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                                                                        [LOGO] 
WEST METRO BUSINESS
BANKING CENTER
8625 S.W. Cascade Avenue, Suite 400
Beaverton, OR 97005

                                                                    Exhibit 10.5

May 16, 1996


Mr Kent Koski
Vice President Finance & Administration
Thrustmaster, Inc.
10150 SW Nimbus Ave
Portland, Oregon 97223

Dear Kent,

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

     BORROWER:             Thrustmaster, Inc.

OPERATING LINE OF CREDIT

     MAXIMUM LOAN AMOUNT:  $1,000,000.

     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

                           IBOR plus 250 basis points. 1,2,3 or 6 month terms.
                           Minimum advance amount $250,000. No prepayment is
                           allowed on IBOR indexed loans.

                           Borrower is advised the Bank's IBOR rate is the 
                           rate per annum determined by Bank as the average 
                           rate offered to Bank for U.S. dollar deposits in the 
                           Eurodollar market selected by Bank (adjusted for 
                           required reserves, if any).
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                           Bank's IBOR rates are established as of approximately
                           8:00 a.m. and 10:00 a.m. each business day, and 
                           interest rate quotes may be obtained from Bank 
                           between 8:00 a.m. and 12:00 noon. Quotes based on 
                           rates set as of 8:00 a.m. must be accepted before
                           10:00 a.m.; quotes based on rates set as of 
                           10:00 a.m. must be accepted by 12:00 noon. IBOR 
                           indexed rate quotes are for rates which are to 
                           become effective two business days later.

                           All interest under both options 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 annual loan fee of 1/8%
                           ($1,250).

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

                            OPERATING REQUIREMENTS

1.   75% 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.

     *    Cash or "COD" sales.

     *    Progress billings.

     *    Down payments.

     *    Pre-billings.

     *    Sales on consignment.

     *    Inter or related company sales.

     *    Datings

     *    Employee sales.
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     *    Sales exceeding debtor credit limits established by Bank at its 
          sole discretion on concentration accounts which equal or exceed
          $250,000.

     *    Foreign accounts. Eligible foreign accounts will be considered on a
          case by case basis. Canadian accounts are eligible without support
          by Letters of Credit up to $100,000.

     *    Sales to U.S. Federal Government Agencies, with the exception of 
          Army and Airforce Exchange Services.

     *    Account debtor aging (calculated monthly). If 10% or more of a debtor 
          balance is beyond the defined eligible period, than debtor's entire 
          balance is deemed ineligible.

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.

5.   Collateral exam may be required annually.

6.   Account debtor address listing to be provided annually.

IF THERE ARE NO FUNDS BORROWED DURING THE MONTH OR IF LETTERS OF CREDIT DO 
NOT EXCEED $1,000,000, NO BORROWER'S CERTIFICATE, A/R OR A/P AGING WILL BE 
REQUIRED AT MONTH END.

NON REVOLVING TERM LOAN COMMITMENT

EQUIPMENT AND VEHICLE PURCHASE LINE

     BORROWING LIMIT:      $200,000.00

     PURPOSE:              To assist in the purchase of equipment and vehicles.

     TERMS:                Individual notes written for up to 60 months, 
                           fully amortizing. Maximum advance 80% of invoice.

     INTEREST RATE:        The initial interest rate will be fixed for the 
                           first 3 or 5 years of the Loan at 2.25% per annum in 
                           excess of the Index of the same matching term
                           (described below), rounded to the nearest one eighth 
                           of one percent. The index is the mean average of the 
                           four most recent weekly average yields on U.S. 
                           Government Securities, Treasury Constant Maturities
                           of 3 or 5 years, as reported in the most current
                           available Federal Reserve System H-15 Reports, 15
                           days prior to each Interest Change Date.
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                           For example, the 4 week average of 3 Year Treasuries 
                           as of 5/3/96 was 6.17, so the current rate would be
                           6.17 + 2.25 = 8.42, rounded to the nearest 1/8% = 
                           8.375%. This rate would be fixed for the first 3 
                           years of the loan.

                           Interest is calculated on a 360 day year and the 
                           actual number of days elapsed.

     FEE:                  The greater of 1/2% or $150.00 on each advance.

     COLLATERAL:           1st lien position on equipment, and/or vehicle
                           purchased. Blanket filing on accounts receivable,
                           inventory and equipment as overriding collateral.

                              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.

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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 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 May 31, 1996.

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 summarize 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 U.S. 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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UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER 
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 acknowledgement copy of this letter on or before the 
Expiration Date.

Sincerely

/s/ Debbie Sidley
   -----------------
Debbie Sidley
VP & Commercial Account Officer
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 E. Koski
   --------------------------------

Title: VP - Finance 
      --------------------------

Date:  5/17/95
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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. Judgement 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, intrepration, and 
enforcement of this arbitration provision.