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Exhibit 10.23    
  


        April 2, 2002 


GameTech
International, Inc.

Bingo Technologies Corporation

900 Sandhill Road

Reno, NV 89511-3909 


Gentlemen:



        This
letter amendment (this "Amendment") is to confirm the changes agreed upon between WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") and GameTech International, Inc. ("GameTech") and
Bingo Technologies Corporation ("Bingo") (individually and collectively, "Borrower") to the terms and conditions of that certain letter agreement between Bank and Borrower dated as of
August 19, 1998, as amended from time to time (the "Agreement"). For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree that
the Agreement shall be amended as follows to reflect said changes. 


        1.    The
Agreement is hereby amended by deleting "April 2, 2002" as the last day on which Bank will make advances under the Line of Credit, and by substituting for said
date "April 2, 2003," with such change to be effective upon the execution and delivery to Bank of a promissory note substantially in the form of Exhibit A attached hereto (which
promissory note shall replace and be deemed the Line of Credit Note defined in and made pursuant to the Agreement) and all other contracts, instruments and documents required by Bank to evidence such
change. 


        2.    Paragraph 2
is hereby deleted in its entirety, and the following substituted therefor: 




        "A
facility under which Bank will enter into foreign exchange contracts for the account of Borrower from time to time up to and including May 31, 2003, not to exceed at any time
the maximum principal amount of Two Hundred Thousand United States Dollars (US$200,000.00) ("Foreign Exchange Facility")." 





        3.    The
following is hereby added to the Agreement as Paragraph I.1 (b) and the existing (b) to be re-lettered (c): 




        "(b)    Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term
thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance the acquisition of inventory and for other general corporate purposes
(each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million
Dollars ($1,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed
one hundred eighty (180) days with respect to commercial Letters of Credit nor more than one year with respect to standby Letters of Credit, as designated by Borrower; provided however, that no Letter
of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be
available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required
by Bank in connection with the issuance thereof. Each draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the
terms and conditions of this letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any draft is paid, then
Borrower shall immediately pay to Bank the full amount of such draft, together with interest thereon from the date such draft is paid to the date such amount is fully repaid by Borrower, at the rate
of interest applicable to advances under the Line of Credit. In such event 







 



Borrower agrees that Bank, in its sole discretion, may debit any deposit account maintained by Borrower with Bank for the amount of any such draft." 





        4.    Paragraph
I.1.1 is hereby deleted in its entirety, and the following substituted therefor. 





        "I.1.1
FOREIGN EXCHANGE FACILITY: 




        Bank
will enter into foreign exchange contracts for the account of Borrower under the Foreign Exchange Facility for the purchase and/or sale by Borrower in United States dollars of
foreign currencies designated by Borrower; provided however, that the aggregate of all outstanding foreign exchange contracts shall not at any time exceed the maximum principal amount available under
the Foreign Exchange Facility, as set forth above. No foreign exchange contract shall be executed for a
term which extends beyond May 31, 2003. Borrower shall have a "Delivery Limit" under the Foreign Exchange Facility not to exceed at any time the aggregate principal amount of Two Hundred
Thousand United States Dollars (US$200,000.00), which Delivery Limit reflects the maximum principal amount of Borrower's foreign exchange contracts which may mature during any 2 day period. All
foreign exchange transactions shall be subject to the additional terms of a Foreign Exchange Agreement, substantially in the form of Exhibit B attached hereto ("Foreign Exchange Agreement"),
all terms of which are incorporated herein by this reference." 





        5.    Paragraph
II.3 is hereby deleted in its entirety, and the following substituted therefor: 




        "3.    Unused Commitment Fee. Borrower shall pay to Bank a fee equal to one half percent (0.50%) per annum (computed on the
basis of a 360-day year, actual days elapsed) on the average daily unused amount of the Line of Credit, which fee shall be calculated on a calendar quarter basis by Bank and shall be due and payable
by Borrower in on the last day of each calendar quarter." 





        6.    The
following is hereby added to Agreement as Paragraph II.5: 




        "5.    Letter of Credit Fees. Borrower shall pay to Bank fees upon the issuance of each Letter of Credit, upon the payment or
negotiation of each draft under any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including without limitation, the transfer, amendment or
cancellation of any Letter of Credit) determined in accordance with Bank's standard fees and charges then in effect for such activity." 





        7.    Paragraph
V.9(c) is hereby deleted in its entirety, and the following substituted therefor. 




        "(c)    Net
income after taxes and before goodwill not less than $1.00 on a quarterly basis, determined as of each fiscal quarter end." 





        8.    Paragraph
V.11 is hereby deleted in its entirety, and the following substituted therefor. 




        "11.    Merger, Consolidation, Transfer of Assets. Without written consent of Bank which shall not be unreasonably withheld, not
merge into or consolidate with any other entity; nor make any substantial change in the nature of Borrower's business as conducted as of the date hereof; nor acquire all of the assets of or make an
investment in any other entity; which shall require cash consideration in excess of $7,500,000.00, nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of
Borrower's assets except in the ordinary course of its business." 





        9.    Except
as specifically provided herein, all terms and conditions of the Agreement remain in full force and effect, without waiver or modification. All terms defined in
the Agreement shall have the same meaning when used herein. This Amendment and the Agreement shall be read together, as one document. 


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        10.  Borrower
hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as
of the date of Borrower's acknowledgment set forth below there exists no default or defined event of default under the Agreement or any promissory note or other contract, instrument or document
executed in connection therewith, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. 


        Your
acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and conditions. 



	 	 	Sincerely,
	

 	
 	

WELLS FARGO BANK,

NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/  DEBBIE FUETSCH      
 Debbie Fuetsch
 Vice President





       





	Acknowledged and accepted as of April 2, 2002:	 	 
	

GAMETECH INTERNATIONAL, INC.	
 	

 
	

By:	

/s/  RICHARD M. KELLEY      
	
 	

 
	Title:	CFO
	 	 
	

BINGO TECHNOLOGIES CORPORATION	
 	

 
	

By:	

/s/  RICHARD M. KELLEY      
	
 	

 
	Title:	CFO
	 	 




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	WELLS FARGO BANK	 	REVOLVING LINE OF CREDIT NOTE
	

	
$10,000,000.00	
 	

Reno, Nevada

April 2, 2002





        FOR VALUE RECEIVED, the undersigned GameTech International, Inc. and Bingo Technologies Corporation ("Borrower")
promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at Reno RCBO, 5340 Kietzke Lane, Suite 201, Reno, NV
89511, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of  $10,000,000.00, or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its
disbursement as set forth herein. 


DEFINITIONS:  


        As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the
place defined: 


        (a)  "Business
Day" means any day except a Saturday, Sunday or any other day on which commercial banks in Nevada are authorized or required by law to close. 


        (b)  "Fixed
Rate Term" means a period commencing on a Business Day and continuing for 1, 2 or 3 months, as designated by
Borrower, during which all or a portion of the outstanding principal balance of this Note bears interest determined in relation to LIBOR; provided however, that no Fixed Rate Term may be selected for
a principal amount less than $500,000.00; and provided further, that no Fixed Rate Term shall extend beyond the scheduled maturity date hereof. If any
Fixed Rate Term would end
on a day which is not a Business Day, then such Fixed Rate Term shall be extended to the next succeeding Business Day. 


        (c)  "LIBOR"
means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8 of 1%) determined by dividing Base LIBOR by a percentage equal to 100% less any
LIBOR Reserve Percentage. 



        (i)    "Base
LIBOR" means the rate per annum for United States dollar deposits quoted by Bank as the Inter-Bank Market Offered Rate, with the understanding that such rate is
quoted by Bank for the purpose of calculating effective rates of interest for loans making reference thereto, on the first day of a Fixed Rate Term for delivery of funds on said date for a period of
time approximately equal to the number of days in such Fixed Rate Term and in an amount approximately equal to the principal amount to which such Fixed Rate Term applies. Borrower understands and
agrees that Bank may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as Bank in its discretion deems appropriate
including, but not limited to, the rate offered for U.S. dollar deposits on the London Inter-Bank Market. 


        (ii)  "LIBOR
Reserve Percentage" means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor ) for "Eurocurrency
Liabilities" (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected changes in such reserve percentage during the applicable Fixed Rate Term. 




        (d)  "Prime
Rate" means at any time the rate of interest most recently announced within Bank at its principal office as its Prime Rate, with the understanding that the Prime
Rate is one of Bank's base rates and serves as the basis upon which effective rates of interest are calculated for those loans 


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making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank may designate. 


INTEREST:  


        (a)  Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a  360-day year, actual days elapsed) either (i) at a
fluctuating rate per annum equal to the Prime
Rate in effect from time to time, or (ii) at a fixed rate per annum determined by Bank to be 2.00000%  above LIBOR in effect on the first day of
the applicable Fixed Rate Term. When interest is determined in relation to the Prime Rate, each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is
announced within Bank. With respect to each LIBOR selection option
selected hereunder, Bank is hereby authorized to note the date, principal amount, interest rate and Fixed Rate Term applicable thereto and any payments made thereon on Bank's books and records (either
manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted. 


        (b)  Selection of Interest Rate Options. At any time any portion of this Note bears interest determined in relation to LIBOR,
it may be continued by Borrower at the end of the Fixed Rate Term applicable thereto so that all or a portion thereof bears interest determined in relation to the Prime Rate or to LIBOR for a new
Fixed Rate Term designated by Borrower. At any time any portion of this Note bears interest determined in relation to the Prime Rate, Borrower may convert all or a portion thereof so that it bears
interest determined in relation to LIBOR for a Fixed Rate Term designated by Borrower. At such time as Borrower requests an advance hereunder or wishes to select a LIBOR option for all or a portion of
the outstanding principal balance hereof, and at the end of each Fixed Rate Term, Borrower shall give Bank notice specifying: (i) the interest rate option selected by Borrower; (ii) the
principal amount subject thereto; and (iii) for each LIBOR selection, the length of the applicable Fixed Rate Term. Any such notice may be given by telephone (or such other electronic method as
Bank may permit) so long as, with respect to each LIBOR selection, (A) if requested by Bank, Borrower provides to Bank written confirmation thereof not later than three (3) Business Days after
such notice is given, and (B) such notice is given to Bank prior to 10:00 a.m. on the first day of the Fixed Rate Term, or at a later time during any Business Day if Bank, at it's sole
option but without obligation to do so, accepts Borrower's notice and quotes a fixed rate to Borrower. If Borrower does not immediately accept a fixed rate when quoted by Bank, the quoted rate shall
expire and any subsequent LIBOR request from Borrower shall be subject to a redetermination by Bank of the applicable fixed rate. If no specific designation of interest is made at the time any advance
is requested hereunder or at the end of any Fixed Rate Term, Borrower shall be deemed to have made a Prime Rate interest selection for such advance or the principal amount to which such Fixed Rate
Term applied. 


        (c)  Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or
to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign
governmental authority and related in any manner to LIBOR, and (ii) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates imposed by the Federal
Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or
not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR to the extent they are not included in the calculation of LIBOR. In determining
which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower. 


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        (d)  Payment of Interest. Interest accrued on this Note shall be payable on the 2nd  day of each month, commencing May 2, 2002.


        (e)  Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder
becomes due and payable by acceleration or otherwise, the outstanding principal balance of this Note shall bear interest until paid in full at an increased rate per annum (computed on the basis of a  360-day year, actual days elapsed) equal to 4% above the rate of interest from time to time applicable to this Note.
 


BORROWING AND REPAYMENT:  


        (a)  Borrowing and Repayment. Borrower may from time to time during the term of this Note borrow, partially or wholly repay
its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note; provided however,
that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total
amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for any Borrower, which balance may be endorsed hereon from time to time by the holder. The
outstanding principal balance of this Note shall be due and payable in full on April 2, 2003.


        (b)  Advances. Advances hereunder, to the total amount of the principal sum available hereunder, may be made by the holder at
the oral or written request of (i) Chief Executive Officer or Chief Financial Officer, any one acting alone, who are authorized to request
advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with
respect to advances deposited to the credit of any deposit account of any Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of each
Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether
any person requesting an advance is or has been authorized by any Borrower. 


        (c)  Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to
the outstanding principal balance hereof. All payments credited to principal shall be applied first, to the outstanding principal balance of this Note which bears interest determined in relation to
the Prime Rate, if any, and second, to the outstanding principal balance of this Note which bears interest determined in relation to LIBOR, with such payments applied to the oldest Fixed Rate Term
first. 


PREPAYMENT:  


        (a)  Prime Rate. Borrower may repay principal on any portion of this Note which bears interest determined in relation to the
Prime Rate at any time, in any amount and without penalty. 


        (b)  LIBOR. Borrower may prepay principal on any portion of this Note which bears interest determined in relation to LIBOR at
any time and in the minimum amount of $500,000.00; provide however, that if the outstanding principal balance of such portion of this Note is less than
said amount, the minimum prepayment amount shall be the entire outstanding principal balance thereof. In consideration of Bank providing this prepayment option to Borrower, or if any such portion of
this Note shall become due and payable at any time prior to the last day of the Fixed Rate Term applicable thereto by acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a
fee which is the sum of the discounted monthly differences for each month from the month of prepayment through the month in which such Fixed Rate Term matures, calculated as follows for each such
month: 


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        (i)    Determine the amount of interest which would have accrued each month on the amount prepaid at the interest rate
applicable to such amount had it remained outstanding until the last day of the Fixed Rate Term applicable thereto. 


        (ii)  Subtract from the amount determined in (i) above the amount of interest which would have accrued for the same
month on the amount prepaid for the remaining term of such Fixed Rate Term at LIBOR in effect on the date of prepayment for new loans made for such term and in a principal amount equal to the amount
prepaid. 


        (iii)  If
the result obtained in (ii) for any month is greater than zero, discount that difference by LIBOR used in (ii) above. 




Each
Borrower acknowledges that prepayment of such amount may result in Bank incurring additional costs, expenses and/or liabilities, and that it is difficult to ascertain the full extent of such
costs, expenses and/or liabilities. Each Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a reasonable estimate of the prepayment costs,
expenses and/or liabilities of Bank. If Borrower fails to pay any prepayment fee when due, the amount of such prepayment fee shall thereafter bear interest until paid at a rate per annum  2.000%  above
the Prime Rate in effect from time to time (computed on the basis of a 360-day year,
actual days elapsed). Each
change in the rate of interest on any such past due prepayment fee shall become effective on the date each Prime Rate change is announced within Bank. 


EVENTS OF DEFAULT:  


        The occurrence of any of the following shall constitute an "Event of Default" under this Note: 



        (a)  The
failure to pay any principal, interest, fees or other charges when due hereunder or under any contact, instrument or document executed in connection with this Note. 


        (b)  The
filing of a petition by or against any Borrower, any guarantor of this Note or any general partner or joint venturer in any Borrower which is a partnership or a
joint venture (with each such guarantor, general partner and/or joint venturer referred to herein as a "Third Party Obligor") under any provisions of the Bankruptcy Reform Act, Title 11 of the
United States Code, as amended or recodified from time to time, or under any similar or other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; the appointment of a
receiver, trustee, custodian or liquidator of or for any part of the assets or property of any Borrower or Third Party Obligor; any Borrower or Third Party Obligor becomes insolvent, makes a general
assignment for the benefit of creditors or is generally not paying its debts as they become due; or any attachment or like levy on any property of any Borrower or Third Party Obligor. 


        (c)  The
death or incapacity of any individual Borrower or Third Party Obligor, or the dissolution or liquidation of any Borrower or Third Party Obligor which is a
corporation, partnership, joint venture or other type of entity. 


        (d)  Any
default in the payment or performance of any obligation, or any defined event of default, under any provisions of any contract, instrument or document pursuant to
which any Borrower or Third Party Obligor has incurred any obligation for borrowed money, any purchase obligation, or any other liability of any kind to any person or entity, including the holder. 


        (e)  Any
financial statement provided by any Borrower or Third Party Obligor to Bank proves to be incorrect, false or misleading in any material respect. 


        (f)    Any
sale or transfer of all or a substantial or material part of the assets of any Borrower or Third Party Obligor other than in the ordinary course of its business. 


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        (g)  Any
violation or breach of any provision of, or any defined event of default under, any addendum to this Note or any loan agreement, guaranty, security agreement, deed
of trust, mortgage or other document executed in connection with or securing this Note. 



MISCELLANEOUS:  


        (a)  Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all
sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of
which are expressly waived by each Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Each Borrower shall pay to the
holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of
the holder's in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under
this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate
level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding,
contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity. 



        (b)  Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of
each such Borrower shall be joint and several. 


        (c)  Governing Law. This note shall be governed by and construed in accordance with the laws of the State of Nevada. 


        IN
WITNESS WHEREOF, the undersigned has executed this note as of the date first written above. 



	GameTech International, Inc.	 	 
	By:	 	/s/  RICHARD M. KELLEY      
	 	 
	Title:	 	CFO
	 	 
	 	 	 	 	 
	Bingo Technologies Corporation	 	 
	By:	 	/s/  RICHARD M. KELLEY      
	 	 
	Title:	 	CFO
	 	 




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Exhibit 10.23