PROMISSORY NOTE

$524,101.97                                            December 9, 1998


     This  PROMISSORY  NOTE  (the  "Note")  is  made  as  of  the  date
hereinabove  by  JAMES   INDUSTRIES,  INC.,   an  Illinois   corporation
("Industries"),  with  a  mailing  address  at  1619  Colonial  Parkway,
Inverness,  Illinois  60067,  JAMES  J.  ROBERTS,  JR.,  an   individual
("Roberts"), with a mailing address  at 1670 Pheasant Trail,  Inverness,
Illinois 60067  and JOHN  R. BLOUIN,  an  individual ("Blouin")  with  a
mailing address at 56 Carriage House  Lane, Orland Park, Illinois  60467
(Industries, Roberts and Blouin hereinafter are referred to individually
as a "Borrower" and collectively as the "Borrowers"), to order of WELLS-
GARDNER ELECTRONICS  CORPORATION,  an Illinois  corporation  ("Lender"),
with an office at 2701 North Kildare Avenue, Chicago, Illinois 60639.

                                   I

                                PAYMENT

     For Value Received, Borrowers hereby jointly and severally  promise
to pay to the order of Lender, at Lender's office at the address  stated
hereinabove or  such  other  place  as Lender  may  from  time  to  time
designate in writing to Borrowers, the principal amount of FIVE  HUNDRED
TWENTY FOUR THOUSAND ONE HUNDRED ONE DOLLARS AND 97/100THS ($524,101.97)
(the "Loan") or so much thereof as may now or hereafter be disbursed  by
Lender to or  for the benefit  of Borrowers, together  with interest  as
provided hereinbelow,  all  in lawful  money  of the  United  States  of
America.  The Loan  shall be payable in  monthly installments of  TWENTY
TWO  THOUSAND   FOUR  HUNDRED   SEVENTY  FIVE   DOLLARS  AND   00/100THS
($22,475.00) (each a  "Monthly Installment")  commencing on  the day  on
which the commissions (as provided in Section 5(a) of that certain Sales
Representative Agreement dated  December 9, 1998  between Borrowers  and
Lender (the "Sales Representative Agreement")) is paid to Industries  (a
"Commission Payment  Date"),  and  continuing  on  the  next  succeeding
Commission Payment Date  of each and  every succeeding month  thereafter
until the  "Maturity  Date"  (as  that  term  is  hereinafter  defined),
allocated between interest and principal as follows:
<PAGE>
     1.1   Interest  in  Installments.   Interest  only  on  the  unpaid
principal balance of the Loan from  time to time, at an annual  interest
rate (the "Interest Rate") equal to two percent (2.0%) in excess of  the
"Prime Rate" (as that term is  hereinafter defined) in effect from  time
to time,  shall  be allocated  to  each Monthly  Installment  until  the
Maturity Date, at which  time all accrued and  unpaid interest shall  be
due and payable.  The term "Prime Rate", as used in this Note, means the
rate per annum then  most recently announced  by American National  Bank
and Trust  Company of  Chicago as  its prime  lending rate  at  Chicago,
Illinois, from time to time  (or if such rate  is not being quoted,  the
rate which is the successor to such  rate, and if no successor is  being
quoted, the rate conceptually equivalent to such rate which the domestic
commercial bank having the highest combined  capital and surplus of  any
bank having  its principal  office in  Chicago,  Illinois).   The  prime
lending rate is a reference rate and does not necessarily represent  the
lowest or  best  rate  actually  charged  to  any  customer.    Interest
hereunder shall be calculated on the basis of the actual number of  days
elapsed during the period for which interest is being charged hereunder,
predicated on  a year  consisting of  three  hundred sixty  (360)  days.
Interest on this Note  shall be determined on  the close of business  on
the business day  immediately prior to  the 15th day  of each month  and
shall be adjusted in accordance with the Prime Rate on such date.

     1.2  Principal Payments.  The portion of  each Monthly Installment
not allocated  to  interest  pursuant to  Section  1.1  above  shall  be
allocated to principal  of the Loan,  each reducing  of the  outstanding
principal balance of the Loan.  Attached as Schedule A is an  allocation
of the principal and interest on  each installment as if the Prime  Rate
does not adjust during the term of the Loan.

     1.3  Method of Payment.  On the date a Monthly Installment payment
is due  under Paragraphs  1.1 and  1.2 above,  Borrowers shall  pay  the
amount of such payments to Lender, in immediately available funds at the
address of the Lenders specified above, provided, however, to the extent
available, Lender  shall reduce  the amount  of the  Commission paid  to
Industries in the amount of such sums owed to Lender under this Note and
apply such sums to the Loan as set forth in Paragraph 1.5.

     1.4  Principal at Maturity.  The entire unpaid principal balance of
the Loan shall be due and payable on the earlier to occur of (i) January
15, 2001 or (ii) the date which is six (6) months after the date  notice
of termination  of  the Sales  Representative  Agreement is  given  (the
"Maturity Date").

     1.5   Application of  Payments  Prior to  Default.   Prior  to the
Lender's invocation of the terms and provisions of Paragraph 2.4 hereof,
all monies paid by Borrowers to Lender shall be applied in the following
order of priority: (a) first, toward payment of other fees and sums  due
to Lender  pursuant  to Paragraph  2.5  or other  provisions  hereof  or
pursuant to the provisions of any other documents securing repayment  of
the Loan; (b) next, toward payment of interest which has accrued on  the
outstanding principal balance of the Loan and which is due and  payable;
and (c) last, toward payment of the outstanding principal balance of the
Loan.
<PAGE>
     1.6  Prepayment.  This Note may be prepaid, in whole or in part, at
any time.  Any payment made under this paragraph shall be applied as set
forth in Paragraph 1.5.

                                   II

                    SECURITY, DEFAULTS AND REMEDIES

     2.1  Security for Payment.  Payment of this Note is secured by the
Guaranty Agreement of  even date  herewith between  Roberts, Blouin  and
Lender (the  "Guaranty")  (the  Guaranty  and  all  other  documents  or
instruments executed  in  connection  with  the  Note  or  the  Guaranty
hereinafter referred to as the "Loan Documents").

     2.2  Events  of Default.  The  occurrence of any  of the following
shall constitute an "Event of Default": (a) the failure of Borrowers  to
pay any sum  on the date  such sum becomes  due and  payable under  this
Note, including, without limitation, interest  or principal or both  and
either as an installment  or on the Maturity  Date, (b) either  Borrower
has committed a material breach  of the Sales Representative  Agreement,
(c) either Borrower or Guarantor (as defined in the Guaranty) shall  (i)
generally not be  paying its  debts as they  become due,  (ii) file,  or
consent, by answer or otherwise, to the filing against it of a  petition
for relief or  reorganization or arrangement  or any  other petition  in
bankruptcy or insolvency under the laws of any jurisdiction, (iii)  make
an assignment  for  the  benefit  of  creditors,  (iv)  consent  to  the
appointment of  a custodian,  receiver, trustee  or other  officer  with
similar powers for it, or for  any substantial part of its property,  or
(v) be  adjudicated  insolvent,  or (d)  if  any  governmental  body  of
competent jurisdiction shall enter an order appointing, without  consent
of the applicable Borrower or Guarantor, a custodian, receiver,  trustee
or other officer with  similar powers with respect  to such Borrower  or
Guarantor, or  with respect  to any  substantial  part of  the  property
belonging to any such person, or if an order for relief shall be entered
in any case or proceeding for liquidation or reorganization or otherwise
to  take  advantage  of  any  bankruptcy   or  insolvency  law  of   any
jurisdiction, or ordering the dissolution, winding-up or liquidation  of
such Borrower or Guarantor or if any petition for any such relief  shall
be filed against either  Borrower or Guarantor  and such petition  shall
not be dismissed or stayed within 60 days.

     2.3  Acceleration of Maturity.  At any time during the existence of
any Event  of Default  under Paragraphs  2.2(a) or  2.2(b), and  at  the
option of the  Lender, the entire  unpaid principal  balance under  this
Note, together with interest accrued thereon and all other sums due from
Borrowers hereunder  or under  any of  the other  Loan Documents,  shall
become immediately due and payable without  notice.  At any time  during
the existence of an Event of Default under Paragraphs 2.2(c) and 2.2(d),
the entire  unpaid  principal balance  under  this Note,  together  with
interest accrued thereon and all other sums due from Borrowers hereunder
or under any of the other  Loan Documents, shall become immediately  due
and payable without notice.
<PAGE>
     2.4  Default  Interest Rate.  While  any Event of  Default exists,
Borrowers jointly and severally  promise to pay  interest on the  unpaid
principal balance of the Loan from time to time, at a rate (the "Default
Interest Rate") equal to the Interest Rate plus four percent (4.00%) per
annum, and all unpaid interest that has accrued under this Note, whether
before or after the occurrence of the Event of Default, shall be paid at
the time of, and as a condition precedent to, the curing of the Event of
Default.   While  any  Event of  Default  exists,  Lender  is  expressly
authorized to  apply payments  made  under this  Note  as it  may  elect
against (a)  any or  all  amounts, or  portions  thereof, then  due  and
payable hereunder or  under any  of the  other Loan  Documents, (b)  the
unpaid principal balance of the Loan, or (c) any combination thereof.

     2.5  Attorneys' Fees.  If any  attorney is engaged (a)  to collect
the indebtedness evidenced hereby or due under the other Loan Documents,
whether or not  legal proceedings are  thereafter instituted by  Lender;
(b) to represent Lender in any bankruptcy, reorganization, receivership,
or other proceedings affecting creditor's  rights and involving a  claim
under this Note; (c) to protect the  lien of any of the Loan  Documents;
or (d)  to  represent Lender  in  any other  proceedings  whatsoever  in
connection with any of the Loan  Documents, then Borrowers shall pay  to
Lender  all  reasonable  attorneys'  fees  and  expenses  in  connection
therewith, in addition to all other amounts due hereunder.

     2.6  Nature of Remedies.  Lender's remedies under this Note and all
of the other Loan Documents shall  be cumulative and concurrent and  may
be pursued  singly, successively,  or together  against  any or  all  of
Borrowers and any other "Obligors" (as that term is hereinafter defined)
and any other security described in the Loan Documents or any portion or
combination of such security, and Lender may resort to every other right
or remedy available  at law or  in equity without  first exhausting  the
rights and remedies contained herein,  all in Lender's sole  discretion.
Failure of Lender, for any period of time or on more than one  occasion,
to exercise  its  option  to accelerate  the  Maturity  Date  shall  not
constitute a waiver of the right to exercise the same at any time during
the continued existence of the Event of  Default or in the event of  any
subsequent Event of Default. Lender shall  not by any other omission  or
act be deemed to  waive any of its  rights or remedies hereunder  unless
such waiver is in  writing and signed  by Lender, and  then only to  the
extent specifically set forth therein.  A waiver in connection with  one
event shall not be construed as continuing or as a bar to or as a waiver
of any right or remedy in connection with a subsequent event.

                                  III

                               CONDITIONS

The obligation of Lender  to make the Loan  hereunder is subject to  the
following conditions precedent or concurrent:
<PAGE>
     3.1  Financial Statements.  From time  to time during the  term of
this Note,  Lender shall  receive, upon  written  request, in  form  and
substance  satisfactory  to  Lender,   balance  sheets,  statements   of
operations, statements of shareholders' equity, statements of changes in
financial position and any other financial data (including  projections)
for each Borrower  which have  been requested by  Lender.   Each of  the
foregoing shall have been prepared in accordance with GAAP  consistently
applied throughout the periods involved and  do and will present  fairly
the financial condition of the entities involved as of the dates thereof
and the results of their operations for the periods covered thereby.

     3.2  Guaranty Agreement.  Lender shall have received,  in form and
substance satisfactory to Lender, a duly  executed copy of the  Guaranty
Agreement.

     3.3  Secretary's  Certificate for  Industries.  Lender  shall have
received, in form and substance satisfactory to Lender, a certificate of
the Secretary of  Industries certifying as  true, correct and  complete,
(a) resolutions of  Industries authorizing the  execution, delivery  and
performance by Industries of this Note; (b) articles of incorporation of
Industries; (c) the  by-laws of  Industries; and  (d) the  names of  the
individuals authorized to sign this Note, together with a sample of  the
true signature of each such individual.

     3.4  Good Standing  Certificates.  Lender  shall have received,  in
form and  substance  satisfactory  to  Lender,  a  certificate  of  good
standing for Industries from the State of Illinois.

                                   IV

                             OTHER MATTERS

     4.1  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 initial 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.

     4.2   Governing Law.   THIS NOTE  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>
     4.3  Waivers, Consents, Etc.  Borrower, each guarantor  hereof, if
any, and any and all other who are now  or may become liable for all  or
part of  the  obligations of  Borrowers  under  this Note  (all  of  the
foregoing being referred to herein collectively as "Obligors") agree  to
be jointly  and severally  bound hereby  and jointly  and severally  (a)
waive and renounce any and all  redemption and exemption rights and  the
benefit  of  all  valuation  and  appraisement  privileges  against  the
indebtedness evidenced hereby or by any extension or renewal hereof; (b)
waive presentment and demand for payment,  notices of nonpayment and  of
dishonor, protest  of dishonor,  and notice  of protest;  (c) waive  all
notices in  connection  with the  delivery  and acceptance  hereof  and,
except as  expressly provided  to the  contrary herein  or in  the  Loan
Documents,  all  other  notices  in  connection  with  the  performance,
default, or enforcement of  the payment hereof  or hereunder; (d)  waive
any and  all lack  of diligence  and delays  in the  enforcement of  the
payment hereof; (e) agree that the  liability of each of Obligors  shall
be unconditional and without regard to the liability of any other person
or entity  for  the payment  hereof,  and shall  not  in any  manner  be
affected by any  indulgence or forbearance  granted or  consented to  by
Lender with respect  hereto; (f) consent  to any and  all extensions  of
time, renewals, waivers, or modifications that may be granted by  Lender
with respect  to the  payment  or other  provision  hereof, and  to  the
release of any security at any time given for the payment hereof, or any
part thereof, with or  without substitution, and to  the release of  any
person or entity liable  for the payment hereof;  (g) waive any and  all
right to have  any issues,  claims, causes  of action  or other  matters
arising out of or related  to this Note adjudicated  at a trial by  jury
and hereby agree to have all  such matters adjudicated at a bench  trial
before a  court  of  competent jurisdiction;  and  (h)  consent  to  the
addition of any and all other  makers, endorsers, guarantors, and  other
obligors for the payment  hereof, and to the  acceptance of any and  all
other security for the  payment hereof, and agree  that the addition  of
any such obligors or security shall  not affect the liability of any  of
Obligors for the payment hereof.

     4.4  Interpretation.  The headings  of sections and  paragraphs in
this Note are for convenience only  and shall not be construed to  limit
or define the content,  scope, or intent of  the provisions hereof.   As
used in this Note, the singular shall include the plural, and masculine,
feminine, and neuter pronouns shall be fully interchangeable, where  the
context so requires.  If any  provision of this Note, or any  paragraph,
sentence, clause, phrase, or  word, or the  application thereof, in  any
circumstances, is  adjudicated  to  be  invalid,  the  validity  of  the
remainder of this Note shall be  construed as if such invalid part  were
never included herein.  Time is of the essence of this Note.

     4.5   Business  Loan.   Borrowers  hereby represent  that  (i)  the
proceeds of the Loan will be used for the purposes specified in  Chapter
815 ILCS Article 205, Section 4(1)(c), as amended, (ii) the indebtedness
evidenced hereby constitutes  a "business  loan" within  the purview  of
that Section, and (iii) the Loan will be used exclusively for  "business
purposes" within the meaning ascribed to  such term under Section  226.3
of Regulation Z of  Chapter 12 of the  Code of Federal Regulations,  and
not for any "personal, family or household purposes" within the  meaning
of such Regulation.
<PAGE>
     4.6  Interest Laws.  It being the intention of Lender and Borrowers
to comply with  the laws of  the State of  Illinois, it  is agreed  that
notwithstanding any provision to the contrary in this Note or any of the
other Loan Documents,  no such provision  shall require  the payment  or
permit the collection of any amount ("Excess Interest") in excess of the
maximum amount of  interest permitted by  law to be  charged for use  or
detention, or the forbearance in the  collection, of all or any  portion
of the indebtedness evidenced by this  Note.  If any Excess Interest  is
provided for, or is adjudicated to be provided for, in this Note or  any
of the other Loan  Documents, then in such  event (a) the provisions  of
this paragraph shall govern and control; (b) neither Borrower nor any of
the other Obligors shall  be obligated to pay  any Excess Interest:  (c)
any Excess Interest that  Lender may have  received hereunder shall,  at
the option  of Lender,  be (i)  applied  as a  credit against  the  then
outstanding principal balance of the  Loan, accrued and unpaid  interest
thereon not to exceed the maximum amount permitted by law, or both, (ii)
refunded  to  the  payor  thereof,  or  (iii)  any  combination  of  the
foregoing; (d) the applicable interest rate or rates hereunder shall  be
automatically subject to reduction to  the maximum lawful contract  rate
allowed under the applicable usury laws of the aforesaid State, and this
Note and the  other Loan  Documents shall be  deemed to  have been,  and
shall be,  reformed  and modified  to  reflect such  reduction  in  such
applicable interest rate or rates; and  (e) neither Borrower nor any  of
the other Obligors shall have any action against Lender for any  damages
whatsoever arising  out  of the  payment  or collection  of  any  Excess
Interest.

     4.7   Subsequent Holders.   Upon any  endorsement, assignment,  or
other transfer of this Note by Lender  or by operation of law, the  term
"Lender," as used herein,  shall mean the  endorsee, assignee, or  other
transferee or successor to Lender then becoming the holder of this Note.

     4.8   Subsequent Obligors.   This Note  and all  provisions hereof
shall be binding on all persons claiming under or through Borrower.  The
terms "Borrower"  and  "Obligors," as  used  herein, shall  include  the
respective successors,  assigns,  legal  and  personal  representatives,
executors, administrators, devisees,  legatees, and  heirs of  Borrowers
and any other Obligors.

     4.9  Setoff.  Lender shall have all  rights of set-off provided by
applicable law,  and in  addition  thereto, at  any  time any  Event  of
Default exists, Lender may apply to the payment of such payment or other
amount due any and all balances,  credits, deposits, accounts or  moneys
of Borrowers (including any commissions owed to either Borrower) then or
thereafter held by Lender.

     4.10   Entire  Agreement.   This  Note,  together  with  the  Loan
Documents, sets  forth  the entire  understanding  of the  parties  with
respect to the  subject matter  of this  Note and  supersedes any  other
agreement, whether oral or written, between the parties with respect  to
the subject matter  of this  Note, including,  without limitation,  that
certain Note between the parties dated  August 15, 1997 which is  hereby
canceled.
<PAGE>
     In Witness Whereof, each of the undersigned has caused this Note to
be executed as of the date first written hereinabove.


                              JAMES INDUSTRIES, INC.

                                   By:  /S/ JAMES J. ROBERTS, JR.

                                   Name:  James J. Roberts, Jr.
                                   Title:   CEO

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

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