Vice President-sales Employment Agreement

GAMETECH INTERNATIONAL, INC.


AMENDED
EMPLOYMENT
AGREEMENT


This AMENDED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into at Tempe, Arizona on this 1st day of October, 1997 by and between GameTech International Inc., a Delaware corporation ("GTI" or the "Company"), and Gary R. Held ("Executive").


Whereas:


a. The Company and Executive have entered into that previous Executive
Employment Agreement dated August 14, 1997 whereby Executive was
employed as the Vice President - Sales and Marketing of the Company.


b. The Company and Executive desire to amend the Executive Employment
Agreement, and;


c. The Company and Executive wish pursuant to this Agreement to set
forth their full and complete understandings in respect to the
above-mentioned employment relationship, replacing any and all
previous understandings and agreements.


NOW, THEREFORE, in consideration of the provisions hereinafter described, Company and Executive agree as follows:


1. DUTIES OF EXECUTIVE


During the term of this Agreement, Executive shall be employed by the Company as its Vice President - Sales and Marketing and in that capacity shall perform all functions and duties consistent with such position on behalf of the Company in an efficient, trustworthy and professional manner, as reasonably required by the Board of Directors of the Company or the Board of Directors governing any successor entity to the Company (the "Board").


Executive agrees to devote substantially all of his working time and energy to the performance of his duties under this Agreement so long as his employment under this Agreement is continued by the Company.


Notwithstanding the above, Executive shall be entitled to reasonable absences for administrative meetings and to pursue other outside activities. Executive also shall be permitted to serve as a member of the Board of Directors of their organizations, subject to approval by the Board, on a case by case basis. Such approval shall be granted if it can be reasonably demonstrated that such service does not involve a competitor of the Company or its Enterprises and does not materially interfere with effective performance of Executive's duties under this Agreement.


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2. TERM OF AGREEMENT


Unless terminated sooner in accordance with the provisions of this Agreement, the Company shall employ Executive and Executive accepts such employment under the conditions set forth herein for a two (2) year term (the "Term") beginning on the effective date of this Agreement and ending upon the close of business on September 30, 1999. Notwithstanding the foregoing, if this Agreement is not terminated in accordance with the provisions herein on or before the expiration of its initial Term, such Term shall continue, and the Agreement shall continue in force for successive two (2) year periods unless, at least ninety (90) days prior to the expiration of the initial Term of the Agreement, or ninety (90) days prior to the expiration of any subsequent two (2) year Term, either Executive or the Company gives the other party written notice of its intent to terminate the Agreement at the end of such Term.


3. DEFINITIONS


For purposes of this Agreement, the following terms shall have the meanings set forth in this Paragraph 3:


a. "ANNUAL BASE SALARY" or "BASE SALARY" shall mean the annual base
salary rate in effect for Executive from time to time during the Term
of this Agreement in accordance with the provisions of Paragraph 4.a.
of this Agreement.


b. "ANNUAL BONUS" or "BONUS" shall mean a cash payment available
annually (or otherwise provided for in this document) to Executive in
addition to Base Salary as determined in accordance with Paragraph 4.b.
of this Agreement.


c. "CAUSE" shall mean (i) Executive's conviction for any felony
involving moral turpitude; or (ii) any conduct by Executive which is
materially injurious to the Company or its Enterprises. (Such cause
for conduct shall exist if Executive is guilty of dishonesty, gross
neglect of duty hereunder, or other act or omission which impairs
Company's ability to conduct its ordinary business in its usual
manner.) Such cause will be determined upon a meeting of the
Company's Board of Directors.


d. "CHANGE OF CONTROL" shall mean any of the following events: (i) the
Company consolidates with, or merges with or into, another entity or
sells, assigns, conveys, transfers, leases or otherwise disposes of
all or substantially all of the Company's assets to any entity, or
any entity consolidates with, or merges with or into, the Company and
the Company is not the surviving Corporation; (ii) the liquidation or
dissolution of the Company; (iii) during any consecutive two year
period, individuals who at the beginning of such period constituted
the Board (together with any new


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directors whose election by such Board or whose nomination for
election by the stockholders of the Company was approved by a vote of
the majority of the directors then still in office who were either
directors at the beginning of such period or whose election or
nomination was previously so approved) cease for any reason to
constitute a majority of the Board then in office; or (iv) any person
or group (as such terms are defined in Section 13(d) and 14(d) under
the Securities Exchange Act of 1934 (the "Exchange Act")) is or
becomes the beneficial owner (as defined in Rules 13(d)-3 and 13(d)-5
under the Exchange Act, except that a person will be deemed to have
beneficial ownership of all securities that such person has the right
to acquire, whether such right is exercisable immediately or only
after the passage of time) directly or indirectly of more than 30% of
the total voting power entitled to vote in the election of the Board;
PROVIDED, however, that such person or group shall not include any
person or group that is the beneficial owner of more than 5% of the
total voting power as of the date of this Agreement.


e. "COMPENSATION COMMITTEE" means the Compensation Committee of the Board
of Directors.


f. "CONSTRUCTIVE TERMINATION" shall mean Executive's voluntary
Termination of Service within twelve (12) months following a Change
of Control or within ninety (90) days following the occurrence of one
or more of the following events, except if such event is approved in
writing by Executive prior to its occurrence:


(i) A failure by the Company to abide by any part of this Agreement
that is not remedied within thirty (30) business days after
receiving written notification by Executive of such failure;


(ii) A material reduction in Executive's title or responsibilities.


(iii) Relocation of Executive's primary place of work to an area
other than the location of the Company's principal executive
offices.


g. "DISABILITY" shall be deemed to have occurred if Executive makes
application for or is otherwise eligible for disability benefits under
any Company-sponsored long-term disability program covering Executive,
and Executive qualifies for such benefits. In the absence of a
Company-sponsored long-term disability program covering Executive,
Executive shall be presumed to be totally and permanently disabled if
so determined by the Company's Board following the Board's review of two
independent medical opinions satisfactory to the Board certifying that
Executive will be permanently


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unable to perform his normal duties as a result of a physical or
mental condition.


h. "ENTERPRISE" shall mean any joint venture, business pursuant to a
joint operating agreement, or other alliance or affiliated business of
the Company, including but not limited to The Satellite Bingo Network,
LLC.


i. "EXECUTIVE'S SPOUSE" shall mean Executive's spouse upon the execution
of this Agreement, except as otherwise designated herein. (All spousal
pension benefits under this Agreement shall be non-transferable
should Executive remarry.)


j. "FISCAL YEAR" shall mean the twelve-month period beginning November 1,
unless the Company, with the approval of the Internal Revenue Service,
shall establish a different fiscal year.


k. "LONG-TERM INCENTIVE PLAN" shall mean any stock option plan or any
other form of equity (real or phantom) or other long-term incentive
plan introduced by the Company.


l. "SERVICE" shall mean Executive's full-time or substantially full-time
employment with the Company, or any affiliated organization, including
any leave of absence approved by the Board.


m. "TERMINATION OF SERVICE" shall mean Executive's termination of Service
for any reason whatsoever, including death.


4. EXECUTIVE'S RIGHTS WHILE EMPLOYED BY THE COMPANY


a. BASE SALARY


Beginning on the effective date of this Agreement during the Term, the
minimum Annual Base Salary payable to Executive shall be ONE-HUNDRED
AND THIRTY-SIX THOUSAND DOLLARS ($136,000.00). Such Base Salary shall
be paid in equal bi-monthly installments on the Company's normal
payroll dates. Executive's Base Salary shall be reviewed annually by
the Compensation Committee if any, otherwise by the Board, and may be
increased but not decreased from time to time based on prevailing
market conditions, performance of the Executive and other
considerations.


b. ANNUAL BONUS


All fiscal year bonus amounts will be determined by and awarded in the
sole discretion of the Compensation Committee if any, otherwise


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by the Board commensurate with Executive's performance and the overall
performance of the Company; or pursuant to a plan which may be adopted
by the Company making payment of bonuses contingent upon achievement
of goals and objectives set by the Board for the fiscal period.


c. LONG-TERM INCENTIVES


Executive shall participate in any Long-Term Incentive Plan that may
be designed specifically for Executive or provided to other executives
of the Company during the Term. (Grants to Executive under such Long-
Term Incentive Plan shall be no less favorable to Executive in amount
and other key design features, including vesting restriction, with any
other plans provided to any other executive at the Company.)


d. FRINGE BENEFITS AND OTHER


The Company shall provide Executive with the following:


(i) Such benefits and perquisites, including but not limited to
disability income, deferred compensation or any form of
savings or ...