EMPLOYMENT AGREEMENT
                              --------------------

     THIS  EMPLOYMENT  AGREEMENT  (this "Agreement") is executed as of this 30th
day  of  April,  1998  (the  "Effective  Date"), by and between AMERICAN BINGO &
GAMING  CORP.,  a  Delaware  corporation (the "Company"), and ANDRE MARC HILLIOU
(the  "Executive").

     WHEREAS,  the  parties wish to enter into an employment agreement to employ
the  Executive  as  its  President  and Chief Executive Officer and to set forth
certain  additional  agreements  between  the  Executive  and  the  Company;

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
representations  contained  herein,  the  parties  hereto  agree  as  follows:

     1.   TERM 
          ----

     The  Company  will  employ  the Executive, and the Executive will serve the
Company,  under  the terms of this Agreement, for an initial term of three years
commencing on May 18, 1998 (the "Employment Date").  The terms of this Agreement
may  be  extended  for  one or more additional twelve-month periods provided the
Company  and  the  Executive  agree  in  writing  to  such  an  extension.
Notwithstanding  the  foregoing,  the  Executive's  employment  hereunder may be
earlier terminated as provided in Section 4 hereof.  The term of this Agreement,
as  in  effect  from  time  to  time  in accordance with the foregoing, shall be
referred  to  herein  as  the "Term."  The period of time between the Employment
Date  and  the  termination  of  the  Executive's  employment hereunder shall be
referred  to  herein  as  the  "Employment  Period."

     2.   EMPLOYMENT
          ----------

          (a) POSITIONS AND REPORTING.  The Company hereby employs the Executive
for the Employment  Period as its President and Chief  Executive  Officer on the
terms and conditions set forth in this Agreement.

          (b) AUTHORITY AND DUTIES. The Executive shall exercise such authority,
perform such executive duties and functions and discharge such  responsibilities
as the Board of Directors may from time to time  determine,  consistent with the
Executive's  position  and the  By-Laws of the  Company.  Without  limiting  the
generality  of  the  foregoing,  the  Executive  shall  report  directly  and be
responsible  to the Board of  Directors of the  Company.  During the  Employment
Period,  the Executive shall devote his full business time, skill and efforts to
the business of the Company.  Notwithstanding  the foregoing,  the Executive may
(i) make and manage passive personal business  investments of his choice (in the
case of publicly held  corporations,  not to exceed 2% of the outstanding voting
stock) and serve in any  capacity  with any  civic,  educational  or  charitable
organization,  or any trade  association,  without seeking or obtaining approval
from the  Board  of  Directors  of the  Company  (the  "Board"),  provided  such
activities  and  service  do not  materially  interfere  or  conflict  with  the
performance  of his duties  hereunder,  and (ii) with the approval of the Board,
serve on the boards of directors of other corporations.

          (c) PRIOR  EMPLOYMENT.  The Executive  represents and warrants that he
has no individual  employment  agreement or  non-competition  agreement with his
current or any prior employer or any other agreement, contract, judgment, decree
or limitation which would prohibit,  limit or otherwise  restrict the employment
of the Executive by the Company pursuant to the terms of this Agreement.

          (d) BOARD  PARTICIPATION.  The Executive  shall serve as a director of
the Company during the Employment Period if he is nominated to do so and elected
by the Company's shareholders. As an employee of the Company, the Executive will
not receive  additional  compensation  for serving as a director.  However,  the
Executive will be reimbursed for  out-of-pocket  expenses  incurred in attending
meetings of the Board or Board committees and for other expenses incurred in his
capacity as a director of the Company. In the event the Executive is not elected
to, or if he  resigns  from,  the  Board for any  reason,  such  event  will not
terminate  this  Agreement  or in any way  prejudice  the rights of the  parties
hereunder.

     3.   COMPENSATION AND BENEFITS
          ---------------------------

          (a) SALARY. During the Employment Period, the Company shall pay to the
Executive,  as  compensation  for the  performance of his duties and obligations
under  this  Agreement,  a base  salary at the rate of Two  Hundred  Twenty-Five
Thousand  ($225,000)  Dollars per annum,  payable in arrears not less frequently
than monthly in  accordance  with the normal  payroll  practices of the Company.
Such base salary shall be subject to review each year for a possible increase by
the  Board  of  Directors,   but  shall  in  no  event  be  decreased  from  its
then-existing  level during the  Employment  Period.  The  Executive may also be
requested  to serve  as a  director  or  officer  of  various  subsidiaries  and
affiliates  of the Company and he hereby agrees to fulfill his duties as such an
officer and a director of such entities without additional compensation.

          (b) ANNUAL BONUS.  During the Employment  Period,  the Executive shall
have the opportunity to earn an annual performance bonus of up to Fifty Thousand
($50,000)  Dollars  per annum.  The  payment of any annual  bonus under any such
program shall be contingent  upon the  achievement of certain  corporate  and/or
individual performance goals. The Executive and the Company acknowledge that the
performance goals which will serve as the basis for determining the annual bonus
have not yet been  established  and hereby agree to establish such goals as soon
as possible following the Employment Date.

          (c) EQUITY  PARTICIPATION.  On the Effective Date, the Executive shall
be granted  stock options to acquire  300,000  shares of the Common Stock of the
Company,  at $3.75 per share,  subject to the terms and  conditions of the stock
option  agreement  between the Company  and the  Executive  dated as of the date
hereof.  The stock options granted shall vest in increments of 25,000  beginning
on July 31, 1998 and  continuing  to vest at the rate of 25,000 on each  October
31, January 31, April 30 and July 31 through April 30, 2001; provided,  however,
except as otherwise  provided in this Agreement,  the Executive's  options shall
vest only if the Executive is employed by the Company on the respective  date of
vesting  noted above.  The  Executive  shall also be entitled to receive  awards
under any other stock  option or equity  based  incentive  compensation  plan or
arrangement adopted by the Company during the Employment Period for which senior
executives are eligible.  The level of the Executive's  future  participation in
any such plan or arrangement shall be in the sole discretion of the Board.

                                       2
<PAGE>

          (d) OTHER BENEFITS.  During the Employment Period, the Executive shall
be entitled to participate in the Company's group health insurance plan,  dental
plan, group life insurance plan,  long-term  disability insurance plan, employee
stock purchase plan,  profit sharing plan,  SARSEP and all of the other employee
benefit  plans,  programs and  arrangements  of the Company in effect during the
Employment  Period which are  generally  available to senior  executives  of the
Company,  subject to and on a basis  consistent  with the terms,  conditions and
overall  administration of such plans,  programs and arrangements.  In addition,
during the Employment Period, the Executive shall be entitled to fringe benefits
and perquisites  comparable to those of other senior  executives of the Company,
including, but not limited to, three weeks of paid vacation per year.

          (e) MOVING EXPENSES.  The Company shall pay or reimburse the Executive
for the direct and reasonable  expenses  incurred in connection  with relocating
the Executive and his immediate  family to Columbia,  South Carolina;  provided,
however, such moving expenses shall not exceed $20,000.

          (f) BUSINESS EXPENSES. During the Employment Period, the Company shall
reimburse the Executive for all documented reasonable business expenses incurred
by the  Executive  in the  performance  of his duties under this  Agreement,  in
accordance with the Company's policies.

          (g) VEHICLE  ALLOWANCE.  The  Company  shall  provide the  Executive a
vehicle allowance in the amount of Three Hundred ($300) Dollars per month.

          (h) INDEMNIFICATION.  During the Employment Period and thereafter, the
Company  shall  indemnify  the  Executive  to the fullest  extent  permitted  by
applicable  law,  and the  Executive  shall be  entitled  to the  protection  of
insurance  policies the Company may elect to maintain  generally for the benefit
of its directors and officers,  with respect to all costs,  charges and expenses
whatsoever incurred or sustained by the Executive in connection with any action,
suit or  proceeding to which he may be made a party by reason of being or having
been a director,  officer or employee of the Company or having  served any other
enterprise as a director, officer or employee at the request of the Company.

     4.   TERMINATION OF EMPLOYMENT
          ---------------------------

          (a) TERMINATION  FOR CAUSE.  The Company may terminate the Executive's
employment  hereunder  for cause.  For purposes of this  Agreement,  the Company
shall have "cause" to terminate  the  Executive's  employment  hereunder if such
termination shall be the result of:

               (i) willful,  material fraud or material dishonesty in connection
          with the Executive's performance hereunder that results in harm to the
          Company;

                                       3
<PAGE>

               (ii) the failure by the  Executive to  substantially  perform his
          material duties hereunder that results in harm to the Company,  if the
          Executive  has been  provided  an  opportunity  to cure as provided in
          Section 4(c) of this Agreement;

               (iii) the Executive's  material breach of this Agreement,  if the
          Executive  has been  provided  an  opportunity  to cure as provided in
          Section 4(c) of this Agreement;

               (iv) the appropriation of a material business  opportunity of the
          Company,  including  attempting  to secure or  securing  any  personal
          profit in connection  with any  transaction  entered into on behalf of
          the Company;

               (v) the material  misappropriation  of any of the Company's funds
          or property; or

               (vi) the  conviction of, or the entering of a guilty plea or plea
          of no contest with respect to, a felony or the equivalent thereof.

          (b) TERMINATION FOR GOOD REASON. The Executive shall have the right to
terminate his  employment  with the Company at any time and for any reason.  For
purposes of this  Agreement and subject to the Company's  opportunity to cure as
provided in Section  4(c)  hereof,  the  Executive  shall have "good  reason" to
terminate his employment hereunder if such termination shall be the result of:

               (i) a material  diminution  during the  Employment  Period in the
          Executive's  duties  or  responsibilities  as set  forth in  Section 2
          hereof;

               (ii) a material  breach by the  Company of the  compensation  and
          benefits provisions set forth in Section 3 hereof;

               (iii) a notice of termination by the Executive under Section 4(c)
          hereof within twelve  months  following the  occurrence of a Change in
          Control (as defined in Section 4(f) hereof); or

               (iv) a material  breach by the  Company of any other term of this
          Agreement.

          (c) NOTICE OF OPPORTUNITY TO CURE.  Notwithstanding the foregoing,  it
shall  be a  condition  precedent  to  the  Company's  right  to  terminate  the
Executive's  employment for "cause" and the  Executive's  right to terminate his
employment  for "good reason" that (1) the party seeking the  termination  shall
first have given the other party written  notice  stating with  specificity  the
reason for the  termination  ("breach") and (2) if such breach is susceptible of
cure or  remedy,  a period of 30 days from and after the  giving of such  notice
shall have  elapsed  without the  breaching  party having  effectively  cured or
remedied  such breach  during such 30-day  period,  unless such breach cannot be
cured or  remedied  within 30 days,  in which case the period for remedy or cure
shall be extended for a reasonable  time (not to exceed an  additional 30 days),
provided the breaching party has made and continues to make a diligent effort to
effect such remedy or cure.

                                       4
<PAGE>

          (d) TERMINATION UPON DEATH. Except as provided in this Agreement,  the
Employment  Period and all benefits and other rights of the Executive under this
Agreement  shall be terminated by the death of the  Executive.  The  Executive's
estate  shall be  entitled  to  receive  all  compensation,  reimbursements  and
benefits,  including but not limited to life insurance  benefits,  payable to or
accruable for the benefit of the Executive under this Agreement.

          (e)  TERMINATION  UPON  DISABILITY.   The  Employment  Period  may  be
terminated  by the  Company if the  Executive  shall be  rendered  incapable  of
performing  his  duties to the  Company  by reason of any  medically  determined
physical or mental impairment for a period of at least three consecutive  months
(a  "Disability").  In the  event  that the  Company  elects  to  terminate  the
Employment  Period due to the Disability of the Executive,  the Executive  shall
receive  all  compensation,  reimbursements  and other  benefits  payable to, or
accruable for the benefit of, the  Executive  under this  Agreement  through the
date of the  determination of the Disability and for the shorter of three months
thereafter  or the date upon  which the  Executive  first  becomes  eligible  to
receive  disability  benefits  pursuant to the  Company's  long-term  disability
insurance policy as may then be in effect.

          (f)  DEFINITION OF CHANGE IN CONTROL.  A "Change in Control"  shall be
deemed to have taken place if:

               (i) there shall be consummated any consolidation or merger of the
          Company  in which  the  Company  is not the  continuing  or  surviving
          corporation or pursuant to which shares of the Company's capital stock
          are converted into cash,  securities or other  property,  other than a
          consolidation  or merger of the  Company  in which the  holders of the
          Company's  voting  stock  immediately  prior to the  consolidation  or
          merger shall, upon consummation of the consolidation or merger, own at
          least 50% of the voting  stock of the  surviving  corporation,  or any
          sale,  lease,  exchange or other  transfer  (in one  transaction  or a
          series of  transactions  contemplated  or  arranged  by any party as a
          single plan) of all or substantially all of the assets of the Company;
          or

               (ii) any  person  (as such  term is used in  Sections  13(d)  and
          14(d)(2)  of the  Securities  Exchange  Act of 1934,  as amended  (the
          "Exchange  Act")),  shall after the date hereof become the  beneficial
          owner (as defined in Rules 13d-3 and 13d-5  under the  Exchange  Act),
          directly or indirectly,  of securities of the Company representing 35%
          or more of the voting power of all then outstanding  securities of the
          Company  having the right under ordinary  circumstances  to vote in an
          election of the Board (including,  without limitation,  any securities
          of the Company that any such person has the right to acquire  pursuant
          to any agreement,  or upon exercise of conversion rights,  warrants or
          options,  or otherwise,  which shall be deemed  beneficially  owned by
          such person); or

                                       5
<PAGE>

               (iii)  individuals  who at the date hereof  constitute the entire
          Board and any new  directors  whose  election  by the Board,  or whose
          nomination for election by the Company's stockholders, shall have been
          approved  by a vote of at least a majority  of the  directors  then in
          office who either were  directors at the date hereto or whose election
          or  nomination   for  election   shall  have  been  so  approved  (the
          "Continuing  Directors")  shall cease for any reason to  constitute  a
          majority of the members of the Board.

     5. CONSEQUENCES OF TERMINATION 
        -----------------------------

          (a)  TERMINATION  WITHOUT  CAUSE OR FOR GOOD  REASON.  In the event of
termination  of the  Executive's  employment  hereunder  by the Company  without
"cause"  (other than upon death or  Disability)  or by the  Executive  for "good
reason" (each as defined in Section 4 hereof),  the Executive  shall be entitled
to the following severance pay and benefits:

               (i) SEVERANCE PAY - severance payment in the form of continuation
          of the Executive's base salary as in effect  immediately prior to such
          termination for a period of twelve months (the "Severance Period");

               (ii)  VESTING OF OPTIONS - in the event the  Executive  has stock
          options  which were granted as part of the 300,000 grant under Section
          3(c) above which have not vested, then 50,000 of such options, or such
          lesser amount as has not vested, shall immediately vest; and

               (iii)  BENEFITS  CONTINUATION  -  continuation  for the Severance
          Period of coverage under the group health, dental, disability and life
          insurance  benefit  plans or  arrangements  in which the  Executive is
          participating at the time of termination;  provided, however, that the
          Company's  obligation to provide -------- ------- such coverages shall
          be terminated if the Executive is able to obtain  substitute  coverage
          from another  employer at any time during the  Severance  Period.  The
          Executive  shall  be  entitled,  at the  expiration  of the  Severance
          Period, to elect continued medical coverage in accordance with section
          4980B  of the  Internal  Revenue  Code of  1986,  as  amended  (or any
          successor provision thereto).

          (b) OTHER TERMINATIONS. In the event of termination of the Executive's
     employment  hereunder for any reason other than those  specified in Section
     5(a) hereof,  the  Executive  shall not be entitled to any severance pay or
     benefits  continuation  contemplated  by  the  foregoing,   except  as  may
     otherwise  be  provided  under  the  applicable   benefit  plans  or  award
     agreements relating to the Executive.

          (c)  ACCRUED  RIGHTS.  Notwithstanding  any  other  provision  of this
     Agreement,  in the  event  of  termination  of the  Executive's  employment
     hereunder for any reason, the Executive shall be entitled to payment of any
     unpaid   portion  of  his  base  salary   through  the  effective  date  of
     termination,  and  payment  of any  accrued  but  unpaid  rights  solely in
     accordance with the terms of any incentive bonus,  stock option or employee
     benefit plan or program of the Company.

                                       6
<PAGE>

     6. CONFIDENTIALITY
        ---------------

     The  Executive  agrees  that  he will not at any time during the Employment
Period or at any time thereafter for any reason, in any fashion, form or manner,
either  directly  or indirectly, divulge, disclose or communicate to any person,
firm,  corporation  or  other  business  entity,  in  any manner whatsoever, any
confidential  information  or  trade  secrets  concerning  the  business  of the
Company,  including,  without  limiting  the  generality  of  the foregoing, the
techniques,  methods  or systems of its operation or management, any information
regarding  its  financial  matters, or any other material information concerning
the  business  of  the  Company,  its  manner  of  operation, its plans or other
material  data.  The  provisions  of  this  Section  6  shall  not  apply to (i)
information that is public knowledge other than as a result of disclosure by the
Executive  in  breach  of  this  Section 6; (ii) information disseminated by the
Company  to  third parties in the ordinary course of business; (iii) information
lawfully received by the Executive from a third party who, based upon inquiry by
the  Executive,  is  not bound by a confidential relationship to the Company; or
(iv)  information  disclosed  under  a  requirement  of  law  or  as directed by
applicable  legal  authority  having  jurisdiction  over  the  Executive.

     The  Executive  further  agrees  that he will not remove from the Company's
premises  (except  to the extent such removal is for purposes of the performance
of  the  Executive's  duties  at home or while traveling, or except as otherwise
specifically  authorized by the Company) Company property which includes, but is
not  limited to, any document, record, notebook, plan, model, component, device,
or  computer  software  or code, whether embodied in a disk or in any other form
(collectively,  the  "Proprietary  Items").  The  Executive  recognizes that, as
between  the Company and the Executive, all of the Proprietary Items, whether or
not developed by the Executive, are the exclusive property of the Company.  Upon
termination  of  this  Agreement  by  either  party,  or upon the request of the
Company  during  the Employment Period, the Executive will return to the Company
all  of  the  Proprietary  Items in the Executive's possession or subject to the
Executive's  control,  and the Executive shall not retain any copies, abstracts,
sketches,  or  other  physical  embodiments  of  any  of  the Proprietary Items.

     7. INVENTIONS
        ----------

     The  Executive  is  hereby retained in a capacity such that the Executive's
responsibilities  may  include  the  making  of  technical  and  managerial
contributions  of  value  to  the  Company.  The Executive hereby assigns to the
Company  all right, title and interest in such contributions and inventions made
or conceived by the Executive alone or jointly with others during the Employment
Period  which  relate  to  the  business  of the Company.  This assignment shall
include  (a)  the  right  to  file  and  prosecute  patent  applications on such
inventions  in  any  and  all  countries,  (b) the patent applications filed and
patents  issuing  thereon,  and  (c) the right to obtain copyright, trademark or
trade  name  protection for any such work product.  The Executive shall promptly
and  fully  disclose  all  such  contributions and inventions to the Company and
assist  the  Company  in  obtaining and protecting the rights therein (including
patents  thereon)  in  any  and  all  countries;  provided,  however,  that said
                                                  --------   -------
contributions  and  inventions  will  be the property of Company, whether or not
patented or registered for copyright, trademark or trade name protection, as the
case may be.  Inventions conceived by the Executive which are not related to the
business  of  the  Company  will  remain  the  property  of  the  Executive.

                                       7
<PAGE>

     8. NON-COMPETITION
        ---------------

     The Executive agrees that he shall not, during the Employment Period and/or
Severance Period and during the "Restricted Period," without the approval of the
Board,  directly  or indirectly, alone or as a partner, joint venturer, officer,
director,  employee,  consultant,  agent,  independent contractor or stockholder
(other  than  as  provided  below)  of  any  company  or business, engage in any
"Competitive  Business"  within a fifty mile radius of any locality in which the
Company or any of its subsidiaries or affiliates then operates.  For purposes of
the  foregoing,  the  term "Restricted Period" shall mean:  (i) six months after
the  Employment Period or, if applicable, six months after the Severance Period,
whichever is longer, with respect to any "Competitive Business" outside of South
Carolina;  and (ii) two years after the Employment Period or, if applicable, two
years  after  the  Severance  Period,  whichever  is longer, with respect to any
"Competitive  Business"  within  South Carolina.  For purposes of the foregoing,
the  term  "Competitive  Business"  shall  mean  any  business  involved  in the
ownership,  operation  or management of a bingo or video gaming business or such
other  business  as  the  Company  may  then be engaged in.  Notwithstanding the
foregoing,  the  Executive  shall  not be prohibited, during the non-competition
period  applicable  above,  from  acting as a passive investor where he owns not
more  than  2%  of the issued and outstanding capital stock of any publicly-held
company.  During  the period that the above non-competition restriction applies,
the Executive shall not, without the written consent of the Company, solicit any
employee  of  the  Company  or  any employee of a subsidiary or affiliate of the
Company  to  terminate  his or her employment.  The period of time applicable to
any covenant in this Section 8 will be extended by the duration of any violation
by  the  Executive  of  such  covenant.

     If any covenant in this Section 8 is held to be unreasonable, arbitrary, or
against  public  policy,  such  covenant will be considered to be divisible with
respect  to  scope,  time,  and  geographic area, and such lesser scope, time or
geographic  area,  or  all  of  them,  as  a court of competent jurisdiction may
determine  to  be reasonable, not arbitrary, and not against public policy, will
be  effective,  binding,  and  enforceable  against  the  Executive.

     9. BREACH OF RESTRICTIVE COVENANTS
        ----------------------------------

     The  parties  agree  that a breach or violation of Section 6, 7 or 8 hereof
will  result in immediate and irreparable injury and harm to the innocent party,
who  shall  have,  in  addition  to  any  and  all  remedies  of  law  and other
consequences  under  this  Agreement,  the  right  to  an  injunction,  specific
performance or other equitable relief to prevent the violation of the obligation
hereunder.

                                       8
<PAGE>

     10. NOTICE
         ------

     For  purposes  of  this  Agreement,  notices,  demands  and  all  other
communications  provided  for in this Agreement shall be in writing and shall be
deemed  to  have  been duly given when delivered or (unless otherwise specified)
mailed  by United States certified or registered mail, return receipt requested,
postage  prepaid,  addressed  as  follows:

          (a) If to the Company, to:

              American  Bingo  &  Gaming  Corp.
              Attn:  George  M.  Harrison,  Jr.
              515  Congress  Avenue,  Suite  1200
              Austin,  Texas  78701

          (b) If to the Executive, to:

              Andre  Marc  Hilliou
              Route  2,  Box  314
              Fincastle,  VA  24090

or  to  such other respective addresses as the parties hereto shall designate to
the  other  by like notice, provided that notice of a change of address shall be
effective  only  upon  receipt  thereof.

     11. ARBITRATION; LEGAL FEES
         -----------------------

     Except  as provided in Section 9 hereof, any dispute or controversy arising
under  or  in  connection  with  this  Agreement shall be settled exclusively by
arbitration  in  South  Carolina  in  accordance  with the rules of the American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrator's  award  in  any  court  having  jurisdiction.  The  Company  shall
reimburse  the  Executive for all reasonable legal fees and costs and other fees
and  expenses  which  the  Executive  may  incur  in  respect  of any dispute or
controversy  arising  against  the  Company  under  or  in  connection with this
Agreement;  provided,  however,  that  the  Company  shall  only  reimburse  the
            --------   -------
Executive  for  such  fees,  costs and expenses if the Executive prevails in any
such  action.

     12. WAIVER OF BREACH
        -----------------

     Any  waiver  of  any breach of the Agreement shall not be construed to be a
continuing  waiver or consent to any subsequent breach on the part either of the
Executive  or  of  the  Company.

     13. NON-ASSIGNMENT; SUCCESSORS
         --------------------------

     Neither  party  hereto  may assign his or its rights or delegate his or its
duties  under  this  Agreement  without  the  prior written consent of the other
party;  provided, however, that (i) this Agreement shall inure to the benefit of
        --------  -------
and  be  binding upon the successors and assigns of the Company upon any sale of
all  or  substantially  all  of  the  Company's  assets,  or  upon  any  merger,
consolidation  or  reorganization  of  the  Company  with  or  into  any  other
corporation,  all as though such successors and assigns of the Company and their
respective  successors  and  assigns  were  the Company; and (ii) this Agreement
shall  inure  to  the  benefit  of  and  be  binding  upon the heirs, assigns or
designees  of the Executive to the extent of any payments due to them hereunder.
As  used  in  this Agreement, the term "Company" shall be deemed to refer to any
such  successor  or assign of the Company referred to in the preceding sentence.

                                       9
<PAGE>

     14. WITHHOLDING OF TAXES
         --------------------

     All payments required to be made by the Company to the Executive under this
Agreement  shall be subject to the withholding of such amounts, if any, relating
to  tax  and other payroll deductions as the Company may reasonably determine it
should  withhold  pursuant  to  any  applicable  law  or  regulation.

     15. SEVERABILITY
         ------------

     To  the  extent any provision of this Agreement or portion thereof shall be
invalid  or  unenforceable,  it  shall  be  considered deleted therefrom and the
remainder  of such provision and of this agreement shall be unaffected and shall
continue  in  full  force  and  effect.

     16. COUNTERPARTS
         ------------

     This  Agreement  may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together shall constitute one
and  the  same  instrument.

     17. GOVERNING LAW
         -------------

     This  Agreement  shall  be  governed  by  and  construed  and  enforced  in
accordance  with  the  laws of the State of South Carolina without regard to the
conflicts  of  law  principles  thereof.

     18. ENTIRE AGREEMENT
         ----------------

     This  Agreement  constitutes  the  entire  agreement by the Company and the
Executive  with  respect to the subject matter hereof and supersedes any and all
prior  agreements  or  understandings between the Executive and the Company with
respect  to  the subject matter hereof, whether written or oral.  This Agreement
may  be amended or modified only by written instrument executed by the Executive
and  the  Company.

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

THE  EXECUTIVE                AMERICAN  BINGO  &  GAMING  CORP.

/s/  Andre  Marc  Hilliou     /s/  George  M.  Harrison,  Jr.
-------------------------     -------------------------------
Andre  Marc  Hilliou          By:     George  M.  Harrison,  Jr.
                              Its:     Chief  Executive  Officer


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