Prepared by MERRILL CORPORATION




Exhibit 10.17  


WELLS FARGO BANK  


August 19,
1998 


GameTech
International, Inc.

2209 West 1st Street, Suite 113-114

Tempe, AZ 85281 


Gentlemen: 


        This
letter is to confirm that Wells Fargo Bank, National Association ("Bank"), subject to all terms and conditions contained herein, has agreed to make available to GameTech
International, Inc. ("Borrower") a revolving line of credit under which Bank will make advances to Borrower from time to time up to and including March 31, 2000, not to exceed at any
time the maximum principal amount of Ten Million Dollars ($10,000,000.00) ("Line of Credit"), the proceeds of which shall be used to finance Borrower's working capital requirements. 


I.    CREDIT TERMS:  


        1.    LINE OF CREDIT:    



        (a)    Line of Credit Note.    Borrower's obligation to repay advances under the Line of Credit shall be evidenced by
a promissory note substantially in the form of Exhibit A attached hereto ("Line of Credit Note"), all terms of which are incorporated herein by this reference. 


        (b)    Borrowing and Repayment.    Borrower may from time to time during the term of the Line of Credit borrow,
partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Line of Credit Note; provided however, that the
total outstanding borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available thereunder, as set forth above. 




        2.    COLLATERAL:    


        As
security for all indebtedness of Borrower to Bank subject hereto, Borrower hereby grants to Bank security interests of first priority in all Borrower's accounts receivables and other
rights to payment, general intangibles, inventory and equipment. Additionally, Borrower hereby covenants and agrees to grant to Bank security interests of first priority in all real and personal
property acquired in any acquisition permitted or approved by Bank under this Agreement. All of the foregoing shall be evidenced by and subject to the terms of such security agreements, financing
statements, deeds of trust and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall reimburse Bank immediately upon demand for all costs and
expenses incurred by Bank in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of audits. 


II.    INTEREST/FEES:  


        1.    Interest.    The outstanding principal balance of the Line of Credit shall bear interest at the rate of interest
set forth in the Line of Credit Note 


        2.    Computation and Payment.    Interest shall be computed on the basis of a 360-day year, actual days elapsed.
Interest shall be payable at the times and place set forth in the Line of Credit Note. 


        3.    Unused Commitment Fee.    Borrower shall pay to Bank a fee equal to one quarter percent (.25%) 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 arrears on the last day of each calendar quarter. 





 



        4.    Collection of Payments.    Borrower authorizes Bank to collect all principal, interest and fees due as of the
date of this Agreement or otherwise under the Line of Credit by charging Borrower's demand deposit account number 4159-539352 with Bank, or any other demand deposit account maintained by Borrower with
Bank, for the full amount thereof. Should there be insufficient funds in any such demand deposit account to pay all such sums when due, the full amount of such deficiency shall be immediately due and
payable by Borrower. 


III.    REPRESENTATIONS AND WARRANTIES:  


        Borrower makes the following representations and warranties to Bank, which representations and warranties shall survive the execution of this letter and shall
continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this letter. 



        1.    Legal Status.    Borrower is a corporation, duly organized and existing and in good standing under the laws of
the state of Delaware, and is qualified or licensed to do business in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed
could have a material adverse effect on Borrower. 


        2.    Authorization and Validity.    This letter, the Line of Credit Note, the Continuing Security Agreement: Rights
to Payment and Inventory, the Security Agreement: Equipment, the Corporate Resolution: Borrowing, all UCC Financing Statements and each other document, contract or instrument deemed necessary by Bank
to evidence any extension of credit to Borrower pursuant to the terms and conditions hereof, or now or at any time hereafter required by or delivered to Bank in connection with this letter
(collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and
obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms. 


        3.    No Violation.    The execution, delivery and performance by Borrower of each of the Loan Documents do not
violate any provision of any law or regulation, or contravene any provision of the Articles of Incorporation or By-Laws of Borrower, or result in a breach of or constitute a default under any
contract, obligation, indenture or other instrument to which Borrower is a party or by which Borrower may be bound. 


        4.    Litigation.    There are no pending, or to the best of Borrower's knowledge threatened, actions, claims,
investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency which could have a material adverse effect on the financial condition or
operation of Borrower other than those disclosed by Borrower to Bank in writing prior to the date hereof. 



        5.    Correctness of Financial Statement.    The financial statements of Borrower dated October 31, 1997 and
April 30, 1998, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower,
(b) disclose all liabilities of Borrower that are required to be reflected or reserved against under generally accepted accounting principles, whether liquidated or unliquidated, fixed or
contingent, and (c) have been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of such financial statements until the date of Borrower's
execution of this letter, there has been no material adverse change in the financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a security interest in or otherwise encumbered
any of its assets or properties except in favor of Bank or as otherwise permitted by Bank in writing. 


        6.    Income Tax Returns.    Borrower has no knowledge of any pending assessments or adjustments of its income tax
payable with respect to any year. 


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        7.    No Subordination.    There is no agreement, indenture, contract or instrument to which Borrower is a party or by
which Borrower may be bound that requires the subordination in right of payment of any of Borrower's obligations subject to this letter to any other obligation of Borrower. 


        8.    Permits, Franchises.    Borrower possesses, and will hereafter possess, all permits, consents, approvals,
franchises and licenses required and all rights to trademarks, trade names, parents and fictitious names, if any, necessary to enable it to conduct the business in which it is now engaged in
compliance with applicable law. 


        9.    ERISA.    Borrower is in compliance in all material respects with all applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended or recodified from time to time ("ERISA"); Borrower has not violated any provision of any defined employee pension benefit plan (as defined in ERISA)
maintained or contributed to by Borrower (each, a "Plan"); no Reportable Event, as defined in ERISA, has occurred and is continuing with respect to any Plan initiated by Borrower; Borrower has met its
minimum funding requirements under ERISA with respect to each Plan; and each Plan will be able to fulfill its benefit obligations as they come due in accordance with the Plan documents and under
generally accepted accounting principles. 


        10.    Other Obligations.    Borrower is not in default on any obligation for borrowed money, any purchase money
obligation or any other material lease, commitment, contract, instrument or obligation. 


        11.    Environmental Matters.    Except as disclosed by Borrower to Bank in writing prior to the date hereof, Borrower
is in compliance in all material respects with all applicable federal or state environmental, hazardous waste, health and safety statutes, and any rules or regulations adopted pursuant thereto, which
govern or affect any of Borrower's operations and/or properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund
Amendments and Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any of the same may be amended, modified or
supplemented from time to time. None of the operations of Borrower is the subject of any federal or state investigation evaluating whether any remedial action involving a material expenditure is
needed to respond to a release of any toxic or hazardous waste or substance into the environment. Borrower has no material contingent liability in connection with any release of any toxic or hazardous
waste or substance into the environment. 


IV.    CONDITIONS:  


        1.    Conditions of Initial Extension of Credit.    The obligation of Bank to extend any credit contemplated by this
letter is subject to fulfillment to Bank's satisfaction of all of the following conditions: 



        (a)    Documentation.    Bank shall have received each of the Loan Documents, duly executed and in form and substance
satisfactory to Bank. 


        (b)    Financial Condition.    There shall have been no material adverse change, as reasonably determined by Bank, in
the financial condition or business of Borrower, nor any material decline, as reasonably determined by Bank, in the market value of any collateral required hereunder or a substantial or material
portion of the assets of Borrower. 


        (c)    Insurance.    Borrower shall have delivered to Bank evidence of insurance coverage on all Borrower's property,
in form, substance, amounts, covering risks and issued by companies satisfactory to Bank, and where required by Bank, with loss payable endorsements in favor of Bank. 


        (d)    Existing Prepayment Fee.    Borrower shall have paid to Bank the amount of $34,533.77 owed pursuant to
Borrower's prepayment of existing indebtedness to Bank. 



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        2.    Conditions of Each Extension of Credit.    The obligation of Bank to make each extension of credit requested by
Borrower hereunder shall be subject to the fulfillment to Bank's satisfaction of each of the following conditions: 



        (a)    Compliance.    The representations and warranties contained herein and in each of the other Loan Documents
shall be true on and as of the date of the signing of this letter and on the date of each extension of credit by Bank pursuant hereto, with the same effect as though such representations and
warranties had been made on and as of each such date, and on each such date, no default hereunder, and no condition, event or act which with the giving of notice or the passage of time or both would
constitute such a default, shall have occurred and be continuing or shall exist. 



        (b)    Documentation.    Bank shall have received all additional documents which may be required in connection with
such extension of credit. 




V.    COVENANTS:  


        Borrower covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities ,(whether direct or contingent,
liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower shall, unless Bank
otherwise consents in writing: 


        1.    Punctual Payment.    Punctually pay all principal, interest, fees or other liabilities due under any of the Loan
Documents at the times and place and in the manner specified therein. 


        2.    Accounting Records.    Maintain adequate books and records in accordance with generally accepted accounting
principles consistently applied, and permit any representative of Bank, at any reasonable
time, and upon reasonable notice unless an Event of Default has occurred and is continuing, to inspect, audit and examine such books and records, to make copies of the same, and inspect the properties
of Borrower. 


        3.    Financial Statements.    Provide to Bank all of the following, in form and detail satisfactory to Bank: 



        (a)  not
later than 120 days after and as of the end of each fiscal year, an audited financial statement of Borrower, prepared by a certified public accountant
acceptable to Bank, to include balance sheet, income statement, statement of cash flows, and source and applicable of funds statement; 



        (b)  not
later than 45 days after and as of the end of each fiscal quarter, a financial statement of Borrower, prepared by Borrower, to include balance sheet, income
statement, statement of cash flows, source and application of funds statement, and an aged listing of accounts receivable and accounts payable; 


        (c)  promptly,
after the same are available, and in any event within five (5) days after filing, copies of all annual, regular, periodic and special reports and
statements which Borrower may file or is required to file with the Securities and Exchange Commission; and 


        (d)  from
time to time such other information as Bank may reasonably request. 




        4.    Compliance.    Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and
franchises necessary for the conduct of its business; and comply with the provisions of all documents pursuant to which Borrower is organized and/or which govern Borrower's continued existence and
with the requirements of all laws, rules, regulations and orders of a governmental agency applicable to Borrower and/or its business. 


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        5.    Insurance.    Maintain and keep in force insurance of the types and in amounts customarily carried in lines of
business similar to that of Borrower, including but not limited to fire, extended coverage, public liability, property damage and workers' compensation, with all such insurance carried with companies
and in amounts satisfactory to Bank, and deliver to Bank from time to time at Bank's request schedules setting forth all insurance then in effect. 


        6.    Facilities.    Keep all properties useful or necessary to Borrower's business in good repair and condition, and
from time to time make necessary repairs, renewals and replacements thereto so that such properties shall be fully and efficiently preserved and maintained. 


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        7.    Taxes and Other Liabilities.    Pay and discharge when due any and all indebtedness, obligations, assessments
and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except (a) such as Borrower may in good faith
contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank's satisfaction, for eventual payment thereof in the event that Borrower is obligated to
make such payment. 


        8.    Litigation.    Promptly give notice in writing to Bank of any litigation pending or threatened against Borrower
with a claim in excess of $1,000,000.00. 


        9.    Financial Condition.    Maintain Borrower's financial condition as follows using generally accepted accounting
principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein), with compliance determined commencing with Borrower's financial
statements for the period ending July 31, 1998: 



        (a)  Tangible
Net Worth not at any time less than $39,000,000.00, with "Tangible Net Worth" defined as the aggregate of total stockholders' equity less any intangible assets.
For purposes of this subparagraph (a), the term "stockholder's equity" shall exclude the amount of Borrower's common stock purchased and retained or retired by the Borrower pursuant to its
stock repurchase plan announced on or about May 28, 1998, up to a maximum amount of $5,000,000.00. 



        (b)  Quick
Ratio not at any time less than 1.5 to 1.0, with "Quick Ratio" defined as the aggregate of unrestricted cash, unrestricted marketable securities, receivables
convertible into cash and refundable deposits collectible within ninety (90) days divided by total current liabilities. 


        (c)  Net
income after taxes no less than $1.00 on a quarterly basis, determined as of each fiscal quarter end. 




        10.    Other Indebtedness.    Not create, incur, assume or permit to exist any indebtedness or liabilities resulting
from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Bank,
(b) any other liabilities of Borrower existing as of, and disclosed to Bank prior to, the date hereof, (c) purchase money obligations with respect to purchase money liens permitted in
Section 14 (a), in an amount not
to exceed an aggregate of $1,000,000.00, and (d) unsecured debt with respect to any acquisition permitted or approved by Bank under this Agreement, which is fully subordinated to all
indebtedness of Borrower to Bank pursuant to subordination agreements acceptable to Bank in form and substance. 


        11.    Merger, Consolidation, Transfer of Assets.    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 or substantially all of the assets of or make an investment in any other entity which shall
require cash consideration in excess of $10,000,000.00, without written consent of Bank which shall not be unreasonably withheld; 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. 


        12.    Guaranties.    Not guarantee or become liable in any way as surety, endorser (other than as endorser of
negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any
liabilities or obligations of any other person or entity, except any of the foregoing in favor of Bank and any of the foregoing which do not equal or exceed 1,000,000.00 in the aggregate at anytime. 


        13.    Loans, Advances, Investments.    Except in the ordinary course of business, not make any loans or advances to
any person or entity, except any of the foregoing existing as of, and disclosed to Bank prior to, the date hereof. 


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        14.    Pledge of Assets.    Not mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all
or any portion of Borrower's assets now owned or hereafter acquired, except any of the foregoing in favor of Bank or which is existing as of, and disclosed to Bank in writing prior to, the date
hereof, and: 



        (a)  purchase
money liens in any property acquired by the Borrower in the ordinary course of business to secure the purchase price of such property or indebtedness incurred
solely for the purpose of financing the acquisition of such property; and, 



        (b)  liens
for taxes and assessments which are not past due, or liens for taxes or assessments for which adequate reserves have been set aside and are being contested in good
faith and not proceeded to judgment. 




        15.  Not,
without Bank's prior written consent which shall not be unreasonably withheld, make any change in ownership during the term of this Agreement of an aggregate of
twenty-five percent (25%)
or more of the common stock of Borrower. Nothing herein shall prevent Borrower from issuing stock pursuant to a secondary offering or issuing stock pursuant to an acquisition. 



        16.    Year 2000 Compliance.    Perform all acts reasonably necessary to ensure that (a) Borrower and any
business in which Borrower holds a substantial interest, and (b) all customers, suppliers and vendors that are material to Borrower's business, become Year 2000 Compliant in a timely manner.
Such acts shall include, without limitation, performing a comprehensive review and assessment of all of Borrower's systems and adopting a detailed plan, with itemized budget, for the remediation,
monitoring and testing of such systems. As used herein, "Year 2000 Compliant" shall mean, in regard to any entity, that all software, hardware, firmware, equipment, goods or systems utilized by or
material to the business operations or financial condition of such entity, will properly perform date sensitive functions before, during and after the year 2000. Borrower shall, within thirty (30)
days of Bank's request, provide to Bank such certifications or other evidence of Borrower's compliance with the terms hereof as Bank may from time to time require. 


        17.    Dividends, Distributions.    Not declare of pay any dividend or distribution either in cash, stock or any other
property on Borrower's stock now or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower's stock now or hereafter outstanding, except
(i) stock repurchases pursuant to Borrower's stock repurchase plan announced on or about May 28, 1998, up to a maximum amount of $5,000,000.00 and (ii) dividends or distributions
up to an aggregate of twenty-five percent (25%) of Borrower's net earnings for any fiscal year. 


VI.    DEFAULT, REMEDIES:  


        1.    Default, Remedies.    Upon the violation of any term or condition of any of the Loan Documents, or upon the
occurrence of any default or defined event of default under any of the Loan Documents, or upon the entry of a judgment against or filing of a notice of judgment lien against Borrower in excess of
$1,000,000.00, or the recording of any abstract of judgment in excess of $1,000,000.00 in any county in which Borrower has an interest in real property; or the service of a notice of levy and/or of a
writ of attachment or execution, or other like process, against the assets of Borrower which is not released, vacated or fully bonded within twenty (20) calendar days after its issue, or upon the
occurrence of any material adverse change in the financial condition of Borrower: (a) all indebtedness of Borrower under each of the Loan Documents, any term thereof to the contrary
notwithstanding, shall at Bank's option and without notice become immediately due and payable without presentment, demand, protest or notice of dishonor, all of which are expressly waived by Borrower;
(b) the obligation, if any, of Bank to extend any further credit under any of the Loan Documents shall immediately cease and terminate; and (c) Bank shall have all rights, powers and
remedies available under each of the Loan Documents, or accorded by law, including without limitation the right to resort to any or all security for any credit extended by Bank to Borrower under any
of the 


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Loan Documents and to exercise any or all of the rights of a beneficiary or secured party pursuant to the applicable law. All rights, powers and remedies of Bank may be exercised at any time by Bank
and from time to time after the occurrence of any such breach or default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity. 



        2.    No Waiver.    No delay, failure or discontinuance of Bank in exercising any right, power or remedy under any of
the Loan Documents shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect
any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Bank of any breach of or default under any of the Loan
Documents must be in writing and shall be effective only to the extent set forth in such writing. 


VII.    MISCELLANEOUS:  


        1.    Notices.    All notices, requests and demands which any party is required or may desire to give to any other
party under any provision of this letter must be in writing delivered to each party at its address first set forth above, or to such other address as any party may designate by written notice to all
other parties. Each such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by mail, upon the earlier of the
date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy, upon receipt. 


        2.    Costs, Expenses and Attorneys' Fees.    Borrower shall pay to Bank 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 Bank's in-house counsel), expended or incurred by
Bank in connection with (a) the negotiation and preparation of this letter and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of amendments
and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, and (c) if Bank is the
prevailing party, the prosecution or defense of any action in any way related to any of the Loan Documents, 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. 


        3.    Successors, Assignment.    This letter shall be binding upon and inure to the benefit of the heirs, executors,
administrators, legal representatives, successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interest hereunder without Bank's prior written consent.
Bank reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Bank's rights and benefits under each of the Loan Documents. In
connection therewith Bank may disclose all documents and information which Bank now has or hereafter may acquire
relating to any credit extended by Bank to Borrower, Borrower or its business, or any collateral required hereunder. 


        4.    Entire Agreement; Amendment.    This letter and the other Loan Documents constitute the entire agreement between
Borrower and Bank with respect to any extension of credit by Bank subject hereto and supersede all prior negotiations, communications, discussions and correspondence concerning the subject matter
hereof. This letter may be amended or modified only in writing signed by each party hereto. 


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        5.    No Third Party Beneficiaries.    This letter is made and entered into for the sole protection and benefit of
the
parties hereto and their respective permitted successors and assigns, and no other person or entity shall be a third party beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this letter or any other of the Loan Documents to which it is not a party. 



        6.    Severability of Provisions.    If any provision of this letter shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this
letter. 


        7.    Governing Law.    This letter shall be governed by and construed in accordance with the laws of the State of
Arizona. 


        8.    Arbitration.    



        (a)    Arbitration.    Upon the demand of any party, any Dispute shall be resolved by binding arbitration (except as
set forth in (e) below) in accordance with the terms of this letter. A "Dispute" shall mean any action, dispute, claim or controversy of any kind, whether in contract or tort, statutory or common law,
legal or equitable, now existing or hereafter arising under or in connection with, or in any way pertaining to, any of the Loan Documents, or any past, present or future extensions of credit and other
activities, transactions or obligations of any kind related directly or indirectly to any of the Loan Documents, including without limitation, any of the foregoing arising in connection with the
exercise of any self-help, ancillary or other remedies pursuant to any of the Loan Documents. Any party may by summary proceedings bring an action in court to compel arbitration of a Dispute. Any
party who fails or refuses to submit to arbitration following a lawful demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any
Dispute. 


        (b)    Governing Rules.    Arbitration proceedings shall be administered by the American Arbitration Association
("AAA") or such other administrator as the parties shall mutually agree upon in accordance with the AAA Commercial Arbitration Rules. All Disputes submitted to arbitration shall be resolved in
accordance with the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the Loan Documents. The arbitration shall be
conducted at a location in Arizona selected by the AAA or other administrator. If there is any inconsistency between the terms hereof and any such rules, the terms and procedures set forth herein
shall control. All statutes of limitation applicable to any Dispute shall apply to any arbitration proceeding. All discovery activities shall be expressly limited to matters directly relevant to the
Dispute being arbitrated.
Judgment upon any award rendered in an arbitration may be entered in any court having jurisdiction; provided however, that nothing contained herein shall be deemed to be a waiver by any party that is
a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law. 


        (c)    No Waiver; Provisional Remedies, Self-Help and Foreclosure.    No provision hereof shall limit the right of any
party to exercise self-help remedies such as setoff, foreclosure against or sale of any real or personal property collateral or security, or to obtain provisional or ancillary remedies, including
without limitation injunctive relief, sequestration, attachment, garnishment or the appointment of a receiver, from a court of competent jurisdiction before, after or during the pendency of any
arbitration or other proceeding. The exercise of any such remedy shall not waive the right of any party to compel arbitration hereunder. 


        (d)    Arbitrator Qualifications and Powers; Awards.    Arbitrators must be active members of the Arizona State Bar or
retired judges of the state or federal judiciary of Arizona with expertise in the substantive law applicable to the subject matter of the Dispute. Arbitrators are empowered to resolve Disputes by
summary rulings in response to motions filed prior to the final arbitration hearing. Arbitrators (i) shall resolve all Disputes in accordance with the substantive law of the 



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state of Arizona, (ii) may grant any remedy or relief that a court of the state of Arizona could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any
award, and (iii) shall have the power to award recovery of all costs and fees, to impose sanctions and to take such other actions as they deem necessary to the same extent a judge could pursuant to
the Federal Rules of Civil Procedure, the Arizona Rules of Civil Procedure or other applicable law. Any Dispute in which the amount in controversy is $5,000,000 or less shall be decided by a single
arbitrator who shall not render an award of greater than $5,000,000 (including damages, costs, fees and expenses). By submission to a single arbitrator, each party expressly waives any right or claim
to recover more than $5,000,000. Any Dispute in which the amount in controversy exceeds $5,000,000 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three
arbitrators must actively participate in all hearings and deliberations. 


        (e)    Judicial Review.    Notwithstanding anything herein to the contrary, in any arbitration in which the amount in
controversy exceeds $25,000,000, the arbitrators shall be required to make specific, written findings of fact and conclusions of law. In such arbitrations (i) the arbitrators shall not have the
power to make any award which is not supported by substantial evidence or which is based on legal error, (ii) an award shall not be binding upon the parties unless the findings of fact are
supported by substantial evidence and the conclusions of law are not erroneous under the substantive law of the state of Arizona, and (iii) the parties shall have in addition to the grounds
referred to in the Federal Arbitration Act for vacating, modifying or correcting an award the right to judicial review of (A) whether the findings of fact rendered by the arbitrators are
supported by substantial evidence, and (B) whether the conclusions of law are erroneous under the substantive law of the state of Arizona. Judgment confirming an award in such a proceeding may
be entered only if a court determines the award is supported by substantial evidence and not based on legal error under the substantive law of the state of Arizona. 


        (f)    Miscellaneous.    To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all
action required to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the
existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business, by applicable law or regulation, or to the extent necessary to
exercise any judicial review rights set forth herein. If more than one agreement for arbitration by or between the parties potentially applies to a Dispute, the arbitration provision most directly
related to the Loan Documents or the subject matter of the Dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any
relationship between the parties. 




        Your
acknowledgment of this letter shall constitute acceptance of the foregoing terms and conditions. Bank's commitment to extend any credit to Borrower pursuant to the terms of this
letter 


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shall terminate on September 18, 1998, unless this letter is acknowledged by Borrower and returned to Bank on or before that date. 



	 	 	 	Sincerely,
	

 	

 	
 	

WELLS FARGO BANK,

    NATIONAL ASSOCIATION
	

 	

 	
 	

By:	

/s/  JOHN HELMS          
 John Helms
 Vice President
	

Acknowledged and accepted as of August 25, 1998:
	

GAMETECH INTERNATIONAL, INC.	
 	

 	

 
	

By:	

/s/  JOHN J. PAULSON      
	
 	

 	

 
	

Title:	

CFO
	
 	

 	

 




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