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                                       FORM OF
                                     EMPLOYMENT 
                                      AGREEMENT

     This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into at Tempe,
Arizona on this 16th day of February, 1999, by and between GameTech
International, Inc., a Delaware corporation ("GameTech" or the "Company"), and
Richard H. Irvine ("Executive").

Whereas :

a.   The Company desires to employ Executive, and;

b.   Executive is the Chief Operating Officer of the Company;

c.   The Company and Executive wish pursuant to this Agreement to set forth
     their full and complete  understandings in respect to the above-mentioned
     employment relationship, replacing any and all previous understandings and
     agreements, with the exception of the terms and conditions stated in the
     Offer Sheet formally executed by GameTech and Executive on January 21, 199.
     Said Offer sheet is herein attached as Exhibit "A".


     NOW, THEREFORE, in consideration of the provisions hereinafter described, 
Company and Executive agree as follows:

1.    DUTIES OF EXECUTIVE

          During the term of this Agreement, Executive shall be employed by the
Company as its Chief Operating Officer and in that capacity shall perform all
functions and duties consistent with such position on behalf of the Company in
an efficient, trustworthy and professional manner, as reasonably required by the
Board of Directors of the Company or the Board of Directors governing any
successor entity to the Company (the "Board").

          Executive agrees to devote substantially all of his working time and
energy to the performance of his duties under this Agreement so long as his
employment under this Agreement is continued by the Company. 

          Notwithstanding the above, Executive shall be entitled to reasonable
absences for administrative meetings and to pursue other outside activities.
Executive also shall be permitted to serve as a member of the Board of Directors
of other organizations, subject to approval by the Board, on a case by case
basis. Such approval shall be granted if it can be reasonably demonstrated that
such service does not involve a competitor of the Company or its Enterprises and
does not materially interfere with effective performance of Executive's duties
under this Agreement.


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2.     TERM OF AGREEMENT

          Unless terminated sooner in accordance with the provisions of this
Agreement, the Company shall employ Executive and Executive accepts such
employment under the conditions set forth herein for a three (3) year term (the
"Term") beginning on the effective date of this Agreement and ending upon the
close of business on February 15, 2002. Notwithstanding the foregoing, if this
Agreement is not terminated in accordance with the provisions herein on or
before the expiration of its initial Term, such Term shall continue, and the
Agreement shall continue in force for successive two (2) year periods unless, at
least ninety (90) days prior to the expiration of the initial Term of the
Agreement, or ninety (90) days prior to the expiration of any subsequent two (2)
year Term, either Executive or the Company gives the other party written notice
of its intent to terminate the Agreement at the end of such Term.


3.     DEFINITIONS

          For purposes of this Agreement, the following terms shall have the
meanings set forth in this Paragraph 3:

          a.   "ANNUAL BASE SALARY" or "BASE SALARY" shall mean the annual base
               salary rate in effect for Executive from time to time during the
               Term of this Agreement in accordance with the provisions of
               Paragraph 4.a. of this Agreement.

          b.   "ANNUAL BONUS" or "BONUS" shall mean a cash payment available
               annually (or as otherwise provided for in this document) to
               Executive in addition to Base Salary as determined in accordance
               with Paragraph 4.b. of this Agreement.

          c.   "CAUSE" shall mean (i) Executive's conviction for any felony
               involving moral turpitude; or (ii) any conduct by Executive which
               is materially injurious to the Company or its Enterprises,
               including any action or inaction by Executive which may
               jeopardize any governmental registration, license, permit or
               other governmental permission material to the business of the
               Company in any jurisdiction that the Company does or seeks or may
               seek to do business.  (Such cause for conduct shall exist if
               Executive is guilty of dishonesty, gross neglect of duty
               hereunder, or other act or omission which impairs Company's
               ability to conduct its ordinary business in its usual manner.) 
               Such cause will be determined upon a meeting of the Company's
               Board of Directors.

          d.   "CHANGE OF CONTROL" shall mean any of the following events: (i)
               the Company consolidates with, or merges with or into, another
               entity or sells, assigns, conveys, transfers, leases or otherwise
               disposes of all or substantially all of the Company's assets to
               any entity, or any entity consolidates with, or merges with or
               into, the Company and the Company is 


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               not the surviving Corporation; (ii) the liquidation or
               dissolution of the Company; (iii) during any consecutive two year
               period, individuals who at the beginning of such period
               constituted the Board (together with any new directors whose
               election by such Board or whose nomination for election by the
               stockholders of the Company was approved by a vote of the
               majority of the directors then still in office who were either
               directors at the beginning of such period or whose election or
               nomination was previously so approved) cease for any reason to
               constitute a majority of the Board then in office; or (iv) any
               person or group (as such terms are defined in Section 13(d) and
               14(d) under the Securities Exchange Act of 1934 (the "Exchange
               Act")) is or becomes the beneficial owner (as defined in Rules
               13(d)-3 and 13(d)-5 under the Exchange Act, except that a person
               will be deemed to have beneficial ownership of all securities
               that such person has the right to acquire, whether such right is
               exercisable immediately or only after the passage of time)
               directly or indirectly of more than 30% of the total voting power
               entitled to vote in the election of the Board; provided, however,
               that such person or group shall not include any person or group
               that is the beneficial owner of more than 5% of the total voting
               power as of the date of this Agreement.

          e.   "COMPENSATION COMMITTEE" means the Compensation Committee of the
               Board of Directors.

          f.   "CONSTRUCTIVE TERMINATION'' shall mean Executive's voluntary
               Termination of Service within twelve (12) months following a
               Change of Control or within ninety (90) days following the
               occurrence of one or more of the following events, except if such
               event is approved in writing by Executive prior to its
               occurrence:

               (i)  A failure by the Company to abide by any part of this
                    Agreement that is not remedied within thirty (30) business
                    days after receiving written notification by Executive of
                    such failure;

              (ii)  A material reduction in Executive's title or
                    responsibilities.

             (iii)  Relocation of Executive's primary place of work to an area
                    other than the location of the Company's principal executive
                    offices. 

          g.   DISABILITY" shall be deemed to have occurred if Executive makes
               application for or is otherwise eligible for disability benefits
               under any Company-sponsored long-term disability program covering
               Executive, and Executive qualifies for such benefits. In the
               absence of a Company-sponsored long-term disability program
               covering 


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               Executive, Executive shall be presumed to be totally and 
               permanently disabled if so determined by the Company's Board
               following the Board's review of two independent medical opinions
               satisfactory to the Board certifying that Executive will be
               permanently unable to perform his normal duties as a result of a 
               physical or mental condition.

          h.   "ENTERPRISE" shall mean any joint venture, business pursuant to a
               joint operating agreement, or other alliance or affiliated
               business of the Company.

          i    "EXECUTIVE'S SPOUSE" shall mean Executive's spouse upon the
               execution of this Agreement, except as otherwise designated
               herein. (All spousal pension benefits under this Agreement shall
               be non-transferable should Executive remarry.)

          j    "FISCAL YEAR" shall mean the twelve-month period beginning
               November 1, unless the Company, with the approval of the Internal
               Revenue Service, shall establish a different fiscal year.

          k    "LONG-TERM INCENTIVE PLAN" shall mean any stock option plan or
               any other form of equity (real or phantom) or other long-term
               incentive plan introduced by the Company. 

          l    "SERVICE" shall mean Executive's full-time or substantially
               full-time employment with the Company, or any affiliated
               organization, including any leave of absence approved by the
               Board.

          m.   "TERMINATION OF SERVICE" shall mean Executive's termination of
               Service for any reason whatsoever, including death.


4.   EXECUTIVE'S RIGHTS WHILE EMPLOYED BY THE COMPANY

     a.   BASE SALARY

          Beginning on the effective date of this Agreement during the Term,the
          minimum Annual Base Salary payable to Executive shall be one-hundred
          and eighty thousand dollars ($180,000.00). Such Base salary shall be
          paid in equal semi-monthly installments on the  Company's normal
          payroll dates.  Executive's base salary shall be reviewed annually by
          the Compensation Committee if any, otherwise by the Board, and may be
          increased but not decreased from time to time based on prevailing
          market conditions, performance of the Executive and other
          considerations.


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     b.   ANNUAL BONUS

          All fiscal year bonus amounts will be determined by and awarded in 
          the sole discretion of the Compensation Committee if any, otherwise by
          the Board commensurate with Executive's performance and the overall
          performance of the Company; or pursuant to a plan which may be adopted
          by the Company making payment of bonuses contingent upon achievement
          of goals and objectives set by the Board for the fiscal period. 

     c.   LONG-TERM INCENTIVES

          Executive shall participate in any Long-Term Incentive Plan that may
          be designed specifically for Executive or provided to other executives
          of the Company during the Term. (Grants to Executive under such
          Long-Term Incentive Plan shall be no less favorable to Executive in
          amount and other key design features, including vesting restrictions,
          with any other plans provided to any other executive at the Company.)

     d.   FRINGE BENEFITS AND OTHER

          The Company shall provide Executive with the following:

          (i)  Such benefits and perquisites, including but not limited to
               disability income, deferred compensation or any form of savings
               or retirement plan as may from time to time be provided to other
               executives of the Company, as well as an automobile allowance not
               less than $750.00 per month. Such benefits and perquisites shall
               exclude fees paid for Board or Board Committee service, which are
               hereby included in Executive's Base Salary. Benefits and
               perquisites shall be provided at the same proportional cost to
               Executive as that paid by other executives of the Company  who
               participate in such programs;

         (ii)  Reasonable vacation each year during the Term not less than
               Twenty (20) days.  Executive is allowed to accrue a maximum of
               forty (40) full days of unused vacation/sick leave time. Said
               vacation shall not reduce Executive's compensation under this
               Agreement;

         (iii) Payment of premiums on professional liability insurance for
               Executive; 

          (iv) Payment of dues for such professional societies and associations
               of which Executive is a member that benefit the Company;

          (v)  Nothing in this Agreement shall be construed as limiting or
               restricting any benefit to Executive under any pension,
               profit-sharing or similar 



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               retirement plan, or under any group life or group health or
               accident or other plan of the Company, for the benefit of its
               employees generally or a group of them, now or hereafter in
               existence. 

          (vi) It shall be at the Board's discretion to grant any other fringe
               benefits to Executive.

5.        EXECUTIVE'S RIGHTS UPON TERMINATION OF SERVICE

     a.   FOR REASON OF VOLUNTARY RESIGNATION CONSTITUTING CONSTRUCTIVE
          TERMINATION OR TERMINATION BY THE COMPANY WITHOUT CAUSE

          In the event of Executive's Termination of Service for reason of (i)
          voluntary resignation by Executive constituting Constructive
          Termination, (ii) Executive's Termination of Service by the Company
          without Cause or (iii) Executive's Termination of Service for any
          reason except those specifically described in paragraphs 5.b through
          5.f herein, Executive (or if Executive dies while benefits remain due
          under this Agreement, Executive's beneficiaries as designated in
          accordance with the provisions of Paragraph 9 herein) shall be
          entitled to receive the following upon such Termination of Service:

          (i)  Payment immediately upon Executive's Termination of Service of
               any previously unpaid Base Salary and any Bonus granted and
               previously unpaid or the pro-rata portion of any Bonus earned by
               Executive pursuant to any plan (if  necessary, the Company may
               pay such Bonus when all bonuses for that Fiscal Year are
               calculated and paid) through the date of Executive's Termination
               of Service;

          (ii) Immediate vesting of any stock options or other rights previously
               provided to Executive under any Company Long-Term Incentive Plan;
               and 

         (iii) Payment of a lump sum amount equal to two (2) years of
               Executive's Base Salary.   

          In the event of a Change of Control, Executive shall be also be
          entitled to the protections outlined in Paragraph 7 herein.   

     b.   FOR REASON OF EXPIRATION OF THE TERM OF THIS AGREEMENT

     In the event of Executive's Termination of Service for reason of expiration
     of the Term of this Agreement pursuant to Paragraph 2 thereof, Executive
     (or if Executive dies while benefits remain due under this Agreement,
     Executive's beneficiaries as designated in accordance with the provisions
     of Paragraph 9 thereof) shall be entitled to receive the following upon
     such Termination of Service:


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          (i)  Payment immediately upon Executive's Termination of Service of
               any previously unpaid Base Salary and any Bonus granted and
               previously unpaid or the pro-rata portion of any Bonus earned by
               Executive pursuant to any plan (if necessary, the Company may pay
               such Bonus when all bonuses for that Fiscal Year are calculated
               and paid) through the date of Executive's Termination of Service;

         (ii)  Immediate vesting of any stock options or other rights previously
               provided to Executive under any Company Long-Term Incentive Plan;

        (iii)  Payment of any Disability or other benefits provided to Executive
               by the Company in accordance with the terms and conditions of
               such benefits and this Agreement.

          (iv) Payment of a lump sum amount equal to one (1) year of Executive's
               Annual Base Salary. 

     c.   FOR REASON OF DISABILITY

          In the Event of Executive's Termination of Service for reason of
          Disability, Executive (or if Executive dies while benefits remain due
          under this Agreement, Executive's beneficiaries as designated in
          accordance with the provisions of Paragraph 9 hereof) shall be
          entitled to receive the following  upon such Termination of Service:

          (i)  Payment immediately upon Executive's Termination of Service of 
               any previously unpaid Base Salary and any Bonus granted and
               reviously unpaid or the pro-rata portion of any Bonus earned by
               Executive pursuant to any plan (if necessary, the Company may pay
               such Bonus when all bonuses for that Fiscal Year are calculated
               and paid) through the date of Executive's Termination of Service;

          (ii) Immediate vesting of any stock options or other rights previously
               provided to Executive under any Company Long-Term Incentive Plan;

         (iii) Payment of any Disability or other benefits provided to Executive
               by the Company in accordance with the terms and conditions of
               such benefits and this Agreement;

          (iv) Payment of a lump sum amount equal to one (1) year of Executive's
               Annual Base Salary.  

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     d.   FOR REASON OF DEATH

          In the Event of Executive's Termination of Service for Reason of
          Death, Executive's beneficiaries as designated in accordance with the
          provisions of Paragraph 9  hereof shall be entitled to receive the
          following upon such Termination of Service:

          (i)  Payment immediately upon Executive's Termination of Service of
               any previously unpaid Base Salary and any Bonus granted and
               previously unpaid or the pro-rata portion of any Bonus earned by
               Executive pursuant to any plan (if necessary, the Company may pay
               such Bonus when all bonuses for that Fiscal Year are calculated
               and paid) through the date of Executive's Termination of Service;

         (ii)  Immediate vesting of any stock options or other rights previously
               provided to Executive under any Company Long-Term Incentive Plan;

        (iii)  Payment of any other benefits provided by the Company in
               accordance  with the terms and conditions of such benefits and
               this Agreement.

          (iv) Payment of a lump sum amount equal to the remaining Term of
               Executive's Base Salary. (Payment to be made to Executive's
               Estate.)
     
     e.   FOR REASON OF VOLUNTARY RESIGNATION NOT CONSTITUTING CONSTRUCTIVE  
          TERMINATION

          In the event of Executive's Termination of Service for reason of
          voluntary resignation by Executive not constituting Constructive
          Termination, Executive shall be entitled to receive the following upon
          such Termination of Service:


          (i)  Payment immediately upon Executive's Termination of Service of
               any previously unpaid Base Salary and any Bonus granted and
               previously unpaid or the pro-rata portion of any Bonus earned by 
               Executive pursuant to any plan (if necessary, the Company may pay
               such Bonus when all bonuses for that Fiscal Year are calculated
               and paid) through the date of Executive's Termination of Service;

          (ii) Performance of Company obligations with respect to Executive's
               exercise of any stock options or other rights previously granted
               to Executive under any Company Long-Term Incentive Plan provided
               such options or other rights have vested as of the date of the
               termination of Executive's service in accordance with any
               agreement


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               between the Company and Executive covering such options or other
               rights;        

        (iii)  Payment of any Disability or other benefits provided to Executive
               by the Company in accordance with the terms and conditions of
               such benefits and this Agreement.  

     f.    FOR REASON OF CAUSE

          (i)  In the Event of Executive's Termination of Service for reason of
               Cause, the Company's obligations to Executive shall be limited
               to:

          (ii) Payment immediately upon Executive's Termination of Service of
               any previously unpaid Base Salary;

         (iii) Performance of Company obligations with respect to Executive's
               exercise of any stock options or other rights previously granted
               to Executive under any Company Long-Term Incentive Plan provided
               such options or other rights have vested as of the date of the
               termination of executive's service in accordance with any
               agreement between the Company and Executive covering such options
               or other rights.

6.   MITIGATION AND OFFSET REQUIREMENTS

     Executive shall not be required to mitigate the amount of any benefit
     provided for in this Agreement by actively seeking alternative employment
     during the period in which such benefits are paid. In addition, except as
     provided for in Paragraph 8 hereof, Executive shall not be required to
     offset any such benefits provided for in this Agreement by amounts earned
     as a result of Executive's employment or self-employment during the period
     in which Executive is entitled to receive such benefits.

7.   ADDITIONAL RIGHTS UPON A CHANGE OF CONTROL

     In addition to Executive's rights to effect a Constructive Termination of
     Service within  twelve (12) months upon a Change of Control, the Term of
     this Agreement shall be automatically extended through the close of
     business twenty-four (24) months following the effective date of any Change
     of Control.

8.   BREACH OF CONFIDENTIALITY OR ENTERING INTO A DIRECT COMPETITION
     
a.   DURING THE AGREEMENT PERIOD

     During the period in which this Agreement remains in force and while
     Executive is entitled to receive any benefits under this Agreement,
     Executive shall not, without prior written consent of the Board or pursuant
     to and consistent with the order of any court, legislative body or
     regulatory agency, (a) engage directly or indirectly 

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     (including by way of example only, as a principal, partner, venturer, 
     employee or  agent) nor have any direct or indirect interest, in any 
     business which competes with Company or its Enterprises in any material 
     way, (b) disclose to any third party,  either directly or indirectly, 
     any non-public information regarding the Company's or its Enterprises' 
     business, customers, financial condition, strategies or operations the 
     disclosure of which could possibly harm the Company or its Enterprises 
     in any material way.  Clause (a) above shall not apply to any 
     investment by Executive in the stock of a publicly-traded corporation, 
     provided such investment constitutes less than five percent (5%) of 
     such corporation's voting shares. 
     
     In the event that, Executive violates clauses (a) or (b) above, 
     Executive's rights to any benefits under this Agreement shall 
     immediately terminate.  

b.   UPON TERMINATION OF AGREEMENT

     It is understood and agreed that the nature of the methods employed in
     Company's Agreement shall be made in the event of Executive's death 
     prior to the distribution of all benefits due Executive under this 
     Agreement. Each beneficiary designation shall be effective only when 
     filed in writing with the Company during Executive's lifetime. If 
     Executive designates more than one beneficiary, distributions of cash 
     payments shall be made in equal proportions to each beneficiary unless 
     otherwise provided for in Executive's beneficiary designation.

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     The filing of a new beneficiary designation shall cancel all designations 
previously filed. Any finalized marriage or divorce (other than common law 
marriage) of Executive subsequent to the date of filing a beneficiary 
designation shall revoke such designation unless (a) in the case of divorce, 
the previous spouse was not designated as beneficiary, and (b) in the case of 
marriage, Executive's new spouse had previously been designated as 
beneficiary. Executive's Spouse shall join in any designation of a 
beneficiary other than Executive's Spouse.

     If Executive fails to designate a beneficiary as provided for above, or 
if the beneficiary designation is revoked by marriage, divorce or otherwise 
without execution of a new designation, or if the beneficiary designated by 
Executive dies prior to distribution of the benefits due Executive under this 
Agreement, the Board of Directors of the Company shall direct the 
distribution of any benefits due under this Agreement to Executive's estate.

10.   SUCCESSORS

                Except as provided for in Paragraph 9 above, the rights and 
duties of a party hereunder shall not be assignable by that party provided, 
however, that this Agreement shall be binding upon and shall inure to the 
benefit of any successor of the Company, and any such successor shall be 
deemed substituted for the Company under the terms of this Agreement. The 
term successor as used herein shall include any person, firm, corporation or 
other business entity which at any time, by merger, purchase or otherwise, 
acquires substantially all of the assets or business of the Company.

11.  ATTORNEYS' FEES

a.     SUBSEQUENT TO ANY CHANGE OF CONTROL

     Subsequent to any Change of Control, in any action at law or in equity 
     brought by either party hereto to enforce any of the provisions or 
     rights under this Agreement, the Company, in addition to bearing its own
     expenses, shall pay to Executive all costs, expenses and reasonable 
     attorneys' fees incurred therein by Executive (including without 
     limitation such costs, expenses and fees on any appeals), and if 
     Executive shall recover judgment in any such action or proceeding, such
     costs, expenses and attorneys' fees shall be included as part of such 
     judgment.

b.     PRIOR TO ANY CHANGE OF CONTROL

     Prior to any Change of Control, in any action at law or in equity to 
     enforce  any of the provisions or rights under this Agreement, the 
     unsuccessful party to such litigation, as 

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     determined by the Court in a final judgment or decree, shall pay the
     successful party or parties all costs, expenses and reasonable 
     attorneys' fees incurred therein by such party or parties (including 
     without limitation such costs, expenses and fees on any appeals), and if 
     such  successful party or parties shall recover judgment in such action 
     or proceeding, such costs, expenses and attorneys' fees shall be 
     included as part of such judgment.

     Notwithstanding the foregoing provisions, in no event prior to a Change 
of Control shall the successful party or parties be entitled to recover an 
amount from the unsuccessful party or parties for costs, expenses and 
attorneys' fees that exceeds the costs, expenses and attorneys' fees incurred 
by the unsuccessful party in connection with the action or proceeding.


12.        ARBITRATION

     Company and Executive agree with each other that any claim of Executive 
arising out of or relating to this Agreement or the breach of this Agreement 
or Executive's employment by Company, including, without limitation, any 
claim for compensation due, wrongful termination and any claim alleging 
discrimination or harassment in any form shall be resolved by binding 
arbitration, except for claims in which injunctive relief is sought and 
obtained.  The arbitration shall be administered by the American Arbitration 
Association under its Commercial Arbitration Rules at the American 
Arbitration Association Office nearest Executive's place of employment.  The 
award entered by the arbitrator shall be final and binding in all respects 
and judgment thereon may be entered in any Court having jurisdiction.

13.   ENTIRE AGREEMENT

     With respect to the matters specified herein, this Agreement contains 
the entire agreement between the Company and Executive and supersedes all 
prior written agreements, understandings and commitments between the Company 
and Executive. No amendments to this Agreement may be made except through a 
written document signed by the Executive and approved in writing by the 
Company's Board.

14.   VALIDITY

     In the event that any provision of this Agreement is held to be invalid, 
void or unenforceable, the same shall not affect, in any respect whatsoever, 
the validity of any other provision of this Agreement.

15.    PARAGRAPHS AND OTHER HEADINGS

     Paragraphs and other headings contained in this Agreement are for 
reference purposes only and shall not affect in any way the meaning or 
interpretations of this Agreement.

16.   NOTICE

     Any notice or demand required or permitted to be given under this 
Agreement shall be made in writing and shall be deemed effective upon the 
personal delivery thereof if delivered or, if mailed, forty-eight (48) hours 
after having been deposited in the United States mail, postage prepaid, 

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and addressed, in the case of the Company, to the attention of the Board of 
Directors at the Company's then principal place of business, presently 2209 
W. 1st Street, Suite 113, Tempe, Arizona, 85281 and, in the case of 
Executive, to ________________________. Either party may change the address 
to which such notices are to be addressed to it by giving the other party 
notice in the manner herein set forth.

17.   RIGHT OF EMPLOYMENT

     Nothing stated or implied by this Agreement shall prevent the Company 
from terminating the Service of Executive at any time nor prevent Executive 
from voluntarily terminating Service at any time.

18.   WITHHOLDING TAXES AND OTHER DEDUCTIONS

     To the extent required by law, the Company shall withhold from any 
payments due Executive under this Agreement any applicable federal, state or 
local taxes and such other deductions as are prescribed by law or Company 
policy.

19.   APPLICABLE LAW
     
     To the full extent controllable by stipulation of the Company and 
Executive, this Amendment shall be interpreted and enforced under Arizona law.

     IN WITNESS WHEROF, the Company has caused this Agreement to be executed 
by its duly authorized representative(s) and Executive has affixed his 
signature as of the date first written above.

     EXECUTIVE                          GAMETECH INTERNATIONAL, INC.
     
     
     
     ------------------------
     RICHARD H. IRVINE

                                   BY:
                                       ----------------------
     
                                   NAME:
                                         --------------------
     
                                   TITLE:
                                          ---------------------

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