EXHIBIT NO. 2 STOCK PURCHASE AGREEMENT BETWEEN ONLINE INTERNATIONAL CORPORATION AND GAMING LOTTERY

XXXXXXX XX. 0

XXXXX XXXXXXXX AGREEMENT BETWEEN
ONLINE INTERNATIONAL CORPORATION AND
GAMING LOTTERY

STOCK PURCHASE AGREEMENT

BETWEEN

ONLINE INTERNATIONAL CORPORATION

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GAMING LOTTERY CORPORATION

THIS AGREEMENT is made effective as of the 31st day of January, 1997.

A M O N G:

ONLINE INTERNATIONAL CORPORATION,
a corporation incorporated pursuant to the laws of the State of Nevada (the
"Purchaser")

OF THE FIRST PART

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GAMING LOTTERY CORPORATION
a corporation duly existing under the laws of British Virgin Islands (the
"Vendor")

OF THE SECOND PART

IN TORTOLA, BRITISH VIRGIN ISLANDS

WHEREAS the Vendor shall transfer free and clear of all and any liens and
any other encumbrances on the Closing Date (as hereinafter defined) at the Place
of Closing (as hereinafter defined) all of its shares in the capital of the
Corporation (as hereinable defined) in exchange for the Series A Preferred
Shares (as hereinafter defined) to be issued by the Purchaser in an amount equal
to the Purchase Price (as hereinafter defined);

AND WHEREAS the parties hereto are desirous of entering into this
Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants, agreements and premises herein contained and other good and valuable
consideration (the receipt and sufficiency whereof being hereby acknowledged by
each party), the parties hereto do hereby covenant and agree as follows:

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1. DEFINITIONS AND SCHEDULES

1.1 DEFINITIONS. In this Agreement:

"Accounts Receivable" means all accounts receivable and other book debts due or
accruing to the Corporation and the full benefit of all security, if any, for
such accounts or debts as of the Closing.

"Agreement", "this Agreement", "hereto" and "herein" means this Stock Purchase
Agreement and all schedules and exhibits attached hereto, as may be amended from
time to time.

"Agreement Date", means the effective date of January 31, 1997.

"Associated Companies" means collectively, PAP and WinTex.

"Associates Shares" means collectively the 49 common shares of PAP and the 49
common shares of WinTex, each representing 49% of the issues shares.

"Best Knowledge" means such knowledge as the Vendor would have after reasonable
inquiry of the matter in question.

"Business Day" means a day other than a Saturday or a Sunday or any other day
which is a statutory holiday in the State of New York.

"Closing Date" means the date of execution of this agreement.

"Closing" means the consummation of the transaction as herein counterplated.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company Financial Statements" has the meaning attributed thereto in subsection
3.1(m).

"Company Year End" is January 31.

"Contract" means any agreement, indenture, contract, bond, debenture, security
agreement, lease, deed of trust, license, option, instrument or other legally
binding commitment, whether written or oral.

"Corporation" means Printing Associates Incorporated.

"Encumbrances" means any and all claims, liens, security interests, mortgages,
pledges, charges, options, equity interests, encumbrances, proxies, voting
agreements, voting trusts, leases, tenancies, easements or other interests of
any nature or kind whatsoever, howsoever created.

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"Hazardous Materials" means and includes any hazardous, toxic or dangerous
waste, substance or material for the purposes of any federal, state or local
statute, law, ordinance, code, rule, regulation, order or decree regulating,
relating to or imposing liability or standards of conduct concerning any
hazardous, toxic or dangerous waste, substance or material.

"Intellectual Property" means all patents, copyrights, trademarks and trade
names, service marks and all software, data bases, trade secrets, know how and
other proprietary rights.

"IRS" means the Internal Revenue Service.

"Leased Premises" means the lands and building owned by Suffolk County
Industrial Revenue Authority, leased to Cavalry Partners, subleased by the
Corporation and located at 000 Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx.

"Losses" means any and all claims, demands, debts, suits, actions, obligations,
proceedings, losses, damages, liabilities, decencies, costs and expenses
(including without limitation, all reasonable legal and other professional fees
and disbursements, interest, penalties and amounts paid in settlement).

"Option" means the option granted by Xxxxxxxx X. Xxxxxx to the Corporation
pursuant to a stock option agreement dated July 29, 1994 to acquire for a
consideration of $36,000 up to an additional 11% of the issued and outstanding
shares of Wintex.

"Other Shareholders' Shares" means the shares in PAP and WinTex which are not
held by the Corporation, as the case may be, as listed on Schedule 5.

"PAF" means Printing Associates of Florida, Inc.

"PAP" means PAP Security Printing, Inc.

"Pension Plan and Trust" means the corporation's Defined Benefit Plan which was
terminated in October 1995.

"Person" means any individual, partnership, company, corporation, unincorporated
association, joint venture, trust, the Crown or any other agency or
instrumentality thereof or any other judicial entity or person, government or
governmental agency, authority or entity howsoever designated or constituted.

"Place of Closing" means the offices of the Vendor at 30 XxXxxxxx Street, Road
Town, Tortola, British Virgin Islands.

"Purchase Price" means the consideration described in section 2.1.

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"Series A Preferred Shares" means the 250 Series A Preferred Shares issued by
the Purchaser in favour of the Vendor in the total amount of $25,000,000 as
consideration of the Purchase Price under the terms and conditions set out in
Exhibit A to this Agreement.

"Survival Period" has the meaning ascribed thereto in subsection 5.1.

"Subsidiary Corporation" means a corporation in which the Corporation owns more
than 50% of the outstanding voting stock.

"Target Shares" means the 101 common shares in the capital of the Corporation
representing 100% of the issued shares of the Corporation.

"Taxes" means all taxes and related governmental charges (including assessments,
charges, duties, fees, imposts, levies or other governmental charges) and
interest, penalties or additions associated therewith including without
limitation, income, capital, real property, personal property, withholding,
payroll, unemployment compensation, disability, sales, use, excise and all other
taxes and charges of any kind for which the applicable Person may have any
liability, whether disputed or not, imposed by the U.S. or any state,
municipality, country or foreign government or subdivision or agency thereof.

"Threshold" has the meaning ascribed thereto in subsection 6.3.

"Time of Closing" means 2:00 p.m. (New York time) on the Closing Date or if the
Transaction is not completed at such time, then such other time of the Closing
Date on which the Transaction is completed.

"Union Agreement" means the agreement between Local 1 Amalgamated Lithographers
of America and PA, between November 1, 1993 to October 1, 1996.

"U.S." means the United States of America.

"WinTex" means WinTex International, Inc.

1.2 DISCLOSURE. Any fact or circumstance or combination of facts and/or
circumstances disclosed in this Agreement or in any schedules hereto shall be
deemed to be disclosed for all purposes of this Agreement.

1.3 ACT. Any reference in this Agreement to any act, by-law, rule or regulation
or to a provision thereof shall be deemed to include a reference to any act,
by-law, rule or regulation or provision enacted in substitution or amendment
thereof.

1.4 TIME. Except where otherwise expressly provided in this Agreement any
reference to time shall be deemed to be a reference to Eastern Standard Time.

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1.5 GENDER AND EXTENDED MEANINGS. In this Agreement words and personal pronouns
relating thereto shall be read and construed as the number and gender of the
party or parties referred to in each case require and the verb shall be
construed as agreeing with the required work and pronoun. For greater certainty
and without limitation, in this Agreement the word "shall", has the same meaning
as the word will".

1.6 PAYMENT. Any amount to be paid by one Party to the other hereunder shall be
paid in cash, by bank or trust company draft or by certified cheque payable at
par in New York.

1.7 CURRENCY. All dollar amounts referred to in this Agreement are in U.S.
funds.

1.8 SECTION HEADINGS. The division of this Agreement into sections is for
convenience of reference only and shall not effect the interpretation or
construction of this Agreement.

1.9 BUSINESS DAY. In the event that the date for the taking of any action under
this Agreement falls on a day which is not a Business Day, then such action
shall be taken on the next following Business Day.

1.10 SCHEDULES. All Schedules and Exhibits attached hereto form an integral part
of this Agreement.

2. THE TRANSACTION

2.1 PURCHASE PRICE. Subject to the terms and conditions hereof, on the Closing
Date, at the Time of Closing, in consideration for the transfer of the Target
Shares to the Purchaser, the Purchaser shall pay the Purchase Price as to an
amount equal to $25,000,000 by way of the issuance of the Series A Preferred
Shares in the amount of $25,000,000 to the Vendor.

2.2 CLOSING. Closing shall occur at the Time of Closing on the Closing Date at
the offices of the Vendor in Tortola, British Virgin Islands at the Place of
Closing.

2.3 AGREEMENT DATE. This agreement shall be effective as of the 31st day of
January, 1997.

3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDOR

3.l COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDOR. The Vendor
covenants, represents and warrants to the Purchaser as follows and acknowledges
and confirms that the Purchaser is relying upon such covenants, representations
and warranties in connection with the Transaction:

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(a) ORGANIZATION OF THE COMPANIES. The Vendor and the Corporation are duly
incorporated and validly subsisting under the laws of their jurisdictions of
incorporation. The Vendor has the corporate power and authority to own or lease
its property and to carry on its business as it is now being conducted. The
Corporation has the corporate power and authority to execute, deliver and
perform its obligations under this Agreement. Schedule 1 contains a true and
complete list of the directors and officers of the Corporation.

(b) ISSUED SHARES. All of the issued and outstanding shares of the Corporation
(the Target Shares"), are validly created, allotted and issued as fully paid and
non-assessable shares and are as set out in Schedule 2. There are outstanding no
other shares, warrants, options, rights or securities convertible into shares or
any other evidence whatsoever of an interest in the Corporation.

(c) OWNER OF TARGET SHARES. The Vendor owns beneficially and of record the
number of Target Shares shown opposite its name on Schedule 2 and has good and
marketable title thereto, free and clear of any Encumbrances. The Vendor has the
exclusive right and full power to transfer the Target Shares as herein
contemplated, free and clear of any Encumbrances.

(d) OWNER OF ASSOCIATES SHARES. The Corporation is the owner beneficially and
of record of the Associates Shares and the Option and has good and marketable
title thereto, free and clear of any Encumbrances.

(e) SUBSIDIARIES. Other than PAF which is a wholly owned Subsidiary Corporation
of the Corporation and other than the Associated Companies and the Option, the
Corporation does not own shares of any other corporation or entity nor any
rights, warrants or other securities convertible into shares of any other
corporation or entity.

(f) PRIVATE COMPANY. Each of the Corporation, PAF and the Associated Companies
is a closed corporation.

(g) CORPORATE AUTHORITY. All requisite corporate actions have been taken by the
Vendor to authorize the valid execution and delivery of this Agreement. The
Vendor has the requisite power and capacity to execute and deliver this
Agreement. This Agreement constitutes a valid and legally binding obligation of
the Vendor.

(h) NO VIOLATIONS. The execution and delivery of this Agreement and the
observance and performance of the terms and provisions of this Agreement does
not and will not require the Vendor or the Corporation to obtain or make any
consent, authorization, approval, filing or registration under any law, by-law,
rule, regulation, judgement, order, writ, injunction or decree are which binding
upon the Vendor or the Corporation.

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(i) LITIGATION. Other than as set out on Schedule 3 there is not pending, or,
to the Best Knowledge of the Vendor, threatened or contemplated any suit,
action, legal proceeding, litigation or governmental investigation of any sort
relating to the Corporation nor is there any present state of facts or
circumstances which can be reasonably anticipated to be a basis of any such
suit, action, legal proceeding, litigation or governmental investigation nor is
there presently outstanding against the Corporation any judgement, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or arbitrator.

(j) MINUTE BOOKS. The minute books of the Corporation contain accurate and
complete copies of its constating documents together with minutes of all
meetings of directors, committees and shareholders of the Corporation. There are
outstanding no applications or filings which would alter in any way the
constating documents or corporate status of the corporation. No resolutions or
by-laws have been passed, enacted, consented to or adopted by the directors or
shareholders of the Corporation except as are contained in the minute books of
the Corporation.

(k) BOOKS OF ACCOUNT. To the Best Knowledge the books of account and financial
records of the Corporation fairly set out and disclose, in all material
respects, the current financial position of the Corporation as at the Closing
Date. All transactions involving the Corporation have been recorded in such
books and records.

(1) PERMITS AND LICENSES. To the Best Knowledge the Corporation has all
necessary permits, certificates, licenses, approvals, consents and other
authorizations required to carry on and conduct business and to own, lease or
operate its assets at the places and in the manner in which such business is
conducted.

(m) FINANCIAL STATEMENTS. The Vendor has delivered to the Purchaser a true copy
of the audited consolidated financial statements of the Corporation for the
fiscal year ended January 31, 1996 (the Company Financial Statements) and to the
Best Knowledge the same:

(1) Have been prepared in accordance with U.S. generally accepted
accounting principles applied on a basis consistent with those of the
preceding fiscal period.

(2) Present fairly the assets, liabilities and financial positions of the
Corporation and the results of operations for the year then ended.

(3) Are in accordance with the books and records of the Corporation.

(n) TAXES. To the Best Knowledge except as reserved for in the Company
Financial Statements:

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(1) All returns, including reports of every kind with respect to Taxes,
which are due to have been filed by the Corporation in accordance with
applicable law, have been duly filed by the date prescribed by law and are
complete and accurate.

(2) All Taxes, deposits or other payments for which the Corporation may
have any liability arising prior to Closing have been paid in full or
accrued as liabilities for Taxes on the books of the Corporation, as
applicable.

(o) FIXED ASSETS. Save and except for equipment leases, the Corporation has
good and marketable title to all of its fixed assets free and clear of all
Encumbrances other than as reflected on the Company Financial Statements. All of
such fixed assets are used or useful in or necessary for the conduct of business
of the Corporation. To the Best Knowledge such assets are in good working order
and condition and are in a good state of repair and maintenance, reasonable wear
and tear only excepted. The assets reflected in the balance sheet contained in
the Company Financial Statements constitute all of the property and assets,
real, personal and mixed, tangible and intangible, including without
limitation, contract rights, as are used or useful in or are necessary for the
conduct of the business in accordance with present practices.

(p) EMPLOYEE PLANS AND ARRANGEMENTS. To the Best Knowledge, all employee
contracts, plans and arrangements of the Corporation are in good standing and
the Corporation has made all payments required to be made by it in connection
therewith; all employee plans requiring funding on the part of the Corporation
are fully funded; no notice has been received by the Corporation of any
complaints filed by any employees against the Corporation claiming that the
Corporation has violated any applicable employee or human rights or similar
legislation in any jurisdiction in which the Corporation or the carries on
business or of any complaints or proceedings of any kind involving the
Corporation or any of the employees of the Corporation or before any labor
relations board; there are no outstanding orders or charges against the
Corporation and under applicable heath and safety legislation in any other
jurisdiction in which the Corporation pursuant to any applicable workers'
compensation legislation in any jurisdiction in which the Corporation carries on
business; other than the Union Agreement, the Corporation has made no agreements
with any labor union or employee association or made commitments to or conducted
negotiations with any labor union or employee association with respect to any
future agreements; except for the Pension Plan and Trust, and management
agreements with Xxxxxxx Xxxxx Xxxxx, Xxxxxxxx Xxxxxxxxx, Xxxxxx Banderieni and
Reugg Xxxxxxx there is no agreement or practice with respect to the Corporation,
relating to the payment of any management, or any bonus, pension, share of
profits or retirement allowance or any insurance, health or other employee
benefit.

(q) PENSION PLAN AND TRUST AND UNION AGREEMENT. To the Best Knowledge there are
no existing liabilities under the Union Agreement, and the Corporation's Pension
Plan and Trust was terminated in October 1995. The Corporation may be called
upon to make contributions beyond the vested liability.

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(r) DEFAULT OF CONTRACTS. To the Best Knowledge, the Corporation has performed
all obligations required to be performed by it to the extent performance is due
and is entitled to all benefits under and the Corporation is not in default or
alleged to be in default in respect of any Contract relating to its business to
which it is a party or by which it is bound.

(s) COMPLIANCE WITH LAWS. To the Best Knowledge the Corporation has conducted
and is now conducting its business in compliance with all statutes, regulations,
by-laws, orders, covenants, restrictions or plans of all federal, state or
municipal authorities, agencies or boards applicable to such business.

(t) ENVIRONMENTAL MATTERS. To the Best Knowledge, the Corporation is not in
material violation of any applicable federal, state, local or other law,
regulation or order or any requirement of any governmental authority relating
to, without limitation, its operations, products, manufacturing processes,
advertising, sales or employment practices, wages and hours, safety, health or
welfare, product safety or civil rights. Without limiting the generality of the
foregoing to the Best Knowledge:

(1) the Corporation has at all times conducted its business in compliance
with all environmental laws and all regulations, orders and permits issued
by any governmental authority with jurisdiction business.

(2) No event has occurred which, with the passage of time or the giving of
notice or both, would constitute non-compliance by the Corporation with
such environmental laws.

(3) No Hazardous Material has been placed, held, located, used or disposed
of, on, under or at the Leased Premises and no part of the Leased Premises
has been used by the Corporation as a dumpsite with environmental laws.

(4) The Corporation has not caused or permitted the discharge of any
Hazardous Wastes or substances or toxic wastes or substances into the
natural environment or into any workplace operated by the Corporation.

(5) The Corporation has not generated, stored, labelled, transported,
disposed of or released dangerous goods, hazardous wastes or substances,
toxic wastes or substances, toxic wastes or substances, on the Leased
Premises except in compliance with all applicable federal, state and local
laws, rules, regulations or ordinances and the Leased Premises have not
been used by the Corporation to the Best Knowledge of the Vendor, in such a
manner as to cause a violation of or to give rise to a removal or
restoration obligation under any statute, ordinance, order, decree or under
the law of any federal, state, municipal or other governmental body or
agency have jurisdiction.

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(u) FINDERS FEE. All negotiations relating to this Agreement and the
Transaction have been carried on by the Vendor directly with the Purchaser
without the intervention of any other Person on behalf of the Vendor in
such a manner as to give rise to any valid claim against the Corporation
and/or the Purchaser for a brokerage commission, finder's fee or other like
payment.

4. COVENANTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER

4.1 COVENANTS, REPRESENTATIONS AND WARRANTIES. Purchaser hereby covenants,
represents and warrants to the Vendor as follows and acknowledges and confirms
that the Vendor is relying upon such covenants, representations and warranties
in connection with the Transaction:

(a) ORGANIZATION. Purchaser is a corporation duly incorporated and validly
subsisting under the laws of the State of Nevada, has the corporate power
and authority to carry on its business as it is now being conducted and to
execute, deliver and perform its OBLIGATIONS under this Agreement.

(b) CONSENTS TO BE OBTAINED. Purchaser has obtained all consents, approvals
or authorizations and has effected or will have effected all filings with
regulatory authorities that are required in connection with the
Transaction.

(c) CORPORATE AUTHORITY. All requisite corporate actions have been TAKEN BY
THE Purchaser to authorize the valid execution and delivery of this
Agreement and the consummation of the Transaction including without
limitation, the issue of the Convertible Note Payable.

(d) AGREEMENT ENFORCEABLE. This Agreement constitute a valid and legally
binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms.

(e) ACTIONS - PURCHASER. There is not pending or, to the Best Knowledge of
the Purchaser, threatened or contemplated, any suit, action, legal
proceeding, litigation or governmental investigation of any sort against
the Purchaser.

(f) FINDERS FEES. All negotiations relating to this Agreement and the
Transaction have been carried on by the Purchaser directly with the Vendor
without the intervention of any other Person on behalf of the Purchaser in
such a manner as to give rise to any valid claim against the Vendor for a
brokerage commission, finder's fee or other like payment.

(g) FULL DISCLOSURE. The Purchaser has been provided with full disclosure
as to the business affairs of the Corporation, that it has had full
opportunity to examine the books, records and contracts of the Corporation
and that it has had the benefit of independent legal advise in the
negotiations and completion of the within transaction.

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(h) REGULATION S. In the event the Purchaser or any successor entity or any
of its subsidiaries independently, directly or indirectly, becomes or
enters into any reorganization, reincorporation, transaction, merger or
acquisition wherein it becomes a US publicly traded company ("the Company")
then and in that event the Vendor or its assignees shall have the right to
convert its Series A Preferred Shares into common shares of the Company to
be issued pursuant to SEC Regulation S and pursuant to the conversion terms
and conditions of the Preferred Shares.

5. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

5.1 SURVIVAL. No investigations made by or on behalf of any Party at any time
shall have the effect of waiving, diminishing the scope of or otherwise
affecting any covenant, representation or warranty made by any Party. No waiver
by any Party of any condition, in whole or in part, shall operate as a waiver of
any other condition. The covenants, representations and warranties contained in
Articles 3 and 4 respectively or in any certificate or other document delivered
in connection with the Closing shall survive the making of this Agreement and
the Closing for a period of 1 year following the Closing Date, except for
subsection 3. l(n) which shall survive until the expiration of the applicable
legislation, together with waivers thereof, (the "Survival Period"); provided,
however, that if a claim for a breach of any such covenant, representation or
warranty is brought prior to the expiration of the applicable Survival Period
such covenant, representation or warranty shall, for the purposes of such claim,
survive the applicable Survival Period until such claim it is finally resolved
and all obligations with respect thereto have been fully satisfied.

6. INDEMNITY

6.1 INDEMNITY BY THE VENDOR. The Vendor agrees to indemnify and save harmless
the Purchaser from all Losses actually incurred by the Purchaser as a result of
any breach by the Vendor or any inaccuracy of any covenant, representation or
warranty contained in this Agreement.

6.2 INDEMNITY OF PURCHASER. Purchaser agrees to indemnify and save harmless the
Vendor from all Losses actually incurred by the Vendor as a result of any breach
by the Purchaser or any inaccuracy of any covenant, representation or warranty
contained in this Agreement.

6.3 MINIMUN INDEMNIFICATION CLAIM. Notwithstanding the provisions of subsection
6.1 and 6.2, as applicable, the obligation of the Vendor, as the case may be, to
indemnify in respect of any of the matters described in subsection 6.1, as the
case may be, shall become applicable only when the Losses actually incurred by
the Purchaser in the aggregate exceed $500,000 (the threshold.). Once the
Threshold has been exceeded, the obligations of indemnification with respect to
such matters shall apply to any and all Losses to the extent that the Losses
exceed the Threshold up to a maximum of $2,000,000.

6.4 SUPPLEMENTAL RIGHTS. The rights and benefits provided in this Article are
supplemental to and are without prejudice to any other rights, actions or causes
of action which may arise pursuant to any other section of this Agreement or
pursuant to applicable law.

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7. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS AT CLOSING

7.1 CONDITIONS PRECEDENT. All the obligations of the Purchaser to acquire the
Target Shares at the Closing under this Agreement are subject to the fulfilment
(or waiver in writing by Purchaser) prior to or at the Closing of each of the
following conditions:

(a) ACTIONS, ETC. All actions, proceeding, instruments and documents
required to carry out the Transaction including with out limitation the
purchase of the Target Shares at the Closing shall have been approved by
Purchaser and its counsel acting reasonably and Purchaser shall have been
furnished with such certified copies of actions and proceedings and other
such instruments and documents as Purchaser and its counsel shall have
requested.

(b) TITLE. The title of the Vendor to the Target Shares, the legality of
the incorporation and organization of the Corporation, the due creation and
issuance as fully paid of the Target Shares and all corporate proceeding of
and all other matters which in the opinion of counsel to Purchaser are
material in connection with the Transaction shall be subject to the
favourable opinion of such counsel.

(c) CORPORATE AUTHORIZATIONS. The Vendor shall have delivered to Purchaser
evidence reasonably satisfactory to counsel to Purchaser that all necessary
corporate authorizations authorizing and approving the Transaction have
been obtained.

(d) NO ORDERS. No order of any court or administrative agency shall be in
effect which restrains or prohibits the Transaction and no suit, action,
inquiry, investigation or proceeding in which it will be or it is sought to
restrain, prohibit or change the terms of or obtain damages or other relief
in connection with the Transaction and which in the judgement of Laser
makes it inadvisable to proceed with the consummation of the Transaction
shall have been made, instituted or threatened by any Person.

In case any of the foregoing conditions cannot be fulfilled at or before
the Time of Closing to the satisfaction of Purchaser, Purchaser may rescind this
Agreement by notice to the Vendor and in such event each of the Parties shall be
released from all obligations hereunder. Provided however that any such
conditions may be waived in whole or in part by Purchaser without prejudice to
Purchaser's rights of rescission in the event of the non-fulfilment of any other
condition or conditions, and such waiver to be binding on Purchaser only if the
same is in writing.

8. CONDITIONS PRECEDENT TO THE VENDOR OBLIGATION AT CLOSING

8.1 CONDITIONS PRECEDENT. All obligations of the Vendor to transfer the Target
Shares at the Closing under this Agreement are subject to the fulfilment (or
waiver in writing by the Vendor) prior to or at the Closing of each of the
following conditions:

(a) ACTIONS, ETC. All actions, proceedings, instruments and documents
required to carry out the Transaction including without limitation, the
issue of the Series A Preferred Shares and all other related legal matters
shall have been approved by the Vendor and its counsel shall have been
furnished with such certified copies of actions and proceedings and other
such instruments and documents that the Vendor and its counsel shall have
requested.

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(b) CORPORATE AUTHORIZATIONS. Purchaser shall deliver to the Vendor
evidence satisfactory to the Vendor's counsel that all necessary corporate
authorizations by the Purchaser approving the Transaction have been
obtained.

(c) NO ORDERS. No order of any court or administrative agency shall be in
effect which restrains or prohibits the Transaction and no suit, action,
inquiry, investigation or proceeding in which it will be or it is sought to
restrain, prohibit or change the terms of or obtain damages or other relief
in connection with the Transaction and which in the judgment of Vendor
makes it inadvisable to proceed with the consummation of the Transaction
shall have been made, instituted or threatened by any Person.

In case any of the foregoing conditions cannot be fulfilled at or before
the Time of Closing to the satisfaction of the Vendor, the Vendor may rescind
this Agreement by notice to Purchaser and in such event each of the Parties
shall be released from all obligations hereunder. Provided however that any such
conditions may be waived in whole or in part by the Vendor without prejudice to
the Vendor's rights of rescission in the event of the non-fulfilment of any
other condition or conditions, any such waiver to be binding on the Vendors only
if the same is in writing.

9. MISCELLANEOUS

9.1 TENDER. Any tender of documents or money hereunder may be made upon the
Parties or upon their respective solicitors as set forth herein.

9.2 NOTICE. All notices, requests, demands or other communications by the
Parties required or permitted to be given by one Party to another shall be given
in writing by personal delivery, by facsimile or by registered or-certified
mail, delivered to such other Party as follows:

(a) Vendor at:
00 XxXxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxx
Xxxxxxx Virgin Island

Attention: Xxxxx Xxxxxxx, Executive Vice President
Facsimile Number: (000) 000-0000

(b) to the Purchaser at:

Online International Corporation
000 Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 1 1788

Attention: Xxxxx X. Xxxxxxx, President
Facsimile Number: (000) 000-0000

or at such other address or telecopier number as may be given by any of them to
the others in writing from time to time and such notices, requests, demands or
other communications shall be deemed to have been received when delivered, if
personally delivered, on the date telecopied (with receipt confirmed) if
telecopied and received at or prior to 5:00 p.m. Iocal time and, if not, on the
next Business Day and if mailed, on the date received as certified.

-13-

9.3 FURTHER ASSURANCES. The Parties shall sign such other papers, cause such
meetings to be held, resolutions passed and by-laws enacted and exercise their
vote and influence, do and perform and cause to be done and performed such
further and other acts and things as may be necessary or desirable in order to
give full effect to this Agreement and every part hereof.

9.4 GOVERNING LAW. The validity, interpretation, performance and enforcement of
this Agreement and the rights of the parties hereunder shall be construed and
enforced in accordance with the laws of the State of New York, without regard to
choice of law rules, and the parties irrevocably attorn to the jurisdiction of
British Virgin Islands.

Any controversy or claim arising out of or relating to this Agreement, or breach
thereof, shall be settled by arbitration in British Virgin Islands. Such
arbitration shall be in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court of competent jurisdiction. The Prevailing party in a claim
or controversy arising out of or relating to this Agreement shall be entitled to
recover all reasonable attorney's fees, costs of arbitration, and court costs,
from the Losing Party.

9.5 CONFIDENTIALITY. The Parties agree that the terms of this Agreement and all
of the documents to be delivered on Closing shall be retained in the strictest
confidence and not be disclosed to any third party other than for the purposes
of filing income tax returns, or for complying with an Order of a court of
competent jurisdiction; provided the Vendor shall be at liberty to comply with
the requirements of regulatory authorities including but not limited to The
Toronto Stock Exchange, the Ontario Securities Commission; and the Securities
and Exchange Commission of the United States; provided the Purchaser shall be at
liberty to comply with any Governmental Agency with regulatory authority over
the operations or affairs of the Corporation in response to a request for the
production of records, provided however that the Purchaser gives the Vendor
notice of such request prior to the production of records of the terms of this
Agreement and cooperates with the Vendor in any proceedings as may be undertaken
by the Vendor to set aside such request.

9.6 EXPENSES. All out-of-pocket expenses incurred by the Vendor in connection
with the Transaction shall be borne by the Vendor and all out-of-pocket expenses
incurred by Purchaser and Corporation in connection with the Transaction shall
be borne by Purchaser and Corporation respectively.

9.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the
Parties with respect to all of the matters herein. This Agreement supersedes any
and all agreements, understandings and representations made among the Parties
prior to the date hereof with respect to all of the matters herein. This
Agreement shall not be amended except by a memorandum in writing signed by all
of the Parties and any amendment hereof shall be null and void and shall not be
binding upon any Party which has not given its consent as aforesaid.

9.8 ASSIGNMENT. No Party may assign this Agreement or any part hereof without
the prior written consent of the other Party which consent may not be
unreasonably withheld. Subject to the foregoing, this Agreement shall enure to
the benefit of and be binding upon the Parties and their respective heirs,
executors, administrators, legal representatives, successors and assign, but no
other Person. Notwithstanding the foregoing the Vendor shall be entitled to
assign the Series A Preferred Shares in accordance with the terms thereof.

-14-

9.9 INVALIDITY. In the event that any of the covenants, representations and
warranties or any portion of them contained in this Agreement are unenforceable
or are declared invalid for any reason whatsoever, such unenforceability or
invalidity shall not affect the enforceability or invalid, covenant,
representation and warranty or covenant or portion thereof shall be severable
from the remainder of this Agreement.

9.10 COUNTERPART. This Agreement may be executed in several counterparts, each
of which so executed shall be deemed to be an original and such counterparts
when taken together shall constitute one and the same original agreement which
shall be binding on the Parties hereto.

IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the
30 day of Janaury, 1997.

WITNESS ONLINE INTERNATIONAL CORPORATION

Per: /s/ Xxxxx Xxxxxx Per: /s/ Xxxxx X. Xxxxxxx
------------------------------ ---------------------------

Name: XXXXX XXXXXX B.V.I Name: XXXXX X. XXXXXXX
------------------------------ ---------------------------

Title: PRESIDENT
--------------------------

GAMING LOTTERY CORPORATION

Per: /s/Xxxxx Xxxxxxx
---------------------------

Name: XXXXX XXXXXXX
---------------------------

Title: EXECUTIVE VP
--------------------------

[SEAL]

-15-

EXHIBIT A

SERIES A PREFERRED SHARES

ONLINE INTERNATIONAL CORPORATION
(A Nevada Corporation)

SERIES A PREFERRED SHARE CERTIFICATE

CERTIFICATE NO: 1 NO. SHARES: 250

THIS CERTIFIES that GAMING LOTTERY CORPORATION is the owner of TWO HUNDRED
FIFTY (250) fully paid and nonassessable shares of the Series A Preferred Stock
of ONLINE INTERNATIONAL CORPORATION, a corporation organized under the laws of
the State of Nevada, transferable on the books of the corporation by the holder
hereof, in person or by duly authorized attorney, or surrender of this
certificate properly endorsed.

RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS

The rights, preferences, privileges and restrictions of these shares Series
"A" Preferred Shares (the "Shares") are as follows:

1. DIVIDENDS: A fixed, preferential non-cumulative cash dividend rate of
five percent (5%) payable semi-annually and to commence thirty (30) months from
the date hereof. This dividend rate to be adjusted to reflect any reorganization
of the present capitalization structure of the corporation.

2. LIQUIDATION PREFERENCE: The preferential right to participate in any
distribution or liquidation or dissolution of the corporation.

3. LIMITED VOTING RIGHTS: Except as specifically set forth here in
Paragraph 11, these Shares shall not have the right to vote in the same manner
and on the same corporate matters as the holders of common stock of the
corporation.

4. CONVERSION RIGHTS: The right to convert all or any portion thereof of
the Shares into shares of common stock at a conversion rate of one 11) preferred
share for 16,667 common shares utilizing a $6.00 per share conversion rate as
the capitalization of the corporation as of the date hereof with said rate to be
adjusted to reflect any reorganization of the capitalization structure of the
corporation. This right to convert all or any portion thereof of the Shares
shall remain with the Holder or its transferees or assignees in perpetuity.

Page 1 of 4

5. CONVERSION DATE: The Conversion Date for this Shares shall commence
thirty (30) days after the date hereof.

6. MANNER OF EXERCISE OF CONVERSION RIGHTS: In order to exercise the
conversion rights of these Shares, the Holder of said Shares must give written
notice to the corporation no earlier than ten (10) days after the Conversion
Date of its intention to exercise its conversion rights.

7. RESERVATION OF COMMON STOCK: The corporation shall, at all times during
the period which the Holder of the Shares has the right to convert the Shares to
common shares of the corporation, reserve and keep available out of its
authorized but unissued common shares, such amount of its duly authorized shares
of common stock as shall be necessary to effect the conversion of these Shares.

8. CONVERSION LIMITATIONS: The Holder of these Shares shall only be
permitted to convert that amount of its Shares which would result after such
conversion with the Holder then owning a maximum of twenty percent (20%) of the
then issued and outstanding common shares of the corporation. The Holder may
cumulatively convert a total amount of its Shares which will result in the
Holder having cumulatively owned common shares in excess of this twenty percent
(20%) limitation. However, upon the completion of any single conversion
transaction, the Holder will be limited to a then present ownership of a maximum
of twenty percent (20%) of the issued and outstanding common shares of the
corporation. However, in the event the corporation is in breach of any of its
obligations as set forth herein in Paragraph 10, the conversion rights of the
Holder shall not be subject to the conversion limitations set forth in this
Paragraph 6.

9. ISSUANCE OF SHARES PURSUANT TO REGULATION S: The shares of common stock
that are to be issued to the Holder of the Shares resulting from the exercise of
its conversion rights, shall be issued pursuant to SEC Regulation S if the
converting Holder is a "non-U.S. person" and further satisfies all of the other
conditions of SEC Regulation S.

10. CONDITIONS, OBLIGATIONS AND REQUIRED APPROVALS: The corporation shall
be required to provide the Holder of the Shares the documents set forth below
and to refrain from certain corporate actions unless the corporation obtains the
prior written approval of no less than fifty-one percent (51% of the issued and
outstanding Series A Preferred Shares:

Page 2 of 4

1. FINANCIAL STATEMENTS: To provide the Holder with copies of all
regularly prepared quarterly and annual financial statements of the
corporation.

2. ACCESS TO BOOKS AND RECORDS: To provide the Holder with reasonable
access for review, inspection and copying of the corporation's books
and records.

3. APPOINTMENT AND COMPENSATION OF OFFICERS: To obtain the written
approval of the Holder for the appointment and compensation of all
officers and management and supervisory personnel of the corporation,
including but not limited to its executive officers.

4. CAPITAL EXPENDITURES: To make no capital expenditures in excess of
$100,000 without the prior written approval of the Holder.

5. ACQUISITIONS AND MERGERS: To make no acquisitions and/or mergers
with other entities without the prior written approval of the Holder.

6. ISSUANCE OF SECURITIES AND ADJUSTMENT TO CAPITAL STRUCTURE: To
issue any shares of common stock or other securities, incur any debt
other than ordinary trade creditors, declare any type of stock or
cash dividend or make any adjustment to the capitalization of the
corporation without the prior written approval of the Holder.

7. POSITIVE SHAREHOLDER EQUITY: To maintain at all times both a
positive shareholder equity and positive working capital.

11. BREACH OF CONDITIONS AND OBLIGATIONS: In the event of a breach of any
of the conditions set forth above in Paragraph 10 on the part of the corporation
and/or the corporation fails to obtain the required approvals of the Holders as
further set forth above in Paragraph 10, the corporation shall be deemed to be
in "default" and the Holder hereof shall be entitled to exercise the following
rights with respect to its Shares:

Page 3 of 4

1. VOTING RIGHTS: The Shares shall have the same voting rights as the
common shares of the corporation and shall not be subject to the
provisions of Paragraph 3 herein.

2. CONVERSION RIGHTS: The Holder hereof shall be entitled to convert
any portion up to the entire amount of its Shares and shall not be
subject to the conversion limitations set forth in Paragraph 8
herein.

12. TRANSFERABILITY OF SHARES: The Holder of these Shares shall have the
absolute right to transfer or assign all or any portion thereof of the Shares.
The transferee or assignee of the Shares shall have all of the rights,
preferences and privileges of the Shares and shall be subject to the same
restrictions of said Shares.

IN WITNESS WHEREOF, the said corporation has caused this certificate to be
signed by its duly authorized officers and its corporation seal to be hereunder
affixed this 23 day of January, 1997.

/s/ X. Xxxxxxx /s/ Xxxxxxxx Xxxxxxxxx
------------------------------ ------------------------------
PRESIDENT SECRETARY

Receive in Tortola, BVI
January 30/97
[SEAL]

Page 4 of 4

SCHEDULE 1

DIRECTORS AND OFFICERS

DIRECTOR
Xxxxxxx Xxxxx Xxxxx

OFFICERS

President and CEO Xxxxxxx Xxxxx Xxxxx

Treasurer/Secretary
Vice President Finance Xxxxxxxx Xxxxxxxxx

SCHEDULE 2

ISSUED AND OUTSTANDING SHARES OF THE CORPORATION

ISSUES AND OUTSTANDING
101 COMMON SHARES ---- GAMING LOTTERY CORPORATION

AUTHORIZED
200 COMMON SHARES

[LOGO]
NUMBER SHARES
| | | |
------ -------

INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

PRINTING ASSOCIATES INCORPORATED

The Corporation is Authorized to Issue 200 Shares

THIS CERTIFIES THAT: GAMING LOTTERY CORPORATION IS THE OWNER OF
ONE HUNDRED --------------------------------- FULLY PAID AND NON-ASSESSABLE
SHARES OF THE ABOVE CORPORATION TRANSFERABLE ONLY ON THE BOOKS OF THE
CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY A DULY AUTHORIZED ATTORNEY
UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE
SIGNED BY ITS DULY AUTHORIZED OFFICERS AND TO BE SEALED WITH THE SEAL OF THE
CORPORATION.
DATED OCTOBER 23, 1996
----------------

/s/ Xxx Xxxxx /s/ [ILLEGIBLE]
------------------------------ ------------------------------
PRESIDENT SECRETARY
------------------------------ ------------------------------
[SEAL]
SEE TRANSFER RESTRICTIONS ON REVERSE

NOTICE: RESTRICTIONS ON TRANSFER

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED, ENCUMBERED, OR OTHERWISE DISPOSED OF EXCEPT UPON
SATISFACTION OF CERTAIN CONDITIONS. INFORMATION CONCERNING THESE RESTRICTIONS
MAY BE OBTAINED FROM THE CORPORATION OR ITS LEGAL COUNSEL. ANY OFFER OR
DISPOSITION OF THESE SECURITIES WITHOUT SATISFACTION OF SAID CONDITIONS WILL BE
WRONGFUL AND WILL NOT ENTITLE THE TRANSFEREE TO REGISTER OWNERSHIP OF THE
SECURITIES WITH THE CORPORATION.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or regulations. Additional abbreviations may also be used though not in the
list.
TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian (Minor)
------------------- --------------------
TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors Act (State)
----------------------------
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------------
FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO | |
| |
---------------------------------------------------------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

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

SHARES
---------------------------------------------------------------------------------------------------------------------------

REPRESENTED BY THE WITHIN CERIFICATE, AND HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS
-------------------------------------------
ATTORNEY TO TRANSFER THE SAID
----------------------------------------------------------------------------------------------------
SHARES ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED
-------------------------
IN PRESENCE OF ------------------------------------

/s/ [ILLEGIBLE]
----------------------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without alteration
or enlargement, or any change whatever.

[LOGO]
NUMBER SHARES
| | | |
------ -------

INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

PRINTING ASSOCIATES INCORPORATED

The Corporation is Authorized to Issue 200 Shares

THIS CERTIFIES THAT: GAMING LOTTERY CORPORATION IS THE OWNER OF
ONE ----------------------------------------- FULLY PAID AND NON-ASSESSABLE
SHARES OF THE ABOVE CORPORATION TRANSFERABLE ONLY ON THE BOOKS OF THE
CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY A DULY AUTHORIZED ATTORNEY
UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE
SIGNED BY ITS DULY AUTHORIZED OFFICERS AND TO BE SEALED WITH THE SEAL OF THE
CORPORATION.
DATED December 16, 1996
-----------------

/s/ Xxx Xxxxx /s/ Xxxxxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
PRESIDENT SECRETARY
------------------------------ ------------------------------
[SEAL]
SEE TRANSFER RESTRICTIONS ON REVERSE

SCHEDULE 3

LITIGATION AND PENDING LITIGATION

The Corporation has been in dispute with Xxxxxxx Xxxxxx, the President and Chief
Executive Officer, of Wintex, who together with his spouse owns 60% of the
outstanding common shares of Wintex, over the management of Wintex. To date the
Corporation has not been successful in negotiating an amicable ownership and
management arrangement of Wintex. Furthermore Xxxxxxx Xxxxxx has threatened the
Corporation that it has violated a stockholders' agreement and may be binding to
him under certain buy/sell clauses. The Purchaser acknowledges that it, has been
provided with all documentation and correspondence relating to this matter, and
has been involved in recent attempts to negotiate a settlement with Xxxxxxx
Xxxxxx, and as such has full knowledge of all the issues, threats and problems
pertaining to this matter.

-19-

[LETTERHEAD]

Xxxxxx & Xxxxx LLP

January 24, 1997

Online International Corporation
c/o Printing Associates Incorporated
000 Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx

RE: PRINTING ASSOCIATES INCORPORATED

Ladies and Gentlemen:

We have served as counsel to Gaming Lottery Corporation, an Ontario, Canada
corporation ("GLC"), which owns the stock of Printing Associates Incorporated, a
New York corporation (the "Company"), as of the date hereof. This opinion is
delivered to you at the request of the Company in connection with that certain
Stock Purchase Agreement to be entered into between GLC and you.

For purposes of this opinion, we have examined originals or copies of only the
following documents, records and instruments:

(a) The Certificate of Incorporation of the Company filed on September 20,
1994, as amended by the Certificate of Merger of Printing Associates
Incorporated and Printing Associates of New York, Inc. filed
on September 22, 1994 (the "Certificate of Incorporation"), certified
to us by an officer of the Company as being complete and in full force
and effect as of the date hereof;

(b) The Bylaws of the Company (the "Bylaws") adopted on April 27, 1995,
certified to us by an officer of the Company as being complete and in
full force and effect as of the date hereof;

Online International Corporation
January 24, 1997
Page 2

(c) Records of proceedings of the Board of Directors and shareholders
of the Company, together with the stock book and transfer ledger of
the Company, all as certified by an officer of the Company;

(d) A certificate dated as of the date of this opinion from an
officer of the Company (the "Certificate"), with respect to certain
matters, including the matters referred to in (a), (b) and (c) above,
a copy of which is attached hereto; and

(e) A Good Standing Certificate dated January 22, 1997, issued by the
Secretary of State of the State of New York with respect to the
Company.

We have not reviewed any documents for the purposes of this opinion other than
items (a) through (e) above.

ASSUMPTIONS

For purposes of rendering this opinion, we have assumed the following:

A. AUTHENTICITY AND RECORDING. All signatures are genuine and all
documents submitted to us as originals are complete and authentic. All
documents submitted to us as copies conform to the executed originals.

B. ACCURATE INFORMATION. The information contained in the Certificate,
and in certificates of public officials, including, without limitation, that
described in item (e) above, is true and complete.

C. FACTUAL MATTERS. The Board of Directors of the Company has not
appointed any bank or trust company as transfer agent and/or registrar since
the Company's incorporation. Printing Associates Incorporated (the
"Constituent Corporation"), one of the constituent corporations in the merger
(the "Merger") between the Constituent Corporation and the Company (formerly
known as "Printing Associates of New York, Inc.") effective as of September
22, 1994, did not own

Online International Corporation
January 24, 1997
Page 3

any real property in the State of New York immediately prior to the effective
date of the Merger.

OPINION

Based solely upon the foregoing and on our examination of such questions of law
we have deemed necessary or appropriate for the purpose of this opinion, and
subject to the assumptions, qualifications and limitations set forth herein, it
is our opinion that:

1. The Company is a corporation validly existing under the laws of the
State of New York.

2. The authorized capital stock of the Company consists of 200 shares, of
which 101 shares are issued and outstanding.

3. Gaming Lottery Corporation is the record holder of all of the issued
and outstanding shares of capital stock of the Company (the "Shares"). The
Shares have been duly authorized, validly issued and are fully paid and
nonassessable (subject to Section 630 of the New York Business Corporation Law).

QUALIFICATIONS AND LIMITATIONS

The opinions rendered herein are subject to and qualified in all respects by the
following qualifications and limitations:

a. We are members of the Bar of the State of New York and our opinion is
limited to the laws of the State of New York presently in force and we express
no opinion as to the applicability or effect of the laws of any other
jurisdiction.

b. The foregoing opinions, to the extent they relate to the organization
and existence of the Company, including without limitation the opinion set forth
in Paragraph 1 above, are based solely upon our review of the Certificate of
Incorporation and the Bylaws, the Certificate, the certificate identified in
item (e) above, and the records identified in item (c) above.

Online International Corporation
January 24, 1997
Page 4

c. Our opinion expressed in Paragraph 3 above as to the fully paid and
nonassessable status of the outstanding shares of capital stock of the Company
is based solely upon the statement set forth in the Certificate to the effect
that the Company received full and adequate consideration for all outstanding
shares of its capital stock.

This opinion is rendered to you in connection with the sale to you of the Shares
pursuant to the Purchase Agreement and is for your exclusive benefit. This
opinion may not be relied upon by you for any other purpose and, without our
prior written consent, may not be relied upon by or furnished or quoted to any
other person, firm or corporation for any purpose. Neither you nor any other
person to whom we may grant our consent to rely upon this opinion may rely upon
any portion of this opinion which such person knows to be false or has
information which would make reliance upon such portion of the opinion
unreasonable in the circumstances. This opinion speaks only as of its date. We
have no obligation to advise you (or any other person) of any changes of law or
fact that may occur after the date hereof, notwithstanding that such changes may
affect the legal analysis, a legal conclusion or an informational confirmation
contained herein.

Very truly yours,

/s/ Xxxxxx & Xxxxx LLP

RECEIPT

THE UNDERSIGNED hereby acknowledges receipt of Stock Certificate No. 4 issued in
the name of Gaming Lottery Corporation for One (1) share of the common stock of
Printing Associates Incorporated duly endorsed for transfer.

Dated: JANUARY 30, 1997.
----------

ONLINE INTERNATIONAL CORPORATION

By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Its: PRESIDENT
------------------------------------

[SEAL]

RECEIPT

THE UNDERSIGNED hereby acknowledges receipt of Stock Certificate No. 4 issued in
the name of Gaming Lottery Corporation for One Hundred (100) shares of the
common stock of Printing Associates Incorporated duly endorsed for transfer.

Dated: JANUARY 30, 1997.
----------

ONLINE INTERNATIONAL CORPORATION

By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Its: PRESIDENT
------------------------------------

[SEAL]

[LOGO]
NUMBER SHARES
| | | 100 |
------ -------

INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

PRINTING ASSOCIATES INCORPORATED

THE CORPORATION IS AUTHORIZED TO ISSUE 200 SHARES

THIS CERTIFIES THAT: GAMING LOTTERY CORPORATION IS THE OWNER OF
ONE HUNDRED ------------------------------- FULLY PAID AND NON-ASSESSABLE
SHARES OF THE ABOVE CORPORATION TRANSFERABLE ONLY ON THE BOOKS OF THE
CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY A DULY AUTHORIZED ATTORNEY
UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE
SIGNED BY ITS DULY AUTHORIZED OFFICERS AND TO BE SEALED WITH THE SEAL OF
THE CORPORATION.
DATED October 23, 1996

/s/ X.X. XXXXX /s/ [ILLEGIBLE]
------------------------------ ------------------------------
PRESIDENT SECRETARY
------------------------------ ------------------------------
[SEAL]

SEE TRANSFER RESTRICTIONS ON REVERSE

NOTICE: RESTRICTIONS ON TRANSFER

[SEAL]

TEN COM --as tenants in common UNIF GIFT MIN ACT-- Custodian (Minor)
------------------- --------------------
TEN ENT --as tenants by the entireties under Uniform Gifts to Minors Act (State)
----------------------------
JT TEN --as joint tenants with right of survivorship
and not as tenants in common PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO ---------------------------------------
| |
ONLINE INTERNATIONAL CORPORATION | |
---------------------------------------------------------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADRESS OF ASSIGNEE

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

100 Shares
---------------------------------------------------------------------------------------------------------------------------

REPRESENTED BY THE WITHIN CERTIFICATE, AND HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS
-------------------------------------------
ATTORNEY TO TRANSFER THE SAID
----------------------------------------------------------------------------------------------------
SHARES ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED January 30, 1997
---------------------------- /s/ [ILLEGIBLE]
IN PRESENCE OF ---------------------------------
TORTOLA B.V.I.
/s/ [ILLEGIBLE] B.V.I.
-----------------------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without alteration
or enlargement or any change whatever.

[LOGO]
NUMBER SHARES
| | | 100 |
------ -------
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

PRINTING ASSOCIATES INCORPORATED

THE CORPORATION IS AUTHORIZED TO ISSUE 200 SHARES

/s/ X. Xxxxx /s/ Xxxxxxxx Xxxxxxxxx
------------------------------ ------------------------------
PRESIDENT SECRETARY
------------------------------ ------------------------------
[SEAL]

SEE TRANSFER RESTRICTIONS ON REVERSE

NOTICE: RESTRICTIONS ON TRANSFER

[SEAL]

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or regulations. Additional abbreviations may also be used though not in the
list.
TEN COM --as tenants in common UNIF GIFT MIN ACT-- Custodian (Minor)
------------------- --------------------
TEN ENT --as tenants by the entireties under Uniform Gifts to Minors Act (State)
----------------------------
JT TEN --as joint tenants with right of survivorship
and not as tenants in common PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO -------------------------------------
| |
ONLINE INTERNATIONAL CORPORATION | |
----------------------------------------------------------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

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

SHARES
---------------------------------------------------------------------------------------------------------------------------

REPRESENTED BY THE WITHIN CERTIFICATE, AND HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS
-----------------------------------------
ATTORNEY TO TRANSFER THE SAID
----------------------------------------------------------------------------------------------------
SHARES ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED January 30, 1997
------------------------------ /s/ [ILLEGIBLE]
IN PRESENCE OF ---------------------------------
TORTOLA B.V.I.
/s/ [ILLEGIBLE] B.V.I.
-----------------------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without alteration
or enlargement or any change whatever.

LAW OFFICES OF
SUITE 333
XXXXXXX X. XXX 0000 XXXXXX XXX XXX XXXXX
XXX XXXXX, XXXXXXXXXX 00000-0000
TELEPHONE (000) 000-0000
FACSIMILE (000) 000-0000

January 21, 1996 REPLY TO FILE NO. 3223CD

Xx. Xxxxx Xxxxxxx
Executive Vice-President
Gaming Lottery Corporation
Xxxxxxx Building
Xxxxxxx'x Xxx 1
X.X. Xxx 000, Xxxx Xxxx
Xxxxxxx, BVI

Re: LEGAL OPINION REGARDING STOCK PURCHASE AGREEMENT BETWEEN ONLINE
INTERNATIONAL CORPORATION AND GAMING LOTTERY CORPORATION

Dear Xx. Xxxxxxx:

We have acted as counsel for Online International Corporation, a Nevada
corporation ("OIC" or the "Company") in connection with the Stock Purchase
Agreement dated January ____, 1997 (the "Agreement") between OIC and Gaming
Lottery Corporation, a British Virgin Islands corporation ("GLC"). Pursuant to
the Agreement, OIC will be acquiring all of the issued and outstanding shares of
common stock of Printing Associates, Inc. ("PAI"), and wherein PAI will become a
wholly owned subsidiary of OIC.

In giving this opinion, we have examined such documents and made such other
investigations as we have deemed appropriate and relevant in order to furnish
this opinion, including the review of certain OIC corporate records.

In our examination, we have assumed the genuineness of all signatures
(other than the signatures of OIC), the authenticity of all documents submitted
to us as original documents, the conformity to original documents of all
documents submitted to us as original documents, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies, and the authenticity of the originals of such documents.

Xx. Xxxxx Xxxxxxx
January 21, 1997
Page 2

We express no opinion as to matters under or involving the laws of any
jurisdiction other than the laws of the State of Nevada and the laws of the
United States of America as currently in effect.

1. BASIS FOR OPINION: The documentary basis and other basis for this
opinion is my review and analysis of the following:

1. The Company's Articles of Incorporation, Certificate of Amendment,
By-Laws, Minutes of Board of Directors Meeting, Minutes of Shareholder
meetings and Shareholder Lists (collectively the "Company Records").

2. My review and analysis of the Agreement.

3. Action by Written Consent of the Shareholders of Online
International Corporation (the "Consent").

4. My review and analysis of the resolutions of the Boards of
Directors of OIC authorizing the Agreement, the issuance of the Series
A Preferred Shares and amending the Articles of Incorporation to
establish a class of Preferred Shares (collectively the
"Resolutions").

5. My review and analysis of the OIC Series A Preferred Share
Certificate for 250 shares R/N/O GLC.

6. My review and analysis of the U.S. Securities Act of 1933 (the
"Act"), SEC Regulation S ("Regulation S") and Nevada Revised Statutes
Sections 78.211, 78.215, 78.3784, 78.3785, 78.379.1 and 90.530.11
(collectively the "Nevada Statutes") as they apply to the Agreement.

2. LEGAL OPINION: Based upon my review of the Company Records, the
Agreement, the Consent, the Resolutions, the Act, Regulation S, and the Nevada
Statutes, it is our opinion that:

Xx. Xxxxx Xxxxxxx
January 21, 1997
Page 3

1. The Company is a corporation, dully incorporated, validly existing
and in good standing under the laws of Nevada, is current in all of
its regulatory filings, with the requisite corporate power and
authority to own and use its properties and assets and to carry on its
business as currently conducted.

2. The execution and delivery of the Agreement by the Company and the
consummation by it of the transactions contemplated thereby having
been duly authorized by all necessary action on the part of the
Company. The Agreement has been duly executed and delivered by the
Company and constitutes the valid and binding obligation of the
Company enforceable against the Company in accordance with its terms.

3. The authorized capital of the Company consists of 100,000,000
shares with a par value of $.001 and of which 1,250,000 common shares
have been validly authorized and issued by the Company, are
outstanding as fully paid and non-assessable shares and were issued in
full compliance with the Act and reliance upon the private placement
exemption or exempt transaction pursuant to Nevada Revised Statutes
Section 90.530.11.

4. The Company is further authorized to issue a series of Preferred
Stock pursuant to terms and conditions as determined by the Board of
Directors of the Company.

5. The Series A Preferred Shares (as defined in the Agreement)
delivered pursuant to the Agreement have been legally and validly
issued, are fully paid and non-assessable and have been issued in
compliance with the all federal and state securities laws including
but not limited to the Act, Regulation S and the Nevada Statutes.

6. The holder of all the outstanding and issued shares of OIC pursuant
to the Consent has approved the Agreement, the

Xx. Xxxxx Xxxxxxx
January 21, 1997
Page 4

amending of the Company's Articles of Incorporation to establish a
class of Preferred Shares and the issuance of 250 Series A Preferred
Shares pursuant to the terms and conditions as established by the
Company's Board of Directors.

7. The voting rights resulting from the conversion of the Series A
Preferred Shares may result in certain Shareholders obtaining "control
shares" and a "controlling interest" in OIC as the terms are defined
in Nevada Revised Statutes Sections 78.3784 and 78.3785. The voting
rights of these control shares have been approved by the Shareholders
of GLC pursuant to Nevada Revised Statute Section 78.379.1.

3. USE OF LEGAL OPINION: This opinion is being furnished only to yourself,
and the other parties to the contemplated transaction, and shall not be
distributed to and may not be relied upon by any other party.

I trust this opinion will be of assistance to you.

Very truly yours,

/s/ Xxxxxxx X. Xxx, III

XXXXXXX X. XXX, III

CJB:dic

cc: Online International Corporation

3223CD

MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS

ONLINE INTERNATIONAL CORPORATION

Pursuant to duly provided notice to all of the directors of ONLINE
INTERNATIONAL CORPORATION, a Special Meeting of the Board of Directors of said
corporation was held via telephone conference call on January 2, 1997, at the
hour of 11:00 a.m. with said telephone conference call originating from 0000
Xxxxxx Xxx Xxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000.

Directors present on the line were:

1. XXXXX X. XXXXXXX

Directors absent were:

1. None

Also on the line were:

1. XXXXXXX X. XXX, III, ESQ.

The meeting was called to order for the purpose of discussing the current
status of the corporation and discussing and evaluating various other matters
concerning the reorganization of the corporation. XX. XXXXX X. XXXXXXX acted
as the Chairman for the meeting and appointed XXXXXXX X. XXX, III to act as
Secretary for this meeting.

XX. XXXXX X. XXXXXXX discussed the following matters:

1. ACQUISITION OF PRINTING ASSOCIATES, INC.: That pursuant to the earlier
authorized negotiations, that the corporation has entered into a
definitive Stock Purchase Agreement with Gaming Lottery Corporation, a
British Virgin Islands corporation ("GLC") for the acquisition of all
of 101 issued and

Page 1 of 4

outstanding shares of Printing Associates, Inc. ("PAI"). PAI is a wholly
owned subsidiary of GLC.

2. PAI ACQUISITION TERMS AND CONDITIONS: The PAI shares are to be
exchanged for 250 "Series A Preferred Shares" in the total amount of
$25,000,000 as the consideration for the Preferred Shares. The terms
and conditions will be as set forth in the attached Exhibit "A" to
these minutes. The acquisition will include all of the present assets
and liabilities of PAI.

3. AMENDMENT TO ARTICLES OF INCORPORATION TO ESTABLISH CLASS OF PREFERRED
SHARES: It will therefore be necessary in order to implement the
acquisition of PAI, for the corporation to amend its Articles of
Incorporation to provide for and to authorize Preferred Stock.

Upon motions duly made, seconded and unanimously carried, the following
resolutions were passed:

APPROVAL OF ACQUISITION OF
PRINTING ASSOCIATES, INC.

RESOLVED, that the corporation, subject to shareholder approval, hereby
authorizes and approves the acquisition of PRINTING ASSOCIATES, INC. for the
issuance of 250 Series A Preferred Shares for a total consideration of
$25,000,000.

DESIGNATION OF RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS OF
SERIES A PREFERRED SHARES

RESOLVED FURTHER, that the rights, preferences, privileges and restrictions
of the Series A Preferred Shares are hereby established as set forth in the
attached Exhibit "A" to these minutes.

Page 2 of 4

AMENDMENT OF ARTICLES OF INCORPORATION
TO AUTHORIZE PREFERRED STOCK

RESOLVED FURTHER, that subject to shareholder approval, the ARTICLE FOURTH
is hereby amended to read as follows:

FOURTH. That the total number of common stock authorized that may be issued
by the Corporation is ONE HUNDRED MILLION (100,000,000) shares of stock @ $.001
par value. Said common shares may be issued by the corporation from time to time
for such considerations as may be fixed by the Board of Directors.

Preferred Stock may also be issued by the Corporation from time to time in
one or more series and in such amounts as may be determined by the Board of
Directors. The designations, voting rights, amounts of preference upon
distribution of assets, rates of dividends, premiums of redemption, conversion
rights and other variations, if any, the qualifications, limitations or
restrictions thereof, if any, of the Preferred Stock, and of each series
thereof, shall be such as are fixed by the Board of Directors, authority so to
do being hereby expressly granted, and as are stated and expressed in a
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series of Preferred Stock.

AUTHORITY TO ACT ON BEHALF OF THE
CORPORATION WITH RESPECT TO THE
ACQUISITION OF PRINTING ASSOCIATES, INC.

RESOLVED FURTHER, that the President of the corporation, XXXXX X. XXXXXXX
is hereby authorized to act on behalf of the corporation with respect to the
acquisition of PRINTING ASSOCIATES, INC. and is further specifically authorized
to execute the Stock Purchase Agreement and all other required documents on
behalf of the corporation and to represent the corporation at the closing of the
transaction in Tortola, British Virgin Islands scheduled for on or before
January 31, 1997.

Page 3 of 4

ADJOURNMENT

There being no further business to come before the Board, upon motion duly
made, seconded and unanimously carried, the meeting was adjourned at 11:32 a.m.

/s/ Xxxxxxx X. Xxx, III
--------------------------------------
XXXXXXX X. XXX, III
Acting Secretary

Page 4 of 4

EXHIBIT "A"

RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
OF SERIES A PREFERRED SHARES

The rights, preferences, privileges and restrictions of these shares Series
"A" Preferred Shares (the "Shares") are as follows:

2. LIQUIDATION PREFERENCE: The preferential right to participate in any
distribution or liquidation or dissolution of the corporation.

4. CONVERSION RIGHTS: The right to convert all or any portion thereof of
the Shares into shares of common stock at a conversion rate of one (1) preferred
share for 16,667 common shares utilizing a $6.00 per share conversion rate as
the capitalization of the corporation as of the date hereof with said rate to be
adjusted to reflect any reorganization of the capitalization structure of the
corporation. This right to convert all or any portion thereof of the Shares
shall remain with the Holder or its transferees or assignees in perpetuity.

5. CONVERSION DATE: The Conversion Date for this Shares shall commence
thirty (30) days after the date hereof.

Page 1 of 3

1. FINANCIAL STATEMENTS: To provide the Holder with copies of all
regularly prepared quarterly and annual financial statements of the
corporation.

2. ACCESS TO BOOKS AND RECORDS: To provide the Holder with reasonable
access for review, inspection and copying of the corporation's books
and records.

Page 2 of 3

4. CAPITAL EXPENDITURES: To make no capital expenditures in excess of
$100,000 without the prior written approval of the Holder.

5. ACQUISITIONS AND MERGERS: To make no acquisitions and/or mergers
with other entities without the prior written approval of the Holder.

7. POSITIVE SHAREHOLDER EQUITY: To maintain at all times both a
positive shareholder equity and positive working capital.

1. VOTING RIGHTS: The Shares shall have the same voting rights as the
common shares of the corporation and shall not be subject to the
provisions of Paragraph 3 herein.

Page 3 of 3

ACTION BY WRITTEN CONSENT
OF THE SHAREHOLDERS OF
ONLINE INTERNATIONAL, INC.
(a Nevada corporation)

The undersigned shareholder, pursuant to Nevada Revised Statutes Section
78.320.2, as the beneficial owner of all of the issued and outstanding shares of
ONLINE INTERNATIONAL, INC., a Nevada corporation, does hereby consent to and
adopt the following:

1. Approval of the acquisition of PRINTING ASSOCIATES, INC. for the
issuance of 250 Series A Preferred Shares for a total consideration of
$25,000,000.

2. Approval to amend ARTICLE FOURTH of the Articles of Incorporation
to read as follows:

FOURTH. That the total number of common stock authorized that may be
issued by the Corporation is ONE HUNDRED MILLION (100,000,000) shares of
stock @ $.001 par value. Said common shares may be issued by the
corporation from time to time for such considerations as may be fixed by
the Board of Directors.

Preferred Stock may also be issued by the Corporation from time to
time in one or more series and in such amounts as may be determined by
the Board of Directors. The designations, voting rights, amounts of
preference upon distribution of assets, rates of dividends, premiums of
redemption, conversion rights and other variations, if any, the
qualifications, limitations or restrictions thereof, if any, of the
Preferred Stock, and of each series thereof, shall be such as are fixed
by the Board of Directors, authority so to do being hereby expressly
granted, and as are stated and expressed in a resolution or resolutions
adopted by the Board of Directors providing for the issue of such series
of Preferred Stock.

3. Approval of the voting rights resulting from the conversion of the
Series A Preferred Shares in the event said resulting shares become
control shares pursuant to Nevada Revised Statutes Section 78.379.1

A facsimile transmission of my signature shall be sufficient to serve as my
consent, adoption and approval of the above-described matters.

DATED: JANUARY 22, 1997 /s/ Xxxxx Xxxxxxxx
----------------------------- ------------------------------
Signature of Shareholder

XXXXX XXXXXXXX
------------------------------
Printed Name of Shareholder

1,250,000
------------------------------

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EXHIBIT NO. 2 STOCK PURCHASE AGREEMENT BETWEEN ONLINE INTERNATIONAL CORPORATION AND GAMING LOTTERY

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