
                             LASERGATE SYSTEMS, INC.

                          Registration Rights Agreement


           THIS REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is entered into
as of  _______________,  1996, by and among Lasergate  Systems,  Inc., a Florida
corporation  (the  "Company"),  and the persons and entities listed on Exhibit A
attached hereto (the "Investors").

                                    Recitals

           WHEREAS,  pursuant to Subscription Agreements (the "Agreements"),  by
and among the Company and the Investors,  the Company has agreed to sell and the
Investors have agreed to purchase an aggregate of up to 4,000 shares of Series F
Preferred Stock of the Company (the "Preferred Shares")  convertible into shares
of the Company's Common Stock, $.03 par value per share (the "Shares"); and

           WHEREAS,  pursuant to the terms of, and in partial consideration for,
the Investors' agreement to enter into the Agreements, the Company has agreed to
provide the  Investors  with  certain  registration  rights with  respect to the
Shares;

           NOW   THEREFORE,   in   consideration   of   the   mutual   promises,
representations,   warranties,   covenants  and  conditions  set  forth  in  the
Agreements and this Registration Rights Agreement, the Company and the Investors
agree as follows:

                                   Agreement:

           1. Certain  Definitions.  As used in this  Agreement,  the  following
terms shall have the following respective meanings:

           "Commission" shall mean the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.

           "Common Stock" shall mean the Company's  Common Stock, par value $.03
per share.

           "Initiating  Holders"  shall mean holders of the Company's  Preferred
Shares having an aggregate  initial  purchase price from the Company of $500,000
or more.

           "Other  Registrable  Securities"  shall mean  those  shares of Common
Stock heretofore or hereafter issued pursuant to one or more agreements granting
the purchasers of such  securities  the right to have the Company  register such
securities or include such securities in any other registration of the Company's
equity securities.

           "Registrable  Shares" shall means (i) the Shares, and (ii) any Common
Stock of the  Company  issued or  issuable  in respect of the Shares or upon any
stock  split,  stock  dividend,  recapitalization  or similar  event;  provided,
however, that Registrable Shares or other securities



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shall no longer be treated as  Registrable  Shares if (A) they have been sold to
or  through  a broker or dealer or  underwriter  in a public  distribution  or a
public securities  transaction,  (B) they have been sold in a transaction exempt
from the registration and prospectus delivery requirements of the Securities Act
so that all transfer  restrictions and restrictive  legends with respect thereto
are removed upon  consummation  of such sale or (C) the Shares are available for
sale under the Securities Act (including Rule 144), in the opinion of counsel to
the Company,  without  compliance with the registration and prospectus  delivery
requirements  of the  Securities  Act so  that  all  transfer  restrictions  and
restrictive legends with respect thereto may be removed upon the consummation of
such sale.

           The terms "register",  "registered" and "registration" shall refer to
a  registration  effected by preparing  and filing a  registration  statement in
compliance  with  the  Securities  Act  and  applicable  rules  and  regulations
thereunder,  and  the  declaration  or  ordering  of the  effectiveness  of such
registration statement.

           "Registration  Expenses"  shall  mean  all  expense  incurred  by the
Company in compliance with Section 2 hereof, including,  without limitation, all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel  for the  Company,  blue  sky  fees and  expenses,  reasonable  fees and
disbursements (not to exceed $20,000) of one counsel for all the selling holders
of Registrable Shares for a limited "due diligence"  examination of the Company,
and the reasonable expenses of any special audits incident to or required by any
such  registration  (but excluding the compensation of regular  employees of the
Company,  which shall be paid in any event by the  Company,  and  excluding  all
underwriting  discounts  and selling  commissions  applicable to the sale of the
Registrable  Shares  and all  other  payments  to  underwriters  engaged  by the
Investors, but not with respect to underwriters engaged by the Company).

           "Securities  Act" shall mean the  Securities Act of 1933, as amended,
or any similar federal statute,  and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

           "Selling Expenses" shall mean all underwriting  discounts and selling
commissions  applicable  to the  sale of  Registrable  Shares  and all  fees and
disbursements  of one  counsel  for the selling  holders of  Registrable  Shares
(other than the fees  disbursements  of such  counsel  included in  Registration
Expenses).

           2.        Requested Registration.

           The following  registration rights will apply if, and only if, at any
time prior to the termination of this Agreement,  Regulation S promulgated under
the Securities Act is rescinded or modified so as to preclude Initiating Holders
from reselling in United States public  securities  markets Shares received from
the Company  pursuant to the Agreements  following  expiration of the Restricted
Period (as defined in the Agreements),  or if, for any other reason, the Company
refuses  to issue  Shares at the times  required  by the  Agreements  bearing no
restrictive  legend to  Initiating  Holders after  expiration of the  Restricted
Period;  provided,  however,  that no  Investor  shall be  entitled  to  request
registration  pursuant  to  this  Agreement  (and  such  Investor  shall  not be
considered an Initiating  Holder pursuant to this Agreement,  and the securities
held by such


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<PAGE>



Investor shall not be considered  Registrable Shares pursuant to this Agreement)
if a representation  or warranty of such Investor in the Agreements  between the
Investor  and the Company is  inaccurate  or was  inaccurate  when made,  or the
Investor has failed to comply with the covenants and  agreements of the Investor
set forth in the Agreements between the Investor and the Company:

                      (a)        Request for Registration.  If the Company shall
receive  from  Initiating  Holders,  at any  time  after  two (2) and  prior  to
thirty-six  (36) months  following  the final  closing of the sale of  Preferred
Shares pursuant to the  Agreements,  a written request that the Company effect a
registration  with  respect to all,  but not less than all,  of the  Registrable
Shares held by such Initiating  Holders (which notice shall specify the intended
method of disposition), the Company shall:

                                 (i)  promptly   give  written   notice  of  the
proposed registration to all other holders of Registrable Shares; and

                                 (ii)  as  soon  as  practicable  use  its  best
efforts  to  effect  such  registration  (including,   without  limitation,  the
execution  of an  undertaking  to file  post-effective  amendments,  appropriate
qualification  under  applicable  blue sky or other  state  securities  laws and
appropriate  compliance with applicable  regulations issued under the Securities
Act) as may be so  requested  and as would  permit  or  facilitate  the sale and
distribution of all or such portion of such Registrable  Shares as are specified
in such request,  together with all or such portion of the Registrable Shares of
any holder or  holders  of  Registrable  Shares  joining in such  request as are
specified in a written  request given within  fifteen (15) days after receipt of
such written  notice from the Company;  provided  that the Company  shall not be
obligated  to effect,  or to take any action to  effect,  any such  registration
pursuant to this Section 2:

                                            (A) after the Company  has  effected
one such  registration  pursuant to this Section 2(a) and such  registration has
been  declared  or  ordered  effective  by the  Commission  and the sale of such
Registrable Shares shall have closed; or

                                            (B) within the period  starting with
the date thirty (30) days prior to the Company's  good faith  estimated  date of
filing of, and ending  ninety (90) days  following  the  effective  date of, any
registered offering of the Company's securities to the general public.

           Subject to the  foregoing  limitations  in clauses (A) and (B) above,
the Company shall file a registration  statement covering the Registrable Shares
so  requested  to be  registered  as soon as  practicable  after  receipt of the
request or requests of the Initiating Holders, but no later than forty-five (45)
days following receipt of such request or requests,  except in the event audited
financial  statements not previously  prepared are required to be prepared prior
to the filing of such  registration  statement,  in which case such registration
statement must be filed as soon as  practicable,  but in any event within ninety
(90) days following receipt of such request or requests.



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<PAGE>



           The  registration  statement  filed  pursuant  to the  request of the
Initiating Holders may, subject to the provision of Section 2(b) below,  include
Other Registrable Securities,  other securities of the Company which are held by
officers  or  directors  of the  Company  or which are held by other  holders of
registration  rights,  and may include  securities of the Company being sold for
the account of the Company.

                      (b)  Underwriting.  If the  Initiating  Holders  intend to
distribute  the  Registrable  Shares  covered  by their  request  by means of an
underwriting,  they shall so advise the Company as a part of their  request made
pursuant to Section 2 and the Company  shall  include  such  information  in the
written notice referred to in Section 2(a)(i) above.  The right of any holder of
Registrable  Shares to  registration  pursuant to Section 2 shall be conditioned
upon such holder's  participation in such underwriting and the inclusion of such
holder's  Registrable  Shares in such underwriting  (unless  otherwise  mutually
agreed by a majority in interest of the Initiating  Holders and such holder with
respect to such  participation  and inclusion) to the extent provided  herein. A
holder of Registrable  Shares may elect to include in such underwriting all or a
part of the Registrable Shares it holds.

                                 (i) If the Company shall  request  inclusion in
any  registration  pursuant  to Section 2 of  securities  being sold for its own
account,  or if officers or directors of the Company holding other securities of
the Company or other holders of registration  rights, shall request inclusion in
any registration  pursuant to Section 2, the Initiating Holders shall, on behalf
of all  holders  of  Registrable  Shares,  offer to  include  Other  Registrable
Securities  and the  securities of the Company,  such officers and directors and
such other holders of registration  rights in the underwriting and may condition
such offer on their  acceptance  of the further  applicable  provisions  of this
Agreement.  The Company shall (together with all holders of Registrable  Shares,
officers and  directors,  other  holders of  registration  rights and holders of
Other Registrable  Securities  proposing to distribute their securities  through
such underwriting)  enter into an underwriting  agreement in customary form with
the  underwriter  or  representative  of  the  underwriters  selected  for  such
underwriting by the Company, which underwriter(s) shall be reasonably acceptable
to a majority in interest of the Initiating Holders.

                                 (ii)  Notwithstanding  any other  provision  of
this Section 2, if the representative of the underwriters advises the Company in
writing that marketing  factors  require a limitation on the number of shares to
be underwritten,  the Company shall so advise all holders of Registrable  Shares
and other shareholders whose securities would otherwise be underwritten pursuant
hereto,  and the number of Registrable  Shares and other  securities that may be
included  in  the  registration  and  underwriting  shall  be  allocated  in the
following  manner:  the securities of the Company held by officers and directors
of the  Company  (other than  Registrable  Shares)  shall be excluded  from such
registration and underwriting to the extent required by such limitation, and, if
a limitation on the number of shares is still  required,  the Other  Registrable
Securities  shall be excluded pro rata with Registrable  Shares,  unless another
method of determining  such  exclusion is specified in the agreements  governing
the Other  Registrable  Securities,  according to the  relative  number of Other
Registrable  Securities  requested  to be  included  in  such  registration  and
underwriting,  from such registration and underwriting to the extent required by
such limitation, and, if a limitation on the number of shares is still required,
the number of Registrable  Shares that may be included in the  registration  and
underwriting shall be allocated


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<PAGE>



among all holders of Registrable Shares in proportion, as nearly as practicable,
to the respective  amounts of Registrable  Shares which they had requested to be
included in such registration at the time of filing the registration  statement.
No Registrable Shares or any other securities  excluded from the underwriting by
reason of the underwriter's  marketing limitation shall also be included in such
registration.

                                 (iii) If the Company or any  officer,  director
or  holder  of  Registrable  Shares  or  Other  Registrable  Securities  who has
requested  inclusion in such  registration  and  underwriting  as provided above
disapproves of the terms of the underwriting,  such person may elect to withdraw
therefrom by written notice to the Company,  the  underwriter and the Initiating
Holders. The securities so withdrawn shall also be withdrawn from registration.

           3. Expenses of Registration.  The Company shall bear all Registration
Expenses  incurred  in  connection  with  any  registration,   qualification  or
compliance of the Registrable  Shares  pursuant to this  Agreement.  All Selling
Expenses  shall be borne by the holders of the securities so registered pro rata
on the basis of the number of their shares so registered.

           4. Registration  Procedures.  Pursuant to this Agreement, the Company
will keep  each  holder of  Registrable  Shares  advised  in  writing  as to the
initiation  of a  registration  under this  Agreement  and as to the  completion
thereof. At its expense, the Company will:

                      (a)  Use  reasonable  efforts  to keep  such  registration
effective  for a period of one hundred  eighty (180) days or until the holder or
holders of Registrable  Shares have completed the distribution  described in the
registration statement relating thereto or until the securities registered cease
to be Registerable Shares, whichever first occurs;

                      (b) Prepare and file with the Commission  such  amendments
and  supplements  to such  registration  statement  and the  prospectus  used in
connection with such  registration  statement as may be necessary to comply with
the  provisions  of the  Securities  Act  with  respect  to the  disposition  of
securities covered by such registration statement; and

                      (c)  Furnish  such  number  of   prospectuses   and  other
documents  incidental  thereto,  including any amendment of or supplement to the
prospectus,  as a holder of Registrable  Shares from time to time may reasonably
request.

           5. Indemnification.

                      (a) The Company will  indemnify each holder of Registrable
Shares,  each  of  its  officers,   directors  and  partners,  and  each  person
controlling   such  holder  of  Registrable   Shares,   with  respect  to  which
registration has been effected pursuant to this Agreement, and each underwriter,
if any and each  person  who  controls  any  underwriter,  and their  respective
counsel  against  all  claims,  losses,  damages and  liabilities  (or  actions,
proceedings or settlements  in respect  thereof)  arising out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any prospectus, or other document incident to any such registration, or based on
any omission (or alleged  omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
any violation by


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<PAGE>



the  Company  of the  Securities  Act  or  any  rule  or  regulation  thereunder
applicable  to the Company in  connection  with any such  registration  and will
reimburse  each  such  holder  of  Registrable  Shares,  each  of its  officers,
directors and partners,  and each person  controlling such holder of Registrable
Shares, each such underwriter and each person who controls any such underwriter,
for any  legal  and any  other  expenses  as they  are  reasonably  incurred  in
connection  with  investigating  and  defending  any such claim,  loss,  damage,
liability or action,  provided,  however,  that the indemnity  contained in this
Section  5(a) shall not apply to amounts paid in  settlement  of any such claim,
loss,  damage,  liability or action if such  Settlement is effected  without the
consent of the  Company;  and  provided  further  that the Company  shall not be
liable  in any  such  case to the  extent  that any such  claim,  loss,  damage,
liability  or  expense  arises  out of or is based on any  untrue  statement  or
omission based upon written information  furnished to the Company by such holder
of  Registrable  Shares or  underwriter  and stated to be  specifically  for use
therein.  The foregoing  indemnity agreement is further subject to the condition
that insofar as it relates to any untrue  statement,  alleged untrue  statement,
omission or alleged  omission made in a preliminary  prospectus,  such indemnity
agreement shall not inure to the benefit of the foregoing indemnified parties if
copies  of  a  final  prospectus   correcting  the   misstatement,   or  alleged
misstatement,  omission  or alleged  omission  upon which such loss,  liability,
claim or damage is based is timely  delivered  to such  indemnified  party and a
copy thereof was not  furnished  to the person  asserting  the loss,  liability,
claim or damage.

                      (b) Each holder of Registrable Shares will, if Registrable
Shares held by it are included in the  securities as to which such  registration
is being effected, indemnify the Company, each of its directors and officers and
each  underwriter,  if  any,  of the  Company's  securities  covered  by  such a
registration statement, each person who controls the Company or such underwriter
within  the  meaning  of the  Securities  Act  and  the  rules  and  regulations
thereunder,  each  other  such  holder  of  Registrable  Shares  and each of its
officers,  directors and partners,  and each person  controlling  such holder of
Registrable  Shares, and their respective counsel  (collectively,  the "Company,
Underwriters and Counsel") against all claims,  losses,  damages and liabilities
(or actions,  proceedings or settlements in respect  thereof)  arising out of or
based on any untrue  statement (or alleged untrue  statement) of a material fact
relating  to  such  Holder  contained  in  any  such   registration   statement,
prospectus,  offering  circular or other  document,  or any omission (or alleged
omission)  to state  therein a  material  fact  required  to be  stated  therein
relating to such holder or necessary to make the statements  therein relating to
such  holder  not  misleading  or any  violation  by such  holder of any rule or
regulation  promulgated  under the  Securities Act applicable to such holder and
relating to action or inaction  required of such holder in  connection  with any
such registration;  and will reimburse the Company,  such holders of Registrable
Shares, directors,  officers, partners, persons, underwriters or control persons
for any  legal or any other  expense  reasonably  incurred  in  connection  with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent,  that such untrue statement (or
alleged  untrue  statement) or omission (or alleged  omission)  relating to such
holder is made in such registration statement,  prospectus, offering circular or
other  document in reliance  upon and in  conformity  with  written  information
furnished to the Company by such holder of  Registrable  Shares and stated to be
specifically  for use  therein;  provided,  however,  that such  indemnification
obligations  shall not apply if the  Company  modifies  or changes to a material
extent written information  furnished by such Holder. Each holder of Registrable
Shares will, if Registrable Shares held by it are included in the


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securities  as to which  such  registration  is being  effected,  indemnify  the
Company,  Underwriters  and  Counsel  against all  claims,  losses,  damages and
liabilities (or actions, proceedings or settlements in respect thereof), arising
out of or based on any sale of Registrable  Shares made by such holder following
receipt by such  holder of written  notice  from the  Company,  Underwriters  or
Counsel that the  registration  statement filed with respect to such Registrable
Shares  contains  an  untrue  statement  of  material  fact or  omits to state a
material fact necessary in order to make the statements  made therein,  in light
of the circumstances under which they were made, not misleading.

                      (c) Each  party  entitled  to  indemnification  under this
Section 5 (the  "Indemnified  Party") shall give notice to the party required to
provide   indemnification   (the  "Indemnifying   Party")  promptly  after  such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought,  and shall  permit the  Indemnifying  Party to assume the defense of any
such claim or any litigation resulting therefrom,  provided that counsel for the
Indemnifying  Party,  who  shall  conduct  the  defense  of  such  claim  or any
litigation  resulting  therefrom,  shall be  approved by the  Indemnified  Party
(whose  approval  shall  not  unreasonably  be  withheld  or  delayed),  and the
Indemnified  Party may participate in such defense at such  Indemnified  Party's
expense.  No Indemnifying Party, in the defense of any such claim or litigation,
shall except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such  Indemnified  Party
of a release  from all  liability in respect to such claim or  litigation.  Each
Indemnified  Party shall furnish such information  regarding itself or the claim
in question as an  Indemnifying  Party may reasonably  request in writing and as
shall be  reasonably  required  in  connection  with  defense  of such claim and
litigation resulting therefrom.

           6.  Information  by  Holder of  Registrable  Shares.  Each  holder of
Registrable Shares shall furnish to the Company such information  regarding such
holder of  Registrable  Shares and the  distribution  proposed by such holder of
Registrable Shares as the Company may reasonably request in writing and as shall
be reasonably  required in connection with any registration  referred to in this
Agreement.

           7. Miscellaneous.

                      7.1 Governing Law. This agreement shall be governed by and
construed in  accordance  with the laws of the State of Florida  without  giving
effect to conflict of laws.

                      7.2 Successors and Assigns.  Except as otherwise  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties hereto.

                      7.3 Entire Agreement.  This Agreement constitutes the full
and entire  understanding  and agreement  between the parties with regard to the
subject matter hereof.

                      7.4  Notices,  etc.  All notices and other  communications
required  or  permitted  hereunder  shall be in  writing  and shall be mailed by
first-class mail, postage prepaid, or


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delivered by hand or by messenger or courier delivery service,  addressed (a) if
to an Investor,  at such Investor's address set forth on Exhibit A hereof, or at
such other  address as such  Investor  shall have  furnished  to the  Company in
writing, or (b) if to the Company at 28050 U.S. 19 North, Suite 502, Clearwater,
Florida 34621,  Attn:  President,  or at such other address as the Company shall
have furnished to each Investor and each such other holder in writing.

                      7.5 Delays or Omissions.  No delay or omission to exercise
any right,  power or remedy  accruing to any holder of any  Registrable  Shares,
upon any breach or default of the Company under this Agreement, shall impair any
such  right,  power or remedy of such holder nor shall it be  construed  to be a
waiver of any such breach or default,  or an acquiescence  therein,  or of or in
any similar breach or default thereunder occurring,  nor shall any waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
thereafter  occurring.  Any waiver,  permit,  consent or approval of any kind or
character  on the  part of any  holder  of any  breach  or  default  under  this
Agreement,  or any  waiver  on  the  part  of any  party  of any  provisions  of
conditions of this Agreement,  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this  Agreement,  or by law  or  otherwise  afforded  to any  holder,  shall  be
cumulative and not alternative.

                      7.6  Counterparts.  This  agreement may be executed in any
number of  counterparts,  each of which may be  executed by less than all of the
Investors,  each of which shall be  enforceable  against  the  parties  actually
executing such  counterparts,  and all of which  together  shall  constitute one
instrument.

                      7.7  Severability.  In the  case  any  provision  of  this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

                      7.8  Amendments.  The  provisions of this Agreement may be
amended at any time and from time to time,  and  particular  provisions  of this
Agreement  may be waived,  with and only with an agreement or consent in writing
signed by the Company and by the Investors currently holding fifty percent (50%)
of the Registrable Shares as of the date of such amendment or waiver.

                      7.9  Termination of  Registration  Rights.  This Agreement
shall  terminate  at such time as there  ceases to be at least  $500,000 in face
amount of outstanding  Preferred Shares which constitute  Registrable  Shares as
defined herein.




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<PAGE>


The foregoing  Registration  Rights  Agreement is hereby executed as of the date
first above written.

LASERGATE SYSTEMS, INC.                  INVESTOR



By:__________________________            By:__________________________

Name:________________________            Name:________________________

Title:_______________________            Title:_______________________



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