LEASE AGREEMENT

THIS LEASE AGREEMENT (the "Lease"), is made and entered into as of the 19th day of January, 1996, by and between FUSCO PROPERTIES, L.P. (the "Landlord") and AUTOTOTE SYSTEMS, INC. (the "Tenant").

WITNESSETH:

1. PREMISES. For and in consideration of the agreement of Tenant to pay rent and other sums herein provided and to perform the terms, covenants and conditions herein contained, the full performance and observance of which are hereby agreed to by Tenant, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the premises, and all improvements thereon consisting of approximately 40,000 sq. ft., having a street address of 100 BELLEVUE ROAD, NEWARK, DELAWARE (the "Premises," as further described in the attached exhibit A), to have and to hold the same for the Term (as hereinafter defined) of the Lease all upon the terms and conditions set forth in this Lease Agreement.

2. TERM; OPTION.

(a) The term of this Lease (the "Term") shall be for a period of five years commencing as of January 19, 1996 (the "Commencement Date"), and ending on January 31, 2001 (the "Termination Date"), unless the term is extended pursuant to subparagraph (b) below, in which case the Termination Date shall be January 31, 2006.

(b) Tenant shall have the option to extend the term of this Lease an additional five years, provided that Tenant gives written notice of its intent to Landlord at least six months prior to the original Termination Date. The Base Rent (as defined in paragraph 3 (a) below) for the five-year option period shall be increased from $4.50/per square foot to $5.25/per square foot, and all other terms and conditions of this Lease shall continue to apply.

3. RENT.

(a) Beginning on the Commencement Date, Tenant shall pay to Landlord or to such other person and at such other place as may be designated in writing from time to time by Landlord, base rent ("Base Rent") for the Premises, monthly, in advance $15,000 (representing annual base rent of $4.50/per square foot and 40,000 sq. ft. of space).

Base Rent shall be payable in lawful money of the United States, in advance without receipt or invoice therefor. If the Term begins on any day other than the first day of a calendar month, a pro rata fraction of a full month's rental shall be paid for the partial month at the beginning of the Term, payable on the first day of the Term. If the Term ends on any day other than the last day of a calendar month, a pro rata fraction of a full month's rental shall be paid for the partial month at the end of the Term, payable on the first day of the month containing the Termination Date.

(b) "Additional Rent" shall be all such other sums which Tenant is obligated to pay under any provisions of this Lease which sums shall become due from and payable by Tenant to Landlord hereunder and are to be paid within ten (10) business days of rendition of any bill or statement to Tenant.

(c) "Real Estate Taxes” shall mean that portion of all taxes, liens, charges, assessments and impositions of every kind and nature, ordinary or extraordinary, foreseen or unforeseen, general or special, levied, assessed or imposed by any governmental authority with respect to the Premises which are attributable to the period covered by the Term of this Lease and shall include reasonable expenses, including attorneys' fees and costs, expert witness fees and similar costs incurred by Landlord in obtaining or attempting to obtain a reduction of any Real Estate Taxes, which reasonable expenses shall be capped at an amount equal to the net tax savings to Tenant. Real Estate Taxes which are being contested by Landlord shall nevertheless be included for purposes of the computation of the liability of Tenant under this paragraph; provided, however, that in the event that Tenant shall have paid any amount, and the Landlord shall thereafter receive a refund of any portion of any Real Estate Taxes on which such payment shall have been based, Landlord shall pay to Tenant the appropriate portion of such refund. Landlord shall have no obligation to contest, object or litigate the levying or imposition of any Real Estate Taxes and may settle, compromise, consent to, waive or otherwise determine in its discretion to abandon any contest with respect to the amount of any Real Estate Taxes without consent or approval of the Tenant. Real Estate Taxes shall not include any federal and state income taxes, federal excess profits taxes, franchise, capital stock and federal or state inheritance or estate taxes, unless such taxes shall have been levied in lieu or in substitution of ad valorem real estate taxes. Tenant shall not be responsible for any late penalty associated with such Real Estate Taxes where Landlord has not presented Tenant with the bill for such taxes at least ten (10) days prior to the taxes being due.

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