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                                                                   EXHIBIT 10.49


                        SCIENTIFIC GAMES HOLDINGS CORP.

                       1998 EMPLOYEE STOCK PURCHASE PLAN

SECTION 1.  PURPOSE OF PLAN

This amended and restated Scientific Games Holdings Corp. 1998 Employee Stock
Purchase Plan (the "Plan") is intended to provide a method by which eligible
employees of Scientific Games Holdings Corp. ("Scientific Games") and of such
of Scientific Games's subsidiaries as Scientific Games's Board of Directors
(the "Board of Directors") may from time to time designate (such subsidiaries,
together with Scientific Games, being hereinafter referred to as the "Company")
may use voluntary, systematic payroll deductions to purchase shares of the
Common Stock of Scientific Games (the "Stock") and thereby acquire an interest
in the future of the Company. For purposes of the Plan, a "subsidiary" shall
mean a subsidiary corporation as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code").

It is the intention of the Company that the Plan qualify as an "employee stock
purchase plan" under Section 423 of the Code. The provisions of the Plan shall
be construed so as to comply in all respects with the requirements of the Code
applicable to employee stock purchase plans.

SECTION 2.  OPTIONS TO PURCHASE STOCK

Under the Plan, there is available an aggregate of not more than 200,000 shares
of Stock (subject to adjustment as provided in Section 15) for sale pursuant to
the exercise of options ("Options") granted under the Plan to employees of the
Company ("Employees") who meet the eligibility requirements set forth in
Section 3 hereof ("Eligible Employees"). The Stock to be delivered upon
exercise of Options under the Plan may be either shares of authorized but
unissued Stock or shares of reacquired Stock, as the Board of Directors may
determine.

SECTION 3.  ELIGIBLE EMPLOYEES

Except as otherwise provided below, each individual who is an Employee of the
Company, who has a customary working schedule of at least 20 hours per week,
and who has been an Employee for at least one year will be eligible to
participate in the Plan.

(a)      Any Employee who immediately after the grant of an Option to him would
         (in accordance with the provisions of Sections 423 and 424(d) of the
         Code) own stock possessing five percent (5%) or more of the total
         combined voting power or value of all classes of stock of the employer
         corporation or of its parent or subsidiary corporations, as defined in
         Section 424 of the Code, will not be eligible to receive an Option to
         purchase Stock pursuant to the Plan.

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(b)      The Plan will be operated in compliance with the limitations on
         purchases of Stock contained in Section 423(b)(8) of the Code.

SECTION 4.  METHOD OF PARTICIPATION

Each of the periods during which this Plan remains in effect is hereinafter
referred to as an "Option Period." Each Option Period shall be of six-months
duration; provided, however, that the first Option Period for which Options may
be granted hereunder shall expire on June 30, 1998 irrespective of the date on
which such initial Option Period begins. Each person who will be an Eligible
Employee on the first day of an Option Period may elect to participate in the
Plan by executing and delivering, within a reasonable time frame prior to the
first day of such Option Period as specified by the Committee (as defined
below), a payroll deduction authorization in accordance with Section 5. Such
Employee will thereby become a participant ("Participant") for such Option
Period. Any such payroll deduction authorization will remain in effect until
revoked or amended in writing by the Participant.

SECTION 5.  PAYROLL DEDUCTION

The payroll deduction authorization will request withholding at a rate (in
whole percentages) of not less than 1% nor more than 15%, but in no event more
than $25,000 in any calendar year, from the Participant's Compensation (as
defined below) by means of payroll deductions over the Option Period. For
purposes of the Plan, "Compensation" means the Participant's base wages,
salary, bonuses, and commissions; in addition, in the event the Company
receives, prior to the first day of any Option Period, an administrative ruling
from the Internal Revenue Service to the effect that such amounts may be
included without adversely affecting the treatment of the Plan for federal
income tax purposes, Compensation shall include, for such Option Period and
succeeding Option Periods, and all calculations based upon the Participant's
Compensation, any amount that would be included in the Participant's taxable
income but for the fact that it was contributed to a qualified plan pursuant to
an elective deferral under Section 401(k) of the Code or contributed under a
salary reduction agreement pursuant to Section 125 of the Code or deferred
pursuant to a non-qualified deferred compensation plan in each case, to the
full extent permitted by law and applicable regulations, if any. A Participant
may reduce the withholding rate of his or her payroll deduction authorization
by one or more whole percentage points (but not to below 1%) at any time during
an Option Period by delivering written notice to the Company, such reduction to
take effect prospectively as soon as practicable following receipt of such
notice by the Company. In addition, and notwithstanding anything contained
herein to the contrary, as of the March 31 or September 30 which marks the
first day of the second three months of any Option Period, a Participant may
elect to increase or reduce the withholding rate of his or her payroll
deduction for such current Option Period by delivering written notice to the
Company of such election within a reasonable time period before such March 31
or September 30 date, as applicable, as specified by the Committee; provided,
however, that no such increase in the withholding rate will increase the
maximum number of shares for which such Participant may exercise an Option
granted for such Option Period. Such increases or decreases will



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take place as of the applicable date or dates or as soon thereafter as
practicable. A Participant may increase or reduce the withholding rate of his
or her payroll deduction authorization for a future Option Period by written
notice delivered to the Company, within a reasonable time period specified by
the Committee, prior to the first day of the Option Period as to which the
change is to be effective. All amounts withheld in accordance with a
Participant's payroll deduction authorization will be credited to a withholding
account for such Participant.

SECTION 6.  GRANT OF OPTIONS

Each person who is a Participant on the first day of an Option Period will as
of such day be granted an Option for such Option Period. Such Option will be
for the number of whole and fractional shares of Stock to be determined by
dividing (i) an amount equal to 15% of such Participant's Compensation for the
two calendar quarters immediately preceding the first day of the Option Period
by (ii) 90% of the fair market value of a share of the Stock as of the first
day of the Option Period. The number of shares of Stock receivable by each
Participant upon exercise of his or her Option for an Option Period will be
reduced, on a substantially proportionate basis, in the event that the number
of shares then available under the Plan is otherwise insufficient.

SECTION 7.  PURCHASE PRICE

The purchase price of Stock issued pursuant to the exercise of an Option will
be 90% of the fair market value of the Stock at (a) the time of grant of the
Option or (b) the time at which the Option is deemed exercised, whichever is
less. Unless the Board of Directors determines otherwise in good faith, fair
market value on any given day will mean the Closing Price (as defined below) of
the Stock on such day (or, if there was no Closing Price on such day, the
latest day prior thereto on which there was a Closing Price). The "Closing
Price" of the Stock on any business day will be the last sale price as reported
on the principal market on which the Stock is traded. A good faith
determination by the Board of Directors as to fair market value shall be final
and binding.

SECTION 8.  EXERCISE OF OPTIONS

Each Employee who is a Participant in the Plan on the last day of an Option
Period will be deemed to have exercised, to the extent of such Participant's
withholding, the Option granted to him or her for that Option Period on the
last day of the Option Period. Upon each such exercise, the balance of the
Participant's withholding account will be applied to the purchase of the number
of whole and fractional shares of Stock determined under Section 6 and as soon
as practicable thereafter said shares will be maintained in separate brokerage
accounts for Participants with Smith Barney, or any successor brokerage firm.
In the event that the balance of the Participant's withholding account
following an Option Period is in excess of the total purchase price of the
shares so issued, the balance of the account shall be returned to the
Participant. The entire balance of the Participant's Withholding account
following the final Option Period shall be returned to the Participant.



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Each brokerage account may be in the name of the Participant or, if he or she
so indicates on the appropriate form, in his or her name jointly with another
person, with right of survivorship. A Participant who is a resident of a
jurisdiction that does not recognize such a joint tenancy may have a brokerage
account in his or her name as tenant in common with another person, without
right of survivorship.

Notwithstanding anything herein to the contrary, Scientific Games's obligation
to issue and deliver shares of Stock under the Plan is subject to the approval
required of any governmental authority in connection with the authorization,
issuance, sale or transfer of said shares, to any requirements of any national
securities exchange applicable thereto, and to compliance by the Company with
other applicable legal requirements in effect from time to time, including
without limitation any applicable tax withholding requirements.

SECTION 9.  USE OF FUNDS

All payroll deductions received or held by the Company under the Plan may be
used by the Company for any corporate purpose and the Company shall not be
obligated to segregate such payroll deductions; provided, however, that the
Company may elect, at its sole discretion, to segregate such payroll deductions
for the benefit of Participants.

No interest will be payable on withholding accounts; provided, however, that
the Company may elect, at its sole discretion, to pay interest on such
withholding accounts at a market rate of interest, as determined in good faith
by the Board of Directors in its sole discretion.

SECTION 10. CANCELLATION AND WITHDRAWAL

A Participant who holds an Option under the Plan may at any time prior to
exercise thereof under Section 8 cancel such Option as to all (but not less
than all) the Shares of Stock subject to such Option by written notice
delivered to the Company. Upon such cancellation, the balance in his or her
withholding account will be returned to him.

A Participant may terminate his or her payroll deduction authorization as of
any date by written notice delivered to the Company and will thereby cease to
be a Participant as of such date. Any Participant who voluntarily terminates
his or her payroll deduction authorization prior to the last business day of an
Option Period will be deemed to have canceled his or her Option.

Any Participant who cancels an Option or terminates his or her payroll
deduction authorization may as of the beginning of a subsequent Option Period
again become a Participant in accordance with Section 4; provided, however,
that, unless the Compensation Committee of the Board of Directors or a
committee duly authorized by the Board of Directors to administer the Plan (the
"Committee") determines otherwise, any such Participant who is at the time
subject to the provisions of Section 16 of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), may not again become a



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Participant until at least six months have elapsed after the date on which he
or she ceased to be a participant.

SECTION 11. TERMINATION OF EMPLOYMENT

Subject to Section 12, upon the termination of a Participant's service with the
Company for any reason, he or she will cease to be a Participant, and any
Option held by such Participant under the Plan will be deemed canceled, the
balance of his or her withholding account will be returned to him or her, and
he or she will have no further rights under the Plan.

SECTION 12. DEATH OF PARTICIPANT

In the event of the death of a Participant, any Option outstanding to him or
her at such time shall be deemed to be immediately canceled and any cash and/or
Stock credited to the Participant under the Plan will be delivered to his or
her estate as soon as practicable after the end of the current Option Period.

SECTION 13. PARTICIPANT'S RIGHTS NOT TRANSFERABLE

All Participants will have the same rights and privileges under the Plan. Each
Participant's rights and privileges under any Option may be exercisable during
his or her lifetime only by him or her, and may not be sold, pledged, assigned,
or transferred in any manner. In the event any Participant violates the terms
of this Section, any Option held by him or her may be terminated by the Company
and upon return to the participant of the balance of his or her withholding
account, all his or her rights under the Plan will terminate.

SECTION 14. EMPLOYMENT RIGHTS

Nothing contained in the provisions of the Plan will be construed to give to
any Employee the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any Employee at any time.
The loss of existing or potential profit in Options will not constitute an
element of damages in the event of termination of employment for any reason,
even if the termination is in violation of an obligation to the Participant.

SECTION 15. CHANGE IN CAPITALIZATION

In the event of any change in the outstanding Stock of Scientific Games by
reason of a stock dividend, split-up, recapitalization, merger, consolidation,
reorganization, or other capital change, after the effective date of this Plan,
the aggregate number of shares available under the Plan, the number of shares
under Options granted but not exercised, and the Option price will be
appropriately adjusted in the manner determined by the Committee, in its sole
discretion.

SECTION 16. ADMINISTRATION OF PLAN




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The Committee shall have the right to determine all questions regarding the
interpretation and application of the provisions of the Plan and to make,
administer, and interpret such rules and regulations as it deems necessary or
advisable with respect to the Plan. The Committee's decisions will be final and
binding.

SECTION 17.  AMENDMENT AND TERMINATION OF PLAN

         (a) Scientific Games reserves the right at any time or times to amend
the Plan to any extent and in any manner it may deem advisable by proper action
of the Board of Directors; provided, however, that any amendment relating to
the aggregate number of shares which may be issued under the Plan (other than
an adjustment provided for in Section 15) or to the Employees (or class of
Employees) eligible to receive Options under the Plan will have no force or
effect unless it is approved by the shareholders of Scientific Games within
twelve months before or after its adoption.

         (b) The Plan shall terminate: (i) automatically when all the Stock
reserved for the purposes of the Plan has been purchased or (ii) as of the
conclusion of any Option Period, as the Board, acting in its sole discretion
prior to the last day of such Option Period, shall specify.

SECTION 18. COSTS AND EXPENSES

No brokerage commissions or fees shall be charged by the Company in connection
with the purchase of shares of Common Stock by Participants under the Plan. All
costs and expenses incurred in administering the Plan shall be borne by the
Company.

SECTION 19. APPROVAL OF SHAREHOLDERS

The Plan is subject to the approval of the shareholders of Scientific Games,
which approval must be secured within twelve months before or after the date
the Plan is adopted by the Board of Directors, and any Option granted hereunder
prior to such approval is conditioned on such approval being obtained prior to
the exercise thereof.

IN WITNESS WHEREOF, the Company has caused this amended and restated Plan to be
executed on its behalf the 5th day of February, 1998.

                                      SCIENTIFIC GAMES HOLDINGS CORP.



                                      By:  William G. Malloy
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