SALES REPRESENTATIVE AGREEMENT

            THIS AGREEMENT is made and entered into this 29th day of February,
1996, effective as of January 1, 1996, between WELLS-GARDNER ELECTRONICS
CORPORATION, an Illinois corporation (the "Company"), JAMES INDUSTRIES, INC.,
an Illinois corporation (the "Representative"), and JAMES J. ROBERTS, JR.
("Roberts").

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

            WHEREAS, the Company wishes to appoint the Representative as its
sales representative for certain products of the Company and the Representative
desires to be a sales representative of such products, 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, the parties agree as follows:

                    1.     Definitions.

                    "Products" shall mean all products produced or
          assembled and/or sold by the Company, including, but not limited
          to, spare and replacement parts and the service of such products.

                    "Markets" shall mean the following markets and uses in
          which and for which the Products may be sold: amusement, leisure,
          gaming, automotive, video walls, presentation monitors,
          transportation monitors and kiosk monitors, and shall also
          include the data display market but only for the customers listed
          on Exhibit A attached hereto.

                    2.     Appointment.  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
          areas.

                    4.     Sales Invoicing.  The Company shall do 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.
 <PAGE>
                     5.     Commissions.
                    (a)    Monthly Commission.  On the 40th 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 Five Percent (5%) of the Company's
               net sales in the Territory of Products in the video wall,
               presentation monitor, transportation monitor and kiosk
               monitor Markets for such month; plus

                    (ii) a commission of such percentage of the Company's
               net sales in the Territory of Products in Markets other than
               the video wall, presentation monitor, transportation monitor
               and kiosk monitor Markets for such month equal to the
               Commission Percentage (as hereinafter defined); plus

                    (iii)  commissions, at the rates set forth in (i) and
               (ii) above, for sales of Products in the Markets outside the
               Territory for such month, which sales are generated by the
               Representative.

                    (b)    Annual Commission.  As soon as practicable, but
          in no event later than April 1 each year, the Company shall
          calculate the Representative's annual commission for the
          preceding calendar year (the "Annual Commission") in the
          following manner:

                    (i) a commission of Five Percent (5%) of the Company's
               net sales in the Territory of Products in the video wall,
               presentation monitor, transportation monitor and kiosk
               monitor Markets for the preceding calendar year; plus

                    (ii) a commission of such percentage of the Company's
               net sales in the Territory of Products in Markets other than
               the video wall, presentation monitor, transportation monitor
               and kiosk monitor Markets for the preceding calendar year
               equal to the Commission Percentage; plus

                    (iii)  commissions, at the rates set forth in (i) and
               (ii) above, for sales of Products in the Markets outside the
               Territory for the preceding calendar year, which sales are
               generated by the Representative.

                    If the Annual Commission is greater than the sum of
               Monthly Commissions paid for the preceding calendar year (the
               "Aggregate Monthly Commission"), the Company shall, no later than
               ten (10) business days after such calculation, pay to the
               Representative the difference between the Annual Commission and
               the Aggregate Monthly Commission.

                    If the Aggregate Monthly Commission is greater than the
               Annual Commission, the Representative shall, no later than ten
               (10) business days after such calculation, pay to the Company the
               difference between the Aggregate Monthly Commission and the
               Annual Commission.

                    (c)    Definitions
<PAGE>
                    (i)    "Net Sales" shall mean the aggregate amount of
               the Company's net sales of Products in the Markets.  For
               purposes of determining Monthly Commissions, Net Sales shall
               be calculated at the end of each month by annualizing year-
               to-date Net Sales.  For purposes of determining Annual
               Commissions, Net Sales shall equal the Company's net sales
               of Products in the Markets for the preceding calendar year.

                    (ii)   "Profit" shall mean year-to-date net income
               after taxes.

                    (iii)  "Loss" shall mean year-to-date net loss after taxes.

                    (iv)   The "Commission Percentage" for any month or
               year shall be (1) the Applicable Rate set forth in Column B
               of Exhibit B if the Company has operated at a Loss, year-to-

               date, through the end of such month or year as the case may
               be, or (2) the Applicable Rate set forth in Column C of
               Exhibit B if the Company has operated at a Profit, year-to-
               date, through the end of such month or year as the case may
               be.  The "Applicable Rate" for any month or year shall be
               based upon the Net Sales calculated as provided herein.

                    (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 commissions 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 customer, 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
          this Section 5, such statements shall be conclusively deemed to
          be correct and binding upon the Representative.

                    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 prices of
          Products from time to time and to discontinue at any time or
          times the production, assembly, design and/or sale of Products.
<PAGE>
                    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 collections for or on behalf of 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 use 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 part of the Company; and

                    (b)    that the Representative at no time shall
               represent itself as the "owner of Wells-Gardner;"

                    (c)    and that no contracts, commitments, statements
               or representations made by or on behalf of the
               Representative shall be 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 or the Representative in
          connection with the Representative's use of such facilities shall
          be borne by the Representative.
<PAGE>
                    13.    Representative Debt.  If the Company receives
          written notice from any customer of the Company that the
          Representative or any Representative Affiliate (as hereinafter
          defined) is indebted to such customer for goods purchased from
          such customer and the amount (the "Representative Debt") is more
          than sixty (60) days past due, 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 discretion, to either (i) apply to the
               Representative Debt any and all Monthly or Annual
               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 50% of the voting power or the equity
          of which is beneficially owned, directly or indirectly by the
          Representative, Roberts, and John R. Blouin.

                    14.    Term and Termination.
                    (a)    The term of this Agreement shall be from January
          1, 1996, to December 31, 2000; provided, however, that this
          Agreement will be automatically renewed for successive periods of
          one (1) year.  Notwithstanding the above, this Agreement may be
          terminated by any party upon twelve (12) months prior written
          notice to the other party.

                    (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.

                    (c)    This Agreement shall terminate upon an
          assignment for the benefit of creditors by the Representative or
          by or against the Representative or Roberts, or the institution
          of proceedings by or against the Representative or Roberts 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.

                    (d)    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, this Agreement shall forthwith terminate.

                    (e)    The Company agrees that in the event of the
          termination of this Agreement for any reason (other than a
          termination by the Representative under Sections 14(a) or (b)),
          it will not employ any person employed by the Representative or
          Roberts 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.
<PAGE>
                    (f)    In addition to its other rights, 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.

                    (g)    The Representative shall be entitled to receive
          commissions hereunder on Net Sales made after termination of this
          Agreement if and 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 hereof.

                    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 state 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 product
          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 term 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 to 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, James J. Roberts,
          Jr., 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 and Roberts agree that during
          the term hereof and, if, but only if, the Representative or
          Roberts voluntarily terminates this Agreement under Section
          14(a), or the Company terminates this Agreement under Section
          14(b) or 14(c), then for a period of one (1) year after notice of
          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 or affiliate thereof or (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 and Robert'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 and Roberts 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 or 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
          principals 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 or nonrenewal in accordance with
          this Agreement.  The Company shall not, by reason of the
          termination of this Agreement, for sale or use of Products, for
          negligence, or otherwise, be liable to the Representative for any
          special, incidental or consequential damages or similar relief,
          including but not limited to, property damage, personal injury,
          compensation or damages for loss of present or prospective
          profits or revenues, loss of goodwill or expenditures,
          investments or commitments made in entering into 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, and no 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 from 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
                         2701 North Kildare Avenue
                         Chicago, Illinois  60639

                    If to the Representative or Roberts:
                         James Industries, Inc.
                         1619 Colonial Parkway
                         Inverness, Illinois  60067

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

                    21.    Assignment.  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 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 granted by law.

                    23.    Severability.  If any covenant or other
          provision 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 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 Agreement dated March 1, 1991, as subsequently
          amended, by and between the parties hereto.  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 an officer of the
          Representative 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 first written above.


          WELLS-GARDNER                      JAMES INDUSTRIES, INC.
          ELECTRONICS CORPORATION:

          By: /s/ ANTHONY SPIER              By: /s/ JAMES J. ROBERTS, JR.  
              Anthony Spier                      James J. Roberts, Jr.
              Title: CEO                         Title: CEO

     
              /s/ JAMES J. ROBERTS, JR.
              James J. Roberts, Jr.
<PAGE>
                                   EXHIBIT A

                       CUSTOMERS IN DATA DISPLAY MARKET

  1. Polaroid
  2. North American Drager
  3. Coulter Electronics
  4. Optelec
  5. Telesensory
  6. Simrad
  7. Future new accounts must be mutually agreed

<PAGE>
<TABLE>
                                   EXHIBIT B

                             COMMISSION SCHEDULE

        <S>                                     <C>             <C>
        NET SALES                               LOSS            PROFIT

        Under $27.5 million                     3.00 percent    3.25 percent
        $27.5 million to $29.99 million         3.25 percent    3.50 percent
        $30.0 million to $37.49 million         3.50 percent    3.75 percent
        $37.5 million to $42.49 million         4.00 percent    4.00 percent
        $42.5 million to $47.49 million         4.50 percent    4.50 percent
        $47.5 million and over                  5.00 percent    5.00 percent
</TABLE>
<PAGE>