ACQUISITION AGREEMENT

     THIS  ACQUISITION  AGREEMENT  (the  "Agreement"),  is made this 30th day of
October,  1998,  by  and  among  American  Bingo  &  Gaming  Corp.,  a  Delaware
corporation  ("Purchaser"), Strike It Rich Bingo, Inc., a Texas corporation (the
"Acquired  Company"),  and  Gary  Mike  Ehler  (the  "Shareholders").

                              W I T N E S S E T H :

     WHEREAS, the parties hereto desire to enter into this Agreement pursuant to
which  Purchaser  will  purchase  from  the  Shareholders  all of the issued and
outstanding  shares  of the capital stock of the Acquired Company upon the terms
and  subject  to  the  conditions  set  forth  herein;

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  and the respective
representations,  warranties,  covenants  and  agreements  set forth herein, the
receipt,  sufficiency  and  adequacy  of  which  are  hereby  acknowledged,  and
intending  to  be  legally  bound  hereby,  the parties hereto agree as follows:

I.     DEFINITIONS.
       -----------

     Unless  the  context  requires  otherwise,  capitalized  terms used in this
Agreement  shall  have  the  meaning  set forth in the Glossary attached to this
Agreement.

II.     STOCK  PURCHASE.
        ---------------

     2.1  Purchase  and Sale of  Stock.  Subject  to the  terms  and  conditions
          ----------------------------
hereinafter set forth, the  Shareholders  shall, at the Closing,  sell,  assign,
transfer,  convey and deliver to Purchaser, free and clear of all liens, claims,
charges, security interests and other encumbrances of any nature whatsoever, all
of the issued and outstanding  shares of capital stock of the Acquired  Company.
Such sale,  transfer,  conveyance and delivery shall be evidenced by delivery of
share  certificates duly endorsed in blank (with signatures  guaranteed and with
all necessary transfer taxes paid or other revenue stamps affixed thereto).

     2.2  Purchase  Price.  Purchaser  shall pay as full  payment for all of the
          ---------------
shares of capital stock of the Acquired Company the following:

          (a) $215,000 in cash or cash equivalent, to be paid at the Closing;

          (b) Unregistered  shares of Purchaser's  Common Stock (the "ABG Common
     Stock")  equal to  $15,000  based  on the  closing  price of such  stock on
     October 29,  1998,  which  certificates  for the ABG Common  Stock shall be
     issued and delivered within forty-five days after the Closing Date; and

          (c) An  adjustment  to the cash  portion of the  purchase  price which
     shall  be  paid  by  Purchaser  to the  Shareholders,  or  refunded  by the
     Shareholders to Purchaser, as appropriate, within forty-five days after the
     Closing  Date,  which  amount  of the  adjustment  shall be  calculated  as
     follows:  (i) add the  Acquired  Company's  cash  balance as of the Closing
     Date,  (ii) add the accounts  receivable of the Acquired  Company as of the
     Closing  Date,  but only to the extent such accounts  receivable  relate to
     operations  of the  Acquired  Company  prior  to the  Closing  Date and are
     collectible,  and (iii) less all accounts  payable and notes payable of the
     Acquired  Company  as of  the  Closing  Date,  including  all  invoices  or
     statements  issued after the Closing Date which relate to expenses or costs
     incurred in the  operations  of the Acquired  Company  prior to the Closing
     Date. The amount of such adjustment  shall be calculated by Purchaser after
     the  Closing  Date  and  provided  to  the  Shareholders   with  supporting
     documentation.

<PAGE>
III.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  ACQUIRED  COMPANY  AND  THE
         ----------------------------------------------------------------------
         SHAREHOLDERS.
         ------------

     The Acquired Company and the Shareholders, jointly and severally, represent
and  warrant  to  Purchaser  as  follows:

3.1     Organization,  Standing  and  Foreign  Qualification.
        ----------------------------------------------------

               (a) The Acquired Company is a corporation duly organized, validly
          existing and in good standing under the laws of the State of Texas and
          has the  requisite  corporate  power  and  authority  to  carry on its
          business in the places and as it is now being conducted and to own and
          lease the properties and assets which it now owns or leases.

               (b) The Acquired Company is duly registered to transact  business
          and is in good  standing in the  jurisdictions  listed in Exhibit 3.1,
                                                                    -----------
          and the  character  of the  property  owned or leased by the  Acquired
          Company  and the  nature  of the  business  conducted  by it does  not
          require such registration in any other jurisdiction.

3.2     Authority  and  Status.
        ----------------------

               (a) Each of the  Shareholders  and the  Acquired  Company has the
          capacity  and  authority  to execute and deliver  this  Agreement,  to
          perform  hereunder and to  consummate  the  transactions  contemplated
          hereby  without  the  necessity  of any act or  consent  of any  other
          Person, except as set forth on Exhibits 3.10 or 3.11.
                                        ----------------------

               (b) The  execution,  delivery  and  performance  by the  Acquired
          Company of this Agreement and each and every other agreement, document
          and  instrument  provided  for herein  have been duly  authorized  and
          approved  by the Board of  Directors  of the  Acquired  Company and no
          further approvals on the part of the Acquired Company are required.

               (c) This  Agreement  and each and every  agreement,  document and
          instrument  to be executed,  delivered  and  performed by the Acquired
          Company or any Shareholder in connection  herewith constitute or will,
          when executed and delivered,  constitute the valid and legally binding
          obligations of the Acquired Company and each Shareholder,  as the case
          may be,  enforceable  against  each of them in  accordance  with their
          respective terms.

                                        2
<PAGE>
               (d) The  Acquired  Company  has  provided  Purchaser  with  true,
          correct  and  complete  copies of the  Articles of  Incorporation  and
          Bylaws  of  the  Acquired  Company  and  all  amendments  thereto,  as
          presently in effect.

3.3     Capitalization;  Ownership.
        --------------------------

               (a) The entire  authorized  capital stock of the Acquired Company
          consists of 1,000,000 shares of Common Stock, $0.10 par value. Exhibit
                                                                         -------
          3.3 contains a true, accurate and complete listing of the total number
          ---
          of shares of Common Stock of the Acquired Company outstanding. Exhibit
                                                                         -------
          3.3 also  contains a true,  accurate and  complete  listing of all the
          ---
          shareholders of the Acquired Company,  along with the number of shares
          owned by each shareholder and such shareholder's full name and mailing
          address.

               (b) All of the  currently  outstanding  shares of Common Stock of
          the Acquired Company are duly authorized,  validly issued,  fully paid
          and  nonassessable.  The Common Stock of the  Acquired  Company is not
          subject to, and no shares of Common Stock of the Acquired Company have
          been issued in  violation  of, any  preemptive  rights or any right of
          first refusal or other similar right in favor of any Person.

               (c) The  Shareholders  have  good and  marketable  title to their
          shares,  free and clear of all liens,  encumbrances,  claims and other
          charges  of every  kind.  The  Shareholders  have  the  full  right to
          transfer  their  shares  to  Purchaser  free and  clear of all  liens,
          encumbrances,  claims  and other  charges  of every  kind and  without
          violating any agreement or understanding to which the Acquired Company
          or the Shareholders or any of them are a party or by which they or any
          of them are bound.

               (d) Except as set forth on Exhibit 3.3,  there are no outstanding
                                          -----------
          options, warrants, calls, commitments or plans by the Acquired Company
          to  issue  any  additional  shares  of its  Common  Stock,  to pay any
          dividends  on such  shares  or to  purchase,  redeem,  or  retire  any
          outstanding  shares of its Common Stock, nor are there outstanding any
          securities or obligations which are or may become  convertible into or
          exchangeable  for any shares of Common Stock of the Acquired  Company.
          There are no voting  trusts or other  Contracts  to which the Acquired
          Company or any of the Shareholders is a party or is bound with respect
          to the voting of the Common Stock of the Acquired Company.

     3.4 Absence of Equity Investments.  Except as described in Exhibit 3.4, the
         -----------------------------                          -----------
Acquired  Company  does not,  either  directly or  indirectly,  own of record or
beneficially   any  shares  or  other  equity   interests  in  any  corporation,
partnership,  limited  partnership,  joint  venture,  trust  or  other  business
enterprise.  Except as  described  in  Exhibit  3.4,  none of the  Shareholders,
                                       ------------
directly or indirectly, own of record or beneficially any shares or other equity
interests in any  corporation  (except as a  stockholder  holding an interest of
less  than one  percent  (1%) in a  corporation  whose  shares  are  traded on a
national or  regional  securities  exchange or in the  over-the-counter-market),
partnership,  limited  partnership,  joint  venture,  trust  or  other  business
enterprise,  all or any  portion  of the  business  of which is  competitive  or
complementary with that of the Acquired Company.

                                        3
<PAGE>
     3.5  Corporate  Records.  The  minute  books of the  Acquired  Company  are
          ------------------
current,  and include  all entries  required  by  Applicable  Laws.  All charter
documents,  including all amendments thereto and restatements  thereof,  and all
minutes of meetings, resolutions and other proceedings of the Board of Directors
and shareholders of the Acquired Company are duly signed by appropriate officers
or directors,  are otherwise complete and current in all respects, and the stock
record  book of the  Acquired  Company is complete  and  current.  The  Acquired
Company has provided  Purchaser  with true,  correct and complete  copies of all
such corporate records.

     3.6  Financial  Statements;  Liabilities  and  Obligations  of the Acquired
          ----------------------------------------------------------------------
Company.
-------

          (a) Included in Exhibit 3.6(a) are true,  correct and complete  copies
                          --------------
     of the Acquired Company's  unaudited balance sheets as of December 31, 1996
     and  December 31, 1997 and the related  statements  of income for the years
     then ended (respectively,  the "1996 and 1997 Financial Statements").  Also
     enclosed  therein are true,  correct,  and complete  copies of the Acquired
     Company's  unaudited balance sheet as of September 30, 1998 and the related
     unaudited  statement  of income for the  nine-month  period then ended (the
     "Interim Financial Statements"). The 1996 and 1997 Financial Statements and
     the Interim  Financial  Statements (i) are complete;  (ii) were prepared in
     accordance  with the books of account  and other  financial  records of the
     Acquired  Company;  (iii) have been prepared in accordance  with  generally
     accepted accounting principles (except that the Financial Statements do not
     contain any notes thereto)  consistently  applied;  and (iv) fairly present
     the financial  condition of the Acquired Company as of the respective dates
     thereof.

          (b) The  Acquired  Company has no  liability  or  obligation  (whether
     accrued, absolute,  contingent or otherwise) except for (i) the liabilities
     and  obligations  of the  Acquired  Company  that are  disclosed on Exhibit
                                                                         -------
     3.6.(b) or reserved  against in the Interim  Financial  Statements,  to the
     -------
     extent and in the  amounts  so  disclosed  or  reserved  against,  and (ii)
     liabilities  incurred or accrued in the ordinary  course of business  since
     the date of the Interim Financial  Statements,  not to exceed $5,000, which
     liabilities  do  not,  either  individually  or in the  aggregate,  have an
     adverse  effect  on  the  businesses,  properties,  rights,  operations  or
     financial condition of the Acquired Company,  and (c) liabilities  incurred
     in connection with the transactions referred to herein.

          (c) Except as disclosed in the Interim Financial Statements or Exhibit
                                                                         -------
     3.6(b),  the  Acquired  Company  is  not in  default  with  respect  to any
     ------
     liabilities or obligations,  and all such liabilities or obligations  shown
     or reflected in the Interim Financial Statements or Exhibit 3.6(b) and such
                                                         --------------
     liabilities  incurred  or  accrued  subsequent  to the date of the  Interim
     Financial  Statements have been, or are being,  paid and discharged as they
     become due, and all such  liabilities and obligations  were incurred in the
     ordinary  course  of  business  except  as  indicated  on  Exhibit  3.6(b).
                                                                ---------------

                                        4
<PAGE>
          (d)  Except  as  disclosed  on  Exhibit  3.6(d),  there  are no loans,
                                          --------------
     advances or other like amounts,  including  any interest due thereon,  from
     any shareholder,  director,  employee or former shareholder of the Acquired
     Company.  Except as set forth on Exhibit 3.6(d),  the Acquired Company does
                                      --------------
     not have any off-balance sheet undertakings, including, but not limited to,
     any guarantees  (in any form  whatsoever,  including as a comfort  letter),
     sureties,  warranties  or  securities  with  regard to the  performance  of
     obligations contracted by third parties (including partners,  shareholders,
     corporate  officers or members of its staff).  The Acquired  Company is not
     participating  in any portage  operations,  interest  rate or exchange rate
     swap  Contracts,  or  derivative  transactions,  nor  is it  bound  by  any
     Contracts made on a futures market.

          (e) All of the accounts  receivable  of the Acquired  Company  reflect
     actual  transactions,  have arisen in the ordinary course of business,  are
     not subject to offset,  deduction or  counterclaim  and will be collectible
     within three (3) months after the Closing  Date at the  aggregate  recorded
     amounts thereof.

     3.7 Tax Returns.
     ---------------

          (a) The Acquired  Company has timely and accurately  filed all returns
     and reports as required by  Applicable  Laws with  respect to Taxes and has
     timely paid all Taxes shown on such returns as owed for the periods of such
     returns,  including all withholding or other payroll related taxes shown on
     such returns. All such returns and reports are correct and complete.

          (b) The tax basis of all assets of the  Acquired  Company as reflected
     on its books and  records is correct  and  accurate  for use in tax periods
     ending after the Closing Date.

          (c) Except as described  on Exhibit 3.7, the Acquired  Company is not,
                                      -----------
     and will not become, subject to any additional Taxes,  interest,  penalties
     or other  similar  charges  as a result of the  failure  to file  timely or
     accurately,  as required by any Applicable  Laws, any such return or report
     or to pay timely any amount  shown to be due  thereon,  including,  without
     limitation,  any such Taxes, interest,  penalties or charges resulting from
     the  obtaining  of an  extension  of time to file any  return or to pay any
     Taxes.

          (d) No  assessments  or notices of deficiency or other  communications
     have been received by the Acquired  Company with respect to any such return
     or report for Taxes which have not been paid,  discharged or fully reserved
     against in the Interim  Financial  Statements  or disclosed on Exhibit 3.7,
                                                                    -----------
     and no amendments or applications for refund have been filed or are planned
     with respect to any such return or report.

          (e) There are no  agreements  between  the  Acquired  Company  and any
     Regulatory  Authority  waiving or extending any statute of limitations with
     respect to any return or report for Taxes, and the Acquired Company has not
     filed any consent or election including,  without limitation,  any election
     under Section  341(f) of the Code,  other than such consents and elections,
     if any,  reflected in the Acquired  Company's federal income tax return for
     its taxable year ended December 31, 1997.

          (f) The  Acquired  Company has provided  Purchaser  with copies of all
     returns  and  reports  for all  open  tax  years  prior to the date of this
     Agreement.

                                        5
<PAGE>
     3.8 Ownership of Tangible Assets and Leases.
         ---------------------------------------

          (a) Exhibit 3.8 sets forth a true,  accurate and  complete  list and a
              -----------
     brief  description  of all real  property and tangible  personal  property,
     owned,  leased or licensed by the Acquired Company or otherwise used in its
     business (such list  identifying  which of such properties are owned by the
     Acquired Company and all of the leases,  licenses or agreements under which
     the  Acquired  Company is lessee or licensee  of or holds or  operates  any
     property,  real or  personal,  and the  location  of such  property).  Such
     property  constitutes  all  properties  and assets  which are  necessary to
     conduct the business of the Acquired Company.

          (b) The Acquired  Company has good and marketable  title to all of its
     property  and assets,  other than leased or  licensed  property,  including
     those listed and described on Exhibit 3.8 as owned property and assets,  in
                                   -----------
     each case free and clear of any Liens, except as disclosed on Exhibit 3.8.
                                                                   -----------

          (c)  Neither the  Acquired  Company  nor any of the  Shareholders  has
     received  any payment  from a lessor or licensor in  connection  with or as
     inducement for entering into a Contract in which the Acquired  Company is a
     lessee or licensee.

          (d) All  buildings,  machinery,  equipment  and other real or tangible
     personal  property  owned or leased  by the  Acquired  Company  are in good
     operating condition and state of repair,  subject only to ordinary wear and
     tear and are  adequate  and  suitable  for the  purposes for which they are
     presently being used.

          (e) Except  pursuant to this Agreement,  the Acquired  Company has not
     granted to anyone an absolute or  contingent  right to purchase,  obtain or
     acquire any rights in any items of the  assets,  properties  or  operations
     which are owned by the  Acquired  Company  or which are used in  connection
     with the business of the Acquired Company.

          (f) Except as set forth on Exhibit 3.8, no real property owned, leased
                                     -----------
     or used  by the  Acquired  Company  lies in an  area  which  is,  or to the
     knowledge of the Acquired Company or any  Shareholder,  will be, subject to
     zoning,  use or building code  restrictions  which would prohibit,  and the
     Acquired  Company and the  Shareholders are not aware of any facts relating
     to the  acts  of  another  person  or  entity  or its  ownership,  leasing,
     licensing or use of any real or personal property which would prevent,  the
     continued effective ownership, leasing and use of such real property by the
     Acquired Company in the businesses  currently conducted and/or contemplated
     to be conducted.

     3.9  Agreement  Does Not  Violate  Other  Instruments.  Except as listed on
          ------------------------------------------------
Exhibit  3.9,  the  execution  and  delivery  by the  Acquired  Company  and the
------------
Shareholders  of this Agreement and the other  agreements and  instruments to be
executed and delivered in connection with the transactions  contemplated  hereby
or thereby  does not,  and the  consummation  of the  transactions  contemplated
hereby or thereby  will not violate or conflict  with (i) any  provision  of the
Articles of Incorporation,  as amended,  or Bylaws, as amended,  of the Acquired
Company;  (ii) any Applicable  Laws to which the Acquired  Company or any of the
Shareholders is subject; (iii) any judgement, ruling, order, writ, injunction or
decree of any court or of any Regulatory Authority to which the Acquired Company
or any Shareholder is a party or bound or by which the Acquired Company's assets
or business are affected;  (iv) or constitute an occurrence of default under any
provision of, or result in acceleration of any obligation under, or give rise to
a  contractual  right by any  party  to  terminate  its  obligations  under  any
mortgage,  deed of trust,  conveyance to secure debt,  note,  bond,  loan, lien,
lease, agreement,  instrument,  or other Contract, to which the Acquired Company
or any  Shareholder  is a party or is bound or by which the  Acquired  Company's
assets or business are affected.

                                        6
<PAGE>
     3.10 Required Governmental  Consents.  Except as listed on Exhibit 3.10, no
          -------------------------------                       ------------
consent, approval, order, certification,  permission or authorization of, notice
to,  exemption by, or registration,  declaration,  recording or filing with, any
Regulatory  Authority  is required to be obtained or made by or with  respect to
the Acquired Company, any Shareholder or any assets, properties or operations of
the  Acquired  Company in  connection  with the  execution  and  delivery by the
Acquired  Company and the  Shareholders of this Agreement or the consummation of
the transactions contemplated hereby.

     3.11  Other  Required  Consents.  Except as set forth in Exhibit  3.11,  no
           -------------------------                          -------------
approval,  authorization,  consent, permission, or waiver to or from, or notice,
filing,  or  recording  to or with,  any  Person  (other  than the  governmental
authorities  addressed in Section  3.10) is necessary  for (a) the execution and
delivery  of this  Agreement  and the other  agreements  and  instruments  to be
executed and delivered in connection with the transactions  contemplated  hereby
or thereby by the Acquired  Company and the  Shareholders or the consummation by
the  Acquired  Company and the  Shareholders  of the  transactions  contemplated
hereby;  or (b) the  acquisition  by Purchaser  of all the capital  stock of the
Acquired Company.

     3.12 Absence of Changes.  Since December 31, 1997, the Acquired Company has
          ------------------
not, except as disclosed on Exhibit 3.12:
                            ------------

          (a) Transferred,  assigned, conveyed or liquidated into current assets
     any of its assets or business or entered into any  transaction  or incurred
     any  liability  or  obligation,  other than in the  ordinary  course of its
     business;

          (b) Suffered any adverse change in its business,  properties,  rights,
     operations or financial condition (whether absolute, accrued, contingent or
     otherwise), or become aware of any event or state of facts which may result
     in any such adverse change;

          (c) Suffered any destruction,  damage or loss,  whether or not covered
     by insurance;

          (d) Suffered, permitted or incurred the imposition of any Lien, except
     for any current  year lien with  respect to  personal  or real  property ad
     valorem taxes not yet due and payable;

          (e)  Committed,  suffered,  permitted  or incurred  any default in any
     liability or obligation;

                                        7
<PAGE>
          (f) Made or agreed to any adverse  change in the terms of any Contract
     or instrument to which it is a party;

          (g) Waived, canceled, sold or otherwise disposed of, for less than the
     face amount thereof, any claim or right which it has against others;

          (h) Declared,  promised or made any  distribution  or other payment to
     its shareholders (other than reasonable  compensation for services actually
     rendered and ordinary  distributions  made to the  Shareholders  due to the
     Acquired  Company's  status as an S  corporation)  or issued any additional
     shares or rights,  options,  warrants or calls with respect to the Acquired
     Company's shares (except as listed on Exhibit 3.3), or redeemed,  purchased
     or otherwise  acquired any of the Acquired  Company's  shares,  or made any
     change whatsoever in the Acquired Company's capital structure;

          (i) Paid, agreed to pay or incurred any obligation for any payment for
     any  contribution  or other  amount to, or with  respect  to, any  employee
     Benefit  Plan  (except  for the  payment  of  health,  disability  and life
     insurance  premiums  which became due  pursuant to the terms of  applicable
     policies),   or  paid  any  bonus  to,  or  granted  any  increase  in  the
     compensation  of, the Acquired  Company's  directors,  officers,  agents or
     employees,  or made  any  increase  in the  pension,  retirement  or  other
     benefits of its directors, officers, agents or other employees;

          (j)  Committed,  suffered,  permitted or incurred any  transaction  or
     event which would increase its tax liability for any prior taxable year;

          (k) Incurred any other  liability  or  obligation  or entered into any
     transaction other than in the ordinary course of business;

          (l) Received any notices, or had reason to believe,  that any supplier
     or customer  has taken or  contemplates  any steps which could  disrupt the
     business  relationship  of the  Acquired  Company  with  said  supplier  or
     customer or could  result in the  diminution  in the value of the  Acquired
     Company as a going concern;

          (m) Paid,  agreed to pay or incurred any obligation for any payment of
     any  indebtedness,  except  current  liabilities  incurred in the  ordinary
     course of business  and except for  payments as they become due pursuant to
     Contracts referred to in Section 3.16;

          (n) Changed any accounting methods, practices or principles or systems
     of internal accounting controls;

          (o) Written off as uncollectible  any notes or accounts  receivable in
     excess of $5,000.00 in the aggregate;

          (p) Written down the value of any asset or  investment on its books or
     records,  except for depreciation  and  amortization  taken in the ordinary
     course of business and consistent with past practice;

                                        8
<PAGE>
          (q) Adopted or made any change in any Benefit Plan;

          (r) Made any  change in the  customary  methods of  operations  of the
     business of the Acquired  Company,  including  but not limited to practices
     and  policies  relating to  purchasing,  inventory,  marketing,  selling or
     pricing;

          (s) Become aware,  nor has any  Shareholder  become aware, of any fact
     which will have a material  adverse  effect or in the future (as far as the
     Acquired  Company  or any  Shareholder  can  foresee)  may have a  material
     adverse effect on the financial condition, results of operations, business,
     properties,  assets,  liabilities,  or  future  prospects  of the  Acquired
     Company  which  has not been  disclosed  to  Purchaser  in this  Agreement;
     provided,  however,  that the Acquired Company and the Shareholders express
     no opinion as to political or economic matters of general applicability; or

          (t) Entered  into any  Contract to take any action  described  in this
     Section 3.12.

     3.13 Litigation. Except as otherwise set forth in Exhibit 3.13, there is no
          ----------                                   ------------
litigation, suit, action, indictment,  claim, investigation,  or administrative,
arbitration or other proceedings  (including grand jury investigations,  actions
or proceedings and workers' compensation suits, actions or proceedings) pending,
proposed or  threatened  against or  affecting  the  Shareholders,  the Acquired
Company or its  officers,  directors or  employees  and there exists no basis or
grounds for any such suit, action, proceeding,  claim or investigation.  None of
the items  described in Exhibit  3.13,  singly or in the  aggregate,  if pursued
                        -------------
and/or  resulted in a judgment,  would have an adverse effect on the businesses,
properties, rights, operations or financial condition of the Acquired Company or
the  right  of  the  Acquired  Company  or any  Shareholder  to  consummate  the
transactions  contemplated  hereby,  and neither the Acquired Company nor any of
the  Shareholders  are aware of any valid  grounds for the assertion of any such
claim.

     3.14 Permits.  The Acquired  Company holds all Permits from all  Regulatory
          -------
Authorities necessary for the conduct of its business and the use of its assets.
All such Permits held by the Acquired  Company are listed on Exhibit 3.14, which
                                                             ------------
Exhibit 3.14 identifies those Permits  expiring within three months,  those that
------------
are  conditional,  and those  that are  temporary.  Neither  the  execution  and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will result in the termination of any Permit held by the Acquired Company
and all such Permits will remain in full force and effect after  consummation of
the transactions contemplated by this Agreement. All applications for renewal of
currently  existing Permits for which renewal  applications  are required,  have
been timely filed.

     3.15 Court  Orders;  Compliance  with Laws.  Except as set forth in Exhibit
          -------------------------------------                          -------
3.15,  the Acquired  Company has  conducted  its business so as to comply in all
----
respects with all  Applicable  Laws.  There is no outstanding  judgment,  order,
writ, injunction,  decree,  stipulation or award (whether rendered by a court, a
Regulatory  Authority  or  by  arbitration  pursuant  to a  grievance  or  other
procedure) against,  affecting or relating to the Acquired Company, its business
or its assets.  The Acquired  Company neither is presently  charged with nor, to
the  knowledge  of  the  Acquired  Company  and  the   Shareholders,   is  under
investigation by any Regulatory  Authority with respect to any actual or alleged
violation of any Applicable Laws, nor is presently the subject of any pending or
threatened  adverse proceeding by any Regulatory  Authority having  jurisdiction
over its business, assets or operations.

                                        9
<PAGE>
     3.16  Contracts,  Etc.  Exhibit 3.16 hereto consists of a true and complete
           ---------------   ------------
list of all Contracts  (other than those listed in Exhibits 3.8; 3.17; 3.19; and
                                                   -----------------------------
3.21), to which the Acquired  Company is a party and a brief  description of the
-----
subject matter of each such Contract. Except as set forth in Exhibits 3.8; 3.16;
                                                             -------------------
3.17; 3.19; or 3.21, the Acquired Company is not a party, or subject to,
-------------------
any  of  the  following:

          (a) Any  Contracts,  the  consummation  or performance of which would,
     either  singly  or in the  aggregate,  have  an  adverse  impact  upon  its
     businesses, properties, rights, operations or financial condition;

          (b) Any  Contract  that is outside of the normal,  ordinary  and usual
     requirements of its business or, for Contracts  involving amounts in excess
     of $5,000.00,  at a price or prices in excess of those otherwise  available
     at the time such Contract was entered into;

          (c) Any Contract that requires services to be provided or performed by
     the Acquired  Company or which  authorizes  others to perform services for,
     through or on behalf of the Acquired Company;

          (d)  Any  Contract  involving  amounts  in  excess  of  $5,000.00  and
     involving  an  obligation  that  cannot be  terminated  on thirty (30) days
     notice;

          (e) Any Contract  affecting  the  ownership or leasing of, title to or
     use of  any  interest  in  real  or  tangible  personal  property  and  any
     maintenance or service Contract  relating to any real or tangible  personal
     property;

          (f) Any note receivable;

          (g) Any Contract  providing for payments  based in any manner upon the
     sales, purchases, receipts, income or profits of the Acquired Company;

          (h) Any single  Contract or sales or purchase  order,  which  involves
     future  payments,  performance  of services  or  delivery  of goods  and/or
     materials,  to or by the  Acquired  Company  with an amount or value in the
     aggregate in excess of Three Thousand Dollars ($3,000.00) (other than trade
     accounts payable incurred in the ordinary course of business with an amount
     or value not in excess of Six Thousand Dollars ($6,000.00));

          (i) Any franchise agreement, marketing agreement or royalty agreement,
     and with  respect  to each such  agreement,  Exhibit  3.16  sets  forth the
                                                  -------------
     aggregate  royalties  or similar  payments  paid or payable by the Acquired
     Company as of the date hereof;

          (j) Any Contract  with a creditor  not made in the ordinary  course of
     business  or any  Contract  with a  charity  which  has  special  terms  or
     conditions;

                                       10
<PAGE>
          (k)  Any  Contract  regarding  employees  or  independent  contractors
     (including  without limitation any standard form contracts such as employee
     nondisclosure  agreements or  consultant/employee  agreements),  or for any
     continuing payment of any type or nature,  including,  without  limitation,
     any severance, termination,  parachute, or other payments (whether due to a
     change in  control,  termination  or  otherwise)  and  bonuses  and  vested
     commissions.  Exhibit 3.16 also  includes a listing of any such  agreements
                   ------------
     for which the standard  form was  modified.  Other than the  standard  form
     agreements  listed on Exhibit  3.16 and those  listed  variations  from the
                           -------------
     standard  form  agreements,  there  are no  other  agreements  of the  type
     referred to in this Section 3.16(k);

          (l) Any  plan or  other  arrangement  providing  for  life  insurance,
     pensions,  stock rights,  distributions,  options,  deferred  compensation,
     retirement  payments,  profit  sharing,  medical  reimbursements  or  other
     benefits for directors, officers, employees or independent contractors;

          (m) Any Contract restricting the Acquired Company from carrying on any
     business anywhere in the world;

          (n) Any  Contract  evidencing  or  related to  indebtedness  for money
     borrowed  or to be  borrowed,  whether  directly or  indirectly,  by way of
     purchase  money  obligation,  guaranty,  subordination,  conditional  sale,
     lease-purchase,  chattel  mortgage or  otherwise.  Except as  disclosed  in
     Exhibit 3.16, no such indebtedness of the Acquired Company provides for any
     ------------
     prepayment penalty or premium or has any compensating balance requirements;

     (o) Any Contract with any labor organization;

     (p)  Any  policy  of  life,  fire,  liability,  medical  or  other  form of
insurance;

     (q) Any order or written approval of any Regulatory  Authority  required to
conduct the business;

     (r) Any Contract between any Shareholder and the Acquired Company; or

     (s) Any Contract, not of the type covered by any of the other items of this
Section  3.16,  that is not in the  ordinary  course of  business or that has an
adverse impact on the business or assets of the Acquired Company.

          The Acquired Company has provided  Purchaser with a true,  correct and
     complete  copy of each such  Contract.  All of the  Contracts  described in
     Exhibits  3.8;  3.16;  3.17;  3.19;  or 3.21 are valid and binding upon the
     --------------------------------------------
     Acquired  Company and the other  parties  thereto and are in full force and
     effect  and  enforceable  in  accordance  with  their  terms,   subject  to
     bankruptcy and other debtor relief laws, and neither the Acquired  Company,
     nor any other party to any such  Contract has breached any provision of, or
     is in default  under,  the terms  thereof,  and no event has occurred which
     constitutes  or,  with the  lapse of time or the  giving of notice or both,
     would  constitute  such a breach or default by the Acquired  Company or any
     other party thereto.  No party to any such Contract has given notice of its
     intent to terminate  or cancel any such  Contract and none of the rights of
     the Acquired Company under such Contracts will be impaired by the delivery,
     execution and  performance  of this  Agreement or the  consummation  of the
     transactions  contemplated hereby. Except for terms specifically  described
     in Exhibit  3.16,  neither the  Acquired  Company nor any  Shareholder  has
        -------------
     received any payment from any contracting party in connection with or as an
     inducement for entering into any Contract.

                                       11
<PAGE>
     3.17  Intellectual  Property.  Exhibit 3.17 contains a complete list of all
           ----------------------   ------------
Intellectual Property. Except as indicated on Exhibit 3.17, the Acquired Company
                                              ------------
has valid,  binding  and  enforceable  title to, or in the case of  Intellectual
Property  being  licensed  by the  Acquired  Company,  has  valid,  binding  and
enforceable  rights to use all  Intellectual  Property without any conflict with
the rights or claims of others.  The Acquired  Company is the sole and exclusive
owner of the  Intellectual  Property and has the sole and exclusive right to use
the Intellectual Property listed thereon, in each case free and clear of any and
all Liens and  subject  to no  interference  or other  contest  proceeding.  The
Acquired Company has not received any notice from any other person pertaining to
or  challenging  the  right  of the  Acquired  Company  to use any  Intellectual
Property. The Acquired Company has not granted any outstanding licenses or other
rights,  or any  obligations  to grant  licenses or other rights,  to any of the
Intellectual  Property.  No claims have been made by the Acquired Company of any
violation  or  infringement  by any other  Person of the rights of the  Acquired
Company with respect to any Intellectual  Property of the Acquired Company,  and
there is no basis for the making of any such claim.  The Acquired Company is not
infringing or otherwise violating the rights of any other Person with respect to
the intellectual property rights of such Person.

     3.18 Labor Matters.
          -------------

          (a)  Exhibit  3.18  sets  forth a list of all  current  employees  and
               -------------
     independent  contractors of the Acquired Company and their current salaries
     or rates and any  other  compensation  and the  Acquired  Company's  salary
     increase  guidelines.  Exhibit 3.18 sets forth a true, correct and complete
                            ------------
     list of  employer  loans or  advances  from  the  Acquired  Company  to its
     employees.

          (b) Within the last three (3) years the Acquired  Company has not been
     the subject of any union activity or labor dispute,  nor has there been any
     strike of any kind called or threatened to be called against it.

          (c) There is no, and since December 31, 1997,  there has not been any,
     condition  or  state of facts  which  may  affect  the  Acquired  Company's
     relations with its employees and no employees of the Acquired  Company,  or
     group of  employees,  the loss of whom would have an adverse  effect on the
     business of the Acquired Company,  has notified the Acquired Company within
     the  nine-month  period  prior to the date hereof of his or their intent to
     terminate his or their relationship with the Acquired Company,  or make any
     demand for material payments or modifications of his or their  arrangements
     with the Acquired Company. There has not been, and the Acquired Company and
     the  Shareholders  have no knowledge  of, any adverse  changes in relations
     with employees and  independent  contractors  of the Acquired  Company as a
     result of the transactions contemplated by this Agreement.

                                       12
<PAGE>
          (d) The  Acquired  Company's  relationship  with each  Person that the
     Acquired  Company  treats,  or had treated,  as an  independent  contractor
     satisfies, or satisfied, the requirement under Applicable Law for treatment
     as an independent contractor.

          (e) The Acquired Company has conducted its business so as to comply in
     all  respects   with  all   Applicable   Laws   relating  to   immigration,
     naturalization and work permits,  including the Immigration and Nationality
     Act of 1952, as amended by the  Immigration  Reform and Control Act of 1986
     and the regulations promulgated thereunder.

          (f) No present or former  employee  of the  Acquired  Company  has any
     valid and  enforceable  claim  under any  Applicable  Law,  any  employment
     agreement or otherwise,  on account of or for (a) overtime pay,  other than
     overtime pay for the current  payroll  period,  (b) wages or salary for any
     period other than the current payroll period,  (c) vacation or time off (or
     pay in lieu  thereof),  other than that  earned in respect of the  previous
     twelve months, or (d) any violation of any statute, ordinance or regulation
     relating to minimum wages or maximum hours of work.

          (g)  There  has not been  filed  with any  state or  federal  court or
     Regulatory  Authority any claim,  action or proceeding against the Acquired
     Company  arising out of any breach or violation by the Acquired  Company of
     any Applicable Laws relating to  discrimination in employment or employment
     practices or occupational safety and health standards.

     3.19 Benefit Plans.
          -------------

          (a) Exhibit  3.19 lists  every  pension,  retirement,  profit-sharing,
              -------------
     deferred compensation,  stock option,  employee stock ownership,  severance
     pay,  vacation,  sick leave,  leave  without  compensation,  bonus or other
     incentive plan, any medical,  vision, dental or other health plan, any life
     insurance plan or any other  employee  benefit plan or fringe benefit plan,
     any other written or unwritten employee program, arrangement,  agreement or
     understanding,  commitments  or methods  of  contribution  or  compensation
     (whether arrived at through  collective  bargaining or otherwise),  whether
     formal or informal, whether funded or unfunded, and whether legally binding
     or not, including, without limitation, any "employee benefit plan," as that
     term is defined in Section 3(3) of ERISA,  which is currently or previously
     adopted,  maintained,  sponsored in whole or in part, or  contributed to by
     the Acquired  Company or any ERISA Affiliate of the Acquired  Company,  for
     the benefit of,  providing any remuneration or benefits to, or covering any
     current or former  employee,  retiree,  dependent,  spouse or other  family
     member or  beneficiary of such employee or retiree,  director,  independent
     contractor,  shareholder, officer or consultant or other beneficiary of the
     Acquired  Company or any ERISA  Affiliate of the Acquired  Company or under
     (or in connection with) which the Acquired Company or an ERISA Affiliate of
     the Acquired Company has any contingent or  noncontingent  liability of any
     kind  whether or not  probable of  assertion  (collectively,  the  "Benefit
     Plans").  Any of the Benefit  Plans which is an "employee  pension  benefit
     plan," as that term is defined in Section  3(2) of ERISA,  or an  "employee
     welfare  benefit plan" as that term is defined in Section 3(1) of ERISA, is
     referred to herein as an "ERISA Plan."

                                       13
<PAGE>
          (b) Exhibit 3.19 also lists,  with respect to all Benefit Plans listed
              ------------
     in Exhibit 3.19:  (a) all trust  agreements or other funding  arrangements,
        ------------
     including   insurance   contracts,   all   annuity   contracts,   financial
     contributions,   actuarial   statements  or  valuations,   fidelity  bonds,
     fiduciary  liability  policies,  investment manager or advisory  contracts,
     corporate  resolutions of memoranda,  administrative  committee  minutes or
     memoranda  or  records,  and all  amendments  (if any)  thereto,  (b) where
     applicable,  with  respect to any such plans or plan  amendments,  the most
     recent  determination  letters issued by the IRS, (c) all communications or
     other correspondence issued within the last six (6) years by any Regulatory
     Authority,  including  without  limitation,  the IRS, DOL and the PBGC with
     respect to such Benefit Plan,  (d) annual reports or returns and audited or
     unaudited financial statements for the most recent three plan years and any
     amendments thereto, and (e) the most recent summary plan descriptions,  any
     material  modifications  thereto, and all material employee  communications
     with respect to such Benefit  Plans.  Contemporaneous  with the delivery of
     the Exhibits,  the Acquired  Company has delivered a true and complete copy
     of all such Benefit Plans, agreements, letters, rulings, opinions, letters,
     reports,  returns,  financial  statements  and  summary  plan  descriptions
     described  in Sections  3.19(a) or 3.19(b)  hereof,  certified as such by a
     duly authorized officer of the Acquired Company.

          (c) All the  Benefit  Plans and any  related  trusts  subject to ERISA
     comply with and have been administered in compliance with the provisions of
     ERISA, all applicable  provisions of the Code relating to qualification and
     tax exemption under Code Sections 401(a) and 501(a) or otherwise  necessary
     to secure  intended  tax  consequences,  all  applicable  state or  federal
     securities laws and all other  applicable  laws,  rules and regulations and
     collective bargaining agreements, and the Acquired Company has not received
     any notice from any Regulatory Authority or instrumentality  questioning or
     challenging such compliance.  All available  governmental approvals for the
     Benefit  Plans have been  obtained,  including,  but not limited to, timely
     determination  letters  on the  qualification  of the  ERISA  Plans and tax
     exemption of,  related  trusts,  as  applicable,  under the Code and timely
     registration and disclosure under applicable  securities laws, and all such
     governmental  approvals  continue  in full force and  effect.  No event has
     occurred  that  will or could  give  rise to  disqualification  of any such
     Benefit Plan under Sections  401(a) or 501(a) of the Code or to a tax under
     Section 511 of the Code.

          (d) Neither the Acquired Company nor any administrator or fiduciary of
     any such  Benefit Plan (or agent or delegate of any of the  foregoing)  has
     engaged in any  transaction  or acted or failed to act in any  manner  that
     could subject the Acquired Company to any direct or indirect  liability (by
     indemnity or  otherwise)  for a breach of any  fiduciary,  co-fiduciary  or
     other duty under ERISA. No oral or written  representation or communication
     with respect to any aspect of the Benefit Plans has been or will be made to
     employees of the Acquired  Company prior to the Closing Date that is not in
     accordance with the written or otherwise  preexisting  terms and provisions
     of such  Benefit  Plans in effect  immediately  prior to the Closing  Date,
     except for any  amendments  or  terminations  required by the terms of this
     Agreement.  There are no unresolved  claims or disputes under the terms of,
     or in connection with, the Benefit Plans and no action, legal or otherwise,
     has been commenced with respect to any claim.

          (e) All annual  reports or  returns,  audited or  unaudited  financial
     statements,  actuarial valuations,  summary annual reports and summary plan
     descriptions  issued  with  respect to the  Benefit  Plans are  correct and
     accurate as of the dates thereof;  and there have been no amendments  filed
     to any of such reports, returns, statements,  valuations or descriptions or
     required to make the information therein true and accurate.

                                       14
<PAGE>
          (f) Neither the Acquired Company nor any other "party in interest" (as
     defined in Section 3(14) of ERISA) or "disqualified  person" (as defined in
     Section  4975(e)(2)  of the Code) of any  Benefit  Plan has  engaged in any
     "prohibited  transaction" (within the meaning of Sections 503(b) or 4975(c)
     of the Code or Section 406 of ERISA) with respect to such Benefit Plan, for
     which there is no statutory,  regulatory or individual or class  exemption.
     There has been no (a)  "reportable  event" (as  defined in Section  4043 of
     ERISA),  or event  described in Section 4062(f) or Section 4063(a) of ERISA
     or (b) termination or partial termination, withdrawal or partial withdrawal
     with  respect to any of the ERISA  Plans that the  Acquired  Company or any
     ERISA Affiliate of the Acquired Company  maintains or contributes to or has
     maintained or  contributed  to or was required to maintain or contribute to
     for the benefit of employees of the Acquired Company or any ERISA Affiliate
     of the Acquired Company now or formerly in existence.

          (g) For any ERISA Plan that is an  employee  pension  benefit  plan as
     defined in ERISA Section 3(2), the fair market value of such Benefit Plan's
     assets equals or exceeds the present value of all benefits  (whether vested
     or not) accrued to date by all  participants in such Benefit Plan. For this
     purpose  the  assumptions   prescribed  by  the  Pension  Benefit  Guaranty
     Corporation  for valuing plan assets or liabilities  upon plan  termination
     shall be applied  and the term  "benefits"  shall  include the value of any
     early  retirement  or  ancillary  benefits  (including  shutdown  benefits)
     provided under any Benefit Plan. As of the Closing Date,  full payment will
     have been made of all  amounts  which the  Acquired  Company is required to
     have  made at or  prior to such  time,  under  any  Applicable  Laws,  as a
     contribution  to any Benefit  Plan of the  Acquired  Company or of an ERISA
     Affiliate of the Acquired Company,  and no accumulated  funding  deficiency
     (as  defined in ERISA  Section  302 or Code  Section  412),  whether or not
     waived, will exist with respect to any Benefit Plan.

          (h) Except as described on Exhibit  3.19 as of the Closing  Date,  the
                                     -------------
     Acquired  Company will have no current or future  liability with respect to
     any events or matters  occurring,  arising or  accruing on or prior to such
     date under any Benefit Plan that was not reflected in the Interim Financial
     Statements  or that  represents  contributions  required  to be made  under
     written terms of such Benefit Plan as of the Closing Date.

          (i) The Acquired  Company does not maintain any Benefit Plan providing
     deferred or stock based  compensation which is not reflected in the Interim
     Financial Statements.

          (j)  Neither  the  Acquired  Company  nor any ERISA  Affiliate  of the
     Acquired Company has maintained,  and neither now maintains, a Benefit Plan
     providing  welfare benefits (as defined in ERISA Section 3(1)) to employees
     after  retirement  or other  separation  of  service  except to the  extent
     required under Part 6 of Title I of ERISA and Code Section 4980B.

          (k)  The  consummation  of  the  transactions   contemplated  by  this
     Agreement  will not (i)  entitle  any  current or former  employee  (or any
     spouse,  dependent or other family member of such employee) of the Acquired
     Company or any ERISA  Affiliate of the Acquired  Company to severance  pay,
     unemployment  compensation  or any  payment  contingent  upon a  change  in
     control or ownership of the Acquired  Company,  or (ii) accelerate the time
     of payment or vesting,  or increase the amount,  of any compensation due to
     any such  employee or former  employee  (or any spouse,  dependent or other
     family member of such employee).

                                       15
<PAGE>
          (l) All Benefit Plans subject to Section 4980B of the Code, as amended
     from  time  to  time,  or Part 6 of  Title I of  ERISA  or both  have  been
     maintained in good faith  compliance with the requirements of such laws and
     any regulations (proposed or otherwise) issued thereunder.

          (m) No liability to the PBGC has been  incurred as of the Closing Date
     by the Acquired  Company or any ERISA  Affiliate  of the Acquired  Company,
     except  for  PBGC  insurance  premiums,  and all  such  insurance  premiums
     incurred or accrued up to and  including  the Closing Date have been timely
     paid.

          (n)  Neither  the  Acquired  Company  or any  ERISA  Affiliate  of the
     Acquired  Company  maintains or has  maintained,  has contributed to or has
     been  required  to  contribute  to, a  multi-employer  plan (as  defined in
     Section  3(37) of  ERISA).  No  amount  is due or owing  from the  Acquired
     Company on account of a multi-employer plan (as defined in Section 3(37) of
     ERISA) on account of any withdrawal therefrom.

          (o) All annual  reports (as described in Section 103 of ERISA) and all
     Forms 5500 relating to the applicable provisions of the Code required to be
     filed in connection  with one or more of the Benefit Plans have been timely
     and properly filed in accordance with applicable law.

     3.20  Environmental  Matters.  No real property now or previously  owned or
           ----------------------
used by the  Acquired  Company  or now or  previously  owned  or  leased  by the
Acquired  Company (the "Real Property") has been used by the Acquired Company or
any  other  party  for the  handling,  treatment,  storage  or  disposal  of any
Hazardous  Substance.  No release,  discharge,  spillage  or  disposal  into the
environment of any Hazardous  Substance and no soil, water or air  contamination
by any Hazardous  Substance has occurred or is occurring in, from or on the Real
Property. The Acquired Company has obtained all Permits which are required to be
obtained by the Acquired Company under Applicable Laws relating to protection of
the environment and has complied with all reporting  requirements under any such
Applicable  Laws and Permits  with  respect to the Real  Property.  There are no
claims, actions,  suits,  proceedings or investigations related to the presence,
release, production,  handling, discharge, spillage,  transportation or disposal
of any Hazardous  Substance or ambient air conditions or  contamination of soil,
water or air by any Hazardous  Substance  pending or threatened  with respect to
the Real  Property or  otherwise  against the  Acquired  Company in any court or
before any Regulatory  Authority or private arbitration tribunal and there is no
basis for any such claim, action, suit, proceeding or investigation with respect
to the Real  Property or otherwise  against the Acquired  Company.  There are no
underground storage tanks on the Real Property. No building or other improvement
included in the Real Property  contains any asbestos or any  asbestos-containing
materials,   and  such   buildings   and   improvements   are  free  from  radon
contamination.  For the purposes of this Agreement,  "Hazardous Substance" shall
mean any hazardous or toxic substance or waste as those terms are defined by any
Applicable Laws and petroleum, petroleum products and oil.

                                       16
<PAGE>
     3.21  Insurance.  Set forth in Exhibit 3.21 is a complete and accurate list
           ---------                ------------
and  description  of all  insurance  policies  which the  Acquired  Company  has
maintained  with respect to its businesses,  properties or employees  within the
preceding  thirty-six  (36) months.  Except as set forth in Exhibit  3.21,  such
                                                            -------------
policies are in full force and effect and no event has occurred  that would give
any  insurance  carrier a right to cancel or terminate  any such policy.  To the
best of the Acquired  Company's and the Shareholders'  knowledge,  such policies
are  reasonably  adequate to insure  fully  against  risks to which the Acquired
Company  and its  properties  and assets are  exposed  in the  operation  of its
business in such  amounts and types of coverage as are  commercially  reasonable
and are consistent with practices in the industry in which the Acquired  Company
operates.  The  Acquired  Company  has not  received  notice of any  pending  or
threatened  cancellation  or premium  increase  (retroactive  or otherwise) with
respect to any aforementioned policies and the Acquired Company is in compliance
with all conditions contained therein. Exhibit 3.21 contains a true, correct and
                                       ------------
complete list of all pending  claims by the Acquired  Company (and all facts and
circumstances  known to the Acquired Company or the Shareholders  which may give
rise to any claim)  under such  insurance  for an amount in excess of $10,000 in
respect of any one claim.  There are no pending claims against such insurance by
the Acquired  Company as to which  insurers are defending  under  reservation of
rights or have denied liability,  and there exists no claim under such insurance
that has not been properly filed by the Acquired  Company.  The Acquired Company
has provided  Purchaser with a true,  correct and complete copy of all insurance
policies  presently  in  effect  with  respect  to the  properties,  assets  and
businesses  of the  Acquired  Company,  including  a statement  identifying  the
expiration date of each such policy.  Except as set forth in Exhibit 3.21, since
                                                             ------------
the date of the Interim Financial  Statements,  there has not been any change in
the Acquired Company's relationship with its insurers or in the premiums payable
pursuant to such policies.

     3.22 Related Party  Relationships.  Except as set forth in Exhibit 3.22, no
          ----------------------------                          ------------
shareholder  of the Acquired  Company,  no affiliate or member of the  immediate
family of any such  shareholder,  and no  officer or  director  or member of the
immediate family of such officer or director of the Acquired Company  possesses,
directly or indirectly, any beneficial interest in, or is a director, officer or
employee  of, or member  of the  immediate  family  of a  director,  officer  or
employee  of,  any  corporation,  partnership,  firm,  association  or  business
organization  that is a client,  supplier,  customer,  lessor,  lessee,  lender,
creditor,  borrower, debtor or contracting party with or of the Acquired Company
(except as a  stockholder  holding  less than a one percent  (1%)  interest in a
corporation  whose  shares  are  traded on a  national  or  regional  securities
exchange or in the over-the-counter market).

     3.23 Questionable  Payments.  Neither the Acquired  Company,  any director,
          ----------------------
officer,  agent,  employee, nor other Person associated with or acting on behalf
of such  entities  or  individuals  has,  directly or  indirectly:  (i) used any
corporate  funds for  unlawful  contributions,  gifts,  entertainment,  or other
unlawful payments to foreign or domestic governmental  officials or employees or
to foreign or domestic political parties or campaigns from corporate funds; (ii)
violated  any  provision of the Foreign  Corrupt  Practices  Act of 1977;  (iii)
established or maintained any unlawful or unrecorded fund of corporate monies or
other assets; (iv) made any false or fictitious entry on the books or records of
the Acquired Company;  (v) made any bribe,  rebate,  payoff,  influence payment,
kickback,  or other unlawful payment;  (vi) given any favor or gift which is not
deductible  for  federal  income  tax  purposes;  and/or  (vii)  made any bribe,
kickback,  or other payment of a similar or comparable nature, that is unlawful,
to any person or  entity,  private or  public,  regardless  of form,  whether in
money, property, or services, to obtain favorable treatment in securing business
or to obtain special concessions, or to pay for favorable treatment for business
secured or for special concessions already obtained.

                                       17
<PAGE>
     3.24 Bank Accounts; Power of Attorney.
          --------------------------------

          (a)  Exhibit  3.24 lists the names and address of every bank and other
               -------------
     financial  institution in which the Acquired  Company  maintains an account
     (whether checking, savings or otherwise), lock box or safe deposit box, and
     the account numbers and names of Persons having signing  authority or other
     access thereof.

          (b) Exhibit  3.24 also lists the powers of  attorney  of the  Acquired
              -------------
     Company and all Persons authorized to act with respect thereto.

          3.25  Exhibits.  All Exhibits  attached  hereto are true,  correct and
                --------
     complete.  Matters disclosed on each Exhibit shall be deemed disclosed only
     for  purposes of the matters to be  disclosed on such Exhibit and shall not
     be deemed to be disclosed for any other purpose unless  expressly  provided
     therein.

     3.26 Accuracy of  Warranties.  No  representation,  warranty,  or statement
          -----------------------
contained in this Agreement or in any certificate,  schedule,  list,  exhibit or
other  instrument  furnished or to be  furnished  to  Purchaser  pursuant to the
provisions  hereof contains or will contain any untrue statement of any material
fact.

IV.     INVESTMENT  REPRESENTATIONS  OF  EACH  SHAREHOLDER  AND RELATED MATTERS.
        -----------------------------------------------------------------------

     Each  Shareholder hereby represents, warrants and covenants to Purchaser as
follows:

     4.1 Investment Representations.
         --------------------------

          (a) Each  Shareholder  hereby confirms that the ABG Common Stock to be
     received by it will be acquired for investment for its own account,  not as
     a nominee  or  agent,  and not with a view to the sale or  distribution  or
     public  offering of any part thereof  within the meaning of the  Securities
     Act of 1933 or the  securities  or blue sky laws of any state,  and that it
     has no  present  intention  of  selling,  granting,  participating  in,  or
     otherwise  distributing  the  same.  By  executing  this  Agreement,   each
     Shareholder  further  represents  that  it  does  not  have  any  contract,
     undertaking, agreement, or arrangement with any Person to sell, transfer or
     grant participation to such Person, or to any third person, with respect to
     any of the ABG Common Stock.

          (b) Each  Shareholder is an  "accredited  investor," is experienced in
     evaluating  companies such as Purchaser,  is able to fend for itself in the
     transactions  contemplated  by  this  Agreement,  has  such  knowledge  and
     experience in financial and business matters as to be capable of evaluating
     the merits  and risks of its  investment,  and has the  ability to bear the
     economic  risks  of its  investment  and hold the ABG  Common  Stock  for a
     substantial  period of time. Each  Shareholder  has had access,  during the
     course of the negotiation of the transactions contemplated hereby and prior
     to its receipt of ABG Common Stock,  to all such  information  as it deemed
     necessary  or  appropriate  and that it has had,  during  the course of the
     negotiation  of the  transactions  contemplated  hereby  and  prior  to its
     receipt of ABG Common  Stock,  the  opportunity  to ask  questions  of, and
     receive answers from, Purchaser concerning the terms and conditions of this
     offering  and to obtain  additional  information  necessary  to verify  the
     accuracy of any information furnished to it or to which it had access.

                                       18
<PAGE>
     4.2  Evidence  of  Compliance  with  Private   Offering   Exception.   Each
          --------------------------------------------------------------
Shareholder  agrees to provide  such other  reasonable  evidence  as counsel for
Purchaser  may request in order to evidence the private  offering  nature of the
distribution of the ABG Common Stock received pursuant to this Agreement.

     4.3  Restrictions  on Disposition  of Shares.  The shares of the ABG Common
          ---------------------------------------
Stock to be issued  to the  Shareholders  in  connection  with the  transactions
contemplated  by  this  Agreement  will  not  have  been  registered  under  the
Securities  Act of 1933 or any  applicable  securities  or blue  sky laws of any
state,  and may be resold by a  Shareholder  only after  registration  under the
Securities  Act of 1933 and any  applicable  securities  or blue sky laws of any
state,  or under an available  exemption.  The  certificates  for the ABG Common
Stock shall bear an  appropriate  legend noting that the shares  represented  by
each  certificate  have not been registered  under the Securities Act of 1933 or
any applicable securities or blue sky laws of any state, and as such are subject
to restrictions  on resale.  Each  Shareholder  agrees that the ABG Common Stock
will not be  disposed  of  except  (i)  pursuant  to an  effective  registration
statement under the Securities Act of 1933 and any applicable securities or blue
sky laws of any state,  or (ii) in any other  transaction  which is exempt  from
registration  under the Securities  Act of 1933 or the rules and  regulations of
the SEC promulgated thereunder and any applicable securities or blue sky laws of
any state. Each Shareholder further agrees (i) that no such sale,  conveyance or
disposition  of the ABG Common  Stock shall occur for a period of twelve  months
after Closing, (ii) that no more than one-third of the ABG Common Stock shall be
sold during the period between the first anniversary and the second  anniversary
of Closing,  (iii) that no more than  one-third of the ABG Common Stock shall be
sold during the period between the second  anniversary and the third anniversary
of Closing,  and (iv) that no more than  one-third of the ABG Common Stock shall
be sold  during  the  period  between  the  third  anniversary  and  the  fourth
anniversary of Closing. In order to effectuate the covenants of this subsection,
an appropriate  legend will be placed upon each of the  certificates for the ABG
Common Stock, and stop transfer  instructions  shall be placed with the transfer
agent  for such  shares.  Such  legend  shall  be  removed  from the  respective
certificates as appropriate  upon reaching the respective  anniversary date that
terminates the restriction.

     4.4 Extension of Lease. The  Shareholders  agree that prior to and/or after
         ------------------
the Closing they shall,  on behalf of Purchaser,  negotiate with the landlord to
obtain a favorable  extension to the existing  real  property  lease on the real
property utilized by the Acquired Company, which extension is intended to ensure
that the real  property  lease has a minimum  of three  years  remaining  on the
original lease with renewal options which may extend the terms of such lease for
up to at least ten additional years.

V.     REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER.
       -----------------------------------------------

                                       19
<PAGE>
     Purchaser   represents  and  warrants  to  the  Acquired  Company  and  the
Shareholders as follows:

     5.1  Organization  and Standing.  Purchaser is a duly organized and validly
          --------------------------
existing corporation in good standing under the laws of the State of Delaware.

     5.2 Corporate Power and Authority.
         -----------------------------

          (a)  Purchaser  has the capacity and  authority to execute and deliver
     this  Agreement,  to perform  hereunder and to consummate the  transactions
     contemplated  hereby  without  the  necessity  of any act or consent of any
     other Person.

          (b) The  execution,  delivery  and  performance  by  Purchaser of this
     Agreement and each and every  agreement,  document and instrument  provided
     for  herein  have  been  duly  authorized  and  approved  by its  Board  of
     Directors.

          (c) This Agreement,  and each and every other agreement,  document and
     instrument  to  be  executed,  delivered  and  performed  by  Purchaser  in
     connection  herewith,  constitute  or will,  when  executed and  delivered,
     constitute  the  valid  and  legally  binding   obligations  of  Purchaser,
     enforceable against it in accordance with their respective terms.

     5.3 Agreement  Does Not Violate Other  Instruments.  Except as set forth on
         ----------------------------------------------
Exhibit 5.3, the execution  and delivery by Purchaser of this  Agreement and the
-----------
other agreements and instruments to be executed and delivered in connection with
the transactions contemplated hereby or thereby do not, and, the consummation of
the transactions  contemplated hereby will not, violate or conflict with (i) any
provisions  of the  Certificate  of  Incorporation,  as amended,  or Bylaws,  as
amended,  of Purchaser,  (ii) any Applicable Laws to which Purchaser is subject;
(iii) any judgment, ruling, order, writ, injunction or decree of any court or of
any Regulatory  Authority to which Purchaser is a party or bound or by which any
of its assets are  affected;  (iv) or  constitute an occurrence of default under
any provision of, or result in  acceleration  of any obligation  under,  or give
rise to a contractual right by any party to terminate its obligations under, any
mortgage,  deed of trust,  conveyance to secure debt,  note,  bond,  loan, lien,
lease, agreement, instrument, or other Contract to which Purchaser is a party or
is bound or by which any of its assets are affected.

     5.4  Required   Governmental   Consents.  No  consent,   approval,   order,
          ----------------------------------
certification,  permission  or  authorization  of,  notice to,  exemption by, or
registration, declaration, recording or filing with, any Regulatory Authority is
required to be obtained or made by or with  respect to  Purchaser or any assets,
properties  or  operations  of Purchaser in  connection  with the  execution and
delivery by Purchaser of this Agreement or the  consummation of the transactions
contemplated hereby.

                                       20
<PAGE>
     5.5 ABG Common  Stock.  The issuance and delivery by Purchaser of shares of
         -----------------
the ABG Common Stock in connection  with the  transactions  contemplated by this
Agreement  will be, as of the Closing  Date,  duly  authorized  by all necessary
corporate action on the part of Purchaser.  The shares of ABG Common Stock to be
issued pursuant to this  Agreement,  when issued in accordance with the terms of
this Agreement, will be validly issued, fully paid and nonassessable.

VI.     COVENANTS  AND  AGREEMENTS OF THE ACQUIRED COMPANY AND THE SHAREHOLDERS.
        -----------------------------------------------------------------------

     6.1 Acquired  Company  Actions.  The Acquired  Company and the Shareholders
         --------------------------
hereby  consent to the  transaction  contemplated  hereby and represent that the
Board of Directors of the Acquired  Company,  by unanimous vote of all directors
present  at a  meeting  duly  called  and  held,  has (a)  determined  that  the
transaction  contemplated  hereby is fair to the  shareholders  of the  Acquired
Company and is in the best interests of the shareholders of the Acquired Company
and (b) resolved to recommend approval of the transaction contemplated hereby to
the shareholders of the Acquired Company.

     6.2  Conduct  of  Business  -  Negative  Covenants.  From  the date of this
          ---------------------------------------------
Agreement until the earlier of the Closing Date or until the termination of this
Agreement, the Acquired Company and the Shareholders covenant and agree that the
Acquired Company shall,  and the  Shareholders  shall cause the Acquired Company
to, carry on its  business in the ordinary  course and maintain and preserve its
organization,  goodwill  and  properties  and not take any  action  inconsistent
therewith or with the  consummation  of the  transactions  contemplated  by this
Agreement.  In  this  connection,   the  Acquired  Company  will  not,  and  the
Shareholders  shall cause the Acquired  Company not to, do or agree or commit to
do, any of the following without the prior written consent of Purchaser:

          (a) amend its articles of incorporation or bylaws;

          (b) repurchase,  redeem, or otherwise acquire or exchange, directly or
     indirectly,  any shares of its capital stock or any securities  convertible
     into any shares of its capital stock;

          (c) declare or pay any dividend whether in cash, stock or otherwise or
     make or agree to make any other distribution to its shareholders other than
     any ordinary  distributions  made to the  Shareholders  due to the Acquired
     Corporation's status as an S corporation;

          (d) organize any subsidiary, acquire any capital stock or other equity
     securities of any corporation,  or acquire any equity or ownership interest
     in any business;

          (e) mortgage,  pledge, or otherwise  encumber or dispose of any of its
     assets other than in the ordinary course of business;

          (f) incur any additional indebtedness except in the ordinary course of
     business;

                                       21
<PAGE>
          (g) grant any general  increase in  compensation to its employees as a
     class or to its officers,  except in accordance with past practice; pay any
     bonus;  grant any increase in fees or other  increases in  compensation  or
     other benefits to any of its directors;  or effect any change in retirement
     benefits for any class of its employees or officers;

          (h)  amend any  existing  employment  Contract  between  the  Acquired
     Company and any individual to increase the compensation or benefits payable
     thereunder or enter into any new employment Contract with any Person;

          (i) adopt any new  employee  benefit  plan or make any change in or to
     any existing Benefit Plans;

          (j) (i) utilize accounting principles different from those used in the
     preparation of the 1996 and 1997 Financial  Statements,  (ii) change in any
     manner its method of maintaining its books of account and records from such
     methods as in effect on December 31, 1997, or (iii)  accelerate  booking of
     revenues or the  deferral of  expenses,  other than as shall be  consistent
     with past practice and in the ordinary course of business;

          (k)  suffer,  permit  or  incur  any of  the  transactions  or  events
     described  in Section 3.12  hereof,  or, other than as shall be  consistent
     with past practice and in the ordinary  course of business,  enter into any
     contract,  commitment,  arrangement or transaction of the type described in
     Section 3.16 hereof;

          (l) engage in any  transaction or event which could  adversely  effect
     the value of the Acquired Company's business;

          (m) grant or agree to grant any stock  option,  warrant or other right
     to purchase  any  security of the  Acquired  Company or issue any  security
     convertible into such securities;

          (n) make any contribution to or distribution from any employee benefit
     plan,  pension plan,  stock bonus plan,  401(k) plan or profit sharing plan
     (except  for the  payment  of any  health,  disability  and life  insurance
     premiums which may become due and except for contributions or distributions
     required  to be made (and not  discretionary)  pursuant to the terms of any
     Benefit Plans); or

          (o) make any change in its  banking or safe  deposit  arrangements  or
     grant any powers of attorney.

     6.3 Conduct of Business -- Affirmative Covenants.  Unless the prior written
         --------------------------------------------
consent  of  Purchaser   shall  have  been  obtained  and  except  as  otherwise
contemplated herein, the Acquired Company will, and the Shareholders shall cause
the Acquired Company to: (a) operate its business only in the usual, regular and
ordinary  course;  (b) use its best  efforts to  preserve  intact  its  business
organization  and assets and  maintain  its rights and  franchises;  (c) keep in
force at no less than their  present  limits all existing  bonds and policies of
insurance or comparable  replacements  thereof insuring the Acquired Company and
its  properties;  (d)  promptly  advise  Purchaser in writing of (i) any matters
arising or discovered  after the date of this  Agreement  which,  if existing or
known at the date hereof, would be required to be set forth or described in this
Agreement,  or, (ii) the  institution or the threat of any litigation  involving
the Acquired  Company;  (e) take no action which would (i) adversely  affect the
ability of it to obtain any  necessary  approvals  of any  Regulatory  Authority
required for the transactions  contemplated hereby, or (ii) adversely affect the
ability of the Acquired  Company to perform its covenants and  agreements  under
this Agreement; and (f) comply with all Applicable Laws.

                                       22
<PAGE>
     6.4 Adverse Changes in Condition. The Acquired Company and the Shareholders
         ----------------------------
shall give written notice promptly to Purchaser  concerning any material adverse
change in the business, properties, rights, operations or financial condition of
the Acquired Company from the date of this Agreement until the Closing Date. The
Acquired Company and the Shareholders shall use their best efforts to prevent or
promptly remedy the same.

     6.5 Resignation. The Acquired Company and the Shareholders shall deliver at
         -----------
the  Closing  the  resignation  of each of the  directors  and  officers  of the
Acquired  Company and each  trustee  under any Benefit  Plan  maintained  by the
Acquired  Company,  such  resignations to be effective  immediately prior to the
Closing Date.

     6.6 Examination of Property and Records;  Additional  Information.  Between
         -------------------------------------------------------------
the date of this  Agreement and the Closing Date,  the Acquired  Company and the
Shareholders will allow Purchaser,  its counsel and other  representatives  full
access  to  all  the  books,  records,  files,  documents,  assets,  properties,
contracts and agreements of the Acquired Company which may be requested, and the
Acquired Company and the Shareholders shall furnish Purchaser,  its officers and
representatives  during such period with all information  concerning the affairs
of the Acquired  Company  which may be requested.  The Acquired  Company and the
Shareholders  shall also make available to Purchaser the  opportunity to discuss
the affairs of the  Acquired  Company with the  Acquired  Company's  management,
employees,  financial  personnel,   independent  public  accountants  and  legal
counsel.  Each  Shareholder  shall  cooperate in all  reasonable  respects  with
Purchaser's examinations and investigations.

     6.7 Agreement as to Efforts to Consummate;  Consents and Approvals. Subject
         --------------------------------------------------------------
to the terms and  conditions  of this  Agreement,  the Acquired  Company and the
Shareholders shall use all reasonable efforts to take, or cause to be taken, all
actions,  and to do,  or cause to be done,  all  things  necessary,  proper,  or
advisable under  Applicable  Laws to consummate and make  effective,  as soon as
practicable after the date of this Agreement,  the transactions  contemplated by
this Agreement. Unless specifically waived by Purchaser in writing, the Acquired
Company and the  Shareholders  shall obtain the waiver,  consent and approval of
all  Persons  whose  waiver,  consent or  approval  (a) is  required in order to
consummate the transactions contemplated by this Agreement or (b) is required by
any  Contract or  Applicable  Laws and (i) which  would  prohibit or require the
waiver,  consent or  approval of any Person to such  transactions  or (ii) under
which,  without  such  waiver,  consent or  approval,  such  transactions  would
constitute an occurrence of default under the provisions thereof,  result in the
acceleration  of any obligation  thereunder or give rise to a right of any party
thereto to terminate its obligations thereunder.  Notwithstanding the foregoing,
to the extent that such a waiver, consent or approval cannot be obtained without
substantial  expense or difficulty,  the Acquired  Company and the  Shareholders
shall confer with Purchaser before proceeding to obtain such waiver,  consent or
approval  and  Purchaser,  in its sole  discretion,  may  waive in  writing  the
requirement of obtaining such waiver, consent or approval.

                                       23
<PAGE>
     6.8 Contact with Third Parties.  The Acquired  Company and the Shareholders
         --------------------------
recognize  that Purchaser and its  authorized  representatives  may have need to
contact customers, employees, accountants, governmental bodies and other Persons
having a present  business or other  relationship  with the Acquired  Company in
connection with the investigation of the Acquired Company.  The Acquired Company
and the Shareholders  consent to such contact and waive any rights they may have
to inhibit or prevent  such  contact to the extent such  contact  relates to the
investigation of the Acquired Company.

     6.9  Supplying  of  Financial  Statements.  The  Acquired  Company  and the
          ------------------------------------
Shareholders  shall  deliver to Purchaser  all  regularly  prepared  audited and
unaudited  financial  statements of the Acquired Company prepared after the date
of this Agreement,  in format historically  published or utilized internally (as
applicable), as soon as each is available.

     6.10 No  Solicitation.  Neither the  Shareholders  nor the Acquired Company
          ----------------
will  conduct any  negotiations  with  anyone  other than  Purchaser  (except if
Purchaser  notifies  the  Acquired  Company  in  writing  that  it is no  longer
interested in pursuing the  transaction  contemplated  by this  Agreement)  with
respect to the merger,  consolidation  or purchase of the Acquired Company (or a
significant  portion of the Acquired  Company's  assets),  nor will the Acquired
Company or any of the  Shareholders  provide  anyone  potentially  interested in
conducting  such  negotiations  with any  information  concerning  the  Acquired
Company.

VII.     ADDITIONAL  AGREEMENTS
         ----------------------

     7.1 Cooperation. Subject to the terms and conditions of this Agreement, the
         -----------
parties hereto shall use all  reasonable  efforts to take, or cause to be taken,
all actions,  and to do, or cause to be done, all things  necessary,  proper, or
advisable under  Applicable  Laws,  including all relevant  securities  laws, to
consummate and make  effective,  as soon as  practicable  after the date of this
Agreement,  the transactions  contemplated by this Agreement. The parties hereto
shall use their best efforts to obtain consents of any Regulatory  Authority and
other third  parties or  governmental  bodies  necessary  or  desirable  for the
consummation of the  transactions  contemplated  by this  Agreement.  Each party
hereto shall cooperate with the others, and execute and deliver,  or cause to be
executed and delivered,  all such additional instruments,  including instruments
of  conveyance,  assignment  and transfer and take all such other actions as may
reasonably be requested  from time to time in order to effectuate the provisions
and purposes of this Agreement or to ensure that each party hereto  receives the
full benefit of the  transactions  contemplated  by this  Agreement.  Each party
hereto shall endeavor in good faith and cooperate one with the other to complete
the Exhibits called for by this Agreement.

     7.2 Non-Disclosure.  Prior to the Closing,  all general notices,  releases,
         --------------
statements  and  communications  to  employees,   suppliers,   distributors  and
customers  of the  Acquired  Company  and to the  general  public  and the press
relating to the  transactions  contemplated by this Agreement shall be made only
at such times and in such  manner as may be  mutually  agreed upon in writing by
Purchaser,  the Acquired Company and the Shareholders;  provided,  however, that
any  party  shall be  entitled  to make a public  announcement  of the  proposed
transaction at any time if, in the written  opinion of its legal  counsel,  such
announcement is required to comply with any Applicable Laws.

                                       24
<PAGE>
     7.3 Brokers and Finders.  Purchaser represents and warrants to the Acquired
         -------------------
Company and the  Shareholders,  and the Acquired  Company and the  Shareholders,
jointly and  severally,  represent and warrant to  Purchaser,  that no broker or
finder  has acted for it or them or any  entity  controlling,  controlled  by or
under  common  control  with it or  them  in  connection  with  this  Agreement.
Purchaser  agrees to indemnify  and hold  harmless the Acquired  Company and the
Shareholders  against any fee,  loss or expense  arising out of any claim by any
broker or finder  employed  or  alleged  to have been  employed  by it,  and the
Acquired Company and the Shareholders, jointly and severally, agree to indemnify
and hold harmless Purchaser against any fee, loss, or expense arising out of any
claim by any broker or finder employed or alleged to have been employed by them.
This indemnification  shall be separate and apart from any other indemnification
provided in this Agreement and is not subject to, and is not to be included,  in
any limits on indemnification contained elsewhere in this Agreement.

     7.4 Confidentiality.
         ---------------

          (a) Each party to this  Agreement  acknowledges  that from the date of
     this  Agreement  until  Closing  such party may  receive  confidential  and
     proprietary  information  from one or more other parties to this Agreement.
     Such information, whether written or oral, includes, but is not limited to,
     financial,   technical,   permitting,   operating,   marketing   and  other
     information,  as well as information  pertaining to geographical  areas and
     fields of business  interests,  identities and information about employees,
     consultants,  vendors,  suppliers,  customers, and other business contacts,
     methods  of doing  business  and other  trade  secrets  (the  "Confidential
     Information").  The Acquired Company and the Shareholders agree to keep all
     such  Confidential  Information  of  Purchaser  secret and to maintain  the
     confidentiality  of such  information  indefinitely and Purchaser agrees to
     keep all such  Confidential  Information  of the  Acquired  Company and the
     Shareholders secret and to maintain the confidentiality of such information
     until the Closing, or in the event the Closing does not occur indefinitely;
     provided,   however,   that  the  following  shall  be  deemed  not  to  be
     Confidential Information: (1) information lawfully obtained by a party from
     a third  party  who is not  under an  obligation  of  confidentiality  with
     respect to such information; (2) information which is in the public domain;
     (3) information which a party can prove was independently developed by such
     party without the use of information  which would otherwise be Confidential
     Information;  and (4) information which the party is ordered to disclose by
     any court or governmental  agency  (provided that the party gives the other
     parties  hereto  written  notice  of any such  judicial  or  administrative
     proceeding as soon as practical after the party learns of such proceeding).

          (b) The Confidential  Information shall be used solely for the purpose
     of evaluating the possible transactions  contemplated by this Agreement and
     shall not be used in any way  directly  or  indirectly  detrimental  to any
     party hereto. Such Confidential Information may be disclosed to advisers of
     the parties  hereto as  necessary  for the sole purpose of  evaluating  the
     proposed transactions  contemplated by this Agreement.  All persons to whom
     such  Confidential  Information  is  disclosed  shall  be  informed  of the
     confidential  nature of such  information  and shall  likewise  agree to be
     bound by the terms of this  confidentiality  provision.  Each party  hereto
     agrees and  recognizes  that such party will be liable to the other parties
     hereto for any breach of this  confidentiality  provision  by such party or
     any of its representatives.

                                       25
<PAGE>
          (c) Upon written request of any party hereto,  or upon the termination
     of this  Agreement,  each party hereto shall  promptly  return to the other
     parties  any  Confidential  Information  obtained  and  shall  destroy  all
     originals  and  copies  of  any  notes,  analyses,  compilations,  studies,
     interpretations  or other materials  prepared  containing or reflecting any
     Confidential Information.

VIII.     CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  PURCHASER.
          -----------------------------------------------------

     All  of  the  obligations  of  Purchaser  to  consummate  the  transaction
contemplated  by  this  Agreement  shall  be  contingent upon and subject to the
satisfaction,  on  or before the Closing, of each and every one of the following
conditions.  The  following conditions are for the sole benefit of Purchaser and
may  be asserted by Purchaser regardless of the circumstances giving rise to any
such  condition and may be waived by Purchaser, in whole or in part, at any time
and  from  time  to  time,  in the sole discretion of Purchaser.  The failure by
Purchaser  at  any  time  including  prior  to  Closing  to  exercise any of the
foregoing  rights  will not be deemed a waiver of any other right and each right
will  be deemed an ongoing right which may be asserted at any time and from time
to  time.

     8.1   Representations   and   Warranties   of  Acquired   Company  and  the
           ---------------------------------------------------------------------
Shareholders. The representations and warranties of the Acquired Company and the
Shareholders  set  forth in this  Agreement  shall be true  and  correct  in all
respects as of the date of this  Agreement  and as of the Closing  Date with the
same force and effect as though all such representations and warranties had been
made on and as of the  Closing  Date,  except for any such  representations  and
warranties  confined to a specified date, which shall be true and correct in all
respects as of such date.

     8.2  Performance  of Agreements  and Covenants of Acquired  Company and the
          ----------------------------------------------------------------------
Shareholders.  Each and all of the  covenants  and  agreements  of the  Acquired
------------
Company and the  Shareholders to be performed and complied with pursuant to this
Agreement and the other agreements contemplated hereby prior to the Closing Date
shall have been duly  performed and complied  with in all  respects;  and a duly
authorized  officer of the Acquired Company and each of the  Shareholders  shall
deliver a certificate dated as of the Closing Date certifying to the fulfillment
of this condition and the condition set forth under Section 8.1 above.

     8.3 Corporate  Authorization.  All corporate action, including the approval
         ------------------------
of  Purchaser's  Board of  Directors,  necessary  to  authorize  the  execution,
delivery  and  performance  of  this  Agreement,  and  the  consummation  of the
transactions  contemplated  hereby,  shall have been duly and  validly  taken by
Purchaser and the Acquired Company.

     8.4 Material  Adverse  Change.  There shall have been no  determination  by
         -------------------------
Purchaser  that  the  consummation  of  the  transaction  contemplated  by  this
Agreement  is not in the best  interests of  Purchaser  or its  shareholders  by
reason of an actual  or  threatened  material  adverse  change in the  business,
properties, rights, operations, or financial condition of the Acquired Company.

     8.5 Outstanding Stock of the Acquired Company. There shall not be more than
         -----------------------------------------
10,000 shares of Common Stock of the Acquired Company outstanding at the Closing
Date.

                                       26
<PAGE>
     8.6 Actions of Governmental  Authorities;  Banking Moratorium.  There shall
         -------------------------------------  ------------------
not have been instituted or pending any action, proceeding,  application,  claim
or counterclaim by any Regulatory Authority, and neither Purchaser, the Acquired
Company nor any  Shareholder  shall have been  notified  by any such  Regulatory
Authority (or a representative thereof) of its present intention to commence, or
recommend the commencement of, such an action or proceeding, which (a) restrains
or  prohibits  or  seeks  to  restrain  or  prohibit  the  consummation  of  the
transaction contemplated by this Agreement or restrains or prohibits or seeks to
restrain or prohibit the  performance  of this  Agreement,  or (b)  prohibits or
limits or seeks to prohibit or limit the  ownership or operation by Purchaser of
all or any substantial portion of the business or assets of the Acquired Company
or of  Purchaser  or any of its  subsidiaries  or  compels  or seeks  to  compel
Purchaser to dispose of or to hold  separate all or any  substantial  portion of
the  business or assets of the  Acquired  Company or of  Purchaser or any of its
subsidiaries,  or  imposes  or seeks to impose any  material  limitation  on the
ability of Purchaser to conduct such business or to own such assets. There shall
not be in effect a  declaration  of a banking  moratorium  or any  suspension of
payments in respect of banks in the United States (whether or not mandatory).

     8.7 Other  Legal  Actions.  There  shall not have been any  statute,  rule,
         ---------------------
regulation,  order or  injunction  enacted,  promulgated,  entered,  enforced or
deemed  applicable to this Agreement or the  transactions  contemplated  by this
Agreement  by any  Regulatory  Authority or court,  domestic or foreign,  and no
claim  or  action  for such  shall  have  been  instituted  before  a court,  or
Regulatory Authority, and such shall not have been proposed before a legislative
body or Regulatory  Authority that could be reasonably expected to result in any
of the consequences referred to in clauses (a) or (b) of Section 8.6 above.

     8.8 Legal  Approvals.  The execution and the delivery of this Agreement and
         ----------------
the  consummation  of the  transactions  contemplated  hereby  shall  have  been
approved by any  Regulatory  Authority  whose approval is required by Applicable
Laws.

     8.9 Due  Diligence.  Purchaser  shall have  completed its due diligence and
         --------------
shall be satisfied with the results thereof in its sole discretion.

     8.10  Covenants Not to Compete.  Those  Persons  identified on Exhibit 8.10
           ------------------------                                 ------------
shall have entered into Covenants Not To Compete  substantially  in the form set
forth as Exhibit 8.10 hereto.
         ------------

     8.11 Employment Agreements.  Those Persons identified on Exhibit 8.11 shall
          ---------------------                               ------------
have entered into employment  agreements  substantially in the form set forth as
Exhibit 8.11 hereto.
------------

     8.12 Required  Deliveries.  The Acquired Company and the Shareholders shall
          --------------------
have delivered, or caused to be delivered, to Purchaser the following:

          (a)  Resignations of each director and officer of the Acquired Company
     and  resignations  of each  trustee of each  Benefit  Plan as  required  by
     Section 6.5;

                                       27
<PAGE>
          (b) All share  certificates  for Common Stock of the Acquired  Company
     duly endorsed in blank for transfer  (with  signatures  guaranteed and with
     all necessary transfer taxes paid or other revenue stamps affixed thereto);

          (c) A certificate  of compliance or a certificate  of good standing of
     the Acquired  Company,  as of the most recent  practicable  date,  from the
     appropriate governmental authority of the jurisdiction of its incorporation
     and any other  jurisdiction which is set forth in Exhibit 3.1 hereto; and a
                                                       -----------
     certificate of tax compliance as of the most recent  practicable date, from
     the  appropriate   governmental   authority  of  the  jurisdiction  of  its
     incorporation;

          (d) Certified  copies of  resolutions of the Board of Directors of the
     Acquired Company approving the transactions set forth in this Agreement;

          (e)  Certificate  of  incumbency  for  the  officers  of the  Acquired
     Company;

          (f)  Satisfactory  evidence  of the  approvals,  consents  and waivers
     described in Sections 3.10 and 3.11;

          (g) All other  documents and  information  required to be delivered at
     the Closing by the Acquired Company or the Shareholders hereunder; and

          (h) Such  other  evidence  of the  performance  of all  covenants  and
     satisfaction  of all  conditions  required of the Acquired  Company and the
     Shareholders by this Agreement, at or prior to the Closing, as Purchaser or
     its counsel may reasonably require.

     8.13     Indemnification  Agreement.  The  Shareholders  shall have entered
              --------------------------
into an Indemnification Agreement substantially in the form set forth as Exhibit
                                                                         -------
8.13  hereto.
----

IX.     CONDITIONS  PRECEDENT TO THE OBLIGATIONS OF THE ACQUIRED COMPANY AND THE
        ------------------------------------------------------------------------
SHAREHOLDERS.
------------

     All  of  the  obligations  of  the Acquired Company and the Shareholders to
consummate  the  transaction  contemplated  by the Agreement shall be contingent
upon  and  subject  to  the  satisfaction, on or before the Closing, of each and
every  one  of  the  following conditions.  The following conditions are for the
sole benefit of the Acquired Company and the Shareholders and may be asserted by
the  Acquired Company or the Shareholders regardless of the circumstances giving
rise  to  any  such  condition  and may be waived by the Acquired Company or the
Shareholders,  in  whole  or  in part, at any time and from time to time, in the
sole  discretion  of  the  Acquired  Company or the Shareholders for purposes of
consummating  the transactions contemplated herein.  The failure by the Acquired
Company  or the Shareholders at any time to exercise any of the foregoing rights
will  not be deemed a waiver of any other right and each right will be deemed an
ongoing  right  which  may  be  asserted  at  any  time  and  from time to time.

                                       28
<PAGE>
     9.1 Representations  and Warranties.  The representations and warranties of
         -------------------------------
Purchaser set forth in this Agreement  shall be true and correct in all respects
as of the date of this  Agreement and as of the Closing Date with the same force
and effect as though all such  representations  and  warranties had been made on
and as of the Closing Date, except for any such  representations  and warranties
confined to a specified date, which shall be true and correct in all respects as
of such date.

     9.2 Performance of Agreements and Covenants.  Each and all of the covenants
         ---------------------------------------
and  agreements  of Purchaser to be performed and complied with pursuant to this
Agreement,  and the other  agreements  contemplated  hereby prior to the Closing
Date shall have been duly  performed and complied  with in all  respects;  and a
duly authorized officer of Purchaser shall deliver a certificate dated as of the
Closing Date  certifying to the  fulfillment of this condition and the condition
set forth under Section 9.1 above.

     9.3 Corporate  Authorization.  All corporate  action necessary to authorize
         ------------------------
the execution,  delivery and performance of this Agreement, and the consummation
of the transactions  contemplated hereby, shall have been duly and validly taken
by Purchaser.

     9.4  Actions  of  Governmental  Authorities.  There  shall  not  have  been
          --------------------------------------
instituted or pending any action, proceeding, application, claim or counterclaim
by any Regulatory Authority, and neither Purchaser, the Acquired Company nor any
Shareholder  shall have been  notified by any such  Regulatory  Authority  (or a
representative  thereof) of its present intention to commence,  or recommend the
commencement  of, such an action or proceeding,  which restrains or prohibits or
seeks to restrain or prohibit the  consummation of the transaction  contemplated
hereby  or  restrains  or  prohibits  or  seeks  to  restrain  or  prohibit  the
performance of this Agreement.

     9.5 Other  Legal  Actions.  There shall not have been any  Applicable  Laws
         ---------------------
enacted, promulgated,  entered, enforced or deemed applicable to the transaction
contemplated hereby or this Agreement by any Regulatory  Authority or court, and
no claim or  action  for  such  shall  have  been  instituted  before a court or
Regulatory Authority, and such shall not have been proposed before a legislative
body or Regulatory  Authority that could be reasonably expected to result in any
of the consequences referred to in Section 9.4 above.

     9.6 Legal  Approvals.  The execution and the delivery of this Agreement and
         ----------------
the  consummation  of the  transactions  contemplated  hereby  shall  have  been
approved by any  Regulatory  Authority  whose approval is required by Applicable
Laws.

9.7     Required Deliveries.  Purchaser shall have delivered to the Shareholders
        -------------------
the  following:

          (a) the  consideration  for the purchase of all of the Common Stock of
     the Acquired Company as specified in Section 2.2;

          (b) Satisfactory evidence of the approvals described in Section 5.4;

          (c)  Certified  copy of  resolutions  of the  Board  of  Directors  of
     Purchaser approving the transaction contemplated by this Agreement;

                                       29
<PAGE>
          (d)  Certificate  of  incumbency  of the officers of Purchaser who are
     executing this Agreement and the other documents contemplated hereunder;

          (e) All other  documents and  information  required to be delivered at
     the Closing by Purchaser; and

          (f) Such other  evidence of the  performance  of all the covenants and
     satisfaction  of  all of the  conditions  required  of  Purchaser  by  this
     Agreement at or before the Closing as the Shareholders or their counsel may
     reasonably require.

X.     CLOSING
       -------

10.1     Time  and  Place of Closing.  The Closing will take place at 10:00 a.m.
         ---------------------------
on  October  30,  1998, or at such other time as the parties hereto may mutually
agree  (the  "Closing  Date").  The  Closing  shall take place at the offices of
Purchaser  or  at  such  other  place  as the parties hereto may mutually agree.

XI.     SURVIVAL (OR NON-SURVIVAL) OF REPRESENTATIONS, WARRANTIES AND COVENANTS;
        ------------------------------------------------------------------------
INDEMNIFICATION.
---------------

     11.1  Non-Survival  of  Representations,  Warranties  and  Covenants of the
           ---------------------------------------------------------------------
Acquired Company. All  representations,  warranties,  agreements,  covenants and
----------------
obligations  made or undertaken by the Acquired  Company in this Agreement or in
any document or  instrument  executed and  delivered  pursuant  hereto shall not
survive the Closing and, following the Closing,  the Acquired Company shall have
no liability  whatsoever with respect to any such  representations,  warranties,
agreements,  covenants or obligations.  Prior to Closing,  the Acquired  Company
agrees to indemnify and hold Purchaser  harmless from and against all liability,
loss,  damages  or  injury  and all  reasonable  costs and  expenses  (including
reasonable  counsel  fees and costs of any suit  related  thereto)  suffered  or
incurred by  Purchaser  arising from breach of any  representation,  warranty or
covenant of the Acquired Company  contained in this Agreement or any certificate
or  other  instrument  furnished  or to be  furnished  by the  Acquired  Company
hereunder,  or any claim by a third party (regardless of whether the claimant is
ultimately  successful)  which  if true  would  be such a  misrepresentation  or
breach.

     11.2  Survival  of   Representations,   Warranties  and  Covenants  of  the
           -------------------------------------------------------------------
           Shareholders; Indemnification by the Shareholders.
           -------------------------------------------------

          (a)  All  representations,   warranties,   agreements,  covenants  and
     obligations  made or undertaken by the Shareholders in this Agreement or in
     any document or  instrument  executed  and  delivered  pursuant  hereto are
     material,  have been relied upon by  Purchaser,  shall  survive the Closing
     hereunder,  and shall not merge in the performance of any obligation by any
     party hereto.

                                       30
<PAGE>
          (b) The  Shareholders,  jointly and severally,  agree to indemnify and
     hold Purchaser  harmless from and against all liability,  loss,  damages or
     injury and all reasonable costs and expenses (including  reasonable counsel
     fees  and  costs of any suit  related  thereto)  suffered  or  incurred  by
     Purchaser  arising  from  (i)  breach  of  any  representation,   warranty,
     agreement,  covenant or obligation  of, any  Shareholder  contained in this
     Agreement  or  any  certificate  or  other  instrument  furnished  or to be
     furnished  by any  Shareholder  hereunder,  or any  claim by a third  party
     (regardless of whether the claimant is ultimately successful) which if true
     would  be such a  breach;  (ii)  any  suit,  action,  proceeding,  claim or
     investigation  pending or  threatened  against or  affecting  the  Acquired
     Company that arises from any matter or state of facts  existing at or prior
     to  Closing,  regardless  of  whether it is  disclosed;  or (iii) any claim
     against or liability of the Acquired  Company,  which  accrued prior to the
     Closing,  to the extent  not  accrued or  reserved  against in the  Interim
     Financial  Statements.   In  connection  with  this  indemnification,   the
     Shareholders  agree  that they will not seek,  and they will not have,  any
     right of  reimbursement,  indemnity,  contribution or similar right against
     the Acquired Company.

          (c) Any examination,  inspection or audit of the properties, financial
     condition  or  other  matters  of the  Acquired  Company  and its  business
     conducted  by  Purchaser  through the  Closing  Date shall in no way limit,
     affect or impair the ability of Purchaser to rely upon the representations,
     warranties, covenants and obligations set forth herein.

     11.3 Survival of  Representations,  Warranties  and Covenants of Purchaser;
          ----------------------------------------------------------------------
          Indemnification by Purchaser.
          ----------------------------

          (a)  All  representations,   warranties,   agreements,  covenants  and
     obligations  made or  undertaken  by Purchaser in this  Agreement or in any
     document or instrument executed and delivered pursuant hereto are material,
     have been relied upon by the  Acquired  Company  and the  Shareholders  and
     shall survive the Closing  hereunder and shall not merge in the performance
     of any obligation by any party hereto.

          (b) Purchaser  agrees to indemnify  and hold the Acquired  Company and
     the Shareholders  harmless from and against all liability,  loss, damage or
     injury and all reasonable costs and expenses (including  reasonable counsel
     fees and costs of any suit  related  thereto)  suffered  or incurred by the
     Acquired   Company  or  the   Shareholders   arising  from  breach  of  any
     representation,  warranty,  agreement,  covenant or obligation of Purchaser
     contained  in  this  Agreement  or  any  certificate  or  other  instrument
     furnished  or to be furnished  by  Purchaser  hereunder,  or any claim by a
     third party  (regardless of whether the claimant is ultimately  successful)
     which if true would be such a breach.

     11.4     Limitations of Liability.  The maximum amount that any party shall
              ------------------------
be  obligated  to  pay  hereunder  in  connection  with  one  or more claims for
indemnification under this Agreement shall not exceed in the aggregate the total
amount  of  the  purchase  price  as  calculated  under  Section  2.2  hereof.

XII.     TERMINATION.
         -----------

     12.1 Method of  Termination.  This  Agreement  constitutes  the binding and
          ----------------------
irrevocable agreement of the parties to consummate the transactions contemplated
hereby,  the consideration for which is (a) the covenants set forth herein,  and
(b)  expenditures and obligations  incurred and to be incurred by Purchaser,  on
the one hand,  and by the Acquired  Company and the  Shareholders,  on the other
hand,  in respect of this  Agreement,  and this  Agreement  may be terminated or
abandoned only as set forth in Section 12.2.

                                       31
<PAGE>
     12.2 Termination. This Agreement may be terminated at any time prior to the
          -----------
Closing Date:

          (a) by mutual written consent of the Acquired Company,  and Purchaser,
     properly authorized by their respective Boards of Directors;

          (b) by Purchaser if, as set forth in Section 2.3,  Purchaser shall for
     any  reason  decide,   in  its  sole  discretion,   that  the  transactions
     contemplated by this Agreement are not suitable or in its best interest and
     shall  provide  written  notice  to the  Shareholders  of its  decision  to
     terminate  this  Agreement at any time prior to 5:00 p.m.  (EDT) on October
     16, 1998;

          (c) by Purchaser or the Acquired  Company,  upon written notice to the
     other,  (i) if the Closing Date shall not have occurred  within  forty-five
     (45) days  from the date of this  Agreement,  unless  the  failure  of such
     occurrence  shall be due to the failure of the party  seeking to  terminate
     this  Agreement to perform or observe its  agreements  and  conditions  set
     forth  herein  required  to be  performed  or  observed by such party at or
     before  the  Closing  Date;  (ii) 90 days  after  the  date  on  which  any
     application for regulatory approval prerequisite to the consummation of the
     transactions  contemplated  hereby shall have been denied,  or withdrawn at
     the  request or  recommendation  of the  applicable  Regulatory  Authority,
     unless  within such 90-day  period a petition  for  rehearing or an amended
     application has been filed with such applicable  Regulatory  Authority or a
     party hereto notifies the other party of its intent to file such a petition
     or  application  within  such  90-day  period  in which  event the right to
     terminate  this  Agreement  shall  be  reinstated  60  days  following  the
     completion or abandonment of all administrative, or judicial proceedings to
     which  any of the  parties  hereto is  entitled;  provided,  however,  that
     nothing  in this  subparagraph  (ii) shall be  construed  as  limiting  any
     parties'  right  to  terminate  this  Agreement  in  accordance   with  the
     provisions of subparagraph  (i) of this paragraph if the Closing Date shall
     not  have  occurred  within  forty-five  (45)  days  from  the date of this
     Agreement unless the failure of such occurrence shall be due to the failure
     of the party seeking to terminate  this Agreement to perform or observe its
     agreements  and  conditions  set forth  herein  required to be performed or
     observed by such party at or before the Closing Date;

          (d) by  Purchaser,  upon written  notice to the Acquired  Company,  if
     there shall have been any breach of any covenant, representation,  warranty
     or other obligation of the Acquired Company hereunder and such breach shall
     not have been remedied within 30 days after receipt by the Acquired Company
     of notice in writing from  Purchaser,  specifying the nature of such breach
     and requesting that it be remedied;

          (e) by the Acquired  Company,  upon written  notice to  Purchaser,  if
     there shall have been any breach of any covenant, representation,  warranty
     or other  obligation of Purchaser  hereunder and such breach shall not have
     been  remedied  within 30 days  after  receipt  by  Purchaser  of notice in
     writing from the Acquired Company  specifying the nature of such breach and
     requesting that it be remedied; or

                                       32
<PAGE>
          (f) by  Purchaser,  upon written  notice to the Acquired  Company,  if
     there shall have  occurred any  material  adverse  change in the  business,
     properties,  rights,  operations,  or  financial  condition of the Acquired
     Company  and such  material  adverse  change  shall not have been  remedied
     within 30 days after  receipt by the Acquired  Company of notice in writing
     from Purchaser  specifying  the nature of such material  adverse change and
     requesting that it be remedied.

     12.3 Effect of Termination. In the event of a termination of this Agreement
          ---------------------
pursuant to Section  12.2(a) or (b)  hereof,  each party shall pay the costs and
expenses incurred by it in connection with this Agreement,  and no party (or any
of its officers, directors,  employees, agents, representatives or shareholders)
shall be liable to any other  party for any costs,  expenses,  damage or loss of
anticipated  profits  hereunder.  In the  event of any  other  termination,  the
parties  shall retain any and all rights  attendant to a breach of any covenant,
representation or warranty made hereunder.

XIII.     GENERAL  PROVISIONS.
          -------------------

     13.1  Notices.  All  notices,  requests,  demands and other  communications
           -------
hereunder  shall be in  writing  and  shall be  delivered  by hand or  mailed by
certified mail, return receipt requested,  first class postage prepaid,  or sent
by Federal  Express or  similarly  recognized  overnight  delivery  service with
receipt acknowledged addressed as follows:

          (a) If to the Acquired Company:

              Strike  It  Rich  Bingo,  Inc.
              3207-19th  Street
              Lubbock,  TX  79410
              Attn:  Gary  Mike  Ehler

              with  a  copy  to:

              Clifford,  Field,  Krier,  Manning,  Greak  &  Stone,  P.C.
              2112  Indiana  Avenue
              Lubbock,  TX  79410
              Attn:  Stephen  J.  Stone

          (b) If to the Shareholders:

              Gary  Mike  Ehler
              3207-19th  Street
              Lubbock,  TX  79410

          (c) If to Purchaser:

              American  Bingo  &  Gaming  Corp.
              1440  Charleston  Highway
              West  Columbia,  SC  29169
              Attn:  Richard  M.  Kelley

                                       33
<PAGE>
              with  a  copy  to:

              Nelson  Mullins  Riley  &  Scarborough,  L.L.P.
              1330  Lady  Street,  3rd  Floor
              P.O.  Box  11070
              Columbia,  SC  29211
              Attn:  Daniel  J.  Fritze,  Esquire

          (d) If  delivered  personally,  the date on which a  notice,  request,
     instruction  or  document  is  delivered  shall be the  date on which  such
     delivery  is made  and,  if  delivered  by mail  or by  overnight  delivery
     service, the date on which such notice, request, instruction or document is
     received shall be the date of delivery.

          (e) Any party  hereto may change its  address  specified  for  notices
     herein by  designating  a new  address  by notice in  accordance  with this
     Section 13.1.

     13.2  Expenses.  Except to the  extent  set forth in  Sections  7.3 or 12.3
           --------
hereof,  all  expenses  incurred by the  parties  hereto in  connection  with or
related to the  authorization,  preparation  and execution of this Agreement and
the closing of the  transactions  contemplated  hereby shall be borne solely and
entirely by the party which has incurred the same.

     13.3 Risk of Loss.  Purchaser  shall assume no risk of loss with respect to
          ------------
the Acquired Company prior to the Closing Date.

     13.4 Waiver. Any failure on the part of any party hereto to comply with any
          ------
of its  obligations,  agreements  or  conditions  hereunder may be waived by any
other party to whom such  compliance is owed. No waiver of any provision of this
Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver.

     13.5 Binding Effect.  This Agreement shall be binding upon and inure to the
          --------------
benefit of the parties hereto and their respective heirs, legal representatives,
executors, administrators, successors and assigns.

     13.6 Assignment.  This Agreement and the respective  rights and obligations
          ----------
of the Shareholders  and the Acquired  Company  hereunder may not be assigned by
the  Shareholders  or the Acquired  Company without the prior written consent of
Purchaser.  This Agreement and Purchaser's rights and obligations  hereunder may
be freely assigned by Purchaser without the consent of any other party.

     13.7  Heading,  etc.  Headings are for  convenience  only and do not affect
           -------------
interpretation of this Agreement.  The following rules of  interpretation  apply
unless the context requires otherwise:

                                       34
<PAGE>
          (a) The singular includes the plural and conversely.

          (b) A gender includes all genders.

          (c) Where a word or phrase is  defined,  its other  grammatical  forms
     have a corresponding meaning.

          (d) A  reference  to  any  legislation  or to  any  provision  of  any
          legislation  includes  any  modification  or  re-enactment  of it, any
          legislative  provision  substituted  for it, and all  regulations  and
          statutory instruments issued under it.

          (e) A reference to conduct includes, without limitation, any omission,
     representation, statement or undertaking, whether or not in writing.

          (f) Any  statement  made by a party  on the  basis  of its  knowledge,
     belief or  awareness,  is made on the basis that the party has, in order to
     establish that the statement is true and not misleading in any respect:

               (i) made all  reasonable  inquiries  of any  officers,  managers,
          employees,  agents,   representatives  and  other  Persons  who  could
          reasonably be expected to have information  relevant to the matters to
          which the statement relates; and

               (ii)  where  those  inquiries  would have  prompted a  reasonable
          Person to make further inquiries,  made those further  inquiries,  and
          that, as a result of those inquiries, the party has no reason to doubt
          that the statement is true and not misleading in any respect.

     13.8 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
          -----------------
among the  parties  hereto and  supersedes  and  cancels  any prior  agreements,
representations,  warranties, or communications,  whether oral or written, among
the parties  hereto  relating  to the  transactions  contemplated  hereby or the
subject  matter herein.  Neither this Agreement nor any provision  hereof may be
changed,  waived,  discharged or terminated orally,  except in writing signed by
the  party  against  whom or  which  the  enforcement  of such  change,  waiver,
discharge or termination is sought.

     13.9 Governing  Law. This  Agreement  shall be governed by and construed in
          --------------
accordance with the laws of the State of Texas,  without regard to choice of law
principles.

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

     13.11 No Agreement Until  Executed.  This Agreement shall not constitute or
           ----------------------------
be deemed to evidence a contract or agreement  among the parties  hereto  unless
and until executed by all parties hereto  irrespective of negotiations among the
parties or the exchanging of drafts of this Agreement.

                                       35
<PAGE>
     13.12  Severability.  Any  term or  provision  of this  Agreement  which is
            ------------
invalid or unenforceable in any jurisdiction  shall be ineffective to the extent
of  such  invalidity  or  unenforceability  without  invalidating  or  rendering
unenforceable the remaining terms or provisions  hereof, and any such invalidity
or  unenforceability  in any such  jurisdiction  shall not  invalidate or render
unenforceable  such  term or  provision  in any  other  jurisdiction;  provided,
however,  that any such invalidity or  unenforceability  does not deny any party
hereto any of the basic benefits of the bargain contemplated by this Agreement.

     13.13  No  Reliance.  No  third  party  is  entitled  to rely on any of the
            ------------
representations, warranties and agreements contained in this Agreement.

     13.14  Confidentiality.  The parties  hereto  agree to keep this  Agreement
            ---------------
confidential, as well as any information or document obtained by either party in
connection with this transaction, except to the extent disclosure is required to
or by any government agency or regulatory or quasi-regulatory body.

     13.15 Joint  Draftsmanship.  The  preparation  of this Agreement has been a
           --------------------
joint effort of the parties and this Agreement  shall not, solely as a matter of
judicial  construction,  be construed  more severely  against one of the parties
than the other.

     13.16 Time of Essence. Time is of the essence in this Agreement.
           ---------------

                                       36
<PAGE>
IN  WITNESS  WHEREOF, each party hereto has executed or caused this Agreement to
be  executed  on  its  behalf,  all  on  the  day  and year first above written.

               AMERICAN  BINGO  &  GAMING  CORP.
               "PURCHASER"

               By: /s/ Andre  M.  Hilliou
                  -----------------------
               Name    Andre  M.  Hilliou
                       ------------------
               Title:  CEO
                       ---

               STRIKE  IT  RICH  BINGO,  INC.
               "ACQUIRED  COMPANY"

               By: /s/ Mike  Ehler
                   ---------------
               Name:   Mike  Ehler
                       -----------
               Title:  President
                       ---------

               SHAREHOLDERS:

               /s/  Mike  Ehler
               ----------------------
                    Gary  Mike  Ehler

                                       37
<PAGE>
                                    GLOSSARY
                                     TO THE
                              ACQUISITION AGREEMENT

The  following  definitions  apply  unless  the  context  requires  otherwise.

ABG  COMMON  STOCK  shall  have  the  meaning  set  forth  in  Section  2.2(a).

ACQUIRED  COMPANY  shall  mean  Strike It Rich Bingo, Inc., a Texas corporation.

AGREEMENT  shall  mean  this  Acquisition  Agreement  and  the Exhibits attached
hereto.

APPLICABLE  LAWS  shall  mean  all  applicable (i) statutes, ordinances or other
legislative  enactments  of  the  United  States  of America or other country or
foreign  government,  or of any state or political subdivision or agency thereof
(including  any  county,  municipal  or  other  local subdivisions), (ii) rules,
regulations,  orders,  permits,  directives or other actions or approvals of any
Regulatory  Authority,  and  (iii) judgments, awards, orders, decrees, writs and
injunctions  of  any  court,  Regulatory  Authority  or  arbitrator.

BENEFIT  PLANS  shall  have  the  meaning  set  forth  in  Section  3.19(a).

CLOSING  shall  have  the  meaning  set  forth  in  Section  10.1.

CLOSING DATE shall mean the date on which the Closing occurs pursuant to Section
10.1.

CODE  shall  mean  the  Internal  Revenue  Code  of  1986,  as  amended.

COMMON  STOCK  shall  mean  the  common stock, $0.10 par value per share, of the
Acquired  Company.

CONFIDENTIAL  INFORMATION  shall  have  the  meaning  set  forth in Section 7.4.

CONTRACT  shall  mean  any contract, lease, license, agreement, promissory note,
debt  instrument, commitment, arrangement, undertaking or understanding, whether
written  or  verbal,  conditional  or  unconditional,  and  including  without
limitation  each and every amendment, modification or supplement to any of them.

COVENANTS  NOT  TO  COMPETE  shall  mean  the  Covenants  Not  to  Compete among
Purchaser,  the  Acquired Company, and each of the Persons identified on Exhibit
                                                                         -------
8.10,  substantially in the forms attached as Exhibit 8.10, each of which may be
----                                          ------------
individually  referred  to  as  a  "Covenant  Not  to  Compete."

DOL  shall  mean  the  United  States  Department  of  Labor.

ERISA  shall  mean  the  Employee  Retirement  Income  Security  Act of 1974, as
amended.

                                       38
<PAGE>
ERISA  AFFILIATE shall mean, with respect to a Person, any other Person which is
required  to  be aggregated with such Person under Code Section 414(b), (c), (m)
and/or  (o)  at  any  time  prior  to  the  Closing  Date.

ERISA  PLAN  shall  have  the  meaning  set  forth  in  Section  3.19(a).

HAZARDOUS  SUBSTANCE  shall  have  the  meaning  set  forth  in  Section  3.21.

INTELLECTUAL  PROPERTY  shall mean all patents, trademarks, trade names, service
marks,  service  names,  brand  names,  logos,  designs,  goodwill,  proprietary
information,  copyrights,  licenses  and  registrations thereof and applications
therefor,  or  other  rights in respect thereof owned, used, or held for use, by
the  Acquired  Company,  and  software,  know-how,  trade  secrets,  processes,
procedures  or  any  other intellectual property rights owned, used, held by, or
licensed  to  the  Acquired  Company.

INTERIM FINANCIAL STATEMENTS shall have the meaning set forth in Section 3.6(a).

IRS  shall  mean  the  United  States  Internal  Revenue  Service.

LIEN  shall mean any mortgage, deed of trust, conveyance to secure debt, pledge,
lien,  security  interest,  claim,  encumbrance,  charge, option, equity, right,
proxy,  voting or other agreement which in any way limits or restricts any right
of  ownership  of  the  assets  and  properties  of  the  Acquired  Company.

1996  AND  1997 FINANCIAL STATEMENTS shall have the meaning set forth in Section
3.6(a).

PBGC shall mean the Pension Benefit Guaranty Corporation established under Title
IV  of  ERISA.

PERMITS  shall  mean  approvals,  consents, permissions, licenses, certificates,
permits,  franchises,  rights  and  other  authorizations.

PERSON  shall include, but is not limited to, an individual, a trust, an estate,
a  partnership, an association, a company, a corporation, a sole proprietorship,
a  professional  corporation  or  a  professional  association.

PURCHASER  shall  mean  American  Bingo  & Gaming Corp., a Delaware corporation.

REAL  PROPERTY  shall  have  the  meaning  set  forth  in  Section  3.21.

REGULATORY  AUTHORITY shall mean any national, federal, state, county, municipal
or  local government, department, commission, board, agency, taxing authority or
other  governmental,  administrative  or  regulatory body (whether of the United
States  of  America  or  any  other  country  or  foreign  government).

SEC  shall  mean  the  Securities  and  Exchange  Commission.

                                       39
<PAGE>
SECURITIES  ACT  OF  1933  shall  mean  the  Securities Act of 1933, as amended.

SHAREHOLDERS  shall mean Gary Mike Ehler, who may be referred to individually as
a  "Shareholder".

TAXES  shall mean all taxes, assessments, charges, duties, fees, levies or other
governmental  charges  (including  interest,  penalties  or additions associated
therewith)  including  federal,  state,  city,  county, foreign or other income,
franchise,  capital  stock,  real  property,  personal  property,  tangible,
withholding,  FICA, unemployment compensation, disability, transfer, sales, use,
excise,  gross  receipts  and all other taxes of any kind for which the Acquired
Company  may  have  any  liability  imposed  by  the United States or any state,
county,  city,  or  other taxing agency or jurisdiction therein, or by any other
country or foreign government or subdivision or agency thereof, whether disputed
or  not.

                                       40
<PAGE>
<TABLE>
<CAPTION>
                                  LIST OF EXHIBITS

EXHIBITS
---------  
<C>        <S>

   3.1     List of Jurisdiction of Incorporation and Jurisdictions Where Registered

   3.3     Capitalization

   3.4     List of Equity Investments

3.6(a)     Financial Statements

3.6(b)     List of Liabilities and List of Defaults

3.6(d)     Shareholder Loans and Off-Balance Sheet Undertakings

   3.7     List of Tax Matters

   3.8     List of Tangible Assets and Leases; List of Encumbrances

   3.9     List of Violations of Instruments

  3.10     List of Required Governmental Consents

  3.11     List of Other Required Consents

  3.12     List of Changes

  3.13     List of Litigation

  3.14     List of Permits

  3.15     List of Noncompliance with Laws

  3.16     List of Contracts

  3.17     List of Intellectual Property

  3.18     List of Employees, Independent Contractors, Salaries, Rates, Employee Loans or
           Advances, and Labor Matters

  3.19     List of Benefit Plans

  3.21     List of Insurance Matters

                                       41
<PAGE>
  3.22     List of Related Party Relationships

  3.24     Bank Accounts

   5.3     List of Purchaser's Violation of Instruments

  8.10     Persons to Enter into Covenants Not to Compete; Form of Covenant Not to Compete

  8.11     Persons to Enter into Employment Agreements; Form of Employment Agreement

  8.13     Form of Indemnification Agreement
</TABLE>

                                       42
<PAGE>
                          MATERIAL DIFFERENCES BETWEEN
              ACQUISITION AGREEMENT FOR STRIKE IT RICH BINGO, INC.
              AND ACQUISITION AGREEMENTS FOR FIVE RELATED ENTITIES

Acquisition  Agreements  for  Five  Related  Entities:
-----------------------------------------------------

1.   Acquisition  Agreement dated October 30, 1998 by and between American Bingo
     & Gaming Corp., The Samaritan Associates,  Inc. and Gary Mike Ehler for the
     acquisition  of The Samaritan  Associates,  Inc. by American Bingo & Gaming
     Corp.

2.   Acquisition  Agreement dated October 30, 1998 by and between American Bingo
     & Gaming  Corp.,  Meeks  Management  Company  and Gary  Mike  Ehler for the
     acquisition of Meeks Management Company by American Bingo & Gaming Corp.

3.   Acquisition  Agreement dated October 30, 1998 by and between American Bingo
     & Gaming Corp.,  Lavaca  Enterprises,  Incorporated and Gary Mike Ehler for
     the  acquisition of Lavaca  Enterprises,  Incorporated  by American Bingo &
     Gaming Corp.

4.   Acquisition  Agreement dated October 30, 1998 by and between American Bingo
     & Gaming Corp.,  Lucky Bingo,  Inc. and Gary Mike Ehler for the acquisition
     of Lucky Bingo, Inc. by American Bingo & Gaming Corp.

5.   Acquisition  Agreement dated October 30, 1998 by and between American Bingo
     & Gaming Corp., Parkway Bingo, Inc. and Gary Mike Ehler for the acquisition
     of Parkway Bingo, Inc. by American Bingo & Gaming Corp.


Material  Differences:
---------------------

1.   Changes to  paragraph  2.2 of the  Acquisition  Agreement  to  reflect  the
     different  consideration  paid by American  Bingo & Gaming  Corp.  for each
     entity.

<TABLE>
<CAPTION>
                                    CASH     STOCK    TOTAL
                                  --------  -------  --------
<S>                               <C>       <C>      <C>
The Samaritan Associates, Inc.    $700,000  $50,000  $750,000
Meeks Management Company          $715,000  $50,000  $765,000
Lavaca Enterprises, Incorporated  $555,000  $40,000  $595,000
Lucky Bingo, Inc.                 $100,000  $10,000  $110,000
Parkway Bingo, Inc.               $515,000  $35,000  $550,000
</TABLE>

                                       43
<PAGE>