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                                                                   EXHIBIT 10.48

                      FIRST AMENDMENT TO CREDIT AGREEMENT

         This First Amendment to Credit Agreement (this "Amendment") is made and
entered into as of the 12th day of February, 1998, by and among SCIENTIFIC
GAMES HOLDINGS CORP., a corporation organized under the laws of Delaware
("Holdings"), SCIENTIFIC GAMES, INC. (the "Company"), a corporation organized
under the laws of Delaware and a wholly-owned Subsidiary of Holdings (Holdings
and the Company together are the "Co-Borrowers"), the financial institutions
which are party hereto (the "Lenders"), and FIRST UNION NATIONAL BANK, a
national banking association ("Administrative Agent"), as Administrative Agent
for the Lenders.

                                   WITNESSETH:

         WHEREAS, the Co-Borrowers and the Lenders made and entered into that
certain Credit Agreement (as further amended, modified, supplemented, or
restated from time to time, the "Credit Agreement"; capitalized terms used
herein and not otherwise defined shall have the meanings ascribed thereto in
the Credit Agreement);

         WHEREAS, the Co-Borrowers wish to amend certain provisions of the
Credit Agreement, and the Lenders have agreed to such proposed amendments;

         NOW THEREFORE, for and in consideration of the foregoing and for ten
dollars ($10.00) and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I

                                   Amendment

         Section 1.1.  Section 1.1 of the Credit Agreement is hereby amended by
adding the following new definitions to read in their entirety as follows:

         "First Amendment" means the First Amendment to Credit Agreement, dated
on February 12, 1998.

         "First Amendment Effective Date" means the date on which the
conditions to the effectiveness of the First Amendment have been fully
satisfied.

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     "SG Austria" means Scientific Games Kommunikations Und Computersysteme AG,
a Subsidiary of the Company.

     "One-Time SG Austria Charge" means the one-time charge to Net Worth of the
Co-Borrowers recognized in the Fiscal Year ended December 31, 1997, and
representing the one-time write-off of in-process research and development
costs associated with the acquisition of SG Austria.

     Section 1.2. Section 1.1 of the Credit Agreement is hereby amended by
deleting the following definitions as they exist in their current form in their
entirety and by substituting the following definitions therefor:

     "Foreign Currency Sublimit" means the Assigned Dollar Value of
$45,000,000, plus $1,500,000 subject to the requirements of Section 2.1 with
respect to such Assigned Dollar Excess.

     "Leverage Ratio" means at any date the ratio of (i) the Consolidated Debt
of Holdings and its Subsidiaries as of such date to (ii) the sum of (A) the
Consolidated Net Worth of Holdings and its Subsidiaries plus (B) the
Consolidated Debt of Holdings and its Subsidiaries, each as the date of
calculation, and, on and after the First Amendment Effective Date (with respect
to the determination of the Applicable Margin in Section 3.1 (c) but NOT in the
calculation of compliance with the financial covenant contained in Section
8.1), plus (C) the One-Time SG Austria Charge.

     "Officer's Compliance Certificate" shall, until the First Amendment
Effective Date, have the meaning assigned thereto in Section 6.2, and,
thereafter, shall mean a certificate in the form attached hereto as Exhibit D-1.

     Section 1.3. Section 6.1 of the Credit Agreement is hereby amended by
deleting subsection (c) in its entirety and by substituting the following
therefor:

     (c)  Annual Business Plan and Financial Projections.  As soon as
practicable and in any event within sixty (60) days after the beginning of each
Fiscal Year, a business plan of Holdings and its Material Subsidiaries for the
ensuring four fiscal quarters, such plan to include, on a quarterly basis, the
following: a quarterly operating and capital budget, a projected income
statement, statement of cash flows and balance sheet and a report containing
management's discussion and analysis of such projections (such business plan
and projections, the "Projections"), accompanied by a certificate from the
chief financial officer of each Co-Borrowers to the effect that, to the best of
such officer's knowledge, the Projections are good faith estimates of the


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financial condition and operations of each Co-Borrowers and their Subsidiaries
for such four quarter period.

     Section 1.4. All references to the "Credit Agreement" in any of the Loan
documents shall be deemed references to the Credit Agreement as amended by this
First Amendment.


                                   ARTICLE 2

                          Conditions to Effectiveness

     Section 2.1. Effective Date.  The amendments to the Credit Agreement set
forth in this Amendment shall become effective as of the date first written
above (the "Effective Date") after all the conditions set forth in Sections 2.2
through 2.3 shall have been satisfied.

     Section 2.2 Execution of Loan Documents.  The Lenders shall have received
counterparts of this first Amendment duly executed by the Co-Borrowers.

     Section 2.3. Satisfaction of Conditions.  The Lenders shall have received
counterparts or evidence of each of the following, in form, scope and substance
satisfactory to the Lenders and their counsel:

     (a)  a certificate of the Co-Borrowers that the articles of incorporation
          and by-laws of the Co-Borrowers as in effect on the First Amendment
          Effective Date are the same as those in effect on the date the Credit
          Agreement was executed, except that the bylaws of Holdings have been
          amended and restated and a true and correct copy of said amended and
          restated bylaws has been attached to the certificate,

     (b)  certified copies of all corporated action taken by the Co-Borrowers
          to authorize the execution, delivery and performance of this
          Amendment and the borrowings under this Amendment,

     (c)  such documents, including a Limited Foreign Guaranty, as may be
          required by the Credit Agreement with respect to the acquisition of
          SG Austria, and

     (d)  such other documents and instruments as the Lenders may request.


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                                   ARTICLE 3

                                 MISCELLANEOUS

     Section 3.1. Cross References. References in this First Amendment to any
article or section are, unless otherwise specified, to such article or section
of this Amendment.

     Section 3.2. Fees and Expenses. All reasonable fees and expenses of the
Lenders incurred in connection with the negotiation, preparation of documents
and closing of the transactions contemplated hereby shall be payable by the
Co-Borrowers promptly upon the submission of a bill therefor.

     Section 3.3. Instrument Pursuant to Credit Agreement. This Amendment and
the other documents executed in connection herewith are Loan Documents executed
pursuant to the Credit Agreement and shall be construed, administered and
applied in accordance with all of the terms and provisions of the Credit
Agreement.  Time is of the essence in the payment and performance of the Loan
Documents.

     Section 3.4. No Other Changes. Except as expressly amended hereby, all
representations, warranties, terms, covenants and conditions of the Credit
Agreement and the other Loan Documents shall remain unamended and unwaived and
shall continue in full force and effect.

     Section 3.5. Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.

     WITNESS the hand and seal of each of the undersigned as of the date first
written above.


[CORPORATE SEAL]                   SCIENTIFIC GAMES HOLDING CORP.


                                   By:/s/ Cliff O. Bickell
                                      -------------------------------
                                      Name:  Cliff O. Bickell
                                           --------------------------
                                      Title: Vice President, Treasurer
                                             & Chief Financial Officer
                                            --------------------------


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[CORPORATE SEAL]                  SCIENTIFIC GAMES HOLDING CORP.


                                   By:/s/ C. Gray Bethea, Jr.
                                      --------------------------------
                                      Name:  C. Gray Bethea, Jr.
                                           ---------------------------
                                      Title: Vice President, Secretary
                                             & General Counsel
                                            --------------------------

                                   FIRST UNION NATIONAL BANK
                                   as Administrative Agent and Lender


                                   By:/s/ James R. Mortimer
                                      --------------------------------
                                      Name: James R. Mortimer
                                           ---------------------------
                                      Title: Senior Vice President
                                            --------------------------


                                   WACHOVIA BANK, N.A., as Lender



                                   By:
                                      --------------------------------
                                      Name:
                                           ---------------------------
                                      Title:
                                            --------------------------


Domestic Office Address:           ABN AMRO BANK, N.V.

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-----------------------            BY:
                                      --------------------------------
-----------------------               Name:
                                           ---------------------------
-----------------------               Title:
                                            --------------------------

Euro Lending Office Address:

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