AMENDED STOCKHOLDERS' AGREEMENT

Exhibit 10.1

MacAndrews & Forbes Holdings Inc.
35 East 62nd Street
New York, New York 10021

February 15, 2007

Scientific Games Corporation
750 Lexington Avenue, 25 th  Floor
New York, New York  10022
Attention:  Mr. A. Lorne Weil

Ladies and Gentlemen:

Reference is made to the Stockholders’ Agreement dated as of September 6, 2000, as supplemented by the Supplemental Stockholders’ Agreement dated as of June 26, 2002 and our letter agreement dated October 10, 2003 (as so supplemented, the “Stockholders’ Agreement”), with respect to Scientific Games Corporation (formerly known as Autotote Corporation) (the “Company”).

This will confirm our agreement that any shares of the Company’s Class A common stock (“Common Stock”) that we or any of our subsidiaries acquired or may acquire on or after February 12, 2007 will be deemed to be “Registrable Securities” within the meaning of clau