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                          GAMETECH INTERNATIONAL, INC.

                                  EMPLOYMENT
                                  AGREEMENT

            This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into 
at Tempe, Arizona on this 9TH day of FEBRUARY, 1998 by and between GameTech 
International Inc., a Delaware corporation ("GTI" or the "Company"), and Todd 
Myhre  ("Executive").

                Whereas:

     a.   The Company desires to employ Executive, and;

     b.   Executive is a PART TIME EMPLOYEE for the Company until and including
          MARCH 15, 1998, at which point Executive, on MARCH 16, 1998, will
          become CHIEF EXECUTIVE OFFICER of the Company.  Executive is a PART
          TIME EMPLOYEE for the above referenced 35 DAY period in order to
          familiarize himself with Company operations and procedures as well as
          to attend to his relocation to the Phoenix, Arizona metropolitan area,
          and;

     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, while incorporating by 
          reference the terms and conditions stated in the Offer Sheet formally 
          executed by GameTech and Executive on February 9, 1998.  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 FIRST 35 DAYS of this Agreement, Executive shall be 
employed by the Company as a PART TIME EMPLOYEE, as of March 16, 1998, and 
for the remainder of the term of this Agreement, Executive shall be employed 
by the Company as its CHIEF EXECUTIVE 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").

          While he is CHIEF EXECUTIVE OFFICER of the Company, 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


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and does not materially interfere with effective performance of Executive's 
duties under this Agreement.

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 AND 35 
DAY term (the "Term") beginning on the effective date of this Agreement and 
ending upon the close of business on MARCH 16, 2001. 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  (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), or
          (iii) Executive fails to abide by any part of Company reasonable
          behavior guidelines.  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 not the surviving Corporation; (ii) the liquidation or
          dissolution of the Company; (iii) during any consecutive two year
          period, individuals who at


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          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 thirty PERCENT (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;

          (iv)       A failure by the Chairman of the Board to abide by any
                     part of Company reasonable behavior guidelines.

     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 Executive,
          Executive shall be presumed to be totally and 


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          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, including but not limited to The Satellite Bingo Network,
          LLC.

     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 and during the FIRST
          35 DAYS OF THIS AGREEMENT, Executive shall be paid a salary of 
          TWO-THOUSAND ($2,000.00) dollars, during the remainder of 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, and an automobile allowance as may from
                time to time be provided to other executives of the Company.
                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
                THIRTY (30) days.  Executive is allowed to accrue a maximum of
                SIXTY (60) 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


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                or similar 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, with ten (10) years from the date of grant in
                which to exercise stock options; provided, however, that any
                incentive stock options not exercised prior to the date that is
                ninety (90) days following the date of termination shall
                thereafter convert into non-qualified stock options; 

          (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.


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     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:

          (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, with ONE (1) year from the date of termination 
                in which to exercise stock options; provided, however, that any 
                incentive stock options not exercised prior to the date that is 
                ninety (90) days following the date of termination shall 
                thereafter convert into non-qualified stock options;

          (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 
                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


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                Plan with ONE (1) year from the date of termination in which to 
                exercise stock options; provided, however, that any incentive 
                stock options not exercised prior to the date that is ninety 
                (90) days following the date of termination shall thereafter 
                convert into non-qualified stock options;

          (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 the remaining Term of
                Executive's Base Salary.

     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 with one (1) year from the date of termination 
                in which to exercise stock options; provided, however, that any 
                incentive stock options not exercised prior to the date that is 
                ninety (90) days following the date of termination shall 
                thereafter convert into non-qualified stock options;

          (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,


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

          (iii) Executive shall have one (1) year from the date of termination 
                in which to exercise vested stock options;  provided, however, 
                that any incentive stock options not exercised prior to the 
                date that is ninety (90) days following the date of termination 
                shall thereafter convert into non-qualified stock options;

          (iv)  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

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

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

          (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 between the Company and Executive covering 
                such options or other rights; Executive shall have 30 days 
                after termination in which to exercise any vested options.

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


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     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 for 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
           (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 the 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 business are such that Executive will be placed in a
           close business and personal relationship with the customers of
           Company.  Thus, for a period of TWO (2) year(s) immediately
           following the termination of Executive's employment (or retirement
           by Executive), for any reason whatsoever, so long as Company
           continues to carry on the same or similar business, said Executive
           shall not, for any reason whatsoever, directly or indirectly, for
           him or on behalf of, or in conjunction with, any other person,
           persons, company, partnership, corporation or business entity:

           (i)  call upon, divert, influence or solicit or attempt to call
                upon, divert, influence or solicit any customer or customers of
                Company;


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           (ii)  divulge the names and addresses or any information concerning
                 any customer of Company;

           (iii) own, manage, operate, control, be employed by, participate in 
                 or be connected in any manner with the ownership, management, 
                 operation or control of the same, similar, or related line 
                 of business as that carried on by Company within a radius of
                 twenty-five (25) miles from any then existing or proposed
                 office of Company; and 

           (iv)  make any public statement or announcement, or permit anyone
                 else to make any public statement or announcement that
                 Executive was formerly employed by or connected with Company.

           The covenants set forth herein shall not include any period(s) of
           violation of any covenant or any period(s) of time required for
           litigation to enforce any covenant.  If the provisions set forth are
           determined to be too broad to be enforceable at law, then the area
           and/or length of time shall be reduced to such area and time and
           that shall be enforceable.

9.   DESIGNATION OF BENEFICIARIES

           Executive shall have the right at any time to designate any 
person(s) or trust(s) as beneficiaries to whom any benefits payable under 
this 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.

           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


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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 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 
(including the Offer Sheet attached hereto as Exhibit A) contains the entire 
agreement between the Company and Executive and supersedes all prior written 
agreements, understandings and commitments between the Company and


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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, 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 
West 1st Street, Tempe, Arizona 85281 and, in the case of Executive, to 10115 
PARKWOOD DR. #2, CUPERTINO, CALIFORNIA 95014. 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.


                                      13

<PAGE>

           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                                    COMPANY




   /s/ Todd S. Myhre                   GameTech International, Inc. 
------------------------
     Todd Myhre

                                       By: /s/ Richard T. Fedor
                                           ------------------------------
                                       Name: Richard T. Fedor
                                             ----------------------------
                                       Title: Chairman & CEO
                                              ---------------------------






                                      14

<PAGE>








                                   EXHIBIT A








<PAGE>

                                                         GAMETECH INTERNATIONAL

                                                         2208 W. 1st Street
                                                         Suite 113-114
[GTI LOGO]                                               Tempe, AZ 85287-7245

                                                         Office: (802) 604-1101
                                                         Fax: (602) 804-1403






Mr. Todd Myhre                                                 February 9, 1998
10115 Parkwood Drive, #2
Cupertino, California 95014


Dear Todd:

     Todd, enjoyed our continuous discussions and on behalf of the founders and
directors of GameTech we would like to offer you the position of Chief Executive
Officer with all functions reporting to the Chief Executive Officer. Here's a
summary of what we discussed for the employment package.

     -    Title - From February 9, 1998 until March 15, 1998, you will be a Part
          Time Employee for the Company in order familiarize yourself with
          Company operations and to attend to your relocation to the Phoenix,
          Arizona metropolitan area.  As of March 16, 1998 you will be Chief
          Executive Officer with all functions reporting to the CEO.  As of
          March 16, 1998 you will also be a member of the GameTech Board of
          Directors.  I have already talked to the senior staff emphasizing that
          everyone will be accountable to the new CEO and that person will be
          responsible for performance, salary and bonus recommendations.

     -    Base wage $180,000 per year.

     -    Moving relocation up to $5,000.

     -    Relocation support for a rental apartment up to $2,500 per month for 
          up to six months or use of a corporate apartment.

     -    Auto allowance of $750 per month plus a company gas credit card.

     -    All medical/dental, vacation/discretionary time off (four weeks)
          profit sharing and bonus programs. You will participate in all
          programs the senior executives are currently participating in. We will
          formalize some of these plans this year and base them on performance
          and contributions.

     -    You will receive 600,000 shares of stock options at $6 (six) per share
          based on the closing price of February 9, 1998, vested as follows:

               50,000 shares fully vested at the start of full time employment
               and signing of employment contract.

               50,000 shares fully vested at the end of six months.

               133,000 shares fully vested at the end of one year.

               133,000 shares fully vested at the end of year two.

               234,000 shares fully vested at end of year three.

<PAGE>

     -    I am currently looking at bridge financing for the officers to
          exercise options you will also participate in this upon initiation of
          program as long as you remain an officer of GameTech.

     -    You will participate in the senior management performance bonus and
          stock option program. Your inputs will be sought prior to formalizing
          this program.

     -    In addition we will issue the above options based on GameTech's
          qualified and non-qualified stock option program.  This will have
          favorable tax consequences for the yearly $100,000 worth of stock in
          the qualified program.

     -    A formal written contract will be drafted and both of us will comment
          and review accordingly.

     -    This offer and contract is subject to legal review by your attorney
          and GameTech's attorney.


Todd, I feel we both have tremendous amount to contribute and together with 
the management team you will have the opportunity to continue to enhance the 
success the company has experienced over the last 3 1/2 years.

Looking forward to hearing from you.

Best regards,


/s/ RICHARD T. FEDOR
----------------------------------
Richard T. Fedor
Chairman & Chief Executive Officer