PURCHASE AND SALE AGREEMENT



            Purchase and Sale Agreement, dated April 15, 1996 ("Agreement"),  by
and between Atlantic  International  Capital, Ltd.  ("Purchaser"),  and James A.
Dougherty d.b.a. Ram Associates and James A. Dougherty ("Seller").

            The parties agree as follows:

            Seller hereby sells,  transfers,  assigns,  conveys, and delivers to
Purchaser,  and  Purchaser  purchases  and  accepts  from  Seller,  all  assets,
including, without limitation,  licenses, computer equipment,  software, a fully
operational and commercially functioning Internet virtual casino and sports book
and various other Internet products.  Inventory list is attached as Exhibit "A".
Seller  represents that it is conveying an operating  business to the Purchaser.
Seller  represents that it is conveying his interest to Purchaser free and clear
of any and all liens, pledges, encumbrances,  claims and rights of others of any
kind of nature.

            Purchaser  will pay the Seller one  million  two  hundred and thirty
thousand dollars  ($1,230,000.00)  payable as $30,000.00 in cash and 2.38 shares
of common stock  valued at  $504,201.68  per share.  The closing date will be no
later  than  June 15,  1996 or within  ten days of the  initial  funding  of the
Purchaser.  At closing $30,000.00 will be paid to the Seller. Within ten days of
acceptance of the Internet casino and sports book product,  25% of the shares of
stock will be  distributed  to the  Seller.  The  balance of the shares  will be
distributed to the Seller by December 31, 1996. James A. Dougherty will continue
to operate the business as well as perform other management functions.

            Purchaser may assign this  Agreement,  or any party thereof,  to any
person or entity.

            This Agreement  contains the entire  agreement  among the parties to
this agreement.

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

Atlantic International Entertainment, Ltd.        James A. Dougherty


By: /s/ Norman Hoskin                             /s/ James A. Dougherty
    --------------------------                    -------------------------
    Title: Chairman and
           Secretary

<PAGE>
                           PURCHASE AND SALE AGREEMENT
                                     BETWEEN
                      ATLANTIC INTERNATIONAL CAPITAL, LTD.
                                       AND
                                 RAM ASSOCIATES



                                   ASSET LIST


Internet Sites/Products:

            Community Casino
            Hotel HotLinks
            Club Interactive
            WorldWide Medical
            As Seen On TV
            realSports


Software:

            Windows 95
            Windows NT Server (10 user)
            ACT (14 user)
            CorelDraw (10 user)
            Corel Ventura (10 user)
            MicroGraphix Designer
            MicroGraphix Picture Publisher
            BSDI Unix (Unlimited user)
            Various other commercial software
            Custom CGI/Perl Scripts


Hardware:

            Six Gateway 2000 486sx workstations
            One Gateway 2000 486dx servers
            One Epson high resolution flat bed scanner
            Seven Intel network cards and cables
            Ten Zoom modems
            One Ascend Pipeline 50 Router