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                                                                   Exhibit 10.23

                            THE AUTOTOTE CORPORATION
                                  KEY EXECUTIVE
                     DEFERRED COMPENSATION PLAN, AS AMENDED


                                    ARTICLE 1
                                  INTRODUCTION

1.1   PURPOSE OF PLAN

The Company has adopted the Plan set forth herein to provide a means by which
certain Eligible Individuals may elect to defer receipt of designated
percentages or amounts of their Compensation.

1.2   STATUS OF PLAN

The Plan is intended to be an unfunded "bonus program" under 29 CFR Part
2510.3-2(c) and a plan that is "unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees" within the meaning of sections
201(2) and 301(a)(3) of the Employee Retirement Income Security Act of 1974
("ERISA"), and shall be interpreted and administered to the extent possible in a
manner consistent with that intent.


                                    ARTICLE 2
                                   DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:

2.1   ACCOUNT means, for each Participant, an account maintained on the books
and records of the Company (and in the Trust) that is established for his or her
benefit under Section 5.1.

2.2   ADOPTION AGREEMENT means the Merrill Lynch Special Nonqualified Deferred
Compensation Plan for Select Employees Adoption Agreement signed by the Company
to establish the Plan and containing all the options selected by the Company, as
the same may be amended from time to time.

2.3   CHANGE OF CONTROL means the occurrence of any of the following:

      (a) any "person" as defined in section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and as used in sections 13(d) and
14(d) thereof, including a "group" as defined in section 13(d) of the Exchange
Act but excluding the Company and any subsidiary and any employee benefit plan
sponsored or maintained by the Company or any subsidiary (including any trustee
of such plan acting as trustee), directly or indirectly, becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act) of securities of the
Company representing at least 40% of the combined voting power of the Company's
then outstanding securities;

      (b) the stockholders of the Company approve a merger, consolidation,
recapitalization or reorganization of the Company, or the consummation of any
such transactions if stockholder approval is not obtained, other than any such
transaction which would result in at least 60% of the total voting power
represented by the voting securities of the Company or the surviving entity
outstanding immediately prior to such transaction being beneficially owned by
persons who together beneficially owned at least 80% of the combined voting
power of the securities of the Company outstanding immediately prior to such
transaction; PROVIDED THAT, for purposes of this paragraph (b), such continuity
of ownership (and preservation of relative


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voting power) shall be deemed to be satisfied if the failure to meet such 60%
threshold is due solely to the acquisition of voting securities by an employee
benefit plan of the Company or such surviving entity;

      (c) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the its assets (or any transaction having a similar
effect); or

      (d) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company (the
"Board"), together with any new director (other than a director designated by a
person who has entered into an agreement with the Company to effect a
transaction described in paragraph (a), (b), or (c) of this Section) whose
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election of nomination for election was previously so approved (the "Continuing
Directors"), cease for any reason to constitute a majority of the Board.

2.4   CODE means the Internal Revenue Code of 1986, as amended from time to
time. Reference to any section or subsection of the Code includes reference to
any comparable or succeeding provisions of any legislation that amends,
supplements or replaces such section or subsection.

2.5   COMPANY means the corporation referred to in the Adoption Agreement, any
successor to all or a major portion of the Company's assets or business that
assumes the obligations of the Company, and each other entity that is affiliated
with the Company, that adopts the Plan with the consent of the Company, provided
that the entity that signs the Adoption Agreement shall have the sole power to
amend this Plan and shall be the Plan Administrator if no other person or entity
is so serving at any time.

2.6   COMPENSATION has the meaning elected by the Company in the Adoption
Agreement. The definition of Compensation may differ for each Participant or
class of Participants.

2.7   DEFERRAL DATE means the date within 30 business days after the date the
Company pays end-of-year bonuses to Eligible Individuals for the Fiscal Year to
which an Elective Deferral relates (whether or not a particular Participant
receives or would be entitled to receive a bonus for such Fiscal Year) or such
other date selected by the Plan Administrator prior to the beginning of the
Fiscal Year to which an Elective Deferral relates.

2.8   DISTRIBUTION DATE means, with respect to each Elective Deferral (as
adjusted for earnings and losses) the later of: (a) (i) with respect to Elective
Deferrals made in respect of Compensation payable for the Company's 1998 Fiscal
Year, the date two years after the date as of which the Elective Deferral is
credited to the Participant's Account, (ii) with respect to Elective Deferrals
made in respect of Compensation payable for the Company's 1999 Fiscal Year, the
date one year after the date as of which the Elective Deferral is credited to
the Participant's Account, (iii) with respect to Elective Deferrals made in
respect of Compensation payable for the Company's 2000 Fiscal Year, the date two
years after the date as of which the Elective Deferral is credited to the
Participant's Account and (iv) with respect to the Company's 2001 and later
Fiscal Years, the date selected by the Participant prior to the beginning of the
Fiscal Year to which the election relates, provided such date is at least three
years after the date as of which the Elective Deferral is credited to the
Participant's Account; and (b) the date resulting from a Participant's Long Term
Deferral Election.

2.9   EFFECTIVE DATE means the date chosen in the Adoption Agreement as of which
the Plan first becomes effective.

2.10  ELECTION FORM means the participation election form as approved and
prescribed by the Plan Administrator.

2.11  ELECTIVE DEFERRAL means the portion of Compensation that is deferred by a
Participant under Section 4.1.


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2.12  ELIGIBLE INDIVIDUAL means, on the Effective Date or on any Entry Date
thereafter, each employee or non-employee director of the Company who satisfies
the criteria established in the Adoption Agreement.

2.13  ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of any legislation
that amends, supplements or replaces such section or subsection.

2.14  FISCAL YEAR2 means the 12-month period beginning each January 1 and ending
December 31.

2.15  INSOLVENT means either (a) the Company is unable to pay its debts as they
become due or (b) the Company is subject to a pending proceeding as a debtor
under the United States Bankruptcy Code.

2.16  INVESTMENT VEHICLE means a theoretical investment made available under the
Plan by the Plan Administrator from time to time in which a Participant's
Account may be deemed to be invested in accordance with Section 5.2 hereof in
order to measure the value of the Account.

2.17  LONG TERM DEFERRAL ELECTION means, with respect to each Elective Deferral
(as adjusted to reflect earnings and losses as provided for hereunder), an
election on such form as may be required by the Plan Administrator and that is
filed with the Plan Administrator, all in accordance with Section 7.1(b) hereof.

2.18  PARTICIPANT means any Eligible Individual who participates in the Plan in
accordance with Article 3.

2.19  PLAN means this Autotote Corporation Key Executive Deferred Compensation
Plan together with the Adoption Agreement and all amendments thereto.

2.20  PLAN ADMINISTRATOR means the person, persons or entity designated by the
Company in the Adoption Agreement to administer the Plan and to serve as the
agent for the "Company" with respect to the Trust as contemplated by the
agreement establishing the Trust. If no such person or entity is so serving at
any time, the Company shall be the Plan Administrator.

2.21  PLAN YEAR means the 12-month period beginning each January 1 and ending
December 31.

2.22  TOTAL AND PERMANENT DISABILITY means the failure of a Participant to
render and perform the services required of the Participant for a total of 180
days or more during any consecutive 12-month period, because of any physical or
mental incapacity or disability as determined by a physician or physicians
selected by the Company and reasonably acceptable to the Participant unless,
within 30 days after the Participant has received written notice from the
Company of a proposed termination due to such status, the Participant shall have
returned to the full performance of his duties and shall have presented to the
Company a written certificate of the Participant's good health prepared by a
physician selected by he Company and reasonably acceptable to the Participant.

2.23  TRUST means a grantor trust within the meaning of section 671 of the Code
that is established by the Company to assist it in meeting its obligations under
the Plan and that identifies the Plan as a plan with respect to which assets are
to be held by the Trustee.

2.24  TRUSTEE means the trustee or trustees of the Trust.

2.25  UNFORESEEABLE EMERGENCY means a severe financial hardship resulting from a
sudden unexpected illness or accident of the Participant or of a dependent of
the Participant, loss of the Participant's property due to casualty, or other
similar circumstances as a result of events beyond the control of the
Participant and, in each case, would constitute an "unforeseeable emergency"
within the meaning of Treasury Regulation section 1.457-2(h)(4), and that may
not be relieved (a) through reimbursement or compensation by insurance or
otherwise, (b)

----------
2  Prior to the Fiscal Year beginning January 1, 2001 and ending December 31,
   2001, the Fiscal Year was the period beginning each November 1 and ending
   each October 31.

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by liquidation of the Participant's assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship or (c) by cessation
of deferrals under the Plan. An Unforeseeable Emergency shall not include the
need to send a Participant's child to college or the desire to purchase a home.


                                    ARTICLE 3
                                  PARTICIPATION

3.1   COMMENCEMENT OF PARTICIPATION

Any Eligible Individual who elects to defer part of his or her Compensation in
accordance with Section 4.1 shall become a Participant in the Plan as of the
date such deferrals commence in accordance with Section 4.1.

3.2   CONTINUED PARTICIPATION

A Participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account.


                                    ARTICLE 4
                               ELECTIVE DEFERRALS

4.1   ELECTIVE DEFERRALS

      (a) FISCAL YEAR 1998 COMPENSATION. An Eligible Individual may, by
completing an Election Form and filing it with the Plan Administrator no later
than October 21, 1998, elect to defer a percentage or dollar amount of the
Eligible Individual's Compensation attributable to the 1998 Fiscal Year of the
Company, on such terms as the Plan Administrator may permit.

      (b) FISCAL YEAR 1999 AND LATER COMPENSATION. An Eligible Individual may,
by completing an Election Form and filing it with the Plan Administrator not
later than the last day of each Fiscal Year of the Company beginning with the
1998 Fiscal Year, elect to defer a percentage or dollar amount of the Eligible
Individual's Compensation attributable to the next succeeding Fiscal Year of the
Company (I.E., Compensation attributable to the 1999 Fiscal Year and later
fiscal years), on such terms as the Plan Administrator may permit.

      (c) MECHANICS OF DEFERRAL. A Participant's Compensation shall be reduced
in accordance with the Participant's election hereunder and amounts deferred
hereunder shall be paid by the Company to the Trust as soon as administratively
feasible and credited to the Participant's Account as of the Deferral Date.

      (d) REVOCATION OF DEFERRAL ELECTION. To the extent permitted by the Plan
Administrator, a Participant may change or revoke his or her Deferral Election
with respect to Compensation payable for a succeeding Fiscal Year of the Company
by giving written notice to the Plan Administrator in such form as may be
required by the Plan Administrator, before the first day of such Fiscal Year.


                                    ARTICLE 5
                                    ACCOUNTS

5.1   ACCOUNTS

The Plan Administrator shall establish an Account for each Participant
reflecting the Participant's Elective Deferrals, together with any adjustments
for income, gain or loss (determined in accordance with Section 5.2(a)) and any
payments from the Account. The Plan Administrator may cause the Trustee to
maintain and invest separate asset accounts corresponding to each Participant's
Account. The Plan Administrator shall (and may cause the Trustee to) establish
sub-accounts for each Participant that has more than one Deferral Election and
such other sub-accounts as are necessary for the proper administration of the
Plan. The Plan Administrator


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or the Trustee shall provide each Participant with a periodic statement of his
or her Account reflecting the income, gains and losses (realized and
unrealized), amounts of deferrals, and distributions of such Account since the
prior statement.

5.2   DEEMED INVESTMENT OF ACCOUNTS

      (a) ADJUSTMENT OF ACCOUNTS. The amount of each Participant's Elective
Deferral for a Fiscal Year shall be credited to the Participant's Account as of
the Deferral Date for such Elective Deferral. The Account shall be adjusted from
time to time to reflect (i) subsequent years' deferrals, if any, and (ii) gains
(or losses) determined as if the Account were invested in one or more Investment
Vehicles selected by the Participant. The Plan Administrator may adopt such
rules and administrative practices as it shall deem necessary or appropriate in
connection with a Participant's ability to select Investment Vehicles hereunder
including restrictions on the timing or frequency of such elections; all such
Investment Vehicle selections shall be made in such form as may be required by
the Plan Administrator from time to time.

      (b) INVESTMENT OF TRUST ASSETS. The assets of the Trust shall be invested
in such investments (which may, but are not required to be, the Investment
Vehicles) as the Trustee shall be directed by the Company or, to the extent
permitted by the Company with respect to each Participant's Account, as the
Trustee shall be directed by each Participant.


                                    ARTICLE 6
                                     VESTING

6.1   GENERAL

Without limitation on Section 10.1, each Participant shall be immediately vested
in, I.E., shall have a nonforfeitable right to, the balance in the Participant's
Account.


                                    ARTICLE 7
                                    PAYMENTS

7.1   TIME AND FORM OF PAYMENT

      (a) TIMING OF DISTRIBUTIONS. Unless sooner distributed in accordance with
the terms hereof, each Participant shall receive a distribution in a single lump
sum of the portion of the Participant's Account attributable to each Elective
Deferral within 30 business days after the Distribution Date for such Elective
Deferral.

      (b) LONG TERM DEFERRAL ELECTIONS. To the extent permitted by the Plan
Administrator, each Participant who is employed by the Company shall be entitled
to make a Long Term Deferral Election with respect to the amounts credited to
the Participant's Account with respect to a Deferral Election. Any such Long
Term Deferral Election shall be delivered to the Plan Administrator no later
than a date one year prior to any date a Participant's Distribution Date
otherwise would occur in accordance with Section 2.7 hereof. The effect of a
Long Term Deferral Election will be to defer the distribution of an amount in
respect of a Deferral Election until the earlier of the expiration of the period
designated in the Long Term Deferral Election and the date described in Section
7.2, 7.3 or 7.4. The Plan Administrator may, in its discretion, limit the
ability of any Participant to make a Long Term Deferral Election.

7.2   CHANGE OF CONTROL

As soon as possible following a Change of Control of the Company, each
Participant shall be paid his or her entire Account balance in a single lump
sum.

7.3   TERMINATION OF EMPLOYMENT


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Within 30 business days after the termination of a Participant's employment for
any reason, the Participant shall receive a distribution of his or her entire
Account balance in a single lump

7.4   DEATH

If a Participant dies prior to the complete distribution of his or her Account,
the balance of the Account shall be paid as soon as practicable to the
Participant's designated beneficiary or beneficiaries in effect on the date of
the Participant's death.

Any designation of a beneficiary shall be made by the Participant on an
appropriate Election Form filed with the Plan Administrator and may be changed
by the Participant at any time by filing another Election Form containing the
revised instructions. If no beneficiary is designated or no designated
beneficiary survives the Participant, payment shall be made to the Participant's
surviving spouse, or, if none, to his or her issue PER STIRPES, in a single
payment. If no spouse or issue survives the Participant, payment shall be made
in a single lump sum to the representative of the Participant's estate. No
payment shall be made to the representative of a Participant's estate until the
Plan Administrator shall have been furnished with such evidence as it shall deem
necessary or appropriate to establish the validity of the payment.

7.5   UNFORESEEABLE EMERGENCY

If a Participant suffers an Unforeseeable Emergency, the Plan Administrator, in
its sole discretion, may pay to the Participant only that portion, if any, of
the Participant's Account that the Plan Administrator determines is necessary to
satisfy the emergency need, including any amounts necessary to pay any Federal,
State or local income taxes reasonably anticipated to result from the
distribution. A Participant requesting an emergency payment shall apply for the
payment in writing in a form approved by the Plan Administrator and shall
provide such additional information as the Plan Administrator may require.

7.6   TAXES

All federal, state or local taxes that the Plan Administrator determines are
required to be withheld in respect of any Elective Deferrals hereunder or from
any payments made pursuant to this Article 7 shall be withheld from amounts
payable hereunder or from any other amounts payable to a Participant.


                                    ARTICLE 8
                               PLAN ADMINISTRATOR

8.1   PLAN ADMINISTRATION AND INTERPRETATION

The Plan Administrator shall oversee the administration of the Plan. The Plan
Administrator shall have complete control and authority to determine the rights
and benefits and all claims, demands and actions arising out of the provisions
of the Plan of any Participant, beneficiary, deceased Participant, or other
person having or claiming to have any interest under the Plan. The Plan
Administrator shall have complete discretion to interpret the Plan and to decide
all matters under the Plan. Such interpretation and decision shall be final,
conclusive and binding on all Participants and any person claiming under or
through any Participant (in the absence of clear and convincing evidence that
the Plan Administrator acted arbitrarily and capriciously). Any individual(s)
serving as Plan Administrator who is a Participant will not vote or act on any
matter relating solely to himself or herself. When making a determination or
calculation, the Plan Administrator shall be entitled to rely on information
furnished by a Participant, a beneficiary, the Company or the Trustee. The Plan
Administrator shall have the responsibility for complying with any reporting and
disclosure requirements of ERISA.

8.2   POWERS, DUTIES, PROCEDURES, ETC.

The Plan Administrator shall have such powers and duties, may adopt such rules
and tables, may act in accordance with such procedures, may appoint such
officers or agents, may delegate such powers and duties,


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may receive such reimbursements and compensation, and shall follow such claims
and appeal procedures with respect to the Plan as it may establish.

8.3   INFORMATION

To enable the Plan Administrator to perform its functions, the Company shall
supply full and timely information to the Plan Administrator on all matters
relating to the compensation of Participants, their employment, retirement,
death, termination of employment, and such other pertinent facts as the Plan
Administrator may require.

8.4   INDEMNIFICATION OF PLAN ADMINISTRATOR

The Company agrees to indemnify and to defend to the fullest extent permitted by
law any officer(s) or employee(s) who serve as Plan Administrator (including any
such individual who formerly served as Plan Administrator) against all
liabilities, damages, costs and expenses (including attorneys' fees and amounts
paid in settlement of any claims approved by the Company) occasioned by any act
or omission to act in connection with the Plan, if such act or omission is in
good faith.


                                    ARTICLE 9
                            AMENDMENT AND TERMINATION

9.1   AMENDMENTS

The Company shall have the right to amend the Plan from time to time, subject to
Section 9.3, by an instrument in writing that has been executed on the Company's
behalf by its duly authorized officer.

9.2   TERMINATION OF PLAN

This Plan is strictly a voluntary undertaking on the part of the Company and
shall not be deemed to constitute a contract between the Company and any
Eligible Individual (or any other person) or a consideration for, or an
inducement or condition of employment for, the performance of the services by
any Eligible Individual (or other person). The Company reserves the right to
terminate the Plan at any time with respect to any or all Participants, subject
to Section 9.3, by an instrument in writing that has been executed on the
Company's behalf by its duly authorized officer. Upon termination, the Company
may, with respect to each Participant affected by any termination (an "Affected
Participant") on a Participant-by-Participant basis, (a) elect to continue to
maintain the Participant's Account and pay benefits hereunder as they become due
as if the Plan had not terminated or (b) pay (or direct the Trustee to pay)
promptly to each Affected Participant (or such Affected Participant's
beneficiary or beneficiaries) the balance of the Affected Participant's Account.

9.3   EXISTING RIGHTS

No amendment or modification to, or termination of, the Plan shall be effective
to the extent that it would reduce the value of a Participant's Account
immediately prior to the amendment, modification or termination, without the
Participant's prior written consent.


                                   ARTICLE 10
                                  MISCELLANEOUS

10.1  NO FUNDING

The Plan constitutes a mere promise by the Company to make payments in
accordance with the terms of the Plan, and Participants and beneficiaries shall
have the status of general unsecured creditors of the Company. Nothing in the
Plan will be construed to give any employee or any other person rights to any
specific assets of


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the Company or of any other person. In all events, it is the intent of the
Company that the Plan be treated as unfunded for tax purposes and for purposes
of Title I of ERISA.

10.2  NON-ASSIGNABILITY

None of the benefits, payments, proceeds or claims of any Participant or
beneficiary shall be subject to any claim of any creditor of any Participant or
beneficiary and, in particular, the same shall not be subject to attachment or
garnishment or other legal process by any creditor of such Participant or
beneficiary, nor shall any Participant or beneficiary have any right to
alienate, participate, commute, pledge, encumber or assign any of the benefits
or payments or proceeds that he or she may expect to receive, contingently or
otherwise, under the Plan.

10.3  LIMITATION OF PARTICIPANTS' RIGHTS

Nothing contained in the Plan shall confer upon any person a right to be
employed or to continue in the employ of the Company, or interfere in any way
with the right of the Company to terminate the employment of a Participant at
any time, with or without cause. In addition, nothing shall confer on any
individual a right to participate in the Plan in any Fiscal Year. The fact that
an individual is an Eligible Individual in one year shall not give the
individual a right to participate in the Plan in any other year.

10.4  PARTICIPANTS BOUND

Any action with respect to the Plan taken by the Plan Administrator or the
Company or the Trustee or any action authorized by or taken at the direction of
the Plan Administrator, the Company or the Trustee shall be conclusive upon all
Participants and beneficiaries entitled to benefits under the Plan.

10.5  RECEIPT AND RELEASE

Any payment to any Participant or beneficiary in accordance with the provisions
of the Plan shall, to the extent thereof, be in full satisfaction of all claims
against the Company, the Plan Administrator and the Trustee under the Plan, and
the Plan Administrator may require such Participant or beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect. If any Participant or beneficiary is determined by the Plan
Administrator to be incompetent by reason of physical or mental disability
(including minority) to give a valid receipt and release, the Plan Administrator
may cause the payment or payments becoming due to such person to be made to
another person for his or her benefit without responsibility on the part of the
Plan Administrator, the Company or the Trustee to follow the application or use
of such funds.

10.6  GOVERNING LAW

The Plan shall be construed, administered, and governed in all respects under
and by the laws of the State of New York without reference to the principles of
conflicts of law, unless preempted by applicable federal law. If any provision
of the Plan shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.

10.7  HEADINGS AND SUBHEADINGS

Headings and subheadings in this Plan are inserted for convenience only and are
not to be considered in the construction of the provisions hereof.



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