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                                  Exhibit 10.1

                                 SIXTH AMENDMENT
                               TO CREDIT AGREEMENT

         This Sixth Amendment to Credit Agreement (this "Amendment") is entered
into this 23rd day of October, 2002, by and between FIFTH THIRD BANK, an Ohio
banking corporation (the "Bank"), and INTERLOTT TECHNOLOGIES, INC., a Delaware
corporation (the "Borrower").

         WHEREAS, Bank and Borrower entered into that certain Credit Agreement
dated as of January 25, 2001, as amended by the First Amendment to Credit
Agreement dated January 25, 2001, the Second Amendment to Credit Agreement dated
April 12, 2001, the Third Amendment to Credit Agreement dated May 31, 2001, the
Fourth Amendment to Credit Agreement dated October 3, 2001, and the Fifth
Amendment to Credit Agreement dated March 21, 2002 (as amended, the
"Agreement"); and

         WHEREAS, Bank and Borrower desire to amend the Agreement, pursuant to
the terms and conditions set forth herein.

         NOW THEREFORE, intending to be legally bound, the parties hereto agree
as follows:

         1.       Amendments.
                  -----------

         (a)      Section 2.1(a) of the Agreement is hereby amended and restated
                  in its entirety as follows:

                  (a) Subject to the terms and conditions hereof, Bank hereby
                  extends to Borrower a line of credit facility (the "Facility")
                  under which Bank will make loans (the "Revolving Loans") to
                  Borrower at Borrower's request from time to time during the
                  term of this Agreement in amounts not exceeding the lesser of
                  (A) Thirty Million Dollars ($30,000,000.00) less Letter of
                  Credit Liabilities or (B) the sum of (i) 85% of the net amount
                  of Borrower's Eligible Accounts plus (ii) the lesser of (a)
                  50% of the net amount of Borrower's Eligible Inventory or (b)
                  Four Million Five Hundred Thousand Dollars ($4,500,000.00)
                  plus (iii) 70% of the net amount of Borrower's Eligible Lease
                  Payments (subject to Section 4.12 hereof) less (iv) Letter of
                  Credit Liabilities. Notwithstanding the foregoing, Bank may
                  create and maintain reserves taken as reductions of Revolving
                  Loan availability (the "Reserves") from time to time based on
                  such credit and collateral considerations as Bank may
                  commercially reasonably deem appropriate, including but not
                  limited to a reserve taken in connection with the potential
                  liability of Bank arising out of any interest rate swap
                  agreements with Borrower (the "Swap Reserve"). Subject to the
                  foregoing, Borrower may borrow, prepay, and reborrow under the
                  Facility, provided that the principal amount of all Revolving
                  Loans outstanding at any one time under the Facility will not
                  exceed Thirty Million Dollars ($30,000,000.00) less the Letter
                  of Credit Liabilities, and less the Swap Reserve, if any. If
                  the amount of Revolving Loans outstanding at any time under
                  the Facility


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                  exceeds the limits set forth above, Borrower will immediately
                  pay the amount of such excess to Bank in cash, provided
                  however if the excess results from the Bank taking Reserves
                  which had not been previously taken or from Bank deeming
                  previously Eligible Accounts, Eligible Inventory or Eligible
                  Lease Payments to be no longer eligible, then Borrower will,
                  within two (2) days of written notice from Bank, pay the
                  amount of the excess to Bank in cash. In the event Borrower
                  fails to pay such excess, Bank may, in its discretion, setoff
                  such amount against Borrower's accounts at Bank.

         (b)      Section 5.7 of the Agreement is hereby amended and restated in
                  its entirety as follows:

                           5.7 SHARE INTEREST; DISTRIBUTIONS. Except as
                  otherwise permitted below, Borrower will not (a) declare or
                  pay any distributions excepting dividends to equity
                  shareholders (provided however dividends to equity
                  shareholders may not be made at such time as there is an Event
                  of Default and an Event of Default is Continuing or where such
                  dividend shall cause an Event of Default), (b) make any
                  payments of any kind to its shareholders (including, without
                  limitation, debt repayments, payments for goods or services or
                  otherwise, but excluding ordinary salary payments to
                  shareholders employed by Borrower and dividends to
                  shareholders), or (c) redeem any shares of its equity
                  interests in any fiscal year except for the redemption on or
                  about April 1, 2001 or at any time thereafter of all the
                  issued and outstanding preferred stock of Borrower for a
                  redemption price of $1,350,000.00 (the "Preferred Share
                  Redemption"). Notwithstanding anything to the contrary in this
                  Agreement or in any of the other Loan Documents, Borrower
                  shall be permitted to redeem or otherwise purchase or acquire
                  any of its shares of equity interests, and to make payments
                  therefor, as long as: (i) such payments do not exceed
                  $2,000,000.00 in the aggregate; (ii) no Event of Default is
                  Continuing; (iii) no Event of Default would result from the
                  payment by Borrower for such shares; and (iv) Borrower's
                  available credit under the Facility (measured as of the last
                  day of each of the three months preceding the date on which
                  the proposed payment is to be made and measured immediately
                  before such payment as of the date on which the proposed
                  payment is to be made) equals or exceeds $2,000,000.00 plus
                  the amount of such payment (subject to any adjustment in such
                  sum now or hereafter agreed to by Bank and Borrower).

         (c)      Section 5.13 of the Agreement is hereby amended and restated
                  in its entirety as follows:


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                           5.13 MINIMUM TANGIBLE NET WORTH. Borrower will not
                  permit its Tangible Net Worth to be less than the amounts set
                  forth below on the dates set forth below:

                  Date                                  Minimum Amount

                  9/30/02                                $16,300,000
                  12/31/02                               $16,657,000
                  3/31/03                                $17,162,000
                  6/30/03                                $17,404,000
                  9/30/03                                $17,436,000
                  12/31/03                               $17,436,000
                  3/31/04                                $17,436,000

         (d)      The definition of "Funded Debt" at EXHIBIT 1 to the Agreement
                  is hereby amended and restated in its entirety as follows:

                  "Funded Debt" means the sum of Borrower's Obligations to Bank
                  or any other lender or financial institution for borrowed
                  money, including capitalized leases, and Subordinated Debt,
                  and the total amount of outstanding debt of Borrower incurred
                  in acquiring the assets of On-Point, as reflected on
                  Borrower's balance sheet.

         (e)      The definition of "Indebtedness" at EXHIBIT 1 to the Agreement
                  is hereby amended and restated in its entirety as follows:

                  "Indebtedness" means (a) all items (except items of capital
                  stock, of capital surplus, of general contingency reserves or
                  of retained earnings, deferred income taxes, and amount
                  attributable to minority interests, if any) which in
                  accordance with generally accepted accounting principles would
                  be included in determining total liabilities on a consolidated
                  basis as shown on the liability side of a balance sheet as at
                  the date as of which indebtedness is to be determined, (b) all
                  indebtedness secured by any mortgage, pledge, lien or
                  conditional sale or other title retention agreement to which
                  any property or asset owned or held is subject, whether or not
                  the indebtedness secured thereby will have been assumed
                  (excluding non-capitalized leases which may amount to title
                  retention agreements but including capitalized leases), and
                  (c) all indebtedness of others which Borrower or any
                  Subsidiary has directly or indirectly guaranteed, endorsed
                  (otherwise than for collection or deposit in the ordinary
                  course of business), discounted or sold with recourse or
                  agreed (contingently or otherwise) to purchase or repurchase
                  or otherwise acquire, or in respect of which Borrower or any
                  Subsidiary has agreed to apply or advance funds (whether by
                  way of loan, stock purchase, capital contribution or
                  otherwise) or otherwise to become directly or indirectly
                  liable.

         2.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. To
                  induce Bank to enter into this Amendment, Borrower represents
                  and warrants as follows:


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         (a)      The representations and warranties of Borrower contained in
                  Section 3 of the Agreement are deemed to have been made again
                  on and as of the date of execution of this Agreement, and are
                  true and correct as of the date of execution hereof; provided,
                  however, that the representations and warranties set forth in
                  Section 3.3 of the Agreement are hereby amended to incorporate
                  references to litigation involving the Borrower of which the
                  Borrower has advised Bank since the date of the Agreement.

         (b)      The person executing this Amendment is a duly elected and
                  acting officer of Borrower and is duly authorized by the Board
                  of Directors of Borrower to execute and deliver this Amendment
                  on behalf of Borrower.

         3.       GENERAL.

         (a)      Except as expressly modified hereby, the Agreement remains
                  unaltered and in full force and effect. Borrower acknowledges
                  that Bank has made no oral representations to Borrower with
                  respect to the Agreement and this Amendment thereto and that
                  all prior understandings between the parties are merged into
                  the Agreement as amended by this Amendment. All Loans
                  outstanding on the date of execution of this Amendment shall
                  be considered for all purposes to be Loans outstanding under
                  the Agreement as amended by this Amendment.

         (b)      Capitalized terms used and not otherwise defined herein will
                  have the meanings set forth in the Agreement.

         (c)      This Amendment shall be considered an integral part of the
                  Agreement, and all references to the Agreement in the
                  Agreement itself or any document referring thereto shall, on
                  and after the date of execution of this Amendment, be deemed
                  to be references to the Agreement as amended by this
                  Amendment.

         (d)      This Amendment will be binding upon and inure to the benefits
                  of Borrower and Bank and their respective successors and
                  assigns.

         (e)      All representations, warranties and covenants made by Borrower
                  herein will survive the execution and delivery of this
                  Amendment.

         (f)      This Amendment will, in all respects, be governed and
                  construed in accordance with the laws of the State of Ohio.

         (g)      This Amendment may be executed in one or more counterparts,
                  each of which will be deemed an original and all of which
                  together constitute one and the same instrument.


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IN WITNESS WHEREOF, Borrower and Bank have executed this Amendment by their duly
      authorized officers as of the date first above written.

                                            INTERLOTT TECHNOLOGIES, INC.


                                            By:
                                               -----------------------------

                                            Its:
                                                ------------------------------

                                            FIFTH THIRD BANK


                                            By:
                                               -----------------------------

                                            Its:
                                                ------------------------------

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