AGREEMENT BETWEEN
WELLS-GARDNER ELECTRONICS CORPORATION &
LOCAL 1031 OF THE INTERNATIONAL BROTHERHOOD
OF ELECTRICAL WORKERS, AFL-CIO
            
July 4, 1994  to  June 29, 1997
<PAGE>
TABLE OF CONTENTS

ARTICLE I     UNION AND MANAGEMENT
     Section  1.Parties and Effective Date
     Section  2.Expiration Date and Renewal
     Section  3.Recognition
     Section  4.Management
     Section  5.Union Shop
     Section  6.Check-off
     Section  7.Non-Discrimination
     Section  8.Trial Period Employees

ARTICLE II    REPRESENTATIVE, GRIEVANCES AND ARBITRATION
     Section  1.Stewards
     Section  2.Grievance Procedure
     Section  3.Arbitration
     Section  4.No Strike or Lockouts

ARTICLE III   HOURS OF WORK AND OVERTIME
     Section  1.Regular Work Week
     Section  2.No Staggering
     Section  3.Changing Workweek
     Section  4.Overtime
     Section  5.Shift Premium
     Section  6.Preference of Shift and Overtime
     Section  7.Lunch Periods
     Section  8.Rest Periods
     Section  9.Reporting Pay
     Section 10.Call-Back Pay
     Section 11.No Pyramiding

ARTICLE IV    SENIORITY
     Section  1.  Basis of Seniority
     Section  2.  Effect of  Seniority
     Section  3.  Seniority List
     Section  4.  Temporary Layoffs
     Section  5.  Temporary Transfers
     Section  6.  Options
     Section  7.  Demotion
     Section  8.  Rights on Recall
     Section  9.  Skill & Ability
     Section 10.  Vacancies
     Section 11.  On-the-Job-Training
     Section 12.  Leave of Absence
     Section 13.  Loss of Seniority
     Section 14.  Promotion to Exempt Positions
<PAGE>
ARTICLE V     VACATION AND HOLIDAYS
     Section  1.  Eligibility and Amount of Vacation
     Section  2.  Minimum Hours
     Section  3.  Computation of Vacation Pay
     Section  4.  Scheduling of Vacations
     Section  5.  Date Due
     Section  6.  Consecutive Days, etc.
     Section  7.  Retiree Pro-Rata Vacation Pay
     Section  8.  Holidays and Holiday pay
     Section  9.  Floating Holiday

ARTICLE VI    WAGES
     Section  1.  Rates
     Section  2.  Cost Of Living
     Section  3.  New Classifications
     Section  4.  Upgrading
     Section  5.  New Experienced Employees
     Section  6.  Payday
     Section  7.  Piece Work
     Section  8.  Pension Plan

TABLE OF CONTENT'S CONT'D

ARTICLE VII   INSURANCE
ARTICLE VIII  GENERAL PROVISIONS
     Section  1.  Saving Clause
     Section  2.  Bulletin Board
     Section  3.  Election Day
     Section  4.  Supervisors
     Section  5.  Right of Access
     Section  6.  Conflict with State and Federal Laws
     Section  7.  Female Employees
     Section  8.  Paid Leave of Absence
     Section  9.  Jury Service
     Section 10.  Safety and Health Provisions
     Section 11.  Union Employee Educational Assistance Program
     Section 12.  Call-In Sick / Personal Day
     Section 13.  Inventory Shutdown Scheduling

APPENDIX "A"  Wage Scale-Effective 7-4-94

APPENDIX "B"  Insurance Coverage for Employees and Dependents

APPENDIX "C"  Piece Work/Incentive System
<PAGE>
ARTICLE  I
UNION AND MANAGEMENT

     Section 1. Parties and Effective Date: The parties to this Agreement
are: Wells-Gardner Electronics Corporation, its successors or assigns,
hereinafter called the "Company" and Local 1031, International
Brotherhood of Electrical Workers, AFL-CIO, hereinafter called the
"Union".  This Agreement shall become effective July 4, 1994.

     Section 2. Expiration Date and Renewal: This Agreement shall remain
in full force and effect until June 29, 1997 and then shall automatically
renew itself from year to year thereafter, unless the Company or the
Union gives written notice to the other party to amend, modify or
terminate within not less than sixty (60) days prior to any expiration
date.  The parties may by mutual agreement modify or amend this Agreement
at any time hereafter.

     Section 3. Recognition: The Company recognizes the Union as the sole
and exclusive collective bargaining agent for all of the Company's
production and maintenance employees located at 2701 North Kildare
Avenue, Chicago, Illinois 60639 excluding Wells-Gardner Electronics
Corporation executives and non-working supervisors, office, clerical and
sales employees, engineering and laboratory employees, supervisors,
guards, outside truck drivers, journey & craft persons who are
represented for purposes of collective bargaining by unions affiliated
with the AFL-CIO.

     Section 4. Management: The management of the Company and its
operations, the direction of the work force, including the right to hire,
assign, suspend, transfer, promote, discharge or discipline for just
cause and to maintain discipline and efficiency of its employees and the
right to relieve employees from duty because of lack of work or for other
legitimate reasons not in conflict with the provisions of this Agreement;
the right to determine the extent to which the plant shall be operated;
the right to introduce new or improved production methods, processes or
equipment; the right to decide the number and locations of plants, the
nature of equipment or machinery, the products to be manufactured, the
methods and processes of manufacturing, the scheduling of production, the
method of training employees, the designing and engineering of products
and the control of raw materials; the right to continue in accordance
with past practice to assign work to outside contractors; and the right
to enact Company policies, plant rules and regulations which are not in
conflict with this Agreement, are vested exclusively in the Company.

      The Union recognizes that there are functions, powers, authorities
and responsibilities belonging solely to the Company, prominent among
which, but by no means inclusive, are those enumerated in the preceding
paragraph.  The management rights enumerated in said paragraph are not
inclusive and shall not be deemed to exclude other functions not herein
listed.  The term "just cause" as used in this Agreement includes but is not
limited to any violations of a published plant rule established pursuant
to the provisions of Article I.

     Section 5. Union Shop: All employees covered by the terms of this
Agreement shall be required to become and remain members of the Union as
a condition of employment from and after the sixty-first (61st) day
following the date of their employment or the effective date of this
Agreement, whichever is later.

     Section 6. Check-Off: The Company agrees that it will make weekly
deductions from each weekly pay check covering any and all amount of dues
and initiation fees that may hereafter become due to the Union for any of
its employees covered hereunder, provided that the Union requests such
deductions and accompanies such requests with properly and legally
executed assignments, in accordance with law, authorizing such
deductions.  The employer further agrees that once each week, it will
remit promptly to the Union such collected amounts. At the end of each
calendar month, the Company shall forward to the Union an alphabetical
list of the names and the total amounts deducted during said month from
each employee covered.  In lieu of this monthly alphabetical list, the
Company may, at its option, forward to the Union such an alphabetical
list each week along with the weekly remittance of collected amounts.

      If through inadvertence or error, the Company fails or neglects to
make a deduction which is properly due and owing from an employee's
weekly pay check, such deduction shall be made from the next weekly pay
check of the employee and promptly remitted to the Union.  It is
expressly agreed and understood that the Union assumes full
responsibility for the validity and the legality of such employee's
deductions as are made by the Company and hereby agrees to indemnify and
save the Company harmless, by virtue of such collections and payments to
the Union.

      No deduction shall be made from any employee for union dues in any
week in which such employee receives a check representing a total of less
than eight (8) hours at the employees regular rate of pay nor shall any
deduction be made from any employee's pay check prior to the date on
which, by the terms of this Agreement, he/she is required to become a
member of the Union as a condition of employment.

     Section 7. Non-Discrimination: It is agreed between the parties that
in the policies and practices of the Company and in the membership
policies and practices of the Union there shall continue to be no
discrimination against any employee on account of race, creed, color,
national origin or sex.
<PAGE>
     Section 8.  Trial Period Employees: Trial Period: New employees shall
be on trial until they have been employed for a period of sixty (60) calendar
days and during such period the Company shall have the right to dismiss or
retain the employee at its own discretion.  Upon completion of such sixty (60)
calendar days of employment, the employee shall be deemed to be a regular
employee.  In all instances where a trial period employee is laid off for
lack of work or granted a leave of absence for illness or other good cause,
such reduction from active employment shall be deemed to be a layoff, unless
at the date it occurs, the employee is given a written notice stating
that he/she is terminated.

Return from Leave or Recall of Laid Off Trial Period Employee: Trial
period employees who are laid off and by election of the Company
subsequently recalled or who are granted a leave of absence and
subsequently return to work, must complete sixty (60) calendar days of
trial period active employment within six (6) months of the date of their
original hire date in order to become a regular employee.  Periods of
trial period active employment, as referred to above, shall include any
week in which the employee works at least one full day.  At such time as
the employee completes sixty (60) calendar day trial period active
employment, his/her "original hiring date", for the purpose of
determining his/her length of service (in accordance with Article IV,
Section 3(b)) shall be established as that date sixty (60) calendar days
prior to the date of completion of the trial period employment requirement.

Trial Period Employee Recalled Before Expiration of Six-Month Period:
Trial period employees who have not completed sixty (60) calendar days of
trial period employment within six (6) months from their original date of
hire, but who are recalled or return from a leave of absence prior to the
expiration of such sixmonth period will be permitted to complete the
trial period requirement, although the six-month period elapses before
such trial period is completed, provided the employee is not laid off
before he/she completes his/her trial period employment.  If such a
layoff occurs before the employee bas completed his/her trial period and
the six-month period has expired, said employee will be considered to
have been terminated rather than laid off.

Extension of Trial Period: The Company shall have the right to extend the
trial period to ninety (90) calendar days upon written notice to the
Union and the employee prior to completion of the normal sixty (60) day
trial period and shall retain the right to dismiss such employee during
this extension period without being subject to review.  In all instances
where the trial period of a new employee is so extended, such employee's
responsibility to become and remain a member of the Union in good
standing as a condition of employment after sixty (60) days shall not be
affected; and any benefits of the contract such as holiday pay and
insurance coverage shall accrue to such- employee at the end of the
initial sixty day period.

ARTICLE II
REPRESENTATION, GRIEVANCES AND ARBITRATION

     Section 1. Stewards: The Company agrees to recognize the Chief
Steward and Shop Stewards selected by the Union in accordance with the
Union rules and regulations.  Such Chief Steward and Stewards may act as
a grievance committee at the request of, and with, the Business Manager
of the Union, or his/her representative.  The Union will notify the
Company as to the identity of such Chief Steward or Stewards and the
Company shall not be required to recognize any other employees in the
adjustment of complaints than those whose names are furnished to the
Company as aforesaid.  Such Chief Steward and Stewards shall be granted a
reasonable amount of time during working hours for the purpose of
investigating and adjusting complaints, provided however, that such Chief
Steward and Stewards shall not leave their  work without the permission
of the immediate supervisor.  Such permission, however, shall not be
arbitrarily withheld.  The Chief  Steward and Stewards shall be granted
top seniority in their respective departments for the purpose of layoffs
and recalls.
<PAGE>
     Section 2. Grievance Procedure: Any grievance arising during the
life of this contract pertaining to wages, hours of work and working
conditions  of employees in the bargaining unit shall be subject to the
procedures outlined below:

      Either the Company or the Union or any employee (or Steward, Chief
Steward or Business Representative in his/her behalf) may file
grievances.  Grievances of the Company or Union shall be presented
directly to the other in writing. Grievances of the employees shall be
reduced to writing on grievance forms provided by the Union.  All answers
by the Company shall likewise be in writing. Grievances will be handled
as follows:

     The employee, his/her Steward or both, shall present the matter in
dispute for settlement to his/her Supervisor.  If the Supervisor's
decision is not satisfactory or is not given within three (3) working
days, Step 2 will be followed.

Such grievance shall then be presented by the Chief Steward within three
(3) working days after the Supervisor's unsatisfactory decision or
failure to give a decision, whichever is applicable, to the Department
Head.  If the Department Head's decision is not satisfactory or is not
given within three (3) working days, Step 3 will be followed.

Such grievance shall then be presented by the Business Representative of
the Union within five (5) working days from receipt of the Department
Head's unsatisfactory decision or failure to give a decision, whichever
is applicable, to the Human Resources Director who shall give his/her
answer not later than five (5) working days after the presentation of the
grievance to him/her.

If the decision of the Human Resources Director is not satisfactory,
such grievance will be discussed by the Business Manager of the Union and
the Human Resources Director within five (5) working days after receipt by
the Business Manager of the unsatisfactory answer by the Human Resources
Director.  In the event the Company and the Union are unable to settle any
grievance under the procedures outlined above, the grievance shall be further
processed.

A grievance must be filed no later than five (5) working days after the
occurrence of the event in which it is predicated, except in instances
where the employee, or his/her Steward or Chief Steward, could not
reasonably have been expected to be aware of the occurrence of the
grievance.  A failure to file a grievance within the period specified
shall be deemed a waiver of such matter. In all cases of grievances
relating to time not worked, the Company shall be responsible only for
the actual loss sustained by an employee.  Any settlement of any
grievance between the Company and a Steward, Chief Steward, or Business
Representative in Steps 1, 2, and 3 above will not be final until
reviewed and approved by the Business Manager of the Union or his/her
designated representative.  The Company may consider the matter closed
unless it has been otherwise notified by the Business Manager of the
Union or his/her delegated representative within ten (10) days after
notice bas been given him/her of the terms and conditions of the proposed
grievance settlement.

An employee may be discharged or disciplined for cause.  However,
in case any employee, or the Union in his/her behalf, claims that  he/she
has been unjustifiably discharged or disciplined, a written complaint
shall be filed within five (5) working days from the date of his/her
discharge or discipline. Such complaint or grievance shall start under
Step 2 above.  Prior to the discharge or disciplining of an employee
(except in cases of an  employee under the influence of alcohol, drugs,
etc., or theft or sabotage), the Chief Steward shall be notified and
given the opportunity to discuss the discharge or discipline.  In case of
discharge or discipline for being under the influence of alcohol, drugs,
etc., or for theft or sabotage, the Chief Steward shall be notified
immediately after the discharge.
<PAGE>
     Section 3. Arbitration: In the event that the grievance or complaint
cannot be adjusted in any of the foregoing steps, the matter may, at the
request of either party, be submitted for final and binding arbitration
by an impartial arbitrator who shall be chosen by mutual agreement of the
Company and the Union. In the event that the Company and the Union are
unable to agree upon an arbitrator, the parties will request the Federal-
Mediation and Conciliation Service to submit a panel of nine (9)
qualified arbitrators.  Both the Company and the Union shall have the
right to strike four (4) names from the panel submitted to the parties.
The remaining name on the panel shall then become the impartial arbitrator.
In the consideration of discipline or discharge cases, the arbitrator shall
have authority and jurisdiction to direct the payment of back pay for lost
time resulting from discharge.  The arbitrator's decision shall be final and
binding upon all parties.  However, an arbitrator shall have no power or
authority to add to, alter, or modify the terms of this Agreement or any
supplementary agreement made between the parties hereto.  The expenses of
arbitration (except those of the respective parties) shall be borne equally
between the Company and the Union.

     Section 4. No Strikes or Lockouts: There shall be no strikes,
refusal to work or slowdown by the Union during the life of this
Agreement, and there shall be no lockout on the part of the Company,
unless either the Company or the Union should refuse to participate in
arbitration proceedings or abide by the decision of an arbitrator, in
accordance with Section 3 of this Article.  Should there be such refusal
by either the Company or the Union, this Section, at the option of the
other party, shall be deemed inapplicable.  There shall be no liability
on the part of the Union for unauthorized strikes, stoppages or
slowdowns, by any of the employees, but the Company shall have the right
to discipline or discharge any employee who initiates, instigates, or
participates in such unauthorized strikes, stoppages, or slowdowns.  In
consideration of this Agreement, the Union agrees not to sue the Company,
its officers or representatives, and the Company agrees not to sue the
Union, its officers, agents, or members in connection with any labor
relations matters in any court of law or equity.  The parties agree that
the sole procedure for settlement of any disputes concerning labor
relations matters between the Company and the Union shall be the
grievance and arbitration procedure hereof.

ARTICLE III
HOURS OF WORK AND OVERTIME

     Section 1. Regular Workweek: The regular workweek shall consist of forty
(40) hours on a schedule of eight (8) hours per day Monday through Friday.

     Section 2. No Staggering: The working day shall be continuous and
employees shall not be compelled to lay off work for any period of time
during the day and to resume work thereafter during the same day except
in the case of lunch period or rest period.

     Section 3. Changing Workweek: Any changes in the regular workweek
shall be by mutual agreement between the Company and the Union.  The
Company reserves the right to change regularly scheduled starting and
quitting  hours under emergency conditions, in which event the time
worked before normal starting time or after the normal quitting time will
not be considered overtime work payable at one and one-half (1/) time the
employee's straight-time rate unless more than eight (8) hours of work
are performed in a day or unless an employee is prevented from performing
eight (8) hours of work for reasons of the Company's convenience rather
than for circumstances beyond the control of the Company.

     Section 4. Overtime: All work performed in excess of eight (8) hours
in any one day, and all work performed on Saturday, and all work
performed prior to the employee's regular hour for starting or after the
employee's regular hour for quitting shall be considered overtime and
shall be compensated for on the basis of one and one-half (11/2) times
the employees straight time rate.  All work performed on Sunday shall be
compensated for at two (2) times the employees straight time rate.
<PAGE>
     Section 5. Shift Premiums: Work performed on the second (or
afternoon) shift shall be paid for at the rate of ten (10%) percent more
than the rate paid for similar work on the first (or day) shift.  Work
performed on the third (or night) shift shall be paid for at the rate of
fifteen (15%) percent more than the rate paid for similar work on the first
(or day) shift.  In ascertaining the vacation or holiday benefits to which
an employee may be entitled, the shift premium shall be included in the
computations.

     Section 6. Preference of Shifts and Overtime: When a preference of
shifts is available on account of the occurrence of a vacancy, preference
will be given on the basis of seniority and preference in the assignment
of overtime should be based on the following formula:

Overtime on a job shall be assigned to those regularly doing that job in
their respective departments pursuant to the principle of "line intact".

If additional help is required, employees with the greatest seniority in
their classification in the department concerned and capable of doing the
job in that department will be selected.

In the event no qualified employees wish the overtime assignment, it
shall be assigned to and worked by the junior employee.

If necessary to go outside of that particular department, plant wide
seniority will prevail if capable of doing the job.

In the event an employee is requested by the Company to work overtime,
daily or Saturday, and he/she agrees to perform the overtime work but:
(1) fails to notify the Company of his/her inability to report to work;
or (ii) fails to give good cause explaining his/her inability to report
for work; or (iii) fails to report for work, the employee shall not be
permitted to work any overtime in any department for a period not to
exceed thirty (30) days following the time the employee was requested to
perform the overtime work.

     Section 7. Lunch Period: There shall be an allowance of a lunch
period near the middle of a work shift of thirty (30) consecutive
minutes.

     Section 8. Rest Periods: On each shift of the day there shall be a
ten (10) minute rest period for each four (4) hours worked without
deduction in pay.

     Section 9. Reporting Pay: Employees who report for work in person
and have not been previously notified not to report shall receive four
(4) hours' work or the equivalent in pay, based upon their regular
straight time hourly rate of pay, except in case of an emergency beyond
the control of the Company.

     Section 10. Call-Back Pay: An employee who has left the plant and is
called back to work shall work and receive no less than four (4) hours of
overtime pay at his/her regular straight time rate of pay, or the
applicable straight time rate of pay for the job performed, whichever is
greater.

     Section 11. No Pyramiding: In no event shall overtime or premium pay
provided for in this Article be pyramided or duplicated.  Only the
applicable provision yielding the largest amount of pay shall be applied
and such payment shall satisfy the requirements of all other applicable
provisions.  This limitation, however, does not apply to shift premiums.
<PAGE>
ARTICLE  IV
SENIORITY

     Section 1. Basis of Seniority:  Each employee will have seniority
standing in the plant equal to the employee's total length of service
with the Company in the bargaining unit, dated from his/her first day of
last continuous employment therein except as provided in Sections 3, 11,
and 12 of this Article.

     Section 2. Effect of Seniority: Except as provided in Section 6 of
Article III and Section 7 of this Article, in all cases of increase or
decrease of forces, transfer, promotion, or demotion of employees and
preference in the selection of shifts, plant-wide seniority shall
prevail, provided the employees possess sufficient skill and ability to
satisfactorily perform the work to be done.

     Where new equipment or added responsibilities are added to existing
job classifications, the Company, in the event of a reduction in force,
shall go strictly by seniority, regardless of the lack of experience of
the senior employee.  The Company shall train as needed to retain the
senior employees.

     Section 3. Seniority Lists: The Company will furnish to the Union
immediately after the signing of this Agreement, a Seniority List and
will post copies of such list on the bulletin boards in the plant.  The
list is to be revised at six (6) month intervals.

The Company will also furnish to the Union monthly a list of additions to
and deletions from the Seniority List.

Except as otherwise provided in this Agreement, the Seniority List is to
be used to determine an employee's seniority as to layoffs, recalls,
promotions and demotions.  An employee shall have his/her seniority date
computed from his/her original date of employment in the bargaining unit,
in determining the employee's seniority in cases of layoffs, recalls,
promotions and demotions.

The Seniority List is to be used to determine which bracket in the
vacation schedule is applicable.  Since an employee's vacation is based
on his/her length of service with the Company, his/her original hiring
date or date of rehire will determine the length of his/her vacation.
The amount of vacation pay for any one (1) year may be adjusted to comply
with the minimum hours provision in this Agreement, but such adjustment
shall not affect a succeeding year or years.

Employees having the same seniority (hired on the same date) will, if
necessary, be rated by the Company based on their attendance and
tardiness record.  The employee with the least number of day absences in
the contract year would be rated as having the most seniority.  If no
seniority can be determined by attendance, then the employee with the
least amount of tardiness in the contract year will be rated as having
the most seniority.

     Section 4. Temporary Layoffs: The parties recognize the necessity of
temporary layoffs caused by shortage of materials or other reasons.  It
is, therefore, mutually agreed that such temporary layoffs may be made
from time to time without regard to plant-wide seniority programs
embodied in the contract. It is further agreed, however, that the number
of hours each such employee may be laid off on such temporary layoff
shall be recorded and no individual employee may be laid off on such
temporary layoff without regard to seniority in excess of eighty (80)
hours in each contract year.  When the individual employee has been laid
off eighty (80) hours, then the Company is obligated to place him/her on
another job in accordance with plant-wide seniority, provided such
employee possesses sufficient ability, skill and experience to
satisfactorily perform the work available.
<PAGE>
     Section 5. Temporary Transfers: For periods of work not exceeding eighty
(80) hours the Company may transfer or assign employees temporarily, on a
voluntary basis, but subject to plant seniority in the class from which
they are being transferred, to work in job classifications in which they
do not hold a regular job assignment, but have sufficient skill and
ability to satisfactorily perform the work.  Such employees shall be paid
as follows:

If temporarily assigned to a job in a higher labor grade, the employee
shall be paid, for the time involved, the next higher rate above his/her
regular job rate in the progression scale for the higher grade.

If temporarily assigned to a job in a lower labor grade, the employee
shall be paid his/her regular job rate.

     Section 6. Option: Any employee who is subject to demotion or
transfer because of material shortage, curtailment of work or similar
reasons, may have the option of accepting such demotion or taking a
layoff until there is sufficient work in his/her regular classification.
An employee who accepts such demotion or transfer may exercise such
option up to four (4) weeks after the transfer or demotion, but he/she
must give four (4) days' notice to the Company before he/she may exercise
the option to take a voluntary layoff under this provision.

     Section 7.  Demotion: In the event of a reduction in force, or reduction
in the work force of a job classification, all probationary employees in the
classification shall first be removed from the classification or laid off.
If further reduction is required:

Employees below the maximum rate in their respective classification shall
be removed beginning with the lowest wage group in such classification
based upon their plant seniority.

Employees effected by a reduction in force of job classifications five
(5) or above first shall be offered a position which they bad previously
held provided that they have sufficient seniority to displace an existing
employee in the particular job classification and they have not
previously "signed off" during the life of this agreement on that job
classification.  If an employee does not have the seniority to be
transferred to a previously held job classification in a higher
classification, the employee shall be offered a previously held job
classification in a lower classification.  If the employee does not have
sufficient seniority for any previously held job classification, the
employee shall be given an option to be transferred to a position in
classification four (4) or below, provided that the employee has
sufficient seniority to displace an individual currently working in the
particular job classification.  Employees not having sufficient seniority
for a previously held job classification or any position in job
classification four (4) or below shall be laid off in accordance with
contractual requirements.

Employees working in job classification four (4) or below during a
reduction in force in those classifications shall first be offered a
previously held position if they have sufficient seniority to displace an
individual from the particular job classification.  Otherwise, the
employee shall be transferred to another job classification within
classifications four (4) or below for which the employee has sufficient
seniority to displace an employee of lesser plant seniority.  If the
employee does not have seniority to displace any individual in job
classification four (4) or below, the employee shall be laid off in
accordance with contractual requirements.
<PAGE>
All employees transferred during a reduction in force to another job
classification which they have not previously performed shall be subject
to a three (3) day qualifying period.  During this time, the employee may
elect to relinquish the position for any reason and/or "sign-off" the job
classification. An employee who voluntarily elects to relinquish a
position by signing off the job classification shall be laid off.  During
this three (3) day qualifying period the Company reserves the right to
determine in its sole discretion whether an employee can adequately
perform a particular job within the three (3) day qualifying period and
the Company may then decide to lay off the employee. An employee who signed
off voluntarily shall not be permitted to transfer to that job classification
in the event of a future reduction in force for the life of this Agreement.
An employee laid-off by the Company for being unable to adequately perform
the job classification shall not be permitted to transfer to that job
classification in the event of a future reduction in force until the employee
provides that he/she possesses sufficient skill and ability to satisfactorily
perform the work to be done.  All recalls during an increase in the work force
shall be made in reverse order of seniority and pursuant to the applicable
subsections of Article IV, Section 7 and   8. If there are vacancies in job
classifications which they have previously performed, unless they have
sufficient seniority to return to the classification from which they were
originally removed as the need for additional employees in such job
classifications presents itself, they will be given an opportunity to fill
such vacancies.  An employee with seniority may be recalled to Code 4 or lower
even though he/she has not previously performed the work in such classification.

     Section 8. Rights on Recall: Any employee being recalled after a
layoff shall be assured at least two (2) straight weeks of employment at
the regular workweek schedule.  In the event the Company has recalled an
employee with such assurance, and then because of conditions over which
the Company has no control (such as, but not limited to, power failure
inability to acquire machinery and equipment to replace worn out
machinery and equipment, bona fide material shortages over which the
Company has no control), the Company is unable to furnish such two (2)
weeks of employment, the Company shall not be bound by this provision.
In the event the Company does not assure such two (2) weeks of employment
at the normal scheduled number of hours per week, the employee may elect
to not return until such time as the Company does assure two (2) such
consecutive weeks of employment at the normal scheduled number of hours
per week without loss of seniority status.  In the event the employee
does elect not to return, that employee shall notify the Company by
telegraphic message or registered mail or in person to that effect so
that the Company may keep an accurate record of the employees who still
wish to retain seniority status.  In the event the employee fails to
notify the Company of his/her election not to return as herein provided,
and fails to report as specified under Section 13(h) of this Article IV,
the employee shall be regarded as having resigned.

     Section 9. Skill and Ability: Every employee who has completed his/her
trial period shall, for the purpose of this Article, be deemed to have
sufficient skill and ability to perform any common labor or common
assembly job - Code 4 and below.
<PAGE>
     Section 10.  Vacancies: In the event that a permanent job vacancy
develops in a classification covered by this Agreement, other than common
labor or assembly, a notice of such vacancy shall be bulletined for a
period of two (2) working days.  The bulletin shall contain the job
title, the maximum rate to be paid for the job, and a brief description
of the job to be performed.  Should additional personnel be required for
a job within thirty (30) days of the time the job was last posted, the
Company shall not be required to bulletin again such job until expiration
of the thirty (30) day period.  It is understood that within such thirty
(30) day period the Company may take such steps as are necessary to fill
such open jobs, provided no qualified employees have bid or are
available.  However, if an employee is not currently working on the days
the open job is posted, but returns to work within the thirty (30) day
period referred to above, he/she may apply for such posted job and will
be considered for such posted job vacancies still remaining open.
Employees with seniority who desire promotions to posted higher rated
classifications shall, during the period that such vacancy is bulletined,
file a form provided by their Supervisor for this purpose.  If applicants
with qualifications sufficient to perform the work satisfactorily have made
application for the bulletined job, the qualified applicant with the greatest
plant seniority shall be selected.  It is intended that whenever possible
promotions shall be made within the ranks and according to seniority.
The Company may fill a posted vacancy until it has been determined by the
Company that there are applicants who possess the qualifications required.
The Company may offer a posted vacancy to a new employee who did not apply,
or may hire a new employee for such vacancy in the event the applicants for
the posted vacancy do not possess sufficient qualifications to satisfactorily
perform the job.

      It is understood that employees who have bid upon, have been
accepted, and are working on the posted job will not be eligible to bid
on an additional posted job for a period of three (3) months following
the time the job for which they were accepted was posted.
The successful bidder for a posted job opening shall have the option to
return to his/her former job within a period of two (2) weeks following
the first day worked in the posted job opening.  The Company shall have
the option, within the same two (2) week period to return such successful
employee to his/her former job in the event such employee cannot
satisfactorily perform the work required to be done.  The successful
bidder for a posted job opening shall receive retroactive pay from the
first day worked in the posted job opening who successfully completes the
two (2) week trial period.

     Section 11.  On-the-Job Training: Employees who bid on posted jobs,
but do not possess sufficient qualifications to be selected, may be
considered for training under the following procedures:

The number to be considered for training will be in relation to the
number needed to fill the posting at the time of posting.

Selection for training will be on the basis of related education, prior
employment experience, current employment experience as related to the
training to be given.  Qualifications being comparable, seniority will
govern.

Evaluation of qualifications for training, as well as the progress of the
trainee, will be determined by the Company.

A trainee who is unable to progress satisfactorily will be returned to
his/her prior classification without loss of seniority.
<PAGE>
     Section 12.  Leaves of Absence: The Company may grant leaves of absence
without pay to all regular employees of the Company for good cause, taking
into consideration not only the personal problems of the employee but also
the Company's operational needs for production.  Such leaves for good cause
other than for medical reasons shall not exceed ninety (90) days except for
Union activity, which may be indefinite. Leaves of absence for illness will
be granted for such periods as have been recommended by competent medical
authority but not to exceed one (1) year.  In the event an employee is
hospitalized in excess of seven (7) days, an automatic leave of absence
shall be granted up to thirty (30)days, provided that the Human Resources
Director of the Company is notified of the hospitalization within three
(3) working days from the last day worked.  Any other request for leave
of absence for illness must be made by an employee on forms provided by
the Company and must be accompanied by a report from the employee's
doctor recommending the time required for leave of absence.

Because pregnancy by itself is not a disabling condition for any fixed
period of time, the Company agrees to grant maternity leaves of absence
based upon the medical opinion of the employee's physician.  The leave of
absence shall begin when it is determined by the employee's physician that
the employee is no longer able to perform those duties characteristic of
her position.  The leave shall continue until, and only until, the employee,
on the basis of her physician's opinion, is able to return to work, not to
exceed one (1) year.

Employees on a bona fide leave of absence, when returning to work, shall
return to their former classification if such work is being performed.
Application forms of all leaves of absence must be completed and be
submitted to the Company within five (5) working days from their last day
worked or their date of recall, and such application for leaves shall be
required for any period of seven (7) or more consecutive calendar days in
which the employee is out of the service of the Company.

Employees granted a leave of absence will not be asked or required to use
their remaining vacation days left before granting said leave.
<PAGE>
     Section 13.  Loss of Seniority: An employee shall lose his/her seniority
when any of the following occur:

Discharge for cause.

Quitting.

Absence from work for three (3) working days without notifying the Human
Resources Department of the Company.

Failure to apply for a leave of absence as required.

Exceeding leave of absence without notification to the Human Resources
Department presenting good cause.

Working for another employer for wages while on leave of absence (this
does not apply to leaves of absence for Union activity or layoffs).

Layoff or sick leave for a continuous period in excess of one (1) year
for purposes of seniority only.

Failure to report for work on recall or to notify the Human Resources
Department of intention to report within three (3) regularly scheduled
working days following the date notification is sent by mailgram or
certified letter to the employee's last known address registered with the
Human Resources Department.

     Section 14.  Promotion to Exempt Positions: Any employee covered by
this Agreement who is transferred to a supervisory position outside of
the bargaining unit, shall retain his/her seniority as of the date of
transfer.  Any employee who is, or has been, employed in a supervisory
position outside of the bargaining unit, shall not accumulate seniority
in the bargaining unit while so employed.


ARTICLE V
VACATIONS AND HOLIDAYS

     Section 1. Eligibility and Amount of Vacation: The Company will
grant vacation with pay to each employee in accordance with the following
schedule:

All employees who on June 1st have been employed by the Company (in or
out of the bargaining unit) six (6) months or more but less than twelve
(12) months, shall be granted one-half (1/2) week's vacation with pay;

All employees who on June 1st have been employed by the Company (in or out
of the bargaining unit) for a period of twelve (12) or more months, but
less than two (2) years, shall be granted one (1) week's vacation with pay;

All employees who on June 1st have been employed by the Company (in or out
of the bargaining unit) for two (2) years or more, but less than ten (10)
years, shall be granted two (2) weeks' vacation with pay;

All employees who on June 1st have been employed by the Company (in or out
of the bargaining unit) ten (10) years or more, but less than fifteen (15)
years, shall be granted three (3) weeks' vacation with pay;
Effective July 1, 1995 all employees who on June 1st have been employed by
the Company, (in or out of the bargaining unit), fifteen (15) years, but
less than twenty-five (25) years, shall be granted four (4) weeks vacation
with pay;
<PAGE>
All employees who on June 1st have been employed by the Company (in or out
of the bargaining unit) twenty-five (25) years or more, shall be granted
five (5) week's vacation with pay;

Additional vacation with pay shall be granted to those employees who as of
December 31, have accrued seniority which would entitle them to additional
vacation benefits over those to which they were entitled on the preceding
June 1. The same limitations and requirements as prescribed for in Article
V shallalso apply and the date, June 1, shall be replaced by the date
December 31, where appropriate.

     Section 2.  Minimum Hours: Employees with seniority (in or out of the
bargaining unit).  One (1) year or more.  To qualify for full vacation benefits,
the employee, as of June 1st with seniority, must have worked, or have been
available for work eighty (80%) percent of the work year prior to June 1st.
Time off due to occupational injury, jury duty or layoff shall be considered as
time available for work.  No vacation benefits shall be paid to an employee who
has worked less than thirty (30%) percent of the work year prior to June
1st.  An employee who has worked more than thirty (30%) percent of the work
year, but has worked or been available for work less than eighty (80%)
percent of the work year prior to June 1st, will be granted a vacation
which will be equal to his/her vacation bracket multiplied by the
percentage of time worked and time available for work.  If an employee is
on layoff, in military service, or bona fide leave of absence as of June
1st, he/she shall be paid at vacation time, the same portion of his/her
vacation as the time actually worked bears to the work year, When he/she is
recalled he/she must return within three (3) working days and work at least
two (2) weeks.  If he/she does so, he/she shall then receive the unpaid
balance of his/her vacation benefit to which he/she is entitled.

Employees with seniority (in or out of the bargaining unit) of at least six
(6) months, but less than one (1) year.  To qualify for full vacation
benefits the employee, as of June 1st with seniority, must have worked
(availability for work does not apply) eighty (80%) percent of the time
from date of employment to June 1st.  An employee who has worked more than
thirty (30%) percent but less than eighty (80%) percent of the time from
date of employment to June 1st, will be granted a vacation equal to twenty
(20) hours multiplied by the percentage of time actually worked.  No
vacation benefits will be paid to an employee who has worked less than
thirty (30%) percent of the time from date of employment to June 1st.

     Section 3. Computation of Vacation Pay: In computing vacation benefits,
one (1) week's vacation with pay shall be equivalent to five (5) working
days, and eight (8) hours' pay shall be equivalent to one (1) working day.
If the employee is paid at a flat hourly rate, the vacation pay shall be at
the highest rate earned for at least thirty (30) consecutive days during the
year prior to June 1st, including shift premiums, if any.

     Section 4. Scheduling of Vacations: Prior to May 1st of each
calendar year, departmental heads will consult with all employees
entitled to vacations and from such consultations the Company shall
establish a working schedule agreeable to the Union for the vacation
period.  In determining vacation schedules, the Company will respect the
seniority and wishes of the employee to the extent that its needs will
permit. (a) The vacation season for those employees eligible for more
than two (2) weeks vacation with pay, shall be during the twelve (12)
month period beginning on January 1st. (b) The vacation season, for those
employees hired between June 2 and prior to December 31, eligible for
additional vacation with pay, shall be taken between their hire date and
December 31.  The Company may elect to close the plant for a specified
vacation period.
<PAGE>
     Section 5. Date Due: Vacation pay which bas been earned, in
accordance with this Article, shall be paid to the employee on the payday
immediately preceding the start of each employee's vacation.

     Section 6. Consecutive Days, Etc.: All vacations of two (2) weeks or
less shall be taken on consecutive days unless the Company and the
employee agree on a different division of the vacation time.  If an
employee is eligible for a vacation in excess of two (2) weeks, or
additional vacation, his/her vacation schedule for such an additional
vacation, if any, shall be determined pursuant to Section 4 of this
Article.  Vacations shall not be changed without thirty (30) days notice,
or the consent of the employee involved.  If any employee voluntarily
responds to a Company request to return from his/her vacation prior to
its expiration date, he/she shall be reimbursed for all out-of-pocket
expense in connection with such recall and allotted an additional
vacation period for the untaken vacation time.

     Section 7. Retiree Pro-rata Vacation Pay: Any employee who retires
prior to June 1st of any calendar year at the retirement age prescribed
by the Social Security laws of the United States and who has given to the
Company a two (2) month notice in writing in advance of his/her intention
to do so shall be paid the pro-rata vacation pay earned by such employee,
the amount of which is to be determined by provisions of Section 1, 2,
and 3 of Article V.

     Section 8. Holidays and Holiday Pay: Employees who qualify hereunder
shall be paid for eight (8) hours straight-time pay for each of the
following holidays or the dates on which they are observed, though no
work shall be performed on such days:

New Years' Day                    Dr. Martin Luther King's Birthday
Washington's Birthday             Good Friday
Memorial Day                      Fourth of July
Labor Day                         Thanksgiving Day
Friday after Thanksgiving Day     One Floating Holiday
Christmas Eve Day                 Christmas Day

Employees who work on said holidays shall be paid, in addition to eight
(8) hours holiday pay, double time for all time worked.  An employee shall
be eligible for holiday pay who shall have been employed for a period of
sixty (60) calendar days before such holiday and has met one of the
following additional conditions:
                                                              
Worked the regularly scheduled workday preceding and the regularly
scheduled workday succeeding the holiday, unless an absence for one of
such days shall be excused for good cause, substantiated by the employee,
or been at work in the two (2) weeks preceding said holiday and laid off
during such preceding two (2) weeks, or is on a bona fide leave of absence
starting within the two (2) weeks immediately preceding such holiday, or on
the workday immediately following such holiday, or if no work is scheduled
between two (2) holidays, to be eligible for pay for both holidays, an employee
must work his/her preceding scheduled workday and his/her scheduled workday
succeeding such holidays.  To be eligible for pay for one (1) of the holidays,
an employee must work either his/her scheduled workday preceding the first
holiday or his/her scheduled workday succeeding the second holiday.
An employee who fails to work any portion of the last hour on the
regularly scheduled workday preceding and the regularly scheduled workday
succeeding a holiday or holidays, shall not lose holiday pay for such
holidays if excused by the Company for good cause.

     Section 9. Floating Holiday: Subject to the eligibility requirements
for holiday pay, the recognized holidays hereunder shall include one (1)
additional holiday, designated as a "floating holiday".  The Company
shall select the day on which such holiday will be observed and shall
give not less than two (2) weeks notice prior to the date on which such
floating holiday will be celebrated.
<PAGE>
ARTICLE VI
WAGES

     Section 1. Rates: Effective 7-4-94, there shall not be an increase in
wages for all employees until 7-1-95.

The Company agrees to pay five (5%) percent of the 1994 gross profits,
before taxes, to all employees actively on the payroll as of 7-4-94.  The
measuring period shall be from 7-4-94 through 12-31-94.  The formula is
based on hours worked and the employees rate of pay, which will be
awarded on March 15, 1995.  In addition to the five percent (5%) gross
earnings before taxes, the Company will deduct $500,000 from all gross
earnings for 1994.

      Prior to 7-4-95, the Company and the Union shall meet for contract
years 1995 & 1996 to negotiate wages.  The wage rate, to be paid under
the terms of this Agreement to employees in each occupational
classification, are those appearing in Appendix "A" which reflect said
wage increase and is attached hereto and made a part hereof.  Such rates
are minimum rates of pay only.  The Company may not pay less than those
rates, but nothing in this Agreement shall prevent the payment of rates
higher than those listed in said schedule.

     Section 2. Cost of Living: If for the month of May 1995, the Revised
Consumer Price Index for Urban Wage Earners and Clerical Workers, all
items for Chicago published by the Bureau of Labor Statistics of the US
Department of Labor (or any successor agency thereto) (1967 = 100) has
increased by more than four (4) points above said Index for the month of
May 1994, then one (1c) cent shall be added to the hourly wage rates as
set forth in Appendix "A" hereof and which are in effect from July 3,
1995 until July 1, 1996 for each full fourtenths (.4) of a point which
said Index has risen above said four (4) points up to a maximum of
fifteen (15c) cents.

If for the month of May 1996 said Index has increased by more than four
(4) points above said Index for the month of May 1995, then one (1c) cent
shall be added to the hourly wage rates as set forth in Appendix "A"
hereof and which are in effect from July 1, 1996 until June 30, 1997 for
each full four-tenths (.4) of a point which said Index has risen above said
four (4) points up to a maximum of fifteen (15c) cents.

     Section 3. New Classifications: Prior to establishing a new
classification, the Union shall be advised of the Company's intention and
the rate which the Company wishes to apply.  After thirty (30) days of
operation but before sixty (60)  days, either party may request
negotiations on the rate for the new classification.  The rate resulting
from these negotiations shall become the permanent rate.  In the event no
request is made to negotiate a change in the rate as to the new
classification, it is understood that the established rate shall be the
effective rate.

     Section 4. Upgrading:  An employee being upgraded, who has not
previously worked in the classification to which he/she is upgraded,
shall be placed in the next higher rate in the progression plan of the
new classification above the rate being paid to such employee prior to
the upgrading.  If the employee has previously worked in the
classification to which he/she is upgraded, he/she shall receive the rate
to which the amount of his/her previous experience entitles him/her.
Such changes in the rate shall be paid retroactive from the first day
worked following such transfer who successfully completes the two (2)
week trial period.  To be eligible for a rate change, an employee must
have worked at least four hundred (400) hours and a period of at least
thirteen (13) weeks shall have elapsed since his/her first employment or
his/her last classification change.
<PAGE>                          
     Section 5. New Experienced Employees: New employees who have worked
during the last eighteen (18) months in the type of work available and
whose previous experience can be verified shall be placed on two (2)
weeks trial period at the starting rate of pay in their respective
classifications and at the expiration of such trial period, if retained
in the employ of the Company, shall be given credit in the automatic
progression plan, as outlined in Appendix "A" hereof for their proved
experience in similar work.
                          
     Section 6. Payday: Wages shall be paid on Friday of each week and shall
include all work performed up until 12 midnight of the previous Sunday.

     Section 7. Piece Work: If the Company utilizes a piece work
incentive or bonus plan, the operations of such a plan shall be covered
by the provisions of Appendix "C" hereof.

     Section 8.  Pension Plan: During the term of this Agreement, the
Company shall maintain for each of the employees covered by this
Agreement a Pension Benefits Plan.  The Company and the Union have agreed
to a pension benefits plan named the National Industrial Group Pension
Plan.  The employee pension plan is funded solely by the Company and the
contribution rate is based on cents per hour paid as follows:

Effective July 5, 1993 - ten cents (10c) per hour will be contributed for
each employee based upon hours paid of this Agreement.

Effective July 3, 1995 - an additional five cents (5c) per hour will
be contributed for a new total of fifteen cents (15c) based upon all
hours paid during the second year of this Agreement.

Effective July 1, 1996 - an additional five cents (5c) per hour will
be contributed for a new total of twenty cents (20c) based upon all hours
paid during the third year of this Agreement.

ARTICLE VII
INSURANCE

      During the term of this Agreement, the Company will maintain for
the employees covered by this Agreement, an insurance policy with a
responsible insurance company with coverage's and provisions set forth in
Appendix "B" of this Agreement.  The premium per month per employee for
this insurance coverage shall be paid for entirely by the Company,
through June 30, 1995.

      The premium cost per month to employees covered by this Agreement,
as of July 1, 1991, for dependent coverage (one (1) dependent - HMO $3.46
per week P.P.O. $6.92 per week, two (2) or more dependents HMO $4.62 per
week - P.P.O. $9.23 per week) shall not be increased through June 30,
1995.

Prior to July 4, 1995, the Company and the Union shall meet for contract
years 1995 & 1996 to negotiate medical health insurance.
This article applies only to employees with sixty (60) days or more of
seniority but does not apply to part-time employees.

ARTICLE VIII
GENERAL PROVISIONS

     Section 1. Saving Clause: All benefits affecting the employees
covered by this Agreement presently in effect and which are not definitely
referred to or changed herein, shall remain in effect during the life of
this contract.

     Section 2. Bulletin Board: A bulletin board will be provided by the
Company for the Union's use.  The Union shall have the privilege of posting
notices concerning its official business and social activities upon such
bulletin board. Where the size of the plant requires it, more than one
(1)  bulletin board will be furnished by the Company.
<PAGE>
     Section 3. Election Day: In conformity with the laws of the State of
Illinois, employees who are legitimate registered voters will be given
time off not to exceed two (2) hours for voting at general elections.  At
the time of an election in which a President of the United States will be
selected, employees will be given paid time off not to exceed two (2)
hours.

     Section 4. Supervisors: Departmental production supervisors shall
not engage in production work, except such production work may be undertaken
when instructing new employees, breaking in a new job, correcting faults
of production procedures and dealing with emergencies.

     Section 5. Right of Access: Authorized Union officers or
representatives shall have access to the factory during business hours upon
reasonable notification to the Company for investigation and adjustment of
matters covered by or arising under this Agreement.

     Section 6. Conflict with State and Federal Law: Should any provision
of this Agreement be declared illegal by any court of competent jurisdiction
such provision shall immediately become null and void leaving the
remainder of the Agreement in full force and effect and the parties shall
thereupon seek to negotiate substitute provisions which are in conformity
with the applicable law.

     Section 7. Female Employees: There shall be equal pay for equal work
performed regardless of the sex of the employee.  There shall be no
discrimination in wages, hours, or other terms or conditions of
employment, or in training or upgrading, on account of the sex or marital
status of the employee.

     Section 8. Paid Leave of Absence: In instances of the death of a
member of the immediate family of a regular employee, the Company will,
where required, grant a paid leave of up to three (3) regular working
days to enable such employee to attend the funeral and otherwise assist
in arrangements pertaining to the burial of such member of the family.
An employee who travels a long distance to attend a funeral or services
shall be authorized one (1) additional day following the funeral or
services, but not to exceed three (3) days pay. Each day's pay shall
consist of the employee's regular rate of eight (8) hours. The term
"immediate family", as used herein, is defined as consisting of the
following members only: Mother, Father, Husband, Wife, Children, Brother,
Sister, Mother-in-law, Father-in-law, Grandparents, Grandparents-in-law
and Grandchildren.  Where a death occurs to any such member of the
employee's family, he/she shall make application to the Human Resources
Director for such paid leave.  Such paid leave will not be granted in
instances when the employee, otherwise eligible, does not attend the
funeral.  The employee absent on a paid leave shall not be eligible for,
or notified of, any overtime which is scheduled during the period of such
employee's leave.  This provision is not applicable if you are on a formal
leave of absence, on a company designated holiday or during periods of vacation.

     Section 9. Jury Service: An employee who shall have been employed
sixty (60) calendar days immediately prior to reporting for jury duty and
who performs jury service shall be paid an amount for each day of the
regular workweek that such employee performs jury service as shall equal
eight (8) hours of straighttime pay at the employee's regular hourly rate
less the jury fee legally payable to such employee for that day of jury
service.  An employee shall have performed jury service on any day that
such employee reports to Court for jury service pursuant to an Order of
Court.  The payments as provided herein shall be for the entire period of
service on a jury pursuant to an Order of Court.  To be entitled to
receive such jury service pay differential, such employee shall furnish
the Human Resources Director of the Company a voucher from the Court
wherein such jury service is performed setting forth the number of days
of jury service and the jury fees paid to such employee for jury service.
<PAGE>
In the event an employee performs jury service on a day for which such
employee receives a vacation and/or holiday pay, such employee shall
not be paid jury service pay differential for that day.  An employee who
is on leave of absence, layoff, paid death leave, or who is accruing
Workers' Compensation benefits shall not be paid jury service pay
differential while on such status. An employee performing jury service
shall return to work on his/her first regular workday after being excused
from such jury service.

     Section 10. Safety and Health Provisions: The Company shall make
reasonable provisions for the safety and health of employees during
working hours and shall provide all reasonable protective devices and
other equipment to protect them from injury.

     Section 11.  Union Employee Educational Assistance Program:

(A) Education Eligibility Requirements:
Educational courses must be related to the classification of work being
or to be performed by the employee.

Such courses and institutions must be approved by the Company prior to
enrollment.

Courses are to be taken during non-scheduled working hours.

(B) Amount of Reimbursement:
For employees who complete specialized courses, the Company will pay up
to 100% of the tuition charges per semester at the satisfactory (grade
"C" or better) completion of the course material in an approved school.
When education expenses are partially paid by assistant-ships,
scholarships, fellowships, or G.I. Bill Benefits, tuition reimbursements
is based on the net amount actually paid by the employee, excluding
amounts paid through assistantship, scholarships, fellowships, or G.I.
Bill Benefits.

(C)  Method of Reimbursement:
To be eligible for tuition refund, the employee must, prior to the time
of enrollment, fill out an application form per semester, for course(s)
contemplated.

Obtain the approval of the employee's supervisor who in turn will get the
Company approval through Human Resources.

Upon completion of course(s), submit to the employees supervisor a
written statement from the school stating that the course(s) have been
satisfactorily completed.  This is usually a copy of the grade statement.

The supervisor will forward this information to the Human Resources
Director and within two (2) weeks the employee will receive a check
containing the proper tuition refund as well as his/her tuition receipt
and grade statement.

If for any reason employment is terminated before completion of the
program, then the Company's obligation ceases.

     Section 12.  Call-in Sick / Personal Day:  Each regular employee of the
Company shall be eligible for a call-in sick/personal day of one (1) each
contract year.  Such day is not cumulative from year to year but the
Company will pay the employee by July 1 of each contract year for the day
not taken. One (1) such day shall equal eight (8) hours pay at the
employee's regular hourly rate of pay.

     Section 13.  Inventory Shutdown Scheduling:  The Company will
schedule inventory by departmental seniority, and shall, in the event
that additional employees are required in the stock room area, first ask
former stock room area employees to work.


Signed this 19th day of February, 1995.

                                   Local 1031,
                                   International Brotherhood
Wells-Gardner                      Of Electrical Workers,
Electronics Corporation            AFL-CIO


/s/ ANTHONY SPIER                  /s/ SOLOMON R. MARTIN
Anthony Spier                      Solomon R. Martin
President                          Business Manager
<PAGE>

ATTACHED TO AND MADE PART OF AGREEMENT BETWEEN WELLS-GARDNER ELECTRONICS
CORPORATION AND LOCAL 1031, INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS,
AFL-CIO, FOR PERIOD JULY 4, 1994 UNTIL JUNE 29, 1997.

APPENDIX "A"
WAGE SCALE EFFECTIVE 7/4/94 THROUGH 6/29/97
<TABLE>
     JOB CLASSIFICATION                   START     2MO       3MO
<S>  <C>                                  <C>       <C>       <C>
2-8  Sweeper                              6.15      8.95      9.05
3-2  Assy., Wirer-Solderer                6.15      9.05      9.14
3-5  Riveter                              6.15      9.05      9.14
                                                   
G.L. Group Leader                                             9.55
4-1  Wire Cutting Machine Operator        6.17      9.06      9.23
4-3  Bailer-Sweeper                       6.17      9.06      9.23
4-5  Packer-Final Assembly                6.17      9.06      9.23

G.L. Group Leader                                             9.55
</TABLE>
<TABLE>
     JOB CLASSIFICATION                   START     3MO       6MO
<S>  <C>                                  <S>       <S>       <S>
5-1  Heavy Packer                         6.23      9.13      9.29
5-2  Stockkeeper, Stock Delivery          6.23      9.13      9.29
5-5  Rivet/Pems Set-Up Oper.              6.23      9.13      9.29
5-6  Prepare & Operate Insertion Machine  6.23      9.13      9.29
5-7  Automatic Checking Machine Operator  6.23      9.13      9.29

G.L. Group Leader                                             9.61
6-1  Solder Pot Operator                  6.31      9.06      9.43
7-2  Wire Cutting Mac, Set-Up & Oper.     6.37      9.29      9.54
7-5  Riding Power Vehicle Operator        6.37      9.29      9.54
7-7  Assy. Inspector                      6.37      9.29      9.54
7-8  Relief & Repair Operator             6.37      9.29      9.54
7-11 Building Fireperson                  6.45      9.41      9.63

G.L. Group Leader                                             9.87
</TABLE>
<TABLE>
     JOB CLASSIFICATION                 START   3MO    6MO    9MO    12MO
<S>  <C>                                <C>     <C>    <C>    <C>    <C>
8-2    Tester-Phaser"B"(Printed Boards) 6.55    9.46   9.55   9.77
8-4    Fine Patcher                     6.55    9.46   9.55   9.77
                                                         
10-2   Tool Crib Worker                 6.71    9.61   9.72   9.82    9.94
11-2   Tester                           6.77    9.67   9.79   9.87   10.04
11-6   Cabinet Finisher                 6.77    9.67   9.79   9.87   10.04

G.L.   Group Leader                                                  10.41
12-4   Precision Mechanical Assembler   6.81    9.82   9.89   10.05  10.18
12-9   Final Line Inspector(Comp.Prod.) 6.81    9.82   9.89   10.05  10.18
12-10  Master Cabinet Finisher          6.89    9.87   9.98   10.10  10.23

G.L.   Group Leader                                                  10.61

*12-12 Maintenance "B"                  7.18    10.09  10.22  10.41  10.59

13-1   Analyzer                         7.49    10.44  10.54  10.67  10.78
                                                                     
14-1   Master Analyzer                  7.96    11.04  11.30
14-2   Maintenance "A"                  7.96    11.04  11.30

G.L.   Group Leader                                                  11.79
15-1   Senior Master Analyzer                                        11.89
</TABLE>
*Education Bonus - 1 Course = 10c per hour
(after maximum rate)  2 or more Courses 10c per hour (additional)
<PAGE>

ATTACHED TO AND MADE PART OF AGREEMENT BETWEEN WELLS-GARDNER ELECTRONICS
CORPORATION AND LOCAL 1031, INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS,
AFL-CIO, FOR PERIOD JULY 4, 1994 UNTIL JUNE 29, 1997.
 
APPENDIX "B"
                                                         
THE INSURANCE COVERAGE FOR EMPLOYEES AND DEPENDENTS COVERED BY THIS AGREEMENT

NON-OCCUPATIONAL - WEEKLY DISABILITY BENEFITS:
(EMPLOYEES ONLY)

Benefits are payable for accident from the first (1st) day and for sickness
from the eighth (8th) day for a period up to thirteen (13) weeks for any one (1)
disability.

The weekly benefits are:
Effective 7/1/94 - $155.00
Effective 7/1/95 - $170.00
Effective 7/1/96 - $185.00

LIFE INSURANCE: (Employees Only)

Effective 7/1/94 - $14,500 (AD&D - $14,500)

DENTAL INSURANCE PLAN:
Effective the first year of this Agreement, Plan AHS-100/DentaCap.  The premium
cost of this plan shall be $5.95 per month for the employee coverage to be paid
entirely by the Company for the three (3) year term of this Agreement.  The
premium cost of this plan for family coverage shall be $14.86 per month. An
employee may elect to secure this coverage for his/her dependents at a premium
cost of $1.79 per week to be paid for by the employee for the three (3) year
term of this Agreement.

OPTICAL PLAN OFFERED BY UNITED OPTICAL INC.:
Covers employee and dependents.  Entire premium cost to be paid for by the
Company for the three (3) year term of this Agreement.

CONTINUATION OF INSURANCE COVERAGE:

Temporary Lay-off:
An insured, temporarily laid-off employee will be covered by insurance
benefits at no cost until the end of the month in which the layoff occurs.
If a temporarily laid-off employee desires to continue the insurance, all
coverage's, except weekly disability benefits, may be continued for a period
not to exceed six (6) months, providing the laid-off employee makes the first
premium payment in full for the following month within seven (7) days from the
date of the layoff, or the first of the following month, whichever occurs first.

Sick Leave:
The insurance for an employee on sick leave will be paid by Wells-Gardner
Electronics Corporation for three (3) months.  If the employee wishes to
continue his/her insurance after this period, he/she may do so for an additional
three (3) months, provided the required monthly premium is paid by the employee
to Wells-Gardner Electronics Corporation before the end of the third month of
sick leave and monthly thereafter.

All employees shall be provided together with their dependents all rights
under COBRA.

Total Disability of Employee:
In the event an employee becomes totally disabled, as determined by the
provisions and regulations of the Social Security laws, the Company will pay the
entire premium cost for the continuation of such employee's medical insurance
coverage for a period of up to two (2) years or until such employee reaches age
65, whichever occurs first.

Death of Employee:
In the event an employee dies while in the active employ of the Company, the
Company will pay the entire premium cost for the continuation of the medical
insurance coverage for the spouse and dependent children for a period up to one
(1) year; provided however that:

Such medical insurance coverage shall cease upon the remarriage of the spouse
and provided also that,

The spouse or dependent children shall not be eligible for coverage under any
other employer paid insurance plan.
<PAGE>

ATTACHED TO AND MADE PART OF AGREEMENT BETWEEN WELLS-GARDNER ELECTRONICS
CORPORATION AND LOCAL 1031, INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS,
AFL-CIO, FOR PERIOD JULY 4, 1994 UNTIL JUNE 29, 1997.

APPENDIX "C"

It is understood and agreed by the parties hereto that the Company may
continue and/or install a piece work or incentive system in its plant.  Such
incentive plan must be mutually agreed to between the parties.  In the event it
does so, piece work or incentive rates shall be established by the time studies
made by the Company and same may be revised.  Employees shall have the right to
question the time study on any job which they believe to be improperly timed.
In such event the Company shall cause an investigation to be made and if it
believes that an error may have been committed, it shall cause such job to be
re-timed.  In the event such re-timing is still questioned or in the event the
Company fails to re-time such job, the matter may be handled according to the
grievance procedure provided for in this Agreement.  It is understood and agreed
that incentive rates will be so adjusted as to compensate employees working on
the incentive basis for the rest periods without additional pay thereafter.


Signed this 20th day of December, 1994.


                                   Local 1031,
                                   International Brotherhood
Wells-Gardner                      Of Electrical Workers,
Electronics Corporation            AFL-CIO


/s/ ANTHONY SPIER                  /s/ SOLOMON R. MARTIN
Anthony Spier                      Solomon R. Martin
President                          Business Manager
<PAGE>