Exhibit 10.22



                                    January 11, 2001

Martin E. Schloss
869 President Street
Brooklyn, New York 11215

Dear Marty:

      This letter memorializes the resolutions approved by the Board of
Directors of Autotote Corporation (the "Company"), on August 30, 2000 and
September 7, 2000, concerning your continued employment. The Board approved the
following five terms:

      1. TERM: Subject to earlier termination for cause, death, or disability,
the term of your employment shall be extended, effective September 1, 2000,
through and until August 31, 2003 (the "Term").

      2. POSITION: During the Term, you will serve as Vice President, General
Counsel and Secretary of the Company. You will report directly to the Chief
Executive Officer of the Company (the "CEO") and shall have such duties and
authority consistent with your title as shall be reasonably assigned to you from
time to time by the CEO or the Board of Directors.

      3. SALARY: Effective September 1, 2000, your annual salary has been
increased to $300,000 and will be increased annually on each succeeding
September 1 thereafter by an amount not less than a percentage of your annual
salary then in effect equal to the percentage increase, if any, during the
preceding twelve months in the Consumer Price Index for New York, New York.

      4. BENEFITS: During the term you will be entitled to participate in any
and all benefit plans and programs of the Company that are made available to its
senior executives, including the Company's Supplemental Executive Retirement
Plan.

      5. COMPENSATION UPON CHANGE IN CONTROL: If your employment is terminated
without cause within two years of a Change in Control, as defined in the
agreement between you and the Company, dated as of November 1, 1997 (the "Change
in Control Agreement"), you will be entitled to receive, in lieu of any payment
under the Change in Control Agreement, a cash payment in an amount equal to
three times the sum of (i) your annual salary on the date of such termination
and (ii) the Severance Annual Incentive Amount, as defined in the Change of
Control Agreement.





Martin E. Schloss
January 11, 2001
Page 2




      You and Autotote agree that the terms contained in this letter will be
memorialized in a formal employment agreement. Please indicate your acceptance
of these terms by countersigning this letter below and returning it to my
attention.

                                          Very truly yours,



                                          A. Lorne Weil
                                          Chief Executive Officer and
                                          Chairman of the Board

AGREED AND ACCEPTED:


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      Martin E. Schloss                         Date


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