OFFICE BUILDING LEASE


State of Florida

County of Pinellas


         1. This Lease, made and entered into this 21st day of October,  1997 by
and between DCS Real Estate,  a Florida  Corporation  whose address for purposes
hereof is P.O. Box 5688 Clearwater, FL 33758 (hereinafter called "Landlord") and
Lasergate Systems, Inc. whose address for purposes hereof is Suite 230 (Building
K) 2189 Cleveland St. Clearwater, FL 33765 (hereinafter called "Tenant").

         2. LEASE OF PREMISES.  Landlord is the owner of Belcher Plaza an office
building (the  "Building",  containing  approximately  92,760 square feet "Gross
Rentable Area of Building") situated on certain real estate commonly known as 50
S.  Belcher  Rd.  Clearwater,  FL 34625  (the  Building  and real  estate  being
hereinafter  called  "Property").  Landlord  does hereby lease unto Tenant,  and
Tenant  does  hereby  lease  from  Landlord,   upon  the  terms  and  conditions
hereinafter set forth, approximately 10,160 square feet, (Tenants Gross Rentable
Area") of office space known and  described as Suite numbers 226 to 233 Building
K the lease space being  shown on Exhibit  "A"  attached  hereto and made a part
hereof (hereinafter called the "Premises").  Premises shall be improved as shown
on Exhibit "B" (floor plan) attached hereto prior to date of commencement of the
Term;  and  specifications  shown on Exhibit "C" (items  furnished  by landlord)
attached hereto. If Landlord or Landlord's  general  contractor upon the request
of the Tenant  installs or  constructs  any items or equipment for Tenant in the
space leased not contained in Exhibit "C', such items or equipment shall be paid
for by Tenant  within  ten (10)  days  after  receipt  of a bill  therefor.  SEE
ADDENDUM

         3. TERM. Subject to and upon the conditions set forth herein, Or in any
exhibit or addendum hereto,  this lease shall continue in force for a term of 60
months and 15 days  commencing  on the 15th day of November,  1997 and ending on
the 30th day of  November,  2002 unless  sooner  terminated  as herein  provided
(hereinafter referred to as "Term").

         4. CONDITION OF PREMISES.  Tenant's  taking  possession of the Premises
shall be  conclusive  evidence as against  Tenant that the Premises were in good
order and satisfactory  condition when Tenant took  possession.  No agreement of
Landlord  to alter,  remodel,  decorate,  clean or improve  the  Premises or the
Building and no  representation  respecting the condition of the Premises or the
Building  has been made by Landlord to Tenant  other than as may be contained in
this Lease or in a separate work letter agreement between Tenant and Landlord.

         5.  POSSESSION.  If  the  Premises  are  not  substantially  ready  for
occupancy on the date specified in Section 3 as the commencement of the Term, or
if for any reason Landlord cannot deliver  Premises to Tenant on said date, this
Lease shall remain in effect, and Landlord shall not be subject to any liability
therefor, but the commencement date of the Term shall be extended to the date on
which the Premises are substantially ready for occupancy, or any earlier date on
which the Premises  would have been  substantially  ready for  occupancy but for
delay  due to,  but not  limited  to any of the  following:  special  equipment,
fixtures or materials,  or changes,  alterations or add-ons requested by Tenant,
delay of Tenant in  submitting  plans,  supplying  information  or  approving or
authorizing plans, specifications,  estimates or other matters; or any other act
or omission of Tenant.  The expiration date of the ten-n shall be extended for a
like period.  If Tenant  shall occupy all or any part of the Premises  prior the
date specified in Section 3 for the  commencement  of the Term, all of the Term,
all of the


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covenants  and condition of this Lease,  including  the  obligation to pay Rent,
shall be binding upon the parties  hereto in respect of such occupancy as if the
first day of the Term, had been the date when Tenant began such  occupancy,  but
the  termination  date of the Tenn  shall not be  accelerated,  except  upon 'or
written consent of Landlord. SEE ADDENDUM: Financial Penalty

         6. RENT: Tenant shall and hereby agrees to pay landlord Rent during the
Term as follows:

         A. BASE RENT. Tenant shall pay, Landlord rent for the Premises ("Rent")
at the base annual rate of $98,552.00  payable in equal monthly  installments of
$8,212.67. from the commencement of the Term until notification from Landlord of
an  adjustment  of rental  rate in  accordance  with  Paragraph  31 hereof,  and
thereafter  until the end of the Tenn at the adjusted  annual rate determined in
accordance with Paragraph 31. Further,  Tenant hereby agrees to pay monthly,  as
additional  rent any sales or use tax,  or any other  tax,  which may be imposed
upon rents,  (excluding State and/or Federal Income Tax) now or hereafter by any
Federal,  State,  Local, or other governing body.  Sales tax at the commencement
date of this Lease is 7% of the monthly rent or $574.89 per month. SEE ADDENDUM

         B. TIME AND PLACE OF PAYMENT.  The Rent shall be paid 'in advance on or
before the first day of each calendar  month during the Term. If the Term begins
on a day other  than the first  day of a  calendar  month or ends on a day other
than the last  day of a  calendar  month,  the  Rent  for  such  month  shall be
prorated.  Tenant  shall pay the Rent to  Landlord at  Landlord's  office in the
Building,  or to such other  person or at such  other  place as  Landlord  shall
designate.  Tenants  covenant  to pay Rent shall be  independent  of every other
covenant  contained  in this Lease,  Should  Tenant be three (3)  business  days
delinquent  in any rental  payment due, then Tenant agrees to pay as a late rent
payment  charge  the  lesser  of 10% of the base  monthly  Rent or  $150.00,  in
addition to any Rent due hereunder.

         7. SECURITY DEPOSIT. As additional security for the faithful and prompt
performance  of its  obligations  hereunder,  Tenant has  concurrently  with the
execution of this Lease paid to Landlord  the sum of  $16,637.00  Said  security
deposit  may be applied by  landlord  for the  purpose of curing any  default or
defaults of Tenant hereunder, in which event Tenant shall replenish said deposit
in full by promptly paying to landlord the amount so applied- Landlord shall not
pay any interest on such  deposit,  except as required by law. If Tenant has not
defaulted hereunder, Landlord has not applied said deposit to cure a default and
Tenant has replenished the same, then said deposit,  or such applicable  portion
thereof,  shall be refunded to Tenant after the termination of this Lease.  Said
deposit  shall  not be  deemed  an  advance  payment  of  Rent or a  measure  of
Landlord's  damages for any default hereunder by Tenant. To the extent permitted
by law,  Landlord shall be entitled to commingle  Tenants  security deposit with
other funds of  Landlord.  In no event shall  Tenant be entitled to 'interest on
said deposit, except the extent required by applicable law.

         8.       ALTERATIONS.

         A. Tenant shall not,  without prior written  consent of Landlord,  make
any  alterations,  improvements,  additions  or  installations  or  perform  any
decorating,  painting,  or other  similar  work or in  about  the  Premises.  If
Landlord so consents,  before  commencement  of any such work or delivery of any
materials  into the Premises or the Building,  Tenant shall furnish the Landlord
for approval: architectural plans and specifications, names and addresses of all
contractors, contracts, necessary permit and licences, certificates of insurance
and  instruments  of  indemnification  and  waivers of lien  against any and all
claims, costs,  expenses,  damages and liabilities which may arise in connection
with such work, all in such form and amount as may be satisfactory to Landlord.


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Whether or not Tenant  furnishes the foregoing,  Tenant agrees to hold Landlord,
and Landlord's beneficiaries,  agents and employees forever harmless against all
claims and liabilities of every kind, nature and description which may arise out
of and in such manner as Landlord may from time to time designate.  Tenant shall
pay the cost of all such work and the cost of  decorating  the  Premises and the
Building occasioned thereby.  Upon completion of such work, Tenant shall furnish
Landlord  with  contractor's  affidavits  and full and final waivers of lien and
receipted bill covering all labor and materials  expended and used in connection
therewith.  All such works shall comply with all insurance requirements and with
all laws, ordinances, rules and regulations of all governmental authorities, and
shall be done in a good and  workmanlike  manner  with the use of good grades of
materials.  Tenant shall permit  Landlord to supervise and monitor  construction
operations  in  connection  with  such  work.  All  alterations,   improvements,
additions and installations by Tenant to or on the Premises, other than built-in
furniture, shall become part of the Premises at the time of their installations,
and shall remain upon and be surrendered under the Premises as a part thereof at
the  termination  or expiration of this Lease.  Consent of Landlord shall not be
unreasonably withheld.

         B.  Tenant  agrees not to suffer or permit any lien of any  mechanic or
materialman to be placed or filed against the Properly or the Premises.  In case
any such lien shall be filed,  Tenant shall immediately satisfy and release such
lien of record. If Tenant shall fail to have such lien immediately satisfied and
released of record, Landlord may, on behalf of Tenant, without being responsible
for making any investigation as to the validity thereof,  pay the amount of said
lien and  Tenant  shall  promptly  reimburse  Landlord  therefor.  Tenant has no
authority  or  power  to cause or  permit  any lien or  encumbrance  of any kind
whatsoever,  whether created by act of Tenant, operation of law or otherwise, to
attach to or be placed upon Landlords title or interest in the Premises, and any
and all liens and  encumbrances  created by tenant shall be attached to Tenant's
interest only.

         9.       SERVICES OF LANDLORD

         A. Landlord  covenants  that it will, at the proper  season,  from 8:00
o'clock A.M. to 6:00 P.M.  Monday  through  Friday and  Saturdays  from 8:00 A.M
until 1:00 P.M.  (Holidays  excepted)  furnish electric power as provided herein
water,  heat and air conditioning  sufficient in Landlords  judgment to keep the
premises comfortable for use and occupation,  Further, Landlord shall make every
effort to comply with governmental  guidelines regarding energy conservation and
temperature  regulation.  Tenant shall be permitted at least one "3 hr override"
per day to cool or beat space additional hours.

         B. Landlord will furnish electric power only for lighting  purposes and
operating  small  business  machines  such as small  computers,  copiers and fax
machines.  Electric  power,  and  installations  for any and all other equipment
beyond  those  stated on Exhibits  "B" and "C" shall be at Tenants sole cost and
expense.

         C.  Landlord  will cause the  Premises  and  Building to be cleaned and
generally  cared for by its  janitor in  accordance  with the  standards  of the
Building, five days weekly, excluding Holidays.

         D.  Landlord  shall not be liable in damages by abatement  of rent,  or
otherwise,  for failure to furnish or delay in furnishing  electric power, heat,
air  conditioning,  water or janitorial  service when such failure to furnish or
delay in furnishing is caused,  in whole or in part, by the need for repairs,  a
strike or labor controversy, the inability to secure fuel for the building, any,
accident or casualty,  unauthorized  act or default by janitors,  other tenants,
Tenant,  or  employees of Landlord,  or any cause beyond  reasonable  control of
landlord.  Any such failure or delay in furnishing  any service shall be without
liability  of  Landlord  to Tenant and shall not be deemed to be an  eviction or
disturbance in any manner or Tenants use and possession of the


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Premises or relieve  Tenant from its obligation to pay Rent when due or from any
other obligation  hereunder.  Nor shall Landlord be liable for injury to persons
or property  caused by any defects in the heating,  air  conditioning,  electric
power or water  system  or  arising  out of  failure  to  furnish  heating,  air
conditioning, water, electric power, and janitorial service.

         10.      LANDLORD'S REPAIRS.

         A.  Landlord  shall  have no duty to  Tenant  to make any  repairs  and
improvements  to Building  except  structural  repairs  necessary for safety and
tenant ability; and maintenance and repair of all plumbing, lines, and equipment
installed for the general supply of hot and cold water, heat,  ventilation,  air
conditioning,  and electricity,  except that Tenant shall be responsible for any
and  all  repairs  attributable  to  obstructions  or  objects  deliberately  or
inadvertently  introduced or placed in the fixtures or lines leading  thereto by
Tenant, its employees,  servants,  agents, licensees or invitees; and such other
repairs as provided for herein.

         B. Landlord shall not be liable for any damage to any property, whether
or not owned by Tenant,  in the  Premises or in or near the  Building  caused by
gas,  smoke,  water,  rain, ice or snow,  which may leak into, or issue from any
part of the  Building.  Landlord  shall not be liable for any damage  whatsoever
either to person  or  property  sustained  by  Tenant  or other  persons  due to
Building or any part thereof being out of repair, or due to the happening of any
accident in or about Building,  or due to any act of negligence of any tenant or
occupant of Building or any other person.  Tenant shall use it's best efforts to
correct  or  prevent  any roof  Leakage  or  leakage  of any  nature  within the
reasonable control of Landlord.

         C. Landlord may enter the Premises at all reasonable times to make such
repairs and  alterations  to the Premises or any  property or equipment  located
thereon as Landlord shall desire,  deem necessary or be required to do so by any
governmental authority or judicial order.

         D.  Tenant  agrees to report  immediately  in Writing to  Landlord  any
defective  condition in or about  Premises or building  known to Tenant  whether
Landlord is  obligated  to make such  repair or not,  and  negligent  failure to
report  shall  make  Tenant  liable to  Landlord  for any  expense  of damage to
Landlord resulting from such failure to notify.

         11. USE OF  PREMISES.  Unless  other uses are  specifically  stated and
authorized  herein the Premises  shall be used and occupied by Tenant solely for
the purpose of office space.  The Premises shall not be occupied or used for any
illegal purpose nor violation of any valid regulation of any  governmental  body
nor m any manner which would injure the  reputation of the Building,  nor in any
manner to create any nuisance or trespass, nor in any manner to invalidate or to
increase the premium rate for any policy of insurance carried on the building or
covering  its  operation  or to violate the terms  thereof.  Tenant will pay all
increased  insurance  premiums on said Building  which may be caused by Tenant's
use or occupancy of the Premises, which increase said insurance loss risk.

         12. QUIET  ENJOYMENT.  If Tenant shall pay the rent reserved herein and
other amounts to be paid by tenant to landlord,  and well and  faithfully  keep,
perform and reserve  all of the  covenants,  agreements  and  conditions  herein
stipulated  to be kept,  performed  and observed by Tenant,  Tenant shall at all
times  during the term of this Lease have the  peaceful  and quiet  enjoyment of
said Premises  without  hindrance of Landlord,  or any person lawfully  claiming
under  Landlord,  subject,  however,  to the term of this Lease and any mortgage
provided for in Paragraph 27.



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         13. ASSIGNMENT AND SUBLETTING. Tenant may not, without the poor written
consent of Landlord, assign this lease or any interest thereunder, or sublet the
premises  or any part  thereof,  or permit the use of the  Premises by any other
party  other than  Tenant.  Such  consent  shall not be  unreasonably  withheld.
Consent to one  assignment or sublease shall not destroy or waive this provision
and all later  assignments  arid subleases  shall likewise be made only upon the
poor written consent of Landlord. Subtenants or assignees shall become liable to
Landlord for all  obligations  of Tenant  hereunder  without  relieving  tenants
liability  therefor.  No such ass or  sublease  shall be  terminated,  canceled,
surrendered, modified or otherwise affected m any way to the detriment of any of
Landlord's  rights without  written  consent of Landlord.  No such assignment or
Sublease shall  terminate or be terminated by reason of the  termination of this
lease  unless  the  Subtenant   shall  be  given  notice  by  Landlord  of  such
termination. Further, in the event a Sublease or Assignment is made, as provided
above,  Tenant shall pay to the Landlord a charge of Two Hundred  Fifty  Dollars
(250.00)  in order to  reimburse  Landlord  for all of the  necessary  legal and
accounting services required to accomplish such subletting or Assignment.

         14.  REPAIRS BY TENANT.  Tenant shall during the Term of this Lease and
any renewal or extension thereof, at its sole expense,  keep the interior of the
space  leased  in  as  good  order  and  repair  as it is at  the  date  of  the
commencement  of this lease,  reasonable wear and tear and damages by accidental
fire or other  casualty  excepted.  Further,  Tenant agrees to use chair mats or
other suitable protection,  at Tenant's expense, to prevent deterioration of the
carpet or floor  covering.  If any damage shall be caused by the  negligence  of
Tenant, its agents, employees, or invitees,  Landlord may, at its option, repair
such damage, whether caused to the Building or tenants thereof, and Tenant shall
thereupon  reimburse Landlord for the cost of repairing such damage, both to the
Building and to the tenants thereof within ten days of being billed therefor.

         15. PROPERTY OF TENANT.  Tenant may (if not in default hereunder) prior
to the expiration of the Lease,  or any extension  thereof,  remove all personal
property which has placed in the Premises,  provided  Tenant repairs all damages
to the  Premises  caused by such  removal,  and  restores  said  Premises to the
original condition, reasonable wear and tear excepted.

         16.  DAMAGE  OR THEFT OF  PERSONAL  PROPERTY.  Tenant  agrees  that all
personal property brought into the Premises shall be at the risk of Tenant only,
and  Landlord  shall  not be liable  for theft  thereof  or any  damage  thereto
occasioned by any acts of any tenants, or other occupants of the Building or any
other person.

         17. INSURANCE. Tenant shall maintain at its own cost and expense:

         A. Fire and Extended Coverage  Insurance in an amount adequate to cover
the cost of replacement of all  decorations,  improvements,  and contents in the
space leased in the event of fire,  vandalism,  theft,  malicious  mischief,  or
other casualty generally included in extended coverage policies.

         B. Public  Liability  Insurance  on an  occurrence  basis with  minimum
limits of liability in an amount of One Million ($1,000,000) Dollars, for bodily
injury, personal injury, or death to any one or more persons, and Fifty Thousand
($50,000) Dollars with respect to damage to property.

         18.      WAIVER OF CLAIMS AND INDEMNITY.

         A. Tenant  hereby  releases  and waives all claims  against  Landlord.,
Landlord's  agents and  servants  for injury or damage to  person,  property  or
business sustained in or about the Building or the Premises by Tenant,


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its agents, employees or servants, which injury or damages results from any act,
neglect,  occurrence  or  condition  in or about the  building or the  Premises,
except to the extent that such injury or damage is caused by the  negligence  or
willful or wanton act or omission of Landlord,  Landlord's agents,  employees or
servants.

         B. Tenant agrees to indemnify and hold  harmless  Landlord,  Landlord's
agents,  employees, and servants against any and all claims, demands, costs, and
expenses of any kind and nature,  including  reasonable  attorneys' fees for the
defense  thereof,  arising  from  Tenants  occupancy of the Premises or from any
breach or default on the part of Tenant in the  performance  of any agreement of
Tenant to be performed  pursuant to the terms of this Lease,  or from any act or
neglect of Tenant, its employees,  agents, servants, invitees or customers in or
about the Premises.  In case any such  proceeding is brought against any of said
persons, Tenant covenants to defend such proceeding at its sole cost and expense
by legal counsel reasonably satisfactory to Landlord, if requested by Landlord.

         19. NO ESTATE IN LAND.  This Lease  shall  create the  relationship  of
Landlord and Tenant  between  Landlord  and Tenant;  no estate shall pass out of
Landlord; and Tenant has only a usufruct which is not subject to levy and sale.

         20.  COMPLIANCE  WITH LAWS.  Both Landlord and Tenant shall comply with
all applicable laws,  statues,  ordinances,  and regulations of duly constituted
public  authorities now or hereafter 'in any manner  affecting the space leased,
specifically  including but not limited to those provisions  regarding  default,
eviction,  and the due process of law, whether or not any such laws,  ordinances
or regulations  which may be hereafter enacted involve a change of policy on the
part of the  governmental  body  enacting the same.  Lessee  agrees,  at its own
expense,  to promptly comply with all  requirements  of any legally  constituted
public authority necessitated by reason of Lessee's occupancy of said Premises.

         21. HOLDING OVER. If Tenant  retains  possession of the Premises or any
part thereof after the  termination of this Lease by lapse of time or otherwise,
Tenant shall pay to Landlord  the monthly  installments  of Rent,  at double the
rate payable for the month immediately  preceding said holding over, computed on
a per- month basis,  for each month or part thereof  (without  reduction for any
such  partial  month) that Tenant thus  remains in  possession  and, in addition
thereto,  Tenant  shall pay to  Landlord  all direct and  consequential  damages
sustained by reason of Tenant's retention of possession.  Alternatively,  at the
election of Landlord  expressed in a written notice to Tenant and not otherwise,
such retention of possession by Tenant shall  constitute a renewal of this Lease
on all the terms and conditions  contained  herein for a period of one year. The
provisions  of this  Section 21 shall not be deemed to limit or  exclude  any of
Landlords rights of reentry or any other right granted to Landlord  hereunder or
under law.

         22.      EMINENT DOMAIN.

         A. In the event the whole or any  substantial  part of the  Building or
the  Premises  shall be taken or condemned by any  competent  authority  for any
public or quasi-public use or purpose, this Lease shall terminate as of the date
of  taking  of  possession  by the  condemning  authority,  and  Rent  shall  be
apportioned as of said date.

         B. In the event less than a  substantial  part of the  Building  or the
Premises  shall be taken or  condemned  for any  public or  quasi-public  use or
purpose, or if any adjacent property or street shall be condemned or improved in
such  manner  as to  require  the  use of any  part  of the  Premises  or of the
Building,  then at the  election  of Landlord  expressed  by delivery of written
notice to Tenant within ninety days after said date of taking,  condemnation  or
improvement,  this Lease shall  terminate as of said date without any payment to
Tenant therefor.


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         C.  Landlord  shall be entitled  to receive  the entire  award from any
taking or condemnation  without any payment to Tenant, and Tenant hereby assigns
to Landlord Tenants interest, if any, in such award-, provided,  however, Tenant
shall be entitled to receive any award or portion of specifically  designated as
being compensation for Tenant's movable trade fixtures,  improvements  installed
by Tenant and/or Tenants an award relocation expenses.

         23.      DAMAGE BY FIRE OR OTHER CASUALTY.

         A. If the Building or the Premises are made substantially  untenantable
by fire or other casualty Landlord may elect either to:

                  (i) terminate  this Lease as of the date of such fire or other
casualty by delivery of notice of  termination  to Tenant within sixty (60) days
after said date; or

                  (ii)  without  termination  of this  Lease  proceed  with  due
diligence to repair,  restore,  or  rehabilitate  the Building or the  Premises,
other than leasehold improvements paid by Tenant, at Landlord's expense.

         B. If the  Premises  or the  Building  are  damaged  by  fire or  other
casualty,  but are not made  substantially  untenantable,  then  Landlord  shall
proceed with due  diligence to repair and restore the Building or the  Premises,
other than leasehold  improvements paid for by Tenant, unless such damage occurs
during the last twelve  months of the Term, in which event  Landlord  shall have
the right to terminate  this Lease as of the date of such fire or other casualty
by delivery or written  notice  termination  to Tenant  within thirty days after
said date.

         C.  If all or any  part  of the  Premises  are  rendered  substantially
untenantable  by fire or other casualty and this Lease is not  terminated,  Rent
shall abate for all or said part of the Premises which are untenantable on a per
diem basis from and after the date of the fire or other  casualty  and until the
Premises are repaired and restored.

         24. RIGHTS OF RECOVERY.  Landlord and Tenant agree to have all fire and
extended  coverage  and  material  damage  insurance  which may be carried  with
respect to the  Premises or to the  property  located  therein  endorsed  with a
clause substantially as follows: "This insurance shall not be invalidated should
the  insured  waive in  writing  poor to a loss any or all  rights  of  recovery
against any part for loss occurring to the property described "herein". Landlord
and Tenant  hereby waive all claims for recovery from each other for any loss or
damage to them or to any of their property  insured under valid and  collectible
insurance  policies to the extent of the proceeds collected under such insurance
policies.

         25.  ENTRY BY LANDLORD.  Landlord may enter the Premises at  reasonable
hours to exhibit the same to prospective  purchasers or tenants,  to inspect the
Premises to see that the Tenant is complying with all its obligations hereunder,
to make  repairs  required of  Landlord  or deemed  necessary  or  desirable  by
Landlord  under the terms hereof or necessary to Landlords  adjoining  property,
and to conduct and monitor the satisfactory  completion of services  provided by
Landlord.  The  Landlord  shall  also  be  allowed  to take  any and all  needed
materials  and equipment  that may be required to make such repairs,  additions,
alterations, and improvements into and through the Premises without being liable
to Tenant in any manner  whatsoever.  During the time such work is being done in
or about the  Premises,  the Rent  provided  herein shall in nowise  abate,  and
Tenant  waives any claim and cause of action  against  Landlord  for  damages by
reason of interruption to Tenants business or loss of


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profits therefrom.

         26. CHANGE OF PREMISES.  If the space  described  herein  contains less
than 2,500 square feet,  Landlord  reserves the right to remove  Tenant to other
similarly  improved  space in said  Building (and such new space shall be deemed
the Premises for all purposes  hereunder)  on sixty (60) days notice,  Tenant to
have the option  within ten (10) days from the date of such notice to agree with
Landlord  upon new space.  In case  Landlord  and Tenant do not agree within ten
(10) days upon the terms of removal,  then the Lease shall  become null and void
and of no further  effect,  after sixty (60) days from the date of above notice.
Landlord  agrees to pay expenses not exceeding the amount of one (1) months base
rental for moving Tenant to the new space agreed upon,  subject to adjustment by
Tenant a authentication of Tenant's actual relocation expenses.

         27. MORTGAGEE'S RIGHTS. Tenant agrees that this Lease and the rights of
Tenant shall be and are hereby made subject and  subordinate to any loan deed or
mortgage to the full extent of all debts and charges  secured thereby and to any
renewals  or  extensions  of any part  thereof  and to any loan deed or mortgage
which any owner of the Building or Property may hereafter, at any time, elect to
place on the  Building and Tenant  agrees upon request to hereafter  execute any
papers which counsel for Landlord may deem necessary to accomplish that end and,
in default of Tenant so doing,  Landlord  is hereby  empowered  to execute  such
paper or papers in the name of  Tenant as the act and deed of  Tenant,  and this
authority is hereby  declared to be coupled with an interest and not  revocable.
In the event of  foreclosure  pursuant to any such loan deed,  Tenant  agrees to
attorn to the purchaser  pursuant to any foreclosure sale, and, at the option of
such purchaser,  Tenant shall  thereafter  remain bound pursuant to the terms of
this Lease as if a new and identical lease between such purchaser,  as Landlord,
and Tenant,  as Tenant,  had been  entered  into for the  remainder  of the Term
hereof.

         28. EXTERIOR SIGNS.  Tenant shall not paint or place signs visible upon
or from the windows or corridor doors of the Premises  except with prior written
consent of Landlord:  and Tenant shall place no signs upon the outside  walls or
the roof of the Premises or Building.

         29. NOTICES. Any written notice required or allowed by this Lease to be
given to either  Landlord  or Tenant  shall be deemed  delivered  when mailed by
certified or registered  mail postage prepaid and deposited in the United States
mail properly  addressed to the parties at the addresses that appear after their
names at Paragraph I herein above.

         30. RULES AND  REGULATIONS.  The Rules and  Regulations m regard to the
Building,  attached hereto as Exhibit "D", and all Rules and  Regulations  winch
Landlord may hereafter from time to time adopt and promulgate for the government
and management of said Building, are hereby made a part of this Lease and shall,
during the term of this Lease be in all things  observed and performed by Tenant
and Tenant's clerks, employees servants and agents Tenant does hereby accept and
agree for itself,  its employees,  agents,  clients,  customers,  invitees,  and
guests,  to abide by, uphold and fully comply with the Rules and  Regulations as
shown on  Exhibits  "D" and  with  such  reasonable  modifications  thereof  and
additions  thereto as Landlord may make.  Insofar as the attached standard Rules
and Regulations conflict with any of the terms and provisions of this Lease, the
terms and  provisions of thus Lease shall  control.  Tenant  further agrees that
Landlord  shall have the right to waive any or all such rules in the case of any
one or more tenants in the Building without affecting Tenants  obligations under
this  Lease  and the  Rules  and  Regulations  and that  Landlord  shall  not be
responsible  to Tenant for the  failure of any other t to comply  with the Rules
and Regulations.

         31.  ADJUSTMENT  OF RENTAL RATE.  The monthly base rent for each twelve
month period  subsequent  to the first  complete  Twelve month period  occurring
during the term of this Lease or any renewal


                                        8

<PAGE>



thereof  shall be computed  by  multiplying  the base rent,  as set forth in the
Paragraph titled, "Rent & Security Deposit", by a fraction whose numerator shall
by the Consumer Price Index (US. City Average-  (1967=100)- All items, Bureau of
Labor  Statistics of the United States  Department of Labor) for the third month
prior to the appropriate  anniversary date and whose  denominator  shall be said
Consumer  Price  Index  (US.  City  Average-All  items)  for  the  month  of the
commencement date of this Lease,  provided that in no event shall such base rent
be less  than the base rent  stated in the  Paragraph  titled  "Rent &  Security
Deposit".  In the  event  that  the  Consumer  Price  index  shall  cease  being
published,  Lessor shall have the right to substitute a similar  index  covering
the appropriate time period.  The Lessor shall notify the Lessee of the adjusted
monthly base rent, in writing  prior to the  respective  anniversary  date or as
soon  thereafter  as possible if such rent  adjustment  occurs.  If the Consumer
Price  Index  for the  third  mouth  poor to the  anniversary  date has not been
published at the time Lessor wishes to make  notification to Lessee,  Lessor may
compute  the new rent using the latest  month  available.  The agrees to pay the
adjusted  monthly base rent together with any applicable  taxes,  (sales and use
tax) on the first day of each and every  month for the  following  twelve  month
period or for those  months  remaining  in said  period  after  modification  by
Lessor,  however,  the Lessee  shall not be liable for rent  adjustment  for any
portion of any twelve month period prior to notification by Lessor.

                  Notwithstanding   any  waiver  by  the   corporation  of  rent
otherwise chargeable hereunder, the corporation shall at all times be authorized
to calculate and charge annual rent  adjustments  without  regard to such waiver
CPI,  when  applicable,  will not exceed 7% nor be less than 2% SEE ADDENDUM for
Rent Schedule

         32.      REMEDIES OF LANDLORD.

         A.       In the Event:

                  (i)  Tenant defaults in  the payment of Rent and does not cure
 the default within five (5) days after written demand;
                  (ii) Tenant defaults in the prompt and full performance of any
other  provision  of this  Lease or fails to  comply  with any of the  Rules and
Regulations now or hereafter established for the government of the Building, and
does not cure the  default  within  fifteen  (15) days after  written  demand by
Landlord  that the default be cured or with  respect to a default  which  cannot
reasonably be cured within fifteen (15) days. Tenant fails to commence such cure
within said fifteen (15) day period or fails to  diligently  conclude  such cure
thereafter,
                  (iii) Tenant makes an assignment for the benefit of creditors,
admits  its  inability  to pay its debts or takes any  action  towards a general
compromise of its debts or a composition with its creditors;
                  (iv) All or any  substantial  part of the  assets  of  Tenant,
including the leasehold interest  hereunder of Tenant, are attached,  seized, or
become subject to a writ or distress warrant, are levied upon or come within the
possession  of any  receiver,  or assignee for the benefit of creditors and such
attachment, seizure, writ warrant or levy is not withdrawn or removed within ten
(10) days after becoming effective;
                  (v) A notice of lien or levy if filed  with  respect to all or
any of Tenants assets located on the Premises by any federal,  state,  county or
municipal body,  department,  agency or instrumentality  for taxes or debts then
owing by Tenant and such notice is not released or withdrawn  within twenty (20)
days after its filing;
                  (vi) A judgment of other claim  becomes a lien or  encumbrance
upon all or any of Tenant's  assets located on the Premises and such judgment or
claim is not  vacated or  satisfied  within  twenty (20) days after its entry or
filing; or
                  (vii) Any  petition  is filed by or against  Tenant  under any
section or chapter of the National Bankruptcy Act;
                  (viii)  Tenant  vacates or abandons  the  Premises or fails to
take possession of the Premises within fifteen (15) days after the  commencement
of the Term;


                                        9

<PAGE>




then  and in any  such  event  Landlord  may,  if  Landlord  so  elects,  either
immediately  terminate this Lease and Tenant's right  possession of the Premises
or, without  terminating  this Lease,  immediately  terminate  Tenant's right to
possession of the Premises.

         Notwithstanding  the  foregoing,  Landlords  all be  obligated  to give
notice of default in payment of Rent and Tenant  shall have the  aforesaid  five
day  grace  period in which to cure such  default,  only one time each  calendar
year, any subsequent default entitling Landlord  immediately to exercise any one
or move of the  remedies  it may  have at law or as  hereinafter  provided  upon
default be Tenant.

         B. In the event  Landlord  elects,  pursuant to subsection A above,  to
terminate  this  Lease  and  Tenant's  right to  possession,  Landlord  shall be
entitled to recover  immediately  from Tenant  liquidated  damages 'in an amount
equal to the present value of all Rent  reserved  hereunder for the remainder of
the Tenn  following such  termination  (discounted at the rate of 6% annum) plus
all unpaid  Rent and other sums then owed by Tenant to  landlord  at the time of
such  termination;  provided,  however,  that from and after the full payment to
Landlord of such liquidated damages Landlord shall refund to Tenant on the first
day of each  month  during  the  remainder  of the term an  amount  equal to the
monthly Rent  received by Landlord  upon any  reletting of the Premises less all
Landlord's  expenses of reletting,  but in no event shall any such refund exceed
the monthly Rent reserved hereunder Landlord's said refund obligations shall not
be binding upon any mortgagee 'in the event of any mortgage foreclosure.

         C. In the event  Landlord  elects,  pursuant to subsection A above,  to
terminate  Tenant's  right to possession  only without  terminating  this Lease.
Landlord may, at Landlord's option enter into the Premises, remove Tenants signs
and other evidence of tenancy, and take and hold possession thereof, as provided
in subsection E below,  provided,  however, that such entry and possession shall
not terminate this Lease or release  Tenant,  'in whole or in part, from Tenants
obligation  to pay Rent  reserved  hereunder for the full Term or from any other
obligation  of Tenant under this Lease.  If the rent  collected by Landlord upon
any reletting of the Premises for Tenants  account is  insufficient  to pay when
due the full amount of all unpaid Rent and other sums owed by Tenant to Landlord
plus all of Landlord's expenses of reletting,  Tenant shall pay to Landlord from
time to time the amount of each monthly deficiency promptly upon demand.

         D. Upon and after  Landlord's  entry  into  possession  with or without
termination  of this Lease,  Landlord  may, but need not , relet the Premises of
any part thereof to any person,  firm or corporation other than Tenant, for such
Rent,  for such Term and upon such  conditions  as Landlord in  Landlord's  sole
discretion  shall  determine,  and Landlord  shall not be required to accept any
Tenant  offered  by  Tenant   (provided  that  such  acceptance   shall  not  be
unreasonably  refused) or to observe any instructions given by Tenant concerning
such  reletting.  In any such case,  Landlord  may incur  expenses  for repairs,
alterations,  improvements,  additions and  decorations of or to the Premises of
the  extent  deemed  necessary  or  desirable  by  Landlord  for the  purpose of
reletting the Premises.  All such  expenses  plus all brokers!  commissions  and
attorneys'  fees  incurred by Landlord in  connection  with any reletting of the
Premises shall be included as "Landlord's expenses of reletting" as that term is
used in subsections B and C above.

         F.  Upon  termination  of  this  Lease,  whether  by  lapse  of time or
otherwise,  or upon any  termination  of  Tenant's  right to  possession  of the
Premises upon  termination of the Lease,  Tenant shall  surrender and vacate the
Premises immediately and deliver possession thereof to Landlord in a clean, good
and  tenantable  condition,  ordinary wear and damage by fire or other  casualty
excepted.  Upon any  termination  which  occurs other than by reason of Tenant's
default , Tenant  shall be  entitled to remove from the  Premises  all  built-in
furniture and


                                       10

<PAGE>



carpeting,  provided  that Tenant  shall repair all damage  resulting  from such
removal and shall  restore the  Premises in a  tenantable  condition.  All other
additions,  decorations,  fixture hardware,  and all improvements,  temporary or
permanent, in or about the Premises, whether placed there by Tenant or Landlord,
shall unless  Landlord  directs their removal,  remain  Landlord's  property and
shall remain upon the Premises  without  compensation,  allowance,  or credit to
Tenant.  In the event possession is not immediately  delivered to Landlord or if
Tenant shall fall to remove all such  property  which is entitled or directed to
remove. Tenant hereby grants to Landlord full and free license to enter into and
upon the Premises with or without process of law for the purpose of returning to
Landlord the Premises as of Landlord's  former estate, to expel or remove Tenant
and any  others  who may be  occupying  the  Premises  and to remove any and all
property  there from using such force as may be necessary,  without being deemed
guilty  of  trespass,  eviction  or  forcible  entry or  detainer,  and  without
relinquishing Landlord's right to Rent or any other right hereunder.

         E. Any and all  property  winch may be  removed  from the  Premises  by
Landlord pursuant to subsection E above or pursuant to law shall be conclusively
presumed  to have been  abandoned  by Tenant  and title  therein  shall  pass to
Landlord without any cost by setoff , credit or otherwise,  and Landlord may, at
its option:

                  (i) accept title to such  property in which event Tenant shall
be  conclusively  presumed to have conveyed such property to Landlord under this
lease as a bill of sale;

                  (ii)  at Tenant's expense, dispose  of  such  property  in any
 manner that Landlord shall choose; or

                  (iii) at Tenant's expense, store such property.

In no event, however, shall Landlord be responsible for the value,  preservation
or safe keeping of such property.

         F. Tenant shall pay upon demand all of Landlord's costs,  charges,  and
expenses,   including  reasonable  attorney's  fees,  incurred  by  Landlord  in
enforcing Tenant's obligations hereunder.

         G. If Tenant shall default in the performance of any of its obligations
hereunder and said default shall  continue after the expiration of any notice or
grace period  herein  provided,  Landlord may perform  such  obligation  for the
account  and  expense  of Tenant  without  notice,  and Tenant  shall  reimburse
Landlord therefor upon demand.

         H. All  rights  and  remedies  of  Landlord  upon this  Section  32 and
elsewhere in this Lease shall be  distinct,  separate  and  cumulative  and none
shall  exclude any other night or remedy of Landlord  set forth in this Lease or
allowed by law.  Tenants  obligations  under this  Section 32 shall  survive the
expiration of the Term.

         33. ESTOPPEL CERTIFICATE. Tenant shall from time to time, upon not less
than ten (10) days prior  written  request by  Landlord,  deliver to  Landlord a
statement in writing certifying;

         A. that this Lease is unmodified and in full force and effect,  or , if
there have been  modifications  that the Lease  modifications  that the Lease as
modified is in full force and effect.

         B.       the dates to which Rent and other charges have been paid; and


3
                                       11

<PAGE>



         C. that Landlord is not in default under any provision of this Lease or
if in default, a detailed description thereof.

         34.  BROKERAGE  REPRESENTATION.  Tenant  represents  it has not had any
deals with any  Realtor,  broker,  agent,  or  finder,  in  connection  with the
procuring or negotiation of this Lease other than  Commercial  Partners  Realty,
Inc. (CPR) whom will be compensated by Landlord according to a written agreement
between Scott Clendening of CPR and Daniel Slesser of D.C.S.  Real Estate,  Inc.
further, Tenant hereby indemnifies and waives any claim against Landlord for any
such fee unless stated in writing to the contrary.

         35.      MISCELLANEOUS.

         A. All unpaid  amounts due to Landlord  under this Lease for Rent shall
bear interest at 15 percent annum or the highest legal rate,  whichever is less,
from the date due until paid. All other amounts due to Landlord under this Lease
shall be considered, for purposes of this Paragraph 35A, as Rent.

         B. All of the representations,  agreements, and obligations of Landlord
are contained herein, and no modification  waiver or amendment of the provisions
of this Lease  shall be binding  upon  Landlord  unless in writing and signed by
Landlord or by a duly authorized agent of Landlord.

         C.  Submission of this instrument by Landlord to Tenant for examination
shall not bind Landlord in any manner, and no lease, option, agreement to lease,
or other  obligation of Landlord shall arise until this  instrument is signed by
Landlord and delivered to Tenant.

         D. No rights to light or air over any  property,  whether  belonging to
Landlord or to any other person, are granted to Tenant by this Lease.

         E. No receipt of money by Landlord from Tenant after the termination of
this Lease or Tenants right to  possession  of the Premises,  the service of any
notice,  the  commencement  of any suit, or any final judgment for possession of
the  Premises  shall  reinstate,  continue or extend the Term or affect any such
event.

         F. No waiver of any default of Tenant  hereunder  shall be implied from
any failure by Landlord to take any action on account of such default whether or
not such default persists or is repeated, and no express waiver shall affect any
default  other than the default  specified  in such waiver and then only for the
time and to the extent therein stated.

         G. Each provision hereof shall be binding upon and inure to the benefit
of the  Landlord  and Tenant and their  respective  heirs,  assigns,  executors,
administers, legal representatives and successors,

         H. The headings or captions of Sections are for  convenience  only, and
are not part of this  Lease,  and shall not  affect the  interpretation  of this
Lease.

         I. Tenant hereby consents  to  any future assignment by Landlord of any
 part or all of its rights hereunder.

         J. This Lease  instrument  shall not be recorded by the Tenant  without
the execution and  acknowledgment of an appropriate  memorandum or short form of
this Lease and Landlord's prior written consent.


                                       12

<PAGE>




         K. Landlord in its sole  discretion may request that tenant not utilize
more than 5.25  parking  spaces per 1,000 sq ft of leased space by tenant or its
employees or invitees.

         36. RADON DISCLOSURE:  Radonisanaturally g radioactive gas that when it
had accumulated in a building in sufficient  quantities may present health risks
to persons who are exposed to it over time.  Levels of radon that exceed federal
and guidelines have been found in buildings in Florida.  Additional  information
regarding radon and radon testing may be obtained from your county public health
unit.

         37.  AMERICANS  DISABILITIES  ACT: Tenant at Tenants sole expense shall
comply with all laws,  rules orders,  ordinances,  directors,  regulations,  and
requirements of federal,  state, county, and municipal  authorities now in force
or which shall impose any duty upon  Landlord or Tenant with respect to the use,
occupation  or alteration of the Premises,  including,  without  limitation  the
Americans with Disabilities Act.

         38. RIDER- All riders,  exhibits,  and guaranty  forms attached to this
Lease and signed or  initialed by Landlord and Tenant are made a part hereof and
are incorporated herein by reference.

SEE ADDENDUM: two (2) pages signed by all parties

                          Time is of the  essence  with  regard  to all terms of
this lease.

IN WITNESS  WHEREOF,  Landlord and Tenant have caused this instrument to be duly
executed as of the date first written above.

LESSOR:                             LESSEE:
DCS Real Estate, Inc.               Lasergate Systems, Inc.


By:______________________________   By:_________________________________________
Daniel Slesser, President           Philip Signore, VP Chief Financial Officer


Witness: x                          Witness: x


Printed: x                          Printed: x

Witness: x                          Witness: x


Printed: x                          Printed: x


                                       13

<PAGE>






                                       14

<PAGE>





ADDENDUM:

(1)  GENERAL:  First full months rent (for  period of 12/1/97 to  12/31/97)  and
security deposit (equal to 1 and 1/2 times monthly rent in year 5) shall be paid
concurrently  with Lease execution.  Rent for the period of 11/15/97 to 11/30/97
($4,106.33 plus Sales tax of $292.01) shall be due at time of move-in.

(2) RENT SCHEDULE: the following shall supersede Paragraph 31 during the initial
term of Lease (e.g.; prior to any renewals)

<TABLE>
<CAPTION>

YR#  Term:                      $ per SF  Rent       Tax @ 7%  Total Monthly Payments
---  -----                      --------  ----       --------  ----------------------
<S>  <C>                        <C>        <C>        <C>       <C>

1    15/Nov/97 to 30/Nov/98      $9.70    $8,212.67     $574.89     $8,787.55
2    1/Dec/98 to 30/Nov/99       $11.10   $9,398.00     $657.86    $10,055.86
3    1/Dec/99 to 30/Nov/2000     $12.10   $10,244.67    $717.13    $10,961.79
4    1/Dec/2000 to 30/Nov/2001   $12.60   $10,668.00    $746.76    $11,414.76
5    1/Dec/2001 to 30/Nov/2002   $13.10   $11,091.33    $776.39    $11,867.73

</TABLE>

(3) RENEWAL  OPTIONS:  This  provision  applies only to the initial term of said
lease and not to any renewals: Provided Tenant is not in default under the Terms
of this  Lease,  Tenant will be granted an option to renew this Lease at the end
of Lease term for a period of either a 1, 2 , 3, 4 or 5 year term under  similar
terms and conditions with rent escalations  based on the CPI but no greater than
7% annually  nor less than 2%. Year 1 (of the new Lease term) base rate shall be
at a CPI (as  referred  to in Parag.  31)  escalation  from year 5 of this Lease
using, however, a base rate of $13.25 for Year 5 for purposes of calculating the
first year of renewal term.  Should such renewal  option be exercised,  Landlord
agrees to furnish tenant  improvement dollar amounts as follows which instead of
T.I. allowance may credited toward a rate reduction:

Term of Renewal    Tenant Improvements or Rate Reduction at Tenants option:

1 Year Renewal:    $1.00 per square foot allowance paid by landlord
2 Year Renewal:    $2.00 per square foot allowance paid by landlord
3 Year Renewal:    $3.00 per square foot allowance paid by landlord
4 Year Renewal:    $4.00 per square foot allowance paid by landlord
5 Year Renewal:    $5.00 per square foot allowance paid by landlord

Option may be exercised  by Tenant on at least 90 days  written  notice prior to
the end of the fifth year of the Lease.  Landlord Reserves to night to terminate
such option to renew in the event Landlord, in Landlords reasonable  discretion,
determines it is in the best interest of the landlord,  for a owner  occupant to
occupy  Premises  or  for  a   redevelopment   (e.g.;   substantial   structural
modification  of Belcher  Plaza) to occur.  Should  Tenant wish to exercise such
option and Landlord elects to terminate this option;  Tenant shall be reimbursed
to the extent,  if any, that such option renewal price is low comparable  market
rates for similar  building space as defined by the 'Bayside  Market-.  Pinellas
County and surveyed by publications such as the Maddux Report;  Blacks Guide and
commercial Realtor surveys such as Grubb & Ellis; and Cushman & Wakefield.




                                       15

<PAGE>



(4) RIGHT OF FIRST REFUSAL:  This provision  applies only to the initial term of
said lease and not to any renewals:  At anytime during the term of Lease, Tenant
shall have a right of first  refusal for the following  suite(s)  shown on "Site
Plan:  Exhibit  A"  Building:  I  Suite(s)  # All  Building:  J  Suite(s)  # All
Building,: Suite(s) # all Building: Suite(s)#

Building:    Suite(s)            Building:  Suite(s)                 Building: 
           Suite(s)           Building:            Suite(s)


Should  Landlord have the  opportunity to lease the above  referenced  suites He
shall immediately notify Tenant.  Tenant must then execute or reject their right
in writing by 5:00 PM E.S.T.  on the  following  business day (Monday to Friday;
national  holidays  excepted).  In the event  tenant  elects to Lease any of the
above  referenced  space within this Tenn; Lease rates shall be at the same rate
as shown 'in  Addendum  parag.  #(2) above ($ per sq. ft.) to coincide  with the
same term as this Lease.  However in no event shall rate be less than $11.25 per
square foot Tenant shall have no Right of Refusal in the case of Lease Renewals.


(5) PREMISES:  This provision applies only to the initial term of said lease and
not  to  any  renewals:  (1)  Reference  Exhibit  A-2 :  areas  highlighted  and
referenced as suite 227 and suite 228. At Landlord's option,  suite # 227 and/or
suite #228 may not, at Landlords  option, be made available to Tenant until, but
no later than  February 15, 1998.  However  Tenant  agrees to take  occupancy to
either or both  suites upon 15 days notice by Landlord of it's intent to provide
said space to Tenant.  Upon such notice Tenant shall be provided 15 days of rent
abatement  (applicable  only to suites 227 and 228) such period beginning on the
day Landlord  provides notice.  Suite  improvements  shall be in accordance with
Exhibit C. Prior to Tenants  occupancy  of each suite 227 and 228,  Lease  rates
shall be adjusted by deducting for the  unoccupied  square  footage  using;  for
purposes  hereof;  the following and correlating to a daily rate for deductions:
Suite #227: 863 s.f. = $23.29 per diem Suite #228: 420 s.f.= $11.34 per diem


(6) POSSESSION: FINANCIAL PENALTY(S) TO LANDLORD: This provision applies only to
the initial term of said lease and not to any  renewals:  In the event  Premises
are not substantially  ready for occupancy on the date specified in Section 3 as
the commencement of the Term, unless delay is specifically a result of Tenant in
submitting  plans,  supplying  information  or approving or  authorizing  plans,
specifications,  estimates  or other  matters;  or any other act or  omission of
Tenant; Landlord agrees to the following schedule of Penalties:


Penalty  (A) Should  overall  Premises  (other than Suites #227 and #228) not be
substantially  ready  for  occupancy  by  11/15/97:  Landlord  agree  to  pay as
liquidated  damages (but not to the Termination of this Lease):  $500.00 per day
to Tenant  beginning on 11/15/97 and  continuing on to and  including  11/23/97.
Penalty  (B) Should  overall  Premises  (other than Suites #227 and #228) not be
substantially  ready  for  occupancy  by  11/24/97  Landlord  agree  to  pay  as
liquidated damages (but not to the Termination of this Lease): $1,000.00 per day
to Tenant  beginning on 11/24/97  and  continuing  until space is  substantially
ready for occupancy. For items 6(A & B) above;  "Substantially Ready" shall mean
Tenant is not precluded from conducting their normal  operations due to Premises
condition  and  Tenant  shall  not  have  to  relocate  or  move  furniture  and
furnishings in order for Landlord to continue balance of  improvements.  Penalty
(C) Reference Exhibit B-2: area referenced as "Support". In the event said area,
as highlited on


                                       16

<PAGE>



Ex. B-2 is not substantially  ready and for occupancy on 11/15/97 as a result of
Landlord's neglect or failure to timely provide for improvements under Landlords
control  unless delay is  specifically  a result of Tenant in submitting  plans,
supplying  information  or  approving  or  authorizing  plans,   specifications,
estimates  or other  matters;  or any other act or omission of Tenant:  Landlord
agree to pay as liquidated  damages (but not to the  Termination of this Lease):
$5 000 00 per day to Tenant  beginning on 11/15/97 and continuing until space is
substantially  ready for occupancy.  However,  on or about 11/14/97 Landlord has
the right to request an inspection by Tenant and for approval in writing; in the
event material and substantial  problems are determined  Landlord shall have the
right  to a 24 to  48 hr  corrective  period  after  which  Tenant  shall,  upon
reasonable  completion  by  Landlord as  necessary,  sign a waiver of Penalty in
respect;  to Penalty "C". If a list of all material and substantial  problems is
not presented by Tenant at such time, all penalties shall be waived. This clause
is in no way applicable for areas not made available  referenced as suite 227 or
suite 228 and shown and  highlited  on Exhibit  A-2 in respect to this Par.  (6)
above.  Penalties shall not apply if completion is beyond any reasonable control
of Landlord; (e.g. an act of God or extreme catastrophe). All penalty provisions
above  shall  not be  applicable  due to minor  punch  list  items  which can be
completed without any undue interruption to Tenants operations.


(7)  RECREATION/BREAK  AREA:  as shown on exhibit  "F"  landlord  shall  provide
standard  improvements  including new carpet, new ceiling tiles; and texture and
paint,  in  addition  up to $500.00  of wall  modifications.  Tenant  shall have
exclusive  use of the space at no charge  during the initial  term of the Lease.
Suite shall be completed no later than 3/31/98

(8) SHARED  TENANT  CONFERENCE  ROOM:  as shown on exhibit  "F  "Landlord  shall
construct and furnish a shared  conference room.  Tenant shall have the right to
use the space at no charge on a space  available basis under  reasonable  "Rules
and  Regulations" as designated by Landlord.  Landlord shall furnish  Conference
room table(s) to seat twenty people.  Tenant shall be guaranteed a minimum usage
of 40 hours per month. Suite shall be completed no later than January 15, 1998.

(9) "WORKOUT ROOM": as shown on exhibit "F" Landlord shall designate and furnish
improvements  and equip a designated suite to be used, at the sole discretion of
landlord,  by Tenants of the Belcher Plaza at the choosing of landlord under the
sole discretion of Landlord a "workout  room";  (i.e. gym with shower and bath).
Landlord commits to a total tenant  improvement  allowance of $6,000.00  towards
improvements of the "Workout Room" to be jointly agreed to with Tenant;  but not
to exclude the  installation  of a Stairmaster  and a Lifecycle.  However Tenant
shall be  allowed  free usage at all times of  "Workout  Room".  Space  shall be
completed  by  February  28, 1998 Tenant  shall abide by  reasonable  "Rules and
Regulations" as designated by Landlord at all times.

(10) RESERVED PARKING SPACES landlord shall provide six (6) parking spaces to be
located as highlited on Exhibit E

(11) Walkway/Common are improvements: Landlord agrees to reasonably care for and
clean garden area  walkways,  planter beds,  and benches during the term of this
Lease.   In  addition,   Landlord  agrees  to  install  the  following  for  the
non-exclusive use of Tenant:

(a)      Landlord agrees to acquire and install (2) round concretetables(approx.
 42" diameter & seating
6) for exterior usage to be located as shown on Exhibit "F"



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<PAGE>



(a) LANDSCAPING  Landlord agrees to commit to program at Landlords expense to be
completed by the end of the first quarter of 1998 to upgrade and improve  common
area walkway planter beds as well as overall landscaping throughout the complex.

(12) Landlord hereby consents to Tenant operating  turnstiles,  laser, and radio
frequency scanners, and other ticketing and access control equipment.

(13)  Subsequent to eighteenth  month of Lease Term,  provided  Tenant is not in
default  under the terms of Lease,  Landlord  shall  refund 1/3  (one-third)  of
Security Deposit.



LESSOR:                               LESSEE:

DCS Real Estate, Inc.                 Lasergate Systems, Inc.


By:                                   By:
Daniel Slesser, President             Philip Signore, VP Chief Financial Officer

Witness:                                       Witness:

Witness:                                       Witness:




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<PAGE>



                                    Exhibit C
                       Building K: Lasergate Systems, Inc.


                                Suite Preparation

Structural/Mechanical/Electrical:
Modify walls and doors to result in floorplan as shown on Exhibit B
Install Double 3'0" Entry doors (adjacent to 'Product Storage' area):
  exterior solid core or steel ext. doors (at Landlords option)
Lighting fixtures  shall be 2' x 4'  recessed  fluorescent  fixtures  to provide
         output  as  typical  in  comparable  buildings  or so as  to  meet  the
         reasonable request of Tenant
HVAC systems:  12 Heilbrand (installed aprox Dec. 1993) package units @ 2.5 tons
 cooling capacity ea.
HVAC ductwork shall be modified as needed to provide a properly balanced system 
of air supplies and air
         returns
New Honeywell T7300, or similar, Thermostats (12) to be installed
Ceiling  insulation to be removed and replace with new insulation  batts to meet
an efficiency rating of R-19 Sound insulations  ('Polymaster' plastic foram or a
similar product) to be installed in Executive/Conference
         area as highlited in blue on floorplan
Coordinate only:  Remove all existing phone jacks per Tenant's oral instructions
         All phone work shall be contracted and for exclusively by Tenant
Main     Rest Room area:  existing  common  area rest rooms shall be isolated to
         the  usage  of "K"  building  Additionally,  these  restrooms  shall be
         remodeled  to  approximate  the  condition  of  the  #300  common  area
         restrooms existing at Belcher Plaza. (This item shall have a completion
         date of 2/28/97)
Special Electric requirements:
Provide up to 6 isolated electric receptacles on one circuit Throughout: Texture
spray interior walls with a orange peel or knockdown finish
Landlord shall provide wallpaper in 3 or 4 Executive office andin ExecutiveConf.
 room as shown on floorplan:  covering all labor and an allowance of up  to $.50
  per sf allowance for material
Paint all walls with Glidden Ultra Hide Flat (or similar) Paint  doors/trim with
Glidden  Ultra Hide Semi Gloss (or similar) New door  hardware to be  installed:
all doors shall have Standard passage sets
         Eight doors shall have Keyed Locksets
Install  new carpet  throughout  (except for designated tiled areas and upgraded
         carpet in up to 150 sq yds) using 20 oz  commercial  gluedown loop pile
         carpet or similar
Install new vinyl cove base molding throughout
Install new off-white PVC vertical blinds on all fixed glass windows.
Install doors stops as needed.
Replace all Ceiling Tiles
Replace all Light Lenses.
Replace or repair interior doors as needed
Entry:
Install  ceramic  tile (12" x 12" or similar  standard  contractor  grade glazed
tile) in both main entry areas aprox. 200 s.f.
Main Hallway:
Landlord shall provide wallpaper  in  main hallway covering all  labor  and  an
  allowance of up to $.50 per sf


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<PAGE>



         allowance for material
Upgraded carpet shall be installed in hallway
Rest Room ADA Compliant:
As shown on floorplan:
Install  vanities  with  standard  Mills  Pride white  vanities  with mica tops.
Install new lav and comode.
Install ceramic tile on floors.
Install exhaust fans.
Rest Room:
As shown on floorplan:
Install  vanities  with  standard  Mills  Pride white  vanities  with mica tops.
Install new lav and comode.
Install ceramic tile on floors.
Install exhaust fans.
Signage:
Standard directory strips to be provided in all directories.
as follows:
Building standard door signs to be provided.
as follows:
Building K: aprox. 4" lettering shall be provided on building exterior. Landlord
 shall install Tenant signage,
provided by Tenant in the form of color corporate logo, to be attached to Bldg K
 near 4" lettering. Logo shall not
exceed 18" x 30" in size.
NOTE:  Items in italics are not subject to 11/15/97 deadline  Penalties ref.  in
  Addendum lPar. 6, however
Landlord shall use its best efforts to complete them in a timely manner and  in 
 no case shall completion
be later than 12/31/97 with the exception of Main rest roomareawith a completion
 date of 2/28/98.



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<PAGE>



                                    Exhibit D
                              Rules and Regulations


         1. Tenant shall not operate any machinery or apparatus other than usual
small business machines and small computers. No article deemed hazardous because
of flammability and no explosive or other articles of an intrinsically hazardous
nature shall be brought into the Building. A business machine other than a small
computer,  fax machine, or copier may be used in Premises only if Landlord gives
its  prior  written  consent,  and  Tenant  agrees  to  bear  the  cost  of such
installation and possible modification to Premises.

         2. No additional locks or similar devices shall be placed upon doors of
Premises and no locks shall be changed except with written  consent of Landlord.
Upon  termination  of Lease  Tenant  shall  surrender  to  Landlord  all keys to
Premises.

         3. Tenant shall be permitted to move  furniture and office  furnishings
into or out of Building  only at such times and in such a manner  designated  by
Landlord so as to cause the least inconvenience to other tenants.

         Safes, furniture,  boxes, or other bulky articles shall be brought into
and placed in Building only with prior  written  consent of Landlord and only in
accordance with Landlord's directions. Any damage done to Building,  Tenants, or
other persons by moving a safe or other bulky article in or out of Premises,  or
by overloading the floor, shall be paid for by tenant causing such damage.

         4. No person  shall be  employed  by Tenant  to do  janitorial  work in
Premises,  and no persons  other than the  janitors  for  Building  shall  clean
Premises,  unless  Landlord  shall  first give its written  consent.  Any person
employed by Tenant with Landlord's  consent to do janitorial work, shall,  while
in Building,  be subject to and under the control and  direction of the Building
Superintendent, but shall not be considered the agent or servant of the Building
Superintendent or of Landlord.

         5. Window  coverings  other than  building  standard,  either inside or
outside the windows, may only be installed with Landlord's prior written consent
and must be furnished, installed and maintained at the expense of the Tenant and
at Tenant's risk, and must be of such shape, color, material, quality and design
as may be prescribed by Landlord.

         6. If Tenant desires additional telegraphic or telephonic  connections,
or  the  installation  of any  other  electrical  wiring,  Landlord  will,  upon
receiving a written  request  from Tenant and at  Tenant's  expense,  direct the
electricians  as to where and how the wires are to be  introduced  and run,  and
without  such  direction  no boring,  cutting or  installation  of wires will be
permitted.  Tenant  shall not install or erect any  antennae,  aerial  writes or
other  equipment  inside or  outside  the  Building  without  in every  instance
obtaining prior written approval from Landlord.

         7. The sidewalks,  entrances, passages, courts, corridors,  vestibules,
halls in or about the Building  shall not be  obstructed  or used for storage or
for any other purpose other than ingress and egress by Tenant.

         8. Tenant  shall not create or  maintain a nuisance in the  Premises or
make any noise or odor or use or operate any electric or electronic devices that
emit loud sounds,  airwaves, or odors, that are objectionable to other occupants
or tenants of this or any adjoining building or premises; nor shall the Premises
be used for lodging or sleeping nor for any immoral or illegal purpose that will
damage the Premises, or injure the reputation


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<PAGE>



of the Building.

         9. Tenant and occupants  shall observe and obey all parking and traffic
regulations imposed by Landlord on the Premises.  Landlord in all cases reserves
the right to designate "no parking"  zones,  traffic  right- of-ways and general
parking area procedures. Landlord in its sole discretion may require that tenant
not utilize more than 4 parking  spaces per 1000 square feet of Tenant's  leased
space for tenant or its employees or invitees.  At the  termination of the Lease
Tenant and its agents and employees  shall return all parking cards.  Failure of
Tenant to comply with  parking  regulations  will  constitute a violation of the
Lease.   Landlord  may  institute  such  measures  for  proper  parking  as  are
necessitated  by  conditions  existing at a particular  time;  including but not
limited to towing, impounding and/or tagging of improperly parked vehicles.

         10.  Landlord  reserves  the  right  all  times  to  exclude  newsboys,
loiterers,  vendors,  solicitors  and peddlers  from the Building and to require
registration,  satisfactory  identification  and  credentials  from all  persons
seeking  access to any part of the  Building  at all  times  other  than  during
ordinary business hours.  Landlord shall exercise its best judgment in executing
such control but shall not be held liable for granting or refusing such access.

         11. Any sign,  lettering,  picture,  notice or advertisement  installed
within the  Premises  which is  visible  from the  public  corridors  within the
Building  shall be installed in such a manner and be of such character and style
as Landlord shall approve in writing.  No sign,  lettering,  picture,  notice or
advertisement  shall be placed on any  outside  window  or in a  position  to be
visible from outside the Building.

         12.  Tenant  shall not use the name of Building  for any purpose  other
than that of the  business  address of Tenant,  and shall not use any picture or
likeness  of  the  Building  in  any  circulars,   notices,   advertisements  or
correspondence, without Landlord's prior written consent.

         13. No animals or pets or bicycles  or  skateboards  or other  vehicles
shall be brought or permitted to be in the Building or the Premises.

         14. Tenant shall not make any room-to-room  canvass to solicit business
from other tenants of the Building.

         15. Tenant shall not waste electricity, water or air-conditioning,  and
shall  cooperate  fully with Landlord to assure the most effective  operation of
the  Building's  heating  and  air-conditioning.  Tenant  shall not  adjust  any
controls other than room  thermostats  installed for Tenant's use.  Tenant shall
not tie,  wedge,  or otherwise  fasten open any water  faucet or outlet.  Tenant
shall keep all corridor doors closed.

         16. Tenant assumes full responsibility for protecting the Premises from
theft,  robbery and pilferage.  Except during  Tenant's  normal  business hours,
Tenants shall keep all doors to the Premises  locked and other means of entry to
the Premises closed and secured, and be liable for any loss caused by negligence
thereto.

         17. Tenant shall not overload any floor and shall not install any heavy
objects,  safes,  business  machines,  files or other  equipment  without having
recieved  Landlord's prior written consent as to size,  maximum weight,  routing
and location thereof. Safes, furniture,  equipment,  machines and other large or
bulky  articles  shall be brought  through the  Building and into and out of the
Premises at such times and in such manner as the  Landlord  shall  direct and at
Tenant's  sole  risk and  responsibility.  Prior  to  Tenant's  removal  of such
articles from the Building,  Tenant shall obtain written authorization  therefor
at the Landlord's office and shall present such


                                       22

<PAGE>


writings to a designated employee of Landlord.

         18. Tenant shall not in any manner deface or damage the Building.

         19.  Tenant shall not use more  electrical  current from  individual or
collective  circuits as is designated by the amperage rating of said circuits at
the circuit  breaker  panels for Tenant's  suite.  Should Tenant exceed the safe
capacity as stated on the  circuit  breakers  then Tenant  shall bear the entire
expense of  modifications  to adjust or increase the amperage for Tenant's  safe
and proper electrical  consumption.  Landlord's consent of such modifications to
the  electrical  system shall not relieve  Tenant from the obligation not to use
more electricity than such safe capacity.

         20. Landlord  reserves the right to make such further  reasonable rules
and  regulations  as in its  judgment  may from  time to time be  necessary  for
safety,  care and  cleanliness of the Premises and for the  preservation of good
order therein.  Any  additional  rules and  regulations  promulgated by Landlord
shall be binding  upon the  parties  hereto with the same force and effect as if
they had been inserted herein at the time of execution hereof.

         Tenant shall be responsible  for the observance of all of the foregoing
rules  and  regulations  by  Tenant's  employees,  agents,  clients,  customers,
renters, and guests.  Landlord shall not be responsible for any violation of the
foregoing  rules and regulations by other tenants of the Building and shall have
no obligation to enforce the same against other tenants.



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