VOTING RIGHTS AGREEMENT


     This AGREEMENT dated as of the 9th day of December, 1998, by and
among Randall S. Wells ("Wells"), Anthony Spier ("Spier"), John R.
Blouin ("Blouin"), Wells-Gardner Electronics Corporation, an Illinois
corporation (the "Company"), James Industries, Inc., an Illinois
corporation ("JI"), and James J. Roberts, Jr. individually and as
trustee of the James J. Roberts, Trust, UTA Dated 01-23-91 (collectively
"Roberts");

     WHEREAS, Roberts and Blouin own beneficially all of the outstanding
Capital Stock of JI and Roberts owns beneficially 558,436 of the issued
and outstanding Common Shares of the Company (which Common Shares,
together with any Common Shares of the Company hereafter acquired by
Roberts or JI are hereinafter referred to as "Roberts' Common Shares")
as follows:

          Shareholder              Shares Owned

          James J. Roberts, Jr.              4,800

          James J. Roberts, Jr.            553,636
            as trustee

     WHEREAS, all of such Roberts' Common Shares are pledged to various
pledgees as collateral for loans; and

     WHEREAS, the parties deem it to be in their mutual best interest
and in the best interests of all of the Company's shareholders that an
agreement be entered into concerning the voting of the parties' Common
Shares for directors of the Company; and

     WHEREAS, the Company is entering into a new Sales Representative
Agreement (the "Representative Agreement") with JI, Roberts and Blouin
concurrently with the execution hereof;

     NOW, THEREFORE, in consideration of the premises, mutual covenants
and agreements contained herein, it is hereby agreed as follows:

     1.   Voting For Directors.

     (a)  Until Termination of the Representative Agreement (as
hereinafter defined) or December 31, 2003, whichever shall first occur,
the parties shall vote (and, if applicable, shall direct all pledgees to
vote) their Common Shares of the Company at every election of directors
of the Company, for the election of such slate of nominees as the
nominating committee of the Board of Directors (or if there is no
nominating committee, then such other committee, or the Board of
Directors, as the case may be, performing such function) shall
designate, provided that such slate shall always include Roberts,
Blouin, Wells and Spier (collectively, the "Nominees"), or any of the
Nominees as are willing and able to serve as directors of the Company.
<PAGE>
     (b)  Upon the resignation, death or incapacity of any of the
Nominees, another person shall be designated as set forth below;
provided, however, that, if the designated person is not approved by a
majority of the Board of Directors, another person shall be designated
as set forth below until so approved:

          (i)  Upon the resignation, death or incapacity of Blouin or
     his successor Nominee, then Roberts or his successor Nominee and
     the estate or guardian of Blouin or his successor Nominee shall
     have the right to designate another person as Nominee to replace
     Blouin or his successor Nominee for purposes of paragraph 1(a)
     above;
          (ii) Upon the resignation, death or incapacity of Roberts or
     his successor Nominee, then Blouin or his successor Nominee and the
     estate or guardian of Roberts or his successor Nominee shall have
     the right to designate another person as Nominee to replace Roberts
     or his successor Nominee for purposes of paragraph 1(a) above;

          (iii) Upon the resignation, death or incapacity of Wells
     or his successor Nominee, then Spier or his successor Nominee shall
     have the right to designate another person as Nominee to replace
     Wells or his successor Nominee for purposes of paragraph 1(a)
     above; and

          (iv) Upon the resignation, death or incapacity of Spier or his
     successor Nominee, then Wells or his successor Nominee shall have
     the right to designate another person as Nominee to replace Spier
     or his successor Nominee for purposes of paragraph 1(a) above.

     (c)  In any election of directors in which the number of nominees
exceeds the number of directors to be elected, the parties shall vote
(and, if applicable, shall direct all pledgees to vote) their Common
Shares hereunder in such a manner as to assure the election of the
largest number of Nominees.  If, under the circumstances, less than all
of the Nominees can be elected, the parties shall vote (and, if
applicable, shall direct all pledgees to vote) their Common Shares so
that the greatest number of Nominees (or their replacements as set forth
in paragraph 1(b) above) can be elected in the following order of
priority: Roberts, Spier, Wells, and Blouin.

     (d)  The obligations of the parties under this paragraph 1 shall
terminate with respect to any Common Shares of the Company which they
may transfer in a bona fide sale or exchange for value.

     (e)  The obligations of the parties under this paragraph 1 shall be
suspended during any period when the Common Shares of the Company
subject to the terms of this Agreement amount to less than 5% of the
then issued and outstanding Common Shares of the Company.

     (f)  The obligations of each of the parties under this Agreement
shall also be binding upon any of their transferees, except as otherwise
provided herein.
<PAGE>
     2.   Death.  Within ninety (90) days after the death of each party,
the executor or administrator of any party's estate and the successor
trustee of any party shall notify the Company of the provisions of his
will and the provisions of a trust, if any, governing the distribution
of that party's Common Shares.  Such executor or administrator and
successor trustee and all beneficiaries and heirs, devisees and legatees
of such party, shall be bound by the provisions of paragraph 1 hereof.

     3.   Additional Definition.   "Termination"  of the  Representative
Agreement shall be deemed  to occur if  such agreement terminates  under
paragraph 14 thereof, except that in  the event of a termination of  the
Representative Agreement by the  Company under paragraph 14(c)  thereof,
for purposes of this Agreement, Termination shall be deemed to occur  on
December 31, 2003, or at the end of any additional period for which  the
Representative Agreement  had  then  been  automatically  renewed  under
paragraph 14(a) thereof.

     4.   Endorsement  on   Stock   Certificates.     All   certificates
representing Roberts' Common Shares shall be endorsed as follows:

          "The voting of  the shares represented  hereby are subject  to
          restrictions and  agreements   2contained  in   an  agreement
          dated as  of  December  9, 1998  by  and  among  Wells-Gardner
          Electronics Corporation  and certain  of its  shareholders,  a
          copy of which is on file  with the Secretary of  Wells-Gardner
          Electronics Corporation."

     5.   Termination  and  Amendment.     Anything   to  the   contrary
notwithstanding, this  Agreement shall  terminate  and have  no  further
effect on  the  earlier of  (a)  any act  or  event which  provides  for
termination elsewhere in this Agreement, or  (b) the Termination of  the
Representative Agreement, or (c) December 31, 2003.  This Agreement  may
be altered, amended or terminated (except as otherwise provided  herein)
at any time only pursuant to an agreement in writing, executed by or  on
behalf of the Company, JI and such of the other parties hereto (or their
successors under paragraph 1(b))  who are then  serving as directors  of
the Company.

     6.   Entire Agreement.    This  Agreement  constitutes  the  entire
agreement and final  understanding of the  parties with  respect to  the
subject matter hereof and  supersedes and terminates  any and all  prior
voting agreements,  prior and/or  contemporaneous communications  and/or
agreements between the  parties, whether written  or verbal, express  or
implied, direct or indirect, relating in  any way to the subject  matter
hereof including, but not  limited to the  Voting Agreement dated  April
26, 1994 and the Voting Rights  Agreement dated February 29, 1996,  each
by and between the parties hereto.

     7.   Notices.  All notices, offers and acceptances hereunder  shall
be in  writing  and  shall  be deemed  to  be  communicated  (except  as
otherwise provided herein) when delivered in person or deposited in  the
U.S. mail, postage prepaid, by registered  mail, addressed to the  party
concerned at the address appearing on  the Company's records or at  such
other or additional place as such party may designate by notice given in
accordance with the provisions hereof to the other parties.
<PAGE>
     8.   Benefit.  This Agreement shall  be binding as provided  herein
upon the parties, their heirs, devisees, legatees, beneficiaries,  legal
representatives, successors and assigns.

                             *   *   *   *

     IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.

WELLS-GARDNER
ELECTRONICS CORPORATION            JAMES INDUSTRIES, INC.


By:  /S/  ANTHONY SPIER            By:  /S/ JAMES J. ROBERTS JR.


/S/  ANTHONY SPIER                      /S/ JAMES J. ROBERTS JR.
ANTHONY SPIER                           JAMES J. ROBERTS, JR.


/S/  RANDALL S. WELLS                   /S/ JAMES J. ROBERTS JR.
RANDALL S. WELLS                        JAMES J. ROBERTS, JR., AS
                                        TRUSTEE OF THE JAMES J.
                                        ROBERTS, JR. TRUST UTA
                                        DATED 01-23-91

                                       /S/  JOHN R. BLOUIN
                                       JOHN R. BLOUIN