PROPOSED TRANSACTION

                                   BETWEEN


                     DATALOGIC INTERNATIONAL, INC., Buyer

                                     AND

                         KIBOGA SYSTEMS, INC., SELLER



THIS LETTER OF INTENT SHALL EXPIRE AS OF 5:00 PM CDT ON THURSDAY, SEPTEMBER
         11, 2003, UNLESS FULLY EXECUTED BY THE PARTIES PRIOR THERETO
                      (FAXED SIGNATURES ARE ACCEPTABLE)


                                            September 11, 2003


Mr. Keith Nguyen, President
Datalogic International, Inc.
18301 Von Karman Avenue, Suite 250
Irvine, California  92612


Dear Mr. Nguyen:

The purpose of this letter is to set forth the suggested terms of a
proposed transaction between Datalogic International, Inc., a
Delaware corporation, ("Buyer") and Kiboga Systems, Inc., a Texas
corporation, ("Seller") wherein Buyer shall acquire all of the
outstanding shares of stock of Seller in accordance with the terms
below.  It is understood that the surviving company shall be Buyer.

I.    THE PRINCIPAL TERMS OF THE PURCHASE AND SALE WOULD BE AS FOLLOWS:

      A.    Buyer will merge with and/or acquire all of the outstanding
            shares of Seller, free and clear of all liens, encumbrances or
            claims, in a stock for stock exchange.

      B.    The assets held by the Seller and to be acquired
            by this merger are all properties and assets owned by
            Seller, or otherwise employed, used or available for use
            in Seller's Business [the "Business" being defined as
            the developing, manufacturing and distributing software
            packages to law enforcement agencies throughout the
            United States] real or personal, tangible or intangible,
            of every kind and nature, wherever located, as of the
            date of closing, which shall include:

            1.    all those assets as represented on the current financial
                  statements of Seller; and

            2.    no other liabilities in excess of those which are disclosed
                  on the current financial statements of Seller

     C.    The consideration to be paid by Buyer will be as follows:

            1.    On or before the closing of any merger or acquisition
                  transaction between the parties hereto, Buyer shall execute
                  a 4 to 1 reverse stock split applicable to all of its
                  approximately 35,824,996 shares of outstanding common stock
                  and to all common stock underlying any of its warrants,
                  preferred stock and stock options.

            2.    All outstanding options or warrants held by management or
                  affiliates of Buyer will be cancelled and any preferred
                  stock held by management or affiliates of Buyer will be
                  converted prior to the closing of any definitive merger or
                  acquisition between Buyer and Seller.

            3.    Buyer shall then issue the following to the Seller, in
                  exchange for all of the Seller's issued and outstanding
                  stock:

                  a. Five Hundred Thousand (500,000) common
                     shares in aggregate to the shareholders of
                     Kiboga; and.
                  b. Four Million Two Hundred Thousand
                     (4,200,000) preferred shares in aggregate to
                     the shareholders of Kiboga with the preferred
                     shares having an attribute of three (3) votes
                     per share and no other attributes or preferences.

            4.    The assets and liabilities of Buyer are and will be
                  accurately represented on the financial statements of
                  Buyer as of the date of closing of any merger or
                  acquisition of Seller.

      D.    The transaction contemplated herein is subject to the execution
            and delivery by the parties hereto of a mutually satisfactory
            definitive agreement containing representations and warranties
            (which would survive the Closing), covenants and closing
            conditions of a type which are customarily included in such
            agreements, including, but not limited to, mutual indemnification
            provisions.

II.   THE TRANSACTION CONTEMPLATED HEREIN WOULD ALSO BE SUBJECT TO:

      A.    The approval thereof by the stockholders of Buyer and Seller, as
            regarding all actions necessary to effectuate the proposed
            transaction which require said shareholder approval;

      B.    Buyer and Seller being satisfied with the results of their
            respective "due diligence" investigations of the businesses,
            liabilities, properties and assets;

      C.    The Purchase/Merger Agreement will provide, as a condition to
            close, that there be (1) no material adverse change in the
            Business or the financial statements of Buyer and Seller from the
            date of signing to the closing date; or (2) material deviation in
            Seller's or Buyer's representations and warranties prior to the
            Closing Date;

      D.    The receipt of all required third party, governmental and
            administrative consents and approvals; and

      E.    The filing of a proxy statement by Buyer whereby new Directors
            would be provided as nominated by the current Board of Seller, and
            the transaction contemplated by this letter including any reverse
            split would be presented for shareholder approval and approved
            by said shareholders;

III.  DUE DILIGENCE/CONFIDENTIALITY/GOOD FAITH PROVISIONS:

      A.    Buyer and its representatives, and Seller and its
            representatives, shall each be given access, during normal
            business hours and upon prior notification, to the other's
            facilities, employees, books and records for the purpose of
            conducting a "due diligence" investigation.  Both parties agree
            that all confidential information which is obtained by each in
            connection with the foregoing shall be maintained on a
            confidential basis, in accordance with the terms of the previously
            executed non-disclosure agreements. Both parties further agree
            that if the transactions contemplated hereby are not consummated
            for any reason whatsoever, they shall promptly return to the other
            all written manifestations of said confidential information
            (and all copies thereof).  Each party shall cooperate fully
            in connection with any investigation hereunder.

       B.   As long as Buyer is proceeding in good faith with respect to the
            transaction contemplated hereby, the Seller shall not, nor shall
            its officers, directors or shareholders, authorize or permit the
            Seller's officers, directors or employees or any investment
            banker, financial advisor, attorney, accountant or other
            representative of the Seller to sell, agree to sell or enter into
            any arrangements or negotiations or authorize any third party
            to enter into negotiations or solicit offers of any type relating
            to the sale, transfer or other disposition of the Seller's assets
            or capital stock (including any merger or consolidation involving
            the Seller), however, that the foregoing prohibition shall
            terminate if a definitive agreement has not been executed and
            delivered by the parties within seven (7) days from the date of
            execution. The definitive agreement will provide for a closing
            date on or about September 19, 2003 (the "Closing") unless
            otherwise extended by mutual agreement of the parties hereto.

IV.   PUBLIC ANNOUNCEMENTS:

       A.   Prior to the issuance of any press releases or any other public
            statements with respect to the contents of this document or the
            transactions contemplated hereby, each party shall agree in
            writing as to the content, manner and timing of any such release
            or statement, except as  may be required by law or applicable
            stock exchange or SEC.

V.    FINDERS FEE/BROKER FEE/TRANSACTION COSTS:

      A.    The parties state that no individuals and/or entities who are not
            directors, officers, employees or affiliates of Buyer or Seller
            have assisted in this transaction and  no finder's fees,
            commissions, brokerage fees or like payments need or shall be
            paid.

      B.    Simultaneous with the execution of a binding purchase and sale
            agreement related hereto, Buyer and Seller shall jointly execute
            consulting agreements with the current CEO and current President
            of Buyer, as consideration for assistance with the transition
            contemplated herein.

      C.    The exchange is intended to be tax-free stock for stock exchange
            reorganization under the Internal Revenue Code.

      D.    Buyer and Seller shall have received all permits, authorizations,
            regulatory approvals and third party consents necessary for the
            consummation of the change of domicile and/or the Closing of the
            Plan of Reorganization, and all applicable legal requirements
            shall have been satisfied.

Except for the provisions of paragraphs III and IV (which are intended to be
binding), this letter of understanding does not, and is not intended to,
constitute a legally binding obligation on the part of any of the parties
hereto.  It does, however, constitute a statement of the intention of said
parties to promptly proceed in good faith with respect to the transactions
contemplated hereby.  If the foregoing is in accordance with your
understanding, please so acknowledge by signing a copy of this letter and
returning it to the undersigned.

                                  Very truly yours,

                                  Kiboga Systems, Inc.


                                  By:
                                  /s/ Gary R. Morris
                                  ___________________________________
                                  Gary R. Morris, Chairman & CEO


AGREED TO AND ACCEPTED AS OF
THIS 11 DAY OF SEPTEMBER, 2003


Datalogic International, Inc.


By:
/s/ Keith Nguyen
____________________________
Keith Nguyen, President, COO and CFO