<PAGE>





                               STOCK PURCHASE AGREEMENT

                             Dated as of January 1, 1997

                                       Between
                               TRANS WORLD GAMING CORP.


                                         and



                                 the Shareholders of
                                 ART MARKETING, LTD.


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                                LIST OF EXHIBITS


NAME OF EXHIBIT                                       NUMBER OF EXHIBIT

Warrant                                               Exhibit 1.2(a)

Note                                                  Exhibit 1.2(b)

Disclosure Schedule                                   Exhibit 2.1

List of Defined Terms                                 Exhibit 6.13


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                               TABLE OF CONTENTS

                                                                        PAGE NO.



ARTICLE 1. EXCHANGE OF STOCK  ............................................... 1
    1.1. Shares to be Acquired................................................1
    1.2. Acquisition Price....................................................1

ARTICLE 2. REPRESENTATIONS AND WARRANTIES
                OF COMPANY AND SHAREHOLDERS...................................2
    2.1. Disclosure Schedule..................................................2
    2.2. Corporate Organization...............................................2
    2.3. Capitalization.......................................................3
    2.4. Authorization........................................................3
    2.5. Non-Contravention....................................................3
    2.6. Consents and Approvals...............................................4
    2.7. Financial Statements.................................................4
    2.8. Loss Contingencies; Other Non-Accrued Liabilities....................4
    2.9. Absence of Certain Changes...........................................4
    2.10. Real Properties.....................................................5
    2.11. Machinery, Equipment, Vehicles and Personal Property................5
    2.12. Receivables and Payables............................................6
    2.13. Intellectual Property Rights........................................6
    2.14. Litigation..........................................................7
    2.15. Tax Matters.........................................................7
    2.16. Insurance...........................................................8
    2.17. Benefit Plans.......................................................8
    2.18. Bank Accounts; Powers of Attorney...................................9
    2.19. Contracts and Commitments; No Default...............................9
    2.20. Orders, Commitments and Returns....................................10
    2.21. Labor and Employment Matters.......................................10
    2.22. Dealers and Suppliers..............................................10
    2.23. Permits and Other Operating Rights.................................11
    2.24. Compliance with Law................................................11
    2.25. Assets of Business.................................................11
    2.26. Business Generally.................................................11
    2.27. Brokers............................................................11
    2.28. Shareholders Representations.......................................11
    2.29. Accuracy of Information............................................13

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.......................13
    3.1. Corporate Organization..............................................13
    3.2. Authorization.......................................................13
    3.3. Non-Contravention...................................................13
    3.4. Disclosure..........................................................14
    3.5. Consents and Approvals..............................................14
    3.6. Brokers.............................................................14
    3.7. Information Furnished...............................................14



                                          i

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ARTICLE 4. COVENANTS.........................................................15
    4.1. Full Access to Purchaser............................................15
    4.2. Confidentiality.....................................................15
    4.3. Further Assurances; Cooperation; Notification.......................16

ARTICLE 5. SURVIVAL AND INDEMNIFICATION......................................16
    5.1. Survival............................................................16
    5.2. Indemnification by Purchaser........................................16
    5.3. Indemnification by the Shareholders--Untrue Representation or
         Breach of Warranty..................................................16
    5.4. Indemnification by the Shareholders -- Other........................17
    5.5. Basket Amount.......................................................17
    5.6. Claims for Indemnification..........................................17

ARTICLE 6. MISCELLANEOUS PROVISIONS..........................................18
    6.1. Expenses............................................................18
    6.2. Amendment and Modification..........................................18
    6.3. Waiver of Compliance; Consents......................................18
    6.4. No Third Party Beneficiaries........................................18
    6.5. Notices.............................................................18
    6.6. Assignment..........................................................19
    6.7. Governing Law.......................................................19
    6.8. Counterparts........................................................20
    6.9. Headings............................................................20
    6.10. Entire Agreement...................................................20
    6.11. Injunctive Relief..................................................20
    6.12. Arbitration........................................................20
    6.13. List of Defined Terms..............................................21



                                          ii

<PAGE>


                               STOCK PURCHASE AGREEMENT


THIS STOCK PURCHASE AGREEMENT, dated as of January 1, 1997, is by and among
Trans World Gaming Corp., a Nevada corporation ("Purchaser"), and Andrew
Tottenham and Robin Tottenham, the shareholders (collectively, the
"Shareholders") of Art Marketing, Ltd. d/b/a Tottenham & Co., a United Kingdom
corporation ("Company").

A.  The parties hereto wish to provide for the terms and conditions upon which
    Purchaser will acquire all of the issued and outstanding shares of capital
    stock of the Company, which are owned 75% by Andrew Tottenham and 25% by
    Robin Tottenham, each in exchange, in like proportion, for shares of
    Purchaser, certain warrants therefor, and a note.

B.  The parties hereto wish to make certain representations, warranties,
    covenants and agreements in connection with such acquisition of stock and
    also to prescribe various conditions to such transaction.

Accordingly, and in consideration of the representations, warranties, covenants,
agreements and conditions herein contained, the parties hereto agree as follows:

                                       ARTICLE
                                          1.
                                  EXCHANGE OF STOCK

 1.1.    SHARES TO BE ACQUIRED.

         The Shareholders hereby sell, transfer, assign and deliver to
         Purchaser, and Purchaser acquires from Shareholders, all of the 100
         outstanding shares of common stock, par value L1 per share, of
         Company, free and clear of any Encumbrances (as defined herein) (the
         "Shares").

 1.2.    ACQUISITION PRICE.

         In exchange for the Shares to be acquired from the Shareholders
         pursuant to this Agreement, Purchaser will pay consideration
         consisting of (i) an aggregate of 500,000 shares of common stock of
         Purchaser, par value $.001 per share (the "Purchaser Shares"), all of
         which shares will be "restricted" as defined under the rules
         promulgated under the Securities Act of 1933, as amended, (ii)
         warrants to purchase, in the aggregate, 250,000 additional shares of
         Purchaser common stock, which warrants shall be exercisable for a
         period of five (5) years at a price of $.5938 per share, and which
         shall have seven (7)-year piggy back registration rights, as provided
         herein (the "Warrants"), and shall be in the form of Exhibit 1.2(a)
         attached hereto, to be granted to the Shareholders by Purchaser, and
         (iii) two unsecured promissory notes in the aggregate principal amount
         of $200,000 due January 1, 2002, plus interest as provided in each
         case therein, which notes, beginning January 1, 1998, shall be
         convertible into common stock of the Purchaser at a price of $1.00 per
         share (each a Note and collectively, the "Notes") and which shall each
         be in the form of Exhibit 1.2(b) hereto.  The Notes shall be made by
         Purchaser and payable to each of the Shareholders in accordance with
         their respective terms (such consideration collectively, the
         "Acquisition Price").  The total Acquisition Price shall be allocated
         between the Shareholders as follows:

<PAGE>

    (a)  375,000 Purchaser Shares to Andrew Tottenham; 125,000 Purchaser Shares
         to Robin Tottenham;

    (b)  Warrants for an additional 187,500 Purchaser Shares to Andrew
         Tottenham; Warrants for an additional 62,500 Purchaser Shares to Robin
         Tottenham; and

    (c)  A Note in the principal amount of $150,000 to Andrew Tottenham; a Note
         in the principal amount of $50,000 to Robin Tottenham.

    At the Closing, (i) each of the Shareholders will endorse a certificate
    representing his or her Shares to the order of Purchaser, and will deliver
    such certificate to Purchaser, and (ii) Purchaser will deliver the
    certificate evidencing the Purchaser Shares, and will execute and deliver
    the Warrants and the Notes.

                                       ARTICLE
                                          2.
                            REPRESENTATIONS AND WARRANTIES
                                   OF SHAREHOLDERS

    The Shareholders hereby, jointly and severally, represent and warrant to
Purchaser as of the date hereof as follows:

 2.1.    DISCLOSURE SCHEDULE.

         The disclosure schedule marked as Exhibit 2.1 hereto (the "Disclosure
         Schedule") is divided into sections which correspond to the
         subsections of this Section 2.  The Disclosure Schedule is accurate
         and complete and the disclosures in any subsection thereof shall
         constitute disclosure for purposes of any other subsection and any
         other section or subsection of this Agreement or any exhibit to or
         other writing which is designated herein as being part of this
         Agreement.

 2.2.    CORPORATE ORGANIZATION.

         Company is a corporation duly organized, validly existing and in good
         standing under the law of the United Kingdom, has full corporate power
         and authority to carry on its business as it is now being conducted
         and to own, lease and operate its properties and assets, is duly
         qualified or licensed to do business as a foreign corporation in good
         standing in every other jurisdiction in which the character or
         location of the properties and assets owned, leased or operated by it
         or the conduct of its business requires such qualification or
         licensing, except in such jurisdictions in which the failure to be so
         qualified or licensed and in good standing would not, individually or
         in the aggregate, have a material adverse effect on its condition
         (financial or otherwise), working capital, assets, properties,
         liabilities, obligations, reserves, businesses, prospects, goodwill or
         going concern value; and has heretofore delivered to Purchaser
         complete and correct copies of its articles or certificate of
         incorporation and bylaws, or equivalent documents, as presently in
         effect.  The Disclosure Schedule contains a list of all jurisdictions
         in which Company is qualified or licensed to do business.  Company
         does not own (and has not at any time during the preceding five (5)
         years owned) of record or beneficially more than five percent (5%) of
         the outstanding equity securities having ordinary voting rights or
         power of any corporation or partnership or other legal entity.

                                          2


<PAGE>

 2.3.    CAPITALIZATION.

         The authorized capital stock of Company is set forth on the Disclosure
         Schedule.  The number of shares of capital stock of Company
         outstanding and the number of shares of capital stock of Company held
         in treasury as of the date of this Agreement are set forth on the
         Disclosure Schedule.  All issued and outstanding shares of capital
         stock of Company are duly authorized, validly issued, fully paid,
         nonassessable and are without, and were not issued in violation of,
         preemptive rights.  Except as set forth on the Disclosure Schedule:
         (i) there are no shares of capital stock or other equity securities of
         Company outstanding or any securities convertible into or exchangeable
         for such shares, securities or rights; (ii) there are no outstanding
         options, warrants, conversion privileges or other rights to purchase
         or acquire any capital stock or other equity securities of Company or
         any securities convertible into or exchangeable for such shares,
         securities or rights; and (iii) there are no contracts, commitments,
         understandings, arrangements or restrictions by which Company is bound
         to issue or acquire any additional shares of its capital stock or
         other equity securities or any options, warrants, conversion
         privileges or other rights to purchase or acquire any capital stock or
         other equity securities of Company or any securities convertible into
         or exchangeable for such shares, securities or rights.

 2.4.    AUTHORIZATION.

         Each of the Shareholders has the legal capacity to execute, deliver
         and perform this Agreement and to carry out the transactions
         contemplated herein.  This Agreement has been duly and validly
         executed by each of the Shareholders and is the valid and binding
         legal obligation of the Shareholders, enforceable against each of the
         Shareholders in accordance with its terms.

 2.5.    NON-CONTRAVENTION.

         Except as set forth in the Disclosure Schedule, neither the execution,
         delivery and performance of this Agreement nor the consummation of the
         transactions contemplated herein will:  (i) violate or be in conflict
         with any provision of the articles or certificate of incorporation or
         bylaws of Company; or (ii) be in conflict with, or constitute a
         default, however defined (or an event which, with the giving of due
         notice or lapse of time, or both, would constitute such a default),
         under, or cause or permit the acceleration of the maturity of, or give
         rise to any right of termination, cancellation, imposition of fees or
         penalties under, any debt, note, bond, lease, mortgage, indenture,
         license, obligation, contract, commitment, franchise, permit,
         instrument or other agreement or obligation to which Company or either
         of the Shareholders is a party or by which Company or the Shareholders
         or any of its or Shareholders' properties or assets are or may be
         bound (unless with respect to which defaults or other rights,
         requisite waivers or consents shall have been obtained at or prior to
         the Closing) or result in the creation or imposition of any mortgage,
         pledge, lien, security interest, encumbrance, restriction, adverse
         claim or charge of any kind, upon any property or assets of Company or
         the Shareholders under any debt, obligation, contract, agreement or
         commitment to which Company or either of the Shareholders is a party
         or by which Company or the Shareholders or any of its or Shareholders'
         assets or properties are or may be bound; or (iii) violate any
         statute, treaty, law, judgment, writ, injunction, decision, decree,
         order, regulation, ordinance or other similar authoritative matters of
         any foreign, federal, state or local governmental or quasi-
         governmental, administrative, regulatory or judicial court,
         department, commission, agency, board, bureau, instrumentality or
         other authority (hereinafter sometimes separately referred to as an
         "Authority" and sometimes

                                          3


<PAGE>

         collectively as "Authorities") (sometimes hereinafter separately
         referred to as a "Law" and sometimes collectively as "Laws").

 2.6.    CONSENTS AND APPROVALS.

         Except as set forth in the Disclosure Schedule, with respect to
         Company and the Shareholders, no consent, approval, order or
         authorization of or from, or registration, notification, declaration
         or filing with (hereinafter sometimes separately referred to as a
         "Consent" and sometimes collectively as "Consents") any individual or
         entity, including without limitation any Authority, is required in
         connection with the execution, delivery or performance of this
         Agreement by the Shareholders or the consummation by the Shareholders
         of the transactions contemplated herein.

 2.7.    FINANCIAL STATEMENTS.

         The Shareholders have furnished to Purchaser the balance sheets and
         statements of operations (or income or loss), changes in shareholders'
         equity and changes in cash flow (or financial position) and the
         reports of independent public accountants described on the Disclosure
         Schedule (the "Interim Financial Statements").  The Shareholders have
         also undertaken to furnish to Purchaser an audited balance sheet to be
         dated as of April 30, 1997 which will be referred to herein as the
         "Final Balance Sheet."  Except as disclosed therein, the aforesaid
         Interim Financial Statements and the Final Balance Sheet (i) are or
         will be, as the case may be, in accordance with the books and records
         of Company and have been, or will be, as the case may be, prepared in
         conformity with generally accepted accounting principles consistently
         applied for all periods, and (ii) fairly present and will fairly
         present, as the case may be, the financial position of Company as of
         the respective dates thereof, and the results of operations (or income
         or loss), changes in shareholders' equity and changes in cash flow (or
         financial position) for the periods then ended, all in accordance with
         generally accepted accounting principles consistently applied for all
         periods.

 2.8.    LOSS CONTINGENCIES; OTHER NON-ACCRUED LIABILITIES.

         Except as described in the Disclosure Schedule or as will be disclosed
         in the footnotes to the Final Balance Sheet, Company does not have
         (i) any loss contingencies which are not required by generally
         accepted accounting principles to be accrued; (ii) any loss
         contingencies involving an unasserted claim or assessment which are
         not required by generally accepted accounting principles to be
         disclosed because the potential claimants have not manifested to
         Company an awareness of a possible claim or assessment; or (iii) any
         categories of known liabilities or obligations (other than non-pension
         post-retirement medical care, dental care, life insurance or other
         benefits) which are not required by generally accepted accounting
         principles to be accrued.  For purposes of this Agreement, "Loss
         Contingency" shall have the meaning accorded to it by generally
         accepted accounting principles.

 2.9.    ABSENCE OF CERTAIN CHANGES.

         Except as set forth in the Disclosure Schedule, since the date of the
         latest of the Interim Financial Statements, Company has owned and
         operated its assets, properties and businesses in the ordinary course
         of business and consistent with past practice; without limiting the
         generality of the foregoing, Company has not, subject to the aforesaid
         exceptions:
                                          4


<PAGE>

         (a)  suffered any adverse change in its condition (financial or
              otherwise), working capital, assets, properties, liabilities,
              obligations, reserves, businesses, prospects, goodwill or going
              concern value or experienced any event or failed to take any
              action which event or failure reasonably could be expected to
              result in such an adverse change;

         (b)  suffered any loss, damage, destruction or other casualty (whether
              or not covered by insurance) or suffered any  loss of officers,
              employees, dealers, distributors, independent contractors,
              customers, or suppliers or other favorable business
              relationships;

         (c)  declared, set aside, made or paid any dividend or other
              distribution in respect of its capital stock; or purchased or
              redeemed any shares of its capital stock;

         (d)  issued or sold any shares of its capital stock, or any options,
              warrants, conversion, exchange or other rights to purchase or
              acquire any such shares or any securities convertible into or
              exchangeable for such shares;

         (e)  incurred any indebtedness for borrowed money;

         (f)  mortgaged, pledged, or subjected to any lien, lease, security
              interest or other charge or encumbrance any of its properties or
              assets, tangible or intangible;

         (g)  acquired or disposed of any assets or properties;

         (h)  forgiven or canceled any debts or claims, or waived any rights;

         (i)  entered into any material transaction;

         (j)  granted to any officer or salaried employee or any other employee
              any increase in compensation in any form or paid any severance or
              termination pay;

         (k)  entered into any commitment for capital expenditures for
              additions to plant, property or equipment; or

         (l)  agreed, whether in writing or otherwise, to take any action
              described in this subsection.

 2.10.   REAL PROPERTIES.

         The Company does not own any real property.  The Company leases
         certain real property, as described in the Disclosure Schedule, but,
         except as set forth in the Disclosure Schedule, there are no facts
         known to the Shareholders that could impose liability on the Purchaser
         in connection with the leasing of such real estate (other than the
         payment of rent in connection with such lease).

 2.11.   MACHINERY, EQUIPMENT, VEHICLES AND PERSONAL PROPERTY.

         Except as set forth in the Disclosure Schedule, Company has good and
         merchantable right, title and interest in and to, or a leasehold
         interest in and to, all its equipment, vehicles and other personal
         property which was purchased or otherwise acquired since the date of
         the latest of the Interim Financial Statements (except for such items
         sold or leased in the ordinary course of business since such date).
         Except as set forth in the Disclosure Schedule, all of such leasehold


                                          5


<PAGE>

         interests relating to equipment, vehicles and other personal property
         are valid and in full force and effect and enforceable in accordance
         with their terms and there does not exist any violation, breach or
         default thereof or thereunder.  Except as set forth in the Disclosure
         Schedule, none of such equipment, vehicles or other personal property
         owned by Company is subject to any mortgage, pledge, lien or security
         interest of any kind or nature (whether or not of record) except (i)
         liens securing specified liabilities or obligations shown on the
         Interim Financial Statements and which will be shown on the Final
         Balance Sheet with respect to which no breach, violation or default
         exists or shall exist; (ii) mechanics', carriers', workers' and other
         similar liens arising in the ordinary course of business; (iii) minor
         imperfections of title which do not impair the existing use of such
         real property assets or fixtures; and (iv) liens for current taxes not
         yet due and payable or being contested in good faith by appropriate
         proceedings (herein called "Permitted Liens").  Except as set forth in
         the Disclosure Schedule, the equipment, vehicles and other personal
         property of Company which are necessary to the conduct of its business
         are in good operating condition and repair and fit for the intended
         purposes thereof and no material maintenance, replacement or repair
         has been deferred or neglected.

 2.12.   RECEIVABLES AND PAYABLES.

         (a)  Except as set forth on the Disclosure Schedule, (i) Company has
              good right, title and interest in and to all its accounts and
              notes receivable and trade notes and trade accounts as reflected
              on the Interim Financial Statements and as will be reflected in
              the Final Balance Sheet; (ii) none of such accounts and notes
              receivable and trade notes and trade accounts is or will be
              subject to any mortgage, pledge, lien or security interest of any
              kind or nature (whether or not of record); (iii) except to the
              extent of applicable reserves shown on the Interim Financial
              Statements and which will be shown in the Final Balance Sheet,
              all of the accounts and notes receivable, trade notes and trade
              accounts owing to Company constitute valid and enforceable claims
              arising from bona fide transactions in the ordinary course of
              business, and there are no claims, refusals to pay or other
              rights of set-off against any thereof; (iv) no account or note
              debtor whose account or note balance exceeds the amount set forth
              in the Disclosure Schedule at the date set forth therein was
              delinquent in payment by more than ninety days; and (v) there is
              no reason why any account or note receivable or trade note or
              trade account will not be collected in accordance with its terms,
              other than for such accounts and notes which are not in excess of
              the reserves established therefor and reflected on the Disclosure
              Schedule.

         (b)  All accounts payable and notes payable by Company arose in bona
              fide transactions in the ordinary course of business and no such
              account payable or note payable is delinquent by more than ninety
              days in its payment.

 2.13.   INTELLECTUAL PROPERTY RIGHTS.

         Company owns the industrial and intellectual property rights,
         including without limitation the patents, patent applications, patent
         rights, trademarks, trademark applications, trade names, service
         marks, service mark applications, copyrights, computer programs and
         other computer software, inventions, know-how, trade secrets,
         technology, proprietary processes and formulae (collectively,
         "Intellectual Property Rights") described on the Disclosure Schedule.
         Except as set forth on the Disclosure Schedule, the use of all
         Intellectual Property Rights necessary or required for the conduct of
         the businesses of Company as presently conducted and as proposed to be
         conducted does not and will not infringe or violate or allegedly
         infringe or violate the

                                          6


<PAGE>

         intellectual property rights of any person or entity.  Except as
         described on the Disclosure Schedule, Company does not own or use any
         Intellectual Property Rights pursuant to any written license agreement
         and has not granted any person or entity any rights, pursuant to
         written license agreement or otherwise, to use the Intellectual
         Property Rights.

 2.14.   LITIGATION.

         Except as set forth in the Disclosure Schedule, there is no legal,
         administrative, arbitration, or other proceeding, suit, claim or
         action of any nature or investigation, review or audit of any kind
         (including without limitation a proceeding, suit, claim or action, or
         an investigation, review or audit, involving any environmental Law or
         matter), judgment, decree, decision, injunction, writ or order
         pending, noticed, scheduled or, to the knowledge of Company,
         threatened or contemplated by or against or involving Company, its
         assets, properties or businesses or its directors, officers, agents or
         employees (but only in their capacity as such), whether at law or in
         equity, before or by any person or entity or Authority, or which
         questions or challenges the validity of this Agreement or any action
         taken or to be taken by the parties hereto pursuant to this Agreement
         or in connection with the transactions contemplated herein.

 2.15.   TAX MATTERS.

         For purposes of this Agreement, the term "Taxes" means all federal,
         state, local, foreign and other net income, gross income, gross
         receipts, sales, use, ad valorem, transfer, franchise, profits,
         license, lease, service, service use, withholding, payroll,
         employment, excise, severance, stamp, occupation, premium, real or
         personal property, windfall profits, customs, duties or other taxes,
         fees, assessments, charges or levies of any kind whatever, together
         with any interest and any penalties, additions to tax or additional
         amounts with respect thereto, and the term "Tax" means any one of the
         foregoing Taxes.  In addition, the term "Tax Returns" means all
         returns, declarations, reports, statements and other documents
         required to be filed with any Authority in respect of Taxes, and the
         term "Tax Return" means any one of the foregoing Tax Returns.  Except
         as set forth in the Disclosure Schedule, the Shareholders, jointly and
         severally, hereby represent and warrant the following with respect to
         the Company:

         (a)  FILING OF TAX RETURNS.  There have been properly completed and
              duly filed on a timely basis and in correct form all Tax Returns
              required to be filed on or prior to the date hereof by the
              Company.  As of the time of filing, the foregoing Tax Returns
              correctly reflected the facts regarding the income, business,
              assets, operations, activities, status or other matters of the
              Company or any other information required to be shown thereon.
              There is no material omission, deficiency, error, misstatement or
              misrepresentation, whether innocent, intentional or fraudulent,
              in any Tax Return filed by the Company for any period.  Any Tax
              Returns filed after the date hereof, but on or before the Closing
              Date, will conform with the provisions of this subsection 2.15.

         (b)  PAYMENT OF TAXES.  With respect to all amounts in respect of
              Taxes imposed upon the Company, or for which the Company is or
              could be liable, whether to taxing Authorities (as, for example,
              under Law) or to other persons or entities (as, for example,
              under tax allocation agreements), with respect to all taxable
              periods or portions of periods ending on or before the Closing
              Date, all applicable Tax Laws and agreements have been or will be
              fully complied with, and all such amounts of Taxes required to be
              paid by the Company to taxing Authorities or others on or before
              the date hereof have been duly

                                          7

<PAGE>

              paid or will be paid on or before the Closing Date or adequate
              provision has been made or will have been made therefor in the
              Final Balance Sheet; the reserves for all such Taxes reflected in
              the Final Balance Sheet are, or will be, adequate and there are
              no liens for such Taxes upon any property or assets of the
              Company.  The Company has withheld and remitted all amounts
              required to be withheld and remitted by it in respect of Taxes.

         (c)  AUDITS AND EXTENSIONS.  Except as set forth in the Disclosure
              Schedule, none of the Tax Returns of the Company has been
              examined by the Internal Revenue Service or any similar
              Authority, and, except to the extent shown in such Disclosure
              Schedule, all deficiencies asserted as a result of such
              examinations have been paid or finally settled and no issue has
              been raised by the Internal Revenue Service or any similar
              Authority in any such examination which, by application of
              similar principles, reasonably could be expected to result in a
              proposed deficiency for any other period not so examined.  Except
              as set forth in the Disclosure Schedule, all deficiencies and
              assessments of Taxes of the Company resulting from an examination
              of any Tax Returns by any Authority have been paid and there are
              no pending examinations currently being made by any Authority nor
              has there been any written or oral notification to the Company or
              either of the Shareholders of any intention to make an
              examination of any Taxes by any Authority.  Except as set forth
              in the Disclosure Schedule, there are no outstanding agreements
              or waivers extending the statutory period of limitations
              applicable to any Tax Return for any period.

         (d)  INDEPENDENT CONTRACTORS AND EMPLOYEES.  For purposes of computing
              Taxes and the filing of Tax Returns, to the best of the
              Shareholders' knowledge, the Company has not failed to treat as
              "employees" any individual providing services to the Company who
              would be classified as an "employee" under the applicable rules
              or regulations of any Authority with respect to such
              classification.

 2.16.   INSURANCE.

         The Disclosure Schedule contains an accurate and complete list of all
         policies of fire and other casualty, general liability, theft, life,
         workers' compensation, health, directors and officers, business
         interruption and other forms of insurance owned or held by Company,
         specifying the insurer, the policy number, the term of the coverage
         and, in the case of any "claims made" coverage, the same information
         as to predecessor policies for the previous five years.  All present
         policies are in full force and effect and all premiums with respect
         thereto have been paid.  Company has not been denied any form of
         insurance and no policy of insurance has been revoked or rescinded
         during the past five years, except as described on the Disclosure
         Schedule.

 2.17.   BENEFIT PLANS.

         Except as set forth in the Disclosure Schedule, to the Shareholders'
         knowledge, there are no facts or circumstances which could, directly
         or indirectly, subject Purchaser or any of its affiliates to any
         Liability of any nature with respect to any pension, welfare,
         incentive, perquisite, paid time off, severance or other benefit plan,
         policy, practice or agreement sponsored, maintained or contributed to
         by Company or any affiliate, to which Company or any affiliate is a
         party or with respect to which Company or any affiliate could have any
         liability.

                                          8


<PAGE>

 2.18.   BANK ACCOUNTS; POWERS OF ATTORNEY.

         The Disclosure Schedule sets forth:  (i) the names of all financial
         institutions, investment banking and brokerage houses, and other
         similar institutions at which the Company maintains accounts,
         deposits, safe deposit boxes of any nature, and the names of all
         persons authorized to draw thereon or make withdrawals therefrom;
         (ii) the terms and conditions thereof and any limitations or
         restrictions as to use, withdrawal or otherwise; and (iii) the names
         of all persons or entities holding general or special powers of
         attorney from Company and a summary of the terms thereof.

 2.19.   CONTRACTS AND COMMITMENTS; NO DEFAULT.

         (a)  Except as set forth in the Disclosure Schedule, Company:

              (i)     has no written contract, commitment, agreement or
                      arrangement with any person or, to Company's knowledge,
                      any oral contract, commitment, agreement or arrangement
                      which (A) requires payments individually in excess of
                      $10,000 annually or in excess of $50,000 over its term
                      (including without limitation periods covered by any
                      option to extend or renew by either party) and (B) is not
                      terminable on thirty (30) days' or less notice without
                      cost or other Liability;

              (ii)    does not pay any person or entity cash remuneration at
                      the annual rate (including without limitation guaranteed
                      bonuses) of more than $50,000 for services rendered;

              (iii)   is not restricted by agreement from carrying on its
                      businesses or any part thereof anywhere in the world or
                      from competing in any line of business with any person or
                      entity;

              (iv)    is not subject to any obligation or requirement to
                      provide funds to or make any investment (in the form of a
                      loan, capital contribution or otherwise) in any person or
                      entity;

              (v)     is not party to any agreement, contract, commitment or
                      loan to which any of its directors, officers or
                      shareholders or any affiliate or associate (or former
                      affiliate or associate) thereof is a party;

              (vi)    is not subject to any outstanding sales or purchase
                      contracts, commitments or proposals which will result in
                      any loss upon completion or performance thereof;

              (vii)   is not party to any purchase or sale contract or
                      agreement that calls for aggregate purchases or sales in
                      excess over the course of such contract or agreement of
                      $25,000 or which continues for a period of more than
                      twelve months (including without limitation periods
                      covered by any option to renew or extend by either party)
                      which is not terminable on sixty (60) days' or less
                      notice without cost or other Liability at or any time
                      after the Closing; and

              (viii)  has no distributorship, dealer, manufacturer's
                      representative, franchise or similar sales contract
                      relating to the payment of a commission.

                                          9


<PAGE>

         (b)  True and complete copies (or summaries, in the case of oral
              items) of all items disclosed pursuant to subsection 2.19(a) have
              been made available to Purchaser for review.  Except as set forth
              in the Disclosure Schedule, all such items are valid and
              enforceable by and against Company in accordance with their
              respective terms; Company is not in breach, violation or default,
              however defined, in the performance of any of its obligations
              thereunder, and no facts and circumstances exist which, whether
              with the giving of due notice, lapse of time, or both, would
              constitute such a breach, violation or default thereunder or
              thereof; and, to Company's knowledge, no other parties thereto
              are in a breach, violation or default, however defined,
              thereunder or thereof, and no facts or circumstances exist which,
              whether with the giving of due notice, lapse of time, or both,
              would constitute such a breach, violation or default thereunder
              or thereof.

 2.20.   ORDERS, COMMITMENTS AND RETURNS.

         Except as set forth in the Disclosure Schedule, all accepted and
         unfulfilled orders for the performance of services entered into by
         Company and all outstanding contracts or commitments for the purchase
         of supplies, materials and services were made in bona fide
         transactions in the ordinary course of business.  Except as set forth
         in the Disclosure Schedule, there are no claims against Company.

 2.21.   LABOR AND EMPLOYMENT MATTERS.

         Except as set forth in the Disclosure Schedule:   (i) Company is and
         has been in compliance with all applicable Laws respecting employment
         and employment practices, terms and conditions of employment and wages
         and hours, including without limitation any such Laws respecting
         employment discrimination and occupational safety and health
         requirements, and has not and is not engaged in any unfair labor
         practice; (ii) there is no unfair labor practice or similar complaint
         against the Company pending or, to the Shareholders' knowledge,
         threatened before any Authority; (iii) no labor representation
         question exists respecting the employees of Company and there is not
         pending or, to the Shareholders' knowledge, threatened any activity
         intended or likely to result in a labor representation vote respecting
         the employees of the Company; (iv) no collective bargaining agreement
         is binding and in force against Company or currently being negotiated
         by Company; (v) Company is not delinquent in payments to any persons
         for any wages, salaries, commissions, bonuses or other direct or
         indirect compensation for any services performed by them or amounts
         required to be reimbursed to such persons; (vi) upon termination of
         the employment of any person, neither Company, Purchaser or any
         subsidiary of Purchaser will, by reason of anything done at or prior
         to or as of the Closing Date, be liable to any of such persons for
         so-called "severance pay" or any other payments; and (vii) within the
         twelve month period prior to the date hereof there has not been any
         expression of intention to Company by any officer or key employee to
         terminate such employment.

 2.22.   DEALERS AND SUPPLIERS.

         Except as set forth in the Disclosure Schedule, there has not been in
         the twelve month period prior to the date hereof any adverse change in
         the business relationship of Company with any dealer or supplier to
         Company.

                                          10


<PAGE>

 2.23.   PERMITS AND OTHER OPERATING RIGHTS.

         Except as set forth in the Disclosure Schedule, Company does not
         require the Consent of any Authority to permit it to operate in the
         manner in which it presently is being operated, and possesses all
         permits and other authorizations from all Authorities presently
         required necessary to permit it to operate it businesses in the manner
         in which they presently are conducted.

 2.24.   COMPLIANCE WITH LAW.

         Except as set forth in the Disclosure Schedule, and without limiting
         the scope of any other representations or warranties contained in this
         Agreement, but without intending to duplicate the scope of such other
         representations and warranties, the assets, properties, businesses and
         operations of Company are and have been in compliance with all Laws
         applicable to the ownership and conduct of their assets, properties,
         businesses and operations.  There are no outstanding and unsatisfied
         deficiency reports, plans of correction, notices of noncompliance or
         work orders relating to any such Authorities, and no such discussions
         with any such Authorities are scheduled or pending.

 2.25.   ASSETS OF BUSINESS.

         The assets owned or leased by Company constitute all of the assets
         held for use or used primarily in connection with its business and are
         adequate to carry on such business as presently conducted and as
         contemplated by Company to be conducted.

 2.26.   BUSINESS GENERALLY.

         To Company's knowledge, except as set forth in the Disclosure
         Schedule, there has been no event, transaction or information which
         has come to the attention of Company which, as it relates directly to
         the business of Company, could, individually or in the aggregate,
         reasonably be expected to have a material adverse effect on such
         business.

 2.27.   BROKERS.

         Except as set forth in the Disclosure Schedule, neither Company nor
         any of its directors, officers or employees has employed any broker,
         finder, or financial advisor or incurred any liability for any
         brokerage fee or commission, finder's fee or financial advisory fee,
         in connection with the transactions contemplated hereby, nor is there
         any basis known to Company for any such fee or commission to be
         claimed by any person or entity.

 2.28.   SHAREHOLDERS REPRESENTATIONS.

         (a)  Each of the Shareholders has full legal right, power and
              authority to sell, transfer, assign and deliver his or her Shares
              to Purchaser at Closing and delivery of the Shares at Closing
              will transfer to Purchaser valid legal and beneficial ownership
              thereof free and clear of all claims, security interests, liens,
              charges and encumbrances of any kind or nature whatsoever
              (collectively, "Encumbrances").

         (b)  Each of the Shareholders, prior to execution of this Agreement,
              became familiar with the material business and financial affairs
              of Purchaser and its subsidiaries (if any) and was given access
              to such information regarding such business and financial affairs
              as the

                                          11


<PAGE>

              Shareholders deemed necessary to enable them to make an informed
              investment decision with respect to the Purchaser Shares to be
              issued in connection with this Agreement.  In particular, the
              Shareholders received the following documents and information and
              had sufficient time to review and consider such documents and
              information:  Purchaser's most recently issued annual report to
              shareholders; Purchaser's proxy statement for the most recent
              annual meeting of its shareholders; Purchaser's Form 10-KSB most
              recently required to be filed with the Securities and Exchange
              Commission; Purchaser's Form 10-QSB's required to be filed with
              the Securities and Exchange Commission for fiscal quarters ended
              after the fiscal year covered by the aforesaid Form 10-KSB; a
              statement by Purchaser describing the Purchaser Shares; a
              statement by Purchaser that there were no material changes in the
              affairs of Purchaser and its subsidiaries (if any) that were not
              disclosed in the aforesaid documents and statement; a statement
              by Purchaser that there are no undisclosed agreements,
              arrangements or understandings which benefit or relate to the
              Shareholders in connection with the transactions contemplated
              hereby, and, if either of the Shareholders is not an "accredited
              investor" as defined in Rule 501(a) of the rules and regulations
              of the Securities and Exchange Commission under the Securities
              Act of 1933 (the "Rules"), copies to such Shareholder of all
              material written information which would be furnished to an
              "accredited investor."

         (c)  Each of the Shareholders either (i) is an "accredited investor"
              (as defined in Rule 501(a) of the Rules) because such Shareholder
              is a director or executive officer (defined to be the president,
              a vice president in charge of a principal business unit, division
              or function, or any other officer or person who performs a
              policy-making function) of Company or because such Shareholder
              has presented to Purchaser evidence, including without limitation
              a copy of such Shareholder's income tax returns for the last two
              calendar years, of compliance with the requirements of
              Rule 501(a)(5) or Rule 501(a)(6) of the Rules, or (ii) has
              retained a "purchaser representative" as defined in Rule 501(h)
              of the Rules, has furnished to Purchaser all documentation
              establishing that the terms of Rule 501(h) of the Rules have been
              satisfied by such Shareholder and such purchaser representative,
              and has furnished to Purchaser all documentation requested by
              Purchaser to establish that such Shareholder, together with such
              purchaser representative, has such knowledge and experience in
              financial and business matters that they are capable of
              evaluating the merits and risks of the investment in the
              Purchaser Shares to be issued in connection with this Agreement.

         (d)  Each of the Shareholders is acquiring the Purchaser Shares to be
              acquired pursuant to this  Agreement for his or her own account
              (and such Shareholder will be the sole beneficial owner thereof)
              for the purpose of investment and not with a view to distribution
              thereof within the meaning of the Securities Act of 1933 and the
              Rules, nor with any present intention of distribution or selling
              such Purchaser Shares, and the Shareholders understand that such
              shares have not been registered under the Securities Act of 1933
              and therefore cannot be resold unless they are registered under
              the Securities Act of 1933 or unless an exemption from
              registration is available.

         (e)  The Shareholders have been afforded an opportunity to ask
              questions and receive answers concerning the terms and conditions
              of the transactions contemplated by this Agreement and to obtain
              any additional information as Shareholders deem necessary to
              verify the accuracy of documents and statements identified in
              subsection (b) and copies of any exhibits identified in such
              documents.

                                          12


<PAGE>

         (f)  The Shareholders have consented to the placing of the following
              legend on the certificate for the Purchaser Shares to be issued
              to each Shareholder in connection with this Agreement:

              THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
              HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
              AND MAY BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
              ONLY IF A REGISTRATION STATEMENT DESCRIBING SUCH PROPOSED
              TRANSACTION IS IN EFFECT PURSUANT TO THE PROVISIONS OF THAT
              ACT OR IF, IN THE OPINION OF COUNSEL, WHICH OPINION AND
              COUNSEL SHALL BE SATISFACTORY TO THE ISSUER OF THESE SHARES
              AND ITS COUNSEL, AN EXEMPTION FROM THE REGISTRATION
              REQUIREMENTS OF THAT ACT IS AVAILABLE.

 2.29.   ACCURACY OF INFORMATION.

         No representation or warranty by the Shareholders in this Agreement
         contains or will contain any untrue statement of material fact or
         omits or will omit to state any material fact necessary in order to
         make the statements herein or therein, in light of the circumstances
         under which they were made, not misleading as of the date of the
         representation or warranty.

                                       ARTICLE
                                          3.
                     REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser represents and warrants to the Shareholders as of the date
         hereof as follows:

 3.1     CORPORATE ORGANIZATION.

         Purchaser is a corporation duly organized, validly existing and in
         good standing under the law of the State of Nevada.

 3.2.    AUTHORIZATION.

         Purchaser has full corporate power and authority to enter into this
         Agreement and to carry out the transactions contemplated herein.  The
         Board of Directors of Purchaser has  taken all action required by law,
         its articles or certificate of incorporation and bylaws or otherwise
         to authorize the execution, delivery and performance of this Agreement
         and the consummation of the transactions contemplated herein.  This
         Agreement is the valid and binding legal obligation of Purchaser
         enforceable against it in accordance with its terms except as
         enforceability may be limited by applicable Nevada law.

 3.3.    NON-CONTRAVENTION.

         Neither the execution, delivery and performance of this Agreement nor
         the consummation of the transactions contemplated herein will:
         (i) violate any provision of the articles or certificates of
         incorporation or bylaws of Purchaser or any subsidiary of Purchaser;
         or (ii) except for such

                                          13

<PAGE>

         violations, conflicts, defaults, accelerations, terminations,
         cancellations, impositions of fees or penalties, mortgages, pledges,
         liens, security interests, encumbrances, restrictions and charges
         which would not, individually or in the aggregate, have a material
         adverse affect on the business of Purchaser and its subsidiaries taken
         as a whole, (A) violate, be in conflict with, or constitute a default,
         however defined (or an event which, with the giving of due notice or
         lapse of time, or both, would constitute such a default), under, or
         cause or permit the acceleration of the maturity of, or give rise to,
         any right of termination, cancellation, imposition of fees or
         penalties under, any debt, note, bond, lease, mortgage, indenture,
         license, obligation, contract, commitment, franchise, permit,
         instrument or other agreement or obligation to which Purchaser or any
         subsidiary of Purchaser is a party or by which they or any of their
         properties or assets is or may be bound (unless with respect to which
         defaults or other rights, requisite waivers or consents shall have
         been obtained at or prior to the Closing) or (B) result in the
         creation or imposition of any mortgage, pledge, lien, security
         interest, encumbrance, restriction or charge of any kind, upon any
         property or assets of Purchaser or any subsidiary of Purchaser under
         any debt, obligation, contract, agreement or commitment to which
         Purchaser or any subsidiary of Purchaser is a party or by which
         Purchaser or any subsidiary of Purchaser or any of their assets or
         properties is or may be bound; or (iii) to the knowledge of Purchaser
         violate any Law.

 3.4.    DISCLOSURE.

         No representation or warranty by Purchaser in this Agreement contains
         or will contain any untrue statement of material fact or omits or will
         omit to state any material fact necessary in order to make the
         statements herein or therein, in light of the circumstances under
         which made, not misleading as of the date of the representation or
         warranty.

 3.5.    CONSENTS AND APPROVALS.

         No Consent is required by any person or entity, including without
         limitation any Authority, in connection with the execution, delivery
         and performance by Purchaser of this Agreement, or the consummation of
         the transactions contemplated herein, other than any Consent which, if
         not made or obtained, will not, individually or in the aggregate, have
         a material adverse effect on the business of Purchaser and its
         subsidiaries taken as a whole.

 3.6.    BROKERS.

         Neither Purchaser nor any of its directors, officers or key employees
         have employed any broker, finder or financial advisor, or incurred any
         liability for any brokerage fee or commission, finder's fee or
         financial advisory fee, in connection with the transactions
         contemplated hereby, nor is there any basis known to Purchaser for any
         such fee or commission to be claimed by any person or entity.

 3.7.    INFORMATION FURNISHED.

         Purchaser has furnished to the Shareholders the information described
         in subsection 2.28(b); none of such information contained any untrue
         statements of a material fact or omitted to state any material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they
         were made, not misleading.

                                          14


<PAGE>

                                       ARTICLE
                                          4.
                                      COVENANTS

 4.1.    FULL ACCESS TO PURCHASER.

         The Shareholders shall cause Company to afford to Purchaser and its
         directors, officers, employees, counsel, accountants, investment
         advisors and other authorized representatives and agents free and full
         access to the facilities, properties, books and records of Company in
         order that Purchaser may have full opportunity to make such
         investigations as it shall desire to make of the affairs of Company;
         PROVIDED, HOWEVER, that any such investigation shall be conducted in
         such a manner as not to interfere unreasonably with business
         operations; and the Shareholders shall cause Company to furnish such
         additional financial and operating data and other information as
         Purchaser shall, from time to time, reasonably request, including
         without limitation access to the working papers of their independent
         certified public accountants; and, provided, further, that any such
         investigation shall not affect or otherwise diminish or obviate in any
         respect any of the representations and warranties of the Shareholders
         herein.

 4.2.    CONFIDENTIALITY.

         Each of the parties hereto agrees that it will not use, or permit the
         use of, any of the information relating to any other party hereto
         furnished to it in connection with the transactions contemplated
         herein ("Information") in a manner or for a purpose detrimental to
         such other party or otherwise than in connection with the transaction,
         and that they will not disclose, divulge, provide or make accessible
         (collectively, "Disclose"), or permit the Disclosure of, any of the
         Information to any person or entity, other than their responsible
         directors, officers, employees, investment advisors, accountants,
         counsel and other authorized representatives and agents, except as may
         be required by judicial or administrative process or, in the opinion
         of such party's regular counsel, by other requirements of Law;
         PROVIDED, HOWEVER, that prior to any Disclosure of any Information
         permitted hereunder, the disclosing party shall first obtain the
         recipients' undertaking to comply with the provisions of this
         subsection with respect to such information.  The term "Information"
         as used herein shall not include any information relating to a party
         which the party disclosing such information can show:   (i) to have
         been in its possession prior to its receipt from another party hereto;
         (ii) to be now or to later become generally available to the public
         through no fault of the disclosing party; (iii) to have been available
         to the public at the time of its receipt by the disclosing party;
         (iv) to have been received separately by the disclosing party in an
         unrestricted manner from a person entitled to disclose such
         information; or (v) to have been developed independently by the
         disclosing party without regard to any information received in
         connection with this transaction.  Each party hereto also agrees to
         promptly return to the party from whom originally received all
         original and duplicate copies of written materials containing
         Information should the transactions contemplated herein not occur.  A
         party hereto shall be deemed to have satisfied its obligations to hold
         the Information confidential if it exercises the same care as it takes
         with respect to its own similar information.

 4.3.    FURTHER ASSURANCES; COOPERATION; NOTIFICATION.

         (a)  Each party hereto shall, before, at and after Closing, execute
              and deliver such instruments and take such other actions as the
              other party or parties, as the case may be, may reasonably
              require in order to carry out the intent of this Agreement.

                                          15


<PAGE>

         (b)  The Shareholders shall cause Company to cooperate with Purchaser
              to promptly develop plans for the management of the business
              after the Closing, including without limitation plans relating to
              productivity, marketing, operations and improvements, and to
              further cooperate with Purchaser to provide for the
              implementation of such plans as soon as practicable after the
              Closing.  Subject to applicable Law, the Shareholders shall cause
              Company to confer on a regular and reasonable basis with one or
              more representatives of Purchaser to report on material
              operational matters and the general status of ongoing operations.

         (c)  At all times from the date hereof until the Closing, each party
              shall promptly notify the other in writing of the occurrence of
              any event which it reasonably believes will or may result in a
              breach of this Agreement.

                                       ARTICLE
                                          5.
                             SURVIVAL AND INDEMNIFICATION


 5.1.    SURVIVAL.

         The representations and warranties of each of the parties hereto shall
         survive the Closing for a period of one year after the date of
         Closing.

 5.2.    INDEMNIFICATION BY PURCHASER.

         Purchaser agrees to indemnify the Shareholders from and against any
         and all loss, liability or damage suffered or incurred by it by reason
         of (i) any untrue representation of, or breach of warranty by,
         Purchaser in any part of this Agreement, provided, however, that no
         claim for indemnity may be made pursuant to this subsection after the
         first anniversary of the Closing Date; and (ii) any nonfulfillment of
         any covenant, agreement or undertaking of Purchaser in any part of
         this Agreement which by its terms is to remain in effect after the
         Closing and has not been specifically waived in writing at the Closing
         by the party or parties hereof entitled to the benefits thereof.

 5.3.    INDEMNIFICATION BY THE SHAREHOLDERS--UNTRUE REPRESENTATION OR BREACH
         OF WARRANTY.

         Each of the Shareholders, jointly and severally, agrees to indemnify
         Purchaser from and against any and all loss, liability or damage
         suffered or incurred by it by reason of any untrue representation of,
         or breach of warranty by the Shareholders in this Agreement, provided,
         however, that no claim for indemnity may be made pursuant to this
         subsection after the third anniversary of the Closing Date.
         Notwithstanding anything to the contrary in this subsection, no claim
         may be made under this subsection if it (or the principal facts with
         respect to it) were known or reasonably should have been known and the
         claim could have been asserted at a time when it would have resulted
         in a required adjustment which would be reflected in the Audited
         Closing Balance Sheet.

 5.4.    INDEMNIFICATION BY THE SHAREHOLDERS -- OTHER.

         Each of the Shareholders, jointly and severally, agrees to indemnify
         Purchaser from and against:  (i) any and all loss, liability or damage
         suffered or incurred by it by reason of any nonfulfillment


                                          16


<PAGE>

         of any covenant, agreement or undertaking of the Shareholders in this
         Agreement which by its terms is to remain in effect after the Closing
         and has not been specifically waived in writing at the Closing by the
         party or parties hereto entitled to the benefits thereof; and (ii) any
         and all costs and expenses, including without limitation legal fees
         and expenses, in connection with enforcing the indemnification rights
         of Purchaser pursuant to subsections 5.3 and 5.5.

 5.5.    BASKET AMOUNT.

         Notwithstanding anything in subsections 5.3 and 5.4 to the contrary,
         Purchaser shall not be entitled to any indemnification under such
         subsections if the aggregate amount of all claims thereunder is less
         than $10,000 (the "Exception Amount"), but if the aggregate amount of
         all claims equals or exceeds the Exception Amount, then Purchaser
         shall be entitled to full indemnification of all claims and there
         shall be no Exception Amount.  The parties hereto do not intend that
         the Exception Amount be deemed to be a definition of what is
         "material" for any purpose in this Agreement.

 5.6.    CLAIMS FOR INDEMNIFICATION.

         The parties intend that all indemnification claims hereunder be made
         as promptly as practicable by the party seeking indemnification (the
         "Indemnified Party") and that in the case of Purchaser all such claims
         be made pursuant to the terms and provisions of the Escrow Agreement
         until and including the Termination Date, as defined in the Escrow
         Agreement.  After the Termination Date all such claims of Purchaser,
         including without limitation pre-Termination Date claims which, on or
         prior to the Termination Date, were admitted as valid pursuant to
         Escrow Agreement procedures or are or become the subject of an
         arbitration award in favor of the Indemnified Party but which are not
         satisfied pursuant to the Escrow Agreement, shall be presented to the
         Shareholders, and, in the case of all other claims, shall proceed
         according to the remaining terms and provisions of this subsection.
         Whenever any claim shall arise for indemnification hereunder (other
         than a claim to be submitted pursuant to aforesaid terms and
         provisions), the Indemnified Party shall promptly notify the party
         from whom indemnification is sought (the "Indemnifying Party") of the
         claim and, when known, the facts constituting the basis for such
         claim.  In the case of any such claim for indemnification hereunder
         resulting from or in connection with any claim or legal proceedings of
         a third party, the notice to the Indemnifying Party shall specify, if
         known, the amount or an estimate of the amount of the liability
         arising therefrom.  The Indemnified Party shall not settle or
         compromise any claim by a third party for which it is entitled to
         indemnification hereunder without the prior written consent of the
         Indemnifying Party, which shall not be unreasonably withheld.  If the
         Indemnifying Party is of the opinion that the Indemnified Party is not
         entitled to indemnification, or is not entitled to indemnification in
         the amount claimed in such notice, it shall deliver, within ten (10)
         business days after the receipt of such notice, a written objection to
         such claim and written specifications in reasonable detail of the
         aspects or details objected to, and the grounds for such objection.
         If the Indemnifying Party shall file timely written notice of
         objection to any claim for indemnification, the validity and amount of
         such claim shall be determined by arbitration pursuant to
         subsection 6.12 hereof.  If timely notice of objection is not
         delivered or if a claim by an Indemnified Party is admitted in writing
         by an Indemnifying Party or if an arbitration award is made in favor
         of an Indemnified Party, the Indemnified Party, as a non-exclusive
         remedy, shall have the right to set-off the amount of such claim or
         award against any amount yet owed, whether due or to become due, by
         the Indemnified Party or any subsidiary thereof to any

                                          17


<PAGE>

         Indemnifying Party by reason of this Agreement or any agreement or
 arrangement or contract to be entered into at the Closing.

                                       ARTICLE
                                          6.
                               MISCELLANEOUS PROVISIONS

 6.1.    EXPENSES.

         Each of the parties hereto shall bear its own costs, fees and expenses
         in connection with the negotiation, preparation, execution, delivery
         and performance of this Agreement and the consummation of the
         transactions contemplated hereby, including without limitation fees,
         commissions and expenses payable to brokers, finders, investment
         bankers, consultants, exchange or transfer agents, attorneys,
         accountants and other professionals, whether or not the transactions
         contemplated herein is consummated; PROVIDED, HOWEVER, that Purchaser
         on the one hand, and the Shareholders, on the other, shall each bear
         one-half (1/2) of all fees and expenses of the Escrow Agent.

 6.2.    AMENDMENT AND MODIFICATION.

         Subject to applicable Law, this Agreement may be amended or modified
         by the parties hereto at any time prior to the Closing with respect to
         any of the terms contained herein.

 6.3.    WAIVER OF COMPLIANCE; CONSENTS.

         Any failure of a party to comply with any obligation, covenant,
         agreement or condition herein may be expressly waived in writing by
         the party entitled hereby to such compliance, but such waiver or
         failure to insist upon strict compliance with such obligation,
         covenant, agreement or condition shall not operate as a waiver of, or
         estoppel with respect to, any subsequent or other failure.  No single
         or partial exercise of a right or remedy shall preclude any other or
         further exercise thereof or of any other right or remedy hereunder.
         Whenever this Agreement requires or permits the consent by or on
         behalf of a party, such consent shall be given in writing in the same
         manner as for waivers of compliance.

 6.4.    NO THIRD PARTY BENEFICIARIES.

         Nothing in this Agreement shall entitle any person or entity (other
         than a party hereto and his, her or its respective successors and
         assigns permitted hereby) to any claim, cause of action, remedy or
         right of any kind.

 6.5.    NOTICES.

         All notices, requests, demands and other communications required or
         permitted hereunder shall be made in writing and shall be deemed to
         have been duly given and effective:  (i) on the date of delivery, if
         delivered personally; (ii) on the earlier of the fourth (4th) day
         after mailing or the date of the return receipt acknowledgment, if
         mailed, postage prepaid, by certified or registered mail, return
         receipt requested; or (iii) on the date of transmission, if sent by
         facsimile, telecopy, telegraph, telex or other similar telegraphic
         communications equipment:

                                          18


<PAGE>

    If to Purchaser:
                        To:  Trans World Gaming Corp.
                             One Penn Plaza, Suite 1503
                             New York, NY 10119
                             Attn:  Mr. Dominick Valenzano
                             Fax:  (212) 563-3380

    With a copy to:
                             Oppenheimer Wolff & Donnelly
                             45 South Seventh Street
                             Suite 3400
                             Minneapolis, MN 55402
                             Attn:  Thomas R. Marek, Esq.
                             Fax:  (612) 344-9376

    or to such other person or address as Purchaser shall furnish to the other
    parties hereto in writing in accordance with this subsection.

    If to the Shareholders:

                        To:  Art Marketing, Ltd.
                             d/b/a Tottenham & Co.
                             3 Garfield Mews
                             London, SW11 5PL
                             United Kingdom
                             Attn:  Mr. Andrew Tottenham
                             Fax: 001-44-171-924-2231

    With a copy to such other person or address as the Shareholders may furnish
    to Purchaser from time to time in accordance with this subsection.

 6.6.    ASSIGNMENT.

         This Agreement and all of the provisions hereof shall be binding upon
         and inure to the benefit of the parties hereto and their respective
         successors and permitted assigns, but neither this Agreement nor any
         of the rights, interests or obligations hereunder shall be assigned
         (whether voluntarily, involuntarily, by operation of law or otherwise)
         by any of the parties hereto without the prior written consent of the
         other parties, PROVIDED, HOWEVER, that Purchaser may assign this
         Agreement, in whole or in any part, and from time to time, to a
         wholly-owned, direct or indirect, subsidiary of Purchaser, if
         Purchaser remains bound hereby).

 6.7.    GOVERNING LAW.

         This Agreement and the legal relations among the parties hereto shall
         be governed by and construed in accordance with the internal
         substantive laws of the State of New York (without regard to the laws
         of conflict that might otherwise apply) as to all matters, including
         without limitation matters of validity, construction, effect,
         performance and remedies.

                                          19


<PAGE>

 6.8.    COUNTERPARTS.

         This Agreement may be executed simultaneously in one or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

 6.9.    HEADINGS.

         The table of contents and the headings of the sections and subsections
         of this Agreement are inserted for convenience only and shall not
         constitute a part hereof.

 6.10.   ENTIRE AGREEMENT.

         The Disclosure Schedule and the exhibits and other writings referred
         to in this Agreement or in the Disclosure Schedule or any such exhibit
         or other writing are part of this Agreement, together they embody the
         entire agreement and understanding of the parties hereto in respect of
         the transactions contemplated by this Agreement and together they are
         referred to as "this Agreement" or the "Agreement".  There are no
         restrictions, promises, warranties, agreements, covenants or
         undertakings, other than those expressly set forth or referred to in
         this Agreement.  This Agreement supersedes all prior agreements and
         understandings between the parties with respect to the transaction or
         transactions contemplated by this Agreement (including without
         limitation the letter of intent dated November 13, 1996, between
         Purchaser and Company and all amendments and extensions thereof).
         Provisions of this Agreement shall be interpreted to be valid and
         enforceable under applicable Law to the extent that such
         interpretation does not materially alter this Agreement; provided,
         however, that if any such provision shall become invalid or
         unenforceable under applicable Law such provision shall be stricken to
         the extent necessary and the remainder of such provisions and the
         remainder of this Agreement shall continue in full force and effect.

 6.11.   INJUNCTIVE RELIEF.

         It is expressly agreed among the parties hereto that monetary damages
         would be inadequate to compensate a party hereto for any breach by any
         other party of its covenants and agreements in subsections 4(c) and
         4(e) hereof.  Accordingly, the parties agree and acknowledge that any
         such violation or threatened violation will cause irreparable injury
         to the other and that, in addition to any other remedies which may be
         available, such party shall be entitled to injunctive relief against
         the threatened breach of subsections 4(c) and 4(e) hereof or the
         continuation of any such breach without the necessity or roving actual
         damages and may seek to specifically enforce the terms thereof.

 6.12.   ARBITRATION.

         With the sole exception of the injunctive relief contemplated by
         subsection 9(k), any controversy or claim arising out of or relating
         to this Agreement, or the making, performance or interpretation
         thereof, including without limitation alleged fraudulent inducement
         thereof, shall be settled by binding arbitration in New York, New York
         by a panel of three arbitrators in accordance with the Commercial
         Arbitration Rules of the American Arbitration Association.  Judgment
         upon any arbitration award may be entered in any court having
         jurisdiction thereof and the parties consent to the jurisdiction of
         the courts of the State of New York for this purpose.

                                          20


<PAGE>

 6.13.   LIST OF DEFINED TERMS.

         Reference is made to Exhibit 6.13 for a listing and location of terms
         defined in this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

                                            TRANS WORLD GAMING CORP.


Attested by:                                By:
            ---------------------------         ----------------------------
                                                 Dominick Valenzano
                                                 Chief Financial Officer

                                                 ANDREW TOTTENHAM


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




                                                 ROBIN TOTTENHAM



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


                                          21


<PAGE>


                                                                   Exhibit 6.13
                                                                   ------------

                                LIST OF DEFINED TERMS

    TERM                                             PAGE
     ----                                             -----

Acquisition Price                                      1
Agreement                                             20
Audited Closing Balance Sheet                         16
Authorities                                            4
Authority                                              3
Company                                                1
Consent                                                4
Consents                                               4
Disclose                                              15
Disclosure Schedule                                    2
Encumbrances                                          11
Exception Amount                                      17
Final Balance Sheet                                    4
Indemnified Party                                     17
Indemnifying Party                                    17
Information                                           15
Intellectual Property Rights                           6
Interim Financial Statements                           4
Law                                                    4
Laws                                                   4
Loss Contingency                                       4
Notes                                                  4
Permitted Liens                                        6
Purchaser                                              1
Purchaser Shares                                       1
Rules                                                 12
Shareholders                                           1
Shares                                                 1
Tax                                                   15
Tax Return                                            15
Tax Returns                                           15
Taxes                                                 15
Warrants                                               1

                                        22