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                                                               EXHIBIT 10.5

N.W. OREGON BUSINESS 
BANKING CENTER 
8625 S.W Cascade Avenue, Suite 400 
Beaverton, OR 97008 
October 8, 1997

Mr. Kent Koski
Vice President Finance & Administration
ThrustMaster, Inc.
7175 NW Evergreen Parkway #400
Portland, Oregon 97124

Dear Kent,

I am pleased to advise you that United States National Bank of Oregon has 
approved your request for a short term increase in your revolving line of 
credit subject to the following terms and conditions:

    BORROWER:                          ThrustMaster, Inc.

OPERATING LINE OF CREDIT 

    MAXIMUM LOAN AMOUNT:               Increase to $5,000,000 until 1/31/98.

    PURPOSE:                           General corporate purposes and to 
                                       support letters of credit.

    INTEREST RATE:                     OPTION 1

                                       Fully floating variable interest rate
                                       equal to U.S. Bank's prime rate.

                                       OPTION 2

                                       LIBOR plus 250 basis points.  1, 2, 3 
                                       or 6 month terms.  Minimum advance 
                                       amount $250,000.  Advances over 
                                       $250,000 shall be in increments of 
                                       $100,000.  No prepayment is allow on 
                                       LIBOR indexed loans.

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ThrustMaster, Inc.
October 8, 1997

                                       RATES TIED TO PRIME: Prime tied rates 
                                       are floating rates, adjusted the same 
                                       day as any change in Bank's prime 
                                       rate.

                                       LIBOR:  The LIBOR rate is the rate 
                                       per annum established by Lender as 
                                       its LIBOR rate, based on a 
                                       determination of the rate of interest 
                                       at which U. S. dollar deposits would 
                                       be offered to U.S. Bank in the London 
                                       interbank market at approximately 
                                       11:00 a.m. London time two business 
                                       days prior to the effective date of 
                                       the rate (adjusted for reserves, if 
                                       any).

                                       REQUIRED NOTICE:  Two business-days' 
                                       notice is required on LIBOR advances. 
                                       For example, rates quoted today would 
                                       be effective for an advance made two 
                                       business days later.

                                       TIME ALLOCATED FOR DECISION:  LIBOR 
                                       interest rate quotes may be obtained 
                                       from Lender between 8:00 a.m. and 
                                       10:00 a.m. and must be accepted by 
                                       10:00 a.m. Rates quoted are for rates 
                                       which are to become effective two 
                                       business days later.

                                       ELECTION/MATURITY:  Borrower will 
                                       notify Bank in writing of its 
                                       election to advance funds under the 
                                       LIBOR option.  Notification will 
                                       include the amount to be advanced, 
                                       the term of the advance, and must be 
                                       signed by an officer of the company.  
                                       Any amounts advanced under an LIBOR 
                                       option shall at maturity, roll into 
                                       the Prime Tied Option.

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ThrustMaster, Inc.
October 8, 1997

                                       All interest under both rate options 
                                       described above shall be computed on 
                                       the basis of a 360-day year and the 
                                       actual number of days elapsed.

    MATURITY DATE:                     Payable on demand.

    REPAYMENT:                         Principal and interest payable on demand.
                                       Interest payable monthly in absence of 
                                       demand.

    LOAN FEE:                          Non-refundable upfront loan fee of 1/8% 
                                       of $4,000,000, prorated 4 months 
                                       ($1,667).

    COLLATERAL:                        Perfected first priority security 
                                       interest in all of Borrower's now 
                                       owned and hereafter acquired accounts 
                                       receivable, inventory and equipment.

                             OPERATING REQUIREMENTS

1.  60% advance against eligible A/R to 30 days past due.

2.  Definition of Ineligible A/R includes (but is not limited to) the
    following:

    -    All invoices aged beyond 30 days past due.

    -    Inter or related company sales.

    -    Sales exceeding debtor credit limits established by Bank at its sole
         discretion on concentration accounts which equal or exceed $1,000,000.

    -    Foreign accounts.  Canadian accounts are eligible.

3.  Borrower's certificates are to be provided to U.S. Bank on a monthly basis,
    as of month end.

4.  Summary account receivable agings and accounts payable aging to be provided
    to U.S. Bank on monthly basis.

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ThrustMaster, Inc.
October 8, 1997

5.  Collateral exam may be required annually.

6.  Account debtor address listing to be provided annually.

THE ABOVE OPERATING REQUIREMENTS WILL APPLY ONLY UNTIL JANUARY 31, 1998.  
AFTER THAT DATE THE OPERATING REQUIREMENT IN THE LETTER OF UNDERSTANDING 
DATED JUNE 19, 1997 WILL APPLY.

                            FINANCIAL REPORTING

1.  Annual CPA audited financial statement within 120 days after the end of
    each fiscal year.

2.  Quarterly company prepared financial statements, within 30 days after the
    end of each calendar quarter.

                      GENERAL TERMS AND CONDITIONS

1.  PRIME RATE:  U.S. Bank's prime rate is the rate of interest which U.S. Bank
    from time to time establishes as its prime rate and is not, for example,
    the lowest rate of interest which U.S. Bank collects from any borrower or
    class of borrowers.

2.  LOAN ADVANCES:  Advances may be requested by Borrower from time to time in
    accordance with the terms of the promissory note.  All advances shall be
    made at the sole option of U.S. Bank.  U.S. Bank may decline to make any
    advance and may terminate the availability of advances at any time.

3.  INSURANCE:  Borrower shall maintain insurance in such amounts and covering
    such risks as U.S. Bank shall require.

4.  FINANCIAL REPORTING:  At any time requested by U.S. Bank, Borrower shall
    furnish any additional information regarding Borrower's financial condition
    and business operations that U.S. Bank requests.  This information may
    include, but is not limited to, financial statements, tax returns, lists of
    assets and liabilities, agings of receivables and payables, inventory
    schedules, budgets and forecasts.

5.  LOAN DOCUMENTATION:  Borrower shall deliver to U.S. Bank duly executed
    promissory notes, deeds of trust, mortgages, security agreements, financing
    statements, loan agreements, guaranties, borrower authorizations, attorney

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ThrustMaster, Inc.
October 8, 1997

    opinion letters and other documents ("Loan Documents") as required by U.S.
    Bank in form and substance satisfactory to U.S. Bank and its counsel.

6.  NON-ASSIGNABLE:  This credit accommodation may not be assigned by Borrower. 
    No  guarantor or any third party is intended as a third-party beneficiary
    or has any right to rely hereon.

7.  ARBITRATION:  Borrower and U.S. Bank hereby agree to be bound by the terms
    of the Arbitration clause attached hereto as Exhibit A.

8.  EXPENSES:  Borrower shall reimburse U.S. Bank for all out-of-pocket
    expenses incurred in connection with this credit accommodation upon demand,
    whether or not this transaction closes or is funded.  Such expenses shall
    include, without limitation, attorney fees, title insurance fees, travel
    costs, examination expenses, and filing fees.

9.  EXPIRATION DATE:  This offer will expire on October 31, 1997.

10. ACCESS LAWS:  Without limiting the generality of any provision of this
    agreement requiring Borrower to comply with applicable laws, rules, and
    regulations, Borrower agrees that it will at all times comply with
    applicable laws relating to disabled access including, but not limited to,
    all applicable titles of the Americans with Disabilities Act of 1990.

This letter summarizes certain principal terms and conditions relating to the 
loan and supersedes all prior oral or written negotiations, understandings, 
representations and agreements with respect to the loan.  However, the Loan 
Documents will include additional terms, conditions, covenants, 
representations, warranties and other provisions which U.S. Bank customarily 
includes in similar transactions or which US Bank determines to be 
appropriate to this transaction. Except to the extent modified by any other 
agreement, all terms, condition, covenants and other provisions of this 
letter shall remain in effect until the revolving line of credit (including 
any renewals, extensions or modifications) is terminated and the loan balance 
is paid in full, and by signing below, Borrower agrees to comply with all 
such provisions.

In addition to the events of default in any Loan Document, any failure to 
comply with any term, condition or obligation in this letter shall constitute 
an event of default under each of the Loan Documents.  The provisions of this 
letter shall survive the closing of the loan and the execution and delivery 
of the Loan Documents.  In the event of a conflict between this letter and 
the Loan Documents, the terms of the Loan Documents shall control.

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ThrustMaster, Inc.
October 8, 1997


UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS 
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE 
NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE 
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED 
BY THE LENDER TO BE ENFORCEABLE.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO 
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER 
WASHINGTON LAW.

If the above terms and conditions are acceptable to you, please sign, date 
and return the acknowledgment copy of this letter on or before the Expiration 
Date.

Sincerely,

/s/ Debbie Sidley

Debbie Sidley
VP & Commercial Account Office;
526-6018
    
Borrower hereby accepts U.S. Bank's offer to extend credit on terms and 
conditions stated above.  Borrower hereby agrees to the Arbitration clause 
set forth in Exhibit A attached hereto.

ThrustMaster, Inc.


By: /s/ Kent Koski
Title:   VP - Finance
Date:    10/17/97 

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                                EXHIBIT A

ARBITRATION.  U.S. Bank and Borrower agree that all disputes, claims and 
controversies between them, whether individual, joint, or class in nature, 
arising from this letter or the revolving line of credit or otherwise, 
including without limitation contract and tort disputes, shall be arbitrated 
pursuant to the Rules of the American Arbitration Association, upon request 
of either party. No act to take or dispose of any collateral securing any 
loan shall constitute a waiver of this arbitration agreement or be prohibited 
by this arbitration agreement.  This includes, without limitation, obtaining 
injunctive relief or a temporary restraining order; foreclosing by notice and 
sale under any deed of trust or mortgage; obtaining a writ of attachment or 
imposition of a receiver; or exercising any rights relating to personal 
property, including taking or disposing of such property with or without 
judicial process pursuant to Article 9 of the Uniform Commercial Code.  Any 
disputes, claims, or controversies concerning the lawfulness or 
reasonableness or any act, or exercise of any right, concerning any 
collateral securing any loan, including any claim to rescind, reform, or 
otherwise modify any agreement relating to the collateral securing any loan, 
shall also be arbitrated, provided however that no arbitrator shall have the 
right or other power to enjoin or restrain any act of any party. Judgment 
upon any award rendered by any arbitrator may be entered in any court having 
jurisdiction.  Nothing herein shall preclude any party from seeking equitable 
relief from a court of competent jurisdiction.  The stature of limitations, 
estoppel, waiver, laches, and similar doctrines which would otherwise be 
applicable in an action brought by a party shall be applicable in any 
arbitration proceeding, and the commencement of an arbitration proceeding 
shall be deemed the commencement of any action for these purposes.  The 
Federal Arbitration Act shall apply to the construction, interpretation, and 
enforcement of this arbitration provision.