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                                                                    EXHIBIT 10.2

                      SETTLEMENT AND RECONVEYANCE AGREEMENT


     THIS SETTLEMENT AND RECONVEYANCE AGREEMENT (the "Agreement") is entered
into this 6th day of April, 2001 (the "Effective Date") by and between LOGIX
DEVELOPMENT CORPORATION, a Nevada corporation ("LDN"); GAMING SYSTEMS
INTERNATIONAL, a Nevada corporation ("GSI"); MAI SYSTEMS CORPORATION, a Delaware
corporation ("MAI"); and LOGIX DEVELOPMENT CORPORATION, a California corporation
("LDC").

                                    RECITALS

     WHEREAS, on June 18, 1999, a Contract of Sale and three Secured Notes (the
"Prior Notes") for the purchase of all assets of GSI by LDN was entered into by
and between the parties;

     WHEREAS, MAI has declared and placed LDN and LDC on notice that they
believe defaults have occurred under the original Contract of Sale and the Prior
Notes; and

     WHEREAS, it is the intent of the parties to enter into a settlement and
reconveyancing agreement to facilitate the complete transfer of the ownership of
LDN to MAI and GSI and to restructure the obligations of LDN and LDC as more
specifically provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants recited herein,
the receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:

1   Reconveyance of Ownership. LDN hereby conveys and transfers all right, title
    and interests in all intangible and tangible assets owned by LDN to MAI and
    GSI forthwith.

2   Satisfaction of Prior Notes. In consideration of the reconveyance of the LDN
    assets, and those considerations contained in this Agreement, MAI hereby
    accepts such tangible and intangible assets as full and complete
    satisfaction of the Prior Notes referenced in the Contract for Sale.

3   Cancellation of Inter-Company Debt/Non-Assumption of Certain Liabilities. It
    is agreed that:

    (a) Any debts between LDN and LDC, Keith Howington, Anne Howington, and any
        other entity owned in whole or in part by Keith and Anne Howington shall
        be canceled, except for prior payroll checks issued to Anne Howington,
        totaling less than $50,000 in the aggregate, which shall be held by GSI
        for a period of 90 days from the date of execution of this Agreement.


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    (b) MAI, GSI or their designated affiliates shall not assume any
        non-disclosed material liabilities as stated in the February 28th, 2001
        balance sheet except those that subsequently occurred in the normal
        course of business.

4   Restructuring of $1.1 Million Dollar Promissory Note. The parties hereby
    agree that the $1.1 million dollar promissory Note guaranteed by LDC (the
    "Note") will be restructured as follows:

    (a) The Note will bear interest beginning from its date of execution. The
        interest rate for the first 12 months shall be 8.75% per annum, and
        interest shall be earned on the Note beginning from the date of this
        Agreement;

    (b) No payments upon the interest or principal of the Note shall be due for
        the first twelve months;

    (c) Beginning with the thirteenth month, 36 monthly payments shall be made
        upon the interest and principal;

    (d) Each payment shall be due on the last day of the associated calendar
        month, with the first payment due on the last day of April, 2002 as
        shown in the attached Amortization Schedule (Exhibit B);

    (e) On each anniversary of this Agreement, the per-annum interest rate for
        the following twelve months shall be determined based upon the
        then-current Wall Street Journal Prime Interest Rate plus 2%;

    (f) The amount of the monthly payment upon principal and interest shall be
        determined so as to bring the principal balance to zero as of the 36th
        payment, based upon the interest rate in effect for the Note as
        determined above, which may cause the monthly payments for each 12 month
        period to vary by a small amount;

    (g) The Note shall be treated as a direct reduction loan for the purposes of
        such interest calculation, with no prepayment penalty;

    (h) LDC agrees to execute a promissory Note instrument to this effect;

    (i) The principal amount due and owing under the Note shall be reduced by
        the amount of credit received as a result of the sales price allocation
        agreement by the parties as provided herein below; and

    (j) The Parties agree that the Note may be assigned without requiring the
        consent of LDC.


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5   Sales Price Allocation. It is agreed that should MAI sell all or a majority
    of GSI or the assets thereof to a third party, this event will be treated as
    a "Qualified Deal" provided that it falls within the time limits indicated
    herein.

    (a) The time limit shall be indefinite for any of the following entities and
        any companies within their control: Ballys, Konami, MIS/Grips, and any
        entity introduced to MAI by Keith Howington to a maximum of three
        entities, so long as such additional entities are introduced to MAI
        within 90 days of the Effective Date. It is understood that the company
        names referred to herein are not necessarily the exact legal names of
        the entities in question;

    (b) The time limit shall be ninety (90) days for any third party other than
        those listed pursuant to section (a) above with whom an agreement to the
        terms and conditions of the deal are reached in that time frame;

    (c) Should a Qualified Deal take place as described above, 30% of the deal
        value shall reduce the $1.1 million Note; and

    (d) In the event that there is an excess from a Qualified Deal after
        reduction of the Note as outlined above, such excess shall be paid in
        cash as a contingent commission to LDC, within 30 days from the time
        that cash or equivalent instruments are received by MAI or GSI.

6   Disclosure. Anne Howington and Keith Howington, as officers and shareholders
    of LDN, hereby disclose that to their personal knowledge the books and
    records of LDN correctly and accurately reflect the financial affairs of the
    company. To their personal knowledge, no litigation is currently filed
    against the company except for two recently served small vendor collection
    actions which are attached hereto. Neither Anne nor Keith Howington are
    personally aware of any side "deals" or contracts outside the normal course
    of business or off book or off balance sheet liabilities and hereby
    represent that they have not created any. To their knowledge, company taxes
    have been paid currently, though it is unknown what the current payroll
    withholding status is.

7   Transfer of Ownership. LDN hereby transfers and conveys to MAI all
    equipment, inventory, trade, furniture, accounts receivable, prepaid
    expenses, bank accounts, contracts, intellectual property rights (whether
    patent, copyright, trademark, trade name, service mark, or otherwise),
    goodwill, the names "GAMING Systems International" "GSI," "GSI/Europe," and
    "Gambit" (and all logos used together with those names), all warranties,
    licenses, unfulfilled work orders, claims, choses in action, works in
    progress including wireless and circuit board design, and customers and any
    other assets listed in the attached UCC-1's. The trade name "Logix" is
    retained by LDC. MAI agrees to change the corporate name of LDN within
    ninety (90) days after the effective date of this Agreement so as not to
    conflict with "Logix."


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8   LDC Transfer of Gambit. LDC hereby agrees to transfer all of its rights,
    title and interest to the Gambit software (including those modules that have
    been developed or are partially developed), associated intellectual
    property, wireless technology, slot boards, preliminary patent applications
    including source code and any and all related documentation. To the extent
    that certain tools used in and required for the development of Gambit are
    proprietary to LDC, it is agreed that LDC will grant MAI a non-exclusive
    license for the tools, and provide a copy of the tools to facilitate
    completion and utilization of the software. Should MAI or any of its agents
    or representatives seek to obtain letters patent, trademarks or copyrights
    in any country of the world on all or part of the Gambit software system,
    LDC agrees to cooperate fully in providing information, completing forms,
    performing actions and obtaining the necessary signatures or assignments
    required to obtain such letters patent, trademarks or copyrights. In the
    event MAI shall be unable for any reason to obtain LDC's signature on any
    document necessary for any purpose set forth in the foregoing sentence, LDC
    hereby irrevocably designates and appoints each of MAI and its duly
    authorized officers and agents as LDC's attorney-in-fact to act for and in
    LDC's behalf and to stead to execute and file any such document and to do
    all other lawfully permitted acts to further any such purpose with the same
    force and effect as if executed and delivered by LDC, specifically with
    regard only to the perfection and completion of patents upon portions of the
    GAMBIT system for which preliminary protection was filed in October of 2000.

9   Release of MIS/Grips Restraints. LDN agrees to immediately contact MIS/GRIPS
    and to confirm in writing that they are released from their confidentiality
    agreement and may discuss their potential interest in purchasing LDN-GSI
    with MAI.

10  Non-Competition. In consideration of the mutual covenants contained herein
    and specifically the purchase price participation credit set forth in
    Paragraph 4, LDC agrees not to compete in the development, sale,
    representation or marketing of casino management software, until the later
    of two years from the date of this Agreement or until the repayment of the
    Note, whichever is longer.

11  Transfer of Stock. The shareholders of LDN shall provide their consent to:

    (a) The release of the pledged shares of common stock of LDN (the "Shares")
       to MAI pursuant to the Pledge Agreement between the parties executed as
       of even date with the Contract of Sale; and

    (b) The completion of the related Stock Powers conveying said Shares to MAI,
       GSI or an affiliate of these entities.


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12  Transition Cooperation. It is agreed by the parties hereto that there shall
    be full cooperation in the transition involving the reconveyance of the
    assets and ownership of LDN as provided herein. It is specifically agreed as
    follows:

    (a) LDC shall identify those employees involved with the development and
        continuing design of the Gambit software and make them available for
        hiring by MAI or the GSI management, in most cases full-time;

    (b) LDC shall provide, at no cost to MAI, a two-day overview of the Gambit
        project at LDC's offices;

    (c) Keith Howington will make himself available on an ongoing basis to
        provide consulting services to MAI and/or the management of GSI to
        facilitate the transfer and assist in the smooth transition of the
        design team for the Gambit software at MAI's written request via
        purchase order and based upon a week-to-week term. Mr. Howington will
        make himself available two days a week for a period not to exceed ninety
        (90) days on an "as available and as needed basis" and compensated at
        $200 per hour and approved expenses, except that the first 4 hours of
        telephone consultation per month shall be without charge during this 90
        day period;

    (d) The parties agree to execute those instruments necessary to replace
        themselves with persons appointed by MAI with regard to financial
        documents and other transactions; and

    (e) The current Board of Directors of LDN agree to resign (and the Board of
        Directors nominated by MAI to accept such resignation) as soon as the
        Board of Directors have accepted their positions.

13  Mutual Press Release. No party hereto shall make any public announcement or
    issue any press release pertaining to this Agreement without the prior
    written consent of the other.

14  Attorney's Fees/Venue. Should any litigation be commenced between any of the
    parties hereto concerning this Agreement, the party prevailing in that
    litigation shall be entitled, in addition to any other relief that may be
    granted, to a reasonable sum as and for its attorneys' fees and shall be
    determined by the court in that litigation or in a separate action brought
    for that purpose. The parties agree that the venue for any enforcement
    litigation shall be appropriate in the Superior Court of Orange County,
    California.

15  Governing Law. This Agreement shall be governed and all rights and
    liabilities under it shall be determined in accordance with the laws of the
    State of California in effect on this date.

16  Counterpart and Facsimile. This Agreement may be signed in counterpart with
    all counterpart signature pages being attached to be considered an original,
    whole and enforceable document. Additionally, facsimile signatures shall be
    treated as originals and enforceable for all intents and purposes.


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17  Further Assurances. Each party hereby agrees to take such other and further
    actions and to execute such other documents and instruments as may be
    required to carry out the intent and purposes of this Agreement.

18  Mutual Release. In consideration of the releases and promises contained
    herein, and for other good and valuable consideration, the receipt of which
    is hereby acknowledged by each party hereto, the parties promise, agree and
    generally release as follows:

    (a) Except to such rights or claims as may be created by this Agreement,
        including the Note, which obligations shall survive this Agreement, each
        party and each of their respective parents, subsidiaries, divisions,
        affiliates, related entities, present and former officers, directors,
        shareholders, employees, attorneys, insurers and agents, and each of
        them hereby release remise and forever discharge each of the other
        parties and each of their respective officers, directors, shareholders,
        employees, attorneys, insurers and agents, and each of them, from any
        demands, rights and causes of action arising out of or related to the
        aforementioned Contract for Sale and the Prior Notes.

    (b) The parties acknowledge and agree that the release contained in
        subparagraph (a) above is subject to the full and faithful performance
        of the affirmative covenants contained in this Agreement by LDC, Keith
        Howington, and Anne Howington.

19  Confidentiality. Except by use of the language as indicated in this Section,
    the parties further agree not to disclose the contents of this Agreement or
    the fact of this Settlement, or any matters pertaining to this settlement
    unless such disclosure is (i) lawfully required by any governmental agency;
    (ii) otherwise required to be disclosed by law; (iii) necessary in any legal
    proceeding in order to enforce any provisions of this Agreement. The parties
    agree that they will notify each other in writing within five calendar days
    of the receipt of any subpoena, court order, or administrative order
    requiring disclosure of information subject to this non-disclosure
    provision. The only allowable statement of the relationship between the
    Parties is "MAI, Logix and GSI have reached an agreement that each believes
    is very beneficial to GSI, and all parties are acting to carry out the terms
    of this agreement. Please contact MAI for further details at..."


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IN WITNESS WHEREOF, all the parties have executed this Agreement as of the date
first above noted.

DATED: April __, 2001.                         LOGIX DEVELOPMENT CORPORATION,
                                               a California corporation


                                               By:
                                                   -----------------------------


DATED: April __, 2001.                         LOGIX DEVELOPMENT CORPORATION,
                                               a Nevada corporation


                                               By:
                                                   -----------------------------


DATED: April __, 2001.                         GAMING SYSTEMS INTERNATIONAL,
                                               a Nevada corporation


                                               By:
                                                   -----------------------------


DATED: April __, 2001.                         MAI SYSTEMS CORPORATION,
                                               a Delaware corporation


                                               By:
                                                   -----------------------------

DATED: April __, 2001

                                               By:
                                                   -----------------------------
                                                   D. KEITH HOWINGTON

DATED: April __, 2001

                                               By:
                                                   -----------------------------
                                                   ANNE HOWINGTON

DATED: April __, 2001

                                               By:
                                                   -----------------------------
                                                   DR. JUDITH SWERLING


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