WELLS GARDNER ELECTRONICS CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                                 EXHIBIT 10.1

                             AMENDED AND RESTATED
                                LOAN AGREEMENT

      THIS AMENDED AND RESTATED LOAN AGREEMENT (the "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, Chicago, Illinois 60603, and WELLS-GARDNER ELECTRONICS  CORPORATION,
 ("Borrower"), an Illinois corporation with  its principal place of  business
 at 2701 North Kildare Avenue, Chicago, Illinois 60639.

                                  RECITALS:

      Borrower and Bank are parties  to that certain Loan Agreement dated  as
 of June  5,  1998  (the  "Prior Agreement")  pursuant  to  which  Bank  made
 available to Borrower an $8,000,000.00 revolving line of credit (the  "Prior
 Credit Line") and a $3,350,000 term loan (the "Term Loan").

      Borrower  has  requested  that  Bank  make  available  to  Borrower  an
 increased revolving  line  of  credit (as  more  fully  defined  below,  the
 "Revolving Credit") of up to $12,000,000.00.

      Pursuant to  the  Prior Agreement  and  this Agreement,  at  Borrower's
 request, Bank heretofore, now  and from time to  time hereafter may loan  or
 advance monies, extend credit and/or extend other financial  accommodations,
 to or for the benefit of Borrower.

      Subject to the  foregoing, Borrower  and Bank deem  it to  be in  their
 best interests to, and this Agreement  does, amend, restate and replace  the
 Prior Agreement in accordance with the provisions hereof.

      NOW THEREFORE,  in consideration  of the  foregoing Recitals,  each  of
 which is an  integral part hereof,  and the terms  and conditions set  forth
 herein and of any loans or extensions of credit heretofore, now or hereafter
 made to or for the benefit of Borrower by Bank, and other good and  valuable
 consideration, the receipt and adequacy of which is hereby acknowledged, the
 parties hereto agree as follows:

                          1.  DEFINITIONS AND TERMS

      1.1  When used herein, the words, terms and/or phrases set forth  below
 shall have the following meanings:

      A.   Borrower's  Liabilities:    all  obligations  and  liabilities  of
           Borrower  to  Bank  (including,  without  limitation,  all  debts,
           claims, indebtedness and attorneys' fees and expenses as  provided
           for in Paragraph 7.10  below) whether primary, secondary,  direct,
           contingent, fixed or otherwise, including Rate Hedging Obligations
           (as defined in subparagraph H herein), heretofore, now and/or from
           time to time hereafter owing,  due or payable, however  evidenced,
           created, incurred, acquired or owing and however arising,  whether
           under  this  Agreement  or  the  "Other  Agreements"  (hereinafter
           defined) or by operation of law or otherwise.
<PAGE>

      B.   Indebtedness:   (i) indebtedness  for borrowed  money or  for  the
           deferred purchase price of property or services; (ii)  obligations
           as lessee under  leases which  shall have  been or  should be,  in
           accordance with generally accepted accounting principles, recorded
           as capital  leases; (iii)  obligations  under direct  or  indirect
           guaranties  in  respect   of,  and   obligations  (contingent   or
           otherwise) to  purchase  or  otherwise acquire,  or  otherwise  to
           assure a  creditor against  loss in  respect of,  indebtedness  or
           obligations of others of the kinds  referred to in clauses (i)  or
           (ii) above; and (iv) liabilities  with respect to unfunded  vested
           benefits  under  plans  covered  by  Title  IV  of  the   Employee
           Retirement Income Security Act of 1974, as amended ("ERISA"),  and
           in effect from time to time.

      C.   LIBOR:  the London  Interbank Offered Rate, at  any time and  from
           time to time.

      D.   LIBOR Agreement:    the  Amended  and  Restated  London  Interbank
           Offered Rate Borrowing Agreement dated as of September 1, 2000, by
           and between Bank and Borrower.

      E.   Other Agreements:    all agreements,  instruments  and  documents,
           including, without  limitation,  guaranties, mortgages,  deeds  of
           trust, notes, pledges, powers of attorney, consents,  assignments,
           contracts, notices,  security  agreements,  leases,  subordination
           agreements, financing  statements  and all  other  written  matter
           heretofore, now and/or  from time  to time  hereafter executed  by
           and/or on behalf of Borrower and delivered to Bank.

      F.   Persons:  any individual, sole proprietorship, partnership,  joint
           venture,   trust,   unincorporated   organization,    association,
           corporation, limited liability company, institution, entity, party
           or government  (whether national,  federal, state,  county,  city,
           municipal  or  otherwise,   including,  without  limitation,   any
           instrumentality, division, agency, body or department thereof).

      G.   Prime Rate:  the  rate, at any  time and from  time to time,  most
           recently published  or announced  by Bank  as its  prime rate,  it
           being understood that such rate may  not be Bank's lowest rate  or
           most favorable rate of interest at any one time.

      H.   Rate  Hedging  Obligations:    any  and  all  obligations  of  the
           Borrower,  whether  absolute  or  contingent,  and  howsoever  and
           whensoever created, arising, evidenced or acquired (including  all
           renewals, extensions and  modifications thereof and  substitutions
           therefor), under (i)  any and all  agreements designed to  protect
           the Borrower  from the  fluctuations of  interest rates,  exchange
           rates  or  forward  rates  applicable  to  such  party's   assets,
           liabilities or exchange transactions,  including, but not  limited
           to: interest rate  swap agreements,  dollar-denominated or  cross-
           currency  interest  rate  exchange  agreements,  forward  currency
           exchange  agreements,   interest  rate   cap,  floor   or   collar
           agreements,  forward  rate   currency  agreements  or   agreements
           relating to interest rate options, puts and warrants, and (ii) any
           and  all  agreements   relating  to   cancellations,  buy   backs,
           reversals, terminations or assignments of any of the foregoing.
<PAGE>

      1.2  Except as  otherwise  defined  in  this  Agreement  or  the  Other
 Agreements, all words, terms and/or phrases used herein and therein shall be
 defined by  the applicable  definition therefor  (if  any) in  the  Illinois
 Uniform Commercial Code.

                                  2.  LOANS

      2.1  Subject to all of the terms and conditions hereinafter  contained,
 Bank agrees to make  available to Borrower a  revolving line of credit  (the
 "Revolving Credit") with  a maximum aggregate  principal amount  at any  one
 time outstanding of  $12,000,000.00.  Advances  under the Revolving  Credit,
 including without limitation,  prior advances  made under  the Prior  Credit
 Line, shall be made against and evidenced by a revolving note of Borrower of
 even date herewith (the "Revolving Note") and all such advances shall mature
 as therein provided.   All advances  under the Revolving  Credit shall  bear
 interest (computed for the actual number of  days elapsed on the basis of  a
 360-day year)  until maturity  (whether by  lapse of  time, acceleration  or
 otherwise) at the Prime Rate from time  to time in effect or, at  Borrower's
 option exercised in accordance with the LIBOR Agreement, the rate determined
 by adding 1.60% to LIBOR determined in accordance with the LIBOR  Agreement.
 Interest on advances  under the  Revolving Credit  shall be  payable on  the
 first day of each month during  the term of the Revolving Credit  commencing
 October 1,  2000.   All outstanding  principal and  all accrued  and  unpaid
 interest on the Revolving Note, including without limitation all outstanding
 principal and all  accrued and  unpaid interest  on the  Prior Credit  Line,
 shall be due and payable on August 31, 2003.

      (A)  The Revolving Credit shall be subject to all of the terms  hereof,
      may be availed  of by  Borrower from  time to  time, may  be repaid  by
      Borrower and availed  of by Borrower  again.  All  loan requests  under
      the Revolving Credit  shall be  in multiples  of $5,000.00  and in  the
      minimum amount  of $5,000.00.    Any change  in  the interest  rate  on
      advances under  the Revolving  Credit resulting  from a  change in  the
      Prime Rate shall be and become effective as  of and on the date of  the
      relevant change in the Prime Rate.

      (B)  The amount  and date  of each  advance  made under  the  Revolving
      Credit and  the  amount and  date  of  each payment  of  principal  and
      interest thereon shall  be recorded by  Bank on its  books and  records
      and the amount of principal and interest shown on the Bank's books  and
      records as  owing on  the Revolving  Note from  time to  time shall  be
      prima facie evidence of the amount so owing.  The failure to so  record
      any amount  or any  error in  so recording  any such  amount,  however,
      shall not limit  or otherwise affect  Borrower's obligations  hereunder
      or under  the Revolving  Note  to repay  the  principal amount  of  the
      Revolving Credit together with all accrued interest thereon.

      (C)  Borrower shall give  Bank irrevocable telephonic  notice prior  to
      1:00 p.m. (Chicago time)  on the date it  requests that any advance  be
      made to it under the Revolving Credit.  Each notice shall be  effective
      upon receipt by  Bank and  shall specify the  amount and  date of  such
      advance.   The proceeds  of  each advance  under the  Revolving  Credit
      shall be made available  to Borrower at the  principal office of  Bank.
      Borrower does hereby irrevocably confirm,  ratify and approve all  such
      advances by  Bank  and  does  hereby  indemnify  Bank  against  losses,
      liabilities and expenses  (including court costs  and attorneys'  fees)
      and shall hold Bank harmless with respect thereto.
<PAGE>

      2.2  Subject to all of the terms and conditions contained in the  Prior
 Agreement,  as  amended  and  restated  hereby,  Bank  loaned  to   Borrower
 $3,350,000 (the "Term Loan")  evidenced by an  installment note of  Borrower
 dated  June  5,  1998  (the  "Installment  Note").    Principal  under   the
 Installment Note shall bear interest (computed for the actual number of days
 elapsed on the basis of a 360-day year) until maturity (whether by lapse  of
 time, acceleration or  otherwise) at  the Prime Rate  from time  to time  in
 effect or,  at Borrower's  option exercised  in  accordance with  the  LIBOR
 Agreement, the rate determined  by adding 2.25% to  LIBOR from time to  time
 determined in accordance with the LIBOR  Agreement.  Interest shall be  paid
 on the first day  of each month commencing  on July 1,  1998.  Interest  and
 $55,833 in  principal shall  be paid  on the  first day  of each  month,  in
 accordance with a five  year amortization, commencing  on February 1,  1999.
 All outstanding  principal  and  all accrued  and  unpaid  interest  on  the
 Installment Note shall be due and payable May  31, 2003.  Any change in  the
 interest rate under  the Installment  Note resulting  from a  change in  the
 Prime Rate  shall be  and become  effective as  of and  on the  date of  the
 relevant change in the Prime Rate.

      2.3  Loans made by Bank to Borrower pursuant to this Agreement shall be
 evidenced by notes or other instruments issued or made by Borrower to  Bank.
 Except as otherwise provided in this Agreement or in any notes executed  and
 delivered by Borrower to Bank in connection herewith, the principal  portion
 of Borrower's  Liabilities shall  be  payable by  Borrower  to Bank  on  the
 maturity date(s) described in any such  note(s) (as the same may be  amended
 or renewed).  Borrower may prepay any loan before its maturity date  without
 penalty, except for prepayment of any LIBOR Loan, which shall not be prepaid
 on a date other than the last day of  its Interest Period.  All costs,  fees
 and expenses  payable  hereunder or  under  the Other  Agreements  shall  be
 payable by Borrower to  Bank on demand, in  either case at Bank's  principal
 place of business or such  other place as Bank  shall specify in writing  to
 Borrower.

      2.4  Each loan made by Bank to  Borrower pursuant to this Agreement  or
 the  Other   Agreements  shall   constitute   an  automatic   warranty   and
 representation by Borrower to Bank that there does not then exist an  "Event
 of Default" (as hereinafter  defined) or any event  or condition which  with
 notice, lapse of  time and/or the  making of such  loan would constitute  an
 Event of Default.

                              3.  COMMITMENT FEE

      [INTENTIONALLY OMITTED.]
<PAGE>

                             4.  NEGATIVE PLEDGE

      4.1  Borrower shall not, and shall  not permit any of its  subsidiaries
 to create,  incur, permit,  or suffer  to exist  any lien  upon any  of  its
 property or  assets,  now  owned  or  hereafter  acquired,  except  for  the
 following permitted liens: (a) pledges or deposits made to secure payment of
 worker's compensation insurance; (b)  liens imposed by mandatory  provisions
 of law, such as for materials, mechanics, warehouses and other liens arising
 in the ordinary  course of business;  (c) liens for  taxes, assessments  and
 governmental charges of levies imposed upon the Borrower's income or profits
 or property, if  the same are  not yet due  and payable or  if the same  are
 being contested in good  faith and as to  which adequate cash reserves  have
 been provided; (d) liens  arising out of good  faith deposits in  connection
 with tenders, leases, real  estate bids or  contracts (other than  contracts
 involving the borrowing  of money), pledges,  or deposits to  secure (or  in
 lieu of) surety, stay,  appeal or customs bonds  and deposits to secure  the
 payment of taxes, assessments,  customs duties or  similar charges; and  (e)
 encumbrances  consisting  of  zoning   restrictions,  easements,  or   other
 restrictions on the use  of real property, provided  that such items do  not
 impair the use of such property for the purposes intended, and none of which
 is violated by existing or proposed structures or land use.

                5.  WARRANTIES, REPRESENTATIONS AND COVENANTS

      5.1  Borrower warrants and represents to and covenants with Bank  that:
 (a) Borrower has the  right, power and capacity  and is duly authorized  and
 empowered to enter into, execute, deliver and perform this Agreement and the
 Other Agreements; (b) the execution, delivery and/or performance by Borrower
 of this Agreement and the Other Agreements shall not, by the lapse of  time,
 the giving of notice or otherwise, constitute a violation of any  applicable
 law or  a  breach of  any  provision  contained in  Borrower's  Articles  of
 Incorporation, By-Laws or similar document,  or contained in any  agreement,
 instrument or document to which Borrower is  now or hereafter a party or  by
 which it is or may be bound; (c) Borrower is now, and at all times hereafter
 shall be, solvent and generally paying its debts as they mature and Borrower
 now owns and  shall at all  times hereafter own  property which,  at a  fair
 valuation, is greater than  the sum of  its debts; (d)  Borrower is not  and
 will not be, during the term hereof, in violation of any applicable federal,
 state or  local  statute,  regulation  or  ordinance  that  in  any  respect
 materially and adversely affects its business, property, assets,  operations
 or condition, financial or  otherwise; (e) Borrower is  not in default  with
 respect to any indenture,  loan agreement, mortgage,  deed or other  similar
 agreement relating to the borrowing of monies to  which it is a party or  by
 which it  is bound;  and (f)  since December  31, 1999,  there has  been  no
 material adverse change in the financial condition of Borrower and no change
 to the information reported in  Part I, Item 3  of Borrower's Form 10-K  for
 December 31, 1999, year end.
<PAGE>

      5.2  Borrower warrants and represents to  and covenants with Bank  that
 Borrower shall not, without Bank's prior written consent thereto: (a)  enter
 into any transaction not in the ordinary course of business which materially
 and adversely affects Borrower's ability to repay Borrower's Liabilities  or
 any other  obligations  and  liabilities of  Borrower;  (b)  other  than  as
 specifically permitted in  or contemplated by  this Agreement  or the  Other
 Agreements, encumber, pledge, mortgage, sell, lease or otherwise dispose  of
 or transfer, whether by sale,  loan, distribution, merger, consolidation  or
 otherwise, any of Borrower's  assets; or (c)  incur Indebtedness except  for
 (i) renewals or  extensions of existing  Indebtedness and interest  thereon,
 (ii) Indebtedness that is  unsecured, in an amount  approved by Bank and  to
 Persons who execute and deliver to Bank, in form and substance acceptable to
 Bank and its  counsel, subordination agreements  subordinating their  claims
 against Borrower  therefor to  the payment  of Borrower's  Liabilities,  and
 (iii) leases of new personal property which  are for less than one year,  or
 which are  for more  than one  year provided  that all  such leases  do  not
 exceed, in  the  aggregate, $500,000.00  in  outstanding total  payments  to
 maturity.

      5.3  Borrower warrants and represents to  and covenants with Bank  that
 Borrower shall furnish to Bank: (a) as soon as available but not later  than
 ninety (90) days after the close of each fiscal year of Borrower,  financial
 statements, which  shall include,  but not  be limited  to, balance  sheets,
 income statements  and  statements of  cash  flow of  Borrower  prepared  in
 accordance  with  generally  accepted  accounting  principles,  consistently
 applied, audited  by  a firm  of  independent certified  public  accountants
 selected by Borrower and  acceptable to Bank; (b)  as soon as available  but
 not later than forty-five (45) days  after the end of each quarterly  fiscal
 period of Borrower, financial statements of Borrower, certified by  Borrower
 to be prepared in accordance with generally accepted accounting  principles,
 consistently applied,  and  to fairly  present  the financial  position  and
 results of operations of Borrower for such period (the "Quarterly  Financial
 Statements"); (c) copies on the date of filing of all reports by Borrower to
 the Securities and  Exchange Commission, including  without limitation,  all
 forms 8-K, 10-Q, 10-K, proxy statements and registration statements, and (d)
 such other data and information (financial and otherwise) as Bank, from time
 to time, may reasonably request.

      5.4  Borrower warrants and represents to  and covenants with Bank  that
 Borrower shall at all times maintain a "Tangible Net Worth" (as  hereinafter
 defined) in excess of  $8,000,000 plus 50% of  "Net Income" (as  hereinafter
 defined) earned  during each  year after  1998.   As used  herein, the  term
 "Tangible Net Worth"  shall mean the  book value of  the tangible assets  of
 Borrower as  determined in  accordance  with generally  accepted  accounting
 principles, consistently applied, after subtracting therefrom the  aggregate
 book value of  any intangible  assets of  Borrower included  on its  balance
 sheet, including  without limitation,  prepaid  expenses, goodwill  and  any
 other assets reasonably deemed  intangible by Bank,  minus the aggregate  of
 all contingent  and non-contingent  liabilities  of Borrower  determined  in
 accordance  with  generally  accepted  accounting  principles,  consistently
 applied.  As used herein, the term "Net Income" shall mean the income  after
 taxes of Borrower as reported each year in its audited financial statements.
<PAGE>

      5.5  Borrower warrants and represents to  and covenants with Bank  that
 Borrower shall at  all times maintain  a ratio of  the total liabilities  of
 Borrower to Tangible Net Worth below 2.5 to 1, and a ratio of current assets
 of Borrower to current liabilities (including without limitation the balance
 outstanding at any  such  time  under the Credit Line) of Borrower above 1.3
 to 1.

      5.6  Borrower warrants and represents to  and covenants with Bank  that
 Borrower  shall  maintain  the  respective  ratios  of  "Funded  Debt"   (as
 hereinafter defined) to "EBITDA" (as  hereinafter defined) set forth  below,
 measured as of the end of each calendar quarter as set forth below:


                        Calendar Quarters                 Funded Debt/EBITDA
         -----------------------------------------------  ------------------

         Calendar Quarter ending on September 30, 2000        7.5 to 1.0

         Calendar Quarters ending on December 31, 2000        5.0 to 1.0
           and March 31, 2001

         Calendar Quarters ending on June 30, 2001 and        4.5 to 1.0
           September 30, 2001

         All Calendar Quarters ending on and after            4.0 to 1.0
           December 31, 2001


      As  used  herein,  the  term   "Funded  Debt"  shall  mean  the   total
 outstanding amount of  all bank debt  (including without  limitation all  of
 Borrower's Liabilities), capital leases and similar obligations of Borrower,
 and the term "EBITDA" shall mean Borrower's earnings before interest, taxes,
 depreciation and amortization for the twelve month period ended on the  date
 of determination, measured on a rolling four-quarter basis.

      5.7  Borrower  covenants  and  agrees  to  use  Bank  as  its   primary
 depository, investment and  disbursement point,  maintaining demand  deposit
 balances sufficient to cover the cost  of non-credit services in  accordance
 with Bank's  determination.   Borrower shall  not maintain  any  depository,
 investment or disbursement  accounts in  the United  States at  any bank  or
 financial institution other than Bank, except petty cash accounts located in
 cities other than Chicago  and located in  the same city  with an office  or
 facility operated by  Borrower.  Any  such petty cash  accounts at banks  in
 cities in which Bank or other subsidiaries of Bank's shareholder operates  a
 bank or branch shall be maintained at such bank or branch.

      5.8  Borrower warrants and represents to  and covenants with Bank  that
 the proceeds from the Revolving Credit shall be used for the working capital
 and general business needs of Borrower  and the proceeds from the Term  Loan
 was used for the acquisition of the coin door assets of Coin Controls, Inc.
<PAGE>

                                 6.  DEFAULT

      6.1  The  occurrence  of  any  one   of  the  following  events   shall
 constitute a  default  by  the Borrower  ("Event  of  Default")  under  this
 Agreement: (a) if Borrower fails to pay any scheduled principal or  interest
 payment or  fails, after  ten days'  written  notice, to  pay any  other  of
 Borrower's Liabilities  when due  and payable  or declared  due and  payable
 (whether by scheduled  maturity, required payment,  acceleration, demand  or
 otherwise); (b) if Borrower  fails or neglects to  perform, keep or  observe
 any  term,  provision,  condition,  covenant,  warranty  or   representation
 contained in this Agreement or any of the Other Agreements and such  failure
 continues for thirty (30)  days after notice  thereof, except default  under
 Sections 4 and 5 of this Agreement, which shall become Events of Default  if
 not cured within  ten (10)  days of  their occurrence,  without notice;  (c)
 occurrence of  a  default  or  Event  of Default  under  any  of  the  Other
 Agreements heretofore,  now or  at any  time hereafter  delivered by  or  on
 behalf of Borrower  to Bank;  (d) occurrence  of a  default or  an event  of
 default under any agreement,  instrument or document  heretofore, now or  at
 any time  hereafter  delivered  to  Bank  by  any  guarantor  of  Borrower's
 Liabilities or by any Person which  has granted to Bank a security  interest
 or lien in and to some or all of such Person's real or personal property  to
 secure the payment  of Borrower's Liabilities  after the  expiration of  any
 applicable cure  period  therein;  (e)  if  any  of  Borrower's  assets  are
 attached, seized, subjected to a writ, or are levied upon or become  subject
 to any  lien,  or come  within  the  possession of  any  receiver,  trustee,
 custodian or assignee for the benefit of creditors provided that in the case
 of any such condition existing as to assets which, in the aggregate, are not
 material in  value to  the Borrower's  business,  such condition  shall  not
 become an Event of Default unless such condition continues for thirty  days;
 (f) if a notice of lien, levy or assessment  is filed of record or given  to
 Borrower with respect  to all or  any of Borrower's  assets by any  federal,
 state,  local  department  or  agency  unless  Borrower  is  contesting  the
 liability for which such lien relates in good faith with adequate  reserves;
 (g) if Borrower or any guarantor of Borrower's Liabilities becomes insolvent
 or generally fails to pay or admits in writing its inability to pay debts as
 they become due, if a petition under Title  11 of the United States Code  or
 any similar law or regulation  is filed by or  against Borrower or any  such
 guarantor, if Borrower or  any such guarantor shall  make an assignment  for
 the benefit of creditors, if any case  or proceeding is filed by or  against
 Borrower or any  such guarantor for  its dissolution or  liquidation, or  if
 Borrower or  any  such guarantor  is  enjoined,  restrained or  in  any  way
 prevented by court  order from conducting  all or any  material part of  its
 business  affairs;  (h)  the  dissolution  of  Borrower,  or  the  death  or
 incompetency of any Guarantor of Borrower's Liabilities; (i) the revocation,
 termination, or  cancellation  of  any guaranty  of  Borrower's  Liabilities
 without written consent of Bank; (j)  if a contribution failure occurs  with
 respect to any pension plan maintained by Borrower or any corporation, trade
 or business that is, along with Borrower, a member of a controlled group  of
 corporations or controlled group  of trades or  businesses (as described  in
 Sections 414(b) and (c) of the Internal Revenue Code of 1986 or Section 4001
 of ERISA) sufficient to give rise to  a lien under Section 302(f) of  ERISA;
 (k) if Borrower or any guarantor of Borrower's Liabilities is in default  in
 the payment of  any obligations, indebtedness  or other  liabilities to  any
 third party and such default is declared  and is not cured within the  time,
 if any, specified therefor  in any agreement governing  the same; or (l)  if
 any material statement, report or certificate made or delivered by Borrower,
 any of Borrower's partners, officers, employees  or agents or any  guarantor
 of Borrower's Liabilities is not true and correct.
<PAGE>

      6.2  All of Bank's  rights and remedies  under this  Agreement and  the
 Other Agreements are cumulative and non-exclusive.

      6.3  Upon an  Event of  Default or  the occurrence  of any  one of  the
 events described in Paragraph  6.1, without notice by  Bank to or demand  by
 Bank of Borrower,  Bank shall  have no further  obligation to  and may  then
 forthwith cease advancing monies or extending  credit to or for the  benefit
 of Borrower under this Agreement and the Other Agreements.  Upon an Event of
 Default, without notice by Bank to  Borrower, all of Borrower's  Liabilities
 shall be immediately due and payable, forthwith.

                                 7.  GENERAL

      7.1  Borrower waives the  right to direct  the application  of any  and
 all payments at any time or times  hereafter received by Bank on account  of
 Borrower's Liabilities,  and  Borrower  agrees  that  Bank  shall  have  the
 continuing exclusive right to apply and  re-apply any and all such  payments
 in such manner as Bank may deem advisable, notwithstanding any entry by Bank
 upon any of its books and records.

      7.2  This Agreement and the Other Agreements shall be binding upon  and
 inure to the benefit of the  heirs, representatives, successors and  assigns
 of Borrower and Bank.

      7.3  Bank's failure to  require strict performance  by Borrower of  any
 provision of this Agreement shall not waive, affect or diminish any right of
 Bank thereafter to demand strict compliance and performance therewith.   Any
 suspension or waiver by Bank of an  Event of Default by Borrower under  this
 Agreement or the  Other Agreements shall  not suspend, waive  or affect  any
 other Event  of  Default by  Borrower  under  this Agreement  or  the  Other
 Agreements, whether the same is prior  or subsequent thereto and whether  of
 the same or  of a  different type.   None of  the undertakings,  agreements,
 warranties, covenants  and representations  of  Borrower contained  in  this
 Agreement or the Other Agreements and no Event of Default by Borrower  under
 this Agreement  or  the  Other  Agreements shall  be  deemed  to  have  been
 suspended or  waived by  Bank unless  such  suspension or  waiver is  by  an
 instrument in writing, signed by an officer of Bank and directed to Borrower
 specifying such suspension or waiver.

      7.4  If any provision of this Agreement or the Other Agreements or  the
 application thereof to any person, entity or circumstance is held invalid or
 unenforceable, the remainder of this Agreement and the Other Agreements  and
 the application of such  provision to other  Persons, or circumstances  will
 not be affected thereby and the  provisions of this Agreement and the  Other
 Agreements shall be severable in any such instance.

      7.5  Borrower hereby appoints Bank as Borrower's agent and attorney-in-
 fact for the purpose  of carrying out the  provisions of this Agreement  and
 taking any action and executing any agreement, instrument or document  which
 Bank may reasonably deem necessary or  advisable to accomplish the  purposes
 hereof, which appointment is irrevocable and  coupled with an interest.  All
 monies paid for the purposes herein,  and all costs, fees and expenses  paid
 or  incurred  in   connection  therewith,  shall   be  part  of   Borrower's
 Liabilities, payable by Borrower to Bank on demand.
<PAGE>

      7.6  Except  as otherwise  specifically  provided  in  this  Agreement,
 Borrower waives  any  and all  notice  or  demand which  Borrower  might  be
 entitled to receive by virtue of  any applicable statute or law, and  waives
 presentment, demand and protest and notice of presentment, protest, default,
 dishonor, non-payment, maturity, release, compromise, settlement,  extension
 or renewal of any and all  agreements, instruments or documents at any  time
 held by Bank on which Borrower may in any way be liable.

      7.7  Except as  otherwise  provided in  the  Other Agreements,  if  any
 provision contained in this Agreement is  in conflict with, or  inconsistent
 with any provision in the Other Agreements, the provision of this  Agreement
 shall control.

      7.8  The  terms  and  provisions  of  this  Agreement  and  the   Other
 Agreements shall  supersede  any prior  agreement  or understanding  of  the
 parties hereto, and contain the entire agreement of the parties hereto  with
 respect to  the  matters  covered  herein.  This  Agreement  and  the  Other
 Agreements may not be modified, altered,  or amended except by an  agreement
 in writing signed  by Borrower and  Bank. This Agreement  shall continue  in
 full force and  effect so  long as any  portion or  component of  Borrower's
 Liabilities  shall   be  outstanding.     All   of  Borrower's   warranties,
 representations, undertakings, and covenants contained in this Agreement  or
 the Other Agreements shall  survive the termination  or cancellation of  the
 same. Should a claim ("Recovery  Claim") be made upon  the Bank at any  time
 for recovery of  any amount received  by the Bank  in payment of  Borrower's
 Liabilities (whether received  from Borrower  or otherwise)  and should  the
 Bank repay all or part of said amount by reason of (1) any judgment,  decree
 or order of any court or  administrative body having jurisdiction over  Bank
 or any of  its property, or  (2) any settlement  or compromise  of any  such
 Recovery Claim effected by the Bank with the claimant (including  Borrower),
 this Agreement  and  the security  interests  granted Bank  hereunder  shall
 continue in effect with respect to the  amount so repaid to the same  extent
 as  if  such  amount  had  never  originally  been  received  by  the  Bank,
 notwithstanding any prior termination of this Agreement, the return of  this
 Agreement to Borrower, or the cancellation  of any note or other  instrument
 evidencing Borrower's  Liabilities.    Borrower  may  not  sell,  assign  or
 transfer this Agreement, or the Other Agreements or any portion thereof.

      7.9  This Agreement  and the  Other Agreements  shall be  governed  and
 controlled by, and construed  in accordance with, the  internal laws of  the
 State of Illinois  applicable to contracts  made and  performed entirely  in
 Illinois, without reference to any choice of law rule, or any principles  of
 comity or any conflicts of law principles (whether of the State of  Illinois
 or any other jurisdiction)  that would cause the  application of the law  of
 any jurisdiction other than the State of Illinois.
<PAGE>

      7.10 If at  any time  or  times hereafter,  whether or  not  Borrower's
 Liabilities are outstanding  at such time,  Bank:  (a)  employs counsel  for
 advice or  other representation,  (i) with  respect to  this Agreement,  the
 Other Agreements, or the administration  of Borrower's Liabilities, (ii)  to
 represent Bank  in any  litigation, arbitration  contest, dispute,  suit  or
 proceeding or to commence, defend or  intervene or to take any other  action
 in or with respect to any  litigation, contest, dispute, suit or  proceeding
 (whether instituted by  Bank, Borrower or  any other Person)  in any way  or
 respect relating  to this  Agreement, the  Other Agreements,  or  Borrower's
 affairs, or  (iii) with  respect  to any  consideration  of or  attempts  to
 enforce any rights of Bank against Borrower or any other Person which may be
 obligated to Bank by virtue of  this Agreement or the Other Agreements;  (b)
 takes any action with respect  to administration of Borrower's  Liabilities;
 and/or (c) attempts to  or enforces any of  Bank's rights or remedies  under
 this Agreement  or  the Other  Agreements,  then,  in any  such  event,  the
 reasonable costs, fees and expenses incurred by Bank with respect to any and
 all of the foregoing,  shall be part of  Borrower's Liabilities, payable  by
 Borrower to Bank on demand.

      7.11 BORROWER IRREVOCABLY  AGREES  THAT,  SUBJECT TO  BANK'S  SOLE  AND
 ABSOLUTE ELECTION, ALL  ACTIONS OR PROCEEDINGS,  INCLUDING WITHOUT  LIMITING
 THE GENERALITY OF THE  FOREGOING, ANY CONTROVERSY,  DISPUTE OR QUESTION,  IN
 ANY WAY,  MANNER OR  RESPECT, ARISING  OUT OF  OR FROM  OR RELATED  TO  THIS
 AGREEMENT OR THE OTHER AGREEMENTS SHALL  BE LITIGATED ONLY IN COURTS  HAVING
 SITUS WITHIN  THE CITY  OF  CHICAGO, STATE  OF  ILLINOIS.   BORROWER  HEREBY
 IRREVOCABLY CONSENTS TO  THE EXERCISE OF  JURISDICTION OVER  ITS PERSON  AND
 PROPERTY BY, AND VENUE IN, ANY  COURT OF COMPETENT JURISDICTION SITUATED  IN
 THE CITY OF CHICAGO, STATE OF ILLINOIS (WHETHER IT BE A COURT OF SUCH STATE,
 OR A COURT OF THE UNITED STATES OF AMERICA SITUATED IN SUCH CITY AND STATE),
 AND IN  CONNECTION THEREWITH,  AGREES TO  SUBMIT TO,  AND BE  BOUND BY,  THE
 JURISDICTION AND VENUE OF SUCH COURT, ANY OBJECTION TO SUCH JURISDICTION AND
 VENUE BEING EXPRESSLY WAIVED  HEREBY.  BORROWER HEREBY  WAIVES ANY RIGHT  IT
 MAY HAVE TO TRANSFER OR CHANGE  THE VENUE OF ANY LITIGATION BROUGHT  AGAINST
 BORROWER BY BANK IN ACCORDANCE WITH THIS PARAGRAPH.

      7.12 BORROWER  HEREBY   KNOWINGLY,   VOLUNTARILY,   AND   INTENTIONALLY
 IRREVOCABLY WAIVES  ANY  RIGHT  TO  TRIAL  BY  JURY  IN  ANY  ACTION,  SUIT,
 COUNTERCLAIM OR PROCEEDING (I) TO ENFORCE  OR DEFEND ANY RIGHTS UNDER OR  IN
 CONNECTION WITH  THIS AGREEMENT,  THE OTHER  AGREEMENTS, OR  ANY  AMENDMENT,
 INSTRUMENT, DOCUMENT OR AGREEMENT  DELIVERED OR WHICH MAY  IN THE FUTURE  BE
 DELIVERED IN CONNECTION HEREWITH OR THEREWITH, (II) ARISING FROM ANY DISPUTE
 OR CONTROVERSY ARISING IN CONNECTION WITH OR RELATED TO THIS AGREEMENT,  THE
 OTHER AGREEMENTS OR ANY SUCH  AMENDMENT, INSTRUMENT, DOCUMENT OR  AGREEMENT,
 OR (III) ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY COURSE OF  CONDUCT,
 COURSE OF  DEALINGS, STATEMENTS  (WHETHER ORAL  OR  WRITTEN) OR  ACTIONS  OF
 BORROWER OR BANK,  AND AGREES THAT  ANY SUCH ACTION,  SUIT, COUNTERCLAIM  OR
 PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
<PAGE>

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


 BORROWER:

 WELLS-GARDNER ELECTRONICS CORPORATION

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

 Print or Type
 Name:
     ----------------------------------

 Its:
      ---------------------------------
      (If not signing as an individual)

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

 AMERICAN NATIONAL BANK AND
 TRUST COMPANY OF CHICAGO

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

 Print or Type
 Name:
     ----------------------------------

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


</TEXT>
</DOCUMENT>
