
<PAGE>
 
                                                                    EXHIBIT 10.4
                                                                    ------------

                               CONSENT AGREEMENT
                               -----------------
                                       
        CONSENT AGREEMENT (this "Agreement"), dated as of September 11, 1995, 
among AUTOTOTE CORPORATION ("Holdings"), AUTOTOTE SYSTEMS, INC. (the 
"Borrower"), the lenders party to the Credit Agreement referred to below (the 
"Banks"), and BANKERS TRUST COMPANY, as Agent (the "Agent"). All capitalized 
terms used herein and not otherwise defined herein shall have the respective 
meanings provided such terms in the Credit Agreement referred to below.

                                  WITNESSETH:
                                  ----------

        WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to 
a Credit Agreement, dated as of October 31, 1991, and amended and restated as of
October 30, 1992, and amended and restated as of June 4, 1993, and further 
amended and restated as of April 28, 1994 (as further amended, modified or 
supplemented through the date hereof, the "Credit Agreement");

        WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to 
a Consent Agreement and Sixth Amendment, dated as of August 30, 1995 (the "Sixth
Amendment"), to the Credit Agreement;

        WHEREAS, Holdings and the Borrower have requested that the Banks 
approve the form of documentation for up to $10,000,000 of Permitted Additional 
Subordinated Debt pursuant to Section I(1) of the Sixth Amendment as herein 
provided; and

        WHEREAS, subject to and on the terms and conditions set forth herein, 
the Banks are willing to grant such approval;


        NOW THEREFORE, it is agreed:

        1. Pursuant to Section I(1) of the Sixth Amendment, the Banks hereby 
agree that the documentation submitted to them with this Agreement for the 
issuance by Holdings of up to $10,000,000 of Permitted Additional Subordinated 
Debt is in form and substance satisfactory to them.

        2. This Agreement may be executed in any number of counterparts and by 
the different parties hereto on separate counterparts, each of which 
counterparts when

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executed and delivered shall be an original, but all of which shall together 
constitute one and the same instrument.  A complete set of counterparts of this 
Agreement shall be lodged with Holdings, the Borrower and the Agent.

        3. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES 
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE 
STATE OF NEW YORK.

        4. This Agreement shall become effective on the date (the "Agreement 
Effective Date") when each of Holdings, the Borrower and the Required Banks 
shall have signed a counterpart hereof (whether the same or different 
counterparts) and shall have delivered (including by way of facsimile 
transmission) the same to the Agent.

        5. This Agreement is limited as specified and shall not constitute a 
modification, acceptance or waiver of any provision of the Credit Agreement or 
the Security Agreement.

                                     * * *


                                      -2-
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        IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart 
of this Agreement to be duly executed and delivered as of the date first above 
written.


                                        AUTOTOTE CORPORATION

                                        By /s/ Martin E. Schloss
                                          -------------------------------
                                          Title: Vice President

                                                
                                        AUTOTOTE SYSTEMS, INC.

                                        By /s/ Martin E. Schloss
                                          -------------------------------
                                          Title: Vice President

                                                
                                        BANKERS TRUST COMPANY,
                                        Individually and as Agent

                                        By /s/ Christopher Kinslow
                                          -------------------------------
                                          Title: Vice President

                                                
                                        BANK OF IRELAND,
                                        GRAND CAYMAN BRANCH

                                        By /s/ David Aylward
                                          -------------------------------
                                          Title: Vice President

                                                
                                        BANK POLSKA KASA OPIEKI, S.A.

                                        By /s/ William A. Shea
                                          -------------------------------
                                          Title: Vice President
                                                 Senior Lending Officer


                                      -3-
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                                        BHF-BANK AG

                                        By /s/ Evon Contos
                                          -------------------------------
                                          Title: Vice President

                                                
                                        By /s/ Paul Travers
                                          -------------------------------
                                          Title: Vice President
                                                

                                        CREDITANSTALT CORPORATE
                                        FINANCE, INC.

                                        By
                                          -------------------------------
                                          Title:
                                                

                                        By
                                          -------------------------------
                                          Title:

                                                
                                        DELAWARE TRUST COMPANY

                                        By /s/ James H. Noon
                                          -------------------------------
                                          Title: Vice President

                                                
                                        EUROPEAN AMERICAN BANK

                                        By
                                          -------------------------------
                                          Title:


                                      -4-
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                                        FLEET BANK OF MASSACHUSETTS, N.A.

                                        By /s/ Michael Palmer
                                          -------------------------------
                                          Title: Vice President

                                                
                                        GIROCREDIT BANK AG DER SPARKASSEN,
                                        GRAND CAYMAN ISLAND BRANCH

                                        By /s/ Richard R. Stone
                                          -------------------------------
                                          Title: First Vice President


                                        By /s/ John Redding
                                          -------------------------------
                                          Title: Vice President



                                      -5-
