SECOND: OBJECT OF THE CONTRACT

 Exhibit 10.17

                       CONTRACT OF SALE/PURCHASE OF STOCK

By way of this document, the Contract of Sale/Purchase of Stock celebrated on
one part by Sodak Gaming International, Inc. business constituted pursuant to
the laws o f the State of South Dakota, domiciled for these effects at Victor
Andres Belaunde 395, San Isidro, represented by Mr. Michael Jon Irwin,
identified with foreign registration number N-89743; SG International, Inc.
business constituted pursuant to the laws of the State of South Dakota,
domiciled for these effects at Victor Andres Belaunde 395, San Isidro,
represented by Mr. Michael Jon Irwin, identified with foreign registration
number N-89743; Julio Enrique Guadalupe Bascones, with voter registration card
number 09388911, domiciled in Victor Andres Belaundre 395, San Isidro, hereafter
referred to as Sellers and the other part, Fincorp Limited, business constituted
pursuant to the laws of the island of Nevis, represented by Mr. Salvador Berty
Falcon Goryn, with voter registration card number 06349261, domiciled in Alfredo
Salazar N 590 San Isidro, who also appears personally and hereafter shall be
referred to as Buyer; with the intervention of Mr. Alan Azizollahoff Gate,
identified with foreign registration number 61604, domiciled in Alfredo Salazar
N 590, San Isidro, whom hereafter shall be referred to as Guarantor; pursuant to
the following terms and conditions:

FIRST: PREAMBLE
The Sellers are owners of all the stock of Sodak Gaming Peru, S.A.C., a Company
duly registered in item No. 115732 and electronic entry number 00151505 of the
book of business companies of the Register of Legal Entities of Lima.

The capital is divided as follows:
     Shareholder                            Number of Shares
     Sodak Gaming International, Inc.                109,268
     S.G. International, Inc.                              1
     Julio Enrique Guadalupe Bascones                      1
     Total                                           109,270

SECOND: OBJECT OF THE CONTRACT
By present contract, the Sellers transfer by sale to Buyers entirety of their
shares referred to in the prior clause. Said shares shall be transferred as
follows:
     Buyer                                  Number of Shares
     Fincorp                                         109,268
     Salvador Berty Falcon Goryn                           2
     Total                                           109,270

At the moment of execution of this contract, the Buyers deliver possession of
the corresponding stock certificates (Stock Certificates Number 1, 2, and 4)

THIRD: THE PRICE AND METHOD OF PAYMENT
The parties declare, being that the book value of Sodak Gaming Peru, S.A.C. is a
negative balance, said shares lack commercial value, reason for which they are
being transferred to Buyers for one American Dollar, same which is paid upon
execution of the present contract in which Sellers declare receipt thereof to
their entire satisfaction. Additionally, as further consideration for the
transfer, the Buyers assume all obligations which are hereinafter identified.

FOURTH: TRANSFER OF SHARES
This stock transferred without any reservation. Consequently, the transference
of the stock represents all of the rights that correspond to the Sellers by
reason of earnings to be distributed, dividends, reserves, revaluations,
capitalization's, the shares to issue, all of which has been taken into account
and in general all that the stock did or could generate is transferred.

FIFTH: LIENS OVER THE SHARES
The Sellers declare that there is no restriction, lien, or judicial restriction
that limits or restricts their right to ownership or free disposition obligating
itself in all case to defend the same.

                                      -72-

SIXTH: BUYERS DECLARATIONS
The Buyers declare as follows:

6.1 That it is duly constituted pursuant to the laws of the island of Nevis and
that it is in existence at the time at the date of this contract.

6.2 That the execution of this agreement as well as the assumption of all
obligations that are established in the present contract, have been duly
authorized by the competent board within its social structure.

6.3 That execution of this agreement and obligations herein do not:

    a.  violate the Articles of Incorporation or Bylaws of the Buyers;
    b.  violate any regulation, decree, law, judicial resolution of any judicial
        or administrative Peruvian agency;
    c.  conflict, constitute violation or conflict with any of the provisions 
        of the Buyers' agreements.

6.4 That the Buyers have conducted a process of independent investigation (due
diligence) of the situation of Sodak Gaming Peru, S.A.C., revealing and
analyzing its businesses, operations, accounts receivable debts, results of
operations, financial condition and projects and consider that from the
documentation to which they have had access and the information that has been
provided, the same are found to be in the good state and are adjusted to
reality. As a result of said process of investigation, the Buyers have completed
a report which is annexed hereto as established in Subsection (E) of the 11th
Clause herein and that Sellers recognize same as being complete and correct.
Based on said report of the Buyers, they relieve the Sellers of all
responsibility with respect to everything that appears and is referred to up to
December 9, 1998 pursuant to the terms and conditions described in said report.
On the other hand, the Buyers do not assume responsibility for any obligations
or contingencies that could exist and that do not appear on the report.

6.5 The Buyers recognize that the Sellers have provided a fund of $136,500 US
dollars which corresponds to the amount that may be paid for indemnification for
the arbitrary termination of thirty percent of the personnel that is actually
employed at Sodak Gaming Peru S.A.C., said termination at the sole discretion of
Buyers. The financial responsibility of Sellers for the termination of the
employees is limited to said sum. The amount stated shall be found in a separate
bank account opened by Sellers that shall be at the disposition of Buyers as
needed upon termination of employees. If any sums remain, they shall be to the
benefit of Sellers.

6.6 The Buyers declare that they know the state of the slot machines that are
found in the list referred to in Subparagraph (c) of Clause 12 of the present
contract which they find to their satisfaction.

6.7 The Buyers agree that in the event that there is a change in Peruvian
legislation concerning slot machines that would prohibit said activity or would
cause it to be unduly onerous, they have no claim against the Sellers based on
said change.

SEVENTH: DECLARATIONS OF BUYERS
7.1 Execution of present contract as well as sale of the stock pursuant to this
agreement, has been duly authorized by the proper board within its social
structure.

7.2 That they are aware of the report completed by the Buyers as a result of
their process of independent investigation (due diligence) that took place with
respect to the situation of Sodak Gaming Peru, S.A.C. and finding the same to be
complete and correct. Within this context, Seller relieve Buyers of any
responsibility with respect to any situation or contingency that took place
prior to the date of the agreement and that does not appear in the mentioned
report, thereby assuming full responsibility for said situations and/or
contingencies.

7.3 That the Sellers represent that as of this date, there are no lawsuits,
proceedings, administrative judicial or arbitration proceedings pending relative
to the present contract other than the ones identified in Clause 6.4.

7.4 The Sellers are responsible for the payment of the costs of operation of the
business through December 9, 1998 after said date, the operational costs of the
business are the sole responsibility of the Buyers.

                                      -73-

7.5 The Seller declares that said machines identified in Subparagraph (c) of
Clause 12 have been reconstructed according to the regulatory standards in Peru
on the dates identified in the list and that the same are operational. The
Sellers do not assume any responsibility for the deterioration or defect that
the same could suffer after the date of the execution of the agreement.

7.6 The Sellers declare that a legal action has been initiated as an injunction
against the application of the selective tax to consumption (Exp. 1643-98-A)
same which is pending resolution at the second level. As guarantee of the result
of said action, the Sellers establish an escrow account in the amount of
$1,200,000 US dollars. In the event of an adverse result, said amount shall be
delivered to Sellers so that it may proceed with payment with the taxes
required.

EIGHTH: OBLIGATIONS OF THE PARTIES
8.1 The Buyers assume all the pre-existing obligations of each one of the
Sellers related to the obligations of Sodak Gaming Peru S.A.C. pursuant to what
is expressed in the report that is referred to in Clause 6.4 and all those that
originate after execution of this Agreement.

8.2 The Buyers and Sellers shall cooperate in the defense of any claim, present,
past or future and any judicial process or arbitration with respect to the
matters that are mentioned in Clause 6.4 when the same have been presented
against the Sellers and shall be responsible for the compliance of whatever
judicial decision results from whatever civil or penal proceedings; as well as
the payments and costs of the same, as well as presenting necessary bonds within
said processes. To this effect, the Buyers agree that upon notification of any
judicial administrative or arbitration action or at the beginning of a claim of
any audit, governmental audit, they shall notify the Sellers and shall actively
assume the defense of Sellers interest until it can assume its own defense.

8.3 It is also agreed that the Buyers must cooperate totally with any internal
investigation concerning the period of time through December 9, 1998 and shall
cooperate and provide any information the Buyers require with respect to any
governmental investigation.

8.4 The Buyers shall give unrestricted access to the Sellers to the books,
accounts and generally all information of Sodak Gaming Peru, S.A.C. when they
require it.

NINTH: NOTIFICATION OF TRANFERENCE
The Sellers shall communicate to Sodak Gaming Peru, S.A.C. this transfer so that
it may be recorded in the Register and Minutes of the Books of the Company.

Likewise, the Buyers shall communicate new ownership no later than a day
following execution of this agreement to the technical secretary of the National
Commission of Casinos and Gaming pursuant to Article 16 of Resolution No.
12-97-CNCJ. Once notification is completed, the Buyers must immediately provide
to Sellers proof of said notification.

TENTH: THE LETTER OF CREDIT
The Sellers have authorized the Buyers to initiate an injunction against the
requirements of Article 18 of D.S. 004-97-ITINCI. The cost of said action and
the results are assumed one hundred percent by the Buyers.

The parties realize, that the Sellers maintain a letter of credit that
guarantees compliance of obligations before the National Casino Commission for
the year 1998. In order to cover the risk of execution of the Letter of Credit,
the Buyer provides a first and perfected security interest in the slot machines
referred to in Subparagraph (c) of the 12th Clause. The value of the lien is
established at $407,802 US Dollars and shall be maintained through January 31,
1999. In the event that the National Commission of Casinos and Games proceeds to
execute the Letter of Credit presented by the Sellers, up and to January 15,
1999, the Sellers shall be authorized to immediately execute and collect the
lien.

ELEVENTH: THE NAME OF THE COMPANY
The Sellers accept that the Company shall maintain the name Sodak Gaming Peru,
S.A.C., for a period of six (6) months after execution of this agreement. The
Buyers assume the obligation to modify the social name and register said
modification with the register of legal entities no later than June 9, 1999. In
the event that the Buyers fail to comply with this obligation, they shall pay
Sellers the sum of $100,000 US Dollars by way in indemnification.

                                      -74-

The Buyers shall pay an additional penalty in the amount of Five Thousand
Dollars ($5,000) per month or a fraction thereof for as long as Buyers use the
name Sodak Gaming Peru, S.A.C. Payment of such amount shall in no form or
fashion constitute license to use the name.

The Buyers agree that in the future any name that shall be used for the Company,
shall not include the name Sodak or any term that is phonetically similar. The
Guarantor also agrees not to directly or indirectly with any of the companies in
which he has an economic interest to use the name Sodak, Sodak Gaming Peru or a
phonetic denomination that is similar.

TWELVTH: EXHIBITS OF THE CONTRACT
The Buyers declare having received to their entire satisfaction the following
documents as Exhibits which are a part of this contract:
     a)   A list of all the agreements entered into by the Company (Exhibit A)
     b)   A list of all the licenses or authorizations (Exhibit B)
     c)   A list of all slot machines that are owned by the Company (Exhibit (C)
     d)   A list of all the accounts and balances of the Company (Exhibit (D)
     e)   A report corresponding to the process of investigation realized by the
          Buyers (Exhibit E)

THIRTEENTH: DOMICILE
The Parties declare that their addresses are those indicated in the introduction
to the present document.

FOURTEENTH: ARBITRATION
Any discrepancy, ambiguity, or controversy that could result in the
interpretation and/or execution of the contract, including its nullity or
invalidity shall be resolved by arbitration with three arbitrators, one named by
each party, the third named by the two named arbitrators. Arbitration shall be
conducted pursuant to the rules of arbitration of the National and International
Center of Arbitration of the Chamber Of Commerce of Lima to which the parties
consent and submit themselves to.

                                        Lima, December 15, 1998

                                      -75- 

Basic Info X:

Name: SECOND: OBJECT OF THE CONTRACT
Type: Second: Object of the Contract
Date: March 30, 1999
Company: SODAK GAMING INC
State: South Dakota

Other info:

Date:

  • December 9 , 1998
  • January 31 , 1999
  • January 15 , 1999
  • June 9 , 1999
  • December 15 , 1998

Organization:

  • SG International , Inc.
  • Shareholder Number of Shares Sodak Gaming International , Inc.
  • S.G. International , Inc. 1 Julio Enrique Guadalupe Bascones 1 Total
  • Buyer Number of Shares Fincorp 109,268 Salvador Berty Falcon Goryn 2 Total
  • Sodak Gaming Peru S.A.C.
  • defense of Sellers
  • National Casino Commission
  • National Commission of Casinos
  • National and International Center of Arbitration of the Chamber Of Commerce of Lima

Location:

  • South Dakota
  • San Isidro
  • Nevis
  • Peru
  • Lima

Money:

  • $ 136,500 US dollars
  • $ 1,200,000 US dollars
  • $ 407,802
  • $ 100,000
  • $ 5,000

Person:

  • Victor Andres Belaunde
  • Michael Jon Irwin
  • Julio Enrique Guadalupe Bascones
  • Victor Andres Belaundre
  • Salvador Berty Falcon Goryn
  • Alan Azizollahoff Gate
  • Alfredo Salazar

Percent:

  • thirty percent