AMGAM/AGRM - AGEL SETTLEMENT AGREEMENT & TERM SHEET
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         Whereas AmGam Associates,  a chapter 11 debtor-in-possession  ("AmGam")
and   American   Gaming  and  Resorts  of   Mississippi,   Inc.,  a  chapter  11
debtor-in-possession ("AGRM") (AmGam and AGRM collectively, the "Debtors") filed
adversary proceedings against American Gaming and Entertainment,  Ltd. ("AGEL"),
Bennett Holdings, Inc., now known as Shamrock Holdings Group, Inc. ("Shamrock"),
and Bennett  Management and Development  Co.  ("Bennett")  seeking,  among other
things, to avoid alleged fraudulent transfers (the "Avoidance Action");

         Whereas  the  Avoidance  Action  is being  prosecuted  by the  Official
Committees  of  Unsecured  Creditors  of AmGam and AGRM for the benefit to their
respective estates;

         Whereas AGEL,  Shamrock and Bennett have asserted  various  defenses to
the allegations set forth in the Avoidance Action;

         Whereas AGEL has filed proofs of claim against the Debtors in an amount
in excess of $44,664,514.45;

         Whereas  Shamrock  asserts that it possesses claims against the Debtors
in an amount in excess of $29,816,595.00;

         Whereas  the Debtors  assert  various  defenses to the claims  filed or
asserted by AGEL and Shamrock;

         Therefore, in full and final  compromise/settlement and satisfaction of
all claims that AmGam,  AGRM, the AmGam Unsecured  Creditors'  Committee ("AmGam
Committee"), and the AGRM Unsecured Creditors' Committee ("AGRM Committee"), may
have against AGEL,  Shamrock and Bennett,  and of all claims that AGEL, Shamrock
and Bennett may have against the Debtors or the  Debtors'  chapter 11 estates or
their  representatives,   the  undersigned  agree  to  support  any  chapter  11
Liquidating  Plan filed  jointly in the AmGam and AGRM cases  which  contain the
following terms:

I.    Settlement Participants:

      A.   AmGam;
      B.   AGRM;
      C.   AmGam Committee;
      D.   AGRM Committee;
      E.   AGEL;
      F.   Shamrock; and
      G.   Bennett

<PAGE>


II.      Matters to be Settled:

         A. Avoidance Action (Fraudulent  Conveyance Litigation) with Motion for
Substantive Consolidation to be Dismissed;

         B. Plan and Disclosure  Statement  Objections by both Debtors and AGEL;
and

         C. Dispute  between  AGEL and  Shamrock as to the proper  holder of the
claims  against  the  Debtors.  Except  as set forth in the  previous  sentence,
nothing in this settlement  agreement  shall be construed to settle,  release or
otherwise  compromise any claim AGEL,  Shamrock or Bennett may have against each
other.

III.     Settlement Mechanism and Goals:

         A.  Dismissal  of  Avoidance  Action  after  entry  of  final  Order of
Confirmation;

         B. Liquidation Plan supported by both Debtors,  both Committees,  AGEL,
Shamrock and Bennett.

IV.      Asset Distribution Mechanism and Formula:

         A.  AGEL  and/or  Shamrock  or its  assignee  will be the only  parties
entitled  to  receive  any  distributions  under the Plan for claims of any kind
asserted against the Debtors by AGEL,  Shamrock and Bennett,  or their officers,
directors or stockholders whether such claims are secured,  unsecured, direct or
acquired claims, or otherwise;

         B.  Prior  to  the  final   approval   of  any   settlement   agreement
incorporating  these terms either by separate order or by confirming the chapter
11  Liquidating  Plan to be filed jointly in the AmGam and AGRM cases,  AGEL and
Shamrock  shall  advise both  Debtors and both  Committees,  in writing,  of the
allocation  between  AGEL and  Shamrock  or its  assignee  of the  distributions
described in Sec. IV, Para. A above. Such agreed upon allocation shall become an
integral part of this settlement  agreement and shall be  incorporated  into any
order approving this settlement agreement.

         C. Subject to the terms and  conditions of paragraph G below,  AGEL and
Shamrock in consideration for the terms of this settlement agree to withdraw all
of their  secured and unsecured  claims  against the Debtors and hereby agree to
have one collective  general allowed  unsecured claim against the Debtors in the
amount of  $33,000,000.00,  which claim shall be fully  satisfied in  accordance
with the conditions of this term sheet, and  particularly,  Sec. VI hereinbelow;
except to the extent  otherwise set forth in this term sheet,  AGEL and Shamrock
shall  waive  their  claims  against  all assets in the AmGam and AGRM  estates,
including all funds  received from the President for the FF&E purchase which are
hereby deemed property of the AmGam estate and shall be dedicated to and used to
pay expenses of  administration  and other allowed unsecured claims in the AmGam
estate;


<PAGE>


         D.  On the  Effective  Date  of the  Plan,  AGEL  shall  convey  to the
AmGam/AGRM  Creditor's Trust (the "Trust") to be used for the holders of Allowed
Claims and created under the terms of the Plan (i) an undivided  22.7% ownership
interest in the asset known as the President Casino, and (ii) an undivided 22.7%
interest in all rights of the owner/lessor  under the existing Charter Agreement
with the President (the  "President  Lease"),  which assets shall be held by the
Trustee ("Trustee") of the Trust for the benefit of the holders of AmGam Allowed
Unsecured  Claims and AGRM Allowed  Unsecured  Claims,  AGEL and Shamrock or its
assignee until the Plan is fully  consummated.  The Trustee shall be vested with
all rights and benefits  pertaining to the 22.7% undivided ownership interest in
the  President  Casino,  including  all rights of the owner under the  President
Lease (including,  without limitation, the right to receive all charter hire and
other payments thereunder,  to enforce the collection of any sums or obligations
payable or performable thereunder, to exercise any and all remedies available to
the owner  thereunder,  and to grant or withhold  any consent  thereunder).  The
beneficiaries  of the Trust shall be the AmGam  Creditors,  the AGRM  Creditors,
AGEL and Shamrock or its assignee.

         E. As additional responsibilities,  the Trustee shall receive and shall
have the sole  responsibility  for receiving all revenue generated from payments
owned by the President,  or other  sources,  for lease or note payments due as a
result of the President  Lease of the former Gold Coast Casino or the purchases,
under a note,  of certain  FF&E  located  thereon.  The Trustee  shall also have
responsibility  for payment of such funds as required herein and under the terms
of a confirmed  Plan  containing  the  provisions of this term sheet.  Except as
stated in the following proviso,  neither the Trust nor the Trustee shall assume
or be  obligated  to pay or  perform  any  obligation  of the  owner  under  the
President  Lease,  and AGEL  shall be and  remain  liable  for all such  owner's
obligations and shall indemnify and hold the Trust and the Trustee harmless from
and against all such liabilities and obligations; provided, that the Trust shall
assume only the  obligations of the owner under the President  Lease that accrue
and  are  first  performable  thereunder  during  the  period  beginning  on the
Effective  Date and  ending  on the date the Plan is fully  consummated  or such
earlier  date of  termination  of the  President  Lease,  but  such  assumption,
however,  shall be enforced solely against the assets of the Trust and shall not
impose  any  liability  on  or  be  enforceable   against  the  Trustee  or  the
beneficiaries of the Trust.

         F. Except as required in section VII herein, upon the Effective Date of
a confirmed Plan of Liquidation,  the monthly payments under the President Lease
shall be collected by the Trustee and distributed in accordance with Section VI,
Paragraph B., Subparagraph 2 hereinbelow.

         G. AGEL  recognizes  and agrees that Shamrock  holds a valid,  properly
perfected and unavoidable  first mortgage on or security  interest in the Casino
Barge in the original principal amount of $2,040,603.75. In consideration of the
terms of this settlement the AmGam Committee and the AGRM Committee agree not to
contest the Ship Mortgage L.P. preferred Ship's Mortgage now held by Shamrock as
a properly  perfected and unavoidable  first mortgage on or security interest in
the Casino Barge in the original principal amount of $2,040,603.75.  AGEL agrees
that it shall assume sole  responsibility  for the  satisfaction  of  Shamrock's
mortgage or security  interest and Shamrock and AGEL agree, as consideration for

<PAGE>


the  agreement  by the  AmGam  and  AGRM  creditors  not to  challenge  the Ship
Mortgage,  L.P.  ship  mortgage,  that there  shall be no charge or  encumbrance
against the  interests of the AmGam and AGRM  creditors or the  interests of the
AmGam and AGRM  creditors in the Trust or the above  described  22.7%  undivided
ownership interest on account of such claim.

         H. Other  than  payments  under this  distribution  structure  from the
revenue  stream  generated by the President  Lease and the payment  described in
section VII below, holders of Allowed Unsecured Claims in AmGam shall share only
in distribution of assets owned by and liquidated in the AmGam case.

         I. Other  than  payments  under this  distribution  structure  from the
revenue stream  generated by the President  Lease and the payments  described in
section VII below,  holders of AGRM Allowed Unsecured Claims shall share only in
distribution of assets owned by the liquidated in the AGRM case.

         J. For purposes of this settlement,  the following  treatment of claims
shall be included in a Plan of Liquidation:

         (1) all allowed  administrative  claims in each estate shall be paid in
     full at confirmation from assets of the respective estate;

         (2) all allowed  priority  claims shall be paid in accordance  with the
     terms of the Plan;

         (3) and all  other  claims  treated  in  accordance  with  the Plan and
     pursuant to priorities established by the Bankruptcy Code.

         K. On behalf of the owners,  the Trustee  shall also have the power and
authority to act to recover lease payments or the casino itself, in the event of
a  default  under  the  President  Lease or any  other  payment  or  performance
obligations by the President.  The terms of the Trust shall give the Trustee the
discretion  to use a  portion  of  the  $67,500.00  monthly  payments  from  the
President  Lease (not to exceed  $2,500.00  per  month) to create a reserve  for
payment of the owner's share of the cost of redelivering the vessel to the owner
as provided in the  President  Lease,  which reserve shall be in addition to the
$2,500.00  deduction from the monthly lease payment  described in Sec. VI, Para.
B(2)(b) hereinbelow.

V.       Use of Cash at Confirmation and During Plan Confirmation Period:

         A. Cash Available at  Confirmation  and to be Generated  During Term of
     Plan:

         (1) Estimate of value of assets to be  available  for  liquidation  and
     distribution to creditors (estimated at October 15, 1996):

<PAGE>

<TABLE>

               <S>                                                                   <C>
              (a)   AmGam:

                    (1)Cash on Hand per  Debtor's  operating  reports  (includes
               FF&E  collections  &  pro-rata  share  of  Pres.  lease  pmnts.):     $2,097,253

                    (2)A/C Rec.: FF&E purchase  pmnts.  (from Pres. Per Debtor's
               operating reports) (13 mos. % $120,748.12)                            $1,569,724
                                                                                     ----------

                     Total:                                                          $3,666,977

                    (3)                                                                  AGRM:
               Cash on hand (est.):                                                    $163,533

         (2) Estimated cash flow for terms of plan (beginning October 1, 1996):

                                             From President Lease payments ($67,500.00 x 45 mos)
                                                                                  $3,037,500.00
</TABLE>

         B. Further Distribution of Funds During Plan Consummation Period:

         The  remaining  cash  flow  from  FF&E and  lease  payments  under  the
President FF&E Note and Lease is distributed as follows:

                  (1) The Plan  will  dedicate  all  remaining  payments  by the
         President  relating  to the FF&E  purchase  to payment  of the  Allowed
         Claims of the AmGam Unsecured  Creditor body, and all cash in the AmGam
         estate at the time of confirmation shall likewise be so dedicated.  The
         AGRM  assets  likewise  shall be  dedicated  to payment of the  Allowed
         Claims of the AGRM Unsecured Creditor body.

                  (2) From the Effective Date of the Plan, the payments received
         under the President Lease shall be paid by the Trustee as follows:

                         (a)  First,  to  the  appropriate   Distribution  Funds
               described  in a Plan for the  benefit  of the  Allowed  Claims of
               AmGam and AGRM creditors, excluding AGEL and Shamrock: $67,500.00
               per month for  distribution  in accordance  with the terms of the
               Plan;

                         (b) Second,  to a segregated  account to be held by the
               Trustee  for use in paying  any and all costs of  protecting  the
               Casino  leasehold  asset in the event of default under the Casino
               lease by the President: $2,500.00 per month; in the event that no
               default  has  occurred  at the end of twenty four months from the
               Effective Date of the Plan, the Trustee,  in his discretion,  may
               pay these funds in accordance with  subparagraph  (a) immediately
               hereinabove (but such  distribution  shall in no event exceed the
               sum  of  $60,000);  in  the  event  the  Trustee  chooses  not to
               distribute  any  funds   accumulated   in  accordance   with  the
               Paragraph,  any funds accumulated hereunder and remaining in this
               segregated   account  shall   nevertheless   be   distributed  in
               accordance  with  Plan  requirements  at the  time  of  the  last
               distribution;

<PAGE>


                         (c)  Thereafter,  the  balance of the  monthly  payment
               shall be paid to AGEL and/or Shamrock or its assignee.

VI.      Additional Requirements

         A. Under the terms of the President  Lease, the President has the right
to purchase the casino  under  certain  conditions  or to extend the term of the
President Lease for two additional terms of five years each.

         B. In the event the President  elects to purchase the casino during the
Plan  consummation  period,  then out of the  closing  proceeds,  there shall be
delivered to the Trustee, as seller,  22.7% of the net sales proceeds for use in
distribution to holders of the AmGam and AGRM claims under the Plan; those funds
shall then be  distributed  to the holders of such Allowed  Claims in accordance
with the  terms  of the  Plan;  the  remaining  funds or 77.3% of the net  sales
proceeds  shall be paid to AGEL and/or  Shamrock or its  assignee,  net proceeds
being defined as those funds  remaining  after  payment of all closing  expenses
related to the sale.

         C. In the event the President  elects to extend the President Lease for
the first extended term (the "First Extended  Term"),  or to modify the existing
charter with the consent and approval of the parties  hereto,  the Trustee shall
continue to receive the lease  payments  in  accordance  with the Plan and shall
escrow the same percentage  amount  described in B above for distribution to the
creditors  of the AmGam and AGRM  estate  over the  First  Extended  Term of the
extended lease.

         D. Upon the  occurrence  of  either  event in B, or C,  above,  and the
payment of all requisite  distributions,  costs and expenses,  the Plan shall be
deemed finally consummated.

         E. All of the signatories  hereto agree to vote for support any Plan of
Liquidation  filed  in the  AmGam  and  AGRM  cases  containing  the  terms  and
conditions described herein.

VII.     Terms of the Trust

         A. The terms of the Trust and the rights and obligations of the trustee
of the Trust (the  "Trustee")  shall be set forth in a written  Trust  Agreement
acceptable to the AmGam Committee,  the AGRM Committee,  AGEL and Shamrock.  Any
Trustee  selected  to  serve  must be  acceptable  to  AGEL,  Shamrock,  and the
designated  representative  (the  "Representative")  of the  holders of AGRM and
AmGam Unsecured Claims entitled to a distribution from the liquidating Trust.


<PAGE>


         B. The Trust  Agreement  shall  provide that the Trustee  shall have no
power to take any actions out of the ordinary course of business with respect to
the  interest  of the  Casino  Barge or the  President  Lease  held in the Trust
without the consent and approval of the Representative, AGEL and Shamrock or its
assignee.  Such actions requiring consent will be generally defined in the Trust
Agreement  and  shall  include  any  prepayment  or  other  modification  of the
President  Lease,  any proposed sale,  transfer or any other  disposition of any
interest in the Casino  Barge,  and the terms of any proposed  settlement of any
dispute or litigation with the lessee of the Casino Barge that would result in a
reduction of or delay in receipt of any remaining  unpaid lease  payments  under
the current terms of the President Lease.

         C. The  Representative,  AGEL and Shamrock  shall  cooperate  with each
other in good faith and use their  best  efforts  to reach  mutually  acceptable
terms with respect to any proposed  sale,  transfer or other  disposition of the
Casino Barge or any  settlement of any dispute or litigation  with the lessee of
the Casino  Barge for which the Trustee  requires  consent  and  approval as set
forth in paragraph VII. B above.  The  Representative,  AGEL and Shamrock or its
assignee agree to provide the other party with immediate  notice of any proposed
purchase of the whole or partial  interest in the Casino Barge.  Upon  receiving
written notice of the terms of any such proposed sale to which one party intends
to  consent,  the other party  shall have five (5)  business  days to respond by
expressing in writing whether such proposal is acceptable. If the parties do not
both agree that the  proposal is or is not  acceptable,  the parties  shall meet
within  five (5)  business  days,  which  meeting  by  agreement  may take place
telephonically,  of such response to determine  whether the parties can agree on
an  acceptable  counteroffer.  If the  parties  are still  unable to agree to an
appropriate course of action, the parties shall submit the terms of the proposed
sale, and the reason for the opposing party's  dissatisfaction  with those terms
to an  independent  third party,  mutually  acceptable  to both  parties,  whose
decision shall be binding on both parties.  Prior to final approval of the terms
of this settlement  agreement,  the parties shall designate one or more mutually
acceptable  independent  third  parties to fulfill this function in the event of
such a disagreement.

<PAGE>


         AGREED THIS THE          day of November, 1996.


                                   AMGAM ASSOCIATES, DEBTOR


                                   BY:
                                       ----------------------------------------


                                   ITS:
                                       ----------------------------------------


                                   AMERICAN GAMING & RESORTS OF
                                   MISSISSIPPI, INC., DEBTOR


                                   BY:
                                       ----------------------------------------


                                   ITS:
                                       ----------------------------------------


                                   AMERICAN GAMING & ENTERTAINMENT, LTD,
                                   A DELAWARE CORP.


                                   BY:
                                       ----------------------------------------


                                   ITS:
                                       ----------------------------------------

                                   AND


                                   BYRD & WISER


                                   BY:
                                       ----------------------------------------
                                   ITS COUNSEL

<PAGE>


                                   SHAMROCK HOLDINGS GROUP, INC.,
                                   A DELAWARE CORP.


                                   BY:
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                                   ITS:
                                       ----------------------------------------

                                   AND


                                   --------------------------------------------

                                   BY:
                                       ----------------------------------------
                                   ITS COUNSEL


                                   OFFICIAL COMMITTEE OF
                                   UNSECURED CREDITORS OF AMGAM
                                   ASSOCIATES

                                   BY:
                                       ----------------------------------------


                                   ITS:
                                       ----------------------------------------


                                   OFFICIAL COMMITTEE OF UNSECURED
                                   CREDITORS OF AMERICAN GAMING AND
                                   RESORTS OF MISSISSIPPI, INC.


                                   BY:
                                       ----------------------------------------


                                   ITS:
                                       ----------------------------------------