MAI SYSTEMS CORP
EXHIBIT 10.28
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>10
<FILENAME>a80418ex10-28.txt
<DESCRIPTION>EXHIBIT 10.28
<TEXT>
<PAGE>


                                  EXHIBIT 10.28





                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

     MONACO INFORMATIQUES SYSTEMES, S.A.M., A MONACO CORPORATION AND MONACO
              INFORMATIQUES SYSTEMS-USA, INC., A NEVADA CORPORATION

                                       AND

 MAI SYSTEMS CORPORATION, A DELAWARE CORPORATION, LOGIX DEVELOPMENT CORPORATION,
  A NEVADA CORPORATION, AND GAMING SYSTEMS INTERNATIONAL, A NEVADA CORPORATION

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>    <C>                                                                  <C>
1.     DEFINITIONS                                                            3

2.     PURCHASE AND SALE                                                      5

       2.1    Purchased Assets                                                5

       2.2    Asset Exceptions                                                5

       2.3    Buyer Assumptions                                               6

       2.4    Purchase Price                                                  6

       2.5    Payment of Purchase Price; Interest on Purchase Deposit;
              Escrow Arrangements                                             6

       2.6    Adjustments and Pro-rations                                     7

3.     LICENSING                                                              7

4.     INVESTIGATIONS                                                         7

5.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER                    8

6.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER                    16

7.     CONDITIONS PRECEDENT TO CLOSING                                       17

8.     COVENANTS OF SELLER                                                   19

9.     SELLER'S CLOSING DOCUMENTS                                            20

10.    BUYER'S CLOSING DOCUMENTS                                             21

11.    CONFIDENTIALITY                                                       22

12.    CLOSING; CLOSING DATE                                                 22

13.    CANCELLATION AND EXTENSIONS                                           22

14.    INDEMNIFICATION                                                       23

15.    NO SHOP                                                               26

16.    POST-CLOSING COVENANTS AND SUCCESSOR ENTITY OPERATIONS                28

17.    BROKERS                                                               28

18.    MISCELLANEOUS                                                         28
</TABLE>


                                                                               2
<PAGE>

                            ASSET PURCHASE AGREEMENT


        THIS ASSET PURCHASE AGREEMENT ("Agreement") is made this ___ day of
July, 2001, by and between MAI Systems Corporation, a Delaware corporation
(`MAI'), Logix Development Corporation, a Nevada corporation ("Logix") and
Gaming Systems International, a Nevada corporation ("GSI") (MAI, Logix and GSI
are collectively referred to as "Seller") and Monaco Informatiques Systemes
S.A.M., a Monaco Corporation and Monaco Informatiques Systems - USA, Inc., a
Nevada corporation (collectively "Buyer").

                                    RECITALS

        Seller is the owner of the Assets and desires to sell the Assets to the
Buyer and Buyer desires to buy the Assets from Seller upon the terms and
considerations set forth in this Agreement.

        IN CONSIDERATION OF THE FOREGOING RECITALS and of the mutual
considerations, covenants and agreements provided below, the Seller and the
Buyer agree as follows:

1.      DEFINITIONS.

        For the purpose of this Agreement each of the following terms shall have
the meanings specified with respect thereto, unless a different meaning clearly
appears from the context:

        1.1    "Assets and Liabilities" shall mean all assets of the Company,
including but not limited to those listed on Exhibit A attached hereto
("Assets") and incorporated herein by this reference, together with the
liabilities of the Company listed in the MIS-USA column on Exhibit A
("Liabilities").

        1.2    "Assignments" shall mean the assignment and transfer documents in
the form of an assignment or other transfer of the Assets effectively
transferring to Buyer all rights, title and interest of the Assets free and
clear of any and all claims, security interests, liens or encumbrances. The
Assignments may be in the form of a single document or more than one document.
In the event all consents to assignments have not been obtained by the Closing
Date, Seller shall use best efforts to diligently pursue all necessary consents.

        1.3    "Buyer" shall mean Monaco Informatiques Systemes, S.A.M., a
Monaco corporation and Monaco Informatiques Systems-USA, Inc., a Nevada
corporation.

        1.4    "Buyer's Closing Documents" shall mean the agreements and
documents set forth in Section 10 below, each of which is to be executed by
Buyer and/or delivered to


                                                                               3
<PAGE>

Seller on the Closing Date and all other consents, certificates, documents and
instruments to be delivered by Buyer pursuant to the terms of this Agreement.

        1.5    "Business" shall mean the business operations of the Company.

        1.6    "Cash" shall mean, when used in connection with any Person, all
monetary and other items owned by that Person that are treated as cash in
accordance with GAAP, consistently applied.

        1.7    "Closing" has the meaning set forth in Section 7.

        1.8    "Closing Date" shall mean the last day of the month in which all
conditions precedent set forth in Section 6 have occurred, but in no event shall
the Closing Date extend beyond July 6, 2001 unless agreed to by the parties in
writing.

        1.9    "Closing Documents" shall mean the agreements and documents set
forth in Sections 9 and 10 below, which are to be executed by the parties and
delivered to each other on the Closing Date and all other consents,
certificates, documents and instruments to be delivered by the parties pursuant
to the terms of this Agreement.

        1.10   "Company" shall mean Logix and GSI.

        1.11   "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended, or any successor law, and the rules and regulations issued
pursuant to that act or any successor law.

        1.12   "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor law, and the rules and regulations issued pursuant to
that act or any successor law.

        1.13   "Exhibit" shall mean those documents identified as such and
attached hereto and incorporated by this reference.

        1.14   "GAAP" shall mean reference to generally accepted accounting
principles in the United States applied on a consistent basis from period to
period.

        1.15   "Gaming Authorities" shall mean collective reference to the
Nevada Gaming Control Board and the Nevada Gaming Commission, or any entity in
any country, state, county, city or other political subdivision which governs or
oversees gaming activities, including the supplying or operation of systems
similar to the Company's systems.

        1.16   "Governmental Authority" shall mean any federal, state, regional,
county or municipal governmental agency, board, commission, officer or official
whose consent or


                                                                               4
<PAGE>

approval is required or whose regulations must be followed as a prerequisite to
(i) the continued sale and service of casino systems, and/or (ii) the
performance of any act or obligation or the observance of any agreement,
provision or condition of whatever nature as set forth in this Agreement by
Buyer and Seller.

        1.17   "Intellectual Property" means the name "Gaming Systems
International," "GSI", any and all trademarks, trade names, service marks,
patents, software (and programs, look and feel, method), copyrights (including
any registrations, applications, licenses or rights relating to any of the
foregoing), technology, trade secrets, inventions, know-how, designs, computer
programs, processes, and all other intangible assets, properties and rights.

        1.18   "Interim Period" shall have the meaning assigned to it in Section
16(g).

        1.19   "Pension Plan" means any "employee pension benefit plan" that is
subject to Title IV of ERISA and which is maintained for employees of Company or
any of its ERISA Affiliates.

        1.20   "Person" means an individual, firm, corporation, trust,
association, partnership, joint venture, tribunal or other entity.

        1.21   "Purchase Deposit" shall mean the sum of One Million, Five
Hundred Thousand Dollars ($1,500,000).

        1.22   "Purchase Price" shall mean the amount of Three Million, Five
Hundred Thousand Dollars ($3,500,000).

        1.23   "Seller" shall mean the Company and MAI Systems Corporation, a
Delaware corporation.

        1.24   "Subsidiary" shall mean, with respect to any Person (the
"Owner"), any corporation or other Person of which securities or other interests
having the power to elect a majority of that corporation's or other Person's
board of directors or similar governing body, or otherwise having the power to
direct the business and policies of that corporation or other Person (other than
securities or other interests having such power only upon the happening of a
contingency that has not occurred) are held by the Owner or one or more of its
subsidiaries.

        1.25   "Successor Entity" shall mean Monaco Informatiques Systems -
U.S.A., Inc., a Nevada corporation, which entity has been established to conduct
operations of the Company after the Closing.


                                                                               5
<PAGE>

2.      PURCHASE AND SALE.

        2.1    PURCHASED ASSETS. On the Closing Date, Seller agree to sell,
transfer, convey, assign and deliver to Buyer and Buyer agrees to purchase for
the considerations and on the terms hereinafter provided, the Assets. Delivery
of the Assets to Buyer shall occur on the Closing Date.

        2.2    ASSET EXCEPTIONS. There are no assets of the Company that are
excluded from transfer to Buyer at Closing.

        2.3    BUYER ASSUMPTIONS. Pursuant to Exhibit "P", Buyer shall assume
the Liabilities of the Company listed in the MIS-USA column ($2,300,124.00) on
Exhibit "A" (not including those liabilities listed on Schedule 2.3) together
with those incurred by the Company in the ordinary and normal course of business
which do not materially increase the total Liabilities assumed hereby by Buyer.
Any liabilities of the Company not assumed by Buyer hereunder (including
Schedule 2.3 liabilities and any liabilities materially greater than the total
assumed by Buyer as shown in Exhibit "A") shall remain with the Company.

        2.4    PURCHASE PRICE. The Purchase Price of the Assets shall be the sum
of Three Million, Five Hundred Thousand Dollars ($3,500,000.00). The purchase
price shall be allocated as follows:

<TABLE>
<CAPTION>
Item                                Amount
----                                ------
<S>                                 <C>
Intangible Assets                   $2,564,581.00
    Customer Lists
    Customer Contracts
    Leases
    GSI Name
Covenants Not To Compete            $  100,000.00
(including assignments)

Inventory                           $  290,627.00
Fixed Assets                        $  544,792.00
</TABLE>

        2.5    PAYMENT OF PURCHASE PRICE; INTEREST ON PURCHASE DEPOSIT; ESCROW
ARRANGEMENTS. The Purchase Price shall be paid as follows:

        (a)    One Million Dollars ($1,000,000) in cash, which shall be
               non-refundable, shall be deposited by Buyer into escrow and wired
               to Seller out of escrow upon closing pursuant to the wire
               instructions set forth on Exhibit M hereto;


                                                                               6
<PAGE>

        (b)    the Purchase Deposit of One Million, Five Hundred Thousand
               Dollars ($1,500,000) shall be deposited in an interest-bearing
               escrow account with United Title, Escrow #01119541, Las Vegas,
               Nevada, or other mutually acceptable financial institution
               ("Escrow Agent") within three (3) business days after their
               execution of this Agreement. The parties shall execute the Joint
               Closing Instructions and Investment Funds Instructions that are
               consistent with the terms of this Agreement in the form attached
               hereto as Exhibit E and F respectively. The jurisdictions set
               forth in Schedule 2.5(b) are those represented by Seller as being
               those jurisdictions in which the Company has an existing sales
               contract, service contract, or open quotation. The Purchase
               Deposit, together with all accrued interest, shall be released to
               the Seller upon the earlier to occur of (i) 120 days after the
               Closing Date, or (ii) the date that Buyer receives the requisite
               licenses or approvals in all jurisdictions set forth in Schedule
               2.5(b) (which shall not include temporary licenses), provided,
               however, that in the event any Gaming Authority denies a license
               application submitted by Buyer or if any one or more of the
               licenses are not received within the 120 period then Buyer shall
               have the right to cancel this Agreement and the Purchase Deposit
               together with all accrued interest shall be returned to Buyer and
               Buyer shall have no further obligation hereunder. Buyer shall
               provide to Seller written notice of its intent to cancel the
               Agreement pursuant to this section within ten (10) business days
               after the 120th day subsequent to the Closing Date;

        (c)    Two Hundred and Fifty Thousand Dollars ($250,000) in cash
               eighteen (18) months after the Closing Date; and

        (d)    Seven Hundred and Fifty Thousand Dollars ($750,000), through
               execution of an interest-free secured promissory note ("Note") in
               the form as set forth in Exhibit N with payments required of Five
               Hundred Thousand Dollars ($500,000) due and payable nine (9)
               months from Closing, and the balance of the principal amount of
               the Note, or Two Hundred and Fifty Thousand Dollars ($250,000),
               due eighteen (18) months from Closing. The Note shall be secured
               by a pledge of the Assets of the Company pursuant to a security
               agreement in the form set forth as Exhibit O.

        (e)    The Purchase Price is subject to adjustment pursuant to Section
               2.6 herein.

        2.6    ADJUSTMENTS AND PRO-RATIONS. Buyer shall be entitled to an
adjustment to the Purchase Price, to be reflected as offsets or credits against
the amount of $250,000 of the Purchase Price payable pursuant to Section 2.5(c)
for the following items:


                                                                               7
<PAGE>

        (a)    for any accounts receivable over 90 days past due as of the
               Closing and set forth on Schedule 2.6(a), that are not collected
               within eighteen (18) months after the Closing Date(credits issued
               against or incentives offered to customers listed in Schedule
               2.6(a) to purchase additional equipment or services subsequent to
               the Closing Date shall be considered a cash receipt for purposes
               of this Section 2.6;

        (b)    for any amounts paid by the Buyer, with Seller's approval, for
               the settlement of employee disputes listed on Schedule 2.6(b);
               and

        (c)    any other claim arising out of events or circumstances prior to
               the Closing Date which may impact the Assets or increase the
               Liabilities.

3.      LICENSING

        (a)    This Agreement is conditioned, if applicable, upon the execution
               of a distribution/consulting agreement between MIS/USA and Logix
               Development Corporation of Nevada (LDN). The agreement shall
               require LDN to sell the Signet system and Galaxis system on
               behalf of MIS/USA in fulfillment of the existing contracts and
               orders in process and those which may be executed in the future.
               LDN shall maintain all its licenses until the cancellation of the
               distribution agreement. LDN shall be paid a fee of 1% of the
               sales price of each system. All maintenance and service contracts
               shall be performed with MIS/USA personnel under a consulting
               agreement with LDN. LDN shall be used as the distribution company
               only in the event this is required in order to distribute product
               or services during the 120 day escrow period in which MIS is
               obtaining its licenses or approvals. A copy of the distribution
               agreement is attached hereto as Exhibit T.

        (b)    In the event the Agreement is terminated in accordance with
               paragraph 2.5(b) above, MIS agrees to grant MAI a non-exclusive
               license agreement to distribute MIS products in the US upon terms
               mutually agreed upon by the parties.

4.      INVESTIGATIONS.

        (a)    Investigations. Buyer acknowledges that it has conducted a due
diligence investigation of the Company and is purchasing the Assets "as is,"
except as warranted by the Seller pursuant to Section 5 herein. Buyer wishes to
have continued access to the books and records of the Company from the date
hereof through the Closing Date. Buyer shall be permitted to conduct further
investigations of the space covered by the Lease of Premises and leased storage
space in accordance with Section 4(b). Seller shall provide Buyer with all
information reasonably requested pursuant to Buyer's investigations within a
reasonable


                                                                               8
<PAGE>

period of time (taking into account the nature and scope of the request)
following Buyer's request.

        (b)    Access to Information and the Premises. At any reasonable time
prior to the Closing Date and with prior notification to and approval of the
Seller, Buyer, its agents and representatives shall be entitled: (i) to enter
onto the Company business premises, as covered by the Lease of Premises, and
leased storage space during normal business hours, (ii) to examine and copy any
and all books and records, if any, maintained by the Company and its agents, and
(iii) to interview certain current employees. Seller shall provide Buyer with
all information in Seller's or Company's possession. No such access, however,
shall unreasonably interfere with the Company and its operation of the Business;
and all information received by the Buyer and given by or on behalf of the
Company in connection with this Agreement and the transactions contemplated
hereby shall be held by the Buyer and its Affiliates, agents and representatives
confidential pursuant to the terms of the Confidentiality Agreement between
Buyer and Seller.

        (c)    Seller's Deliveries of Documents and Information. Prior to
execution hereof by all parties, Seller shall have delivered to Buyer a full and
accurate list and reasonably complete details concerning each item described
below and a copy of each document to the extent such copies were in the
possession or control of Seller, Company or any affiliate, agent or related
party of Seller or Company: (i) a copy of any and all sales agreements between
the Company and its customers, together with all amendments, modifications, and
schedules and exhibits attached thereto; (ii) a list of all licenses for the
Company products or giving Company the right to sell the product in the
jurisdiction in question; (iii) a copy of the entire customer list including (A)
the list of all customers and potential customers; (B) all relevant addresses
and telephone numbers; and (C) a summary of current negotiations with any
customer or potential customer; (iv) copies of all employment agreements with
all Company employees; (v) copies of all leases of real or personal property;
and (vi) any other documents and information reasonably requested by Buyer
relating to the business.

5.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.

        Seller represents and warrants to Buyer as follows. All representations
and warranties are true and correct as of the date hereof and, except as
otherwise expressly provided herein, will be true and correct on the Closing
Date.

        (a)    Organization. GSI and Logix are corporations duly organized,
validly existing and in good standing under the laws of the State of Nevada, and
have all requisite power and authority to own its properties and carry on its
business as now being conducted.

        (b)    Power and Authority. Seller has full power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions


                                                                               9
<PAGE>

contemplated hereby have been duly and validly authorized in accordance with the
Articles and any requisite approvals of shareholders and directors have been
obtained. This Agreement has been duly and validly executed and delivered by
Seller and is a valid and binding agreement of Seller, enforceable against it in
accordance with its terms.

        (c)    Title of Assets. Seller is the owner, beneficially and of record,
of all the Assets free and clear of all liens, encumbrances, security
agreements, equities, options, claims, charges, and restrictions, except as set
forth on Schedule 5(c). Seller has full power to transfer the Assets, including
all licenses to Buyer without obtaining the consent or approval of any other
Person or Governmental Authority (but excluding any licenses or permits required
by the Gaming Authorities to be transferred according to their applicable
statutes or regulations).

        (d)    Assignability/Transfer of Assets. All Assets identified in
Exhibit A are assignable or may otherwise be transferred to Buyer, and all such
Assets shall effectively be assigned or otherwise transferred in accordance with
the terms and conditions of this Agreement and the corresponding Assignments.
Schedule 5(d) is an inventory of the Company's fixed assets which inventory was
conducted as of June 30, 2001. In the event any of the inventory items are
removed from the space covered by the Lease of Premises or the leased storage
space prior to the Closing Date then the Purchase Price shall be decreased by
the replacement value of the missing items.

        (e)    Liabilities. The MIS -- USA column in Exhibit A to this Agreement
contains a complete and accurate schedule of the liabilities and obligations of
the Company to be assumed by the Buyer. The Company does not have any debts,
liabilities, or obligations of any nature, whether accrued, absolute,
contingent, or otherwise, and whether due or to become due, that are not set
forth in Exhibit A or on Schedule 5(r).

        (f)    Compliance.

               (i)    The Company has been and is in compliance with all
                      material applicable laws and regulations of federal, state
                      and local governmental authorities and Gaming Authorities
                      applicable to the conduct of its business and there are no
                      violations of any such laws and regulations. The Company
                      has not received any written claim, demand, notice,
                      complaint, court order or administrative order from any
                      governmental authority, asserting that a license of it
                      under any gaming laws should be revoked or suspended or
                      that any such party was not or is not in full compliance
                      with such license;

               (ii)   The Company is and has been, in full compliance with all
                      of the terms and requirements of each award, decision,
                      injunction, judgment, order, ruling, subpoena, or verdict
                      (each, an "Order") entered, issued, made,


                                                                              10
<PAGE>

                      or rendered by any court, administrative agency, Gaming
                      Authority or other governmental entity, officer or
                      authority or by any arbitrator to which it is or has been
                      subject, and no event has occurred or circumstance exists
                      that may constitute or result in (with or without notice
                      or lapse of time) a violation of or failure to comply with
                      any term or requirement of any Order to which Company is
                      subject, except where such non-compliance, violation or
                      failure to comply would not have a material adverse effect
                      on the financial performance of the Business;

               (iii)  To the best of Seller's knowledge, no complaints,
                      disputes, orders to show cause or disciplinary actions
                      related to the Company's gaming operations have been
                      instituted against the Company by any Gaming Authorities
                      or Governmental Authority.

        (g)    Consents and Approvals; No Violation. Seller and Company have the
               right, power, legal capacity, and authority to enter into and
               perform their respective obligations under this Agreement; and no
               approvals or consents of any persons other than Seller and
               Company are necessary in connection with it. The execution and
               delivery of this Agreement and related documents do not, and the
               consummation of the transactions contemplated hereby and the
               performance by Seller and Company of their obligations thereunder
               will not:

               (i)    conflict with or violate any provisions of the Seller's or
                      Company's Articles or Bylaws;

               (ii)   require any consent, approval, order, authorization or
                      permit of, or registration, filing or notification to, any
                      governmental or regulatory authority or agency, except for
                      the approval of gaming authorities;

               (iii)  result in any conflict with or violation of or the breach
                      of or constitute a default (with notice or lapse of time
                      or both) under, or give rise to any right of cancellation,
                      cancellation or acceleration or guaranteed payments under
                      or to a loss of a material benefit under, any of the
                      terms, conditions or provisions of any guarantee, note,
                      bond, indenture, lease, mortgage, license, franchise,
                      agreement or other instrument or obligation to which
                      Seller or Company is a party or by which Seller or Company
                      may be bound, except for such conflicts, violations,
                      breaches, defaults, or rights of cancellation,
                      cancellation or acceleration, or losses as to which
                      requisite and valid waivers or consents have been obtained
                      or will be obtained prior to the Closing Date;


                                                                              11
<PAGE>

               (iv)   violate the provisions of any Order, decree, statute, rule
                      or regulation applicable to Seller or the Company; or (v)
                      result in the creation of any lien, charge or encumbrance
                      upon the Business under any agreement or instrument to
                      which Seller is a party or by which Seller is bound.

        (h)    Absence of Undisclosed or Contingent Liabilities. The Company
does not have any liabilities (whether accrued, absolute, contingent,
unliquidated or otherwise, whether due or to become due, whether known or
unknown, and regardless of when asserted) in connection with the Business except
as set forth in Exhibit A or Schedule 5(r) or that are current liabilities
incurred in the ordinary course of business consistent with the past practice
and prior to the Closing Date and which are neither material in amount nor
inconsistent with any of the representations or warranties made herein.

        (i)    Tax Matters. For the purposes hereof, the term "Taxes" means all
taxes, charges, fees, levies or other assessments, including without limitation,
all gaming taxes, gross receipts, sales, use, ad valorem, transfer, franchise,
license, withholding, payroll, employment, workmen's compensation, social
security, unemployment, excise, estimated, severance, stamp, occupation, real or
personal or other taxes, customs, duties, fees, assessments or charges of any
kind whatsoever including, without limitation, all interest and penalties
thereon, and additions to tax or additional amounts imposed by any taxing
authority, domestic or foreign, upon the Business. All tax returns that are
required to be filed by the Company have been or will be duly filed with all
federal, state and local tax authorities. All Taxes due from or required to be
remitted by the Company with respect to the Business for the taxable periods
ending on or prior to, and the portion of any interim period up to, the Closing
Date have been fully and timely paid or, , have been adequately provided for in
the financial statements of the Company, and there are no levies, liens, or
other encumbrances relating to Taxes existing, or to the knowledge of Seller,
threatened or pending with respect to the Business or the Company. There are no
present disputes about Taxes between Company and any governmental body
(including but not limited to the Internal Revenue Service, the Nevada State
Department of Taxation, and the Nevada Gaming Commission) or any third party,
including but not limited to customers or suppliers. The Company has never
filed, and will not file on or before the Closing Date, any consent under
Internal Revenue Code section 341(f).

        (j)    Personnel Agreements. Schedule 5(j) is a list of all the
Company's employment contracts. The Company does not have an oral contract with
any employee. The Company is not in violation of or in default under any
employment contract, and there is no pending or threatened litigation involving
any current employee or employment matter.

        (k)    Employee Benefit Plans.

               (i)    The Company is the only entity or person that has employed
               personnel in the Business since its inception. Except as provided
               in writing to Buyer and


                                                                              12
<PAGE>

               as listed on Schedule 5(k)(i), with respect to all employees and
               former employees of the Company and all dependents and
               beneficiaries of such employees and former employees, (A) the
               Company does not maintain or contribute to any non-qualified
               deferred compensation or retirement plans, contracts or
               arrangements, (B) the Company does not contribute to any
               qualified defined contribution plans as defined in Section 3(34)
               of ERISA or Section 414(i) of the Code (hereinafter defined), (C)
               the Company does not maintain or contribute to any qualified
               defined benefit plans as defined in Section 3(35) of ERISA or
               Section 414(j) of the Code, and (D) the Company does not maintain
               or contribute to any employee welfare benefit plans as defined in
               Section 3(1) of ERISA.

               (ii)   To the extent required (either as a matter of law or to
               obtain the intended tax treatment and tax benefits), each
               employee benefit plan as defined in Section 3(3) of ERISA which
               the Company does maintain or to which it does contribute
               (collectively, the "Plans") has been administered in compliance
               with its terms and Company believes complies, both in form and
               operation, with the applicable provisions of ERISA (including,
               but not limited to, the funding and prohibited transactions
               provisions thereof), the Code and other applicable laws. With
               respect to the Plans, (A) all required contributions which are
               due have been made and a proper accrual has been made in the
               Company's financial statements for all contributions which were
               due but not paid in previous fiscal years or are due in the
               current fiscal year, (B) there are no actions, suits or claims
               pending, other than routine uncontested claims for benefits, and
               (C) there have been no prohibited transactions as defined in
               Section 406 of ERISA or Section 4975 of the Code.

               (iii)  The Company does not contribute (and has not ever
               contributed) to any multi-employer plan, as defined in Section
               3(37) of ERISA. The Company has no actual or potential
               liabilities under Section 4201 of ERISA for any complete or
               partial withdrawal from a multi-employer plan. The Company has no
               actual or potential liability for death or medical benefits after
               separation from employment, other than (A) death benefits under
               the employee benefit plans or programs (whether or not subject to
               ERISA) that will be set forth in writing to Buyer, and (B) health
               care continuation benefits described in Section 4980B of the
               Code.

               (iv)   Each Plan maintained by the Company which is intended to
               be a qualified plan within the meaning of Section 401 of the Code
               has been determined by the Internal Revenue Service to be so
               qualified, and Seller is not aware of any fact or circumstance
               which would adversely affect the qualified status of any such
               Plan. No Plan maintained by the Company has been subject to a
               "reportable event" (as defined in Section 4043 of ERISA) or


                                                                              13
<PAGE>

               any event requiring disclosure under Section 4062(e) or 4063(a)
               of ERISA. No employee benefit plan is subject to the minimum
               funding requirements of Part 3 of Subtitle B of Title I of ERISA
               or Section 412 of the Code.

               (v)    All reports and information required to be filed with the
               Department of Labor, Internal Revenue Service, and Pension
               Benefit Guaranty Corporation or with plan participants and their
               beneficiaries with respect to each Plan have been filed, and all
               annual reports (including Form 5500 series) of such Plan were
               certified without qualification by each Plan's accountants and
               actuaries to the extent, and in the manner, required under ERISA.

               (vi)   There has been no violation of the "continuation coverage
               requirements" of former Section 162(k) of the Code (as in effect
               for tax years beginning on or before December 31, 1988), of
               Section 4980B of the Code (as in effect for tax years beginning
               on and after January 1, 1989) and of Part 6 of Subtitle B of
               Title I of ERISA with respect to any welfare Plan to which such
               continuation coverage requirements apply.

               (vii)  Other than such continuation of benefit coverage under
               group health plans as is required by applicable law (as described
               in (vi) above), the Company does not maintain retiree life or
               retiree health plans providing for continuing coverage for any
               employee or any beneficiary of an employee after the employees'
               cancellation of employment.

               (viii) The Company did not formerly maintain or contribute to any
               Plan which has been terminated

        (l)    Employee Health and Safety. The Company has not violated in any
material respect and has no material liability, and has not received a notice or
charge asserting any violation of or liability under, OSHA or, to the best of
the Seller's knowledge, any other federal or state acts (including rules and
regulations thereunder) regulating or otherwise affecting employee health and
safety.

        (m)    Title to Assets. The Company has good and marketable title to all
the Assets and interest in the Assets. All the Assets are free and clear of
restrictions on or conditions to transfer or assignment and free and clear of
mortgages, liens, pledges, charges, encumbrances, equities, claims, easements,
rights of way, covenants, conditions, or restrictions, except for those which
are expressly set forth in Schedule 5(c). The Company is not in default or in
arrears in any material respect under any lease. All real property and tangible
personal property of the Company is in good operating condition and repair,
ordinary wear and tear excepted. The Company is in possession of all premises
leased to


                                                                              14
<PAGE>

them from others. Neither Seller; nor any officer, director, or employee of the
Company; nor any spouse, child or other relative of any of these persons, owns,
or has any interest, directly or indirectly, in any of the Assets, including but
not limited to real or personal property owned by or leased to the Company or
any Intellectual Property identified herein.

        (n)    Leases True and Correct. The copy of the Lease of Premises,
attached hereto as Exhibit B, delivered to Buyer prior to the Closing Date is
true, correct and complete. The Lease is in full force and effect, without
default by any party and without any claim made for the right of setoff, except
as specifically disclosed to Buyer in writing at the time of such delivery. The
Lease constitutes the entire agreement between the Company and the other party
to the Lease, have not been amended, modified or supplemented, except for such
amendments, modifications and supplements disclosed and delivered to Buyer prior
to the Closing Date, and Seller has no other interest as lessee or lessor under
any other building lease used in connection with the operation of the Business.

        (o)    Assumed Equipment Leases and Contracts True and Correct. True,
complete and correct copies of the assumed equipment leases and contracts,
including all existing customer contracts, listed on Schedule 5(o) will be
delivered to Buyer prior to execution hereof. The assumed equipment leases and
contracts are in full force and effect, without default by any party and without
any claims made for the right of setoff, except as specifically disclosed to
Buyer in writing at the time of their delivery. The assumed equipment leases and
contracts constitute the entire agreements with such contractors relating to the
Business, have not been amended, modified or supplemented, except for such
amendments, modifications and supplements disclosed and delivered to Buyer prior
to the Closing Date, and there are no other agreements with any third parties.
The Company has performed in all material respects all obligations required to
be performed by it under each such assumed equipment lease and contract and no
condition exists or event has occurred which with notice or lapse of time would
constitute a default or a basis for delay, non-performance, cancellation,
modification or acceleration or maturity or performance by either Seller or by
any other party thereto. Other than as contemplated herein, there are no
renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate
any material amounts paid or payable to the Company or the Seller under current
or completed agreements, contracts or commitments which constitute the assumed
equipment leases and contracts. All assumed equipment leases and contracts have
been entered into in the ordinary course of business and have been entered into
without the commission of any act or any consideration having been paid or
promised that is or would be in violation of any applicable federal, state or
local statutes, ordinances, rules, regulations, permits, licenses or other
authorizations. All necessary consents to the assignment of the equipment leases
and contracts listed on Schedule 5(o) have been obtained, or are not permitted
or required.


                                                                              15
<PAGE>

        (p)    Gaming Authority Permits and Licenses. Schedule 5(p) is a true
and accurate list of all licenses, certificates, franchises, and rights issued
by Gaming Authorities to the Company on or before the Closing Date. The Company
is not and has not operated in any jurisdiction without first obtaining all
necessary gaming licenses and permits.

        (q)    No Construction Contracts. As of the Closing Date, there will be
no outstanding contracts made by Seller or the Company for the construction or
repair of any improvements to the space covered by the Lease of Premises or the
building containing such space which have not been fully paid for and the
Company shall cause to be discharged all mechanics' or materialmen's liens filed
for work performed at the direction of the Company arising from any labor or
materials furnished to the space covered by the Lease of Premises or the
corresponding building prior to the Closing Date.

        (r)    Legal Proceedings. Except as set forth in Schedule 5(r), there
are no, and during the last three years there have not been any, claims,
actions, suits, proceedings (arbitration or otherwise) or, to the knowledge of
Seller, after due inquiry, investigations involving or affecting the Company or
the Assets or Liabilities. To the knowledge of Seller after due inquiry, except
as described in Schedule 5(r), no such claim, action, suit, proceeding or
investigation is presently threatened or contemplated. There are no unsatisfied
judgments, penalties or awards against or affecting either the Company or the
Assets or the Liabilities. Except as disclosed in Schedule 5(r), there is no
Order or other decision entered, issued, made or rendered by any court,
arbitrator, government or governmental agency or instrumentality to which the
Company or the Assets is subject. To the knowledge of the Seller, no officer,
director, trustee or employee of the Company is subject to any Order that
prohibits such officer, director, trustee or employee from engaging in or
continuing any conduct, activity or practice relating to the Business.

        (s)    No Merger. None of the representations or warranties made in this
Agreement shall merge into any instrument or conveyance delivered at Closing,
and all such representations and warranties shall survive the Closing Date for
the period described in Section 14 hereof.


                                                                              16
<PAGE>

        (t)    Customer Database. Exhibit C to this Agreement is a correct and
current list of all customers of the Company. The Company has no information or
knowledge indicating that any of these customers intend to cease doing business
with the Company or that they may materially alter the amount of business they
are contractually bound to do with the Company. To Seller's best knowledge,
neither the Seller nor any employee, representative, affiliate, agent, officer
or director of the Company has delivered, and neither the Seller nor the Company
shall knowingly permit any employee, representative, agent, officer or director
of the Company to (i) deliver the Company's customer database file or records to
a third party (other than mailing houses to process such information on behalf
of the Company) or (ii) allow a third party access to the Company's customer
database files and records. The Company's customer database files and records
are updated and maintained by the Company regularly and shall be updated and
maintained by the Company through the Closing Date in accordance with past
practice.

        (u)    Intellectual Property. Attached as Schedule 5(u) to this
Agreement is a list of all Intellectual Property, tradenames, trademarks,
copyrights and their registrations (collectively "Intellectual Property "),
owned by the Company or in which the Company has any right, license, or for
which the Company has made application. To the best of Seller's knowledge, (a)
all Intellectual Property purported to be owned by the Company is in fact owned
and lawfully used by the Company and no other party has rights or potential
rights to such Intellectual Property; and (b) the Company has not infringed, and
by their use of the Intellectual Property , is not infringing on any United
States or state trade name, trademark or copyright belonging to any other
person, firm or corporation and, to the best of Seller' knowledge, the use of
the Intellectual Property by Buyer will not conflict with, infringe on or
otherwise violate the rights of others. To the best of Seller's knowledge,
Seller and the Company have the right to sell and assign to Buyer all such
Intellectual Property.

        (v)    Insurance Policies. Schedule 5(v) to this Agreement is a listing
of all insurance policies held by the Company concerning the Business. All these
policies are in the respective principal amounts set forth in Schedule 5(v). The
Company has maintained and now maintains (i) insurance on the Assets of a type
customarily insured, covering property damage and loss of income by fire or
other casualty, and (ii) adequate insurance protection against all liabilities,
claims, and risks against which it is a customary to insure. The Company is not
in default with respect to payment of premiums on any such policy. No claim is
pending under any such policy. All such insurance policies are, at Buyer's
option, assignable in accordance with this Agreement.

        (w)    Other Contracts. The Company is not a party nor is its property
bound by, any distributor's or manufacturer's representative or agency
agreement; any output or requirements agreement; any agreement not entered into
in the ordinary course of business; any indenture, mortgage, deed of trust, or
lease; or any agreement that is unusual in nature, duration or amount (including
any agreement requiring the performance of the Company more than one year from
closing date or calling for consideration of more than $5,000.00;


                                                                              17
<PAGE>

except the agreements listed in Schedule 5(w) , copies of which have been
furnished or made available to Buyer. There is no default or event that, with
notice, lapse of time, or both, would constitute a default by any party to any
of these agreements or to exercise or not exercise any options under any of
these agreements. The Company is not a party to and its property is not bound by
any agreement that is materially adverse to the Business, properties, or
financial condition of the Company.

        (x)    Material Misstatements or Omissions. Neither this Agreement nor
any other document, certificate or statement furnished to Buyer by or on behalf
of Seller in connection with this Agreement contains any untrue statement of a
material fact, or omits any material fact necessary to make the statements
contained herein or therein not misleading in light of the context in which they
were made.

        (y)    Real Property. The Company owns no real property and the purchase
of the Assets in accordance with this Agreement will not, directly or
indirectly, subject Buyer to any environmental hazard claims, demands or
disputes.

        (z)    Permits Required by Governmental Authorities Other Than Gaming
Authorities. The Company holds all licenses, certificates, permits, franchises,
rights, code approvals and private product approvals (collectively, "Permits"),
which are necessary for the lawful operation of the business of the Company,
excluding any such licenses or Permits required by the Gaming Authorities, which
is covered in Section 5(p) above.

        (aa)   Accuracy of Statements. Neither this Agreement nor any schedule,
exhibit, schedule, addenda, statement, list, document, certificate or other
information furnished or to be furnished by or on behalf of the Company to Buyer
or any representative or Affiliate of Buyer in connection with this Agreement or
any of the transactions contemplated hereby contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein, in light of the
circumstances in which they are made, not misleading.

        (bb)   Continued Accuracy. Seller shall use all reasonable efforts to
cause its representations and warranties set forth in this Section 4 to be true
and correct on and as of the Closing Date.

6.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER.

        Buyer represents, warrants and covenants to Seller as of the date of the
execution and delivery of this Agreement, as follows. All representations and
warranties are true and correct as of the date hereof and, except as otherwise
expressly provided herein, will be true and correct as of the Closing Date.


                                                                              18
<PAGE>

        (a)    Good Standing; Binding Documents. Monaco Informatiques Systemes,
S.A.M. is a corporation duly organized, validly existing and in good standing
under the laws of Monaco and is authorized to conduct business in the State of
Nevada, and is not insolvent. Monaco Informatiques Systems - USA, Inc.,is a
Nevada corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada. This Agreement has been, and all the documents
to be delivered by Buyer to Seller at the Closing will be, duly authorized,
executed and delivered by the signatories hereto, and in the case of the
documents to be delivered will be, legal and binding obligations of the
signatories thereto enforceable in accordance with their respective terms
(except to the extent that such enforcement may be limited by applicable
bankruptcy, insolvency, moratorium and other principles relating to or limiting
rights of contracting parties generally), and do not, and in the case of the
documents to be delivered will not, violate any provisions of any agreement to
which Buyer is a party or to which it is subject. There are no pending, or to
Buyer's knowledge, threatened legal proceedings or actions against Buyer that
could impair Buyer's ability to perform its duties and obligations under this
Agreement or any agreement to be entered into or delivered by Buyer in
connection with this Agreement.

        (b)    Notification of Change. Buyer shall promptly notify Seller of any
event or circumstance which makes any representation or warranty of Buyer to
Seller under this Agreement materially untrue or misleading or any covenant of
Buyer under this Agreement incapable of being performed.

        (c)    Material Misstatements or Omissions. Neither this Agreement nor
any other document, certificate or statement furnished to Seller by or on behalf
of Buyer in connection with this Agreement contains any untrue statement of a
material fact, or omits any material fact necessary to make the statements
contained herein or therein not misleading in light of the context in which they
were made.

        (d)    Noncontravention. The execution, delivery and performance of this
Agreement by the Buyer and the consummation of the transactions contemplated
hereby will not violate or conflict with, or constitute a breach or default
(whether upon lapse of time and/or the occurrence of any act or event or
otherwise) under (a) the charter documents of the Buyer or (b) any law,
regulation, order, judgment, or decree applicable to the Buyer.

        (e)    No Governmental Consent or Approval Required. No authorization,
consent, permit, approval or other order of, declaration to, or registration,
qualification, designation or filing with, any Governmental Authority or any
other Person is required: (i) for or in connection with the execution, delivery
and performance of this Agreement by the Buyer regarding any actions required by
Buyer up to and including the Closing and , (ii) save and except for those
Gaming Authorities set forth in Schedule 2.5(b) for or in connection with the
performance of this Agreement by the Buyer and the consummation of the
transactions contemplated hereby after Closing, other than any consents, the
failure to obtain would not prohibit the consummation of any of the transactions
contemplated hereby.


                                                                              19
<PAGE>

        (f)    Financial Capability. The Buyer has, or has access to, sufficient
funds to make the payment of the Purchase Price on the terms and conditions
contemplated by this Agreement.

        (g)    Continued Accuracy. Buyer shall use all reasonable efforts to
cause its representations and warranties set forth in this Section 6 to be true
and correct on and as of the Closing Date.

7.      CONDITIONS PRECEDENT TO CLOSING.

        (a)    Buyer's Conditions Precedent. The following shall be conditions
precedent to Buyer's obligation to consummate the purchase and sale transaction
contemplated herein (the "Buyer's Conditions Precedent"):

               (i)    All representations and warranties of Seller and the
                      Company in Section 5 shall be true and correct as of the
                      Closing Date as if made on that date and all agreements,
                      covenants and obligations of Seller and the Company under
                      this Agreement to be performed or complied with on or
                      before the Closing Date shall have been performed or
                      complied with and Seller and the Company shall have
                      executed and delivered to Buyer a certificate to that
                      effect in the form attached as Exhibit J hereto ("Seller's
                      Certificate");

               (ii)   No material breach or default by either Seller or Company
                      shall have occurred hereunder that has not been cured to
                      Buyer's reasonable satisfaction. Buyer shall provide
                      Seller with written notice of any material breach or
                      default by Seller or Company promptly upon Buyer's
                      discovering that such breach or default exists;

               (iii)  Seller shall have executed and delivered to Buyer at the
                      Closing the documents which they are required to so
                      execute and deliver pursuant to Section 9;

               (iv)   Buyer shall have received the legal opinion of the Law
                      Office of David M. Griffith with a supplemental opinion
                      from a Nevada law firm on matters of Nevada law in the
                      form attached hereto as Exhibit H;

               (v)    The Closing shall not directly or indirectly (with or
                      without notice or lapse of time), violate, contravene,
                      materially conflict with or result in a violation of any
                      law and shall not violate any order or decree of any court
                      or governmental body of competent jurisdiction, and no
                      suit, action, proceeding or investigation shall have been
                      brought or


                                                                              20
<PAGE>

                      threatened by any Person (other than Buyer or an affiliate
                      of Buyer) which questions the validity or legality of this
                      Agreement or the transactions contemplated hereby;

               (vi)   The respective parties shall have entered into the
                      Covenant Not to Compete in the form attached hereto as
                      Exhibit D;

               (vii)  Roy Student, Joseph Wilcox and all other key employees as
                      listed on Schedule 7(a)(vii) shall have entered into the
                      employment agreements in the form attached hereto as
                      Exhibits Q, R and U;

               (viii) The Company shall preserve its Business intact; the
                      Company shall keep available to the Company its present
                      officers and employees; and shall preserve its present
                      relationships with suppliers, customers, and others having
                      business relationships with the Company;

               (ix)   The Company shall have paid all required state
                      unemployment taxes through the date of Closing;

               (x)    The Company shall maintain all its licenses until the
                      licensing of the Successor Entity in the jurisdictions
                      listed on Schedule 2.5(b);

               (xi)   Seller shall execute a cancellation letter in the form set
                      forth in Exhibit S and cause such cancellation letter to
                      be executed by ABF such that ABF thereby releases the
                      Company and the Assets as security under its agreement
                      with Logix and agrees to take any further action and sign
                      any further document reasonably necessary to release any
                      and all claims against the Assets; and

               (xii)  The parties shall have entered into the Distribution
                      Agreement provided for in Exhibit T.

        To the extent allowed by law, each of Buyer's Conditions Precedent may
be waived in whole or in part by Buyer by written notice to Seller and at
Closing, all Buyer's Conditions Precedent set forth herein shall either be
satisfied or so waived except as otherwise provided in this Agreement. Seller
shall use all reasonable efforts to ensure that Buyer's Conditions Precedent are
satisfied prior to the Closing Date contemplated hereunder.


                                                                              21
<PAGE>

        (b)    Seller's Conditions Precedent. The following shall be conditions
               precedent to Seller's obligation to consummate the purchase and
               sale transaction contemplated herein (the "Seller's Conditions
               Precedent"):

               Buyer shall have delivered into escrow for release to the Seller
               the amount of One Million Dollars ($1,000,000) upon execution of
               this Agreement and shall have also placed the Purchase Deposit
               into escrow;

               (ii)   All representations and warranties of Buyer in Section 6
        shall be true and correct as of the Closing Date and all agreements,
        covenants and obligations of Buyer under this Agreement to be performed
        or complied with on or before the Closing Date shall have been performed
        or complied with and Buyer shall have executed and delivered to Seller a
        certificate to such effect in the form attached at Exhibit K hereto
        ("Buyer's Certificate"); No material breach or default by Buyer shall
        have occurred hereunder that has not been cured to Seller' reasonable
        satisfaction. Seller shall provide Buyer with written notice of any
        material breach or default by Buyer promptly upon Seller' discovering
        that such breach or default exists;

               (iii)  The Closing shall not directly or indirectly (with or
               without notice or lapse of time), violate, contravene, materially
               conflict with or result in a violation of any law and shall not
               violate any order or decree of any court or governmental body of
               competent jurisdiction, and no suit, action, proceeding or
               investigation shall have been brought or threatened by any Person
               (other than Seller or an affiliate of Seller) which questions the
               validity or legality of this Agreement or the transactions
               contemplated hereby;

               (iv)   Buyer shall have executed and delivered to Seller at the
               Closing the documents which it is required to so execute and
               deliver pursuant to Section 10;

               (v)    Seller shall have received the legal opinion of Bible, Hoy
               and Trachok in the form attached hereto as Exhibit I; and

        To the extent allowed by law, each of Seller's Conditions Precedent may
be waived in whole or in part by Seller by written notice to Buyer and at
Closing, all Seller's Conditions Precedent set forth herein shall either be
satisfied or so waived, except as otherwise provided in this Agreement. Buyer
shall use all reasonable efforts to ensure that such Seller's Conditions
Precedent are satisfied prior to the Closing Date contemplated hereunder.


                                                                              22
<PAGE>

8.      COVENANTS OF SELLER

        Seller hereby covenants to Buyer, as follows:

               (a)    Prior to the Closing, the Company shall not execute any
        new material leases, nor terminate, renew, amend or modify any existing
        lease without Buyer's prior written consent. Buyer's consent to any such
        matter shall be deemed given by Buyer if Buyer fails to respond to
        Seller' written request for such consent within ten (10) business days
        after Buyer's receipt thereof.

               (b)    Company shall not do, or agree to do, any of the
        following: (1) pay any obligation or liability, fixed or contingent,
        other than current liabilities in the course of ordinary business; (2)
        waive or compromise any right or claim; (3) cancel, without full
        payment, any note, loan, or other obligation owing to the Company; or
        (4) make any payment on a long term liability or affiliate trade payable
        as listed in Exhibit 2.3, Anne Howington's outstanding salary and
        expenses, or pay the Kootenai refund using the Company's funds or using
        any receivable received by the Company between June 21, 2001 and the
        Closing Date.

               (c)    At all times prior to the Closing, Seller and Company
        shall operate, and manage the Business in a manner consistent with the
        Seller's and Company's past practices and the provisions of this
        Agreement, shall maintain present services, and shall perform in all
        material respects when due all of Seller's obligations under any
        contracts and otherwise in accordance in all material respects with
        applicable permits, licenses and laws, ordinances, rules and regulations
        affecting the Business.

               (d)    After the date hereof and prior to the Closing, no part of
        the Assets or the space covered by the Lease of Premises or storage
        space, or any interest therein, will be liened or encumbered.

               (e)    Seller shall not take any action, fail to take any action
        or permit to occur any event which would breach any of its covenants
        contained herein or cause any of their representations or warranties to
        be untrue if made immediately after such event or which would have been
        required (or result in any situation which would be required) to be
        disclosed hereunder had such action or inaction been taken or failed to
        have occurred or had such event occurred prior to the date hereof.
        Seller shall notify Buyer of any material change in any condition with
        respect to the Business, or of any event or circumstance which makes any
        representation or warranty of Seller under this Agreement untrue or
        misleading, or any covenant of Seller under this Agreement incapable or
        less likely of being performed promptly after Seller becomes aware
        thereof.

               (f)    On the Closing Date, Seller shall deliver possession of
        the Assets to Buyer, free of any claims or liens, except as noted in
        this Agreement.


                                                                              23
<PAGE>

               (g)    There will not be any material change in the compensation
        and benefits of any personnel employed in the Business except for
        changes in the ordinary course of business consistent with past
        practice.

               (h)    From and after the date of this Agreement and until the
        Closing Date, neither Seller nor other agents retained by or acting on
        behalf of it shall, directly or indirectly, solicit, initiate or
        encourage, or enter into any agreement with, or hold discussions with,
        any corporation, partnership, person or other entity or group (other
        than Buyer) seeking to make a proposal regarding a sale or purchase of
        the equity interests of Seller in the Company or a merger,
        consolidation, sale, business combination, strategic alliance or
        purchase of assets or other similar transaction involving the Company.

9.      SELLERS'S CLOSING DOCUMENTS.

        On the Closing Date, Seller shall deliver or cause to be delivered to
Buyer the following:

               (a)    The Assets.

               (b)    The Joint Closing Instructions in the form attached as
        Exhibit E.

               (c)    The opinion of Law Office of David M. Griffith, with
        supplemental opinion of Nevada counsel on matters of Nevada law in the
        form attached as Exhibit H.

               (d)    An executed copy of the Non-Competition Agreement in the
        form attached hereto as Exhibit D, and the Employment Agreements for Roy
        Student, Joseph Wilcox and other key employees in the forms attached as
        Exhibits Q, R and U.

               (e)    A Seller's Certificate executed by Seller in the form
        attached as Exhibit J.

               (f)    Certified copies of the corporate resolutions of the
        Seller's Board of Directors authorizing the execution and delivery of
        this Agreement and consummation of the transactions contemplated
        hereunder in the form attached hereto as Exhibit "W".

               (g)    Distribution Agreement between Buyer and the Company.


                                                                              24
<PAGE>

               (h)    Any other documents, instruments or agreements reasonably
        necessary to close the transaction as contemplated by this Agreement.

               (i)    The Assignments, properly signed and executed, effectively
        transferring to Buyer all rights, title and interest in the Assets. In
        the event the right, title and interest in all Assets subject of this
        agreement are not effectively transferred at closing by virtue of the
        then existing Assignments, Seller shall take any and all action and sign
        any and all documents required to effectively transfer all such right,
        title and interest in the Assets to Buyer.

10.     BUYER'S CLOSING DOCUMENTS.

        On or before Closing, Buyer shall deliver to Seller:

               (a)    The opinion of Bible Hoy & Trachok in the form attached as
        Exhibit I.

               (b)    A Buyer's Certificate executed by Buyer in the form
        attached as Exhibit K.

               (c)    The Joint Closing Instructions in the form attached as
        Exhibit F.

               (d)    Any other documents, instruments or agreements reasonably
        necessary to close the transaction as contemplated by this Agreement.

               (e)    Certified copies of the corporate resolutions of the
Buyer's Board of Directors authorizing the execution and delivery of this
Agreement and consummation of the transactions contemplated hereunder in the
form attached hereto as Exhibit (X)

               (f)    Distribution Agreement between Buyer and the Company.

11.     CONFIDENTIALITY.

        Prior to the Closing, neither Buyer nor Seller will (and each will
direct its representatives not to) make, directly or indirectly, any public
comment, statement, or communication with respect to, or otherwise to disclose
or to permit the disclosure of the existence of discussions regarding the
Transaction or any of the conditions, or other aspects of the Transaction
without the express written consent of the other; provided, however, that Buyer
and Seller may discuss with and provide information regarding the Transaction to
Buyer's and Seller's respective lenders, attorneys, accountants, advisors and
other representatives (provided Buyer or Seller, as the case may be,
concurrently informs all of such persons and entities of the confidential nature
of such information). Further, Buyer


                                                                              25
<PAGE>

shall have the right to contact and provide information regarding the
Transaction to the Gaming Authorities and any other governmental or regulatory
authority. If either Buyer or Seller are required by law to make any disclosures
which would otherwise be disallowed by this Section 10, the party intending to
make such disclosure must first provide to the other party for review and
approval (which shall not be unreasonably withheld or delayed) the content of
the proposed disclosure, the reasons that such disclosure is required by law,
and the time and place that the disclosure will be made.

        The obligations set forth in this Section 11 shall survive the Closing
Date or any termination or cancellation of this Agreement.

12.     CLOSING; CLOSING DATE.

        Subject to the satisfaction of all terms and conditions set forth in
this Agreement, and unless extended pursuant to Section 13 below, the closing of
the sale and purchase herein contemplated (the "Closing") shall occur on the
Closing Date defined in Section 1.8 above, at the offices of the Company in Las
Vegas, Nevada, or such other location(s) as the parties mutually agree.

13.     CANCELLATION AND EXTENSIONS.

               (a)    Grounds for Cancellation . This Agreement may be canceled
by Buyer if within one hundred and twenty (120) days after Closing the licensing
of the Successor Entity has not occurred in the and/or prior to the Licensure
Date as set forth in paragraph 2.5(b) above.

               (b)    Effect of Cancellation. Upon cancellation the parties
agree to undertake the actions required by Section 16(f) herein.

               (c)    Extension of Closing Date. The parties may extend the
Closing Date by their written mutual agreement.

14.     INDEMNIFICATION.

        (a) Survival of Representations, Warranties, Covenants and Agreements.
The representations and warranties included or provided for herein shall survive
the Closing until twelve (12) months after the Closing, except for matters as to
which a claim of breach is specifically noticed in writing prior to such time as
provided below which shall survive until resolved as provided in this Section
14, claims for which may be filed within the applicable statute of limitations.

            (b) Indemnification. For a period commencing on the Closing and
ending, as the case may be, upon the expiration of the applicable period
specified in Section 14(a), Seller,


                                                                              26
<PAGE>

on the one hand, or the Buyer, on the other hand (the "Indemnifying Party"),
shall, subject to the limitations set forth in this Section 14 hereof, indemnify
respectively the Buyer and each of its Affiliates, officers, directors,
employees and agents, on the one hand, or Seller and each of its Affiliates and
their respective officers, directors, employees and agents, on the other hand,
as the case may be (each of such persons and entities, an "Indemnified Party"),
against and in respect of all actions, claims, causes of action, demands,
losses, fees, costs and expenses ("Losses") sustained or incurred arising out of
any breaches of the Indemnifying Party's representations and warranties set
forth in this Agreement as of the Closing.

        (c) Method of Asserting Claims. All claims for indemnification by any
Indemnified Party hereunder shall be asserted and resolved as set forth in this
Section 14(c). Any Indemnified Party seeking indemnity pursuant to Section 14(c)
shall notify the Indemnifying Party promptly, but in no event later than the
20th day after receipt by the Indemnified Party of a claim or demand in the case
of a third party claim (a "Third Party Claim"), of such claim or demand and the
amount or the estimated amount thereof to the extent then feasible, and in the
event that an Indemnified Party shall assert a claim for indemnity under this
Section 14 regarding a Third Party Claim, the Indemnified Party shall promptly,
but in no event later than the 20th day after the discovery of the facts or
circumstances giving rise thereto, notify the Indemnifying Party of any claim,
suit, proceeding or liability to which such indemnification may apply; provided,
however, that any failure to provide such notice shall not constitute a waiver
of the Indemnifying Party's indemnity obligations hereunder except to the extent
the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party
shall have 30 days from the personal delivery or mailing of such notice (the
"Notice Period") to notify the Indemnified Party (i) whether or not the
Indemnifying Party disputes the liability of the Indemnifying Party to the
Indemnified Party hereunder with respect to such claim or demand and (ii)
whether or not it desires to defend the Indemnified Party against such claim or
demand. With respect to a Third Party Claim, in the event that the Indemnifying
Party notifies the Indemnified Party within the Notice Period that it desires to
defend the Indemnified Party against such claim or demand, the Indemnifying
Party shall have the right to defend the Indemnified Party at the Indemnifying
Party's sole cost and expense and with counsel reasonably satisfactory to the
Indemnified Party. If the Indemnifying Party's right to assume the defense is
exercised, the Indemnifying Party shall be deemed to have waived all rights to
contest its liability to the Indemnified Party in respect of such Third Party
Claim. The Indemnifying Party shall not settle or compromise any Third Party
Claim that it elects to defend without the prior written consent of the
Indemnified Party, which consent shall not be unreasonably withheld. If the
right to assume and control the defense is exercised, the Indemnified Party
shall have the right to participate in, but not control, such defense at its own
expense and the Indemnifying Party's indemnity obligations shall be deemed not
to include attorneys' fees and litigation expenses incurred in such
participation by the Indemnified Party after the assumption of the defense by
the Indemnifying Party. If the Indemnifying Party does not dispute liability
under this Section 14 but has not elected to assume the defense of a Third Party
Claim, the Indemnified Party may defend and settle the claim for the account and
cost of the Indemnifying Party; provided,


                                                                              27
<PAGE>

that the Indemnified Party will not settle the Third Party Claim without the
prior written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld. The Indemnifying Party will promptly pay, or reimburse
the Indemnified Party for payment of, costs and expenses (including reasonable
fees and expenses of counsel) incurred in the defense thereof. The Indemnified
Party shall cooperate with the Indemnifying Party and, subject to obtaining
proper assurances of confidentiality and privilege, shall make available to the
Indemnifying Party all pertinent information under the control of the
Indemnified Party. In the event the Indemnifying Party disputes liability under
this Section, the dispute shall be litigated or, if mutually agreeable to the
parties, settled. In the event that the Indemnified Party seeks recovery
directly against the Indemnifying Party for Losses under this Section 14 (e.g. a
claim other than a Third Party Claim), the Indemnifying Party shall accept or
deny liability in writing within the Notice Period. If the Indemnifying Party
accepts liability, it shall satisfy the claim in full within thirty (30) days
from the date it accepts liability. If the Indemnifying Party denies liability,
the dispute shall be litigated, or, if mutually agreeable to the parties,
settled. Notwithstanding any provision herein, if the Indemnified Party seeks
recovery directly against the Indemnifying Party under this Section 14, and
gives timely notice to the Indemnifying Party as required by this Section 14,
the Indemnified Party may commence suit at any time within the applicable
statute of limitations period. All notices under this section 14 shall be in
writing.

        (d) Exclusive Remedy. Each of Seller and the Buyer agrees that, to the
fullest extent permitted under applicable law, from and after the Closing, its
sole and exclusive remedy with respect to any and all claims against the other
party regarding false or misleading warranties and/or representations contained
in this Agreement shall be pursuant to this Section 14. In furtherance of the
foregoing, each of Seller and the Buyer hereby waives, from and after the
Closing, to the fullest extent permitted under applicable law, any and all
rights, claims and causes of action it may have against the other party relating
to false or misleading warranties and representations contained in this
Agreement. This Section 14 does not apply to claims or remedies regarding
subject matter other than false or misleading warranties and/or representations,
said other claims to be governed by applicable law and remedies.

        (e) Insurance Proceeds. In determining the amount of any Loss for which
any party is entitled to indemnification under this Section 14, the gross amount
thereof will be reduced by any insurance proceeds realized by such party from
third party insurers. In addition, Seller shall be entitled to set-off an
indemnification amount owing from Seller to Buyer against any remaining amount
of the Purchase Price owing from Buyer to Seller, and Seller shall not be
obligated to indemnify Buyer under this Section 14 at any time if any portion of
the Purchase Price is due and unpaid, until Buyer shall pay the amount owing.


                                                                              28
<PAGE>

             (f) Deductible; Maximum Liability. No claim for indemnification
shall be brought under this Section 14 against the Seller unless and until the
aggregate amount of all claims for indemnification under this Section 14 against
the Seller exceeds $250,000, and then only for that portion of the aggregate
amount of all such claims which exceeds $250,000. To the fullest extent
permissible under the law, the indemnification obligations of either party under
this Section 14 shall be limited to a maximum aggregate liability of $250,000.

15.     NO SHOP.

        Between the date of this Agreement and the earlier of (i) the Closing
Date or (ii) the cancellation of this Agreement, each of the Seller, its
respective officers, directors, employees and agents shall not, directly or
indirectly, in any way solicit, initiate contact with, or enter into or conduct
any discussions or negotiations, or enter into any agreements, whether written
or oral, with any other firm, entity or individual, with respect to the sale of
the stock or assets of the Company or any or the merger or other business
combination of the Company with any other entity. The Seller, each of its
respective officers, directors, employees and agents, shall, if it or he is the
recipient of such an offer, immediately notify Buyer of such event and the
details of such offer. Any provision of this Agreement to the contrary
notwithstanding, the parties hereto acknowledge that the Seller, and each of its
respective officers and directors is bound by its fiduciary obligations and that
they each must act in accordance with those obligations.

16.     POST-CLOSING COVENANTS AND SUCCESSOR ENTITY OPERATIONS.

        Buyer and Seller agree to take the following actions after the Closing:

        a.     Agreement to Change Corporate Names/Use of Company Intellectual
Property by MAI or its Affiliates. Within five (5) calendar days after closing,
MAI agrees to either change the name of its wholly-owned subsidiary, Gaming
Systems International, to a different name, or to cause a dissolution of this
entity. From and after the Closing, neither Seller nor any of its Affiliates
will directly or indirectly use in any manner the Company's Intellectual
Property, or its trade name, trademark, service mark or logo of the Company or
any word or logo that is similar in sound or appearance.

        b.     Cooperation in Securing Government Gaming Licenses. Buyer and
Seller shall cooperate in the process of applying for and securing the transfer
of the Company's gaming services licenses for the jurisdictions set forth on
Schedule 5(p). Buyer shall provide Seller with monthly status reports regarding
the licensing process with the various jurisdictions. The Company shall maintain
all its licenses until the licensing of the Successor Entity in the
jurisdictions listed on Schedule 2.5(b)


                                                                              29
<PAGE>

        c.     Assignment of Accounts Receivable Collections Matters. Any
accounts receivable item which Buyer notifies Seller that it has not achieved
collection of within the proscribed eighteen (18) month period, and for which
Buyer therefore claims an offset pursuant to Section 2.6 herein, shall be
assigned to Seller.

        d.     Cooperation Regarding Employee and Other Disputes. Buyer and
Seller agree to cooperate in resolution of the Employee and Other Disputes.
Buyer agrees to notify Seller within five (5) business days of the receipt of
any claim that it believes arose during the period prior to Closing, and will
provide on-going status reports to Seller no more frequently than monthly
regarding efforts to resolve any outstanding employee or other disputes. Seller
must approve any settlement offer(s) for any dispute prior to finalization with
the third party.

        e.     Conduct of Successor Entity Operations in Ordinary Course of
Business During the Interim Period. Buyer covenants to operate the Business from
the Closing Date hereof pursuant to this Section 16(e) until either (i) the
payment provided for in Section 2.5(b) is made to Seller, or (ii) Buyer has
cancelled the Agreement in accordance with Section 13 herein (the "Interim
Period). Buyer agrees that during the Interim Period it shall cause the
Successor Entity to conduct the Business in the ordinary and usual course
consistent with past practice, and use its commercially reasonable efforts to
preserve intact the Business and related relationships with customers, service
providers and other third parties. During the Interim Period, Buyer agrees that
it shall not permit the Successor Entity to: (i) dispose of any material part of
the Assets; (ii) incur or assume any indebtedness for borrowed money or
guarantee any such indebtedness other than in the ordinary course of business
consistent with past practice or in contravention of the Security Agreement
attached hereto as Exhibit O; (iii) liquidate, dissolve or otherwise reorganize
or seek protection from creditors; (iv) terminate any key employees identified
in Schedule 7(a)(vii), unless for cause as defined in each key employee
employment agreement entered into between the key employee and MIS; and (v)
terminate any other non-key employee without first notifying MAI one week prior
to termination.

        f.     Conduct of Parties Upon Cancellation of Agreement by Buyer for
Failure to Secure Government Licenses. If Buyer provides notice to Seller of its
intent to terminate the Agreement for failure to secure the governmental
licenses as set forth in paragraph 2.5(b), Buyer shall immediately take the
following actions: (i) return to the Company all employees which remain employed
by the Successor Entity and were employees with the Company as of the Closing
Date; (ii) return all Assets and Liabilities to the Company as listed on Exhibit
A, except those which are no longer with the Successor Entity as a result of the
ordinary course of business; (iii) assign all contracts, proposals and customers
which were contracted or otherwise secured by the Successor Entity during the
Interim Period; (iv) return or assign all service providers and other third
party agreements and relationships in the same state as at the Closing Date; and
(v) execute a non-exclusive license/distribution agreement providing


                                                                              30
<PAGE>

for Seller's distribution of Buyer's products in the United States upon mutually
acceptable terms.

        g.     Distribution Agreement between MAI and Buyer for European Market.
The parties agree to use commercially reasonable efforts to enter into a
mutually acceptable non-exclusive distribution agreement providing for sale by
the Buyer of MAI hospitality products in the European market.

        h.     Company To Pay Taxes Regarding Transaction. Company shall pay all
taxes, including without limitation all sales taxes, assessed on the transfer of
the Assets and Liabilities to Buyer.

        i.     Name Change. Within five (5) days after the Closing Date, Seller
shall provide Buyer with a copy of the amendment to the Articles of
Incorporation for Gaming Systems International, filed with the office of the
Nevada Secretary of State, changing its name to MAI Systems International in the
form attached hereto as Exhibit "V".

17.     BROKERS.

        Seller represents and warrants to Buyer that no brokerage commission,
finder's fee or other compensation is due or payable by reason of either's
actions in the transactions contemplated hereby. Buyer represents that it owes a
finder's fee, but no other compensation, to a third party and that it will pay
the finder's fee owed in its entirety. Each party agrees to indemnify and hold
the other harmless from and against any Damages incurred by the other by reason
of any breach or inaccuracy of the representation and warranty contained in this
Section 17. The parties' respective obligations under this Section 16 shall
survive the cancellation of this Agreement.

18.     MISCELLANEOUS.

        (a)    Entire Agreement. Except for the other transaction documents
expressly contemplated by this Agreement, this Agreement is the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements between the parties with respect to the matters
contained in this Agreement. Any waiver, modification, consent or acquiescence
with respect to any provision of this Agreement or with respect to any failure
to perform in accordance therewith shall be set forth in writing and duly
executed by or on behalf of the party to be bound thereby. No waiver by any
party of any breach hereunder shall be deemed a waiver of any other or
subsequent breach.

        (b)    Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument. The signature page
of any counterpart may be


                                                                              31
<PAGE>

detached therefrom without impairing the legal effect of the signature(s)
thereon provided such signature page is attached to any other counterpart
identical thereto except having additional signature pages executed by other
parties to this Agreement attached thereto.

        (c)    Time of the Essence. Time is of the essence in the performance of
and compliance with each of the provisions and conditions of this Agreement.

        (d)    Notices. Any communication, notice or demand of any kind
whatsoever which either party may be required or may desire to give to or serve
upon the other or upon any title company or escrow holder hereunder shall be in
writing and delivered by personal service (including express or courier
service), by electronic communication whether by e-mail, telegram or telecopying
(with confirmed receipt required), or by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

               If to Seller:

               MAI Systems Corporation
               9601 Jeronimo Road
               Irvine,California 92618
               Attention: W. Brian Kretzmer and James W. Dolan
               Facsimile: (949) 598-6606

               With a copy to:

               Law Office of David M. Griffith, P.C.
               One World Trade Center, Suite 800
               Long Beach, CA  90831
               Attention: David M. Griffith, Esq.
               Facsimile: (562) 983-8122


                                                                              32
<PAGE>

               To the Buyer:

               Monaco Informatiques Systemes
               13 Avenue des Castelans B P 617
               Stade de Fontvielle (Entrec E)
               MC 98013 Monaco Cedex
               Attention: Christian Fabre
               Facsimile: (377) 92-05-68-06

               With a copy to:
               Bible Hoy & Trachok
               301 W. Liberty, Third Floor
               Reno, NV 89501
               Attention: Richard M. Trachok, II
               Facsimile: (775) 786-7426

               Any party may change its address for notice by written notice
        given to the other in the manner provided in this Section 18(d). Any
        such communication, notice or demand shall be deemed to have been duly
        given or served on the date personally served, if by personal service,
        one (1) day after the date of confirmed dispatch, if by electronic
        communication, or on the date shown on the return receipt or other
        evidence of delivery, if mailed.

               (e)    No Other Representations. The making, execution and
        delivery of this Agreement by the parties hereto has been induced by no
        representations, statements, warranties or agreements other than those
        expressly set forth herein.

               (f)    Saving Clause. Wherever possible, each provision of this
        Agreement shall be interpreted in such a manner as to be valid under
        applicable law, but, if any provision which is not so material that it
        comprises the essence of this Agreement shall be invalid or prohibited
        thereunder, such invalidity or prohibition shall be construed as if such
        invalid or prohibited provision had not been inserted herein and shall
        not affect the remainder of such provision or the remaining provisions
        of this Agreement.

               (g)    Standards of Interpretation. (i) The language in all parts
        of this Agreement shall be in all cases construed simply according to
        its fair meaning and not strictly for or against any of the parties
        hereto for any reason (including by virtue of the fact that this
        Agreement may have been drafted or prepared by counsel for one of the
        parties, it being recognized that both Buyer and Seller, and their
        respective counsel, contributed materially and substantially to the
        preparation of this Agreement). Wherever the words "include" or
        "includes" are used in this Agreement, they should be interpreted in a
        non-exclusive manner as though the words "without


                                                                              33
<PAGE>

        limitation" immediately followed the same. Section headings of this
        Agreement are solely for convenience of reference and shall not govern
        the interpretation of any of the provisions of this Agreement; and (ii)
        the representations and warranties contained in Section 5 above, and
        elsewhere in this Agreement, shall in each and every event whereby an
        exercise of discretion or a statement to the "best knowledge", "best of
        knowledge" or "knowledge" is required on behalf of any party to this
        Agreement be deemed to require that such exercise of discretion or
        statement be in good faith, with due diligence, to the best efforts of
        each such party and be exercised always in a reasonable manner and
        within reasonable times.

               (h)    Survival of Representations and Warranties. All
        representations and warranties contained herein or made in writing by or
        on behalf of any party to this Agreement in connection herewith shall
        survive the execution and delivery of this Agreement for a period of six
        (6) six months following the final payment of the Purchase Price.

               (i)    Governing Law. This Agreement shall be governed by and
        construed in accordance with the laws of the State of Nevada without
        regard to conflicts of law principles. Any action or proceeding seeking
        to enforce any provision of, or based upon any right arising out of this
        Agreement shall be brought by and against the parties in the United
        States District Court for the District of Nevada in Las Vegas, Nevada
        or, in the event that diversity jurisdiction is not met, then such
        action shall be brought in the Court in Clark County, Nevada, and each
        of the parties hereto hereby consents to the jurisdiction of such courts
        in any such action or proceeding and waives any objection to venue laid
        therein.

               (j)    Remedies. The limitation of remedies contained in Sections
        11(d)(vi), 13 and 14 is not intended to restrict any other legal
        remedies the parties may have against each other arising under this
        Agreement.

               (k)    Attorneys' Fees. If any action is brought by either party
        against the other party hereunder, prevailing party shall be entitled to
        recover from the other party all reasonable attorneys' court costs and
        expenses incurred in connection with the prosecution or defense of such
        action. For purposes of this Agreement, the term "attorneys' fees" or
        "attorneys' fees and costs" shall mean the fees and expenses of counsel
        to the parties hereto, which may include printing, duplicating and other
        expenses, air freight charges, and fees billed for law clerks,
        paralegals and other persons not admitted to the bar but performing
        services under the supervision of an attorney.

               (l)    Binding Agreement; Assignment. This Agreement shall be
        binding upon and inure to the benefit of each of the parties hereto and
        to their legatees, legal representatives, executors or administrators,
        respective transferees, successors, and


                                                                              34
<PAGE>

        assigns; provided, however, that neither this Agreement nor any of the
        rights or obligations of Seller or Buyer hereunder shall be transferred
        or assigned, without the prior written consent of the other party;
        provided Buyer shall have the right to assign all of its right, title
        and interest under this Agreement to any Subsidiary of Buyer at any time
        prior to the Closing, whereupon such assignee shall succeed to all of
        the rights and obligations of Buyer hereunder but Buyer shall
        nevertheless remain liable for all its obligations hereunder.

               (m)    Exhibits. All Exhibits and Schedules attached hereto are
        incorporated herein by reference. All Exhibit, Schedule and Section
        references in this Agreement refer to the sections of and the schedules
        and exhibits attached to this Agreement, unless the context clearly
        indicates otherwise.

               (n)    No Joint Venture. Notwithstanding anything to the contrary
        contained herein, this Agreement shall not be deemed or construed to
        make the parties hereto partners or joint venturers, it being, the
        intention of the parties to merely create the relationship of Seller and
        Buyer with respect to the property to be conveyed as contemplated
        hereby.

               (o)    No Recording. This Agreement shall not be recorded or
        filed in the public land or other public records of any jurisdiction by
        either party and any attempt to do so may be treated by the other party
        as a breach of this Agreement.

               (p)    Costs. Except as otherwise specifically provided in this
Agreement, Seller and Buyer shall bear their own costs and expenses arising out
of the negotiation, execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated herein including, without
limitation, legal and accounting fees and expenses.

               (q)    Counterpart and Facsimile Copies. This Agreement may be
signed in counterparts, and a collection of all signature pages attached to this
Agreement shall constitute the Agreement as a whole. Facsimile signatures of the
executed Agreement shall be treated as originals.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

--------------------------------------------------------------------------------
Monaco Informatiques Systemes, S.A.M.            MAI Systems Corporation
A Monaco Corporation                             A Delaware Corporation

By:___________________________                   By:___________________________

                                                 Its:__________________________

--------------------------------------------------------------------------------


                                                                              35
<PAGE>

--------------------------------------------------------------------------------

Its:__________________________

Monaco Informatiques Systemes-                   Logix Development Corporation,
USA, Inc.,                                       A Nevada Corporation
A Nevada Corporation
                                                 By:_________________________
By:___________________________
                                                 Its:________________________
Its:__________________________
                                                 Gaming Systems International
                                                 A Nevada Corporation

                                                 By:_________________________

                                                 Its:________________________

--------------------------------------------------------------------------------



                                                                              36
<PAGE>

                                    EXHIBITS


<TABLE>
<CAPTION>
Exhibit                         Description
-------                         -----------
<S>                             <C>
A                               Assets and Liabilities of Company

B                               Lease of Premises

C                               Customer List

D                               Covenant Not To Compete

E                               Joint Closing Instructions

F                               Investment Funds Instructions

G(i)                            Assignment of Lease

G(ii)                           Assignments of Intellectual Property

G(iii)                          Assignment of Contracts

G(iv)                           Assignment of Gambit

G(v)                            Assignment of Signet

H                               Seller's Opinion Letter

I                               Buyer's Opinion Letter

J                               Seller's Certificate

K                               Buyer's Certificate

L                               Bill of Sale

M                               MAI Bank Wire Transfer Information

N                               Secured Promissory Note

O                               Security Agreement

P                               Assumption of Liabilities

Q                               Roy Student Employment Agreement

R                               Joe Wilcox Employment Agreement

S                               ABF Cancellation Letter

T                               Distribution Agreement
</TABLE>



                                                                              37
<PAGE>

<TABLE>
<S>                             <C>
U                               Key Employee Employment Agreement

V                               GSI Name Change

W.                              Seller Corporate Resolutions

X.                              Buyer Corporate Resolutions
</TABLE>



                                                                              38
<PAGE>

                                LIST OF SCHEDULES
                                       TO
                            ASSET PURCHASE AGREEMENT


<TABLE>
<S>                                     <C>
Schedule 2.3                            Excluded Liabilities

Schedule 2.5(b)                         Jurisdictions Requiring Licensing

Schedule 2.6(a)                         Accounts Receivable Greater than 90 days
                                        past due

Schedule 2.6(b)                         Employee Claims and Disputes

Schedule 5(c)                           Liens and Security Agreements

Schedule 5(d)                           Inventory of Company's Fixed Assets

Schedule 5(j)                           Employment Contracts

Schedule 5(k)(i)                        Employee Benefit Plans

Schedule 5(o)                           Assumed Equipment Leases and Contract

Schedule 5(p)                           Gaming Authority Licenses and Permits

Schedule 5(r)                           Legal Proceedings

Schedule 5(u)                           Intellectual Property

Schedule 5(v)                           Insurance Policies

Schedule 5(w)                           Other Contracts

Schedule 7(a)(vii)                      Listing of Key Employees
</TABLE>



                                                                              39


</TEXT>
</DOCUMENT>
