EXHIBIT 1
                                                          ---------


                              January 31, 1997


GameTek, Inc.
GameTek (FL), Inc.
I.J.E., Inc.
Cybersoft, Inc.
Three Harbor Drive
Suite 110
Sausalito, CA 94965

          Re:  New Loan in an Amount Up To $1.1 Million
               from Britt Resources, Inc. ("Lender")          

Gentlemen:

          When signed by each of the parties, this letter will constitute our
agreement regarding the matters described below (the "Agreement").  We agree 
as follows:

1.        Subject to the terms and conditions of this Agreement, Lender shall
          lend to
          GameTek, Inc. ("GameTek"), I.J.E., Inc. ("IJE"), GameTek (FL), Inc.
          ("GTI") and Cybersoft, Inc. ("Cybersoft") (collectively, "Borrower") a
          principal amount not to exceed $1.1 million (the "Loan"), which may be
          drawn down by Borrower in installments from time to time as needed,
          provided that (i) no amounts may be drawn down hereunder (A) while
          Borrower is in default, or (B) after December 31, 1997, and (ii)
          each such
          installment shall be disbursed only if and when Lender shall have
          determined, in its reasonable discretion, that the amount and
          intended use of the funds
          proposed to be drawn down is prudent under the circumstances
          then known to Lender.  The Loan is not a revolving credit facility,
          and amounts drawn down and repaid hereunder may not thereafter be
          reborrowed.

2.        Interest on the Loan shall accrue at a rate equal to the interest
          rate charged
          by Lender to Borrower from time to time under its existing Revolving
          Credit Agreement dated as of August 11, 1994 (as amended to date, the
          "Revolving Credit Agreement").  Interest accruing on the Loan shall
          be paid monthly in arrears on or before the tenth (10th) day of the 
          month following the month in respect of which such payment is made.
          The principal amount of the Loan shall be reduced by Borrower to no 
          more than $500,000 on or before December 31, 1997 and shall be due
          and payable in
          full on August 1, 1998.  Any amount not paid when due hereunder shall
          accrue interest at a rate equal to the penalty interest rate
          specified in the Revolving Credit Agreement from the original due
          date until paid in full.



3.        Drawings shall be requested and advanced in the manner provided in
          the Revolving Credit Agreement, and shall be evidenced by a 
          promissory note,
          with alonge, in the form annexed hereto (the "1997 Note").  The 1997
          Note shall
          be endorsed from time to time by Lender to reflect drawings and re-
          payments thereunder.  Such endorsements shall constitute prima facie
          evidence of the amount due under the 1997 Note.  Any default under
          the 1997 Note shall constitute a default under the Revolving Credit
          Agreement, and vice versa.

4.        In order to secure the full and prompt payment and performance by
          Borrower of its obligations hereunder, Borrower hereby grants to
          Lender a security interest in and lien upon all assets of each
          company included within
          Borrower, including, without limitation, all stock held by GameTek
          in IJE,
          GTI, Cybersoft, Alternative Reality Technologies, Inc. ("ART"),
          Gametek (UK)
          Limited ("GTUK") and any other direct or indirect subsidiaries of
          GameTek.  Borrower represents and warrants that there are no security
          interests in any of the assets pledged hereunder that have any
          priority
          superior to that of Lender hereunder other than (i) the security 
          interest granted to Ocean Bank pursuant to Borrower's existing credit
          facility with
          Ocean Bank, (ii) a security interest granted to Barclay's Bank in
          the assets
          of GTUK, including the security interest held by such bank in the
          stock of
          GTUK, and (iii) the security interest granted to Lender pursuant to
          the Revolving Credit Agreement.  All of the rights granted to Lender
          and obligations imposed upon Borrower under the Security Agreement
          executed
          and delivered in connection with the Revolving Credit Agreement and
          relating to the indebtedness incurred by Borrower thereunder shall 
          also
          apply to the Loan made hereunder and the security interest granted to
          Lender herein in the same manner and to the same extent as if the 
          parties
          had executed and delivered an identical security agreement in 
          connection the Loan.

5.        Borrower represents and warrants to Lender that it has obtained from
          Ocean Bank extensions of the due dates of all obligations coming due 
          to Ocean Bank pursuant to letters of credit heretofore issued by
          Ocean Bank for the
          benefit of Borrower, as evidenced by the loan documents attached
          hereto as
          Exhibit A.  Borrower further covenants and agrees that all amounts 
          owing
          to Ocean Bank under any banking facility that Borrower may now or
          hereafter have with Ocean Bank shall be repaid in full no later than
          December 31, 1997, at which time Borrower shall terminate its banking
          relationships and credit facilities with Ocean Bank.

6.        The parties agree that the Revolving Credit Agreement is hereby 
          amended
          to limit the maximum amount that can be borrowed by the Company
          thereunder to $9,655,000.  Borrower further covenants and agrees
          that (i)
          any accrued interest outstanding under the Revolving Credit
          Agreement will
          be repaid on or before December 31, 1997, and (ii) as of December 31,
          1997, Borrower will be current on all payment then owing to any of
          its suppliers.

7.        Borrower covenants and agrees that it will execute, deliver and/or
          file any
          and all such further documents and instruments, including Forms UCC-1
          and extensions or renewals thereof, and will do all such further
          acts and
          things as Lender may request from time to time in order to confirm,
          evidence or perfect Lender's security interest hereunder, or to
          enable Lender
          to exercise fully any of the rights granted to it hereunder or under
          the 1997
          Note.  Any such documents or instruments that Lender may request
          Borrower to execute and deliver shall be in such form and have such
          content as Lender may determine in the excercise of its sole
          judgment.

          If the above accurately reflects our agreement, kindly so indicate
          by signing
          the enclosed copy of this Agreement in the space provided below and
          returning it to the undersigned as promptly as possible.

                              Very truly yours,

                              BRITT RESOURCES, INC. 


                              By:     s/ Bill B. Britt                        
                                 ___________________________________
                                    Name:
                                    Title:

Understood and agreed:
GAMETEK, INC.


By:        s/ Max R. Rudminat
   ___________________________________
      Name:
      Title:



GAMETEK (FL), INC.


By:    s/ Max R. Rudminat
    ___________________________________
      Name:
      Title:

I.J.E., INC


By:    s/ Max R. Rudminat
   ______________________________________
      Name:
      Title:

CYBERSOFT, INC.


By:    s/ Max R. Rudminat                 
   _______________________________________
      Name:
      Title: