SALES REPRESENTATIVE AGREEMENT


     This      SALES REPRESENTATIVE AGREEMENT (this "Agreement") is made
and entered into this  9th day of December,  1998, effective January  1,
1999,  between  WELLS-GARDNER   ELECTRONICS  CORPORATION,  an   Illinois
corporation  (the  "Company"),  JAMES  INDUSTRIES,  INC.,  an   Illinois
corporation (the "Representative"), JAMES  J. ROBERTS, JR.  ("Roberts"),
and JOHN R. BLOUIN ("Blouin").

     WHEREAS, the Company designs, manufactures and markets  electronics
video products consisting primarily of video monitors;

     WHEREAS, the Company, the Representative and Roberts entered into a
Sales Representative Agreement dated January 1, 1996, as amended  August
15, 1997, whereby the Company appointed the Representative as its  sales
representative  for   certain   products   of  the   Company   and   the
Representative accepted  such position  as sales representative of  such
products (collectively, the "Former Sales Representative Agreement");

     WHEREAS, the  Representative, Roberts  and Blouin  have executed  a
Promissory Note  in favor  of the  Company of  even date  herewith  (the
"Note"); and

     WHEREAS, the Company, the Representative, Roberts and Blouin desire
to cancel the Former Sales Representative Agreement and enter into  this
Agreement, all in accordance with the terms and conditions set forth  in
this Agreement;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  mutual
covenants  and   agreements   contained  herein   and   other   valuable
consideration,  the  receipt   and  sufficiency  of   which  is   hereby
acknowledged, the parties agree as follows:

     1.  Definitions.

     "Annual Sales Goal"  shall be the  original equipment  manufacturer
("OEM") sales goal for each fiscal year agreed upon between the  Company
and the Representative and provided for in the annual budget approved by
the Board of Directors of the Company.

     "Markets" shall mean the  following markets and  uses in which  and
for which the Products may be sold: amusement, leisure/fitness,  gaming,
automotive, and shall include only OEM customers.

     "Net Sales" shall mean  the aggregate amount  of the Company's  net
sales  of  Products  in  the  Markets.    For  purposes  of  determining
commissions, Net Sales shall be calculated  at the end of each month  by
annualizing year-to-date Net Sales.

     "New  Accounts"   shall  mean   companies   agreed  upon   by   the
Representative and the Company to which  the Company has sold less  than
$10,000 of Products in the twenty-four months prior to the date of  this
Agreement.
<PAGE>
     "Products" shall  mean  all  new and  refurbished  video  monitors,
mechanical coin mechanisms and coin  doors, liquid crystal displays  and
plasma unit products currently produced or assembled and/or sold by  the
Company and all future versions of  such items.  The Products shall  not
include any newly developed, acquired  or licensed products without  the
prior written consent of the Company, which may be withheld in its  sole
discretion.

     2.  Appointments.    The  Company    hereby      appoints      the
Representative, and the Representative hereby accepts appointment by the
Company, as sales representative for the Products in the Markets,  under
the terms and  conditions contained herein.   The Representative  hereby
agrees to engage actively  and diligently in the  promotion and sale  of
the Products, to use its best  efforts to fully develop the Markets  for
the Products, and to render prompt  and complete sales and servicing  to
its customers at its sole cost and expense.

     3.  Exclusivity.    The  Representative  shall  be  the   Company's
exclusive sales representative for  the Products in  the Markets in  the
United States of America, Canada and Mexico (the "Territory") and  shall
be the Company's sales representative for the Products in the Markets on
a non-exclusive  basis in  all other  geographic  areas other  than  the
Territory.

     4.  Sales Invoicing.   The Company shall  prepare all invoicing  on
sales of  Products  to customers,  except  as mutually  agreed  upon  in
writing.  The Company shall furnish the Representative with a summary of
the following invoices on a monthly basis: (i) invoices of Products sold
in the Territory  for use  in the Markets;  and (ii)  invoices of  other
products, if any, sold by the  Company and for which the  Representative
is entitled to a commission pursuant to this Agreement.

     5.  Commissions.

     (a)  Monthly Commission.   On the  45th day after  the end of  each
month, the Company  shall pay to  the Representative  a commission  (the
"Monthly Commission") consisting of:

          (i) a commission  of 4.15%  of Net  Sales of  Products in  the
Markets to  the  international accounts  listed  on Exhibit  A  attached
hereto for such month; plus

          (ii) a commission  of 4.15% of  Net Sales of  Products in  the
Markets for  finished  goods and  refurbished  monitors to  the  service
accounts listed on Exhibit B attached hereto for such month; plus

          (iii) a commission of  1.00% of Net Sales  of Products in  the
Markets for finished goods and refurbished  monitors to Mazzco and  Happ
Controls for such month; plus

          (iv) a  commission of  2.28% of  Net  Sales of  all  t-models,
excluding consigned panels and controllers for such month; plus

          (v) a commission  of 4.15%  of Net  Sales of  Products in  the
Markets for  such  month for  which  commissions   have  not  been  paid
pursuant to Sections 5(a)(i)-(iv) above.
<PAGE>
     (b)   New Customer  Commission.   In  addition to  the  commissions
payable pursuant to Sections 5(a) and 5(c), the Company shall pay to the
Representative a commission  of 0.5%  of Net  Sales of  Products to  New
Accounts during the first twelve months of sales to such New Accounts.

     (c) Sales Goal Commissions. In addition to the commissions  payable
pursuant to  Sections  5(a) and  5(b),  the  Company shall  pay  to  the
Representative a  commission  of 0.5%  of  the Company's  Net  Sales  of
Products in excess of the Annual Sales Goal.

     (d)  Excluded Transactions. Notwithstanding Section 5(a) above, the
Company shall pay no commission on the following transactions:

          (i) service sales, including parts, labor, finished goods  and
refurbished  monitors  to  any  operators  and  distributors  except  as
explicitly provided for in Section 5(a)(ii) and (iii) above;

          (ii) sales  to  OEM accounts  listed  on Exhibit  C,  attached
hereto; and

          (iii) sales  to Representative  and its  affiliates;  provided
that the Company gives such companies the best available export  pricing
and terms.

     (d)  All  commissions to be  paid to  the Representative  hereunder
shall be based  upon the Company's  invoice price to  customers for  its
Products, excluding amounts   invoiced  for   taxes,   freight,   C.O.D.
charges or insurance.

     (e)    Notwithstanding  anything   herein  to  the  contrary,   the
Representative shall not be entitled to any commission on Products  sold
for use in markets other than the Markets, on orders canceled or refused
for any  reason whatsoever  by the  Company or  by any  customer, or  on
Products returned for credit upon the  Company's authorization.  In  the
event that the Company accepts Products for  return or is not paid by  a
customer within ninety (90)  days of invoicing,  the Company may  charge
back against the Representative commission which have been paid or which
are due to the Representative as a result of the underlying sale of such
Products; provided, however, that once the Company has been paid in full
by such  customers,  the Representative  shall  be entitled  to  receive
commissions thereon at the  rate set forth  herein.  The  Representative
assumes responsibility for  the accuracy of  all matters  on all  orders
taken by the Representative.

     (f)   In the  event that  the Representative  fails to  notify  the
Company of any disagreement  within ninety (90)  days after receiving  a
statement of  commissions due  in accordance  with the  Section 5,  such
statements shall be conclusively deemed to  be correct and binding  upon
the Representative.

     (g)  The parties agree not to amend the provisions of this  Section
5 during  the term  of this  Agreement, except  as provided  in  Section
14(e).
<PAGE>
     (h)  The Company  shall have the right of set-off against  amounts
due to it under the Note and any amendment thereto or other extension of
credit  to  Representative   or  any     Representative  Affiliate   (as
hereinafter defined).

     6.  Sales Terms.  All orders submitted by the Representative to the
Company shall be on the Company's  regular terms and conditions then  in
effect and  shall be  made  expressly subject  to  the approval  of  the
Company at the home office of the Company at 2701 North Kildare  Avenue,
Chicago, Illinois 60639.  The Company reserves the right to reject,  for
any reason whatsoever, any order submitted by the Representative to  the
Company under this  Agreement, all without  any liability whatsoever  to
the Company.   The  Company  also reserves  the  right, for  any  reason
whatsoever, to change its  quoted priced of Products  form time to  time
and to  discontinue or  modify  at any  time  or times  the  production,
assembly, design and/or sales of Products.

     7.  Sample and Product Information.  The Company shall furnish  the
Representative with such  samples, sales  bulletins, product  brochures,
instruction manuals, and technical guidance as may from time to time  be
available; provided, however, that this Section 7 shall not obligate the
Company to furnish any other such  material or any financial  assistance
to the Representative.

     8.  Adjustments, Compromises  and Collections.  The  Representative
has no authority,  without prior written  agreement by  the Company,  to
represent the  Company  in making  any    adjustments  or   compromises
and the Representative has no authority  to make any connections for  or
on behalf or the Company.

     9.  Intellectual Property Rights and Use.  Ownership and all right,
title and interest in and to any trademarks, trade names, service  marks
or copyrights, whether or  not registered, relating  to any Product  are
and shall remain vested solely in  the Company.  The Representative  may
not utilize any of the Company's trademarks, trade names, service  marks
or copyrights, whether  or not registered,  without the Company's  prior
written consent and  shall immediately  modify or  discontinue such  if,
when and as requested by the Company.

     10.   Product Warranty.    It is  understood  and agreed  that  the
Company's product warranty with respect to the Products shall be limited
to the provisions set forth in  the standard warranty of the Company  in
effect at the time of delivery  thereof.  The Representative shall  have
no authority to alter or enlarge upon such warranties.

     11.  Independent Contractor.  It is expressly understood and agreed
by the parties:

     (a) that the Representative is an independent contractor and shall
not in any way obligate or create liability on the party of the Company;
and

     (b) that the Representative  at no time  shall represent itself  as
the "owner of Wells-Gardner";
<PAGE>
     (c)   and   that   no   contracts,   commitments,   statements   or
representations made by or  only behalf of  the Representative shall  be
binding in any binding in any respect on the Company.  The Company shall
not be liable at any time for  any payments to the Representative or  on
behalf  of  the  Representative  not  specifically  set  forth  in  this
Agreement.

     12.  Facilities  Provided.  The  Company agrees to  provide to  the
Representative office space,  at its sole  option, within the  Company's
premises at no cost to the Representative, and any costs incurred by the
Company of the  Representative in connection  with the  Representative's
use of such facilities shall be borne by the Representative.

     13.  Representative Debt.  If  the Company receives written  notice
from any  customer  of  the  Company  that  the  Representative  or  any
Representative  Affiliate  is  indebted  to  such  customer  for   goods
purchased from such customer and the amount (the "Representative  Debt")
is more  that  sixty  (60)  days past  due  and  the  Representative  or
Representative Affiliate is  not disputing such  Representative Debt  in
good faith and provides  written notice of such  dispute to the  Company
(explaining in detail the dispute and reasons for its position), then:

     (a) the  Company  may notify  the  Representative of  such  written
notice from such customer; and

     (b) if the Representative does not  pay, or otherwise negotiate  an
acceptable payment plan for, the Representative Debt within thirty  (30)
days after receiving the notice from the Company set forth in (a) above,
the Company shall have the right, in its sole discretion, to either  (i)
apply to  the  Representative  Debt any  and  all  commissions  then  or
thereafter due to  the Representative hereunder  or (ii) terminate  this
Agreement.  For purposes of this Section 13, "Representative  Affiliate"
shall mean any  entity, at  least 33  1/3% of  the voting  power or  the
equity of which  is beneficially owner,  directly or  indirectly by  the
Representative, Roberts or Blouin.

     14.  Term and Termination.

     (a) Unless otherwise terminated in  accordance with its terms,  the
term of this Agreement  shall be from the  date hereof, to December  31,
2003; provided,  however, that  this  Agreement shall  be  automatically
renewed for  successive  periods  of one  year,  provided  further  that
neither party  shall have  given the  other  party twelve  months  prior
advance written notice of its intent  to not renew this Agreement for  a
successive one year term.  Notwithstanding the above, this Agreement may
be terminated by the Representative or the Company with approval of  the
Company's Board  of  Directors upon  twelve  (12) months  prior  written
notice to  the other  party (such  termination, the  expiration of  this
Agreement in  accordance with  its terms  or a  termination pursuant  to
Section  14(e)  are  collectively  referred   to  herein  as  a   "Board
Termination").
<PAGE>
     (b) As long as  any amounts remain outstanding  under the Note,  in
the event  of a  material breach  or  default of  any  of the  terms  or
conditions of either this Agreement, the  Note or the Guaranty dated  of
even date herewith by and between  the Company, Roberts and Blouin  (the
"Guaranty") by the Representative, the Company may immediately  withhold
any and all commissions due and  owing to the Representative under  this
Agreement.  If such breach or default continues uncured for fifteen (15)
days, the Company may (i) terminate this Agreement and/or (ii) apply any
withheld commissions to the amounts outstanding under the Note.  Neither
the exercise nor the failure to exercise the right subsection (ii) shall
constitute an election of remedies or limit the Company in any manner in
the enforcement of other remedies that might be available to it.

     (c) Subject to Section 14(b), in the event of a material breach  or
default of  any of  the terms  or conditions  of this  Agreement by  one
party, the other party may terminate this Agreement; provided,  however,
that  if  the  breach  or  default  is  capable  of  being  cured,   the
nonbreaching party must provide the breaching party with written  notice
thereof and if cured within sixty (60) days of such notice, such  breach
or default may not be grounds for termination hereunder.

     (d) This  Agreement  shall terminate  upon  an assignment  for  the
benefit of  creditors  by  the  Representative  or  by  or  against  the
Representative, Roberts, Blouin or any Representative Affiliate, or  the
institution of proceedings  by or against  the Representative,  Roberts,
Blouin or  any  Representative  Affiliate in  bankruptcy  or  under  any
insolvency laws  or  for reorganization,  receivership  or  liquidation,
provided such proceeding is not dismissed within sixty (60) days of  the
institution thereof.

     (e) In  the  event of  the  death, legal  incapacity  or  permanent
disability of Roberts or the termination of his full-time employment  by
the Representative,  then,  in  any such  event,  the  Company  and  the
Representative shall negotiate the terms  on which this Agreement  shall
continue, and if the parties fail  to reach an agreement after a  period
of twelve (12) months, this Agreement shall forthwith terminate.

     (f) The parties agree that in the event of the termination of  this
Agreement for any reason other than pursuant to a Board Termination, the
Company will  not  employ any  person  employed by  the  Representative,
Roberts or Blouin at  any time during the  twelve (12) months  preceding
the date of such termination for a period of one (1) year following such
termination except as mutually agreed upon by the parties.

     (g) In addition  to its other  rights hereunder  or otherwise,  the
Company shall,  on or  before the  effective  termination date  of  this
Agreement, have  the right  to inspect  and make  copies of  all or  any
portion of the books and records of the Representative which pertain  to
the  Company's  business  and  to  the    fulfillment      of       the
Representative's obligations under this Agreement.

     (h) Subject to Section 14(b), the Representative shall be entitled
to receive commissions hereunder on Net Sales made after termination  of
this Agreement if any to the extent orders therefor were received by the
Company prior to the  effective date of  termination of this  Agreement,
subject to all other conditions of payment hereof.
<PAGE>
     15.  Remedies.  It is agreed  that each party shall be entitled  to
an injunction or injunctions to prevent  breaches of this Agreement  and
to specifically enforce the terms and  provisions thereof in any  action
instituted in  any court  of the  United States  or any  stated  thereof
having subject matter jurisdiction, in addition  to and not in lieu  of,
any other remedy  to which  such party  may be  entitled, at  law or  in
equity.

     16.  Confidential Information.

     (a)  The  Representative  acknowledges  that,  in  the  course   of
promoting and selling the Products and performing its duties under  this
Agreement, it may  obtain information relating  to the  Company and  its
products which the Representative  knows or has reason  to know is of  a
confidential and/or  proprietary  nature  ("Confidential  Information").
Such Confidential Information may include, but is not limited to,  price
guidelines,  future   products   releases,  trade   secrets,   know-how,
inventions, methods  of  manufacture, techniques,  processes,  programs,
data,  pricing  and  discount  lists  and  schedules,  customer   lists,
financial information and sales and marketing plans.  The Representative
shall at all times, both during the  terms of this Agreement and at  all
times thereafter, keep  and hold  such Confidential  Information in  the
strictest confidence, and  shall not use  or disclose such  Confidential
Information for any purpose, other than  as may be reasonably  necessary
for the performance of  its duties as a  representative pursuant to  and
during the term of this Agreement.  The Representative shall not use  or
disclose any Confidential  Information to  any person  or entity,  other
than  the  Representative's   employees  with  a   need  to  know   such
Confidential  Information.    The   Representative  warrants  that   the
Representative's  principals,  employees,  agents  and  representatives,
included, but not limited to, Roberts and Blouin shall be advised of the
provisions of this Agreement relating to Confidential Information as set
forth in this Section 16 and shall abide by the terms of this Section 16
to the same extent as the Representative is required to do so.

     (b)  Promptly  upon   the  termination  of   this  Agreement,   the
Representative shall on its own initiative turn over to the Company  all
Confidential  Information  and  all  other  information  and   material,
including, without limitation, all  and any Product samples,  pamphlets,
catalogs, booklets and other advertising data and literature  concerning
the Company  and/or  the  Products,  and  all  copies  thereof,  in  the
possession, custody or control of the Representative.
<PAGE>
     17.  Noncompetition.

     (a) The Representative,  Roberts and Blouin  agree that during  the
term hereof and,  if, but only  if, this Agreement  is terminated  other
than pursuant to a Board Termination, then for a period of one (1)  year
after such termination, they will not, directly or indirectly, be in any
manner  engaged  in,  connected   with  (as  a  shareholder,   employee,
independent contractor  or  otherwise) or  employed  by (or  act  as  an
independent contractor or other representative for) any person, firm  or
corporation which is  engaged in a  business which,  anywhere inside  or
outside the  Territory,  (i)  is  competitive  with  the  Company  or  a
successor affiliate thereof of (ii) promotes, sells, markets,  licenses,
distributes,  or   advertises  products   whether  existing   or   under
development, which  are  similar to  or  competitive with  the  Products
anywhere; provided, however, that this subsection shall not be deemed to
limit the Representative's, Robert's and Blouin's right to own less than
10% of the common stock of a publicly held corporation whose shares  are
traded  on  a  recognized  stock  exchange  or  over-the-counter),   and
provided, further, that  the Representative, Roberts  and Blouin may  so
compete in Johnson County, Illinois.

     (b) In the  event of a breach,  violation or  attempted breach  or
violation of any of the provisions of this Section 17, the Company shall
be entitled to an injunction or  restraining order immediately upon  the
commencement of any  suit therefor by  the Company  and without  notice.
Nothing herein  shall  be  construed as  prohibiting  the  Company  from
pursuing any  other   remedy available  to  it for  any such  breach  of
violation for the  recovery of  damages, including  punitive damages  by
reason thereof.

     (c) The  necessity of  protection against the  competition of  the
Representative and  the Representative's  principal and  the nature  and
scope of such protection  has been carefully  considered by the  parties
hereto.  The  parties hereby agree  and acknowledge  that the  duration,
scope and geographic area  applicable to the  restrictions set forth  in
this Section 17 are fair, reasonable  and necessary.  The  consideration
provided for  herein  is  sufficient  and  adequate  to  compensate  for
agreeing to the restrictions contained in this Section 17.  If, however,
any court determines that the foregoing restrictions are not reasonable,
such restrictions shall be modified, rewritten or interpreted to include
as much of their nature and scope as will render them enforceable.

     18.  Limitation of Remedy.  The Representative shall have no  claim
against the Company for  compensation or otherwise  with regard to  this
Agreement or the representation created hereby, whether in contract,  in
tort, under any warranty  or otherwise, either during  the term of  this
Agreement or after  its termination, for  any termination in  accordance
with this  Agreement.   The Company  shall not,  by any  reason of  this
termination of  this  Agreement,  for  sale  or  use  of  Products,  for
negligence, or  otherwise,  be  liable to  the  Representative  for  any
special,  incidental  of  consequential   damages  or  similar   relief,
including  but  not  limited  to,  property  damage,  personal   injury,
compensation or  damages for  loss of  present  or prospect  profits  or
revenues, loss of goodwill  or expenditures, investments or  commitments
made in entering to this Agreement or in connection with the performance
of obligations hereunder.
<PAGE>
     19.  Waiver.  No change  in, addition to, or  waiver of any of  the
provisions of  this Agreement  shall be  binding upon  any party  hereto
unless in  writing signed  by each  party except  as otherwise  provided
herein.   No failure  of a  party  to exercise  any  right given  to  it
hereunder, or  to  insist upon  strict  compliance with  any  obligation
hereunder, an not custom or practice of the parties at variance with the
terms hereof shall constitute a waiver    of  the  party's   rights  to
demand exact compliance with the terms hereof.  Waiver by a party of any
particular default shall not affect or  impair its rights in respect  to
any subsequent default of the same  or of a different nature, nor  shall
any delay or  omission of a  party to exercise  any rights arising  form
such default affect or impair the  party's rights as to such default  or
any subsequent default.

     20.  Notices.   All notices required or  permitted by the terms  of
this Agreement shall  be in writing  and shall be  sent by certified  or
registered mail, postage prepaid, addressed as follows:

If to the Company:

Wells-Gardner Electronics Corporation
North Kildare Avenue
Chicago, Illinois 60629

If to the Representative, Roberts or Blouin:

James Industries, Inc.
Colonial Parkway
Inverness, Illinois 60067

or such other  address as any  party may designate  in a  notice to  the
others.

     21.  Assignments.  This Agreement  shall be binding upon and  inure
to the  benefit of  the parties,  their successors  and assigns.    This
Agreement shall  not be  assignable by  the Representative  without  the
prior written  consent of  the  Company.   Upon  any assignment  by  the
Representative that is not consented to  in writing by the Company,  the
Company may terminate this Agreement solely at its option.

     22.  Survival.  Notwithstanding any termination of this  Agreement,
any duty or obligation  which has been incurred  by the terms hereof  or
which has  not  been  fully observed,  performed  or  discharged,  shall
survive termination  until  such  duty  or  obligation  has  been  fully
observed, performed or discharged.  The rights or remedies hereunder are
cumulative to any other rights or remedies which may be grant by law.

     23.  Severability.   If any  covenant or other  provisions of  this
Agreement is invalid, illegal, or incapable of being enforced, by reason
of any rule of law, administrative  order, provisions of this  Agreement
shall, nevertheless, remain in full force and effect, and no covenant or
provision shall be deemed dependent upon any other covenant or provision
unless so expressed herein.
<PAGE>
     24.   Applicable Law.   This  Agreement shall  be governed  by  and
construed in accordance with the laws of the State of Illinois.

     25.   No Third  Party Beneficiaries.   No  persons other  than  the
Company and the Representative shall have any rights, to commissions  or
otherwise, by virtue of or under this Agreement, and the  Representative
shall  not  acquire,  by  virtue  of  this  Agreement,  any  rights   to
commissions or otherwise under any other agreement that the Company  may
execute with any other sales representative.

     26.   Integration/Modification/Entire Agreement.   This  Agreement,
the Guaranty  and  Note  constitutes  the  entire  agreement  and  final
understanding of the parties with respect  to the subject matter  hereof
and  supersedes  and  terminates  any  and  all  prior   distributorship
agreements,   prior   and/or   contemporaneous   communications   and/or
agreements between the  parties, whether written  or verbal, express  or
implied, direct or indirect, relating in  any way to the subject  matter
hereof including,  but not  limited to    the       Former        Sales
Representative Agreement.  This Agreement is intended by the parties  to
be a complete  and wholly integrated  expression of their  understanding
and agreement, and it may not be altered, amended, revised, modified  or
otherwise changed  in any  way except  by  a written  instrument,  which
specifically identifies  the intended  alteration, amendment,  revision,
modification or other change and clearly  expresses the intention to  so
change this Agreement,  signed by  Roberts or  Blouin on  behalf of  the
Representative, Roberts, Blouin and by an officer of the Company.

     27.  Headings.  The headings in this Agreement are for  convenience
of reference only and  shall not limit or  otherwise affect the  meaning
hereof.

     28.   Counterparts.   This Agreement  may  be executed  in  several
counterparts, each of  which shall  be deemed  an original  but both  of
which constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto  have executed this Agreement  as
of the date of first written above.



WELLS-GARDNER
ELECTRONICS CORPORATION                 JAMES INDUSTRIES, INC.

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

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

/S/  JOHN R. BLOUIN
JOHN R. BLOUIN
<PAGE>
                               EXHIBIT A

                         INTERNATIONAL ACCOUNTS

1.  Lomonoco

2.  Arigato

3.  Deith Leisure

4.  Trident Gaming

5.  Namco Ireland

6.  Diveberas


                               EXHIBIT B

                            SERVICE ACCOUNTS

1.  RBA

2.  Laniel

3.  Churchill

4.  Hanaho

5.  Fun Company

6.  Miscellaneous OEMs


                               EXHIBIT C

                           OEM HOUSE ACCOUNTS

1.  Mentus

2.  Telesensory*

3.  Optelec

4.  Polaroid

5.  Mendes

* will be reviewed by Wells-Gardner management on June 30, 1999.  If
Wells-Gardner management is satisfied with James Industries performance,
commission will be restated at 2.075%.