EXHIBIT 10 (a)(i)


                          AMENDMENT TO PROMISSORY NOTE,
                             CORPORATE GUARANTEE AND
                              SECURITY ARRANGEMENT


US$1,500,000                                              San Diego, California


FOR VALUE RECEIVED, Berjaya Lottery Management (HK) Ltd. ("Maker") and
International Lottery & Totalizator Systems, Inc. ("Holder") hereby agree to
amend the Promissory Note, dated 14 February 2001 (the "Amendment"). The
provisions of the Promissory Note are amended as follows:

1.       Term. The Term of the Promissory Note is extended until 14 February
         2002 ("Due Date") and all provisions of the Promissory Note, except as
         amended herein by this Amendment, remain in full force and effect until
         all principal amounts and interest due under the Promissory Note are
         paid by Maker to Holder. However, Holder agrees that if the Promissory
         Note is not paid on the Due Date, Maker shall have until 15 April 2002
         ("Cure Date") to pay the Promissory Note. Interest shall continue to
         accrue during the Cure Period.

2.       Corporate Guarantee. BLM, as Guarantor, hereby unconditionally
         guarantees: (a) all unpaid amounts of the (US)$1,500,000 principal
         amount and unpaid interest until all such amounts are paid and (b) the
         obligations of Sports Toto as set out in the Promissory Note.

3.       Escrow Account. Maker will forward to Mellon Investor Services as
         Escrow Agent and as Transfer Agent of Holder certificate(s) for shares
         of Common Stock of Holder equal in value to 2X the sum of the principal
         amount of the Promissory Note and all interest which will be due and
         payable on the Due Date:

         (a)      The value of a share of Holder's Common Stock for purposes of
                  determining the number of shares of ILTS Common Stock to be
                  placed in the Escrow Account is (US)$0.70 per share;

         (b)      The number of shares of Common Stock of Maker to be placed in
                  the Escrow Account is 4,579,341 shares (the "Shares");

         (c)      Maker agrees that if the amount due under the Promissory Note
                  including interest at nine percent (9%) per annum calculated
                  on a daily basis from 14 February 2001 up to the date of its
                  full payment is not paid on the Cure Date, the Escrow
                  Agreement will provide that the Escrow Agent will transfer the
                  certificates of Common Stock of Holder to the Holder's
                  account, in accordance with the provisions of the Escrow
                  Agreement, for such disposition as Holder determines; and

         (d)      Maker agrees to execute such stock powers or other documents
                  requested by Holder and the Escrow Agent to carry out the
                  purposes of the Promissory Note, this Amendment and the Escrow
                  Agreement attached as Exhibit A.

4.       Security. Maker's obligations under the Promissory Note and this
         Amendment are secured by that certain Escrow Agreement of even date
         herewith ("Escrow Agreement") encumbering certain shares of ILTS Common
         Stock owned by Maker. Notwithstanding the foregoing, Maker and the
         Holder or any other holder of this Promissory Note agree that the
         holder of this Promissory Note shall have full recourse to all assets
         and properties of Maker, including, without limitation, the Shares
         pledged to the Holder pursuant to the Escrow Agreement.

         This Amendment shall be governed by and construed in accordance with
         the laws of the State of California and the parties agree that any
         action brought hereunder to enforce the provisions of the Promissory
         Note, this Amendment and the Escrow Agreement will be brought in the
         U.S. federal or California state courts in San Diego county, California
         and each party hereby submits to the jurisdiction of such courts for
         notice, service of process and all legal or enforcement proceedings.

Executed this 15th day of October 2001 in San Diego, California.

Berjaya Lottery Management (H.K.) Ltd.



By:      /s/ Tan Sri Dato' Seri Vincent Tan Chee Yioun
         _____________________________________________________

Title:   President
         _____________________________________________________

International Lottery & Totalizator Systems, Inc.




By:      /s/ M. Mark Michalko
         _____________________________________________________

Title:   President
         _____________________________________________________