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                                                                EXHIBIT 10.37

                Agreement for Instant Ticket Vending Machines

        This Agreement for instant ticket vending machines is entered into
between the State of Florida, Department of the Lottery ("Lottery") and
International Lottery, Inc. d/b/a Interlott ("Interlott").

                                  WITNESSETH:

        Whereas, the Lottery issued its Request for Proposal number
95/96-025/R for instant ticket vending machines for the Florida Lottery
("RFP"); and

        Whereas, pursuant to the RFP, the Lottery has selected Interlott to
provide instant ticket vending machines ("ITVMs") to the Lottery:

        Now, Therefore, the Lottery and Interlott agree as follows:

        1.  Parties.  The parties to this Agreement are the State of Florida,
Department of the Lottery and International Lottery, Inc. d/b/a Interlott.

        2.  Term.  This Agreement shall become effective upon execution by the
parties and shall remain in effect for eighteen (18) months, unless sooner
terminated pursuant to the terms of the RFP.  This Agreement may be renewed for
two (2) additional one (1) year terms, as provided in the RFP.

        3.  Incorporation by Reference.  The RFP and any addenda thereto and
the technical and cost proposals of Interlott, including letters from Interlott
to the Lottery dated November 20, 1996, and December 23, 1996, are incorporated
by reference and made integral parts of this Agreement.  In the event of
conflict between the terms of the documents that are incorporated by reference
and the terms of this Agreement, the Agreement shall prevail.

        4.  Covenant for Services.  Interlott agrees to provide the technical
requirements and services set forth in Section 3 of the RFP except as modified
herein.

        (a)  Interlott shall lease to the Lottery a total of 500 12 bin ITVMs
(TTS 12000), including LED message display units.  In accordance with the
contract negotiations, the terms of the RFP and Interlott's response to the
RFP.

        (b)  Commencing in January 1997, Interlott will begin installing ITVMs
throughout the State of Florida.  A minimum of 150 ITVMs per month will be
deployed, beginning with the first full month following execution of the
contract, in accordance with
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instructions provided by the Lottery, until installation of the 500 ITVMs
described above is complete.

        (c)  Upon completion of installation of an ITVM and training of
retailer personnel, Interlott shall obtain from the retailer and provide to the
Lottery a signed Receipt of ITVM form which shall specify the date upon which
the ITVM is installed and operational.

        (d)  Maintenance Requirements.

                (1)  Interlott shall provide a toll-free hotline number
        for retailers to report problems with ITVMs in accordance with
        Section 3.11.4 of its proposal. Interlott must respond to calls
        received between the hours of 6:00 a.m. and 10:00 p.m., ET.

                (2)  The response time by Interlott for repair calls considered
        to be critical shall be six (6) hours on Tuesday through Saturday and
        ten (10) hours on Sunday and Monday.  Calls reporting any of the
        following problems are considered to be critical:

                1.  The entire ITVM is unable to sell tickets.

                2.  The bill acceptor on an ITVM is inoperable.

                3.  Two or more of the bins on an ITVM are inoperable.

                4.  An ITVM has accepted a counterfeit bill.

                (3)  All calls other than those described above as
        critical shall be considered non-critical.  The response time by
        Interlott for non-critical calls shall be twelve (12) hours.

                (4)  Preventive maintenance shall be performed on each ITVM at
        least once every six (6) months to maintain maximum uptime.

                (5)  Notwithstanding the response times described in
        subparagraphs (2) and (3) above, it is understood that maintenance
        service, and repair service for non-critical calls, is required to be
        provided only during the hours of 8:00 a.m.- 5:00 p.m., ET, Tuesday
        through Saturday.  Repair service for critical calls shall be provided
        8:00 a.m. - 5:00 p.m., ET, seven days a week.  Response times do not
        include hours outside the required service hours.


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        (e) Liability for acceptance of counterfeit or photocopied currency
will be the responsibility of Interlott when such occurrence is formally
reported by a retailer under the provisions of the retailer agreement.  The
Lottery reserves the right to require Interlott to replace the bill acceptor on
an ITVM if the ITVM has accepted a counterfeit bill.

        5.  Commodities.

        (a) Interlott shall provide 22 data transmitters to be used for
programming the LED message display units at a cost of $350 each.
Interlott shall also provide 11 copies of the computer software necessary
to operate the data transmitters, at a cost of $80 per copy, and a license
to use the software for as long as the data transmitters are owned by the
Florida Lottery.  The delivery schedule and training on the use of the
data transmitters shall be agreed upon by the parties.  Interlott shall
invoice the Lottery for the cost of the data transmitters and software
upon their delivery and shall be compensated in accordance with Section
215.422. Fla. Stat.

        (b) Interlott shall provide 5 keypad programmers for the LED message
display units at no charge.

        6.  Compensation.  The Lottery agrees to compensate Interlott, for the
initial term of the contract, the sum of $200 per month per ITVM from the
date of installation of the ITVM, as evidenced by the signed Receipt of
ITVM form.  For the month in which an ITVM is installed, payment shall be
prorated from the date of installation based on the number of days in the
month.  Payment shall be made to International Lottery, Inc., P.O. Box
8500, S-41855, Philadelphia, Pennsylvania 19178.  In the event the
agreement is renewed, compensation for the renewal term will be negotiated
by the parties.

        7.  Contract Terms.  General and Specific contract terms as set forth
in Section 1.32 of the RFP are specifically incorporated by reference as
this paragraph 7 of the Agreement.

        8.  Public Entity Crime Statement.  A person of affiliate who has been
placed on the convicted vendor list following a conviction for public
entity crime may not submit a bid on a contract to provide any goods or
services to a public entity, may not submit a bid on a contract with a
public entity for the construction or repair of a public building or
public work, may not submit bids on leases of real property to public
entity, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity, and
may not transact business with any public entity in excess of the
threshold amount provided in Section 287.017, for CATEGORY TWO for a
period of 36 months from the date of being placed on the convicted vendor
list.


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        9. Notice to Contractor.  The Department shall consider the employment
by any contractor of unauthorized aliens a violation of section 274A(e) of the
Immigration and Nationalization Act.  Such violation shall be cause for
unilateral cancellation of this Agreement.

        In Witness Whereof, the parties have executed this Agreement for
instant ticket vending machines on the month, day and year shown below.

State of Florida                        International Lottery, Inc.
Department of the Lottery               d/b/a/Interlott

By: /s/                                 By: /s/
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    Marcia Mann, Ph.D.                      (Authorized Signature)
                                            David F. Nichols

As its: Deputy Secretary                As its: Senior Vice President
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Date: 7 Jan. 97                         Date:  1/6/97
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Approved as to legal form
and sufficiency by:

By: /s/                                 Date: 1/7/97
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