Prime Gaming Philippines, Inc. (PGPI)

June 24, 1998 PSE CIRCULAR FOR BROKERS NO. 1437-98 June 24, 1998 PHILIPPINE STOCK EXCHANGE, INC. PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Mr . Reynold P . Ong Vice President, Listing & Disclosures Group RE : Prime Gaming Philippines, Inc . (PGPI) Gentlemen : We reply to your facsimile dated 24 June 1998. Prime Gaming Philippines, Inc. ("PGPI") has been informed by its major stockholder, Berjaya Lottery Management (H.K.) Limited ("Berjaya"), that it has signed a definitive agreement with International Lottery & Totalization Systems, Inc. ("ILTS"), a company listed in NASDAQ pursuant to which ILTS will acquire 52.25% interest in PGPI from Berjaya and/or other current PGPI shareholders in exchange for the issuance of ILTS common stock. PGPI is a holding company listed in the Philippine Stock Exchange which owns 100% of the shares of Philippine Gaming Management Corporation ("PGMC"). ILTS is a California-based company that provides computerized wagering systems, equipment and services to lottery and racing organizations in 18 countries in four continents. Berjaya presently owns 36% of ILTS and approximately 54.3% of PGPI and has representations in each corporation's Board of Directors. prLL Under the proposed transaction, ILTS would issue 9.5 million new common shares to Berjaya and/or other current PGPI shareholders in exchange for the 52.25% interest in PGPI. The exchange ratio was negotiated on the basis that the ILTS stock price for purposes of the transaction will be US$2.40 per share and that the PGPI stock price will Seventeen and 50/100 Pesos (=P=17.50) per share (or US$0.4375 per share at an assumed exchange rate of approximately =P=40.00 per US$1.00). PGPI currently has 99.53 million shares outstanding. The transaction is subject to satisfaction of customary closing conditions, including approval of the transaction by ILTS shareholders, the shareholders of any of Berjaya Group Berhad (the parent company of Berjaya), the Securities and Exchange Commission (SEC) and any other relevant authorities, if required. PGPI intends to make a full disclosure of the above transaction immediately after the completion of due diligence work and other pre-conditions to rendering the exchange under the agreement enforceable. Very truly yours, (SGD.) JOSE A. BERNAS Corporate Secretary