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                                                                   Exhibit 10(g)

                INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

                        1997 DIRECTORS' STOCK OPTION PLAN


         1. Purpose of the Plan. Under this 1997 Directors' Stock Option Plan
(the "Plan") of International Lottery & Totalizator Systems, Inc. (the
"Company"), options shall be granted to directors who are not employees of the
Company to purchase shares of the Company's capital stock. The Plan is designed
to enable the Company to attract and retain outside directors of the highest
caliber and experience.

         2. Stock Subject to Plan. The maximum number of shares of stock for
which options granted hereunder may be exercised shall be 400,000 of the
Company's common shares, no par value per share, subject to the adjustments
provided in Section 6. Shares of stock subject to the unexercised portions of
any options granted under this Plan which expire or terminate or are cancelled
may again be subject to options under the Plan.

         3. Participating Directors. The directors of the Company who shall
participate in this Plan are those directors who are not, as of the applicable
"date of grant" (as defined below), employees of the Company or any of its
subsidiaries.

         4. Grant of Options. Each participating director shall be granted the
following options the date of each of which being a "date of grant":

(a)      an option to purchase 10,000 common shares (subject to the adjustments
provided in Section 6) on September 25, 1997;

(b)      an option to purchase 10,000 common shares (subject to the adjustments
provided in Section 6) on September 25, 1998;

(c)      an option to purchase 10,000 common shares (subject to the adjustments
provided in Section 6) on September 25, 1999;

(d)      an option to purchase 10,000 common shares (subject to the adjustments
provided in Section 6) on September 25, 2000;

         In addition, the Board of Directors may grant participating directors
one or more additional options from time to time in its discretion.

         Notwithstanding any other provision of this Plan, no option hereunder
shall be granted unless sufficient shares (subject to said adjustments) are then
available therefor under Section 2 and 7. In consideration of the granting of
the options, the option holder shall be deemed to have agreed to remain as a
director of the Company for a period of at least one year after each date of
grant. Nothing in this Plan shall, however, confer upon any option holder any
right to continue as a director of the Company or shall interfere with or
restrict in any way the rights of the Company or the Company's shareholders,
which are hereby expressly reserved, to remove any option holder at any time for
any reason whatsoever, with or without cause, to the extent permitted by the
Company's bylaws and applicable law.

         5. Option Provisions. Each option granted under the Plan shall contain
the following terms and provisions:

(a)   The exercise price of each option shall be equal to the aggregate fair
market value of the common shares optioned on the date of grant of such option.
For this purpose, such fair market value means the closing price of shares of
the same class on the day in question (or, if such day is not a trading day in
the U.S. securities markets or if no sales of shares of that class were made on
such day, on the nearest preceding trading day on which sales of shares of that
class were made), as reported with respect to the market (or the composite of
the markets, if more than one) in which such shares are then traded; or if no
such closing prices are reported the lowest independent offer quotation reported
for such day in Level 2 of NASDAQ, or if no such quotations are reported it
means the value established by what the Board of Directors of the Company in its
judgment then deems to be the most nearly comparable valuation method.

(b)   Payment for shares purchased upon any exercise of the option shall be made
in full in cash concurrently with such exercise.

(c)   The option shall become exercisable in installments as follows: It may be
exercised as to up to but no more than 50% of the total number of shares
optioned on and after the first anniversary of the date of grant; and up to 100%
of the total number of shares optioned on and after the second anniversary of
the date of grant; in each case to the nearest whole share.


                                      
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(d)   When the option holder ceases to be a director of the Company, whether
because of death, resignation, removal, expiration of his or her term of office
or any other reason, the option shall terminate ninety (90) days after the date
such option holder ceases to be a director of the Company and may thereafter no
longer be exercised; except that (i) upon the option holder's death his or her
legal representative(s) or the person(s) entitled to do so under the option
holder's last will and testament or under applicable intestate laws shall have
the right to exercise the option within one year after the date of death (but
not after the expiration date of the option), but only for the number of shares
as to which the option holder was entitled to exercise the option on the date of
his or her death and (ii) upon the option holder's ceasing to be a director by
reason of disability he or she (or his or her guardian) shall have the right to
exercise the option within one year after the date the option holder ceased to
be a director (but not after the expiration date of the option), but only for
the number of shares as to which the option holder was entitled to exercise the
option on the date of his or her ceasing to be a director.

(e)   Notwithstanding any other provision herein, such option may not be 
exercised prior to approval of this Plan by the Company's shareholders having a
majority of voting power of the outstanding common shares represented at a duly
held meeting at which a quorum is present, nor prior to the admission of the
shares issuable on exercise of the option to listing on notice of issuance on
any stock exchange on which shares of the same class are then listed; nor unless
and until, in the opinion of counsel for the Company, such securities may be
issued and delivered without causing the Company to be in violation of or incur
any liability under any federal, state or other securities law, any requirement
of any securities exchange listing agreement to which the Company may be a
party, or any other requirement of law or of any regulatory body having
jurisdiction over the Company.

         6. Adjustments. If the Company's outstanding common shares are
increased or decreased, or are changed into or exchanged for a different number
or kind of shares or securities of the Company, as a result of one or more
reorganizations, recapitalizations, stock splits, reverse stock splits, stock
dividends or the like, appropriate adjustments shall be made in the number
and/or kind of shares or securities as to which options may thereafter be
granted under this Plan and for which options then outstanding under this Plan
may thereafter be exercised. Any such adjustment in outstanding options shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of such options, but with a corresponding adjustment in the
purchase price for each share or other unit of any security covered by the
option. No fractional shares of stock shall be issuable under any option granted
under this Plan or as a result of any such adjustment.

         7. Corporate Reorganizations. Upon the dissolution or liquidation of
the Company, or upon a reorganization, merger or consolidation of the Company as
a result of which the Company's outstanding common shares are changed or
exchanged for cash or property or securities not of the Company's issue, or upon
a sale of substantially all the property of the Company to another corporation
or person, the Plan shall terminate, and all options thereto granted hereunder
shall terminate, unless provisions shall be made in writing in connection with
such transaction for the continuance of the Plan and/or for the assumption of
options theretofore granted, or the substitution for such options of options
covering the stock of the successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
prices, in which event the Plan and options theretofore granted shall continue
in the manner and under the terms so provided. If the Plan and unexercised
options shall terminate pursuant to the foregoing sentence, all persons entitled
to exercise any unexercised portions of options then outstanding shall have the
right, at such time prior to the consummation of the transaction causing such
terminations as the Company shall designate, to exercise the unexercised
portions of their options, including the portions thereof which would, but for
this section entitled "Corporation Reorganizations," not yet be exercisable.

         8. Duration, Termination and Amendment of the Plan. This Plan shall
become effective upon its adoption by the Board of Directors of the Company and
shall expire on December 31, 2000, so that no option may be granted hereunder
after that date although any option outstanding on that date may thereafter be
exercised in accordance with its terms. The Board of Directors of the Company
may alter, amend, suspend or terminate this Plan, provided that no such action
shall deprive an option holder, without his or her consent, of any option
previously granted pursuant to this Plan or of any of the option holder's rights
under such option. Except as herein provided, no such action of the Board,
unless taken with the approval of the stockholders of the Company, may make any
amendment to the Plan as to which approval by stockholders is required by
applicable law, regulation or rule.