<PAGE>   1
                                                                    EXHIBIT 10.1


                           BUSINESS SERVICES AGREEMENT

         This Business Services Agreement (the "Agreement") is entered into by
and between GTECH Corporation, with a principal business address of 55
Technology Way, West Greenwich, Rhode Island 02817 ("GTECH") and Donald
Stanford, an individual, with a residence address of 51 Dryden Avenue,
Pawtucket, Rhode Island 02860 (Consultant").

                                   WITNESSETH

         WHEREAS, GTECH and Consultant desire to enter into a Business Services
Agreement upon the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereby agree as follows:

1.       RETENTION OF CONSULTANT.

1.1      GTECH hereby retains Consultant and Consultant hereby accepts such
         retainer, to provide business services as specified in Section 2 hereof
         (collectively, the "Services"). The Services shall be provided on a
         full-time basis. Accordingly, Consultant agrees to be available to
         perform an average of 100 hours of Services per month during the term
         hereof.

1.2      The Services will be provided by Consultant as directed by the Chief
         Executive Officer ("CEO") or his designee (each an "Authorized
         Representative"). GTECH will advise Consultant, orally or in writing,
         through one of its Authorized Representatives, of any additions or
         other changes to the list of Authorized Representatives. In addition,
         at GTECH's request through one of its Authorized Representatives,
         Consultant will provide the Services described herein on behalf of
         GTECH Holdings Corporation and one or more GTECH direct or indirect
         subsidiaries and affiliates (GTECH Holdings Corporation and such GTECH
         subsidiaries and affiliates hereinafter referred to individually as an
         "Affiliate", and collectively as "Affiliates"). Consultant agrees that
         the Services will be performed personally by Donald Stanford.

2.       SCOPE OF SERVICES.

2.1      The Services to be provided by Consultant hereunder at GTECH's request
         will include, but not be limited to, the following activities:

         (a)      Service as a GTECH Fellow, with a primary focus on the
                  technology systems new architecture, the technology strategy,
                  customer communication and promoting GTECH's technology
                  vision;

         (b)      Consultation and advice on the development of the technology
                  vision;
<PAGE>   2
         (c)      Identification of future opportunities in technology with the
                  potential to provide new growth opportunities for GTECH;

         (d)      Promotion of GTECH's industry leadership position and the
                  redefinition of GTECH's market dominance, at the request of
                  GTECH's CEO and Corporate Leadership Council ("CLC");

         (e)      other tasks and services normally performed by business
                  services consultants; and

         (f)      providing all services and assistance necessary and
                  appropriate to effectively perform the foregoing duties.

         The CEO and Consultant will mutually agree on the 2-3 primary areas of
         focus for each six (6) month period of this Agreement. To the extent
         Consultant requires the use of GTECH property to perform the Services
         hereunder, such as a laptop, cell phone and other items reasonably
         required, Consultant shall inform GTECH and GTECH, in its discretion,
         may provide Consultant with the use of such GTECH property without cost
         to Consultant.

3.       COMPENSATION.

3.1      In compensation for Consultant's Services hereunder, GTECH will pay the
         Consultant, in twelve equal installments, $350,000.00 per year for the
         duration of the Agreement, beginning on a date thirty (30) days from
         the commencement of services under this Agreement. Consultant must
         invoice GTECH at the end of each period to receive compensation.

3.2      Consultant shall be liable for all taxes arising with respect to the
         compensation received by him hereunder, including but not limited to
         federal and state income taxes. Consultant shall comply with all
         applicable laws and regulations in connection with payments received by
         him hereunder, including without limitation, submitting to the
         applicable authorities all documents and invoices as may be required to
         be submitted under applicable laws and regulations, and payment of all
         taxes owed on a timely basis.

4.       EXPENSES.

         GTECH agrees to reimburse Consultant for all reasonable and necessary
         expenses incurred by Consultant on GTECH's behalf and in furtherance of
         Consultant's Services hereunder, provided that all such expenses have
         been approved by an Authorized Representative prior to their being
         incurred. "Reasonable and necessary expenses" may include but are not
         limited to travel costs for trips which have been approved in advance
         by an Authorized Representative. Expenses shall be reimbursed at
         Consultant's cost. GTECH shall reimburse Consultant in accordance with
         GTECH policy as would be applicable to a senior executive of GTECH.
         Reimbursement of Consultant's expenses


                                     - 2 -
<PAGE>   3
         shall be made upon submission to GTECH of receipts or vouchers
         verifying disbursements in sufficient detail to identify the nature and
         amount of each expense incurred.

5.       NO PRESS RELEASES.

         Consultant will not issue any written or oral statement or other
         communication to any press or other media organization concerning GTECH
         or the Affiliates; the Services provided by Consultant on behalf of
         GTECH; the gaming, lottery or other industries in which GTECH and the
         Affiliates participate; or any other matter related to GTECH or its
         businesses, unless such communication is approved in advance by an
         Authorized Representative in writing.

6.       TERM.

         Subject to earlier termination pursuant to Section 7 below, the term of
         this Agreement will commence on the Termination Date of the Severance
         Agreement and Release being executed contemporaneously with this
         Agreement (the "Severance Agreement"), and will expire at 11:59 pm
         Eastern United States time on a day three (3) years thereafter. The
         term of this Agreement may be extended prior to its expiration by
         mutual written agreement of the parties for one or more successive one
         (1) year periods.

7.       TERMINATION.

         GTECH may terminate this Agreement immediately at any time in the event
         of the occurrence of any of the following: (i) conviction of Consultant
         of a felony or of any crime involving gambling, fraud, deceit, theft or
         dishonesty; (ii) Consultant's negligent performance of, inability or
         failure to perform his obligations hereunder; (iii) Consultant's
         insolvency, filing of a voluntary bankruptcy or failure to obtain the
         dismissal of an involuntary bankruptcy petition within thirty (30) days
         of its filing; (iv) Consultant's material breach of this Agreement; (v)
         the death, disability or other inability of Consultant to perform
         Services hereunder. A termination under this Section 7 will be
         effective upon the provision of written notice thereof; provided,
         however, that any termination under subsection (ii) or (v) (excluding
         the death of Consultant, which operates as an immediate termination
         without any continuing payment obligations under this Section 7) only
         within three (3) years of the commencement of this Agreement shall not
         relieve GTECH of the obligation to continue payments in accordance with
         Section 3.1 hereof for the balance of the initial term (three (3) years
         in total) remaining at the time of such termination.

8.       CONFIDENTIALITY.

         Consultant acknowledges a duty of confidentiality owed to GTECH and the
         Affiliates. Except as may be specifically authorized in advance by an
         Authorized Representative in writing, Consultant will not, at any time
         during or after the term of this Agreement, retain in writing, use,
         divulge, furnish or make accessible to anyone, or use for his own
         benefit


                                     - 3 -
<PAGE>   4
         or for the benefit of others, any information in any form obtained or
         received by him under or in connection with this Agreement, relating to
         GTECH, the Affiliates or to its or their actual or proposed technology,
         products, services, customers, markets, plans and strategies or
         business ("Confidential Information"), generally, except information
         which through no fault of Consultant becomes generally known in the
         lottery or gaming industries, information received by Consultant in
         good faith from a third party having a prior right to make such
         disclosure and information already known to Consultant at the time of
         its disclosure by GTECH ("Confidential Information"). Consultant
         acknowledges and agrees that all Confidential Information is and will
         remain the exclusive and valuable property of GTECH and that Consultant
         will not gain any interest in Confidential Information by reason of
         this Agreement. Upon termination of this Agreement or on earlier
         request by GTECH, Consultant will immediately return to GTECH any and
         all records containing Confidential Information. The terms of this
         Section 8 indefinitely survive the expiration or earlier termination of
         this Agreement.

9.       NONCOMPETITION.

         For so long as Consultant is retained hereunder, and for a period of
         six (6) years thereafter, and in addition to the non-competition
         obligations contained in the Severance Agreement, and Consultant will
         not, directly or indirectly or alone or in conjunction with others: (i)
         become engaged in, associated in any capacity with, provide services to
         (including but not limited to services which are in any way similar to
         the Services required to be provided hereunder), or acquire a financial
         interest in, any entity other than GTECH which is engaged in the
         lottery or gaming businesses, provided that Consultant's ownership as a
         passive investor of less than one percent (1%) of the issued and
         outstanding stock or equity, or $100,000 principal amount of any debt
         securities, of any corporation, partnership or entity engaged in the
         lottery and gaming business shall be permitted; or (ii) engage in or
         participate in any effort to disturb any business relationship between
         GTECH and its employees, suppliers, distributors, dealers, customers
         and other business associates. This Section 9 shall not supersede any
         noncompetition provision contained in any other prior agreements
         between Consultant and GTECH or Affiliates.

10.      REPRESENTATIONS AND WARRANTIES.

10.1     Consultant hereby represents and warrants that acceptance of his
         appointment hereunder does not breach, and the performance of his
         duties hereunder will not breach, any duty owed by Consultant to any
         other person, firm, corporation, partnership, association or other
         business entity. Consultant agrees that he will indemnify GTECH and
         hold it harmless from any claims, demands, costs, judgments,
         liabilities or losses incurred as the result of his breach of this
         warranty. The terms of this Section indefinitely survive the expiration
         or earlier termination of this Agreement.

10.2     Consultant represents and warrants that neither any part of the
         compensation or any other amount Consultant may receive hereunder, nor
         any other funds or things of value, have been or will be offered, paid
         or promised, nor will Consultant authorize any such offer,


                                     - 4 -
<PAGE>   5
         payment or promise, directly or indirectly, to any person who is an
         official, member, employee or agent of any government, including
         executive, legislative, administrative or judicial branch thereof
         ("Government") for the purpose of inducing such person to (i) use his
         influence with the Government or (ii) fail to perform his official
         functions, in either case to assist GTECH or Consultant in obtaining or
         retaining business for or with, or directing business to, any person or
         influencing legislation or regulations in any jurisdiction.

10.3     Consultant covenants and warrants that he will not make any political
         contributions on GTECH's or an Affiliate's behalf.

11.      STATUS OF PARTIES.

         Consultant and GTECH acknowledge that nothing in this Agreement will
         create the relationship of employer and employee, partners, principal
         and agent, or joint ventures between GTECH and Consultant. Consultant
         will be an independent contractor of GTECH, and will not have the
         authority to bind GTECH, nor will Consultant represent to any person
         that he has such authority.

12.      POLICIES AND PROCEDURES.

         Consultant agrees to fully comply at all times with the GTECH Holdings
         Corporation Conflict of Interest and Ethical Conduct Policies and
         Procedures, a copy of which is attached hereto as Exhibit A and made a
         part hereof, and any subsequent modifications thereto of which
         Consultant is notified. Upon execution of this Agreement, Consultant
         agrees to deliver to GTECH a completed Consultant Representation,
         Warranty and Annual Certification in the form of Exhibit B attached
         hereto.

13.      NO SUBCONTRACT OR ASSIGNMENT.

13.1     Consultant agrees that he will not subcontract or assign this
         Agreement, in whole or in part, to any other person or entity without
         the prior specific written approval of an Authorized Representative.

13.2     Consultant agrees to devote the entirety of his business time and
         attention, skill, undivided loyalty, and best efforts to the faithful
         performance of his duties hereunder. Notwithstanding the above and to
         the extent that the activities do not conflict with his duties to
         GTECH, Consultant shall not be precluded from performing unpaid work on
         behalf of charitable organizations or management of Consultant's
         personal assets.

14.      MISCELLANEOUS.

14.1     The validity, interpretation and enforcement of this Agreement will be
         governed by the laws of the State of Rhode Island. Consultant
         irrevocably consents to and expressly agrees that any disputes arising
         from this Agreement will be adjudicated in the courts of


                                     - 5 -
<PAGE>   6
         the State of Rhode Island and the federal courts therein, and the
         parties each agree to the exclusive jurisdiction of such courts.

14.2     This writing represents the entire agreement and understanding of the
         parties with respect to the subject matter hereof, and supersedes any
         prior written or oral agreements and understandings of the parties in
         respect thereto, but not including any prior written agreements between
         Consultant and GTECH or Affiliates relating to Consultant's employment.

14.3     In the event that any one or more provisions of this Agreement are held
         to be invalid, illegal or unenforceable in any respect, such
         invalidity, illegality or unenforceability will not affect the
         enforceability of any other provisions of this Agreement. If any one or
         more of the provisions contained herein are held to be excessively
         broad as to duration, scope, activity or subject, such provision(s)
         will be construed, by limiting or reducing the same, so as to be
         enforceable to the extent compatible with the applicable law.

14.4     This Agreement will not be modified except in writing signed by both
         parties hereto.

14.5     No waiver of any provisions of this Agreement will be effective unless
         agreed to in writing by the party against whom such waiver is sought to
         be enforced. Waiver of any default or breach hereunder will not
         constitute a waiver of any other default or breach whether similar or
         otherwise.

14.6     This Agreement will be binding upon and inure to the benefit of GTECH,
         its legal representatives and assigns, and upon Consultant, his legal
         representatives and permitted assigns.

14.7     This Agreement will be assignable by GTECH, in whole or in part, to any
         Affiliate thereof or to any successor to any portion of GTECH's
         business relating to this Agreement.

14.8     Any notice required to be sent by one party to the other in accordance
         with this Agreement must be in writing and delivered by hand or sent by
         certified mail, return receipt requested, to the address set forth
         above, or to such other address as may be specified by like notice from
         time to time.

14.9     This Agreement may be executed in one or more counterparts, each of
         which will be deemed an original and all of which, collectively, will
         constitute one and the same Agreement.



                                     - 6 -
<PAGE>   7
IN WITNESS WHEREOF, the parties hereto have, by their duly authorized
representatives, executed this Agreement.

GTECH CORPORATION                             DONALD STANFORD



By:  /s/ Howard S. Cohen                      By:  /s/ Donald L. Stanford
    ------------------------------                -----------------------------
       Howard S. Cohen
       Chief Executive Officer                Date:  May         24        2001
                                                   ----------------------------
                                                    (mo.)      (day)      (yr.)
Date:  May         21        2001
     ----------------------------
      (mo.)      (day)      (yr.)







                                     - 7 -
<PAGE>   8
                                                                       Exhibit A

                   GTECH HOLDINGS CORPORATION AND SUBSIDIARIES

                             POLICIES AND PROCEDURES

                    CONFLICT OF INTEREST AND ETHICAL CONDUCT

I.       PURPOSE

         The purpose of this document is to set forth GTECH's Policies and
Procedures respecting conflicts of interest and ethical conduct.

II.      IN GENERAL.

         (a)      APPLICATION. These Policies and Procedures apply to all
                  Employees and, when acting for an on behalf of GTECH, all
                  Consultants.

         (b)      DEFINITIONS. For purposes of these Policies and Procedures,
                  the following terms shall have the respective meanings set
                  forth below:

                  (i)      "CONSULTANT" shall include all non-Employees of GTECH
                           providing consulting or advisory services to GTECH.

                  (ii)     "EMPLOYEE" shall include all individuals who are
                           employees of GTECH.

                  (iii)    "GTECH" shall mean GTECH Holdings Corporation and any
                           and all of its direct or indirect subsidiaries.

III.     CONFLICT OF INTEREST

         (a)      GENERAL POLICY. It is GTECH's policy that all decisions made
                  by Employees and Consultants in the course of their employment
                  or consulting agreements be made solely on the basis of the
                  best interests of GTECH. Employees and Consultants must use
                  their best efforts to ascertain that decisions which they are
                  called upon to make are in the best interests of GTECH and
                  must avoid any association or relationship which would
                  influence (or give the appearance of influencing) a decision
                  to be made on other than the basis of GTECH's best interests.

         (b)      SPECIFIC POLICIES. Specific policies are as follows:

                  (i)      COMPETITIVE BEHAVIOR. No Employee or Consultant may
                           engage in any behavior which competes with GTECH in
                           any manner whatsoever. No Employee or Consultant may
                           have any direct or indirect interest in (or serve as
                           an employee, director, officer, consultant or agent
                           to) any
<PAGE>   9
                           corporation or other entity which competes or seeks
                           to compete with GTECH in any business or product
                           line. Nor shall any Employee or Consultant directly
                           or indirectly assist any person or entity to compete
                           with GTECH. (An exception is that Employees or
                           Consultants may have an investment interest in the
                           publicly traded securities of a GTECH competitor
                           provided that such investment (when aggregated with
                           all holdings of such Employee's household or
                           immediate family) is less than 1% of the issued and
                           outstanding securities of such competitor.)
                           Consultants shall disclose to GTECH all employment,
                           management participation or directorships with any
                           organization other than GTECH. If such employment,
                           management participation or directorship is performed
                           at the direction of or on behalf of Consultant by
                           Consultant's employees, Consultant shall be
                           responsible for promptly making said disclosure on
                           behalf of said employees.

                  (ii)     INTERESTED TRANSACTIONS. No Employee or Consultant
                           may work on, or direct the work of others on, any
                           transaction involving GTECH in which he has any
                           personal or other financial interest other than that
                           of an Employee or Consultant and/or shareholder of
                           GTECH, provided however, that: (A) upon full
                           disclosure of the nature and extent of such interest,
                           GTECH may approve exceptions to this rule in
                           circumstances where the best interests of GTECH will
                           not be adversely affected, and (B) Employees and
                           Consultants may have an investment interest in the
                           publicly traded securities of an entity with which
                           GTECH is transacting business provided that such
                           investment (when aggregated with all holdings of such
                           Employee's household or immediate family) is less
                           than 1% of the issued and outstanding securities of
                           such entity. Accordingly, subject to the above,
                           Employees and Consultants may not receive a finder's
                           fee, commission or other compensation from any third
                           party for any transaction involving GTECH.

                  (iii)    BUSINESS OPPORTUNITIES. No Employee or Consultant may
                           take personal advantage of a business opportunity
                           that is developed while in the course of such
                           individual's employment or that is otherwise
                           rightfully an opportunity that is GTECH's.

                  (iv)     CONFIDENTIALITY. Consultants and Employees must
                           maintain all non-public information concerning GTECH
                           (and any customer, supplier or other entity with whom
                           GTECH does business or with whom GTECH is considering
                           entering into a transaction) in confidence and must
                           not use such information for their own benefit or to
                           the detriment of GTECH's best interests or disclose
                           it to others, directly or indirectly, except as
                           required in the performance of their regular duties
                           for GTECH.



                                     - 2 -
<PAGE>   10
                  (v)      GAMES. No Employee or Consultant shall during the
                           period of employment or consulting engagement,
                           participate in any lottery game marketed or provided
                           by GTECH and all such persons are prohibited from
                           claiming or receiving any benefit as a result of such
                           prohibited participation. Employees and Consultants
                           are to advise their household and immediate family
                           members that they may be similarly restricted by
                           state laws, regulations and our contracts in the
                           various jurisdictions. Each Employee and Consultant
                           shall do all things necessary to comply with all
                           applicable laws and contracts between GTECH and
                           others pertaining to any said Lottery.


IV.      ETHICAL CONDUCT

         (a)      GENERAL POLICY. It is GTECH's policy always to conduct its
                  activities in full compliance with all applicable laws. The
                  use of GTECH funds or assets for any unlawful or unethical
                  purposes is strictly prohibited.

         (b)      SPECIFIC POLICIES. Specific policies are as follows:

                  (i)      IMPROPER PAYMENTS. No Employee or Consultant shall
                           make or accept (or shall consent to the making or the
                           acceptance of) any improper payment of money or
                           property whatsoever in connection with his employment
                           or consultancy. (See the GTECH Government Relations
                           Policies and Procedures for application of this
                           policy in the context of Government Officials.)

                  (ii)     GIFTS AND FAVORS. No Employee or Consultant shall
                           give or accept any significant gift or favor to or
                           from any person or organization which is doing
                           business with GTECH and under no circumstances may it
                           exceed $100 in fair market value unless approved in
                           writing by the Vice President of Compliance. Whether
                           a gift or favor is significant depends on whether or
                           not it represents more than token value to the
                           intended recipient and whether or not it might
                           reasonably be expected to place the intended
                           recipient under some obligation to the donor. Any
                           doubts about the significance of a gift or favor
                           should be resolved by not giving or accepting same.
                           (Gifts to and entertainment of Government Officials
                           may only be made if and to the extent permitted by
                           the GTECH Government Relations Policies and
                           Procedures.)

                  (iii)    UNAUTHORIZED USE OF ASSETS. No Employee or Consultant
                           shall make any unauthorized use of GTECH's funds,
                           assets, facilities, or personnel.

                  (iv)     IMPROPER ACCOUNTING PRACTICES.



                                     - 3 -
<PAGE>   11
                           (a)      No Employee or Consultant shall establish or
                                    maintain any undisclosed or unrecorded fund
                                    or asset for any purpose whatsoever. No
                                    false, incomplete or misleading records
                                    shall be made, and no undisclosed or
                                    unrecorded corporate funds shall be
                                    established for any purpose, nor should
                                    GTECH funds be placed in any personal or
                                    non-corporate account.

                           (b)      No Employee or Consultant shall make or
                                    cause to be made any improper or fraudulent
                                    entry in the books or records of GTECH.

                           (c)      No Employee or Consultant shall make or
                                    cause to be made any payment on behalf of
                                    GTECH with the intention or understanding
                                    that any part of such payment is to be used
                                    for any purpose other than that disclosed by
                                    the documents supporting the payment.

                  (v)      BIDDING COLLUSION. No Employee or Consultant shall
                           assist or cause GTECH to collude with any third party
                           (whether as to bidding, price or otherwise) with
                           respect to any advertised, competitive, or other
                           procurement or other business opportunity, nor shall
                           any Employee or Consultant assist or cause any third
                           party to so collude against GTECH.


V.       APPLICATION OF THE POLICIES.

         The Specific Policies set forth in Section III (b) and Section IV (b)
are not intended to be exhaustive and in any given situation an individual may
be required to exercise his or her best judgment as to whether he or she is
acting in compliance with the General Policies set forth as Section III (a) and
Section IV (a) above. Questions regarding interpretation of the General Policies
or their application to particular situations should be directed to the Legal
Department.


VI.      COMPLIANCE AND DISCIPLINE.

         At least annually, each employee and Consultant (and, if a Consultant
is a corporation, partnership or other entity, each individual employed by the
Consultant that is principally responsible for performing or overseeing the
Consultant's work) shall be required to execute and return to GTECH in
accordance with its terms an Annual Certification in the form of Exhibit A
hereto (or in such other form as may be adopted by GTECH in the future) by which
individual shall certify his or her continued compliance with these Policies and
Procedures (or shall set forth how he or she is not in compliance).

         Employees and Consultants are obliged to report all violations of these
Polices and Procedures of which they become aware to the Vice President,
Compliance. In order to encourage Employees and Consultants to satisfy their
obligations in this regard, it is imperative


                                     - 4 -
<PAGE>   12
that they be assured that they may raise concerns and report misconduct without
fear of retribution. Accordingly, no supervisor or other Employee is permitted,
directly or indirectly, to retaliate, threaten to retaliate or encourage others
to retaliate, against any Employee or Consultant for reporting a violation of
these Policies and Procedures to the Vice President, Compliance. Upon receiving
a report alleging a violation of these Policies and Procedures, the Vice
President, Compliance shall conduct such investigations as may be necessary or
appropriate to ascertain the facts surrounding the alleged violation and shall
advise the Legal Department accordingly.


VII.     ADDITIONAL INFORMATION.

         Please contact the Vice President, Compliance or the Legal Department
for additional information and/or clarification respecting any of the Policies
and Procedures set forth above or their application to any specific
circumstance.









                                     - 5 -
<PAGE>   13
                                                                       Exhibit B

                      GTECH GOVERNMENT RELATIONS CONSULTANT
                REPRESENTATION, WARRANTY AND ANNUAL CERTIFICATION


A.       Representation and Warranty.

I represent and warrant that the following statements are accurate:

1. I am not and am not related (immediate family) to a Government Official (as
defined in the Policies and Procedures) nor is any member or officer of my firm.

2. I am not subject to the influence of any Government Official or any official
or employee of a political party. Neither I nor any member or officer of my firm
is an elected official of a political party.

3. I hold no directorship, officership or other position (including registered
lobbyist) with any corporation or other organization (publicly or privately
owned, not-for-profit, governmental, and regulatory), except those as to which I
have notified GTECH in writing.

4. Neither I nor any member or officer of my firm has breached any obligation of
confidentiality in the discharge of responsibilities to GTECH. Neither I, nor
any member of my immediate family has any financial interest, direct or
indirect, in any entity with which GTECH does business.

5. I or my firm have retained the entire amount of all fees paid to me by GTECH.
Neither I nor any member or officer of my firm has made no payment or
contribution of any kind in violation of the Policies and Procedures.

6. Neither I nor any member or officer of my firm has entered into any agreement
or understanding with any Government Official or entity with which GTECH
transacts business to receive any future benefit, financial or otherwise, or
political appointment.

7. To the best of my knowledge: (a) I have advised GTECH of all activities which
I have undertaken or of which I am aware which would impose upon GTECH any
requirement to report or to file with any jurisdiction, and (b) it is not a
violation of any applicable law for me or my firm to accept any fee paid under
the Consulting Agreement.

8. I have been provided with and fully understand the Policies and Procedures
applicable to me as a Government Relations Consultant.

9. I and my firm are in full compliance with all reporting and other legal
requirements relating to services provided to GTECH and I have provided copies
to GTECH of all reports, registrations and other filings required of me or my
firm in such connection.
<PAGE>   14
B.       Certification.


I HEREBY CERTIFY THAT, EXCEPT AS SET FORTH ON AN ATTACHED STATEMENT AS INDICATED
BELOW, IF ANY:

(a)      I am and have been, at all times since the effective date of the
         Business Services Agreement between myself and GTECH Corporation (the
         "Consulting Agreement"), familiar with and in full compliance with the
         "GTECH Holdings Corporation and Subsidiaries Policies and Procedures -
         Government Relations" and the "GTECH Conflict of Interest and Ethical
         Conduct Policy" (collectively, as amended, the "Policies and
         Procedures"),

(b)      the representations and warranties set forth in Section A of this
         Exhibit B are true, complete and correct as of the date hereof and have
         been true, complete and correct at all times since the effective date
         of the Consulting Agreement, and

(c)      I am not on the date hereof, nor have I ever been, in breach under the
         Consulting Agreement.

I agree to immediately notify the Vice President of Compliance at GTECH's
Corporate Headquarters, currently at 55 Technology Way, West Greenwich, Rhode
Island 02817, of any change in circumstances that would make the foregoing
certifications untrue, inaccurate, or incomplete.

[  ]     I have attached a statement.

[  ]     I have not attached a statement.



Consultant:


 /s/ Donald L. Stanford
------------------------------------
Donald Stanford



                                     - 2 -