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                                                                  Exhibit 10.5.2

                 AGREEMENT TO LEASE MACHINES AND PURCHASE PARTS

      THIS AGREEMENT is made and entered into on the dates indicated below by
and between ON-POINT TECHNOLOGY SYSTEMS, INC., Nevada corporation with its
principal office at 8444 Miralani Drive, San Diego, California 92126
("On-Point"), and GTECH CORPORATION, a Delaware corporation with its principal
office at 55 Technology Way, West Greenwich, Rhode Island 02817 ("GTECH") in
accordance with the following facts and objectives:

      A.    On-Point manufactures and sells and/or leases vending machines for
            dispensing instant lottery tickets, commonly known as "ITVMs."

      B.    On-Point previously sold over 3,800 of its ITR(TM)-7500 ITVMs to the
            California State Lottery ("CSL") and GTECH currently provides
            preventive and remedial maintenance service to the CSL for such
            ITVMs.

      C.    The CSL has issued an Invitation For Bid, IFB #7-001-B ("IFB")
            requesting bids to provide future preventive and remedial
            maintenance for the CSL-owned ITR(TM)-7500 ITVMs, to install and
            relocate ITVMs, and to lease to the CSL and service a minimum of
            five hundred (500) new 12-bin ITVMs, with an option to lease up to
            an additional one thousand (1,000) 12-bin ITVMs during the term of
            the Contract.

      D.    On-Point and GTECH desire to enter into this Agreement pursuant to
            which On-Point agrees to manufacture its ITR(TM) ITVMs for use by
            the CSL ("Machines") and GTECH agrees to lease such Machines and
            purchase any proprietary spare parts for the CSL-owned ITVMs in
            accordance with the terms and provisions of this Agreement.

IT IS AGREED, THEREFORE, as follows:

1.    Manufacture and Lease of Machines.

      (a)   GTECH hereby agrees to lease from On-Point and On-Point agrees to
            lease to GTECH the Machines ordered by the CSL pursuant to the
            contract resulting from the IFB ("CSL Contract") in the event GTECH
            is awarded the CSL Contract, for the monthly Lease Payment per
            Machine as shown on Exhibit A, which is attached hereto and
            incorporated herein by this reference, or pro rata portion thereof
            for part of a month (determined on the basis of a thirty (30) day
            month), plus shipping costs and applicable local and state taxes. It
            is agreed and acknowledged by the parties that GTECH will sublease
            the Machines to the CSL in accordance with the CSL Contract.

      (b)   The Lease Term for each Machine shall commence on the earlier of the
            date of installation or fifteen (15) days after delivery of the
            Machine to GTECH and shall end on the third anniversary of the date
            of the CSL Contract, unless sooner terminated or extended. The Lease
            Term shall be extended for an additional period up to two (2) years
            in the event and to the extent the CSL exercises its right to extend
            the lease term with GTECH in accordance with the CSL Contract. GTECH
            shall provide On-Point with written notice of any such extension.
            GTECH, by providing written notice to On-Point, shall have the right
            to terminate the lease of any Machine in the event the CSL
            terminates its lease of such Machine from GTECH in accordance with
            the CSL Contract. In the event GTECH terminates its lease of any
            Machine before the end of the initial Lease Term, GTECH shall
            thereafter for the balance of the initial Lease Term and any
            extension use its reasonable efforts, in coordination with On-Point
            and the CSL, to locate a replacement site for installation of such
            Machine.

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            The re-leasing of any Machine shall be on the same terms as agreed
            in this Agreement for originally leased Machines.

      (c)   GTECH shall submit written orders for Machines to On-Point. On-Point
            will fill all orders in compliance with the IFB, the CSL Contract
            and the requests of the CSL. On-Point agrees that for purposes of
            this Agreement, it is not commercially unreasonable to expect
            delivery of the first five hundred (500) Machines within six (6)
            weeks of receipt of the written order and it is not commercially
            unreasonable to expect delivery of the next one thousand (1000)
            Machines within eight weeks receipt of the written order. On-Point
            shall pay GTECH liquidated damages of $255, as increased
            corresponding to any increase by the CSL in the CSL Contract in the
            daily rate of liquidated damages, for each day On-Point's delivery
            is delayed beyond the requirements of the CSL Contract, subject,
            however, to the CSL assessing GTECH liquidated damages for failure
            to install such Machine on a timely basis in accordance with the CSL
            Contract. On-Point shall not be liable for any delay in or failure
            of performance under this Agreement due to a "Force Majeure"
            occurrence provided that On-Point shall use reasonably diligent
            efforts to avoid or otherwise minimize the impact of an event of
            Force Majeure on On-Point's performance. Any such delay in or
            failure of performance shall not constitute a default or give rise
            to any liability for damages. A Force Majeure occurrence shall be as
            defined in Article III, Section A, 7 of the IFB. On-Point will use
            its best efforts to advice GTECH in advance of any inability to make
            full and timely delivery of any Machines which GTECH has previously
            ordered. Should GTECH order any Machine from On-Point when twelve
            (12) months or less remains on the initial Lease Term, GTECH shall
            thereafter use its reasonable efforts, in coordination with On-Point
            and the CSL, to seek an extension of the Lease Term for such Machine
            for the full twenty-four (24) month extension period.

      (d)   On-Point shall send invoices to GTECH on a monthly basis, dated as
            of the last day of each month during the Lease Term. GTECH agrees to
            send invoices to the CSL on a monthly basis in accordance with the
            CSL Contract. Monthly Lease Payments to On-Point shall be due on the
            earlier of (i) four (4) business days after GTECH's receipt of
            payment from the CSL for such month, or (ii) fifty (50) days after
            the invoice date. On all amounts not properly paid by GTECH when due
            under this Agreement, interest shall accrue at the rate specified in
            Article III, Section D, 2 of the IFB.

      (e)   Within the earlier of three (3) days of installation or thirty (30)
            days of the date of delivery of each Machine, GTECH will provide
            On-Point with a Certificate of Acceptance in the form agreed to by
            the parties. Such Certificate of Acceptance shall confirm the
            delivery and operation of the Machine and shall be sufficient to
            deem the Machine accepted by GTECH. In the event of dispute as to
            the date of delivery, the Bill of Lading shall be deemed controlling
            as to date. Each Machine shall be deemed accepted by GTECH unless
            written notice of rejection of the Machines for nonconformance with
            this Agreement or for being nonoperational is given to On-Point
            prior to the due date of the Certificate of Acceptance. Such notice
            of rejection shall specify the reasons therefor and On-Point shall
            have a reasonable opportunity to cure any defect.

      (f)   GTECH shall install Machines at sites designated by the CSL.
            On-Point shall provide to GTECH and GTECH shall include within the
            response to the IFB parameters and instructions for effective use
            and operation of the Machines, including requirements for the proper
            operating environment. The response to the IFB shall provide that
            any warranty shall not extend to Machines which fail or are damaged
            due to operation or use in a manner


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or environment not conforming to any published instructions or specifications
issued by On-Point.

      (g)   GTECH shall use its reasonable efforts to ensure the CSL will not
            use or permit the use of the Machines for any purpose which,
            according to the specifications of On-Point, the Machines are not
            designed or reasonably suited. GTECH shall use its reasonable
            efforts to ensure the CSL will use the Machines in a careful and
            proper manner and comply with all of On-Point's instructions,
            governmental rules, regulations, requirements and laws, if any, with
            regard to the use, operation or maintenance of the Machines.

      (h)   GTECH, at its expense, shall be solely responsible for the delivery.
            installation, maintenance, repair and relocation of the Machines.
            Except as provided in Paragraph 6, during the Lease Term, GTECH, at
            its expense, shall keep the Machines in good repair, condition and
            working order, and shall furnish any and all parts, mechanisms and
            devices required to keep the Machines in good mechanical and working
            order. Shipping point shall be FOB San Diego County to location(s)
            specified by GTECH within California. All costs of shipping and
            insurance shall be borne by GTECH and paid within thirty (30) days
            of invoice.

      (i)   Whenever On-Point shall deliver or cause to be delivered to a common
            carrier any Machines ordered by GT, whether the particular carrier
            shall have been designated in the shipping or routing instructions
            of GTECH or not, On-Point shall not be responsible for any delays
            or damages in shipment. On-Point shall be responsible for the
            proper packaging for shipment of all Machines delivered under this
            Agreement.

      (j)   GTECH shall perform monthly Preventive Maintenance (PM) on the
            installed Machines in accordance with the IFB.

      (k)   GTECH acknowledges and agrees that its obligation to pay Lease
            Payments and other sums payable under this Agreement, and the rights
            of On-Point, shall be absolute and unconditional in all events, and
            shall not be subject to any abatement, reduction, set-off, defense,
            counterclaim or recoupment due or alleged to be due by reason of any
            past, present at future claims GTECH may have against On-Point.
            Notwithstanding the foregoing, GTECH shall have the right to
            withhold any monthly payment from On-Point in the event and to the
            extent the CSL does not pay GTECH pursuant to its right to off-set
            payments owed to GTECH under the liquidated damages clauses of the
            CSL Contract if such off-set relates to matters within the control
            of On-Point as manufacturer of the Machines and not to matters
            within the control of GTECH as the service provider under the CSL
            Contract.

      (l)   The Machines leased under this Agreement shall at all times be and
            remain the sole and exclusive property of On-Point. GTECH shall have
            no right, title or interest therein or thereto except as expressly
            set forth in this Agreement. GTECH agrees to execute and deliver
            financing statements and any other such instruments as On-Point may
            believe to be reasonably necessary to grant to On-Point or its
            assigns a first priority security interest in, and to perfect such
            security interests in, this Agreement, any amounts due hereunder, or
            the Machines.

      (m)   On-Point and GTECH intend and agree, and GTECH hereby covenants,
            that the Machines shall at all times be and remain personal property
            and shall not be so affixed to realty as to become a fixture or
            otherwise to lose its identity as the separate property of
            On-Point.


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      (n)   GTECH shall, at its expense, keep the Machines free and clear of all
            levies, liens, and encumbrances, except those in favor of On-Point
            or its assigns or which arise as a result of actions by On-Point or
            its assigns.

      (o)   GTECH shall pay any sales tax, property tax, and other applicable
            taxes resulting from leasing of Machines hereunder, other than
            income taxes of On-Point. These taxes shall be shown as separate
            line items on Exhibit A.

      (p)   On-Point shall maintain all insurance required by the IFB and the
            CSL Contract on the Machines throughout the Lease Term. GTECH shall
            maintain the automobile insurance and all bonds required by the IFB
            and the CSL Contract.

      (q)   Within the period described below after the Termination Date, GTECH
            shall return the Machines to On-Point in good repair, condition and
            working order, ordinary wear and tear resulting from the proper use
            thereof alone excepting, by delivering the Machines at GTECH's cost
            and expense to the destination designated by On-Point in San Diego
            County. The Termination Date shall mean the date on which the Lease
            Term ends for the Machines or, where there is an earlier
            termination, the date on which all of GTECH's obligations under this
            Agreement relating to the lease of Machines have been fully
            discharqed. If the lease is terminating for twenty (20) or fewer
            Machines, the Machines shall be returned to On-Point within five (5)
            days of the Termination Date. If the lease is terminating for all
            Machines, the Machines shall be returned to On-Point within
            forty-five (45) days of the Termination Date. If the lease is
            terminating for more than twenty (20) Machines and less than all
            Machines, the parties will agree, in good faith, on a reasonable
            time period for return of the Machines, using the foregoing time
            periods as guidelines. If GTECH shall without cause fail to deliver
            the Machines to On-Point in accordance with this paragraph, GTECH
            shall be treated as a holdover tenant for the Machines for a month
            to month renewal Lease Term and shall continue to pay Lease Payments
            for the Machines as required by this Agreement. This paragraph shall
            not derogate from On-Point's right, to be exercised in its sole
            discretion, to obtain return of any Machine within the applicable
            periods described above, or to declare a default for any failure of
            GTECH to so return the Machine.

2.    Purchase of Spare Parts.

      (a)   GTECH hereby agrees to purchase from On-Point and On-Point agrees
            to sell to GTECH proprietary spare parts necessary to maintain the
            CSL-owned ITVMs in good working order and repair, for the purchase
            prices indicated on Exhibit A (plus shipping costs and applicable
            local and state taxes), which prices are a discount from On-Point's
            most favored pricing for such spare parts. The prices on Exhibit A
            shall only apply in the event GTECH is awarded and executes the CSL
            Contract. On-Point may increase the prices for spare parts on or
            after the third anniversary of the CSL contract on an annual basis
            consistent with an increase in the cost of living. In addition,
            On-Point may increase the prices for spare parts upon thirty (30)
            days written notice to GTECH and upon a showing that any such
            increase is required by and consistent with increases in the cost of
            manufacturing the spare parts. As an alternative to GTECH purchasing
            proprietary spare parts on an as needed basis, GTECH shall have the
            option to elect an extended warranty from On-Point on proprietary
            spare parts used on the CSL-owned ITVMs during the term of this
            Agreement for the monthly extended warranty fee as provided in
            Exhibit A. Such election must be made by GTECH prior to the
            execution of the CSL Contract.


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      (b)   GTECH shall submit written purchase orders for spare parts to
            On-Point. On-Point will fill all orders within fourteen (14) days.
            On-Point shall not be liable for any delay in or failure of
            performance under this Agreement due to a "Force Majeure" occurrence
            provided that On-Point shall use reasonably diligent efforts to
            avoid or otherwise minimize the effect of an event of Force Majeure
            on On-Point's performance. Any such delay in or failure of
            performance shall not constitute a default or give rise to any
            liability for damages. A Force Majeure occurrence shall be as
            defined in Article III, Section A, 7 of the IFB. On-Point will use
            its best efforts to advise GTECH in advance of any inability to make
            full and timely delivery of any spare parts which GTECH has
            previously ordered.

      (c)   GTECH shall pay On-Point the purchase price for the spare parts,
            F.O.B. the place of shipment. The place of shipment shall be
            On-Point's facility in San Diego County, California. GTECH shall pay
            to On-Point the full purchase price for the spare parts, plus
            shipping costs and applicable local and state taxes, within thirty
            (30) days of invoice.

      (d)   Whenever On-Point shall deliver or cause to be delivered to a
            common carrier any spare parts ordered by GTECH, whether the
            particular carrier shall have been designated in the shipping or
            routing instructions or GTECH or not, On-Point shall not be
            responsible for any delays or damages in shipment. On-Point shall be
            responsible for the proper packaging for shipment of all spare parts
            sold and delivered under this Agreement.

3.    Bid to CSL.

      (a)   GTECH shall submit to the CSL, on a timely basis, a complete and
            competitive response to the IFB in conformance with the requirements
            of the IFB. Such IFB response shall list On-Point as a
            subcontractor/supplier for the Machines and proprietary spare parts
            and On-Point shall cooperate fully with GTECH in responding to the
            IFB.

      (b)   As long as GTECH does not have the right to terminate this Agreement
            pursuant to Paragraphs 12 or 13, GTECH agrees that On-Point shall be
            the exclusive manufacturer for supplying GTECH and any subsidiary
            with ITVMs for use by the CSL (and proprietary spare parts for such
            ITVMs) pursuant to the IFB and GTECH or any subsidiary will not
            manufacture ITVM or purchase and/or lease any ITVMs from any person
            or entity other than On-Point for use by the CSL in accordance with
            the IFB, without the express written consent of On-Point, which
            consent may be withheld in its sole discretion.

      (c)   GTECH agrees that in the event GTECH is not awarded the CSL
            Contract, GTECH or any subsidiary shall not provide any preventive
            or remedial maintenance services to the CSL for ITVMs at a price
            less than the price bid in response to the IFB, either under a
            contract directly with the CSL or under subcontract to the person or
            entity awarded the CSL Contract, unless GTECH is awarded a contract
            under a separate Invitation for Bid issued by the CSL or GTECH's
            current contract with the CSL is extended.

4.    Representations and Warranties of On-Point. On-Point represents and
      Warrants that:

      (a)   It is a corporation duly organized, validly existing, and in good
            standing under the laws of Nevada, is qualified to transact business
            and is in good standing in California, and has all necessary
            corporate powers to own its properties and to operate its business
            as now owned and operated by it.


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      (b)   It has the right, power. legal capacity, and authority to enter
            into, and perform its obligations under this Agreement, and no
            approvals or consents of any persons are necessary in connection
            with it.

      (c)   The Machines will meet the specifications of the IFB and will be
            year 2000 compliant. To the best of its knowledge, based on the
            written opinion of an independent expert engaged by On-Point, the
            Machines comply with the Americans with Disabilities Act of 1990
            ("ADA").

      (d)   The Machines do not infringe on the intellectual property rights of
            any third party.

5.    Representations and Warranties of GTECH. GTECH represents and warrants
      that:

      (a)   It is a corporation duly organized, validly existing, and in good
            standing under the laws of Delaware, is qualified to transact
            business and is in good standing in California, and has all
            necessary corporate powers to own its properties and to operate its
            business as now owned and operated by it.

      (b)   It has the right, power, legal capacity, and authority to enter
            into, and perform its obligation, under this Agreement, and no
            approvals or consents of any persons are necessary in connection
            with it.

6.    Warranty on Machines. The Machines will be fully guaranteed against
      defects in material and workmanship for the Lease Term. Warranty will
      include, but not be limited to, all hardware, components, chassis,
      electrical and software. Should any defect he noted during the Lease Term,
      On-Point must promptly be notified by GTECH or its representative and will
      repair or replace the defective component or Machine at no cost to GTECH.
      All shipping coats associated with repair and replacement of Machines
      under warranty will be the responsibility of On-Point.

      The warranty set forth above does not extend to: (a) products not
      purchased or leased from On-Point; (b) any Machines which have been
      damaged or rendered defective as a result of accident, misuse, or abuse;
      (c) by the use of parts not manufactured, authorized or sold by On-Point;
      (d) by modification or as a result of service by anyone other than
      On-Point, GTECH, or an authorized On-Point Warranty service provider; (e)
      Machines not containing original components or original replacement of
      components; (f) damage during shipment, unless due to incorrect packaging
      by On-Point; or (g) Machines which fail or are damaged after delivery
      thereof to GTECH due to shipment, handling, storage. operation, use or
      maintenance in a manner or environment not conforming to any published
      instructions or specifications issued by on-Point.

      With the exception of the warranties set forth above, On-Point MAKES NO
      EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION:
      THOSE OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR USE, OF CONDITION,
      PERFORMANCE, SUITABILITY OR DESIGN, OR CONFORMITY TO ANY LAW, RULE,
      REGULATION, AGREEMENT OR SPECIFICATION.

7.    Other On-Point Products. GTECH agrees to use its reasonable efforts to
      promote the use of On-Paint's other products by the CSL upon such terms
      and at such time as mutually agreed by the parties.

8.    Confidential Information. GTECH and On-Point have entered into a
      Confidentiality Agreement dated August 19, 1998, a copy of which is
      attached hereto as Exhibit B and incorporated herein by this reference.


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9.    GTECH's Indemnity. GTECH shall indemnify, defend, and hold On-Point
      harmless against and in respect of any and all claims, demands, losses,
      costs, expenses, obligations, liabilities, damages, recoveries, and
      deficiencies, including interest, penalties, and reasonable attorneys'
      fees, incurred or suffered by On-Point that arise or result from or relate
      to any breach of, or failure by GTECH to perform, any of its
      representations, warranties, commitments, covenants, or agreements in this
      Agreement ("Indemnity Obligation").

10.   On-Point's Indemnity. On-Point shall indemnify, defend, and hold GTECH
      harmless against and in respect of any and all claims, demands, losses,
      costs, expenses, obligations, liabilities, damages, recoveries, and
      deficiencies, including interest, penalties, and reasonable attorneys'
      fees, incurred or suffered by GTECH that arise or result from or relate to
      any breach of, or failure by On-Point to perform any of its
      representations, warranties, commitments, covenants, or agreements in this
      Agreement ("Indemnity Obligation"). In addition, in the event On-Point
      breaches its representation in Paragraph 4(d) and, as a result, GTECH
      and/or the CSL is enjoined from using the Machines and such injunction is
      not promptly removed by On-Point, On-Point shall either obtain a license
      to allow continued use of the Machines or will modify the Machines, at its
      cost and expense, to eliminate any infringement with similar
      functionality.

11.   Indemnification Procedure.

      (a)   Promptly, upon receipt by the party to be indemnified ("Indemnified
            Party") and held harmless from and against an Indemnity Obligation,
            of a demand, claim, action, assessment or proceeding made or brought
            by a third party, including a governmental agency ("Third Party
            Claim") relating to an Indemnity Obligation, the Indemnified Party
            shall notify the party obligated to indemnify it (the "Indemnitor")
            in writing of its existence, setting forth the relevant facts and
            circumstances, specifying the basis upon which the Indemnified
            Party's claim for indemnification is asserted and tender the defense
            of the Third Party Claim to the Indemnitor.

            If Indemnitor accepts responsibility for the defense of the Third
            Party Claim, then the Indemnitor shall have the right to contest,
            defend and litigate the Third Party claim and shell have the right,
            in its discretion exercised in good faith and upon the advice of
            counsel, to settle any such matter, either before or after the
            initiation of litigation, at such time and upon such terms as it
            deems fair and reasonable, provided that at least ten (10) days
            prior to any such settlement, it shall give written notice of its
            intention to settle to the Indemnified Party and provided further
            that such settlement otherwise complies with the provisions of
            paragraph 11(b). The Indemnified Party shall have the right to be
            represented by counsel at its own expense in any defense conducted
            by Indemnitor.

      (b)   Notwithstanding the foregoing, in connection with any settlement
            negotiated by Indemnitor, no Indemnified Party shall be required to:

            (i)   Enter into any settlement (A) that does not include the
                  delivery by the claimant or plaintiff to the Indemnified Party
                  of a release from all liability in respect of such claim or
                  litigation, (B) if the Indemnified Party shall, in writing to
                  Indemnitor within the ten (10) day period prior to such
                  proposed settlement, disapprove of such settlement proposal
                  and desire to have Indemnitor tender the defense of such
                  matter back to the Indemnified Party, or (C)


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                  that requires an Indemnified Party to take any affirmative
                  actions as a condition of such settlement, or

            (ii)  Consent to the entry of any judgment that doom not include a
                  full dismissal of the litigation or proceeding against the
                  Indemnified Party with prejudice.

            It is expressly provided, however, that should the Indemnified Party
            disapprove of a settlement proposal pursuant to paragraph 11(b)
            (1)(B) above, the Indemnitor's liability to the Indemnified Party
            shall, upon final resolution of such Third Party Claim, be limited
            to the amount at which the Indemnitor proposed to settle such Third
            Party Claim prior to the exercise by the Indemnified Party of its
            right as set forth above.

      (c)   If an Indemnified Party shall be entitled to indemnification against
            a Third Party Claim, and if Indemnitor shall fail to accept the
            defense of a Third Party Claim which has been tendered in accordance
            with this Paragraph, the Indemnified Party shall have the right,
            without prejudice to its right of indemnification hereunder, in its
            discretion exercised in good faith and upon the advice of counsel,
            to contest, defend and litigate such Third Party Claim, and may
            settle such Third Party Claim, either before or after the initiation
            of litigation, at such time and upon such terms as the Indemnified
            Party deems fair and reasonable, provided that at least ten (10)
            days prior to any such settlement, written notice of its intention
            to settle is given to Indemnitor, which notice is for information
            purposes only and is not intended to provide any additional rights
            to the Indemnitor. If, pursuant to this paragraph, the Indemnified
            Party so defends or settles a Third Party Claim for which it is
            entitled to indemnification hereunder, as hereinabove provided, the
            Indemnified Party shall be reimbursed by Indemnitor for the
            reasonable attorneys' fees and other expenses. No failure by
            Indemnitor to acknowledge in writing its indemnification obligations
            under this Agreement shall relieve it of such obligations to the
            extent they exist.

12.   Right of Either Party to Terminate. Either party, at its option, may
      terminate this Agreement immediately upon written notice to the other
      party in the event:

      (a)   A receiver or trustee is appointed of all or a substantial portion
            of the assets of the other party.

      (b)   The other party becomes insolvent or unable to pay debts as they
            mature, makes a general assignment for the benefit of creditors or
            voluntarily files under any bankruptcy or similar act or takes
            advantage of any debtor relief proceedings under any present or
            future federal or state law.

      (c)   Any involuntary petition in bankruptcy is filed against the other
            party and not dismissed within ninety (90) days.

      Termination in this manner does not constitute a waiver of any damages, or
      any other remedies that a party may have in addition to the right to
      terminate.

13.   Termination by Either Party For Cause. If either party defaults in the
      performance of its obligations under this Agreement or breaches any or its
      representations, warranties or covenants hereunder, the non-defaulting
      party may give written notice of default to the defaulting party,
      specifying the nature of the default. If such default is not cured within
      thirty (30) days after the date of such notice, the non-defaulting party
      may terminate this Agreement, effective immediately, by giving written
      notice of termination to


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      the defaulting party. Termination in this manner does not constitute a
      waiver of any damages, or any other remedies the non-defaulting party may
      have in addition to the right to terminate.

14.   License of Technology. Within sixty (60) days of the date of this
      Agreement and in the event GTECH is awarded the CSL Contract, the parties
      shall negotiate in good faith an arrangement (excluding an escrow
      arrangement) pursuant to which GTECH shall become a licenser of On-Point
      proprietary information and technology necessary to fulfill the CSL
      Contract if On-Point is unable to fulfill its obligations under this
      Agreement as a result of the occurrence of one of the events described in
      Paragraph 12.

15.   Notices. All notices and other communications which are required or which
      may be given under the provisions of this Agreement shall be in writing
      and may be delivered to a party by personal service at the indicated
      address, or by facsimile, or may be mailed by registered or certified
      mail, postage prepaid, to the parties as follows;

             In the case of On-Point, to:

                   Frederick Sandvick, Chairman and CEO
                   On-Point Technology Systems, Inc.
                   8444 Miralani Drive
                   San Diego, CA 92126
                   Fax 613-621-5060

             In the case of GTECH, to:

                   Dan McKinzey, Account General Manager
                   GTECH Corporation
                   3810 Rosin Court, Suite 100
                   Sacramento, CA 95834
                   Fax:  916-924-0716

      All notices and communications shall be deemed to have been received by
      the party to whom it was addressed on the date of personal delivery of
      facsimile or on the third business day following the date of mailing.
      Either party may change its address at any time by written notice to the
      other party at the addresses set forth above.

16.   Completeness of Instrument. This Agreement, including all Exhibits,
      contains all of the agreements, understandings, representations,
      conditions, warranties, or covenants made between the parties with respect
      to the subject matter hereof. Unless set forth herein, neither party shall
      be liable for any representations made, and all modifications and
      amendments hereto must be in writing.

17.   Assignment. GTECH shall not transfer or assign this Agreement or any part
      thereof without the written consent of On-Point, which consent shall not
      be unreasonably withheld. On-Point shall not transfer or assign this
      Agreement or any part thereof without the written consent of GTECH, which
      consent shall not be unreasonably withheld.

18.   No Implied Waivers. The failure of either party at any time to require
      performance by the other party of any provision hereof shall not affect in
      any way the full right to require such performance at any time thereafter.
      Nor shall the waiver by either party of a breach of any provision hereof
      be taken or held to be a waiver of the provision itself.


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19.   Controlling Law. The validity, interpretation and performance of this
      Agreement shall be controlled by and construed under the laws of the State
      of California. To the extent legal questions arise concerning the sale or
      lease of goods by On-Point to GTECH, the Uniform Commercial Code, as
      adopted by the State of California, shall be the controlling law.

20.   Legal Fees. In the event of the bringing of any action or suit by any
      party hereto against the other by reason of any breach of any of the
      covenants, conditions, agreements, or provisions on the part of the other
      party arising out of this Agreement, the prevailing party shall be
      entitled to have and recover from the other party all costs and expenses
      of the action or suit, including reasonable attorneys' fees.

21.   Binding on Successors. This Agreement shall bind and benefit the parties
      hereto, their successors, affiliates, agents and assigns.

22.   Severability. If any term, provision, covenant or condition of this
      Agreement is held by a court of competent jurisdiction to be invalid, void
      or unenforceable, the remaining provisions shall remain in full force and
      effect.

23.   Counterparts; Facsimile Signature. This Agreement may be executed in two
      counterparts, each of which shall be deemed an original and together shall
      constitute one and the same Agreement. This Agreement shall become binding
      upon delivery of a facsimile or original signature by both parties.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
dates indicated below.

                                              ON-POINT TECHNOLOGY SYSTEMS, INC.


Date:  Sept. 16, 1998                         By: /s/ Frederick Sandvick
       --------                                   ------------------------------
                                                  Frederick Sandvick,
                                                  Chairman and CEO


                                              GTECH CORPORATION


Date:  Sept. 15, 1998                         By: /s/ Steven P. Nowick
       --------                                   ------------------------------
                                              Print Name:  Steven P. Nowick
                                                         -----------------------
                                              Title:  Sr. VP and COO
                                                    ----------------------------


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