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                                                                     EXHIBIT 4.1

                      WELLS-GARDNER ELECTRONICS CORPORATION
                           EXECUTIVE STOCK AWARD PLAN


SECTION 1. PURPOSE AND NUMBER OF SHARES.

     The purpose of the Wells-Gardner Electronics Corporation Executive Stock
     Award Plan is:

          (a)  to increase the proprietary interest in the Company of those Key
               Employees whose responsibilities and decisions directly affect
               the performance of the Company;

          (b)  to provide rewards for those Key Employees who make contributions
               to the success of the Company; and

          (c)  to attract and retain persons of superior ability as Key
               Employees of the Company.

          (d)  a maximum of 300,000 shares of Wells-Gardner stock will be
               allocated to the Plan.

SECTION 2. DECISIONS.

     "AWARD" means an award of Restricted Stock granted to any Key Employee in
     accordance with the provisions of the Plan.

     "BOARD" means the Board of Directors of the Company.

     "COMMITTEE" means the Compensation Committee appointed by the Board to
     Administer the Plan pursuant to Section 4 hereof.

     "COMPANY" means Wells-Gardner Electronics Corporation and its successors
     and assigns.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
     time to time.

     "KEY EMPLOYEE" means an officer or other key employee of the Company who,
     in the judgment of the Committee, is responsible for or contributes to the
     management growth, technology or profitability of the business.

     "PLAN" means the Wells-Gardner Electronics Corporation Executive Stock
     Award Plan.

     "RESTRICTED STOCK" means Stock delivered under the Plan subject to the
     requirements of Section 7 hereof and such other restrictions as the
     Committee deems appropriate or desirable.

     "STOCK" means the common stock ($1.00 par value) of the Company.

     "TOTAL DISABILITY" means the complete and permanent inability of a Key
     Employee to perform substantially all of his or her duties under the terms
     of his or her employment with the Company as determined by the Committee
     upon the basis of such evidence, including independent medical reports or
     data, as the Committee deems appropriate or necessary.



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SECTION 3. EFFECTIVE DATE.

     The effective date of the Plan shall be April 25, 2000, subject to approval
     of the Plan by the Company's stockholders. Notwithstanding anything in the
     Plan to the contrary, if the Plan shall have been approved by the Board
     prior to such stockholder approval, Key Employees may be selected and Award
     criteria may be determined and Awards may be made as provided herein
     subject to subsequent stockholder approval.

SECTION 4. PLAN ADMINISTRATION.

     (a)  COMMITTEE. The Plan shall be administered by the Compensation
          Committee of the Board.

     (b)  POWERS. The Committee is authorized, subject to the provisions of the
          Plan, to establish such rules and regulations as it deems necessary or
          advisable for the proper administration of the Plan and to take such
          other action in connection with or in relation to the Plan as it deems
          necessary or advisable. Each decision made or action taken pursuant to
          the Plan, including interpretation of the Plan and the Awards granted
          hereunder by the Committee, shall be final and conclusive for all
          purposes and upon all persons, including without limitation, the
          Company, the Committee, the Board, Key Employees and their respective
          successors in interest.

     (c)  INDEMNIFICATION. No member or former member of the Committee or the
          Board shall be liable for any action or determination made in good
          faith with respect to the Plan or any Award granted under it. Each
          member or former member of the Committee or the Board shall be
          indemnified and held harmless by the Company against all costs and
          expenses (including counsel fees) and liability (including any sum
          paid in settlement of a claim with the approval of the Board) arising
          out of any act or omission to act in connection with the Plan unless
          arising out of such member's own fraud or bad faith. Such
          indemnification shall be in addition to any rights of indemnification
          the members or former members may have as directors or under the
          by-laws of the Company.

     (d)  INDEPENDENT ADVISORS. The Committee may employ such independent
          professional advisors, including without limitation independent legal
          counsel and counsel regularly employed by the Company, consultants and
          agents as the Committee may deem appropriate for the administration of
          the Plan and may rely upon any opinion received from any such counsel
          or consultant and any computations received from any such consultant
          or agent. All expenses incurred by the Committee in interpreting and
          administering the Plan, including without limitation meeting fees and
          expenses and professional fees, shall be paid by the Company.

SECTION 5. PARTICIPATION.

     Participation in the Plan shall be limited to Key Employees who have
     received written notification from the Committee, or from a person
     designated by the Committee, that they have been selected to participate in
     the Plan. No employee shall at any time have any right to be selected to
     participate in the Plan. No Key Employee having been granted an Award shall
     have any right to be granted an additional Award in the future. Neither the
     Plan nor any action taken


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     thereunder shall be construed as giving any Key Employee any right to be
     retained in the employ of the Company. The right and power of the Company
     to dismiss or discharge any Key Employee, with or without cause, is
     specifically reserved.

SECTION 6. AWARD GRANTS AND AGREEMENTS.

     (a)  AWARDS. The President of the Company may recommend Key Employees to
          participate in the Plan, and may recommend the timing, amount and
          restrictions, if any, and other terms and conditions of an Award,
          subject to the terms of the Plan. The Committee, in its sole
          discretion, has the authority to grant Awards under the Plan, which
          may be made in accordance with the recommendations of the President or
          otherwise.

     (b)  AGREEMENTS. Each Award shall be evidenced by a written Award
          Agreement, in a form adopted by the Committee. Each Award Agreement
          shall be subject to and incorporate the express terms and conditions,
          if any, required by the Plan, and contain such restrictions, terms and
          conditions as the Committee may determine.

SECTION 7. RESTRICTED STOCK.

     (a)  CUSTODY OF SHARES.

          (i)  Each certificate representing shares of Restricted Stock issued
               pursuant to an Award shall be registered in the name of the Key
               Employee and held, together with a stock power endorsed in blank,
               by the Company. Unless and until such shares of Restricted Stock
               fail to vest and are forfeited as provided herein, the Key
               Employee shall be entitled to vote all such shares of Restricted
               Stock and receive all cash dividends, if any, with respect
               thereto. All other distributions with respect to such Restricted
               Stock, including, but not limited to, Stock received as a result
               of a stock dividend, stock split, combination of shares or
               otherwise, shall be retained by the Company in escrow. Each
               certificate of Restricted Stock issued pursuant to an Award shall
               bear the following (or similar) legend:

                    "The transferability of this certificate and of the shares
                    of Common Stock represented hereby are subject to the terms
                    and conditions (including vesting) contained in the
                    Wells-Gardner Electronics Corporation Executive Stock Award
                    Plan and an Award Agreement entered into between the
                    registered owner and Wells-Gardner Electronics Corporation.
                    A copy of such Plan and Award Agreement is on file in the
                    office of the Secretary of Wells-Gardner Electronics
                    Corporation."

               In lieu of the foregoing, the Company may issue stop transfer
               instructions to its transfer agent or take such other steps as
               are necessary to preclude the transfer of Restricted Stock.

          (ii) Certificates representing shares of Restricted Stock which have
               become vested pursuant to Section 7 hereof and which have been
               held by the Company shall be


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               delivered by the Company to the Key Employee (or the Key
               Employee's legal representative) in the form of a freely
               transferable certificate, without legend (provided that the Key
               Employee is not an "affiliate" of the Company within the meaning
               of Rule 405 adopted pursuant to the Securities Act of 1933, as
               amended) promptly after becoming vested, provided, however, that
               the Company need not deliver such certificates to a Key Employee
               until the Key Employee has paid or caused to be paid all taxes
               required to be withheld pursuant to Section 8 hereof.

          (b)  RESTRICTION PERIOD.

               (i)  Vesting Schedule. Except as provided in Section 7(b)(ii) or
                    7(b)(iii) hereof, to the extent that a Key Employee remains
                    continuously employed by the Company, Restricted Stock
                    received as an award shall become vested and shall not be
                    subject to forfeiture in accordance with the following
                    schedule:

                       PERIOD OF EMPLOYMENT                PORTION OF AWARD
                                                               VESTED
                    ------------------------------     -------------------------

                    On or after the second                       40%
                    anniversary date of the
                    award

                    On or after the fifth                       100%
                    anniversary date of the
                    award



               EXCEPT AS PROVIDED IN SECTION 7(B)(II) OR 7(B)(III) HEREOF, UPON
               THE TERMINATION OF A KEY EMPLOYEE'S EMPLOYMENT WITH THE COMPANY,
               FOR ANY REASON WHATSOEVER, ALL REMAINING NONVESTED RESTRICTED
               STOCK RECEIVED BY SUCH KEY EMPLOYEE AS AN AWARD SHALL BE
               IMMEDIATELY FORFEITED.

          (ii) Waiver of Vesting Schedule. Notwithstanding the provisions of
               Section 7(b)(i) hereof, with respect to any Key Employee or group
               of Key Employees, the Committee may elect to waive or accelerate
               the vesting schedule set forth in Section 7(b)(i) hereof, in
               whole or in part, at any time at or after the time an Award is
               granted, based on such corporate, personal or other performance
               criteria as the Committee may determine and require, in its sole
               discretion.

          (iii) Death or Disability. Notwithstanding the provisions of Section
               7(b)(i) hereof, upon a Key Employee's death or Total Disability,
               shares of Restricted Stock shall vest on a pro rata basis,
               comparing the number of years from the date of the Award to the
               date of death or Total Disability. Shares of Restricted Stock
               which do not so vest shall be forfeited to the Company.




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          (c)  RESTRICTIONS.

               Until shares of Restricted Stock have vested in accordance with
               Section 7(b) hereof, an Award shall be subject to the following
               restrictions:

               (i)  Nontransferability. Except as otherwise required by law,
                    Restricted Stock which has not vested may not be sold,
                    assigned, exchanged, transferred, pledged, hypothecated or
                    otherwise disposed of, except to the Company as provided
                    herein.

               (ii) Other Restrictions. The Committee may impose such other
                    restrictions on any Award as it may deem advisable,
                    including without limitation, stop-transfer orders and other
                    restrictions set forth in the terms of the Award Agreement
                    or as the Committee may deem advisable under the rules and
                    regulations, and other requirements of the Securities and
                    Exchange Commission, and any applicable federal or state
                    securities or other laws.

SECTION 8. MISCELLANEOUS.

          (a)  AWARDS NOT CONSIDERED COMPENSATION. No Award made under the Plan
               shall be deemed salary or compensation for the purpose of
               computing benefits under any employee benefit plan or other
               arrangement for the benefit of its employees unless the Company
               shall determine otherwise.

          (b)  ABSENCES. Absence on leave approved by a duly constituted officer
               of the Company shall not be considered interruption or
               termination of employment for purposes of the Plan; provided,
               however, that no Award may be granted to an employee while he or
               she is absent on leave.

          (c)  DELIVERY TO PERSONS OTHER THAN KEY EMPLOYEE. If the Committee
               finds that shares of Restricted Stock are to be delivered under
               the Plan to a Key Employee who is unable to care for his or her
               affairs then any payment due him or her (unless a prior claim
               therefor has been made by a duly appointed legal representative)
               may, if the Committee so directs, be paid to his or her spouse, a
               child, a relative, an institution maintaining or having custody
               of such person, or any other person deemed by the Committee to be
               a proper recipient on behalf of such person otherwise entitled to
               delivery. Any such delivery shall be a complete discharge of the
               liability of the Company therefor.


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          (d)  PLAN COPIES. Copies of the Plan and all amendments,
               administrative rules and procedures and interpretations shall be
               made available to all Key Employees at all reasonable times at
               the Company's headquarters.

          (e)  WITHHOLDING TAXES. The Company may withhold any taxes in
               connection with the Plan that the Company determines it is
               required to withhold under the laws and regulations of any
               governmental authority, whether federal, state or local and
               whether domestic or foreign, including, without limitation, taxes
               in connection with the delivery of shares of Restricted Stock or
               the vesting of Restricted Stock. A Key Employee may elect to
               satisfy such withholding requirements either by (i) delivery to
               the Company of a certified check prior to the delivery of shares
               of Restricted Stock which are vested pursuant to Section 7
               hereof, (ii) instructing the Company to retain a sufficient
               number of shares of Stock to cover the withholding requirements,
               or (iii) instructing the Company to satisfy the withholding
               requirements from the Key Employee's salary.

          (f)  GOVERNING LAW. The Plan and all rights hereunder shall be
               governed by and constructed in accordance with the law of the
               State of Illinois, without giving effect to its rules on
               conflicts of law.

          (g)  KEY EMPLOYEE COMMUNICATIONS. All elections, designations,
               requests, notices, instructions and other communications from a
               Key Employee or other person to the Committee required or
               permitted under the Plan shall be in such form as is prescribed
               from time to time by the Committee and shall be mailed by first
               class or delivered to such location as shall be specified by the
               Committee.

          (h)  BINDING ON SUCCESSORS. The terms of the Plan shall be binding
               upon the Company and its successors and assigns.

          (i)  CAPTIONS. Captions preceding the sections and clauses hereof are
               inserted solely as a matter of convenience and in no way define
               or limit the scope or intent of any provisions hereof.

          (j)  SEVERABILITY. Whenever possible, each provision of the Plan shall
               be interpreted in such manner as to be effective and valid under
               applicable law. If any provision of the Plan or the application
               thereof to any person or circumstances is prohibited by or
               invalid under applicable law, such provision shall be ineffective
               to the minimal extent of such prohibition or invalidity without
               invalidating the reminder of such provision or the remaining
               provisions of the Plan or the application of such provision to
               other persons or circumstances.






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          (k)  DURATION, AMENDMENT AND TERMINATION. The Board may at any time
               amend or terminate this Plan as of any date specified in a
               resolution adopted by the Board. The Plan may also be amended by
               the Committee, provided that all such amendments are reported to
               the Board. Each amendment shall be subject to stockholder
               approval if required by Rule 16b-3 under the Exchange Act or a
               successor rule or regulation. No amendment of the Plan may affect
               an Award theretofore granted under the Plan without the written
               consent of the Key Employee affected. No Award may be granted
               after this Plan has terminated. After the Plan has terminated,
               the functions of the Committee shall be limited to supervising
               the administration of Awards previously granted. Termination of
               the Plan shall not affect any Award previously granted.



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