AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                             LASERGATE SYSTEMS, INC.


           The  undersigned  subscriber to these  Articles of  Incorporation,  a
natural person competent to contract,  hereby forms a corporation under the laws
of the State of Florida.

                                 ARTICLE I. NAME

           The name of the corporation shall be:

                             LASERGATE SYSTEMS, INC.

           The principal  place of business of this  corporation  shall be 28050
U.S. 19 North, Suite 502, Corporate Square, Clearwater, Florida 34621.

                         ARTICLE II. NATURE OF BUSINESS

           This  corporation  may  engage  or  transact  in any  of  all  lawful
activities or business  permitted under the laws of the United States, the State
of Florida or any other state, country, territory or nation.

                           ARTICLE III. CAPITAL STOCK

           The  total  number  of  shares  of all  classes  of stock  which  the
Corporation  has  authority  to  issue  is  Twenty  Two  Million   (22,000,000),
consisting of Twenty Million (20,000,000) shares of Common Stock, par value $.03
per share (the "Common Stock"),  and Two Million (2,000,000) shares of Preferred
Stock, par value $.03 per share (the "Preferred Stock").  All or any part of the
Common  Stock may be paid for in cash,  in property,  in  formulas,  copyrights,
patents, trade names,  equipment, or in labor or services at a fair valuation to
be fixed by the  incorporators  or by the Board of Directors at a meeting called
for  said  purpose.   All  stock  when  issued  shall  be  non-assessable.   The
stockholders  of  the   Corporation   shall  not,  solely  by  virtue  of  being
stockholders,  have  preemptive  rights  to  acquire  the  Corporation's  stock,
including  unissued or treasury  shares of the  Corporation or securities of the
Corporation  convertible  into or  carrying a right to  subscribe  to or acquire
shares of the  Corporation's  stock.  The  Preferred  Stock shall be issuable in
series  with such  designations,  terms,  limitations  and  relative  rights and
preferences as may be fixed from time to time by the Board of Directors.



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           The  designations,   terms,   limitations  and  relative  rights  and
preferences of the shares of Common Stock and Preferred Stock (unless  otherwise
fixed by the Board of Directors) are as follows:

                                (I) COMMON STOCK

           1.         DIVIDENDS.  Subject to the prior and superior right of the
Preferred Stock, the holders of outstanding  shares of Common Stock (the "Common
Stock  Holders")  shall be  entitled  to receive  dividends  as, when and in the
amount  declared by the Board of Directors,  out of any funds legally  available
therefor.

           2.         LIQUIDATION,  DISSOLUTION  AND WINDING UP.  Subject to the
prior  and  superior  right  of  the  Preferred  Stock,  in  the  event  of  any
liquidation,  dissolution  or  winding  up of the  affairs  of the  Corporation,
whether voluntary or involuntary,  the Common Stock Holders shall be entitled to
receive,  out of the net assets of the  Corporation,  after payment or provision
for payment of the debts and other liabilities of the Corporation,  that portion
of the remaining funds to be distributed. Such funds shall be paid to the Common
Stock  Holders on the basis of the number of shares of Common Stock held by each
of them.  Neither the  consolidation  nor merger of the Corporation into or with
any other  corporation nor the sale or transfer by the Corporation of all or any
part of its assets shall be deemed a  liquidation,  dissolution or winding up of
the  affairs of the  Corporation  within the meaning of the  provisions  of this
Section (a)(2).

           3.         VOTING.  Shares of Common  Stock shall  entitle the holder
thereof to one vote for each share held with respect to all matters  voted on by
the stockholders of the Corporation.

           4.         REVERSE  STOCK  SPLIT.  Effective  12:01 a.m.  on June 23,
1994, each twelve (12) shares of Common Stock then issued shall be automatically
reclassified  into one share of Common Stock of the Corporation.  There shall be
no fractional  shares  issued.  In lieu  thereof,  each fraction of a share that
would  otherwise  be issued to holders of record  thereof  shall be  entitled to
receive scrip upon the request of such holders.  At such time as any shareholder
has sufficient scrip equal to a full share, such scrip may be exchanged with the
Company for a full share.

                              (II) PREFERRED STOCK

           1.         SERIES.  The shares of Preferred Stock may be divided into
and issued in one or more series,  and each series shall be so  designated so as
to  distinguish  the shares  thereof  from the shares of all other  series.  All
shares of Preferred  Stock shall be identical  except in respect of  particulars
which may be fixed by the Board of Directors as hereinafter provided pursuant to
authority which is hereby expressly vested in the Board of Directors. Each share
of a series shall be  identical  in all  respects  with all other shares of such
series,  except as to the date from which dividends  thereon shall be cumulative
on any series as to which dividends are cumulative. Shares of Preferred Stock of
any series which have been retired in any manner,  including  shares redeemed or
reacquired  by the  Corporation  and shares  which have been  converted  into or
exchanged for shares of any other class,

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or any series of the same or any other class shall have the status of authorized
but  unissued  shares of  Preferred  Stock and may be  reissued as shares of the
series of which they were  originally a part or may be issued as shares of a new
series or any other series of the same class.

           2.         PROVISIONS.  Before any shares of  Preferred  Stock of any
series shall be issued,  the Board of  Directors,  pursuant to authority  hereby
expressly  vested in it, shall fix by  resolution or  resolutions  the following
provisions  in respect of the shares of each such  series so far as the same are
not  inconsistent  with the  provisions  of this Article III  applicable  to all
series of Preferred Stock:

                      (a) the  distinctive  designations  of such series and the
number of shares  which  shall  constitute  such  series,  which  number  may be
increased (except where otherwise provided by the Board of Directors in creating
such  series)  or  decreased  (but not below the number of shares  thereof  then
outstanding) from time to time by like action of the Board of Directors;

                      (b)  the  annual  rate or  amount  of  dividends,  if any,
payable on shares of such series (which dividends would be payable in preference
to any dividends on Common Stock), whether such dividends shall be cumulative or
non-cumulative  and the  conditions  upon  which  and/or  the  dates  when  such
dividends shall be payable;

                      (c) whether the shares of such series shall be  redeemable
and, if so, the terms and conditions of such  redemption,  including the time or
times  when and the  price or  prices  at which  shares  of such  series  may be
redeemed;

                      (d) the amount,  if any,  payable on shares of such series
in the event of  liquidation,  dissolution  or winding up of the  affairs of the
Corporation;

                      (e) whether the shares of such series shall be convertible
into or exchangeable for shares of any other class, or any series of the same or
any other class,  and, if so, the terms and  conditions  thereof,  including the
date or dates when such shares shall be  convertible  into or  exchangeable  for
shares of any other  class,  or any series of the same or any other  class,  the
price or prices or the rate or rates at which  shares  such  series  shall be so
convertible or  exchangeable,  and the adjustments  which shall be made, and the
circumstances  in which such  adjustments  shall be made, in such  conversion or
exchange prices or rates; and

                      (f) whether  such series  shall have any voting  rights in
addition  to those  prescribed  by law and, if so, the terms and  conditions  of
exercise of voting rights; and

                      (g) any other  preferences  and  relative,  participating,
optional  or other  special  rights,  and any  qualifications,  limitations  and
restrictions thereof.


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      A.    DESIGNATION OF THE SERIES F PREFERRED STOCK. There shall be a series
of Preferred Stock designated as "Series F Preferred  Stock." Each share of such
series shall be referred to herein as a "Series F Share." The authorized  number
of such Series F Shares is eight thousand (8,000).

           1.         DIVIDENDS.  The  holders  of record of Series F  Preferred
Stock  shall be  entitled  to  receive,  when and if  declared  by the  Board of
Directors of the Corporation, out of funds legally available therefor, dividends
paid in cash, stock or otherwise. When dividends become so payable, the Board of
Directors of the  Corporation  shall declare such dividends and cause them to be
paid, to the full extent of any funds legally available  therefor.  In the event
that the Corporation shall pay on the Corporation's Common Stock, $.03 par value
per share, any dividend, whether in cash, property or otherwise, the Corporation
shall pay a  dividend  on the  Series F Shares in an amount  per share  which is
equal to that which  holders of the Series F Shares would have been entitled had
they converted such shares into Common Stock immediately prior to the payment of
such dividend.

           2.         LIQUIDATION PREFERENCE.

                      (a)  In  the  event  of any  liquidation,  dissolution  or
winding-up   of  the   Corporation,   either   voluntary   or   involuntary   (a
"Liquidation"),  the  holders  of shares of the  Series F  Preferred  Stock then
issued and  outstanding  shall be  entitled  to be paid out of the assets of the
Corporation  available  for  distribution  to  its  shareholders,  whether  from
capital, surplus or earnings, before any payment shall be made to the holders of
shares of the Common Stock or upon any other  series of  Preferred  Stock of the
Corporation  with  a  liquidation  preference  subordinate  to  the  liquidation
preference  of the Series F Preferred  Stock,  and amount  equal to one thousand
dollars  ($1,000) per share.  If, upon any Liquidation of the  Corporation,  the
assets of the Corporation  available for distribution to its shareholders  shall
be insufficient to pay the holders of shares of the Series F Preferred Stock and
the holders of any other series of Preferred Stock with  liquidation  preference
equal to the  liquidation  preference  of the Series F Preferred  Stock the full
amounts to which they shall  respectively be entitled,  the holders of shares of
the Series F Preferred  Stock and the holders of any other  series of  Preferred
Stock with a liquidation  preference equal to the liquidation  preference of the
Series F  Preferred  Stock shall  receive  all of the assets of the  Corporation
available  for  distribution  and each such  holder  of  shares of the  Series F
Preferred  Stock and the holders of any other series of  Preferred  Stock with a
liquidation  preference  equal to the  liquidation  preference  of the  Series F
Preferred  Stock shall share ratably in any  distribution in accordance with the
amounts due such shareholders. After payment shall have been made to the holders
of shares of the Series F Preferred Stock of the full amount to which they shall
be entitled, as aforesaid, the holders of shares of the Series F Preferred Stock
shall be entitled to no further  distributions thereon and the holders of shares
of the  Common  Stock  and of  shares  of  any  other  series  of  stock  of the
Corporation shall be entitled to share, according to their respective rights and
preferences,   in  all  remaining  assets  of  the  Corporation   available  for
distribution to its shareholders.


                                       -4-

<PAGE>



                      (b) A merger or  consolidation  of the Corporation with or
into any other corporation,  or a sale, lease,  exchange,  or transfer of all or
any part of the assets of the Corporation  which shall not in fact result in the
liquidation (in whole or in part) of the Corporation and the distribution of its
assets to its shareholders  shall not be deemed to be a voluntary or involuntary
liquidation  (in  whole  or  in  part),   dissolution,   or  winding-up  of  the
Corporation.

           3.         CONVERSION  OF SERIES F  PREFERRED  STOCK.  The holders of
Series F Preferred Stock shall have the following conversion rights:

                      (a) RIGHT TO  CONVERT.  Each  share of Series F  Preferred
Stock shall be convertible, on the Conversion Dates and at the Conversion Prices
set forth below, into fully paid and nonassessable shares of Common Stock.

                      (b)  MECHANICS  OF  CONVERSION.  Each  holder  of Series F
Preferred  Stock who  desires to convert  the same into  shares of Common  Stock
shall provide written notice ("Conversion Notice") via telecopy,  hand delivery,
or overnight delivery service to the Corporation. The original Conversion Notice
and the  certificate or certificates  representing  the Series F Preferred Stock
for which  conversion  is elected,  shall be  delivered  to the  Corporation  by
international courier, duly endorsed. The date upon which a Conversion Notice is
properly received by the Corporation shall be a "Notice Date."

           The Corporation shall use all reasonable efforts to issue and deliver
within three (3) business days after the Notice Date, to such holder of Series F
Preferred  Stock  at  the  address  of the  holder  on the  stock  books  of the
Corporation,  a certificate or  certificates  for the number of shares of Common
Stock to which the holder  shall be entitled  as  aforesaid;  provided  that the
original  shares of Series F Preferred Stock to be converted are received by the
transfer  agent or the  Corporation  within three business days after the Notice
Date and the person or persons  entitled to receive  the shares of Common  Stock
issuable  upon such  conversion  shall be treated for all purposes as the record
holder or holders of such shares of Common  Stock on such date.  If the original
shares of Series F  Preferred  Stock to be  converted  are not  received  by the
transfer  agent or the  Corporation  within three business days after the Notice
Date, the Conversion Notice shall become null and void.

                      (c) CONVERSION  DATES.  The Series F Preferred Stock shall
become convertible into shares of Common Stock at any time commencing forty-five
(45)  days  after the last day on which  there is an  original  issuance  of the
Series F Preferred Stock (the "Conversion Date").

                      (d)  CONVERSION  PRICE.  Each share of Series F  Preferred
Stock shall be convertible  into the number of shares of Common Stock  according
to the following formula:

                                    N x 1,000
                                ----------------
                                Conversion Price


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                      N          =          the number of shares of the Series F
                                            Preferred Stock for which conversion
                                            is being elected.

                      Conversion
                      Price      =          the average closing bid price of the
                                            Corporation's  Common  Stock for the
                                            five (5)  trading  days  immediately
                                            preceding the Notice Date; provided,
                                            however,  that with  respect  to any
                                            conversion effected on or after June
                                            6, 1997 but  prior to June 6,  1998,
                                            the   Conversion   Price   shall  be
                                            reduced to an amount  calculated  by
                                            multiplying the Conversion  Price by
                                            .96,   and  with   respect   to  any
                                            conversion effected on or after June
                                            6, 1998, the Conversion  Price shall
                                            be reduced  to an amount  calculated
                                            by multiplying the Conversion  Price
                                            by  .94;   and   provided   further,
                                            however,   in  no  event  shall  the
                                            Conversion  Price be less than $0.45
                                            nor greater than $1.00.

                      (e) FRACTIONAL SHARES. No fractional share shall be issued
upon the  conversion  of any  shares,  share  or  fractional  share of  Series F
Preferred  Stock.  All  shares of Common  Stock  (including  fractions  thereof)
issuable upon conversion of shares (or fractions  thereof) of Series F Preferred
Stock by a holder  thereof  shall be  aggregated  for  purposes  of  determining
whether the conversion would result in the issuance of any fractional share. If,
after  the  aforementioned  aggregation,  the  conversion  would  result  in the
issuance of a fraction of a share of Common Stock,  the  Corporation  shall,  in
lieu of issuing any fractional share, pay the holder otherwise  entitled to such
fraction  a sum in cash  equal to the  closing  bid  price of the  Corporation's
Common Stock on the Notice Date Multiplied by such fraction.

                      (f)  RESERVATION  OF STOCK ISSUABLE UPON  CONVERSION.  The
Corporation  shall at all times reserve and keep available out of its authorized
but unissued  shares of Common  Stock,  solely for the purpose of effecting  the
conversion  of the shares of the Series F  Preferred  Stock,  such number of its
shares of Common  Stock as shall from time to time be  sufficient  to effect the
conversion of all then  outstanding  shares of the Series F Preferred Stock; and
if at any time the number of  authorized  but  unissued  shares of Common  Stock
shall not be sufficient to effect the conversion of all then outstanding  shares
of the Series F Preferred Stock, the Corporation will take such corporate action
as may be  necessary to increase its  authorized  but unissued  shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

                      (g) ADJUSTMENT TO CONVERSION PRICE.

                                 (i) If, prior to the  conversion  of all shares
of Series F Preferred Stock, the number of outstanding shares of Common Stock is
increased  by a stock  split,  stock  dividend,  or  other  similar  event,  the
Conversion  Price  shall  be  proportionately  reduced,  or  if  the  number  of
outstanding   shares  of  Common  Stock  is  decreased  by  a   combination   or
reclassification  of shares,  or other similar event, the Conversion Price shall
be proportionately increased.

                                       -6-

<PAGE>




                                 (ii) If, prior to the  conversion of all shares
of Series F Preferred Stock, there shall be any merger, consolidation,  exchange
of shares, recapitalization, reorganization, or other similar event, as a result
of which  shares of Common  Stock of the  Corporation  shall be changed into the
same or a different  number of shares of the same or another class or classes of
stock or securities of the  Corporation or another  entity,  then the holders of
Series F Preferred Stock shall thereafter have the right to purchase and receive
upon conversion of shares of Series F Preferred  Stock,  upon the basis and upon
the terms and  conditions  specified  herein and in lieu of the shares of Common
Stock  immediately  theretofore  issuable upon conversion,  such shares of stock
and/or securities as may be issued or payable with respect to or in exchange for
the number of shares of Common Stock  immediately  theretofore  purchasable  and
receivable  upon the  conversion  of shares of Series F Preferred  Stock held by
such   holders   had   such   merger,   consolidation,   exchange   of   shares,
recapitalization  or  reorganization  not  taken  place,  and in any  such  case
appropriate provisions shall be made with respect to the rights and interests of
the  holders  of the  Series F  Preferred  Stock to the end that the  provisions
hereof  (including,  without  limitation,   provisions  for  adjustment  of  the
Conversion  Price and of the number of shares  issuable  upon  conversion of the
Series F Preferred  Stock) shall  thereafter be applicable,  as nearly as may be
practicable  in  relation  to any  shares  of  stock  or  securities  thereafter
deliverable  upon the  exercise  hereof.  The  Corporation  shall not effect any
transaction  described  in this  subsection  unless the  resulting  successor or
acquiring  entity (if not the  Corporation)  assumes by written  instrument  the
obligation to deliver to the holders of the Series F Preferred Stock such shares
of stock and/or securities as, in accordance with the foregoing provisions,  the
holders of the Series F Preferred Stock may be entitled to purchase.

                                 (iii) If any adjustment  under this  subsection
would create a fraction share of Common Stock or a right to acquire a fractional
share of Common Stock, such fractional share shall be disregarded and the number
of shares of Common  Stock  issuable  upon  conversion  shall be the next higher
number of shares.

           4.         REDEMPTION OF SERIES F PREFERRED STOCK.

                      (a) At any time on or after June 7, 1999, the  Corporation
may redeem, at its option,  from any source of funds legally available therefor,
the Series F Preferred  Stock,  as a whole.  The  Corporation  shall effect such
redemption by paying in cash in exchange for each outstanding  share of Series F
Preferred  Stock a sum  equal  to  $1.00  per  share  of  Preferred  Stock  (the
"Redemption Price").

                      (b) At least 30 but no more than 40 days prior to the date
fixed for redemption pursuant hereto by the Corporation (the "Redemption Date"),
written  notice of the  redemption to be effected  shall be  transmitted  by the
Corporation  to each  holder of record of  outstanding  Series F Shares  (at the
close of business on the business day next  preceding the day on which notice is
given),  at the address  last shown on the records of the  Corporation  for such
holder

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<PAGE>



(the  "Redemption  Notice").  The  Redemption  Notice  shall  be  mailed  by the
Corporation  to each  holder via United  States  mail,  first  class  postage or
international  air mail postage,  as applicable,  prepaid,  and the  Corporation
shall  transmit a copy of such  notice to each holder via a  recognized  courier
service (such as Federal Express of DHL) that guarantees delivery of such notice
within a maximum of seven (7) days from deposit of such notice with such courier
service.  The Redemption  Notice shall specify the Redemption  Date. On or after
the Redemption  Date each holder of Series F Preferred  Stock shall surrender to
the Corporation the certificate or certificates  representing such shares at the
principal  executive  office of the Corporation and in the manner  designated in
the Redemption Notice, and thereupon the Redemption Price of such share shall be
payable to the order of the person whose name appears on such certificate as the
owner thereof and each surrendered certificate shall be canceled.

                      (c) Any shares of Preferred Stock specified for redemption
shall  continue  to be  convertible  during  the  period  from  the  date of the
Redemption  Notice through the day before the Redemption Date in accordance with
the conversion provisions hereof.

           5.         VOTING.  Except  as  otherwise  provided  by  the  General
Corporation  Law of the State of Florida,  the holders of the Series F Preferred
Stock shall have no voting power whatsoever, and no holder of Series F Preferred
Stock shall vote or  otherwise  participate  in any  proceeding  in which action
shall be taken by the Corporation or the shareholders  thereof or be entitled to
notification as to any meeting of the Board of Directors or the shareholders.

           6.         PROTECTIVE  PROVISIONS.  So long as  shares  of  Series  F
Preferred  Stock  are  outstanding,  the  Corporation  shall not  without  first
obtaining the approval (by vote or written  consent,  as provided by law) of the
holders  of at least a  majority  of the then  outstanding  shares  of  Series F
Preferred Stock:

                      (a) alter or change the rights,  preferences or privileges
of the shares of Series F Preferred Stock so as to affect adversely the Series F
Preferred Stock;

                      (b)  create  any new  class or  series  of stock  having a
preference  over the Series F  Preferred  Stock with  respect to  dividends,  to
payments upon Liquidation (as provided for in Section B of this  Designation) or
to redemption; or

                      (c) do any act or thing not authorized or  contemplated by
this Designation  which would result in taxation of the holders of shares of the
Series F Preferred Stock under Section 305 of the Internal Revenue Code of 1986,
as  amended  (or  any  comparable  provision  of the  Internal  Revenue  Code as
hereafter from time to time amended).

           7.         STATUS OF  CONVERTED  STOCK.  In the  event any  shares of
Series F Preferred Stock shall be converted as contemplated by this Designation,
the  shares so  converted  shall be  canceled,  shall  return  to the  status of
authorized but unissued  Preferred Stock of no designated  class or series,  and
shall not be issuable by the Corporation as Series F Preferred Stock.

                                       -8-

<PAGE>


                               ARTICLE IV. ADDRESS

           The  street  address  of  the  initial   registered   office  of  the
corporation shall be 502 East Park Avenue,  Tallahassee,  Florida 32301, and the
name of the  initial  registered  agent of the  corporation  at that  address is
Corporation Information Services, Inc. - Gail Shelby

                          ARTICLE V. TERM OF EXISTENCE

           This corporation is to exist perpetually.

                          ARTICLE VI. SPECIAL PROVISION

           The  stock of this  corporation  is  intended  to  qualify  under the
requirements  of Section 1244 of the Internal  Revenue Code and the  regulations
issued  thereunder.  Such  actions  as  are  necessary  will  be  taken  by  the
appropriate officers to accomplish this compliance.

                             ARTICLE VII. DIRECTORS

           This corporation shall have no Directors,  initially.  The affairs of
the Corporation  will be managed by the  shareholders  until such time Directors
are designated as provided by the Bylaws.

                            ARTICLE VIII. SUBSCRIBER

           The name and street  address of the  subscriber to these  Articles of
Incorporation is:

                           Gail Shelby
                           502 East Park Avenue
                           Tallahassee, Florida 32301



                                       -9-