WELLS GARDNER ELECTRONICS CORP
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

                                                                 EXHIBIT 10.3

                             AMENDED AND RESTATED
              LONDON INTERBANK OFFERED RATE BORROWING AGREEMENT


      THIS AMENDED  AND  RESTATED  LONDON INTERBANK  OFFERED  RATE  ("LIBOR")
 BORROWING AGREEMENT (the "LIBOR Agreement") is  made and entered into as  of
 the 1st day  of September, 2000  by and between  AMERICAN NATIONAL BANK  AND
 TRUST COMPANY OF CHICAGO ("Bank"), a  national banking association with  its
 principal place of business at 120 South LaSalle Street, 2nd Floor, Chicago,
 Illinois 60603, and WELLS-GARDNER ELECTRONICS CORPORATION ("Borrower").

      A.   Borrower requested,  and Bank  agreed, that  Bank extend  interest
           rate options based on LIBOR; and

      B.   Borrower executed  in favor  of  Bank, on  June  5, 1998,  a  Loan
           Agreement (the "Prior  Loan Agreement"), a  Revolving Note in  the
           amount  of  $8,000,000  (the  "Prior  Revolving  Note"),  and   an
           Installment Note  in the  amount of  $3,350,000 (the  "Installment
           Note") which reflect the LIBOR option; and

      C.   Borrower has  requested,  and  Bank has  agreed,  that  Bank  make
           available to Borrower an increased revolving line of credit of  up
           to $12,000,000 and that Bank reduce  the LIBOR Margin (as  defined
           below) with respect to said revolving line of credit as set  forth
           herein; and

      D.   Borrower has executed in favor of  Bank, as of September 1,  2000,
           an Amended and Restated Loan Agreement (the "Loan Agreement"), and
           a Revolving  Note in  the amount  of $12,000,000  (the  "Revolving
           Note," and together with  the Installment Note, collectively,  the
           "Notes"), which reflect the LIBOR option; and

      E.   This LIBOR Agreement shall amend  and restate that certain  London
           Interbank Offered Rate  Borrowing Agreement  between Borrower  and
           Bank (the "Prior LIBOR Agreement")  and the Prior LIBOR  Agreement
           shall no longer be in force or effect as of the date hereof.

      NOW, THEREFORE, in  consideration of  the foregoing  Recitals, each  of
 which is an  integral part hereof,  any loan, advance,  extension of  credit
 and/or other financial accommodation at any time made by Bank to or for  the
 benefit of  Borrower, and  of the  promises set  forth herein,  the  parties
 hereto agree as follows:

                          1.  DEFINITIONS AND TERMS

      1.1  The following words, terms and/or phrases shall have the  meanings
 set forth thereafter and such meanings  shall be applicable to the  singular
 and plural form thereof;  whenever the context so  requires, and the use  of
 "it" in  reference to  Borrower shall  mean Borrower  as identified  at  the
 beginning of this Agreement:

           (a)  Amortization Date:   the dates  specified in  the Notes  when
                principal payments are due.

           (b)  Borrowing:   any portion  of Borrower's  liabilities  bearing
                interest at LIBOR.
<PAGE>

           (c)  Business Day:   any day  on which  Bank is  open for  regular
                business.

           (d)  Event of Default:   the definition ascribed  to this term  in
                the Loan Agreement and the Notes.

           (e)  Interest Period:  the period commencing  on the date a  LIBOR
                Loan is made and ending, as  the Borrower may select, 7,  30,
                60, 90, 120  or 180  days thereafter,  or 12  months for  the
                Installment Note.

           (f)  LIBOR Loans:  any principal portion of Borrower's liabilities
                bearing interest at LIBOR.

           (g)  LIBOR Margin:  1.60% on the  Revolving Note and 2.25% on  the
                Installment Note.

           (h)  Maturity Date:  the dates specified  in the Notes upon  which
                the Borrower's liabilities are due and payable in full.

      1.2  Any terms or  phrases not specifically  defined in this  Agreement
 shall have meanings ascribed to them in the Notes.

                         2.  MANNER OF LIBOR ELECTION

      2.1  Borrower may elect  to cause  all or  a portion  of the  principal
 outstanding on the Notes to bear interest at a daily rate equal to the daily
 rate equivalent of 1.60% in excess of LIBOR on the Revolving Note and  2.25%
 in excess  of  LIBOR on  the  Installment  Note, subject  to  the  following
 conditions:

      (a)  Not more than five (5) nor  less than two (2) Business Days  prior
           to the  requested  date of  any  LIBOR Borrowing,  Borrower  shall
           deliver to  Bank  an  irrevocable  written  or  telephonic  notice
           setting forth  the requested  date and  amount of  such  Borrowing
           (which amount shall not be less than $100,000.00 and, if in excess
           of $100,000.00, shall be in  integral multiples of $1,000.00)  and
           the requested Interest Period of such Borrowing;

      (b)  The LIBOR used in computing the  interest rate applicable to  such
           Borrowing shall be  the LIBOR  as quoted  by Bank  to Borrower  as
           being in effect  for the  date of  such Borrowing  plus the  LIBOR
           Margin, computed on the  basis of a 360-day  year and actual  days
           elapsed, and  shall be  fixed for  the  requested period  of  such
           Borrowing;

      (c)  Such Borrowing may not be prepaid  prior to the expiration of  the
           requested Interest Period of such Borrowing and shall be repaid in
           full or  reborrowed on  the last  day  of the  requested  Interest
           Period of such Borrowing;

      (d)  With respect to  any Borrowing of  LIBOR Loans,  Borrower may  not
           select an  Interest  Period  that extends  beyond  the  respective
           Maturity Dates of the Notes; and
<PAGE>

      (e)  With respect to  any Borrowing of  LIBOR Loans under  each of  the
           Notes, Borrower may  not select  an Interest  Period that  extends
           beyond any Amortization Date unless,  after giving effect to  such
           requested Borrowing, the aggregate unpaid principal amount of such
           Loans having Maturity Dates after such Amortization Date does  not
           exceed the aggregate principal amount of the Note scheduled to  be
           outstanding after such Amortization Date.

      2.2  In the event  Borrower fails to  give notice  pursuant to  Section
 2.1(a) above of  the re-borrowing of  the principal amount  of any  maturing
 LIBOR Borrowing and has not notified  the Bank by 10:00 a.m. (Chicago  time)
 on the day such Borrowing matures  that it intends to renew such  Borrowing,
 then Borrower shall  be deemed  to have requested  a borrowing  of loans  at
 Prime Rate (as defined in the Loan Agreement)  on such day in the amount  of
 the maturing Borrowing.

                            3.  GENERAL PROVISIONS

      3.1  Funding Indemnity.  In the event  Bank shall incur any loss,  cost
 or expense (including, without limitation, any loss of profit, and any loss,
 cost or expense incurred  by reason of the  liquidation or re-employment  of
 deposits or other funds acquired by such Bank to fund or maintain any  LIBOR
 Loan or the re-lending  or reinvesting of such  deposits or amounts paid  or
 prepaid to such Bank) as a result of:

      (a)  any payment or prepayment of a LIBOR Loan on a date other than the
           last day of its Interest Period,

      (b)  any failure  by  Borrower to  borrow  a  LIBOR Loan  on  the  date
           specified in a notice given pursuant to Section 2.1 hereof,

      (c)  any failure by Borrower  to make any payment  of principal on  any
           LIBOR Loan when due (whether by acceleration or otherwise), or

      (d)  any acceleration of the  maturity of a LIBOR  Loan as a result  of
           the occurrence of any Event of Default,

 then, upon the demand  of Bank, Borrower  shall pay to  Bank such amount  as
 will reimburse Bank for such loss,  cost or expense.   If Bank makes such  a
 claim for compensation, it shall provide to Borrower a certificate  executed
 by an officer of Bank setting forth the amount of such loss, cost or expense
 in reasonable  detail  (including  an  explanation  of  the  basis  for  the
 computation of such  loss, cost or  expense) and the  amounts shown on  such
 certificate if reasonably calculated shall be conclusive.

      3.2  Availability of LIBOR Loans.  If Bank determines that  maintenance
 of its  Loans  would  violate  any  applicable  law,  rule,  regulation,  or
 directive, whether or  not having the  force of law,  or if Bank  determines
 that deposits of a type and  maturity appropriate to match fund LIBOR  Loans
 are not available  to it then  Bank shall forthwith  give notice thereof  to
 Borrower, whereupon,  until Bank  notifies Borrower  that the  circumstances
 giving rise to such suspension no longer exist, the obligations of the  Bank
 to make LIBOR Loans shall be suspended.
<PAGE>

      IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
 and year specified at the beginning hereof.


 WELLS-GARDNER ELECTRONICS CORPORATION

 By:
      --------------------------------

 Its:
      --------------------------------



 Accepted this __ day of  September, 2000, in the  City of Chicago, State  of
 Illinois.


 AMERICAN NATIONAL BANK AND
 TRUST COMPANY OF CHICAGO


 By:
      --------------------------------

 Its:
      --------------------------------


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