OF
____________, 1996.

                               LASERGATE SYSTEMS, INC.


                               By:________________________________

                               Print Name:________________________

                               Title:______________________________


                                       15

<PAGE>



                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
          in order to Convert the share(s) of Series F Preferred Stock)

The undersigned  hereby  irrevocably  elects to convert _____ shares of Series F
Preferred Stock ("Preferred  Stock"),  represented by stock  certificate  No(s).
____ (the "Preferred Stock Certificate(s)") into shares of common stock ("Common
Stock") of Lasergate Systems,  Inc. (the "Company")  according to the conditions
of the  Certificate of Designation of Series F Preferred  Stock,  as of the date
written  below.  If shares  are to be issued in the name of a person  other than
undersigned,  the  undersigned  will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates.  No fee will be charged to
the undersigned for any conversion, except for transfer taxes, if any.

The undersigned  represents that it and each person or entity on whose behalf it
holds  shares of  Preferred  Stock to be  converted  into Common  Stock (each an
"Investor"):  (i) is familiar with and  understands  the terms,  conditions  and
requirements contained in Regulation S ("Regulation S") and Rule 144 promulgated
under the  Securities  Act of 1933, as amended (the "Act");  (ii) is not a "U.S.
Person" or  "distributor" as defined in Regulation S; (iii) purchased the shares
of Preferred Stock for which conversion is being elected,  and is purchasing the
Common Stock referenced  herein, for its own account and for the account of each
Investor and not for the account or benefit of any U.S. Person; (iv) will comply
with the transfer restrictions contained in Section 4(1) of the Act and Rule 144
promulgated  thereunder  to the extent  they are  applicable;  (v) has not had a
"short"  position in the Company's  securities at any time since the Purchase of
the Preferred Stock  (including any short call position or any long put position
or  any  contract  or  arrangement   that  had  the  effect  of  eliminating  or
substantially  diminishing the risk of ownership of the Preferred Stock) nor has
it engaged in any hedging transaction with respect to the Preferred Stock or the
Common Stock;  (vi) has no prior  understanding  with respect to the sale of the
Common Stock to any third party;  (vii) has not engaged in any "directed selling
efforts" (as such term is defined in Regulation S) with respect to the Preferred
Stock or the Common Stock  issuable  upon  conversion  of the  Preferred  Stock;
(viii) purchased the Preferred Stock with investment  intent,  is purchasing the
Common Stock with investment intent and presently has no intent to sell, dispose
of or otherwise transfer the Common Stock; (ix) will make any sale,  transfer or
other  disposition  of the Common  Stock in full  compliance  with the Act,  the
Exchange Act, as amended,  and the rules and  regulations  of the Securities and
Exchange  Commission  promulgated  thereunder;  and (x)  received  the  offer to
purchase  the  Preferred  Stock  outside the United  States and, at the time the
Subscription  Agreement  pursuant to which the Preferred Stock was executed was,
and upon  execution of this Notice of Conversion  is, outside the United States.
The undersigned has obtained  representations from each Investor with respect to
compliance with paragraphs (i) - (x) of this Notice.

Conversion Formula:                             ______________________________
                                                  Date of Conversion

                                                 ------------------------------
                                                  Applicable Conversion Price

                                                 ------------------------------
                                                  Signature

                                                 ------------------------------
                                                  Name

                                                  Address:
                                                 ==============================

* No shares of Common Stock will be issued until the  original  Preferred  Stock
Certificate(s)  to be converted and the Notice of Conversion are received by the
Company's   Attorney  or  Transfer   Agent.   The   original   Preferred   Stock
Certificate(s)  to be converted and the Notice of Conversion must be received by
the Company's Attorney or Transfer Agent by the third business day following the
Date of Conversion,  or such Notice of Conversion  shall become null and void in
the discretion of the Company.



                                       16

<PAGE>


