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                                                                   EXHIBIT 10.21


                        SERVICE RENDERING AGREEMENT MADE BETWEEN CAIXA ECONOMICA
                        FEDERAL ON THE ONE HAND AND, ON THE OTHER HAND, THE
                        COMPANY GTECH BRASIL LTDA., AS FOLLOWS:



By the present instrument, the parties:


CAIXA ECONOMICA FEDERAL, a financial institution under the form of a public
company, founded and constituted according to the terms of the Decree-Law n
degrees 759 of 08.12.69, and Decree n degrees 66.303 of 03.06.70, being
presently ruled by the statute approved by the Decree n degrees 2943 of
01.20.1999, registered with the Federal Taxpayer identification number
00.360.305/0001-04, with headquarter at the SBS, Quadra 4, Lote 34, in
Brasilia/DF, here represented by the National Supply Manager Mr. ADAUTO BARBOSA
JUNIOR, Brazilian, married, Identification Number 292.752 - SSP/GO, and Tax
Payer identification number 148.888.311-49, henceforth named CAIXA or
CONTRACTOR, and

GTECH BRASIL LTDA., with headquarters at Alameda Araguacema, 78 - Barueri - Sao
Paulo, SP, registered with the Federal Taxpayer identification number
68.926.628/0001-00, here represented by its Director ANTONIO CARLOS LINO DA
ROCHA, Brazilian, married, identification number 02.172.548 - IFP/RJ and Tax
Payer identification number 098.425.197-91, resident and settled in the capital
city Sao Paulo, henceforth simply named GTECH or CONTRACTED PARTY,

Together named "Parties" or, separately, "Party",

CONSIDERING:

I.      That the CONTRACTED PARTY is registered for supplying and rendering
        services to CAIXA, and that it already maintains in the Lottery Units of
        the CAIXA an installed network of terminals and applications in which
        collection, processing and transmission of data relating to lottery
        systems and some financial services are carried out in on-line real-time
        mode;

II.     That the CAIXA wants to add new terminals to its network of Lottery
        Units as well as to develop new applications, which will allow the
        availability of new financial services and the improvement of the
        existing lottery service system;

III.    That the interconnection of the teleprocessing network of the CAIXA with
        the network utilized by GTECH will allow the implementation of new
        products and/or applications in the area of lotteries and complementary
        financial services as well, specially the possibility to directly
        consult data and information contained in the network of the CAIXA;

IV.     That the CAIXA should maintain and optimize the services offered to its
        users, which can be done through making available an easy means of
        access to bank services via the



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        network of Lottery Units, thus enhancing the presence of the CAIXA as a
        social integration factor;

V.      That the now contracted services give origin to an increase of revenues
        for the CAIXA and allow cost reduction, yielding economic and strategic-
        corporate benefits, thus meeting the administrative principle of
        efficiency;

VI.     That the continuity, without interruption, of the performance of the now
        contracted services assures the maintenance of the contribution to
        increase the portion destined to subsidy for the development of social
        actions, thus accomplishing the administrative principle of public
        interest;

VII.    That the utilization of the network of Lottery Units as an alternative
        channel of the CAIXA will make feasible a better positioning of this
        institution in the market as a Retail Bank;

VIII.   That the extension and modernization of the bank services in Lottery
        Units would place the CAIXA in highly competitive conditions in relation
        to the Brazilian bank sector, a market where competition is more and
        more stirred up, mainly as a result of the recent increase of foreign
        investments in the sector;

IX.     That the CAIXA has no short term alternative for supplying the services
        presently foreseen and rendered by the CONTRACTED PARTY;

X.      That the estimated term for the complete substitution of the CONTRACTED
        network by the winner of the competent bidding to be carried out, will
        be up to January 2003;

XI.     That the need for the CAIXA to avoid a sudden interruption of the
        presently rendered services, which would cause enormous losses of a
        strategic and financial nature and for the CAIXA, in addition to social
        and economic- financial disadvantages for its customers and for the
        Braziliand population in general, which enjoys the social services
        subsidized by a significant portion of the income resulting from lottery
        market;

XII.    That the CONTRACTED PARTY, due to the fact that it has already a
        terminal and application network installed and in operation in the
        Lottery Units of the CAIXA, is the only able to continue providing the
        services uninterruptedly and at the best price for the CAIXA, while the
        preparation of the bidding is not finished, which will promote the
        implementation of the new service rendering model to be introduced;

Decide to close the present Agreement of Service Rendering through direct
contract based on Art. 25, caput, of the Law No. 8.666 of 06.21.93, having
support on juridical opinion and justification as per Process No.
995303033/2000, and in view of the authorization by the Corporate Board of
Directors of the CAIXA of 05.25.00, Act No. , being subject to the norms
foreseen in the Law n degrees 8.666/93, in what it concerns, according to the
clauses and conditions:

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1.      DEFINITIONS

        Notwithstanding other significations which may be foreseen in this
        instrument, the terms listed below should be understood and interpreted
        as follows:

1.1     TRANSACTIONS TYPE 1

        Transactions Type 1 will be considered those transactions carried out by
        the CONTRACTED PARTY for collection of lottery games.

1.2     TRANSACTIONS TYPE 2

        Transactions Type 2 will be considered those transactions performed by
        the CONTRACTED PARTY to make payments of accounts of public service
        concessionaires, payments of collection blocks, residential instalment
        payment booklet, collection of INSS (social security contributions) and
        various conventions.

1.3     TRANSACTIONS TYPE 3

        Transactions Type 3 will be considered those indicated in the paragraph
        below "At Short Term", as well as those listed in the paragraph "At Long
        Term". The implementation of the new "At Long Term" financial
        transactions will occur on the bases agreed upon, provided their
        structure and development costs are similar to those of the new "At
        Short Term" financial transactions. It should be pointed out that the
        transactions listed here serve as a reference for the transaction types
        which may be migrating to the lottery channel, being at the discretion
        of the CAIXA the decision for inclusion and/or modification of
        transactions to migrate to the lottery channel, provided that the
        development complexity of the application software supporting such
        transactions are similar to those foreseen for the transactions
        described here.

        We give below a list of the new financial transactions which will
        migrate to the lottery channel, at short and long terms:

        AT SHORT TERM: UP TO SEPTEMBER 2000

        Draft with Card (Account Current and Savings Account)
        Deposit with Card (Account Current and Savings Account)
        Balance and Statement
        Payment of INSS (social security)
        Capitalization paper
        Easy Draft
        PIS - payment of bonus and profit - this financial transaction, at the
        discretion of the CAIXA, may be implemented along the year 2001.

        AT LONG TERM: STARTING FROM JANUARY 2001

        PIS - Inquiries through Card
        FGTS - Draft


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        FGTS - Requisition for draft
        Unemployment insurance - Inquiries
        FGTS - Balance of bound accounts
        Credit cards
        FGTS - Register alteration forms
        Transfer of values among accounts
        Blocking/cancellation of astray/stolen card
        Savings account opening
        Pledge renewal
        Pledge - Payment of loan
        Electoral justification

1.4     TRANSACTION TYPE STATEMENT

        It is a transaction inserted into Type 3, the remuneration of which
        varies according to the number of lines to be printed.

1.5     TRANSACTION TYPE 4

        It is the transaction of declarations of those who are exempted from
        income tax, which are presented at the networkd of lottery houses, using
        the network of the CONTRACTED PARTY.

1.6     TRANSACTION TYPE 5

        It is the sales transaction of authorized numbers for the qualification
        of prepaids.

1.7     PERIOD OF SUBSTITUTION

        The substitution period will be defined as the time period in which the
        winner of the bidding to be carried out will begin the installation of
        his network and simultaneously the CONTRACTED PARTY will begin to remove
        the installation of his processing terminals and systems. This period
        will be defined a posteriori between the CAIXA and the CONTRACTED PARTY.

1.8     PRESENT TRANSACTIONS

        They are transactions which are presently being collected at the Lottery
        Units by the Gtech network. We give below the listing of such
        transactions:

        LOTTERY PRODUCTS:
        Megasena
        Quina
        Supersena
        Lotomania
        Loteria Esportiva
        Bolao Federal
        Bolsa Federal

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        Control of prize-winning tickets of Federal Lottery
        Control of prize-winning tickets of Instantaneous Lottery

        FINANCIAL PRODUCTS:
        Conventions with:
        Municipalities
        Concessionaires of public services (water, power, telephone...)
        Government Entities (IPVA, IPTU, DPVAT)
        Passwords for prepaid cards Bingo and similar games
        Capitalization titles (X-CAP)
        Declaration of those who are exempted from income tax
        GPS
        Habitation
        Bank collection PCI
        Savings account deposit

1.9     SERVICE SHOPS

        They are shops for technical service to the Lottery Units, and they are
        distributed all over the national territory, under the responsibility of
        the CONTRACTED PARTY.

2.      PURPOSE

2.1     The present Contract purpose is to render following services: (i)
        development, implementation and operationability of the systems of
        Lotteries of the CAIXA in the "On-Line Real Time" mode; (ii)
        development, implementation and operationability of new products and
        services delegated by or agreed with the CAIXA; (iii) services relating
        to prize tickets of the Brazilian Federal Lottery and the Brazilian
        Federal Instantaneous Lottery; (iv) receipt of accounts of public
        service concessionaires and other payments made at the network of
        resellers; (v) collection, transmision and processing of financial
        transactions collected at the lottery units; (vi) services of receiving
        declarations of exempted from income tax; (vii) services of sales of
        authorized numbers for qualification of prepaids.

3.      PRICE

        For the perfect execution of the services object of this Contract the
        CAIXA will pay to the CONTRACTED PARTY following values:

3.1     As a compensation for the performance of transactions Type 1, carried
        out in the CAIXA channel and transmitted and processed by the CONTRACTED
        PARTY, the CAIXA will pay to the CONTRACTED PARTY a commission
        equivalent to 5.75% (five point seventy-five per cent) of the collected
        gross value, deducted the additionals foreseen in law, calculated
        weekly.

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3.2     As a compensation for the accomplishment of each financial transaction
        of the Tipe 2, as defined in item 1.2 of DEFINITIONS, carried out in the
        CAIXA channel and transmitted and processed by the CONTRACTED PARTY, the
        CAIXA will pay to the CONTRACTED PARTY a fixed tariff of R$ 0.15
        (fifteen cents of Real) per transaction.

3.3     As a compensation for the accomplishment of each financial transaction
        of the Tipe 3, as defined in item 1.3 of DEFINITIONS, carried out in the
        CAIXA channel and transmitted and processed by the CONTRACTED PARTY, the
        CAIXA will pay to the CONTRACTED PARTY a decreasing tariff, following
        scale being observed:

 <TABLE>
<CAPTION>
<S>                                                                   <C>
        Up to 134,000,000 transactions per year:                       R$ 0.15 per transaction
        From 134,000,000 to 201,000,000 transactions per year:         R$ 0.14 per transaction
        Over 201,000,000 transactions per year:                        R$ 0.13 per transaction
</TABLE>

3.4     Invoicing will be issued weekly.

3.5     After the installation of the 6500 terminals mentioned in clause 7.1.1
        has been concluded, and the qualification of same for the achievement of
        the financial transactions requested by the CAIXA, the counting of the
        term will start, during which the CAIXA assumes the obligation to assure
        the minimum remuneration equivalent to 100 million transactions Type 3
        per year.

3.6     During the period mentioned in item 3.5 above, the CAIXA assumes the
        obligation to remunerate the transactions Type 3 according to the
        remuneration table mentioned in item 3.3 until conclusion of one year
        period, when the counting of the volumes of transactions Type 3 will
        start again.

3.7     Should it be found out that, at the end of the annual result
        calculation, duly homologated by the CAIXA, the remuneration to the
        CONTRACTED PARTY has been inferior to the 100 (hundred) million
        financial transactions of Type 3 (according to the paragraph
        DEFINITIONS), the CAIXA will assure to the CONTRACTED PARTY, for that
        annual period, the complement of its remuneration, for it to obtain a
        value equivalent to a volume of 100 (hundred) million financial
        transactions Type 3 in the period referred to.

3.8     The concession of the guaranty referred to in previous item will be
        rendered effective only out of the substitution period (observed the
        provision of the ATTACHMENT V) and provided that: (a) the 6500 (six
        thousand and five hundred) financial terminals mentioned in
        subparagraphs "i" and "ii" of subitem 7.1.1 below are duly installed in
        the present agents; (b) the CONTRACTED PARTY is complying with all
        obligations under this Contract, without limiting itself to the
        execution of all contracted services; (c) the terminals are installed
        and qualified to carry out all financial transactions, the technical
        specifications of which have been given to the CONTRACTED PARTY within
        the terms foreseen in this instrument.

        3.8.1  During the period of the network substitution, the CAIXA will
               assure a Type 3 transaction volume proportional to the number of
               terminals of the CONTRACTED PARTY which are still operating the
               collection of these


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               transactions, taking as a base the 100 million transactions
               warranted to the whole network of installed financial terminals.

        3.8.2  From the 100 million Type 3 transactions warranted by the CAIXA
               will be deducted the transaction volumes which have not been
               carried out due to problems under responsibility of the the
               CONTRACTED PARTY.

3.9     As a compensation for the accomplishment of each financial transaction
        of the Tipe 4, as defined in item 1.5 of DEFINITIONS, carried out in the
        CAIXA channel and transmitted and processed by the CONTRACTED PARTY, the
        CAIXA will pay to the CONTRACTED PARTY a fixed tariff of R$ 0.20 (twenty
        cents of Real) per transaction, taking into consideration that a
        reduction or total elimination of critical transactions will be
        negotiated with the federal revenue.

3.10    As a compensation for the accomplishment of each financial transaction
        of Tipe 5, as defined in item 1.6 of DEFINITIONS, carried out in the
        CAIXA channel and transmitted and processed by the CONTRACTED PARTY, the
        CAIXA will pay to the CONTRACTED PARTY a fixed tariff of R$ 0.25
        (twenty-fice cents of Real) per transaction, and the parties, in the
        interest of the CAIXA, will be engaged in negotiating a decreasing
        tariff table in terms of volume.

3.11    For statement type transactions, the remuneration will take into
        consideration the number of lines to be printed, as follows:

               up to 10 printed lines       R$ 0.15 per statement;
               over 10 printed lines        R$ 0.15 per statement, plus 0.0056
                                            every three additional lines.


        3.11.1 The CONTRACTED PARTY is obliged to assure/make available a
               maximum of (30) lines per statement.

3.12    The prices are unadjustable, an annual re-agreement being permitted
        which should have, as basic parameters, the quality and the prices in
        force in the market for the performance of the contracted services,
        under the legally accepted criteria.

3.13    The CONTRACTED PARTY remuneration will be calculated based exclusively
        on the transactions collected in the data communication network
        installed by the CONTRACTED PARTY itself.

4.      PAYMENT FORM

4.1     The CAIXA will make weekly payment to the CONTRACTED PARTY, on the 3rd
        (third) working day subsequent to each week of effectively performed
        services.

        4.1.1  The payment referred to in this item will be made through credit
               to the CONTRACTED PARTY account current in an agency of the
               CAIXA.

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        4.1.2  The payment referred to in this item will only be made if the
               CONTRACTED PARTY is fully complying with all its contractual
               obligations and after proper checking and respective
               homologation, by the CAIXA, of following documents to be
               submitted by the CONTRACTED PARTY:

               (i)    bill-invoice to be weekly issued by the CONTRACTED PARTY,
                      corresponding to the total services rendered during the
                      same period, concomitantly to the sales closing of the
                      lottery games of each week;

               (ii)   weekly reports generated by the lottery system; and

               (iii)  documents proving acquittance of the liabilities to INSS
                      (Social Security) and FGTS (Fund for Work Time), relating
                      to the month immediately previous to the data foreseen for
                      the payment referred to in this item.

               (iv)   No payment will exempt the CONTRACTED PARTY from its
                      liabilities and obligations, nor will it imply a
                      definitive acceptance of the services.

        4.2    In the case the payment term established in the previous subitem
               will be surpassed, the due value will be financially updated
               based on the financial index in force, from the date foreseen for
               payment up to the date of the effective payment.

        5.     PERIOD OF VALIDITY OF THE CONTRACT

        5.1    The Contract will be in effect up to January 13, 2003, as from
               the date of its signature.

        5.2    The term foreseen in item 5.1 can be extended at the exclusive
               discretion of the CAIXA, respected the limitations of legal
               nature, by a period necessary for the complete substitution of
               the CONTRACTED PARTY network with the network of the winner of
               the bidding to be carried out.

        5.3    During the entire period of an eventual term extension, the same
               contractual conditions as described in this contract will be
               applied.

6.      BUDGET RESOURCES

               The expenses resulting from the act of contracting will be
               charged on account of the budget allowance foreseen in the rubric
               "Expenses with Execution of Data Processing Services" - Account
               No. 53.03.11.

7.      PERFORMANCE OF THE SERVICES

        7.1    INSTALLATION OF THE TERMINALS

        7.1.1  The CONTRACTED PARTY will supply and completely install following
               terminals:

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               (i)    1,700 (one thousand and seven hundred) new terminals
                      having the capacity to achieve lottery and financial
                      transactions (as described in item "Definitions"),
                      provided with optical readers, according to technical
                      specifications presented in the ATTACHMENT I of this
                      Contract, to be installed in the already existing Lottery
                      Units;


               (ii)   4,800 (four thousand and eight hundred) new terminals
                      without optical readers, according to technical
                      specifications presented in the ATTACHMENT I of this
                      Contract, having the capacity to achieve financial
                      transactions (described in item "Definitions"), to be
                      installed in the already existing Lottery Units;


               (iii)  800 (eight hundred) new terminals having the capacity to
                      achieve lottery and financial transactions (as described
                      in item "Definitions") in new Lottery Units, in cities
                      already attended by the network, observed the provision in
                      the ATTACHMENT I below, to be installed in new Lottery
                      Units;


               (iv)   2,000 (two thousand) new terminals having the capacity to
                      achieve lottery and financial transactions (as described
                      in item "Definitions"), provided with optical readers,
                      according to technical specifications presented in the
                      ATTACHMENT I of this Contract, to be installed in the new
                      Lottery Units, in conformity with the installation
                      schedule presented in the ATTACHMENT 11 B.


        7.1.2  The execution of the works of supply and installation of
               terminals referred to in subitems 7.1.1 above, should strictly
               observe the beginning and end terms specified in the
               "Installation Schedule of the Terminals" mentioned in ATTACHMENT
               II of this Contract.

        7.1.3  The CONTRACTED PARTY, observed the provision of the ATTACHMENT
               VI, will develop and implement the physical connection of its
               processing center with the processing center of the CAIXA, so as
               to assure that the financial transactions can be carried out
               through the terminals to be installed in the data communication
               network of the CONTRACTED PARTY.

        7.1.4  The CONTRACTED PARTY will develop and make available all
               application software necessary for the performance of the
               financial transactions of items 1.1, 1.2 and 1.3 of
               "DEFINITIONS", in up to 80 (eighty) net days starting from the
               date in which it receives the specifications of each new
               financial transaction, and the CAIXA will have an up to 10 (ten)
               net days term for the homologation of the applications software
               developed by the CONTRACTED PARTY.


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        7.1.5  The CONTRACTED PARTY will also make available a pilot terminal,
               according to the technical specifications given in the ATTACHMENT
               I of this Contract, until June 10, 2000, for the beginning:

               (i)    of the homologation process for the application software
                      which are being developed;
               (ii)   of the training of Lottery Undertakers, as established in
                      this Contract.

        7.1.6  The penalty imposed for eventual delays in the installation terms
               foreseen in this item will be proportional to the number of days
               in delay, and will be applied according to the provision of
               Clause 11 below.

        7.1.7  Delays in the implementation of the connections between the Data
               Processing Center of the CONTRACTED PARTY and that of the CAIXA,
               which would delay the beginning of the operation of the terminals
               to be installed and/or impair the qualification of lottery or
               financial transactions, will subject the CONTRACTED PARTY to the
               same fine foreseen in the previous subitem.

        7.1.8  Delays resulting from non-forwarding of addresses in a due time
               according to schedule attached, and from the agent unavailability
               to install and maintain, provided this is duly proved, will
               exempt the CONTRACTED PARTY from whatsoever responsibilities
               and/or penalties.

7.2     SYSTEM DEVELOPMENT

        7.2.1  The CONTRACTED PARTY will develop its terminals for financial and
               lottery transactions collection according to specifications
               described in the ATTACHMENT I of this Contract, meeting the terms
               stipulated in the "Installation Schedule of the Terminals",
               presented in the ATTACHMENT II of this Contract.

        7.2.2  The CONTRACTED PARTY will assure that the terminals developed
               according to previous item will be able to achive all financial
               and lottery transactions specified in item "DEFINITIONS" of this
               Contract.

        7.2.3  The CONTRACTED PARTY will develop all necessary applications for
               the terminals to be qualified to perform desired transactions
               according to item "DEFINITIONS" of this Contract.

        7.2.4  The CONTRACTED PARTY will assure that the terminals to be
               installed will be qualified to perform, in the maximum term of 90
               (ninety) net days starting from the signature of this Contract,
               any of the financial and lottery transactions which are already
               presently carried out in the Lottery houses.

              7.2.4.1 The CONTRACTED PARTY will also assure that the terminals
                      to be installed will be qualified to perform financial
                      transactions which present a structure similar to that of
                      the transactions Type 1, 2, 3, 4, and 5, being


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                      sure that such terminals should be able to perform such
                      transactions in up to 90 (ninety) net days starting from
                      the date of presentation, by the CAIXA, of the
                      specifications of the product to be developed.

              7.2.4.2 Any alterations, which may cause a substantial impact on
                      the time of development of the product specifications to
                      be made available referred to in previous item, will imply
                      a new term counting to be negotiated between the Parties,
                      which can not exceed 90 (ninety) days.

              7.2.4.3 The CONTRACTED PARTY will have a 10 (ten) net days term
                      from the date of presentation of the technical
                      specifications by the CAIXA, to express its opinion about
                      the data sufficiency for the respective application
                      development. Non-pronouncement by the CONTRACTED PARTY
                      within this specified term will be considered, for
                      contractual effect, as an indication of information
                      sufficiency for the achievement of the application
                      development works.

        7.2.5  The penalty imposed for eventual delays in the terms for the
               development of foreseen applications will be proportional to the
               number of days in delay, and will be applied according to the
               provision of Clause 11 below.

        7.2.6  Eventual problems or technical failures in the applications
               developed by the CONTRACTED PARTY, which may hinder their correct
               function and prevent the accomplishment of lottery or financial
               transactions, will be subjected to penalties according to Clause
               11 below.

        7.2.7  The CONTRACTED PARTY will carry out due corrections of the
               software applications, which may be deemed necessary to meet any
               legal or regulation obligation, within the term specified in the
               respective norm, with no additional cost for the CAIXA, during
               the period of validity of this Contract.

7.3     TRAINING

        7.3.1  The CONTRACTED PARTY will give complete training to the Lottery
               Undertakers, according to the training program mentioned in the
               ATTACHMENT III, in the houses of the Lottery Units, at the time
               of the terminal installation, for them to be able and prepare
               their employees to operate the terminals and the applications to
               be developed.

              7.3.1.1 Training should be given in a maximum term of 2 (two) net
                      days starting from the installation date of the new
                      terminals.

        7.3.2  The penalty imposed to eventual delays in the schedule foreseen
               in previous item will be proportional to the number of days in
               delay, and will be applied according to provision in Clause 11
               below.

        7.3.3  Any failure caused by the CONTRACTED PARTY in the qualification
               training of the CAIXA and/or Lottery Undertakers for them to
               operate the terminals and

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               applications, will be considered as a delay in the terminal
               installation, and will be subject to penalty as described in
               subitem 7.1.6 above.

7.4     SUPPORT AND MAINTENANCE SERVICES

        7.4.1  The CONTRACTED PARTY will offer to the CAIXA and Lottery
               Undertakers, during the whole period of validity of this
               Contract, permanent suuport services and maintenance of the
               terminals and applications according to the Attachment IV, both
               for the already installed terminals as well as for those to be
               installed.

        7.4.2  The penalty for eventual delays in the term foreseen in this item
               will be proportional to the number of days in delay, and will be
               applied according to provision in Clause 11 below.

7.5     SYSTEM PERFORMANCE

        7.5.1  The CONTRACTED PARTY assures to the CAIXA that the network
               response time will meet the technical specifications mentioned in
               the ATTACHMENT VII.

        7.5.2  The system performance deterioration, as per item 7.5.1, will
               subject the CONTRACTED PARTY to penalty to be calculated based on
               the number of days that the network performance (defined in the
               ATTACHMENT VII) has impaired a determined activity, in terms of
               volume of bets and/or financial transactions, compared with the
               normal collection volumes, based on the reality resulted for
               previous periods according to Clause "Penalties and
               Administrative Sanctions".

7.6     NETWORK DEACTIVATION AND SUBSTITUTION

        7.6.1  The CONTRACTED PARTY will begin the deactivation process of the
               services of collection and processing of lottery and financial
               transactions, according to a term to be agreed upon by the
               Parties.

        7.6.2  During the whole network deactivation and substitution process,
               the CONTRACTED PARTY will assure to the CAIXA the continuity,
               support, maintenance and perfect execution of all contracted
               services, until the network and system of the service rendering
               company which will replace it are duly installed and fully in
               operation.

        7.6.3  The CONTRACTED PARTY undertakes to supply all consolidated data
               of the transactions Type 1, 2, 4 and 5 collected in its network
               to the service rendering company which will replace it, or to the
               CAIXA at discretion of this, according to a term to be agreed
               upon between the Parties.

        7.6.4  The non-accomplishment of the provision of subitem 7.6.3 will
               subject the CONTRACTED PARTY to a fine equivalent to the totality
               of the remuneration calculated based on the totality of the
               transactions collected during the entire period in delay.


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        7.6.5  The CAIXA may suspend or interrupt the remuneration of the
               CONTRACTED PARTY, without detriment to the commination of the
               fines foreseen in Clause 11, legal penalties and indemnification
               from losses and damages, in the case the CONTRACTED PARTY
               obstructs or tries to obstruct, in any way, the transition
               process to the new service rendering company, regardless of the
               effective process implementation.

        7.6.6  The specifications for the interconnection of the networks
               belonging to the CAIXA and to the CONTRACTED PARTY are detailed
               in the ATTACHMENT VI of this Contract.

        7.6.7  Notwithstanding the provision of item 7.6.3 above, the CONTRACTED
               PARTY should supply, whenever requested by the CAIXA, and
               immediately after each of these requests, all the history base of
               files relating to data of lottery and financial services
               processed by the CPNTRACTED PARTY for the CAIXA, in the already
               practiced formats, with no additional charge for the CAIXA.

7.7     NECESSARY INVESTMENTS

        The CONTRACTED PARTY will make all necessary investments for the
        faithful implementation and performance of the contracted services,
        including the costs for the supplying of terminals, development of
        applications, and for the respective installation and infrastructure
        services, development, operation, support and maintenance, as well as
        for all the adjustments necessary for the full and appropriate system
        functioning.

8.      OBLIGATIONS OF THE CONTRACTED PARTY

        Following are the obligations of the CONTRACTED PARTY:

I.      maintain the whole lottery and financial services system "on-line real
        time", integrally delivering to the CAIXA all intelligence and
        respective logical and physical projects, and make it operational
        together with technicians of the CAIXA;

II.     assume all supplies necessary to the operation, such as leaflets, paper
        reels, printing tapes, etc., as well as operate and maintain the system
        implemented by it;

III.    maintain terminals, for purpose of audit and system follow-up, in the
        places indicated by the CAIXA;

IV.     maintain terminals and printers in the Head Office and Lottery Units of
        the Business Offices of the CAIXA;

V.      allow unrestricted access of employees indicated by the CAIXA to the
        intelligence and operation of the system, for purpose of audit;

VI.     maintain an attendance office, accredit technical representatives or
        assign resident technicians, so as to perform maintenance services and
        technical assistance to

                                      -13-
<PAGE>   14

        equipment which will be assigned for the service execution, in the terms
        and conditions established in this Contract;

VII.    immediately and in writing notify the CAIXA about any abnormality which
        may be found in the service execution;

VIII.   give the explanations which may be requested by the CAIXA, whose claims
        should be promptly attended to;

IX.     print on the leaflets, in all contests and with no charge to the CAIXA,
        the advertising determined by it;

X.      install the equipment and software necessary for the work development;

Xl.     install and maintain a safe communication network for terminal
        connection with the Data Processing Center of the CONTRACTED PARTY;

XII.    train the lottery undertakers and their employees, up to the limit of 06
        (six) people per shop, in the operationality of the terminals;

XIII.   maintain assigned personnel in the Data Processing Center of the
        CONTRACTED PARTY and in the attendance shops, train and supply field
        services to the lottery undertakers;

XIV.    render marketing advisory service relating to new games, new software,
        administration in general and operation of the "on-line real time"
        system, the adoption of eventually suggested measures and attitudes
        being at the exclusive discretion of the CAIXA;

XV.     payment to its employees on due date and supply to the CAIXA, whenever
        requested, copy of the payrolls and of the collection bills of social
        security contribution, FGTS, PIS, tax withdrawn at source, if any, thus
        proving the inclusion of the employees assigned to the execution of the
        contracted services;

XVI.    take care that its employees behave with politeness and courtesy towards
        the CAIXA personnel, customers, visitors and other contracted people,
        being at the discretion of the CAIXA to require the removal and/or
        substitution of those whose behavior is deemed inconvenient;

XVII.   observe and have accomplished the work safety and medicine standards
        foreseen in the pertinent legislation and bank norms in force at the
        CAIXA;

XVIII.  maintain a head office or representation office in Brasilia/DF, and this
        condition should be proved in up to 10 (ten) days after the date of the
        Contract signature;

XIX.    maintain its superior in each place and shifts where the services will
        be performed, to coordinate, supervise and command the personnel
        assigned and resolve any questions pertinent to the execution of the
        services, for correction of adverse situations and for the immediate
        attendance to claims/requests of the CAIXA;


                                      -14-
<PAGE>   15


XX.     assume total responsibility for the equipment, furniture and utensils
        eventually placed at disposal for the service performance, assuring
        their integrity and indemnifying the CAIXA for the expenses for
        corrective maintenance resulting from misuse of same;

XXI.    supply to the CAIXA, observed the specifications indicated by it,
        formatted files for purposes of audit, whenever requested;

XXII.   inform the CAIXA, for the purpose of control of access to its buildings,
        the name and respective identification card number of the employees
        assigned to the service rendering;

XXIII.  inform the CAIXA, also for the purpose of control of access to its
        buildings, all occurrences of definitive removals and new employee
        engagements, those being informed within a term of 24 (twenty-four)
        hours and these up to the day of working beginning;

XXIV.   maintain its employees duly identified with name badge when in service
        in the CAIXA buildings;

XXV.    optimize the "on-line real time" system according to the instructions
        and folow-up of the System Area of the CAIXA;

XXVI.   answer for the losses, undue reproductions and/or adulterations which
        may occur in the magnetic documents and files during the period these
        are under its safekeeping;

XXVII.  supervise the perfect accomplishment of the services it is obliged to,
        being integrally up to it the resulting charges, this supervision being
        done independently from that which will be carried out by the CAIXA;

XXVIII. accept the most comprehensive inspection from the CAIXA through its
        superior representatives, at any time during the period of validity of
        the Contract, being sure this inspection can be made in its
        installations, for the purpose of a strict accomplishment of the
        contractual obligations;

XXIX.   assume all expenses relative to the personnel and to the object of this
        Contract, excepting those foreseen in it as being on the responsibility
        of the CAIXA;

XXX.    assume all measures and obligations established in the specific
        legislation of work accidents when, on ocurrences of this kind, its
        employees are victims in the performance of the services or in
        connection with them, even though occurred in the buildings of the
        CAIXA;

XXXI.   provide necessary personnel for the operation of the Data Processing
        Centers of the Contracted Party and offer field services to repair the
        equipment installed in the "online real time" sales points;

XXXII   carry out the system tests with participation of the CAIXA;



                                      -15-
<PAGE>   16

XXXIII. train CAIXA employees indicated by it as regards the operation and
        safety of the software system;

XXXIV.  maintain a subsystem which allows control and entry of ticket prizes of
        the Brazilian Federal Lottery and Brazilian Instantaneous Federal
        Lottery, according to conditions established by the CAIXA, and the
        receipt of accounts of public concessionaires and other payments and
        bank services made in the lottery channels;

XXXV.   promote and participate in meetings called together for discussion of
        points of view about work techniques and methods;

XXXVI.  operate the Date Processing Center of the CONTRACTED PARTY on days
        and times defined by the CAIXA;

XXXVII. carry out preventive and corrective system equipment maintenance, so as
        to keep them in a perfect operation condition;

XXXVIII.       carry out maintenance of all software, including installation and
        tests of eventual alterations, according to modifications requested by
        the CAIXA;

XXXIX.  prepare, maintain and provide to the CAIXA operation information
        throughreports and magnetic means, in a periodicity to be defined, of
        all the activities relating to collected lottery transactions; same will
        eventually apply to the management information relating to the
        transactions Type 1, 2, 4 and 5;

XL.     maintain files and records to facilitate at any time inspections and
        audits of transactions and sales;

XLI.    maintain the system, user and operation manuals up-to-date, having them
        available for the CAIXA and accredited lottery people;

XLII.   install the new terminals, mentioned in the installation schedule in the
        Attachment II, in the addresses specified by the CAIXA, in the maximum
        term of 60 (sixty) net days starting from the information date by the
        CAIXA;

XLIII.  assume all expenses resulting from removal of goods from the buildings
        of the CAIXA, Business Offices and sales points for eventual
        substitution of the network of the CONTRACTED PARTY with that of the
        winner of the bidding to be carried out;

XLIV.   faithfully accomplish all contractual stipulations, specially the
        obligations foreseen in Clause 7 above, indemnifying the CAIXA from all
        and whatever loss which may be caused by it, its directors, employees,
        subcontractors or superiors, resulting from non-accomplishment of any
        contractual obligation, without detriment to imposed legal and
        contractual comminations;

XLV.    expand the data communication network, whenever the average response
        time exceeds the initially established;



                                      -16-
<PAGE>   17

XLVI.   treat the information (data) of the CAIXA in its computer environment,
        if so defined by the Contractor, for making feasible new products and
        services, assuring a high safety level and absolute secret;

XLVII.  maitain, during the whole execution of the Contract, all the
        qualification conditions required by law, in compatibility with the
        obligations assumed by it;

XLVIII. at the request of the CAIXA, re-assign already installed lottery agents,
        with no charge, including to the lottery undertakers, observed the
        interstice of a 12 (twelve) month term;

XLIX.   be responsible for the re-assignment of terminals during the
        installation process of the terminals listed in the ATTACHMENT II,
        according to a composition plan of the platforms of the Lottery Units to
        be defined by the CAIXA;

L.      incorporate new financial services into its system, according to
        technical specifications provided by the CAIXA;

LI.     as from the receiving confirmation and validation of the numbers
        authorized for qualification of prepaid telephones in the "off-line"
        category, by the CONTRACTED PARTY to the Telecommunication Operators,
        such telephone numbers will be under the exclusive responsibility of the
        CONTRACTED PARTY, which will assure their integrity both in the central
        system maintenance as well as in the supply to the customer, having also
        to control the already commercialized PINS, of which the
        Telecommunication Operators will be informed through the CAIXA in the
        form foreseen in the own technical specification manual. At the time of
        making the "on-line" category available, this obligation will no more
        apply;

LII.    The CONTRACTED PARTY undertakes to install up to 446 equipment for bet
        collection existing in the network, until February 28, 2001, in
        locations to be defined by the CAIXA and in cities which take part in
        the presently installed network, with no charge to the CAIXA and its
        licencees.

LIM     The CONTRACTED PARTY undertakes to re-install the equipment mentioned in
        item 11.14 below in the maximum term of 30 (thirty) net days after the
        address comunication by the CAIXA.

9.      RESPONSIBILITIES OF THE CONTRACTED PARTY

9.1     FOLLOWING ARE RESPONSIBILITIES OF THE CONTRACTED PARTY:

I.      be responsible for all and whatever damage caused to the CAIXA or to
        third parties, by itself, its directors, employees, subcontractors or
        superiors, resulting from the non-accomplishment of the contractual
        obligations, improper service performance, or failures in the system of
        equipment safety and rendered services, this responsibility not
        excluding or reducing the inspection or follow-up of the services by the
        CAIXA; and

                                      -17-
<PAGE>   18

II.     be responsible as regards the CAIXA for any kind of sanction, fine,
        penalty or any lawsuit which it may be subjected to due to the service
        rendering, as well as due to the laabor contracts of its employees,
        including social, work and social security charges, in addition to tax
        duties, even in the cases involving eventual judicial decisions,
        releasing the CAIXA from any solidarity or responsibility.

9.2     The CONTRACTED PARTY authorizes the CAIXA to deduct the value
        corresponding to the damages referred to directly from the invoices
        pertinent to payments which may be owed, or from the contractual
        guarantee, regardless of whatsoever judicial or extrajudicial procedure.

10.     OBLIGATIONS OF THE CAIXA

        The CAIXA assumes the obligation to:

I.      make the due payments in the conditions established in this Contract;

II.     notify the CONTRACTED PARTY about any irregularity found in the
        execution of the services;

III.    give or withdraw credentials for sales points, establishing in contract,
        and at its discretion, the terms and conditions for credentials for each
        sales point;

IV.     inform the CONTRACTED PARTY the location addresses for the installation
        of the terminals in the lottery units;

V.      inspect the sales points for them to be legally licenced for the game
        sales and rendering of financial services through the terminals and
        communication equipment installed in its shop;


VI.     collect the sales product from each sales point;

VII.    promote the lottery games at its own discretion so as to keep the bettor
        interest, aiming at sales maximization;

VIII.   pay the due prizes of the lottery system;

IX.     provide the technical specifications of new financial products to be
        incorporated into the data comunication network of the CONTRACTED PARTY;

X.      accomplish the Installation Schedule of the Terminals supplied by the
        CAIXA, as established in the ATTACHMENT II, the CAIXA having the
        prerogative to modify the schedule referred to according to its
        operation requirements, provided that the installation in the altered
        locations has not yet been requested from the CONTRACTED PARTY;

XI.     homologate the applications developed by the CONTRACTED PARTY in the
        maximum term of 10 (ten) net days starting from their presentation by
        the CONTRACTED PARTY, under penalty that such applications be considered
        as tacitly homologated;



                                      -18-
<PAGE>   19

XII.    provide the necessary information to authorize the financial
        transactions, under the penalty of being obliged to pay for the
        transactions which are not concluded due to such contractual
        non-accomplishment by the CAIXA;

XIII.   delay in payment referred to in proposition I of this Clause will imply
        financial updating of the owed value according to the applicable
        legislation in force;

XIV.    inspect the sales point that they are equipped with alternating electric
        current dedicated line and adequate space for the installed terminals to
        regularly function;

XV.     inspect the sales point that they observe the timetable of attendance to
        the public as established by the CAIXA, observed the local municipal
        attitudes.

11.     PENALTIES AND ADMINISTRATIVE SANCTIONS

11.1    For the full or partial Contract non-fulfillment, the CONTRACTED PARTY
        will be subjected to following sanctions, with no detriment to further
        applicable comminations:

1.      admonition;

II.     fine;

Ill.    rescission of the Contract;

IV.     temporary suspension from participating in bidding and temporary
        impediment to bid with the CAIXA, for a term up to 02 (two) years;

V.      declaration of unability to participate in bidding and contract with the
        Public Administration.



                                      -19-
<PAGE>   20


11.2    The admonition will be optionally applied, at the exclusive discretionof
        the CAIXA, as a censure warning preceding the fine, in the cases of
        infringements considered light, according to the exclusive
        interpretation and convenience of the CAIXA.

        11.2.1 The CONTRACTED PARTY will be subjected to the fine of 3% (three
               per cent) on the value of his weekly remuneration, when occurring
               the third application of the admonition penalty.

11.3    The fines due to delay in the execution of the services will be applied
        based on the number of transactions which have not been completed as a
        result of the respective contractual non-fulfillment, the calculation
        forms described in the ATTACHMENT V of this Contract being observed,
        without detriment to the penalty application foreseen in subitem 7.6.4
        above.

        11.3.1 The fine referred to in this item will be composed of following
               parcels:

               (i)    R$ 0,075 (seventy-face tenths of cents of Real) per
                      foreseen and not performed financial transaction, observed
                      the provision in the ATTACHMENT V; and

               (ii)   2,875% (two point eight hundred and seventy-five per cent)
                      of the value, in Reais, corresponding to the amount of
                      lottery games foreseen and not performed each day,
                      observed the provision in the ATTACHMENT V.

11.4    The fines due to delays over 24 (twenty-four) hours in attending calls
        for corrective maintenance of the equipment assigned in the CAIXA or in
        the sales points will subject the CONTRACTED PARTY to a fine equal to
        50% (fifty per cent), calculated on the total sales average of the last
        4 (four) weeks of the sales point, and it will be collected double as
        much in the cases of relapse within 30 (thirty) net days.

11.5    The fines due to delays over 2 (two) working hours in attending calls
        for corrective maintenance in the Base Radio Stations (ERBs) will
        subject the CONTRACTED PARTY to a fine equal to 17% (seventeen per
        cent), calculated on the total sales average of the last 4 (four) weeks
        of the sales point, and it will be collected double as much in the cases
        of relapse within 30 (thirty) net days.

11.6    For the remote Base Radio Stations, the same attendance terms described
        in the item 11.5 above are at first agreed upon, the parties undertaking
        to later discuss longer terms for the attendance to such Base Radios.

11.7    The system standstill for any reason during more than 2 (two) working
        hours, due to a fault not imputable to the CAIXA, will imply a fine
        application corresponding to 4% (four per cent) per standstill day,
        calculated on the total amount of weekly collection of the damaged
        lottery sales points, settled in the immediately previous week.

11.8    If a 20 (twenty) net days delay occurs in the execution of any
        contractual obligation due to a fault of the CONTRACTED PARTY, folloing
        may occur at the exclusive discretion


                                      -20-
<PAGE>   21

        of the CAIXA: (i) rescission of the Contract, without detriment to the
        legal and contractual comminations; or (ii) guarantee loss in favor of
        the CAIXA.

11.9    If eventual total or partial standstills of the equipment occur,
        involving hardware or software failures, which may cause eventual
        alterations of the times of drawing of lots and/or the non-inclusion
        into the system of the already made bets, due to a fault imputable to
        the CONTRACTED PARTY, this will assume all the charges supported by the
        CAIXA as a result of such adverse situations.

11.10   The fine collection will be made through deduction from the invoice
        payment, if this is presented after its application, or from the
        guarantee itself, or also directly collected from the CONTRACTED PARTY.

11.11   The sanctions foreseen in the propositions I (admonition), IV (temporary
        impediment to bid) and V (declaration of unability), of item 11.1, do
        not prevent the commination of the contractual fines, indemnification
        for losses and damages or penal sanctions of a legal nature.

11.12   Penalties will only be applicable to the CONTRACTED PARTY as regards the
        non-accomplishment of the obligations related to the implementation
        services of the connections between the DPC of the CONTRACTED PARTY and
        that of the CAIXA, causing delay in the beginning of the new terminal
        operation and/or in the new transaction qualification, in the case such
        delay is due to an act exclusively imputable to the CONTRACTED PARTY.

11.13   The delay in the implementation of the terminals considered in the
        schedule of the ATTACHMENT II B will subject the CONTRACTED PARTY to a
        fine corresponding to 6% (six per cent) of the average monthly
        collection of the already installed terminals, calculated based on the
        data of the last 6 (six) months.

11.14   The standstill, single or exclusively relating to the sales services of
        numbers of prepaid cards qualification, for more than 2 (two) hours, due
        to whatever reason which can evidently be imputable to the CONTRACTED
        PARTY, excepting the cases of acts of God, will imply a fine payment
        corresponding to 20% (twenty per cent) per standstill day, applied on
        the total amount of remuneration of the CONTRACTED PARTY for these
        services at the damaged lottery sales points, collected in the same day
        of the immediately previous week.

12.     PENAL ILLICIT ACTS

12.1    The penal infringements, typefied in the Law No. 8.666/93, will be
        object of administrative and judicial procedure in the legally foreseen
        form, without detriment to the other applicable comminations.

13.     CONTRACTUAL GUARANTEE


                                      -21-
<PAGE>   22

13.1    For the purpose of this Contract execution, the CONTRACTED PARTY
        provides a guarantee in the form of caution money, in the amount of R$
        20,000,000.00 (twenty million Reais).

13.2    On the provided caution money will solely be applied the updating
        corresponding to the variation index of the savings account book for the
        lst day of the month, excluding the interest, proportionally calculated,
        when it is the case, counting from the deposit date up to its effective
        calculation.

13.3    The guarantee should be completed to its integrity, if it is the case,
        whenever a value relating to a contractual fine is deducted from it.

13.4    The guarantee will be released after the perfect accomplishment of the
        Contract, provided that all contracted terms, clauses and conditions are
        fulfilled.

13.5    The total or partial guarantee loss in favor of the CAIXA, due to
        non-fulfillment of the contractual obligations, will be made in full
        right, regardless of any fudicial or extrajudicial notice.

13.6    At any time, through communication to the CAIXA, the substitution of the
        guarantee may be accepted, under observation of the modalities foreseen
        in the Law No. 8666, of June 21, 1993.

14.     INSPECTION

14.1    During the service execution, the CAIXA, directly or through the person
        indicated by it, has the right to inspect the faithful fulfillment of
        the Contract provisions.

        14.4.1 The CAIXA will record in a report the deficiencies found in the
               service execution, notifying the CONTRACTED PARTY for the
               immediate correction of found irregularities, without detriment
               to the application of the penalties foreseen in this Contract and
               in the Law No. 8.666/93.

15.     FISCAL INCIDENCES, CHARGES, INSURANCES, ETC.

Following charges are exclusive responsibility of the CONTRACTED PARTY:

I.      all duties, taxes, improvement contributions, rates and prices owed to
        Federal, State and Municipal Treasury Revenues, resulting from the
        execution of the services object of this Contract;

II.     the contributions owed to the Social Security, INSS, FGTS, labor
        charges, insurance premia and charges resulting from work accidents,
        emoluments and other expenses which may be necessary for the execution
        of the services object of this Contract;

III.    all and whatever rate or emolument owed to any federal, state or
        municipal entity, resulting from the execution of the services object of
        this Contract.


                                      -22-
<PAGE>   23

16.     NON-FULFILLMENT AND RESCISSION OF THE CONTRACT

16.1    The total or partial non-fulfillment of the contract gives occasion to
        the Contract rescission, with the contractual consequences and those
        foreseen in Law.

16.2    Following motives give occasion to Contract rescission, regardless of
        notification or judicial or extrajudicial interpretation:

I.      total or partial non-fulfillment, by the CONTRACTED PARTY, of any of the
        obligations/responsibilities foreseen in this Contract;

II.     total or partial transfer of the Contract without the previous consent
        of the CAIXA;

III.    reiterated faults or defects in the execution of the services;

IV.     bankruptcy of the CONTRACTED PARTY;

V.      company dissolution;

VI.     the social alteration or the modification of the company objective or
        structure which, in the judgment of the CAIXA, may impair the execution
        of the Contract;

VII.    the slowness in its accomplishment, which brings the CAIXA to presume
        the nonexecution of the service;

16.3    Should the contractual rescission occur based on the provisions I and
        VII above, the Guarantee will revert in favor of the CAIXA, without
        detriment to further applicable indemnifications.

16.4    Independently of any judicial or extrajudicial procedure by the CAIXA,
        the rescission of the Contract will imply the retention and assumption
        of the credits resulting from Contract, up to the limit of the damages
        caused to the CAIXA, without detriment to the sanctions foreseen in this
        Contract and in Law, until complete indemnification from caused damages.

17.     CONFIDENTIALITY

17.1    The CAIXA and the CONTRACTED PARTY are aware that they should, by
        themselves, their directors, employees, subcontractors or superiors,
        keep the most complete and absolute SECRET, as regards the data, about
        information or documents of any nature shown, handled or by any form or
        way they may take notice of, by reason of the services now contracted,
        therefore remaining, by force of law, civilly and criminally responsible
        for their undue disclosure, negligent or incorrect utilization, without
        detriment to the responsibility for losses and damages they may cause
        and the imposed contractual comminations.

                                      -23-
<PAGE>   24

18.     FINAL PROVISIONS

18.1    In the counting of the terms established in this Contract the beginning
        day will be excluded and the due day will be included.

18.2    The terms referred to in this Contract begin and expire only in working
        day of the CAIXA.

18.3    Any and whatever work achieved by the assigned people, directly or
        indirectly related with the signed Contract object, will be repassed to
        the CAIXA concomitantly to the development of its steps or phases, duly
        documented, on headletter paper of the CONTRACTED PARTY, in usual
        language and standard of the CAIXA.

18.4    During the period of validity of the Contract the CAIXA will have
        unrestricted access to the system, and the CONTRACTED PARTY should
        notify all details of the development, implementation and
        operationability, for purposes of management of the services object of
        the Contract.

18.5    In case of Contract rescission for a reason not assigned to the CAIXA,
        this reserves the right to keep the possession and continue utilizing
        the system with all the resources necessary for the lottery services
        maintenance, including the network and all hardware and software
        equipment which have been implemented by the CONTRACTED PARTY, for the
        necessary and sufficient period of time for the new contracting process,
        with no charges to the CAIXA.

18.6    The CONTRACTED PARTY is forbidden to use the Contract as caution or
        utilize it for any financial operation without previous and express
        authorization by the CAIXA.

18.7    The CAIXA will define an exclusive representative for interlocution with
        the CONTRACTED PARTY, who will be the SOLE authorized to negotiate
        questions relating to the supply comprehended by this Contract.

19.     ACKNOWLEDGE OF THE RIGHTS OF THE CAIXA

19.1    The CONTRACTED PARTY acknowledges the rights of the CAIXA, in the case
        of administrative rescission foreseen in Art. 77 of the Law No.
        8.666/93.

20.     COURT

        The Judicial Section of the Federal Justice of the Federal District
        shall be competent to settle the questions resulting from this Contract.

        So, having as just and contracted, the CAIXA and the CONTRACTED PARTY
        sign the present term in 04 (four) copies of equal content and form, in
        the presence of the below signed witnesses.


                                      -24-
<PAGE>   25


                                            Brasilia-DF May 26, 2000

                                            (Signed)

                                            ----------------------------
                                            by CAIXA ECONOMICA FEDERAL




                                            (Signed)

                                            ----------------------------
                                            by     GTECH BRASIL LYDA.




WITNESSES:





























                                   ATTACHMENTS




                                      -25-
<PAGE>   26


TECHNICAL SPECIFICATIONS OF THE NEW TERMINALS

        Installation Schedule of the Terminals



        Training Schedule

        Maintenance Period

        Fine Calculation Form

        Connection with the Data Processing Center of the CAIXA

        Network Response Time

        Projections of the Transaction Volumes

ATTACHMENT I

        TECHNICAL SPECIFICATIONS OF THE NEW TERMINALS
<TABLE>
<CAPTION>
                               HARDWARE COMPONENTS
                               -------------------
<S>                                <C>
        CPU
Processor:                          AMD K6-lI 450 MHz
Memory:                             64 MB
Hard disk:                          4.3 GB
Ports:                              1 parallel, 3 serial
Boards:                             1 multi-serial card with 3 ports
Feed source:                        110/220 Volts
Dimensions:                         420 mm (length = L) x 150 mm (width = W) x 350 mm
(height = H)
Weight:                                     6.0 kg
        Printer
Characters:                         Bidirectional impact and authenticating printer,
                                    modified by the manufacturer to meet specific
                                    requirements such as reel width 3.25" and specific
                                    characters implemented in the firmware.
Interface:                          Serial DB-9
Feed source:                        110/220 Volts
Dimensions:                         220 mm L x 206 mm W x 120 mm H
</TABLE>

                                      -26-
<PAGE>   27


<TABLE>
<S>                                <C>
Weight:                                     2.7 kg
</TABLE>



<TABLE>
<CAPTION>
OMR (OPTICAL MARK READER)
-------------------------
<S>                                <C>
Reader:                             with: 3.25 inches, 12 channels, spacing among channels
                                       '/."
Interface:                          Serial DB-9
Feed source:                        110/220 Volts
Dimensions:                         185 mm L x 170 mm W x 105 mm H
Weight:                             4.1 kg (including source)

        No-break
Capacity:                                   500 VA
Interactive technology
Input voltage:                      110 or 220 Volts

        Monitor
Features:                                   9" monochromatic
Feed source:                        110/220 Volts
Dimensions:                         245 mm L x 235 mm W x 220 mm H
Weight:                                            3.5 kg

        Barcode Reader and CMC-7
Features:                                   Half-automatic reader of CMC-7 and Barcode
Interface:                                  Serial RJ-45
Feed source:                        110/220 Volts
Dimensions:                         220 mm L x 70 mm W x 90 mm H (without tray for
documents)
Weight:                                     480 grams

        Keyboards
1)  Operator:                       84 configurable keys
    Interface:                      Serial MINI DIM
    Dimensions:                     270 mm L x 230 mm W x 80 mm H
    Weight:                         535 grams

2)  Customer:                       Keyboard PIN 12 keys with display LCD 2 x 16, Magnetic
                                    Card Reader Track 1-2, Serial Communication (DB-9),
                                    Triple Cryptograpgy DES and Smart Card Reader EMV
                                    compatible.
Feed source:                        110/220 Volts

</TABLE>


                                      -27-
<PAGE>   28


                               FINANCIAL TERMINAL



<TABLE>
<S>                        <C>
PRINTER
--------
Graphic, matricial printer 46/56
Document authentication                                   CPU
                                                          ---
                                            Operation System Windows NT
                                            workstation
Gtech.                                      Microprocessor AMD K6-II 450 MHz

64 Mbytes memory

                                    4.3 Gbytes HD
                                    4 ports multiserial board
                                    Total of ports
                                    Parallel - 01                BARCODE AND CMC
                                                                 ---------------
7
                                    Serial - 07                  READER
                                                                 ------
OPTICAL MARK READER
-------------------                                              Half-automatic
                                                                 Barcode CMC-7
                                                                 Reader, Interface
                                                                 RS-232C RJ-45
                                                                 Feed source full range




                            Monitor 9" monochromatic
                            ------------------------




MAGNETIC CARD
       READER                                                    KEYBOARD




</TABLE>

                                      -28-
<PAGE>   29




                                 ATTACHMENT II A

                     INSTALLATION SCHEDULE OF THE TERMINALS



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
     Region       D+90       D+120       D+150      D+180       D+210      D+240       Total
-------------------------------------------------------------------------------------------------
<S>              <C>        <C>         <C>        <C>         <C>        <C>          <C>
       AC                                                               5                      5
-------------------------------------------------------------------------------------------------
       AL                                                              52                     52
-------------------------------------------------------------------------------------------------
       AM                                                              44                     44
-------------------------------------------------------------------------------------------------
       AP                                                               2                      2
-------------------------------------------------------------------------------------------------
       BA                           100        100         102                     37        339
-------------------------------------------------------------------------------------------------
       CE                                      100          62                     20        182
-------------------------------------------------------------------------------------------------
       DF                                                                                      0
-------------------------------------------------------------------------------------------------
       ES                            50         65                                 13        128
-------------------------------------------------------------------------------------------------
       GO                           100        150         100         19          45        414
-------------------------------------------------------------------------------------------------
       MA                                                              61           8         69
-------------------------------------------------------------------------------------------------
       MG                                      450         357                    109      1,016
-------------------------------------------------------------------------------------------------
       MS                                                              61           8         69
-------------------------------------------------------------------------------------------------
       MT                                                              57           8         65
-------------------------------------------------------------------------------------------------
       PA                                                   52         34          10         96
-------------------------------------------------------------------------------------------------
       PB                                                              64           8         72
-------------------------------------------------------------------------------------------------
       PE                            50        100          35                     22        207
-------------------------------------------------------------------------------------------------
       PI                                                              47                     47
-------------------------------------------------------------------------------------------------
       PR                                      250         248                     61        559
-------------------------------------------------------------------------------------------------
       RJ                           100        231         332                     79        742
-------------------------------------------------------------------------------------------------
       RN                                                              47           8         55
-------------------------------------------------------------------------------------------------

</TABLE>

                                      -29-
<PAGE>   30
<TABLE>
<S>              <C>           <C>           <C>        <C>         <C>        <C>       <C>
-------------------------------------------------------------------------------------------------
       RO                                                              25                     25
-------------------------------------------------------------------------------------------------
       RR                                                               3                      3
-------------------------------------------------------------------------------------------------
       RS                                                  239        206          59        504
-------------------------------------------------------------------------------------------------
       SC                                      220                                 25        245
-------------------------------------------------------------------------------------------------
       SE                                                   30         26                     56
-------------------------------------------------------------------------------------------------
       SP               980       1,029                                           280      2,289
-------------------------------------------------------------------------------------------------
       TO                                                              15                     15
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
     TOTAL/
     month              980       1,429      1,666       1,657        768        8000      7,300
-------------------------------------------------------------------------------------------------
  Accumulated
     Total              980       2,409      4,075       5,732      6,500       7,300
-------------------------------------------------------------------------------------------------
</TABLE>



REMARK: We consider D as the contract signature date.


                                      -30-
<PAGE>   31


                                 ATTACHMENT II B

  <TABLE>
  <CAPTION>
-------------------------------------------------------------------------------------------------
                      INSTALLATION SCHEDULE OF THE LOTTERY UNITS
-------------------------------------------------------------------------------------------------
                                          2000                                Total
-------------------------------------------------------------------------------------------------
  REGION     JUN      JUL      AUG      SEP      OCT       NOV     DEC
-------------------------------------------------------------------------------------------------
<S>         <C>       <C>      <C>      <C>      <C>      <C>     <C>         <C>
  AC                     4                 4                                     8
----------------------------------------------------------------------------------------------
  AL                    10                17        14                 15       56
----------------------------------------------------------------------------------------------
  AM                     6                11         9                  5       31
----------------------------------------------------------------------------------------------
  AP                                       3         4                  1        8
----------------------------------------------------------------------------------------------
  BA                    47       67                 66      62                 242
----------------------------------------------------------------------------------------------
  CE                    25                31        33      27                 116
-------------------------------------------------------------------------------------------------
  ES                    10        9                  9       4                  32
-------------------------------------------------------------------------------------------------
  GO                    20                22         9                 19       70
-------------------------------------------------------------------------------------------------
  MA                    18                20        35                 22       95
-------------------------------------------------------------------------------------------------
  MG                             64                 55      65         74      258
-------------------------------------------------------------------------------------------------
  MS                    15       10                  4                  3       32
-------------------------------------------------------------------------------------------------
  MT                    17                13        11                 13       54
-------------------------------------------------------------------------------------------------
  PA                    21                22        23                 22       88
-------------------------------------------------------------------------------------------------
  PB                    15       17                 18      23                  73
-------------------------------------------------------------------------------------------------
  PE                    28       24       37                25                 114
-------------------------------------------------------------------------------------------------
  PI                    18       10                 10                 11       49
-------------------------------------------------------------------------------------------------
  PR                    19       29       40                           30      118
-------------------------------------------------------------------------------------------------
  RJ                              3                  2       1          5       11
-------------------------------------------------------------------------------------------------
  RN                    13                18        15      24                  70
-------------------------------------------------------------------------------------------------
  RO                     2                 4         2                  4       12
-------------------------------------------------------------------------------------------------
</TABLE>


                                      -31-
<PAGE>   32



<TABLE>
<S>         <C>       <C>      <C>      <C>      <C>      <C>     <C>         <C>
-------------------------------------------------------------------------------------------------
  RR                                       3         2                           5
-------------------------------------------------------------------------------------------------
  RS                    15       29       23                30         10      107
-------------------------------------------------------------------------------------------------
  SC                             18       18                35         22       93
-------------------------------------------------------------------------------------------------
  SE                    13       14                  8                  7       42
-------------------------------------------------------------------------------------------------
  SP                             31       48                39         66      184
-------------------------------------------------------------------------------------------------
  TO                    15        6                  5                  6       32
-------------------------------------------------------------------------------------------------

  TOTAL                331      331      334       334     335        336     2000
-------------------------------------------------------------------------------------------------
</TABLE>







                                      -32-
<PAGE>   33



                                 ATTACHMENT III

                                TRAINING SCHEDULE

The Field Technician of the CONTRACTED PARTY should give instructions about the
use of all peripherals, handling and operation cares of the new equipment. The
instructions which the technician will give relating to this type of training
take into account that the Undertaker has already knowledge of the lottery
environment.

According to this project, the training will take place immediately after the
installation of the new equipment in the Lottery Unit, for up to 6 (six)
employees, provided they are present on the installation date.

DIDACTIC MATERIAL

        -      Manual (it will be sent together with the equipment and
               delivered by the technician at the moment of the
               installation/training)

        -      The Terminal itself installed in the Shop (with a stand-alone
               program, which will be deleted by the technician after the
               instructions have been concluded)

PROPOSED PROGRAM

        -       Presentation of the Terminal

        -       Presentation of the Peripherals

        -       Instructions for Printer Handling

        -       Operation of the Keyboard (functions of the keys) - Operation of
                the Optical Reader

        -       Operation of the Barcode and CMC-7 Reader

        -       Operation of the Magnetic Card Reader

        -       Guidelines for Receiving and Storing Consumables

        -       Access to the Call Center Service

OTHERS

        -       After the training has been concluded, the Field Technician
                should run a deactivation routine of the stand-alone program,
                which will automatically enable the on-line program, letting the
                sales point ready to perform the transactions.

        -       The Manual will be the support and consultation material for the
                lotttery undertaker durante his day by day work.



                                      -33-
<PAGE>   34


                                  ATTACHMENT IV

                               MAINTENANCE PERIOD

Mondays to Fridays           from 9:00 a.m. to 5:00 p.m.

Saturdays                    from 9:00 a.m. to 2:00 p.m.





















                                      -34-
<PAGE>   35




                                  ATTACHMENT V

                              FINE CALCULATION FORM

In the case of the installation of new terminals and development of applications
for the new financial transactions, the non-implementation within the terms
agreed upon will imply a fine to be calculated based on the transactions which
will be carried out in these terminals after their implementation. However, if
the delay period is more than 30 net days, the transaction volume to be taken as
a reference to be utilized for penalty purpose will be the transactions
projected in the Attachment VIII.

For the purpose of calculation of the fine to be applied, following three
transaction types will be added:

- Transactions of lottery games

- Transactions of account payments

- New financial transactions

The fine calculation will be as follows:

1 .     Firstly, all the terminals which have been affected by the problem are
        identified.

2.      Then, the period of the day and of the week is identified, during which
        each of these terminals remained inoperative.

3.      Next, we will check to see how many transactions these terminals have
        performed in similar periods of the previous week, if in this week
        exceptional standstills for whatever reason have not been found. In the
        case exceptional standstills have occurred, we proceed back one week
        more until we find a week with no abnormality.

4.      In the case it is a new terminal, a comparative calculation will be
        applied from already installed terminals in the same lottery house, or
        in the nearest lottery house, if we are speaking of a new lottery sales
        point.

5.      Since all lottery and financial transactions have been accounted, which
        have been collected in the terminals referred to in the period used for
        comparison, then we will apply the fines specified in item "Penalties to
        the CONTRACTED PARTY".



                                      -35-