Filed by MDI Entertainment, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                       Subject Company:  MDI Entertainment, Inc.
                                                Commission File Number:  0-24919


THE FOLLOWING IS THE TRANSCRIPT OF A TELEPHONE CONFERENCE WITH ANALYSTS AND
OTHERS HELD ON FEBRUARY 26, 2002.

Operator:           Hello,  everyone.  Thank you for  joining us this
                    morning.  With us today are Lorne Weil,  chairman and CEO of
                    Scientific Games and Steve Saferin, CEO and president of MDI
                    Entertainment.  During  the call  today  they  will  discuss
                    Scientific  Games and MDI  Entertainment's  letter of intent
                    announcement released this morning. If you have not received
                    the information, please call Ed Fury, Expector Associates at
                    212-943-5858 and he will send you copies right away.

                    Details  regarding  the  replay  of  the  call  are  in  the
                    Scientific  Games press release.  As a reminder this call is
                    being broadcast live and there will be a question and answer
                    session following the remarks.

                    Before turning the call over to the management, I would like
                    to  remind  you that  investors  and  security  holders  are
                    advised  to read  the  joint  proxy  statements  prospective
                    regarding the proposed merger when it becomes available.

                    Investors and security holders are advised to read the joint
                    proxy  statement/prospectus  regarding  the proposed  merger
                    when it becomes available, because it will contain important
                    information.  Such joint proxy  statement/prospectus will be
                    filed  with  the  Securities  and  Exchange   Commission  by
                    Scientific Games and MDI. Investors and security holders may
                    obtain a free copy of the joint  proxy  statement/prospectus
                    (when  available)  and other  documents  filed by Scientific
                    Games and MDI at the  Securities  and Exchange  Commission's
                    web    site    at     www.sec.gov.     The    joint    proxy
                    statement/prospectus  and such other  documents  may also be
                    obtained from Scientific Games and MDI.

                    MDI and its  executive  officers and directors may be deemed
                    to be  participants  in the  solicitation  of  proxies  from
                    stockholders  of  MDI  with  respect  to  the   transactions
                    contemplated by the letter of intent.  Information regarding
                    such  officers and directors  include MDI's proxy  statement
                    for its 2001 annual meeting of  stockholders  filed with the
                    Securities  and  Exchange  Commission  of May 1, 2001.  This
                    document is available  free of charge at the  Securities and
                    Exchange Commission's web site at http\\www.SEC.gov and from
                    MDI and Scientific Games.

                    This  press  release  includes  statements  that  consist of
                    forward-looking  statements made pursuant to the Safe Harbor
                    provisions of the Private  Securities  Litigation Reform Act
                    of 1995. This information  involves risks and  uncertainties
                    that could cause actual  results to differ  materially  from
                    the  forward-looking  statements.  For  certain  information
                    regarding these risks and uncertainties,  reference is to be
                    made to  Scientific  Games annual report on Form 10K for the
                    fiscal year ended October 31, 2000,  the  Transition  Period
                    report  on form  10Q for the  period  of  November  1,  2000
                    through  December 31, 2000 and the Quarterly  Report on Form
                    10Q for the third  quarter  ended  September 30, 2001 and to
                    the MDI Entertainment's  Annual Report on Form 10KSB for the
                    fiscal year ended December 31, 2000 and the Quarterly Report
                    on Form  10QSB for the third  quarter  ended  September  30,
                    2001.

                    Now let's turn the call over to Mr.  Steve  Saferin who will
                    review the MDI financial results. Mr. Saferin.

                                       1


Lorne:              Thank  you,  operator.  Actually  this is Lorne Weil
                    speaking and good morning, everyone. This is also Lorne Weil
                    speaking. I'm going to speak first for a few minutes to talk
                    about  how we view  this  opportunity  and then I'll turn it
                    over to Steve to discuss the  transaction  from his point of
                    view and then we'll leave a few minutes if we have some time
                    for questions.

                    We're  obviously very excited about the  opportunity to join
                    forces  with MDI.  We've had a  relationship  with MDI for a
                    number of years.  We're one of the largest  shareholders  of
                    MDI. We've worked together quite well and quite  extensively
                    and so  clearly  this  is a  relationship  that  both  sides
                    understand  about as well as two  parties to a merger  could
                    understand  each  other  and I think we share  each  other's
                    optimism and enthusiasm for where this can take us.

                    We see all over the world that the opportunities for branded
                    instant lottery tickets is a terrific opportunity.  We think
                    that MDI had done a great  job,  but we feel  that  with the
                    full weight of Scientific  Games resources around the world,
                    game  design   resources,   market   resources,   technology
                    resources and so forth that we can give a real great push to
                    the  growth  of the  branded  lottery  business  and help it
                    become a larger and much more vibrant business than it is at
                    the present time.

                    I  also  think  because  of  our  role  increasingly  as  an
                    important  player in the worldwide  online lottery  business
                    that we have a  significant  opportunity  to take the  basic
                    concepts  that Steve  Saferin has  developed so cleverly and
                    brilliantly  in the last few  years  in the  instant  ticket
                    business  and apply that to the online  lottery  business as
                    well.

                    We also  feel  that  the MDI  team  has a  great  amount  of
                    creativity  and great amount of knowledge and  experience in
                    this business and we think that they can help as well in the
                    whole  area of the  development  of  proprietary  games  and
                    proprietary  kinds of lottery  tickets.  So from a marketing
                    and product development and from a branding point of view, I
                    think the synergies  between the two companies are clear and
                    I think that we're very  optimistic and  enthusiastic  about
                    where it's going.

                    In terms of our anticipated  financial impact, I assume that
                    a number of you were on the  earnings  call that we had just
                    in the last week or ten days and we  indicated  at that time
                    that we expected  over the next  several  months to becoming
                    involved in some acquisitions.  And we indicated that all of
                    these  acquisitions  would  meet a  fairly  rigorous  set of
                    business  and  financial  criteria.  The  business  criteria
                    obviously  having  to  do  with  fit  marketplace   overlap,
                    technology and so forth and from a financial  point of view,
                    that they be accretive financially in deals that we would do
                    with stock so that we could also improve our balance sheet.

                    And I think we can say here  comfortably  that we expect the
                    transaction to be accretive.  I think at this point we don't
                    want  to  go  too  much  into  a  discussion   of  financial
                    projections,  although  I do  understand  that - and I guess
                    Steve  Saferin  will  mention this in a moment - MDI will be
                    filing a proxy in the  fullness of time,  which will contain
                    certainly    significant    information   with   regard   to
                    projections.

                    But as far as we're concerned, let me simply say that number
                    one,  and  Steve  will talk a little  more  about  this.  We
                    anticipate quite significant financial synergies between the
                    two  companies  that  should  meaningfully  and  importantly
                    enhance the profitability of - actually the profitability of
                    both companies.

                                       2


                    And I take a great degree of comfort in the  knowledge  that
                    Steve  Saferin  has put a major  portion  of what he will be
                    receiving in this transaction in effect at risk with respect
                    to  meeting  certain,  you know,  profitability  projections
                    going  forward.  I  think  Steve  would  probably  not  feel
                    comfortable doing that if he weren't also comfortable in his
                    ability to meet  those  projections  with the two  companies
                    merged and as part of the Scientific  Games overall  family.
                    And so again, I think that tends to give us a lot of comfort
                    and confidence  that from a purely  financial  point of view
                    that this  transaction will be very nicely accretive at both
                    the EBITDA level and the net income level, you know, for our
                    own shareholders,  but certainly in the - and we wouldn't do
                    it if it weren't.

                    But in the larger  scheme,  we see this as a piece of a much
                    larger puzzle that we feel anybody in the long run trying to
                    compete  in  the  lottery  business  is  going  to  have  to
                    complete. It's becoming a much more complicated business and
                    much more demanding  business.  Clearly the lottery industry
                    as the gaming industry  overall is going through a period of
                    consolidation  and I think  that  success in the long run is
                    going to involve really only a relatively few companies that
                    are  able  to  bring  all of  the  necessary  expertise  and
                    resources together under one roof. This is what we're trying
                    to do.

                    We're  obviously  very  grateful that we're able to have MDI
                    play a critical  role in that  strategy  and of course  only
                    time will tell where we come out financially.  But certainly
                    from our perspective right now and for what we see, we think
                    this is going to turn out to be an excellent transaction for
                    everyone.

                    Obviously,  again if you were on our call the other day,  we
                    at  Scientific  Games are  extremely  optimistic,  extremely
                    enthusiastic  about our own  outlook.  We have a  tremendous
                    backlog  of   business   building.   We   continue  to  take
                    significant steps to improve the company's profitability.  I
                    think,  again,  if you were on the call we offered  guidance
                    quite  early  on in  2002  indicating  quite  a  significant
                    improvement  from 2001.  I think the addition of MDI to that
                    will only further  strengthen the performance that we talked
                    about in the guidance.

                    And therefore, let me in closing and before I hand it off to
                    Steve say that we warmly  welcome or will  shortly  down the
                    road warmly welcome all of the current MDI shareholders into
                    the Scientific Games shareholder family.  Obviously a number
                    of you already are  shareholders of both  companies.  And we
                    hope and we're  quite  confident  that  those of you who are
                    becoming new Scientific Games  shareholders are not going to
                    be disappointed in your investment.

                    And with  that,  I'll turn it over to Steve  Saferin to give
                    you his view of  things,  which  will  hopefully  not be too
                    terribly different than mine.

                                       3


Steve:              Thanks,  Lorne.  Good  afternoon to everybody in the
                    East and good  morning  to the rest of you.  The  letter  of
                    intent,  which MDI and Sci Games  signed  last  evening  and
                    announced this morning, provides what the MDI board believes
                    is the absolute best  opportunity  for MDI  shareholders  to
                    realize the significant upside.

                    This  decision  was not  reached  easily.  We spent a lot of
                    time,  the board,  looking at Sci  Games'  business  and our
                    business,  how they  could  mesh  together,  what the impact
                    might be, what our future was, and we  determined  that this
                    was in fact the best course.

                    There were, I guess, four basic reasons that we came to that
                    conclusion.  First and quite simply,  the complexity and now
                    some added  competition  in the global lottery market really
                    requires  that a company  of our size  align  itself  with a
                    larger  company to be able to do what we need to do. And Sci
                    Games is the absolute  best company when it comes to instant
                    tickets and many other lottery  services and we look forward
                    to helping them grow even more.

                    In the  past as most of you  know  that  have  followed  our
                    business,  it is almost all is focused on instant games. But
                    this new agreement with Sci Games will provide us a platform
                    to  develop  online  lottery  games  featuring  our  various
                    brands.  We look forward to doing that in the months  ahead.
                    In  addition,  we believe the time is not too  distant  when
                    lottery players will be able to play lottery on the Internet
                    while  buying their  tickets at brick and mortar  retailers.
                    This  agreement  will  give  us  the  resources  to  develop
                    sophisticated  computer  like games built around some of our
                    brands.   As  you  also  probably  know,  we  have  recently
                    announced  a  significant   international  marketing  effort
                    spurred on by our  acquisition  to exclusive  rights for the
                    2002  World  Cup.  And  while  we  believe  that  we will be
                    successful in the long run, this agreement  provides us with
                    far more  resources to quickly  penetrate  this market and I
                    will tell you there is lots of  interest  in our  brands all
                    over the world.

                    While MDI will  continue to operate as an  autonomous  unit,
                    there are tremendous  synergies that can be achieved between
                    the two companies  and intended  cost  savings.  Some of the
                    most  significant  would be from MDI  ridding  itself of the
                    cost of being a public company and a second is a significant
                    reduction in my salary.

                    To that point and as Lorne stated earlier,  I as a member of
                    the board and principle  shareholder in the company  believe
                    very, very strongly in this deal and it's potential. So much
                    so that I've escrowed  nearly a quarter of the shares that I
                    was to  receive at  closing  only to be earned  upon the MDI
                    business unit hitting certain EBITDA targets.  And as stated
                    earlier, I have taken a significant pay cut going forward.

                    One of the  primary  reasons I have  done this is  because I
                    believe  not only was this deal right for MDI,  but that the
                    upside potential for all Sci Games shareholders of which MDI
                    shareholders  will become,  myself  included,  is very, very
                    significant.

                    And with that, I guess, we'd like to open it to questions.

                                       4


Lorne:              Yeah. Thanks,  Steve.  Operator,  if you could now go
                    into Q&A mode. Everyone,  let me just say we'd like to limit
                    the  Q&A,  if we can to  about a half  an  hour  and if each
                    person asking a question could please limit their  questions
                    to just  two so that  we  give  as many  people  as we can a
                    chance.  When  we're down to our last  couple of  questions,
                    I'll inform the operator of that. So operator,  if you could
                    start the Q&A please.

Operator:           At this time, if you would like to ask a question,
                    please  press  star then the  number  one on your  telephone
                    keypad.  If you are on a  speakerphone,  please  pick up the
                    handset  before asking your  question.  Your first  question
                    comes from Jay Leonard of CIBC World Market.

Jay:                Gentlemen,  just so I understand  and just help me and
                    the other  investors  understand - and this is really coming
                    from the  lottery  - the MDI board of  directors,  would the
                    business  that you have  improving  revenues  in the  fourth
                    quarter up 460% and to quote you Steve,  our business  model
                    is gaining more and more  acceptance  as is evidenced by the
                    increased   number  of  games   introduced  by  our  lottery
                    customers  in 2000,  World  Cup,  MBA,  etc.  Talking to new
                    investors  volume in the stock  increasing,  finally,  stock
                    trading at $3.25 last Friday,  I'm just, you know, miffed by
                    A) why we  would  do the  deal at  this  price.  There's  no
                    mention   as  to  what  the   ratio  is  or  if   there's  a
                    [UNINTELLIGIBLE].  You know,  just as a shareholder and with
                    clients who have significant  positions in the company, this
                    has not been well received. That's my first question.

Steve:              Okay.

Jay:                Follow-up question after that.

Steve:              Okay. Well, first of all, let me say this that no one
                    has a bigger  position in this company than I do and we gave
                    this - the  board  spent  literally  hours and hours on this
                    issue.  We certainly  recognize  that the price that we have
                    agreed to with Scientific  Games and the price the stock was
                    trading at at the time we entered into this  agreement.  But
                    we - the board believes that this is a much better long term
                    deal for investors in MDI than anything else around. We need
                    to have this kind of synergistic  relationship with a larger
                    company to maximize the potential of our business. There are
                    - our business is good. There's no doubt about it. It can be
                    significantly  better  with  this  combination  rather  than
                    without it.

                    We're  going to be  filing a proxy  statement.  You'll  have
                    access to all the  information  that we  considered  and the
                    shareholders  will be asked to vote on  this.  We hope  that
                    you'll vote in the favor of it. That will be your choice.

Jay:                Okay.  Well, in keeping with that,  will that be filed
                    with the collar?  Is there a collar?  I know you can't state
                    it right  now until  it's out,  but is there a collar on the
                    deal?

Steve:              Really can't comment on it.

                                       5


Jay:                All  right.  Understand  - and I  appreciate  that you
                    believe  very  firmly in this thing and I have no doubt that
                    an  alliance  with  Sci  Games  is the  right  way to go and
                    probably a merger is fine.  It's just that I don't see where
                    as a  shareholder,  you  know,  getting  - coming in at this
                    price  point,  we're  going to need,  you  know,  Sci  Games
                    probably to go to a double to get the  equivalent of rate of
                    return on our lottery stock from where we are right now. And
                    you know,  as a  shareholder  with things  going up, it just
                    seems that since this is a stock deal and Sci Games has, you
                    know,  escalated  the price  dramatically  of recent that we
                    could have struck on a stock basis a much better  deal.  You
                    know,  it's not cash changing  hands here.  It's stock.  And
                    since Sci Games already is a shareholder of the company,  it
                    does  not  look  to be - or I  will  not - it is  not  being
                    perceived   as  being   as   attractive   to  the   existing
                    shareholders as the deal might be with all these good things
                    happening.  It's not like,  you know,  the company was doing
                    poorly.  The company was really  turning the corner.  We had
                    just made it or starting to make it.

Steve:              And look, I think we'll continue to improve with this
                    alliance. And I think a double in Sci Games stock may not be
                    too far fetched.

Jay:                I mean, God willing I think that would be terrific. But
                    again, it just doesn't seem to - you know,  there's no extra
                    pay out to us if you do your  job and I'm  sure you will and
                    MDI will be the  driving  force and that this is a screaming
                    steal  for Sci Games at this  price  point,  but,  you know,
                    where is the - I mean,  are there - you know,  if there were
                    even  warrants or something  that was attached to, you know,
                    the  performance  that,  you know,  the MDI  division did or
                    something that we would benefit.  Other than you doing,  you
                    know,  which I believe  you will be able to do and that your
                    division  will do extremely  well,  you know,  what if other
                    divisions  within  Sci Games  doesn't.  You know,  we're not
                    getting that pure play.

Lorne:              Steve,  this is Lorne Weil speaking and then I think
                    we need to give someone else a chance.  Let me just say that
                    you really do need to at least  consider,  you know,  in the
                    long run  there's  always  the,  you know - we hope it won't
                    happen,  of course,  and we don't think it'll  happen,  that
                    things in fact turn out not to go so well with MDI,  but now
                    you  have  the  security  of  all  the  other  divisions  of
                    Scientific  Games that are doing well. So I appreciate  your
                    point and I  understand  why you're  making the case  you're
                    making.  But I think you have to at least  consider the fact
                    that, you know, MDI is coming into a pretty special  company
                    and that it  certainly  offers a degree  of  security  and a
                    degree  of  comfort   for  both  MDI  the  company  and  MDI
                    shareholders that it doesn't have now.

                    And I think if we could  go on the  next  question,  I would
                    appreciate it please.

Operator:           Your next question comes from Mr. Neil Gore of UBS
                    Payne Webber.

Neil:               Good afternoon.  Several questions.  First, Lorne, what
                    percentage of your -

Lorne:              This is Lorne.  You only get to ask two questions.

Neil:               Well, I got two and a half.

Lorne:              Okay.

Neil:               Okay.  What percentage of your current instant tickets are
                    licensed?

                                       6


Lorne:              Of our instant tickets at Scientific Games?

Neil:               Right.  That's correct.

Lorne:              You know, I don't know that -

Neil:               Is it large?  Small?  I really -

Lorne:              It's quite small.  It's quite small.

Neil:               Okay.  And Steve?

Steve:              Yes, sir.

Neil:               Your sales were great last  quarter.  What percent of
                    your sales were to Scientific Games and what percent were to
                    like a GTech or any of the other  people  who print  instant
                    tickets?

Steve:              Well, G-Tech doesn't print instant tickets -

Neil:               Okay.

Steve:              So there's a couple of other companies -

Neil:               Okay.  Any of the others.

Steve:              I'd say we -  Scientific  Games  has less  than it's
                    proportion of  marketshare,  probably in the 35 to 45% range
                    of the  revenue was from games that Sci Games  printed.  The
                    remainder from other printers.

Neil:               Okay. So therefore, the people who once this merger is
                    complete,  who is your  competition  that these other people
                    might have to run to? If they want to license something.

Steve:              Well, there's a couple other companies that have some
                    licenses in the  business,  but for the most part the main -
                    we control about 85% of the license game market.

Lorne:              Actually,  Neil,  its  Lorne.  Let  me  answer  that
                    question in a slightly  different way,  because I think that
                    there's a  pre-supposition  in what you're saying,  which is
                    not correct. One of the things that we Scientific Games like
                    and like a lot  about  MDI is the  fact  that it gives us an
                    opportunity to sell things to state lotteries with - who are
                    not  currently  our  customers.  You know,  normally in this
                    business,  it's one of the good things about the business is
                    most  of  our  business  tends  to be  based  on  multi-year
                    contracts.  But when one of our competitors has a multi-year
                    contract with a major lottery,  take the California lottery,
                    for example,  which  happens not to be a customer of ours in
                    instant tickets. And there really isn't anything that we can
                    sell that lottery until the next time their contract becomes
                    available and goes out for RFP.

                    But  what  MDI  offers  us is an  opportunity  to go to that
                    lottery  with the  license  properties  that MDI has and get
                    revenue  from that lottery even though it is in fact not one
                    of our customers. So the -

                                       7


Steve:              I was going to say as an example of that in the last
                    18 months, we've recognized about $3 million in revenue from
                    the California lottery. And there is no requirement here, as
                    Lorne is saying, that just because we sell a game to someone
                    that Sci Games has to print the game.  Whoever their printer
                    is can print it.  And I think if you take a look at the fact
                    that Sci  Games is sort of  under-represented  in our  total
                    volume,  it says that this combination can really have a lot
                    of room for  growth  because we can bring in  business  from
                    other  lotteries  that Sci Games  doesn't  print for and Sci
                    Games can deliver  more of their  business to us as licensed
                    games.

Neil:               Well, I understood  that. In fact, I actually thought
                    that the license  games were a larger  percentage  than they
                    actually were.

Steve:              No. It's a reasonably new development in the lottery
                    business.  And I'd be surprised if it's over 5% of the total
                    games that are on the street.

Neil:               I see.  Thank you very much.

Lorne:              Sure.

Operator:           Your next question comes from Mr. Chris Nicodemou of
                    UBS Warburg.

Chris:              I just had my question answered.  Thank you very much.

Operator:           Your next question comes from Mr. Brian Frickman [PHONETIC].

Brian:              I just got - I'm traveling on the road,  but dialing
                    in on the conference call.  Apparently you guys are buying -
                    is this a cash deal or is there a stock -

Lorne:              It's a stock  deal and the basic idea of the deal is
                    that MDI  shareholders  will receive  $2.10 in value per MDI
                    share and they will  receive it in  Scientific  Games  stock
                    based upon the average  closing  price of  Scientific  Games
                    over the previous 30 days.

Brian:              And when are you expecting to close?

Male Speaker:       Close between 60 and 90 days, probably closer to 90.

Lorne:              Did - were you able to hear that.  That was our general
                    counsel speaking.

Brian:              60 to 90 days, closer to 90.

Lorne:              Yes.  Between 60 and 90 days from now.

Brian:              Thank you.

Lorne:              Yep.

Operator:           Your next question comes from [UNINTELLIGIBLE] of
                    International Capital Partners.

Mack:               Hello.  Good morning, Steve.

Steve:              Good morning, Mack.  How are you?

Mack:               Okay.  Yes. I just want to make a comment  here and I
                    want to say I oppose the deal.  I don't  think it's good for
                    MDI  shareholders  and I hope  they'll  vote  along with me.
                    Thank you.

Lorne:              Thank you.

Steve:              Okay.

Operator:           Your next  question  comes from Mr. Randy Purdell
                    [PHONETIC] of RS Purdell and Associates.

                                       8


Randy:              Good morning, gentlemen.

Lorne:              Good morning.

Randy:              This is basically  addressed to Steve. I've talked to
                    many times over the last, I guess,  three plus years.  We've
                    been  shareholders  prior to  Scientific  Games,  I believe.
                    Couple of  questions,  one given  your own  shares  board of
                    director shares and Scientific  Games,  what percentage does
                    that represent of the total outstanding shares?

Steve:              I think it's probably about 43 or 44%.

Randy:              Okay.  So you're going to need -

Steve:              It's over 40.

Randy:              Okay.  So you're  going to need a lot of  individual
                    shareholders to vote the deal so that it would  conclude,  I
                    would imagine.

Steve:              We'll need over 50%.

Randy:              Right.  Okay. I'm just a little perplexed the timing
                    of this given the fact that the company  has turned  around.
                    The stock was trading as high as $3.65 last week.  Obviously
                    your negotiations  probably had transpired much earlier than
                    the last few weeks when the stock has been going up on heavy
                    volume. But we are absolutely opposed to the deal as well as
                    many of the other  shareholders  that I've been  talking to.
                    And I'm absolutely perplexed as to the timing. The synergies
                    between  the two  companies - when  Scientific  Games took a
                    position   in  the  company  it  was  stated  back  then  on
                    conference  calls and  individual  discussions  that by them
                    taking  the  position  in the  company  you were going to be
                    working  together  anyway,  so I really don't understand the
                    necessity to merge with them at this point.  Do you have any
                    comment?

Steve:              No, not  really.  I mean,  you're  entitled  to your
                    opinion.  I hope you take  the  time to read the  proxy  and
                    consider it fully  before you make a final  decision.  But I
                    understand.

Randy:              Well, Steve, you know there's many shareholders that
                    are in to this  stock  for as high as $14 a share  that have
                    been  riding,  you know,  the company up and down and it has
                    turned the corner and from my  perspective,  I don't see why
                    they  should  even  consider  a buy out at  $2.10  when  the
                    company  was doing so well for the last  year.  I'm  talking
                    about this stage. I can see down the road,  you know,  after
                    you  build  shareholder  value to get a fair  price  for the
                    company.  But I really  don't  understand  the  necessity of
                    doing it now.

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Steve:              I understand.

Randy:              Okay.  Well, that's my - you know, basically all I have to
                    say on the deal.

Steve:              Thank you.

Operator:           Your next question comes from Roger Fitzpatrick of Berthal
                    Fishel [PHONETIC] and Company

Roger:              My question is for Mr. Steve  Saferin.  What will be
                    your position with the new combined  operations and will you
                    be brining investor awareness with you to keep the financial
                    community up to date on the upcoming  events of the combined
                    operations?

Steve:              Well, I will be the president and CEO of MDI,  which
                    will  operate as a wholly  owned  subsidiary  of  Scientific
                    Games and we haven't made any  decision yet on - I mean,  we
                    will no  longer  be a public  company  so there - we  really
                    won't have any need to have any sort of  investor  relations
                    work going on. I mean,  Sci Games  will be doing  theirs and
                    will encompass all the new shareholders. We may do something
                    on  the  public  relations  standpoint  with  investor  - we
                    haven't made that decision yet.

Roger:              Well,  there some  brokers  like myself that know of
                    Scientific Games, but not as close to them as we are to your
                    company.  We've  been - have  good  relationships  with Tony
                    Shore and he's been able to bring us some real good  updates
                    on this and it'd be nice to be able to get the same  kind of
                    updates from a new company.

Steve:              Well, I'm sure they will do their best to make sure that you
                    get them.

Roger:              Thank you, sir.

Steve:              Thank you very much.

Operator:           Okay. And I would like to remind  everyone if you
                    would like to ask a question  [INAUDIBLE]  on your telephone
                    keypad.  You do have a  follow-up  question  from Mr.  Brian
                    Frickman of Wells Fargo Securities.

Brian:              Yeah.  I just wanted to state,  Steve,  that for the
                    record,  you know, I will be voting against this unfortunate
                    deal because I think there is more shareholder value. I just
                    don't  think it was fully  flushed out in terms of when this
                    acquisition made in the shareholder's best interest.

Steve:              Okay.

Brian:              Thanks.

Steve:              Thank you.

Operator:           Your next question comes from Mr. Carter Dunlap of
                    Dunlap Equity Management.

Carter:             A  housekeeping  question.  I  heard  the  60 to 90
                    anticipated  close  with a  emphasis  on 90, but what do you
                    think of the timing for the production of the proxy?

Lorne:              I don't really know at this point.  You know, I just don't
                    know.  I can't comment.

Carter:             Okay.

Operator:           At this time, there are no further questions.

                                       10


Lorne:              Okay. Well, let me just say again one more time that
                    we in  Scientific  Games are,  you know,  very  enthusiastic
                    about this.  We're certainly as enthusiastic  and optimistic
                    as we've ever been  concerning  the outlook  for  Scientific
                    Games  itself.  The addition of MDI to it makes it, I think,
                    that much more of a special opportunity.

                    As Steve  said,  I hope that each of you who is  considering
                    not  supporting  this merger  will give it fair  thought and
                    fair analysis and give yourself an opportunity to understand
                    what we're  trying to do.  Because I think when  you've done
                    that and when you've had a chance to study the material that
                    Steve will be sending out shortly I think you'll come to the
                    conclusion  that this makes for a terrific  company and that
                    it's worth supporting.

                    And with that,  again,  let me thank you all for calling in.
                    It was a terrific turn out  considering  the  awkwardness of
                    the hour and I look  forward in future  investor  conference
                    calls to  having  at least  51% of you who are on this  call
                    participating in the future calls.  Thank you and we'll talk
                    to you soon.

Operator:           Thank you for participating in today's conference call.  You
                    may now disconnect.

[END OF RECORDING]

Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the proposed merger when it becomes available,
because it will contain important information. Such joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by Scientific Games and MDI. Investors and security holders may obtain a free
copy of the joint proxy statement/prospectus (when available) and other
documents filed by Scientific Games and MDI at the Securities and Exchange
Commission's web site at www.sec.gov. The joint proxy statement/prospectus and
such other documents may also be obtained from Scientific Games by directing
such request to Scientific Games, 750 Lexington Avenue, New York, NY 10022,
Attn: Investor Relations, tel: 212-754-2233. The joint proxy
statement/prospectus and such other documents may also be obtained from MDI by
directing such request to MDI Entertainment, Inc., 201 Ann Street, 5th Fl.,
Hartford, CT 06103, Attn: Investor Relations; tel: 860-527-5359.

MDI and its executive officers and directors may be deemed to be participants in
the solicitation of proxies from stockholders of MDI with respect to the
transactions contemplated by the Letter of Intent. Information regarding such
officers and directors is included in MDI's Proxy Statement for its 2001 Annual
Meeting of Stockholders filed with the Securities and Exchange Commission on May
1, 2001. This document is available free of charge at the Securities and
Exchange Commission's web site at http//www.sec.gov and from MDI and Scientific
Games.

SAFE HARBOR
This communication includes statements that constitute forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. This information involves risks and uncertainties
that could cause actual results to differ materially from the forward-looking
statements. For certain information regarding these risks and uncertainties,
reference is made to Scientific Games' Annual Report on Form 10-K for the fiscal
year ended October 31, 2000, the Transition Period Report on Form 10-Q for the
period from November 1, 2000 through December 31, 2000 and the Quarterly Report
on Form 10-Q for the third quarter ended September 30, 2001, and to MDI
Entertainment's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2000 and the Quarterly Report on Form 10-QSB for the third quarter ended
September 30, 2001.


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