The  securities  evidenced hereby have not been registered under the Securities
Act  of  1933  (the  "Act")  or  any  state  securities  laws  and  must be held
indefinitely  unless  they are transferred pursuant to an effective registration
statement  under  the  Act  and any applicable state securities laws, or must be
held until the receipt of an opinion of counsel satisfactory to the Company that
registration  is  not  required.


                                 PROMISSORY NOTE


Date:          June  4,  1998

Maker:         Michael  W.  Mims

Maker's  Mailing  Address:

               257  Amenity  Road
               Chapin,  SC  29036

Payee:         American  Bingo  &  Gaming  Corp.

Place  for  Payment:

               1440  Charleston  Highway
               West  Columbia,  SC  29169

Principal  Amount:

               Two Hundred  Eighty-Four  Thousand Eight Hundred  Eighty-Nine And
               34/100  Dollars  ($284,889.34),   consisting  of  Forty  Thousand
               Dollars ($40,000)  advanced on September 3, 1997, Twenty Thousand
               Dollars  ($20,000)  advanced  on October  13,  1997,  Twenty-Four
               Thousand Nineteen And 32/100 Dollars ($24,019.32) advanced on May
               20,  1998,  One  Hundred  Ninety-Seven   Thousand  Seven  Hundred
               Sixty-Six And 63/100  Dollars  ($197,766.63)  advanced on June 4,
               1998, and accrued  interest  through the date hereof on all prior
               advances of Three  Thousand One Hundred Three And 39/100  Dollars
               ($3,103.39).

Annual  Interest  Rate  on  Unpaid  Principal:

               Seven Percent (7%), with interest accruing from the date hereof.

Terms  of  Payment  (principal  and  interest):

               All  principal and accrued  interest  shall be payable in full on
               May 31, 2001. All payments by Maker on this Promissory Note shall
               be applied first towards the accrued  interest with any remaining
               amount applied towards the unpaid principal balance.

<PAGE>

Security  for  Payment:

               Pursuant to the Security  Agreement  executed on the date hereof,
               One  Hundred  Thousand  (100,000)  shares of the common  stock of
               Payee, owned and held of record by Maker, are pledged by Maker as
               security for the payment of this Promissory Note. The certificate
               for such  shares is  attached  hereto  and shall be held by Payee
               until this Promissory Note is paid in full.

     Maker  promises  to  pay to the order of Payee at the place for payment and
according  to  the  terms  of  payment the principal amount plus interest at the
rates  stated  above.  All  unpaid  amounts shall be due by May 31, 2001.  Maker
hereby  agrees that at least one-half (1/2) of any net proceeds he receives from
the  sale  of  any  stock  of  Payee  shall  be  paid to Payee as payment of the
principal  and  accrued  interest  on  this  Promissory  Note.

     If  Maker  defaults  in  the  payment  of  this  Promissory  Note or in the
performance  of  any obligation in any instrument securing this Promissory Note,
and  the  default continues for thirty (30) days after Payee gives Maker written
notice  of  the default, then Payee may declare the unpaid principal balance and
earned  interest  on  this  Promissory  Note  immediately  due.

     If  this  Promissory  Note  or  any  instrument  securing it is given to an
attorney  for collection or enforcement, or if suit is brought for collection or
enforcement,  or  if it is collected or enforced through probate, bankruptcy, or
other judicial proceeding, the Maker shall pay Payee all costs of collection and
enforcement,  including  reasonable attorney's fees and court costs, in addition
to  other  amounts  due.

     Interest on the debt evidenced by this Promissory Note shall not exceed the
maximum  amount  of  nonusurious  interest  that  may  be contracted for, taken,
reserved, charged, or received under law; any interest in excess of that maximum
amount  shall be credited towards the principal of the debt or, if that has been
paid,  refunded.  On  any  acceleration or required or permitted prepayment, any
such excess shall be canceled automatically as of the acceleration or prepayment
or,  if  already  paid,  credited  towards  the principal of the debt or, if the
principal  of  the debt has been paid, refunded.  This provision overrides other
provisions  in  this  and  all  other  instruments  concerning  the  debt.

     Except to the extent of the Maker's interest in the American Bingo & Gaming
Corp.  common  stock  securing this Promissory Note, there shall be no liability
hereunder, or under any security document securing this Promissory Note, for the
payment  of  the indebtedness (including without limitation principal, interest,
penalties, collection or other fees and attorney's fees) evidenced hereby or for
the  performance  of  the  covenants  and  obligations set forth in any document
securing  this  Promissory  Note, including, but not limited to, the obligations
contained in any such security document to pay the indebtedness evidenced hereby
and  to  make the payments provided for therein, and nothing contained herein or
in  such security document shall obligate the Maker hereof, or its successors or
assigns,  further  than  to  bind  its  right,  title and interest in and to the
American  Bingo  & Gaming Corp. common stock; so, that in the event of a default
hereunder  or  thereunder,  the sole remedy of the legal holder and Payee hereof
shall  be  the  foreclosure  of the lien of said security document covering said
stock  and  neither the Payee nor the legal holder hereof shall be entitled to a
personal  or  deficiency  judgment  against  the Maker hereof, and none shall be
sought  or  entered.

                                       2
<PAGE>

     Prepayment of principal and interest in whole or in part may be made at any
time  without  penalty.

     The  provisions of this Promissory Note are to be governed by and construed
according  to  the  laws  of  the  State  of  South  Carolina.



                              /s/  Michael  W.  Mims
                              ----------------------
                              Michael  W.  Mims

                                       3
<PAGE>

                               SECURITY AGREEMENT

     THIS  SECURITY  AGREEMENT  (this  "Agreement") is made as of the 4th day of
June,  1998,  by  and  between  Michael W. Mims ("Pledgor") and American Bingo &
Gaming  Corp.,  a  Delaware  corporation  ("Pledgee").

     WHEREAS,  ON  June 4, 1998, Pledgee accepted a promissory note from Pledgor
in  the amount of Two Hundred Eighty-Four Thousand Eight Hundred Eighty-Nine And
34/100  Dollars  ($284,889.34)  (the  "Promissory  Note")  related  to  previous
advances  of  funds  by  Pledgee  to  Pledgor  which in the aggregate total that
amount;  and

     WHEREAS, securing the repayment of the Promissory Note, Pledgor has pledged
to Pledgee One Hundred Thousand (100,000) shares of the common stock of Pledgee,
owned  and  held  of  record  by  Pledgor;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein  contained,  and  other  good  and  valuable  consideration, the receipt,
adequacy  and  sufficiency  of which is hereby acknowledged, the parties hereto,
intending  to  be  legally  bound,  hereby  agree  as  follows:

     1.  Pledge.  In  connection  with the  issuance of the  Promissory  Note by
         ------
Pledgor to Pledgee in connection with Pledgee's loans to Pledgor, Pledgor hereby
grants a security  interest to Pledgee in One Hundred Thousand  (100,000) shares
of the common stock of Pledgee,  represented  by  certificate  No.0841.  Pledgee
                                                                  ----
shall hold the pledged  shares as security for the  repayment of the  Promissory
Note, and shall not encumber or dispose of the shares.

     2.  Dividends.-  During the term of this pledge,  all  dividends  and other
         ---------
amounts received by Pledgee shall be applied to the payment of the principal and
accrued interest on the Promissory Note.

     3. Voting Rights. During the term of this pledge, and as long as Pledgor is
        -------------
not in  default  in the  performance  of any  term of this  agreement  or in the
payment of the principal or interest of the Promissory Note,  Pledgor shall vote
the pledged shares on all matters.

     4.  Adjustments.  If, during the term of this pledge,  any share  dividend,
         -----------
reclassification,  readjustment,  or other  change  is  declared  or made in the
capital  structure of American Bingo & Gaming Corp., all new,  substituted,  and
additional shares, or other securities,  issued by reason of any such change the
shares originally pledged hereunder.

<PAGE>

     5.  Payments of Promissory  Note.  Upon payment of the total balance due on
         ----------------------------
the Promissory Note,  Pledgee shall  immediately  transfer to Pledgor all of the
pledged shares.

It is agreed between the parties that if the value of the pledged shares becomes
less  than  the balance owed, the company may require the pledgor to pledge more
shares  of stock at the request of the Chief Executive Officer.  If such request
is  made,  then the pledgor shall comply within ten days or the note will become
due  and  payable  upon  demand.

     IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first  above  written.


                              AMERICAN  BINGO  &  GAMING  CORP.

                              By:  /s/  Andre  M.  Hilliou
                                   -----------------------
                                   Andre  M.  Hilliou,  President

                                   /s/  Michael  W.  Mims
                                   ----------------------
                                   Michael  Mims

                                   /s/  George  Harrison
                                   ---------------------
                                   George  Harrison,  Chairman

                                       2
<PAGE>