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                                                                  Exhibit 4.3(j)


                                 FIRST AMENDMENT
                               TO CREDIT AGREEMENT

         This First Amendment to Credit Agreement (the "Amendment") is entered
into this 3rd day of October, 2001, by and between FIFTH THIRD BANK, an Ohio
banking corporation (the "Bank") and INTERLOTT TECHNOLOGIES, INC., a Delaware
corporation (the "Borrower").

         WHEREAS, Bank and Borrower entered into that certain Credit Agreement
dated as of May 31, 2001 (as amended, the "Agreement");

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

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

         1.    AMENDMENTS.

         (a)   Section 5, Subsection 5.13 of the Agreement is hereby amended and
               restated in its entirety as follows:

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

         DATE                                                 MINIMUM AMOUNT

         9/30/01                                              $14,053,000
         12/31/01                                             $15,578,000
         3/31/02                                              $15,587,000
         6/30/02                                              $16,174,000
         9/30/02                                              $16,801,000
         12/31/02                                             $16,657,000
         3/31/03                                              $17,162,000
         6/30/03                                              $17,404,000
         9/30/03                                              $17,436,000
         12/31/03                                             $17,436,000
         3/31/04                                              $17,436,000

         (a)  The following definitions set froth on Exhibit A to the Agreement
              are hereby amended and restated in their entirety as follows:

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




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         (excluding the $9,000,000 seller note), as reflected on Borrower's
         balance sheet, plus the following amounts as determined at the close
         of the calendar quarters set forth below:

                  CALENDAR QUARTER                   ADDITIONAL INDEBTEDNESS
                  ----------------                   -----------------------
                  June 30, 2001                      $8,750,000.00
                  September 30, 2001                 $8,300,000.00
                  December 31, 2001                  $7,850,000.00
                  March 31, 2002                     $7,400,000.00
                  June 30, 2002                      $6,950,000.00
                  September 30, 2002                 $6,500,000.00
                  December 31, 2002                  $6,050,000.00
                  March 31, 2003                     $5,600,000.00
                  June 30, 2003                      $5,150,000.00
                  September 30, 2003                 $4,700,000.00
                  December 31, 2003                  $4,250,000.00
                  March 31, 2004                     $3,800,000.00

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

                  CALENDAR QUARTER                   ADDITIONAL INDEBTEDNESS
                  ----------------                   -----------------------
                  June 30, 2001                      $8,750,000.00
                  September 30, 2001                 $8,300,000.00
                  December 31, 2001                  $7,850,000.00
                  March 31, 2002                     $7,400,000.00
                  June 30, 2002                      $6,950,000.00
                  September 30, 2002                 $6,500,000.00
                  December 31, 2002                  $6,050,000.00



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                  March 31, 2003                     $5,600,000.00
                  June 30, 2003                      $5,150,000.00
                  September 30, 2003                 $4,700,000.00
                  December 31, 2003                  $4,250,000.00
                  March 31, 2004                     $3,800,000.00

         "Senior Debt Credit Facility" shall mean (a) that certain Credit
         Agreement by and between Borrower and Bank originally dated January 25,
         2001, as amended thereafter, the most recent amendment being the Fourth
         Amendment to Credit Agreement dated of even date herewith and (b) the
         On Point off balance sheet obligation.

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

         (a)  The representations and warranties of Borrower contained in
              Section 3 of the Agreement are deemed to have been made again on
              and as of the date of execution of this Agreement, and are true
              and correct as of the date of execution hereof.

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

         3.       CONDITIONS. Bank's obligations under this Agreement are
                  subject to the following conditions:

         (a)  Borrower has executed and delivered to Bank this First Amendment
              to Credit Agreement.

         (b)  The representations and warranties of Borrower in Section 2
              hereof shall be true and correct on the date of execution of this
              Amendment.

         (c)  Borrower has executed and delivered to Bank the Borrower's
              Certificate attached hereto.

         4.   GENERAL.

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



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

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

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

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

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

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


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

         INTERLOTT TECHNOLOGIES, INC.


         By:_____________________________


         Its:______________________________


         FIFTH THIRD BANK


         By:______________________________


         Its:_______________________________