GUARANTY AGREEMENT

     This GUARANTY AGREEMENT (the "Guaranty") is made as of December  9,
1998, by JOHN R. BLOUIN, an  individual ("Blouin"), with a residence  at
56 Carriage  House  Lane, Orland  Park,  Illinois 60467,  and  JAMES  J.
ROBERTS, JR., an  individual with a  residence at  1670 Pheasant  Trail,
Inverness, Illinois 60067  ("Roberts") (Blouin  and Roberts  hereinafter
are  referred  to  as  the  "Guarantor"),  in  favor  of   WELLS-GARDNER
ELECTRONICS CORPORATION, an Illinois corporation, with an office at 2701
North Kildare Avenue, Chicago, Illinois 60639 ("Secured Party").

                        Preliminary Statements:

     A.  As  of the date  of this Guaranty,  James Industries, Inc.,  an
Illinois corporation  ("Industries"),  Roberts and  Blouin  (Industries,
Blouin and  Roberts  hereinafter are  referred  to collectively  as  the
"Debtors"), and the Secured Party have entered into a Note of even  date
herewith (the "Note").

     B.  Pursuant  to the  Note and Loan  Documents (as  defined in  the
Note), the Secured  Party has  agreed to  extend credit  to the  Debtors
conditioned upon the Guarantor's agreement  to execute and deliver  this
Guaranty to the Secured Party.

     C. The  Guarantor  has  independently  determined  that  execution,
delivery, and performance of this Guaranty will directly benefit it  and
is in the best interests of the Guarantor.

     NOW, THEREFORE, in consideration of these background recitals,  and
for other good and valuable  consideration, the receipt and  sufficiency
of which  are hereby  acknowledged, and  intending to  be legally  bound
hereby, the Guarantor and the Secured Party agree as follows:

1.   Reference to the Note and the Loan Documents.

     (A)  Reference is  hereby made to the  Note and the Loan  Documents
for a statement of the terms and conditions thereof.

     (B)   All capitalized  terms utilized  in this  Guaranty which  are
defined in the  Note or  the Loan  Documents and  not otherwise  defined
herein shall have the meanings assigned to them in the Note or the  Loan
Documents.

2.   Guaranty of Payment and Performance; Indemnification.

     (A)     The   Guarantor   hereby   irrevocably,   absolutely,   and
unconditional guarantees  and becomes  surety for  the full  and  prompt
payment to  the  Secured Party  when  due, whether  by  acceleration  or
otherwise, of any  and all indebtedness  of the Debtors  to the  Secured
Party arising  out  of  the Note,  including,  without  limitation,  all
extensions, renewals, and replacements of such indebtedness:

          (i)   Whether such  indebtedness is  for principal,  interest,
fees, costs, expenses, or otherwise;
<PAGE>
          (ii)   whether  such indebtedness exists  now or is  hereafter
incurred; and

          (iii) whether such indebtedness is direct, related, unrelated,
similar, dissimilar, primary, absolute, secondary, contingent,  secured,
unsecured, matured, or unmatured.

     (B)      The   Guarantor   hereby   irrevocably,   absolutely   and
unconditionally guarantees and becomes surety for the due, full, prompt,
and unconditional performance of all present and future obligations  and
agreements of every  kind of the  Debtors to or  with the Secured  Party
arising out of the note or the other Loan Documents.  The  indebtedness,
obligations and agreements enumerated in Sections  2(A) and (B) of  this
Guaranty shall be collectively referred to herein as the "Obligations".

     (C)  The Guarantor hereby acknowledges and agrees that:

          (i)   although applicable  bankruptcy or  insolvency laws  may
relieve all or part  of the Debtor's  obligations for interest,  default
interest, fees, costs, or expenses under the Note or the Loan  Documents
or otherwise,  the  Guarantor  shall continue  to  be  liable  for  such
obligations as  if  bankruptcy or  insolvency  of the  Debtors  had  not
occurred;

          (ii)  the Obligations of the Guarantor under this Guaranty may
exceed allowable obligations of the Debtors  to the Secured Party  under
such bankruptcy and insolvency laws; and

          (iii) to this extent, the Guarantor's liability to the Secured
Party hereunder may not be co-extensive  with the Debtor's liability  to
the Secured Party under the Note, the Loan Documents or otherwise.

3.   Nature of Guaranty; Termination.

     (A)   This Guaranty  is a  continuing guaranty  of the  Obligations
(irrespective of the  aggregate amount  hereof), independent  of and  in
addition  to  any   other  guaranty,   endorsement,  surety   agreement,
collateral, or  other  agreement  held by  the  Secured  Party  for  the
Obligations or any  party thereof, whether  executed or  granted by  the
Guarantor or otherwise.  The liability of the Guarantor hereunder  shall
be absolute and unconditional irrespective of, and the Guarantor  waives
any defense  which  may  otherwise  act  as a  result  of,  any  of  the
following;

          (i)  any lack of validity or enforceability of the Note or any
Loan Documents or any other document, agreement, or writing creating  or
evidencing any of  the Obligations, including,  without limitation,  the
lack of validity or enforceability of all or any portion of any liens or
security interests securing all or any part of the Obligations; or

          (ii) any  event  or  circumstance which  might  operate  under
applicable law to discharge the liability of the Guarantor hereunder  or
might otherwise constitute or  give rise to a  defense available to  the
Debtors,  the  Guarantor,  or  any  other   guarantor  of  any  of   the
Obligations.
<PAGE>
     (B)  This Guaranty is a guaranty of payment, not of collection.

     (C)  This Guaranty shall remain in full force and effect until  all
of the Obligations and  other fees, costs, and  expenses payable by  the
Guarantor pursuant to Section  4 hereof have been  paid or performed  in
full and the Secured  Party has no further  obligation or commitment  to
the Debtors to  advance funds under  the Note or  the Loan Documents  or
otherwise.  This  Guaranty shall continue  to be effective  or shall  be
reinstated, as the case may be, if at any time any payment of any of the
Obligations is  rescinded, voided,  or rendered  void or  voidable as  a
preferential transfer, impermissible  set-off, or fraudulent  conveyance
or must otherwise be returned or  disgorged by the Secured Party, as  if
such rescinded, avoided, voided, or voidable payment had not been made.

4.   Costs and Expenses.

     The Guarantor agrees to pay on demand all fees, costs, and expenses
of every kind  incurred by  the Secured  Party for  any purpose  arising
from, relating to, or in connection with the Obligations, the Debtor, or
this Guaranty, including, without limitation, fees, costs, and  expenses
incurred by  the Secured  Party in  enforcing this  Guaranty,  including
without  limitation  attorney's  fees  and  costs,  and  collecting  any
Obligations from the Debtors or the  Guarantor, or in realizing upon  or
protecting the Collateral or any collateral securing all or any part  of
the Obligations or this Guaranty.

5.   Waivers of the Guarantor.

     (A)  The Guarantor hereby agrees that the Guarantor shall not have,
and hereby expressly waives forever:

          (i)  any right to require promptness and diligence on the part
of the Secured Party;

          (ii)  any  right  to   receive  notices,  including,   without
limitation, notice  of  the  acceptance  of  this  Guaranty  or  of  the
incurrence of any Obligation by the  Debtor, notice of any action  taken
by the Secured Party or the Debtors pursuant to any document, agreement,
or writing  relating  to the  Obligations,  or notice  of  the  intended
disposition of the Collateral or any collateral securing all or any part
of the Obligations or this Guaranty; and

          (iii) any right  to require the  Secured Party  to advise  the
Guarantor of any information  known to the  Secured Party regarding  the
financial or other condition of the Debtor, the Guarantor  acknowledging
that the  Guarantor  is  responsible  for  being  and  keeping  informed
regarding such condition.
<PAGE>
     (B) The Guarantor hereby agrees that the Guarantor shall not  have,
and hereby expressly waives until after  all of the Obligations and  any
other Obligations  of the  Guarantor under  Section 4  hereof have  been
irrevocably satisfied,  any right  to subrogation,  indemnification,  or
contribution and any other right to payment from or reimbursement by the
Debtor, in connection with  or as a consequence  of any payment made  by
the Guarantor hereunder, any right to enforce any right or remedy  which
the Secured Party has or may hereafter have against the Debtors and  any
benefit of,  and any  right to  participate in,  the Collateral  or  any
collateral securing all or any party  of the Obligations or any  payment
made to the Secured  Party or collection by  the Secured Party from  the
Debtor.

6.   Payment of the Obligations.

     If any Obligations is not paid punctually when due, subject to  any
applicable grace period, including,  without limitation, any  Obligation
due by  acceleration  of  the  maturity  thereof,  the  Guarantor  shall
immediately pay such Obligation or cause  such Obligation to be paid  in
full:

     (A)  without  deduction for  any set-off,  recoupment, defense,  or
counterclaim;

     (B)  without requiring and notwithstanding  the lack of protest  or
notice of nonpayment or default of the Guarantor, either Debtor, or  any
other person;

     (C)  without demand for payment or proof of such demand; and

     (D)  without requiring  and without any obligation  on the part  of
the Secured Party to resort first to the Debtors, to the Collateral,  or
to any collateral securing  all or any part  of the Obligations or  this
Guaranty, or  to any  other guaranty  or endorsement  which the  Secured
Party may hold as security for payment of the Obligations.

7.   Rights and Remedies of the Secured Party.

     (A)  The Guarantor acknowledges and  agrees that the Secured Party
may, without the  consent of,  notice or  demand to,  or reservation  of
rights against  the Guarantor,  and  without affecting  the  Guarantor's
obligations hereunder, from time to time:

          (i) renew, extend, increase,  accelerate, or otherwise  change
the time  for  payment  of,  the  terms of,  or  the  rate  of  interest
applicable to the Obligations or any part thereof;

          (ii)   accept  and hold  collateral  securing payment  of  the
Obligations, or any part thereof, and exchange, enforce, or release  the
Collateral, such collateral, or any part thereof;

          (iii) accept and hold any  endorsement or guaranty of  payment
of  the  Obligations  or  any  part  thereof,  and  partially  or  fully
discharge, release, or substitute the  obligations of any such  endorser
or guarantor, or any person or entity who has pledged any collateral  as
security for payment of the Obligations, or waive any rights or remedies
with respect to any thereof;
<PAGE>
          (iv) partially or  fully discharge  or release,  or waive  any
rights or remedies with respect to, either Debtor;

          (v) dispose of the Collateral  or any collateral securing  all
or any part of the Obligations or  this Guaranty in any manner or  order
as the Secured Party, in its sole discretion, deems appropriate; and

          (vi) determine the manner, amount, and time of application  of
payments and credits to be  made on all or  any part of the  Obligations
(whether for principal, interest, fees, costs, expenses, or  otherwise),
and  apply  such  payments  and  credits  first  to  reduce  Obligations
exceeding the amount of this Guaranty.

     (B)  Upon the occurrence of any Event of Default, the Secured Party
may, at any  time and  from time  to time  without prior  notice to  the
Guarantor, set-off and apply any and  all deposits (general or  special,
time or demand, provisional or final) held and other indebtedness  owing
by the Secured Party to or for  the credit of the Guarantor against  the
Obligations, irrespective of whether the  Secured Party shall have  made
any demand under this Guaranty.  The Secured Party agrees to notify  the
Guarantor after any such set-off and application, provided that  failure
to give such notice  to the Guarantor shall  not affect the validity  of
such set-off and application.

8.   Representations and Warranties of the Guarantor.

     The Guarantor hereby represents and warrants as follows:

     (A)  The execution, delivery, and performance of this Guaranty  are
not in  contravention  of  any  law  or  of  any  indenture,  agreement,
undertaking, or other document to which  the Guarantor is a party or  by
which the  Guarantor or  any of  the Guarantor's  property is  bound  or
affected.

     (B)   This  Guaranty  constitutes the  legal,  valid,  and  binding
obligation of the Guarantor, enforceable  in accordance with its  terms,
except as  enforceability may  be limited  by applicable  bankruptcy  or
insolvency laws and laws affecting creditor's rights generally.

9.   Notices.

     Any notices and other  communications provided for hereunder  shall
be made  by  telegram,  telex,  electronic  transmitter,  overnight  air
courier, or certified or registered mail, return receipt requested,  and
shall be  deemed to  be received  by  the party  to  whom sent  one  (1)
Business Day  after  sending, if  sent  by telegram,  telex,  electronic
transmitter, or overnight air courier, and three (3) Business Days after
mailing, if sent by certified or registered mail.  All such notices  and
other communications to a party shall be addressed to such party at  the
address set forth on the cover page  hereof or to such other address  as
such party may designate for itself in a notice to the other party given
in accordance with this section.

10.  Miscellaneous.

     (A)   "Debtor" and  "Guarantor"  as used  in  this Guaranty  shall
include, respectively:
<PAGE>
          (i) any  successor, individual,  association, partnership,  or
corporation to which all or a substantial part of the business or assets
of either Debtor or the Guarantor shall have been transferred; and

          (ii) any  other corporation  into  which Guarantor  or  either
Debtor (if  the  Debtor  is  a  corporation)  shall  have  been  merged,
consolidated, reorganized or absorbed,  except that the Guarantor  shall
not have the right to assign  its obligations hereunder or any  interest
therein.

     (B)  "Secured Party" shall include  the successors and  assigns of
the Secured Party.

     (C)  The rights and benefits of the Secured Party hereunder  shall,
if the  Secured  Party so  agrees,  inure  to any  party  acquiring  any
interest in the indebtedness or the Obligations, or any part thereof.

     (D)  No course of dealing between the Debtors or the Guarantor  and
the Secured Party,  and no  delay or omission  by the  Secured Party  in
exercising any  right  or  remedy  hereunder  or  with  respect  to  the
Obligations shall operate as a waiver  thereof or of any other right  or
remedy, and no  single or partial  exercise thereof  shall preclude  any
other or further exercise thereof or the exercise of any other right  or
remedy.  All rights and remedies of the Secured Party are cumulative.

     (E)  From time  to time, the Guarantor  shall take such action  and
execute and  deliver to  the Secured  Party such  additional  documents,
instruments, certificates,  and  agreements  as the  Secured  Party  may
reasonably request to effectuate the purposes of this Guaranty.

     (F)   The  provisions  of this  Guaranty  are  independent  of  and
separable from each other,  and no such provision  shall be affected  or
rendered invalid or  unenforceable by virtue  of the fact  that for  any
reason any other such provision may be invalid or unenforceable in whole
or in  part.    If any  provision  of  this Guaranty  is  prohibited  or
unenforceable in any jurisdiction,  such provision shall be  ineffective
in  such  jurisdiction  only  to  the  extent  of  such  prohibition  or
unenforceability, and  such prohibition  or unenforceability  shall  not
invalidate the  balance  of such  provision  to  the extent  it  is  not
prohibited or unenforceable nor render prohibited or unenforceable  such
provision in any other jurisdiction.

     (G) THIS GUARANTY  AND THE TRANSACTIONS  EVIDENCED HEREBY SHALL  BE
GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE WHERE THE
OFFICE OF THE SECURED PARTY IS LOCATED, AS REFLECTED ON THE INITIAL PAGE
HEREOF, WITHOUT REGARD TO PRINCIPLES OF  CONFLICTS OF LAWS, AS THE  SAME
MAY FROM TIME TO TIME BE  IN EFFECT, INCLUDING, WITHOUT LIMITATION,  THE
UNIFORM COMMERCIAL CODE AS IN EFFECT IN SUCH STATE.
<PAGE>
     (H) THE GUARANTOR AND  THE SECURED PARTY AGREE  THAT ANY ACTION  OR
PROCEEDING TO ENFORCE OR ARISING OUT  OF THIS GUARANTY MAY BE  COMMENCED
IN ANY COURT OF ANY STATE IN ANY COUNTY, OR IN THE DISTRICT COURT OF THE
UNITED STATES IN ANY DISTRICT, IN WHICH THE SECURED PARTY HAS AN OFFICE,
AND THE GUARANTOR WAIVES PERSONAL SERVICE  OF PROCESS AND AGREES THAT  A
SUMMONS AND COMPLAINT  COMMENCING AN ACTION  OR PROCEEDING  IN ANY  SUCH
COURT SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF
SERVED BY REGISTERED OR CERTIFIED MAIL TO THE GUARANTOR, OR AS OTHERWISE
PROVIDED BY THE LAWS OF SUCH STATE OR THE UNITED STATES.

     (I) This Guaranty may be executed in any number of counterparts and
by the Secured Party and the Guarantor on separate counterparts, each of
which when so executed  and delivered shall be  an original, but all  of
which shall together constitute one and the same Guaranty.

11.  Waiver of Jury Trial.

     THE GUARANTOR AND THE SECURED  PARTY (BY ACCEPTANCE HEREOF)  HEREBY
KNOWINGLY, VOLUNTARILY, AND  INTENTIONALLY WAIVE ANY  RIGHT TO TRIAL  BY
JURY THE  GUARANTOR OR  THE SECURED  PARTY  MAY HAVE  IN ANY  ACTION  OR
PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE
TRANSACTIONS RELATED  THERETO.   THE GUARANTOR  REPRESENTS AND  WARRANTS
THAT NO REPRESENTATIVE OR  AGENT OF THE  SECURED PARTY HAS  REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE SECURED PARTY WILL NOT, IN THE EVENT OF
LITIGATION, SEEK  TO ENFORCE  THIS  RIGHT TO  JURY  TRIAL WAIVER.    THE
GUARANTOR ACKNOWLEDGES THAT THE SECURED PARTY HAS BEEN INDUCED TO  ENTER
INTO THIS  GUARANTY  BY, AMONG  OTHER  THINGS, THE  PROVISIONS  OF  THIS
SECTION.

12.  Entire Agreement

     This Guaranty, together with the Note and the other Loan Documents,
sets forth the entire understanding of  the parties with respect to  the
subject matter  of this  Guaranty and  supersedes any  other  agreement,
whether oral or written, between the parties with respect to the subject
matter of  this Guaranty,  including, without  limitation, that  certain
Guaranty between the parties dated August 15, 1997.

     IN WITNESS WHEREOF, the  Guarantor has caused  this Guaranty to  be
executed by  a duly  authorized  officer, as  of  the date  first  above
written.


                                   /S/ JOHN R. BLOUIN
                                  JOHN R. BLOUIN, an individual

                                  /S/ JAMES J. ROBERTS, JR.
                                  JAMES J. ROBERTS, JR,, an individual


ACKNOWLEDGED AND ACCEPTED:

WELLS-GARDNER ELECTRONICS CORPORATION

By:  /S/ ANTHONY SPIER

Name:  Anthony Spier
Title:  CEO