<PAGE>
                                                                   EXHIBIT 10.47


                          REGISTRATION RIGHTS AGREEMENT


        This Registration Rights Agreement (this "Agreement") is made and
entered into as of February 25, 2002, by and among SmartGate Inc., a Nevada
corporation (the "Company" or "SmartGate") and the persons and entities set
forth on Exhibit "A" (individually a "Purchaser" and collectively, the
"Purchasers").

        1.     Securities Laws Representations and Covenants of Purchaser.


        The registration rights granted pursuant to Sections 2.2 and 2.3 of this
Agreement shall have no force or effect until such time as the Company has
otherwise become obligated to file periodic or other reports pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "1934 Act").

        2.     Registration Rights.


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

                       (a)    "Commission" shall mean the Securities and
Exchange Commission or any other federal agency at the time administering
the Securities Act.

                       (b)    "Common Stock" shall mean the common stock, $.001
par value, of the Company.

                       (c)    "Form S1", "Form SB-1", "Form S-2", "Form SB-2"
and "Form S-3" shall mean Form S-1, Form SB-1, Form S-2, Form SB-2 or
Form S-3, respectively, promulgated by the Commission or any substantially
similar or successor form then in effect.

                               (c)(i) "Merger Agreement" shall mean that
certain Agreement of Merger and Plan of Reorganization by and among SmartGate,
SmartGate/RadioMetrix Acquisition Corp., and Radio Metrix Inc. ("RadioMetrix")
dated as of February 25, 2002.

                       (d)    "Purchaser" or "Purchasers" shall mean the persons
and entities listed on Exhibit "A" and their assigns and successors in
interest.

                       The terms "Register," "Registered" and "Registration"
refer to a registration effected by preparing and filing a Registration
Statement in compliance with the Securities Act, and the declaration or ordering
of the effectiveness of such Registration Statement.

                       (e)    "Registrable Securities" shall mean the Shares
until such time as such shares become eligible for sale under subparagraph (k)
of Rule 144 or any successor thereto.

                       (f)    "Registration Expenses" shall mean all expenses
incurred by the Company in complying with Section 2, including, without
limitation, all federal and state registration, qualification and filing fees,
printing expenses, fees and disbursements of counsel for the Company, blue sky
fees and expenses, the expense of any special audits incident to or required by
any such Registration and the reasonable fees and disbursements of counsel for
the Selling Shareholders, as selling shareholders.





<PAGE>


                                                                              2


                       (g)    "Registration Statement" shall mean Form S-1,
Form SB-1, Form S-2, Form SB-2 or Form S-3, whichever is applicable.

                       (h)    "Restriction Termination Date" shall mean, with
respect to any Registrable Securities, the earliest of (i) the date that such
Registrable Securities shall have been Registered and sold or otherwise disposed
of in accordance with the intended method of distribution by the seller or
sellers thereof set forth in the Registration Statement covering such securities
or transferred in compliance with Rule 144, and (ii) the date that an opinion
of counsel to the Company containing reasonable assumptions (which opinion shall
be subject to the reasonable approval of counsel to any affected Purchaser)
shall have been rendered to the effect that any restrictive legend placed upon
the Registrable Securities under the Securities Act can be properly removed and
such legend shall have been removed.

                       (i)    "Rule 144" shall mean Rule 144 promulgated by the
Commission pursuant to the Securities Act and any successor rules thereto.

                       (j)    "Purchasers" shall mean, collectively, the
Purchasers, their assignees and transferees, and individually, a Purchaser and
any transferee or assignee of such Purchaser.

                       (k)    "Securities Act" shall mean the Securities Act of
1933, as amended.
                       (l)    "Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to the sale of Registrable
Securities pursuant to this Agreement.

                       (m)    "Selling Shareholders" shall mean a holder of
Registrable Securities who requests Registration under Section 2 herein and
whose Shares are sold under a Registration Statement.

                       (n)    "Shares" shall mean the Common Stock issued or to
be issued to the Purchasers pursuant to the Merger Agreement or any closing
document or agreement thereunder including, but not limited to the Quarterly
Revenue Based Payment Agreement and the Promissory Notes.

                       (o)    "Super Majority of the Purchasers" shall mean 75%
of the shares of Common Stock issued pursuant to the Merger Agreement.

               2.2     Required Registration. On two occasions, upon the demand
of a Super Majority of the Purchasers for the Company to effect the Registration
of Registrable Securities, the Company shall effect such Registration; provided
however, that the Company shall not be obligated to effect any Registration
except in accordance with the following provisions:

                       (a)    The Company shall not be obligated to file and
cause to become effective more than two (2) registration statements in which
Registrable Securities are Registered pursuant to this Section 2.2.

                       (b)    Notwithstanding the foregoing, the Company may
include in each such Registration requested pursuant to this Section 2.2 any
authorized but unissued shares of Common Stock (or authorized treasury shares)
for sale by the Company or any issued and outstanding shares of Common Stock
for sale by others, provided however, that, if the number of shares of Common
Stock so included pursuant to this clause (b) exceeds the number of Registrable
Securities requested by the Super Majority of Purchasers demanding such
Registration, then such Registration shall be deemed to be a Registration in
accordance with and






<PAGE>
                                                                              3

pursuant to Section 2.3; and provided further however that the inclusion of such
previously authorized but unissued shares of Common Stock by the Company or
issued and outstanding shares of Common Stock by others in such Registration
shall not prevent the Super Majority of Purchasers demanding such Registration
from registering the entire number of Registrable Securities requested by them.

                       (c)    The Company shall not be required to file a
registration statement pursuant to this Section 2: (i) within six (6) months
after any other registration by the Company (other than under "Excluded Forms,"
as defined in Section 2.3 (a) below) or (ii) for six (6) months after the demand
for registration under this Section 2.2 if the Company is then engaged in
negotiations regarding a material transaction which has not otherwise been
publicly disclosed, or such shorter period ending on the date, whichever first
occurs, that such transaction is publicly disclosed, abandoned or consummated.

               2.3     Piggyback Registration

                       (a)    For so long as Purchasers hold Registrable
Securities, each time that the Company proposes to Register a public offering
solely of its Common Stock (not including an offering of Common stock issuable
upon conversion or exercise of other securities), other than pursuant to a
Registration Statement on Form S-4 or Form S-8 or similar or successor forms
(collectively, "Excluded Forms"), the Company shall promptly give written notice
of such proposed Registration to the Purchasers, which shall offer such
Purchasers the right to request inclusion of any Registrable Securities in the
proposed Registration.

                       (b)    Each Purchaser shall have ten (10) days or such
longer period as shall be set forth in the notice from the receipt of such
notice to deliver to the Company a written request specifying the number of
shares of Registrable Securities such Purchaser intends to sell and the
Purchaser's intended plan of disposition.

                       (c)    In the event that the proposed Registration by the
Company is, in whole or in part, an underwritten public offering of securities
of the Company, any request under Section 2.3 (b) may specify that the
Registrable Securities be included in the underwriting on the same terms and
conditions as the shares of Common Stock, if any, otherwise being sold through
underwriters under such Registration.

                       (d)    Upon receipt of a written request pursuant to
Section 2.3 (b), the Company shall promptly use its best efforts to cause all
such Registrable Securities to be Registered, to the extent required to permit
sale or disposition as set forth in the written request.

                       (e)    Notwithstanding the foregoing, if the managing
underwriter of an underwritten public offering, determines and advises in
writing that the inclusion of all Registrable Securities proposed to be included
in the underwritten public offering, together with any other issued and
outstanding shares of Common Stock proposed to be included therein by holders
other than the holders of Registrable Securities (such other shares hereinafter
collectively referred to as the "Other Shares"), would interfere with the
successful marketing of the securities proposed to be included in the
underwritten public offering, then the number of such shares to be included in
such underwritten public offering shall be reduced, and shares shall be excluded
from



<PAGE>
                                                                              4

such underwritten public offering in a number deemed necessary by such managing
underwriter, first by excluding shares held by the directors, officers,
employees and founders of the Company who are not Purchasers, and then, to the
extent necessary, by excluding Registrable Securities participating in such
underwritten public offering, pro rata based on the number of shares of
Registrable Securities each such non-Purchaser holder proposed to include.

                       (f)     All Shares that are not included in the
underwritten public offering shall be withheld from the market by the holders
thereof for a period, not to exceed 12 months following a public offering, that
the managing underwriter reasonably determines as necessary in order to effect
the underwritten public offering. The holders of such Shares shall execute such
documentation as the managing underwriter reasonably requests to evidence this
lock-up.

               2.4     Preparation and Filing. If and whenever the Company is
under an obligation pursuant to the provisions of this Section 2 to use its best
efforts to effect the Registration of any Registrable Securities, the Company
shall, as expeditiously as practicable:

                       (a)    prepare and file with the Commission a
Registration Statement with respect to such Registrable Securities and use its
best efforts to cause such Registration Statement to become and remain effective
in accordance with Section 2.4(b) hereof, keeping each Selling Shareholder
advised as to the initiation, progress and completion of the Registration;

                       (b)    prepare and file with the Commission such
amendments and supplements to such Registration Statements-and the prospectus
used in connection therewith as may be necessary to keep such Registration
Statement effective for nine months and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all Registrable
Securities covered by such registration statement;

                       (c)    furnish to each Selling Shareholder such number of
copies of any summary prospectus or other prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as such Selling Shareholder may reasonably request in order to
facilitate the public sale or other disposition of such Registrable Securities;

                       (d)    use its best efforts to register or qualify the
Registrable Securities covered by such registration statement under the
securities or blue sky laws of such jurisdictions as each Selling Shareholder
shall reasonably request and do any and all other acts or things which may be
necessary or advisable to enable such holder to consummate the public sale or
other disposition in such jurisdictions of such Registrable Securities; provided
however, that the Company shall not be required to consent to general service
of process, qualify to do business as a foreign corporation where it would not
be otherwise required to qualify or submit to liability for state or local taxes
where it is not liable for such taxes; and

                       (e)    at any time when a prospectus covered by such
Registration Statement is required to be delivered under the Securities Act
within the appropriate period mentioned in Section 2.3 (b) hereof, notify each
Selling Shareholder of the happening of any event as a result of which the
prospectus included in such Registration, as then in effect, includes an untrue






<PAGE>
                                                                              5

statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and, at the request of such seller,
prepare, file and furnish to such seller a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such shares, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statement therein not
misleading in the light of the circumstances then existing.

               2.5     Expenses. The Company shall pay all Registration Expenses
incurred by the Company in complying with this Section 2; provided however that
all underwriting discounts and selling commissions applicable to the Registrable
Securities covered by registrations effected pursuant to section 2.2 hereof
shall be borne by the seller or sellers thereof, in proportion to the number of
Registrable Securities sold by such seller or sellers.

               2.6     Information Furnished by Purchaser. It shall be a
condition precedent to the Company's obligations under this Agreement as to any
Selling Shareholder that each Selling Shareholder furnish to the Company in
writing such information regarding such Selling Shareholder and the distribution
proposed by such Selling Shareholder as the Company may reasonably request.

               2.7     Indemnification.


                       2.7.1  Company's Indemnification of Purchasers. The
Company shall indemnify each Selling Shareholder, each of its officers,
directors and constituent partners, trustees, and each person controlling such
Selling Shareholder, and each underwriter thereof, if any, and each of its
officers, directors, constituent partners, trustees, and each person who
controls such underwriter, against all claims, losses, damages or liabilities
(or actions in respect thereof) suffered or incurred by any of them, to the
extent such claims, losses, damages or liabilities arise out of or are based
upon any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus or any related Registration Statement incident to
any such Registration, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act applicable to the Company and
relating to actions or inaction required of the Company in connection with any
such Registration; and the Company will reimburse each such Selling Shareholder,
each such underwriter, each of their officers, directors and constituent
partners, trustees, and each person who controls any such Selling Shareholder or
underwriter, for any legal and any other expenses as reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action; provided however, that the indemnity contained in this
Section 2.7.1 shall not apply to amounts paid in settlement of any such claim,
loss, damage, liability or action if settlement is effected without the consent
of the Company (which consent shall not unreasonably be withheld); and provided
however, that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based
upon any untrue statement or omission based upon written information furnished
to the Company by such Selling Shareholder, underwriter, controlling person or
other indemnified person and stated to be for use in connection with the
offering of securities of the Company.


<PAGE>
                                                                              6

                       2.7.2   Selling Shareholder's Indemnification of Company.
Each Selling Shareholder shall indemnify the Company, each of its directors and
officers, each underwriter, if any, of the Company's Registrable Securities
covered by a Registration Statement, each person who controls the Company or
such underwriter within the meaning of the Securities Act, and each other
Selling Shareholder, each of its officers, directors and constituent partners,
trustees, and each person controlling such other Selling Shareholder, against
all claims, losses, damages and liabilities (or actions in respect thereof)
suffered or incurred by any of them and arising out of or based upon any untrue
statement (or alleged untrue statement) of a material fact contained in such
Registration Statement or related prospectus, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by
such Selling Shareholder of any rule or regulation promulgated under the
Securities Act applicable to such Selling Shareholder and relating to actions or
inaction required of such Selling Shareholder in connection with the
Registration of the Registrable Securities pursuant to such Registration
Statement; and will reimburse the Company, such other Selling Shareholders, such
directors, officers, partners, persons, underwriters and controlling persons for
any legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action;
such indemnification and reimbursement shall be to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such Registration Statement or prospectus in
reliance upon and in conformity with written information furnished to the
Company by such Selling Shareholder and stated to be specifically for use in
connection with the offering of Registrable Securities. Anything in the
foregoing to the contrary notwithstanding, in no event shall the aggregate
obligations of a Selling Shareholder under this Section 2.7.2 to all parties
that may be entitled to indemnification hereunder exceed the amount of proceeds
received by such Selling Shareholder in connection with such offering of
Registrable Securities.

                       2.7.3   Indemnification Procedure. Promptly after receipt
by an indemnified party under this Section 2.7 of notice of the commencement of
any action which may give rise to a claim for indemnification hereunder, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section 2.7, notify the indemnifying party in
writing of the commencement thereof and generally summarize such action. The
indemnifying party shall have the right to participate in and to assume the
defense of such claim, and shall be entitled to select counsel for the defense
of such claim with the approval of any parties entitled to indemnification,
which approval shall not be unreasonably withheld. Notwithstanding the
foregoing, the parties entitled to indemnification shall have the, right to
employ, separate counsel (reasonably satisfactory to the indemnifying party) to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such indemnified parties unless the named parties to
such action or proceedings include both the indemnifying party and the
indemnified parties and the indemnifying party or such indemnified parties shall
have been advised by counsel that there are one or more legal defenses available
to the indemnified parties which are different from or additional to those
available to the indemnifying party (in which case, if the indemnified parties
notify the indemnifying party in writing that they elect to employ separate
counsel at the reasonable expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such action or
proceeding on behalf of the indemnified parties, it being understood, however,
that the indemnifying party shall not, in connection with any such action or
proceeding or separate or













<PAGE>
                                                                              7

substantially similar or related action or proceeding in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate counsel at any time for
all indemnified parties, which counsel shall be designated in writing by the
holders of a majority of the Registrable Securities).

                       2.7.4   Contribution. If the indemnification provided for
in this Section 2.7 from an indemnifying party is unavailable to an indemnified
party hereunder in respect to any losses, claims, damages, liabilities or
expenses referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified party in connection
with the statements or omissions which result in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such indemnifying party or
indemnified party and the parties' relative intent, knowledge, access to
information supplied by such indemnifying party or indemnified party and
opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action, suit, proceeding or claim.

               3.      Covenants of the Company. The Company agrees to:


                       (a)     Notify the holders of Registrable Securities
included in a Registration Statement of the issuance by the Commission of any
stop order suspending the effectiveness of such Registration Statement or the
initiation of any proceedings for that purpose. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible time.

                       (b)     If the Common Stock is then listed on a national
securities exchange, use its best efforts to cause the Registrable Securities to
be listed on such exchange. If the Common Stock is not then listed on a national
securities exchange, use its best efforts to facilitate the reporting of the
Registrable Securities on NASDAQ or AMEX.

                       (c)    Take all other reasonable actions necessary to
expedite and facilitate disposition of the Registrable Securities by the holders
thereof pursuant to the Registration Statement.

                       (d)     With a view to making available to the holders
of Registrable Securities the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the Commission that may at
any time permit the Purchasers to sell securities of the Company to the public
without registration, the Company, after it has become obligated to file
periodic or other reports pursuant to Section 13 of the 1934 Act agrees to:




<PAGE>


                                                                              8




                               (i)    make and keep public information
available, as those terms are understood and defined in Rule 144, at all times
after 90 days after the effective date of the first Registration Statement filed
by the Company for the offering of its securities to the general public;

                               (ii)   file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Securities and Exchange Act of 1934 (the "1934 Act"); and

                               (iii)  furnish to each holder of Shares, so long
as such holder of Shares owns any Shares, forthwith upon written request: (a) a
written statement by the Company that it has complied with the reporting
requirements of Rule 1 44 (at any time after 90 days after the effective date of
the first registration statement filed by the Company), the Securities Act and
the 1934 Act (at any time after it has become subject to such reporting
requirements), (b) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company and (c)
such other information as may be reasonably requested and as is publicly
available in availing the holders of Shares of any rule or regulation of the
Commission which permits the selling of any such securities without
registration.

                       (e)     Prior to the filing of the Registration Statement
or any amendment thereto (whether pre-effective or post-effective), and prior to
the filing of any prospectus or prospectus supplement related thereto, the
Company will provide each Selling Shareholder with copies of all pages thereto,
if any, which reference such Selling Shareholder.

               4.      Acknowledgment of Present and Future Conflicts of
Interest.

                       a.      SmartGate has been fully advised of the conflicts
of interest of the Purchasers and Duffey & Dolan, P.A. (collectively, the
"Conflicted Parties"). SmartGate has had full access to all books, records and
other documents of RadioMetrix and to ask questions of RadioMetrix' officers and
directors. SmartGate appointed an Independent Committee of its Board of
Directors (the "Independent Committee of Directors"), and has vested said
Independent Committee of Directors with full and complete authority to
negotiate, perform due diligence and, in its sole discretion, to enter into and
close this Agreement and the Merger Agreement. The conflicts of interest of the
Conflicted Parties were expressly waived by the independent Committee of
Directors. Further, the Independent Committee of Directors hereby waives: (i)
any defense to the future enforceability or validity of this Agreement arising
out of or relating to the conflicts of interest of the Conflicted Parties; and
(ii) any claim or cause of action which may be brought by SmartGate against the
Conflicted Parties based upon or related to the conflicts of interest.

                       b.      Following the Effective Time of the Merger
Agreement, SmartGate shall conduct its business, including all aspects relating
to the commercialization, development, product introduction, product marketing
and the establishment of product and licensing pricing of the RadioMetrix
Technology in a fashion deemed by the Board of Directors to be in the best
interest of SmartGate and its stockholders without regard to the interests of
the Purchasers or with regard to the Merger Consideration and Additional Merger
Consideration issued under the Merger Agreement. The Purchasers hereby
acknowledge the absolute discretion of SmartGate and its Independent Committee
of Directors to make any and all decisions regarding the manner


<PAGE>


                                                                              9



in which the RadioMetrix Technology shall be commercialized and hereby waive any
right to object thereto. In the event that the Board of Directors identifies any
matter before the Board or SmartGate which involves a conflict of interest
between SmartGate and the Purchasers, the decision or matters relating to or
affected by said conflict of interest shall be exclusively and solely resolved
by an Independent Committee of Directors appointed by the Board of Directors.
Such Independent Committee of Directors shall have full access to independent
legal counsel and independent advisors, including financial advisors. In all
such matters, including matters relating to the creation of an Independent
Committee of Directors or the determination of whether a conflict of interest
may be involved, Purchasers who are directors or officers of SmartGate shall
abstain. Any determination as to whether a conflict of interest exists shall be
determined by the Independent Members of the Board of Directors with all
interested or conflicted Directors abstaining.

        5.     Arbitration. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be exclusively settled by
binding arbitration before the American Arbitration Association situated in
Tampa, Florida before a panel of three (3) arbitrators. All aspects of the
arbitration shall be governed by the rules then in effect of the American
Arbitration Association. Arbitration shall be the sole and exclusive manner for
resolving all disputes hereunder. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. Each party
shall pay its respective share of the fees, costs and expenses billed by the
American Arbitration Association and the arbitrators, and the prevailing party
shall recover from the non-prevailing party all of the prevailing party's costs,
expenses and fees it incurred in connection with the arbitration, including
reasonable attorneys' fees.

        6.     Assignment.

               a.      SmartGate  shall not assign this Agreement  without first
obtaining the written permission of the Super Majority of the Purchasers.

               b.      Any one or all of the Purchasers may assign this
Agreement without the permission of SmartGate.

        7.     Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via telecopy to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):

               (a)     If to SmartGate:

               To:     Independent Committee of Directors
                       SmartGate Inc.
                       4400 Independence Court
                       Sarasota, Florida 34234
                       Attention: Independent Committee Member, Edmund C. King
                       Fax:  (941) 355-9373




<PAGE>

                                                                            10



                       Copy to:
                               Spitzer & Feldman, P.C.
                               405 Park Avenue
                               New York, NY 10022
                               Attention: Steven A. Sanders
                               Fax:   (212) 838-7472

                       (b)     If to Purchasers:

                       To:     The addresses set forth on Exhibit "A".

               8.      Rules of Construction. The provisions of Section 8 of
the Indemnity Agreement to which this Agreement is attached as Exhibit "B" are
incorporated herein by this reference and made an integral part hereof.

               9.      Miscellaneous. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. This Agreement
may be executed by the parties hereto in separate counterparts, each of which,
when so executed and delivered, shall be an original but all counterparts shall
together constitute one and the same instrument. Facsimile signatures to this
Agreement are permitted and shall be deemed the same as the original signature
of the signing party for all purposes.

               IN WITNESS WHEREOF, the Company has executed this Agreement by
its duly authorized officer and the Purchasers have executed this Agreement as
of the date first above written.

SmartGate Inc.
a Nevada Corporation

                                                   /S/ STEPHEN A. MICHAEL
                                                   -----------------------------
                                                   Stephen A. Michael

/S/ EDMUND C. KING
----------------------------                       Spencer Charles Duffey
By:                                                Irrevocable Trust u/a/d
Its: Chief Financial Officer                       July 29, 1998


                                                   /S/ WILLIAM W. DOLAN, Trustee
                                                   -----------------------------
                                                   William W. Dolan, Trustee
                                                   Elizabeth Rosemary Duffey
                                                   Irrevocable Trust u/a/d
                                                   July 29, 1998


                                                   /S/ WILLIAM W. DOLAN, Trustee
                                                   -----------------------------
                                                   William W. Dolan, Trustee

                                                   /S/ ROBERT T. ROTH
                                                   -----------------------------
                                                   Robert T. Roth

                                                   /S/ WILLIAM W. DOLAN
                                                   -----------------------------
                                                   William W. Dolan



<PAGE>






                                  EXHIBIT "A"





        PURCHASERS


        Stephen A. Michael
        416 Burns Court
        Sarasota, Florida 34236


        Spencer Charles Duffey Irrevocable
        Trust u/a/d July 29, 1998
        c/o William W. Dolan, Trustee
        416 Burns Court
        Sarasota, Florida 34236


        Elizabeth Rosemary Duffey Irrevocable
        Trust u/a/d July 29, 1998
        c/o William W. Dolan, Trustee
        416 Burns Court
        Sarasota, Florida 34236


        Robert T. Roth
        6008 Bay Valley Court
        Orlando, Florida 32819


        William W. Dolan
        416 Burns Court
        Sarasota, Florida 34236