<PAGE>   1
                                                                   EXHIBIT 10.33

                                                DEPARTMENT OF AGENCY NUMBER
                                                              TFA

                                                CONTRACT ROUTING NUMBER
                                                             01005





THIS CONTRACT, Made this 13th day of June, 1996, by and between the State of
Colorado for the use and benefit of the Department of Revenue, State Lottery
Division, 720 South Colorado Blvd., Suite 110, Denver, Colorado 80222,
hereinafter referred to as the State, and International Lottery, Inc,
(Interlott), 6665 Creek Rd., Cincinnati, OH 45242-4117, hereinafter referred to
as the contractor.

        WHEREAS, authority exists in the Law and Funds have been budgeted,
appropriated and otherwise made available and a sufficient unencumbered balance
thereof remains available for payment in Fund Number 503, G/L Account Number
020, Contract Encumbrance Number C97005; and

        WHEREAS, required approval, clearance and coordination has been
accomplished from and with appropriate agencies; and

        WHEREAS, the State, operating through the State Lottery Division of
the Department of Revenue, and in order to obtain competitive proposals from
qualified vendors to provide to the State Lottery Division, Scratch Ticket
Vending Machines (STVMs) and related maintenance services, issued bid number
TFA-6-578-50-5 on July 27, 1995 and amended the bid by issuing Addendum 1 on
August 14, 1995 and Addendum 2 on August 16, 1995 (herein collectively referred
to as the Bid); and

        WHEREAS, the Lottery, through the State procurement process issued;
and,

        WHEREAS, the Contractor timely submitted its response to the Bid on
August 17, 1995 (hereinafter referred to as the Proposal); and

        WHEREAS, the Proposal was in compliance with the Bid and Colorado law;
and

        WHEREAS, the State evaluated all timely, complete, and qualified
proposals in accordance with the contract award criteria established in the Bid
and the procurement process; and

        WHEREAS, the State determined that the Contractor's Proposal was the
second lowest responsible proposal which best serves the interests of the State
and awarded the contract for the goods and services specified in the Bid to the
Contractor; and

        WHEREAS, the Lottery was unable to contract with the apparent
successful bidder, and

        WHEREAS, the State through the procurement process may contract with
the next most responsive and responsible bidder, and,

        WHEREAS, the Contractor has complied with and passed the security and
financial evaluations required by Colorado law and is otherwise qualified; and

        WHEREAS, the State and the Contractor desire to enter into this
contract as anticipated by the Bid.

        NOW THEREFORE, it is hereby agreed that in consideration of the
mutual convenants and agreements hereinafter set forth, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:


                              Page 1 of 10 pages
<PAGE>   2
1.      INCORPORATION OF INVITATION FOR BID AND PROPOSAL

        Invitation For Bid number TFA-6-578-30-5, as amended and the
        Contractor's proposal dated August 17, 1995 are hereby incorporated
        by reference as if fully set forth herein, and the terms and conditions
        of the Bid and the Proposal hereby become contractual obligations of
        the parties.  To the extent that there may be a conflict or
        inconsistency between the provisions of this contract, the Bid and the
        Proposal, then the provision of each of the documents shall be given
        effect in accordance with the following order of priority: (1) this
        contract (2) the Bid, as amended and (3) the Contractor's Proposal.

2.      CONTRACT PERIOD

        The time period to be covered by the initial term of this contract is
        from July 1, 1996 through June 30, 1998.

        Subject to the State Lottery Division being renewed during the 1999
        Legislative Session, the contract may be extended under the
        original terms at the sole discretion of the State Lottery Division for
        two (2) additional one-year periods, up to a maximum of two (2)
        additional one-year periods.  Thus, the initial contract and all
        possible extensions may be from contract signing through June 30, 2000.

3.      LEASE

        All machines procured under this contract shall be leased.  The Lottery
        shall acquire no purchase interest in the equipment.

4.      PAYMENT

        Payments shall be made to the Contractor by the State in accordance
        with the matrix set forth in the Contractor's pricing proposal
        (Attachment A).  Total lease payments under this contract and any
        extensions thereof shall not exceed $650,000 per twelve (12) month
        period.  In the event that the Legislature appropriates less than
        $650,000 annually, STVMs may be returned to the Contractor to decrease
        the total lease payment to no more than the allowable level of spending
        authority without penalty to the Lottery. In the event funding is
        appropriated by the Legislature for the lease of additional STVMs, this
        contract may be amended to reflect that additional lease authority.  If
        this additional amount is later reduced by the Legislature, machines
        leased under that spending authority may be returned to the Contractor
        with no penalty to the Lottery in order to reduce the total lease
        payment to no more than the allowable level of spending authority
        without penalty to the Lottery.

        The Contractor may invoice the State monthly for the lease of STVMs as
        set forth in this contract.  The Contractor shall send the invoice
        to the Lottery Controller at Lottery Headquarters.  The State will
        process the invoice for payment on a net 30 day basis.

5.      INTEGRATION

        This agreement is intended as the complete integration of all
        understandings between the parties.  No prior or contemporaneous
        addition, deletion or other amendment hereto shall have any force
        or effect whatsoever, unless embodied here in writing.  No subsequent
        novation, renewal, addition, deletion or other amendment hereto shall
        have any force or effect unless embodied in a written contract executed
        and approved pursuant to the State Fiscal Rules.

6.      AUTHORITY TO EXECUTE

        The persons signing this contract warrant and represent that they have
        full right, power and authority to execute this contract on behalf
        of their respective parties.

7.      COMPLETE CONTRACT

        The State warrants and represents that the execution of this contract
        by the persons whose signatures appear hereon is sufficient to put
        this contract into full force and effect and to make this contract a
        binding obligation of the State.  The State warrants and represents
        that no purchase order or other instrument, is required to put this
        contract into full force and effect and to make this contract a binding
        obligation of the State.


                                 Page 2 of 10
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8.   PRIME CONTRACTOR RESPONSIBILITIES

     The Contractor will assume all responsibility for the performance of
     all services, whether or not subcontractors are involved.  The State will
     consider the Contractor to be the sole point of contact with regard to all
     matters and will not initiate or maintain contacts with any subcontractor
     except as agreed to in writing by the parties to this Contract.  If any
     part of the work is to be subcontracted, the Contractor will provide a
     complete description of the work to be subcontracted.  The Contractor must
     furnish the subcontractor's corporate or company name and the names of key
     personnel assigned by the subcontractor.  Subcontractors may be subject to
     security and financial checks if the Lottery deems them necessary.  The
     costs of such subcontractor investigations may be borne by either the
     Contractor or the subcontractor to whom the investigation applies.

9.   PREVAILING WAGES

     The Contractor shall comply with all State laws, rules and regulations
     pertaining to prevailing wages and shall require such compliance by all its
     subcontractors.

10.  BENEFIT

     The agreement is for the benefit of the Contractor and the State, and
     not for the benefit of any third party or person.

11.  COMPLIANCE WITH LAW

     The Contractor agrees to comply with all Federal, State and Local laws,
     rules and regulations in its manufacture and transportation of tickets and
     related materials and performance of all other terms under this Contract.

12.  COVENANT AGAINST CONTINGENT FEES

     The Contractor warrants that it has not employed or retained any
     company or person (other than a bona fide employee working solely for the
     offeror) to solicit or secure this Contract, and that it has not paid or
     agreed to pay any person or entity (other than a bona fide employee working
     solely for the offeror) any fee, commission, percentage, brokerage fee,
     gift, or other consideration on a basis that is contingent upon the award
     of this Contract.  For breach or violation of this warranty, the State
     shall have the right to annul the Contract without liability, or, in its
     discretion, to deduct from the Contract price, the full amount of such
     commission, percentage, brokerage, or contingent fee.

13.  PATENTS, COPYRIGHTS, TRADEMARKS, AND SERVICEMARKS

     The Contractor shall indemnify the Lottery and hold it harmless from
     any and all claims that the materials or services provided to the Lottery
     do not infringe any rights under any existing valid patent, copyright,
     trademarks, servicemark or other intellectual property protected by law.

14.  NON-DISCLOSURE OF LOTTERY PLANS

     The Contractor must use its best efforts to assure that the details of
     any game planned by the Lottery are not disclosed to persons or
     organizations other than the personnel, agents and subcontractors of the
     Contractor whose assistance in the production of the game is necessary,
     until the Lottery announces same.

15.  ROYALTIES FOR SCENES, PORTRAITS, PHOTOGRAPHS, COPYRIGHTS, TRADEMARKS,
     PROPRIETARY MATERIAL, ETC.

     The Lottery shall reimburse the Contractor at cost for royalties to be
     paid to outside parties for rights to use any proprietary material
     provided that the Contractor obtains prior written approval from the
     Lottery.


                                 Page 3 of 10
<PAGE>   4
16. NOTICE

    Unless another part of this contract specifically provides otherwise,
    all notices and communications required by this contract shall be in writing
    and shall be mailed by first-class mail to:

     IF TO THE STATE:                IF TO THE CONTRACTOR:

     Mark Zamarripa, Director        David F. Nichols
     Colorado Lottery                International Lottery, Inc.
     201 West 8th Street             6665 Creek Road
     Pueblo, CO 81003                Cincinnati, OH 45242-4117

17.  INDEPENDENT CONTRACTOR

     The Contractor shall perform its duties hereunder as an independent
     contractor and not as an employee.  Neither the Contractor nor any
     agent or employee of the Contractor shall be or shall be deemed
     to be an agent or employee of the state.  Contractor shall pay when due
     all required employment taxes and income tax withholding, shall
     provide and keep in force worker's compensation (and show proof of such
     insurance) and unemployment compensation insurance in the amounts
     required by law, and shall be solely responsible for the acts of the
     Contractor, its employees and agents.

18.  ADDITIONAL SECURITY REQUIREMENTS

     Due to the stringent security provisions stipulated by Colorado
     statues, the Lottery must control who performs services under this
     contract.  Therefore, it is expressly understood by the Contractor that
     all employees or organizations utilized by the Contractor in the
     performance of this contract in either a direct or indirect role must
     be approved in advance and in writing by the Lottery Director and
     Security Director.  Further, such employees or organizations may not
     furnish products or services to any other Colorado Lottery contractor
     in the performance of its contractual obligations in Colorado unless
     permission for such participation is secured in writing from the Lottery
     Director and Security Director.  Failure to do so may result in
     immediate contract cancellation at the discretion of the Lottery
     Director. The State will not be liable for any costs incurred by the
     Contractor in the case of such contract termination.

     The contractor shall notify the Lottery Director and Security Director
     when obtaining the services of consultants, contractors or subcontractors
     to enhance their business or that of the Lottery.  The Contractor shall
     provide to the Lottery, copies of any filings with the Colorado Secretary
     of State pertaining to contributions, contributions in kind, expenditures
     or lobbying activities.

19.  INFORMATION UPDATED

     a.   The Contractor is required to report any changes in ownership or
          management writing to the Director of the Lottery within thirty
          (30)days of the date such change becomes effective.  The Lottery
          Director may, at his/her discretion, terminate the contract if such
          changes would have prevented the Director form initially awarding
          such Contractor the contract.

     b.   The Contractor is required to submit information on new employees
          working on the Lottery account as soon as those persons are assigned
          to the account.

     c.   The Contractor is required to submit updated Release of Information
          forms on all employees on an annual basis or as requested by Lottery
          investigators.

20.   USUFRUCT

      If for any reason other than breach of contract by the Lottery,
      the Contractor shall fail for any reason to service the contract with
      the Lottery, the Lottery will acquire a usufruct in the equipment
      furnished by the Contractor under the contract.  Said usufruct shall
      entitle the Lottery to peacefully and quietly have, hold, possess, use,
      operate, maintain, alter and improve the equipment without suit,
      molestation or interruption for the benefit of the Lottery in selling
      its games. The usufruct shall be limited in time to the duration of the
      contract and any extensions thereof.


                                 Page 4 of 10

<PAGE>   5
21.  NEWS RELEASES

     The Contractor shall not issue news releases regarding matters
     concerning the Colorado Lottery without the approval of the Lottery
     Director.

22.  MACHINE SERVICE RESPONSIBILITIES

     It is expressly understood that the lease price submitted in the
     Contractor's proposal shall include all costs of repairs, parts and
     service on its STVMs for the duration of this contract and any extensions.
     All repairs to STVMs will be done at no additional cost to the Lottery.
     The Contractor shall maintain a sufficient inventory of parts in-state to
     allow for repair or replacement within service times specified in the IFB.

23.  ASSIGNMENT OPTION

     Per IFB, Page 1, Section 3, Assignment, the Lottery shall, subject to
     security review, allow the Contractor to assign payments under this
     contract for the purpose of third-party financing to:

                                      Princeton Capital
                                      38 Washington Rd.
                                      Princeton Junction, NJ 08550

     Future assignments or sub-assignments shall be subject to Lottery
     approval.

24.  FORCE MAJEURE

     Neither the Contractor nor the Lottery shall be liable to the other for
     any delay in or failure of performance of any covenant contained in the
     contract nor shall any such delay in or failure of performance constitute
     default or give rise to any liability for damages if and only to the
     extent that such delay or failure is caused by "force majeure".  As herein
     used, "force majeure" means fire, explosion, action of the elements,
     strikes, interruption of transportation, government interference,
     rationing, illegality or any other cause which is beyond the control of
     the party affected and which, by the exercise of reasonable diligence,
     said party is unable to prevent.  The existence of such causes of such
     delay or failure shall extend the period for performance to such extent as
     may be necessary to enable complete performance in the exercise of
     reasonable diligence after the causes of delay or failure have been
     removed.  Nothing in this paragraph shall prevent the Lottery from
     covering its requirement from another Contractor during the period of
     delay and a reasonable period thereafter.

25.  WILLFUL DAMAGE

     In the event that a machine becomes inoperable or partially inoperable
     due to acts of vandalism, abuse or misuse beyond the control of the retail
     establishment where the machine is placed, the Contractor shall be granted
     an extension of response/repair time in order to repair said machine.  If
     the machine can be repaired at the retail location, the allowable repair
     time will be extended to 24 hours from the time the call is placed by the
     retailer.  If the machine must be replaced or taken to a repair facility,
     the allowable repair time will be extended to 48 hours from the time the
     call is placed by the retailer.  These extended response/repair times will
     apply statewide, regardless of where the machine is located.

     In the event that the allowable response/repair times as stated above
     are exceeded, the liquidated damages as stated on pages 11 and 12, Section
     38 - Liquidated Damages shall apply.

26.  CRITICAL VS. NON-CRITICAL MACHINE PROBLEMS

     Response/repair times as stated on page 18, Section 4 - Maintenance of
     the IFB and corresponding liquidated damages as stated on pages 11 and 12,
     Section 38 - Liquidated Damages shall apply for all critical machine
     problems.  Critical machine problems shall be defined as follows:


                                 Page 5 of 10
<PAGE>   6
-  The Scratch ticket vending machine is non-operational (unable to sell
   tickets)

-  More than 25% of the available ticket dispensers are non-operational


-  The security and/or integrity of the machine is in jeopardy.  Examples of
   this criteria include, but are not limited to, the remote shut-off device
   is inoperable; the door locks are inoperable; excluding keys lost/damaged by
   the retailer or locked in the STVM; the customer display showing the amount
   of credit available is not working properly; the alarms are not functional or
   are functioning improperly; tickets are being dispensed improperly on any bin
   (e.g. customer is able to pull additional tickets from machine, tickets are
   bursting improperly, etc.); a bin is not feeding the tickets to the
   perforation, etc.

All other problems shall be considered non-critical and a 24 hour
response/repair time, from the time the call is placed by the retailer, shall
be allowed at all locations statewide.

In the event that the allowable response/repair times in the preceding two
paragraphs are exceeded, the liquidated damages as stated on pages 11 and 12,
Section 38 - Liquidated Damages shall apply.

27.  PREVENTATIVE MAINTENANCE

     The Contractor/subcontractor will perform preventative maintenance at no
     additional charge at regularly scheduled intervals that shall not exceed
     six (6) months.

28.  TICKET CAPACITY

     Tickets up to 4 1/4" in width and 8" in length must be accepted.  The
     machine must be able to accept a variety of paper thickness from 8 point
     through 12 point.

29.  ELECTRICAL SAFETY

     Each unit must operate on standard 110v AC power, and have Underwriters
     laboratories (UL) or equivalent approval.  The equipment must meet or
     exceed industry standards with regard to electrical radiation emissions.

30.  PRICING

     Lease pricing shall be as stated in the Base Monthly lease Table - Appendix
     A and include all of the following items for the duration of this contract
     and any extensions for all leased machines:

        (a)     Preventative maintenance for each machine, not to exceed six
                months between service calls

        (b)     All machine maintenance, including but not limited to
                replacement of any defective or malfunctioning parts and
                cleaning as necessary at the time intervals specified in the
                IFB.

        (c)     All parts including, but not limited to, bill acceptors, ticket
                dispensing mechanisms, circuit boards, printers, buttons,
                lights, windows, cabinets, displays and alarms.  Lock
                replacement, due to lost keys and key replacement due to lost or
                damaged keys will be bill directly to the Lottery as follows:

                        Lock Replacement       $100/set
                        Key Replacement         $35/set

        (d)     Machine upgrades (parts and/or software) as necessary to keep
                machines functional (e.g. bill acceptor upgrades for
                compatibility with new United States currency)

        (e)     All training for Lottery personnel and all initial training for
                retailers.  This includes a training videotape for all
                retailers.

        (f)     All manuals, both operational and service

        (g)     Retailer supplies as specified in the IFB


                                 Page 6 of 10
<PAGE>   7

        (h)  Toll-free hotline and dispatch service meeting or exceeding the
             specifications in the IFB

        (i)  All reports required in the IFB on the time schedule specified
             in the IFB (e.g. Placement Reporting)

        (j)  All machine shipping, storage and installation.  Charges for
             removal and location changes are as follows:

             Two percent (2%) of machine population per month     Free of Charge
             Removals/Re-locations in excess of 2% of machine     $150 each
             population per month

        (k)  Cost of security/financial investigation

        (l)  All other items specified in the IFB not mentioned above plus
             any additional items offered at no charge by the Contractor in
             its response.


31.  CONSEQUENTIAL DAMAGES

     The exclusion of consequential damages on page 12 of the Contractor's
     proposal shall not extend to bodily injury or damage to tangible personal
     property.




                                 Page 7 of 10
<PAGE>   8

                                  APPENDIX A

                           Base Monthly Lease Table

<TABLE>
<CAPTION>

Machine Type            Monthly Lease Including         Model Number/Name
                                Maintenance
<S>                               <C>                         <C>
  1 Game                          $125.00                     TTS 1000
Counter-top

  2 Game                          $135.00                     TTS 2000
Counter-top

  4 Game                          $150.00                     TTS 4000
Floor Model

  6 Game                          $160.00                     TTS 6000
Floor Model

  8 Game                          $160.00                     TTS 8000
Floor Model

</TABLE>


                                 Page 8 of 10
<PAGE>   9
CONTROLLER'S APPROVAL

 1.  This contract shall not be deemed valid until it shall have been approved
by the Controller of the State of Colorado or such assistant as he may
designate.  This provision is applicable to any contract involving the payment
of money by the State.

FUND AVAILABILITY

 2.  Financial obligations of the State of Colorado payable after the current
fiscal year are contingent upon funds for that purpose being appropriated,
budgeted, and otherwise made available.

BOND REQUIREMENT

 3.  If this contract involves the payment of more than fifty thousand dollars
for the construction, erection, repair, maintenance, or improvement of any
building, road, bridge, viaduct, tunnel, excavation or other public work for
this State, the contractor shall, before entering upon the performance of any
such work included in this contract, duly execute and deliver to the State
official who will sign the contract, a good and sufficient bond or other
acceptable surety to be approved by said official in a penal sum not less than
one-half of the total amount payable by the terms of this contract.  Such bond
shall be duly executed by a qualified corporate surety conditioned upon the
faithful performance of the contract and, in addition, shall provide that if
the contractor or his subcontractors fail to duly pay for any labor, materials,
team hire, sustenance, provisions, provendor or other supplies used or consumed
by such contractor or his subcontractor in performance of the work contracted
to be done or fails to pay any person who supplies rental machinery, tools, or
equipment in the prosecution of the work the surety will pay the same in an
amount not exceeding the sum specified in the bond, together with interest at
the rate of eight per cent per annum.  Unless such bond is executed, delivered
and filed, no claim in favor of the contractor arising under such contract
shall be audited, allowed or paid.  A certified or cashier's check or a bank
money order payable to the Treasurer of the State of Colorado may be accepted
in lieu of a bond.  This provision is in compliance with CRS 38-26-106.

INDEMNIFICATION

 4.  To the extent authorized by law, the contractor shall indemnify, save, and
hold harmless the State, its employees and agents, against any and all claims,
damages, liability and court awards including costs, expenses, and attorney
fees incurred as a result of any act of omission by the contractor, or its
employees, agents, subcontractors, or assignees pursuant to the terms of this
contract.

DISCRIMINATION AND AFFIRMATIVE ACTION

5.  The contractor agrees to comply with the letter and spirit of the Colorado
Antidiscrimination Act of 1957, as amended, and other applicable law respecting
discrimination and unfair employment practices (CRS 24-34-402), and as required
by Executive Order, Equal Opportunity and Affirmative Action, dated April 16,
1975.  Pursuant thereto, the following provisions shall be contained in all
State contracts or sub-contracts.

   During the performance of this contract, the contractor agrees as follows:

        (a) The contractor will not discriminate against any employee or
     applicant for employment because of race, creed, color, national origin,
     sex, marital status, religion, ancestry, mental or physical handicap, or
     age.  The contractor will take affirmative action to insure that
     applicants are employed, and that employees are treated during
     employment, without regard to the above mentioned characteristics.  Such
     action shall include, but not be limited to the following:  employment
     upgrading, demotion, or transfer, recruitment or recruitment advertising;
     lay-offs or terminations; rates of pay or other forms of compensation; and
     selection for training, including apprenticeship.  The contractor agrees
     to post in conspicuous places, available to employees and applicants for
     employment, notices to be provided by the contracting officer setting
     forth provisions of this non-discrimination clause.

        (b)  The contractor will, in all solicitations or advertisements for
     employees placed by or on behalf of the contractor, state that all
     qualified applicants will receive consideration for employment without
     regard to race, creed, color, national origin, sex, marital status,
     religion, ancestry, mental or physical handicap, or age.

        (c)  The contractor will send to each labor union or representative of
     workers with which he has a collective bargaining agreement or other
     contract or understanding, notice to be provided by the contracting
     officer, advising the labor union or workers' representative of the
     contractor's commitment under the Executive Order,  Equal Opportunity and
     Affirmative Action, dated April 16, 1975, and of the rules, regulations,
     and relevant Orders of the Governor.

        (d)  The contractor and labor unions will furnish all information and
     reports required by Executive Order, Equal Opportunity and Affirmative
     Action of April 16, 1975, and by the rules, regulations and Orders of the
     Governor, or pursuant thereto, and will permit access to his books,
     records, and accounts by the contracting agency and the office of the
     Governor or his designee for purposes of investigation to ascertain
     compliance with such rules, regulations and orders.

        (e)  A labor organization will not exclude any individual otherwise
     qualified from full membership rights in such labor organization, or expel
     any such individual from membership in such labor organization or
     discriminate against any of its members in the full enjoyment of work
     opportunity because of race, creed, color, sex, national origin, or
     ancestry.

        (f)  A labor organization, or the employees or members thereof will not
     aid, abet, incite, compel or coerce the doing of any act defined in this
     contract to be discriminatory or obstruct or prevent any person from
     complying with the provisions of this contract or any order issued
     thereunder; or attempt, either directly or indirectly, to commit any act
     defined in this contract to be discriminatory.

                                 Page 9 of 10
<PAGE>   10
(g) In the event of the contractor's non-compliance with the non-discrimination
clauses of this contract or with any such rules, regulations, or orders, this
contract may be canceled, terminated or suspended in whole or in part and the
contractor may be declared ineligible for further State contracts in accordance
with procedures, authorized in Executive Order, Equal Opportunity and
Affirmative Action of April 16, 1975, and the rules, regulations, or order
promulgated in accordance therewith, and such other sanctions as may be imposed
and remedies as may be invoked as provided in Executive Order, Equal
Opportunity and Affirmative Action of April 16, 1975, or by rules, regulations,
or order promulgated in accordance therewith, or as otherwise provided by law.

(h) The contractor will include the provisions of paragraphs (a) through (h) in
every sub-contract and subcontractor purchase order unless exempted by rules,
regulations, or orders issued pursuant to Executive Order, Equal Opportunity
and Affirmative Action of April 16, 1975, so that such provisions will be
binding upon each subcontractor or vendor.  The contractor will take such
action with respect to any sub-contracting or purchase order as the contracting
agency may direct, as a means of enforcing such provisions, including sanctions
for non-compliance; provided, however, that in the event the contractor becomes
involved in, or is threatened with, litigation, with the subcontractor or
vendor as a result of such direction by the contracting agency, the contractor
may request the State of Colorado to enter into such litigation to protect the
interest of the State of Colorado.

COLORADO LABOR PREFERENCE

6a. Provisions of CRS 8-17-101 & 102 for preference of Colorado labor are
applicable to this contract if public works within the State are undertaken
hereunder and are financed in whole or in part by State funds.

b.  When a construction contract for a public project is to be awarded to a
bidder, a resident bidder shall be allowed a preference against a non-resident
bidder from a state or foreign country equal to the preference given or
required by the state or foreign country in which the non-resident bidder is a
resident.  If it is determined by the officer responsible for awarding the bid
that compliance with this subsection .06 may cause denial of federal funds
which would otherwise be available or would otherwise be inconsistent with
requirements of Federal law, this subsection shall be suspended, but only to
the extent necessary to prevent denial of the  moneys or to eliminate the
inconsistency with Federal requirements (CRS 8-19-101 and 102)

GENERAL

7.  The laws of the State of Colorado and rules and regulations issued pursuant
thereto shall be applied in the interpretation, execution, and enforcement of
this contract.  Any provision of this contract whether or not incorporated
herein by reference which provides for arbitration by any extra-judicial body
or person or which is otherwise in conflict with said laws, rules, and
regulations shall be considered null and void.  Nothing contained in any
provision incorporated herein by reference which purports to negate this or any
other special provision in whole or in part shall be valid or enforceable or
available in any action at law whether by way of complaint, defense, or
otherwise.  Any provision rendered null and void by the operation of this
provision will not invalidate the remainder of this contract to the extent that
the contract is capable of execution.

8.  At all times during the performance of this contract, the Contractor shall
strictly adhere to all applicable federal and state laws, rules, and
regulations that have been or may hereafter be established.

9.  The signatories aver that they are familiar with CRS 18-8-301, et. seq.,
(Bribery and Corrupt Influences) and CRS 18-8-401, et. seq., (Abuse of Public
Office), and that no violation of such provisions is present.

10. The signatories aver that to their knowledge, no state employee has any
personal or beneficial interest whatsoever in the service or property described
herein:

IN WITNESS WHEREOF, the parties hereto have executed this Contract on the day
first above written.
<TABLE>
<S>                                                                     <C>
Contractor:

(Full Legal Name) International Lottery Inc                             STATE OF COLORADO
                  ----------------------------------------              ROY ROMER, GOVERNOR

By /s/
   -------------------------------------------------------


----------------------------------------------------------              By /s/ Mark Zamarripa
                                                                           -----------------------------------------------------
                   Senior Vice President                        For the *5 EXECUTIVE DIRECTOR
Position (Title) -----------------------------------------              Mark Zamarripa, Director
                                                                        Colorado Lottery


          311297916                                                     DEPARTMENT
----------------------------------------------------------              OF           Revenue/Lottery
Social Security Number or Federal ID Number                                ------------------------------------------------------


If Corporation;)
Attest (Seal)

By /s/
   -------------------------------------------------------
Corporate Secretary, or Equivalent, Town/City/County Clerk


                                                                        APPROVALS

ATTORNEY GENERAL                                                        CONTROLLER

By                                                                      By
   --------------------------------------------------------                --------------------------------------------------------


-----------------------------------------------------------             -----------------------------------------------------------


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