AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                          AMERICAN BINGO & GAMING CORP.

                                 AS THE "BUYER"

                                       AND

                    DARLINGTON MUSIC ACQUISITION CORPORATION

                                  AS THE "SUB"

                                       AND

                           DARLINGTON MUSIC CO., INC.

                                AS THE "COMPANY"

                                       AND

                             GEORGE M. HARRISON, JR.

                               THOMAS M. HARRISON

                               WILLIAM W. HARRISON

                               THE SHAREHOLDERS OF

                           DARLINGTON MUSIC CO., INC.

                              AS THE "SHAREHOLDERS"

                            DATED:  NOVEMBER 12, 1997


<PAGE>
                                    SCHEDULES
                                    ---------

SCHEDULE
--------

1.4          Locations  of  Business

1.11         Contracts

1.16         Leases

1.21         Permits

1.23         Real  Property

2.7          Allocation  of  Merger  Consideration

4.5          Permits  and  Approvals

4.6          Consents

4.7          Financial  Statements

4.8          List  of  Material  Changes

4.9          Undisclosed  Liabilities

4.10         List  of  Property

4.13         Litigation

4.14         Compliance  with  Law

4.17A        Employee  Benefit  Plans

4.17B        Employees

4.18         Insurance

4.20         Liens

4.22         Banks

4.23         Quarterly  Reports  of  Gaming  Operations

4.24         Real  Property  Restrictions


                                       i
<PAGE>
5.1          Share  Ownership

6.4A         Litigation

6.4B         Consents

7.1          Approved  Payments

11.1         Exceptions  to  Non-compete


                                       ii
<PAGE>
                                    EXHIBITS
                                    --------

EXHIBIT
-------

1.6          Form  of  the  Buyer's  and  Sub's  Closing  Certificate

1.10          Form  of  the  Company's and the Shareholders' Closing Certificate

2.9          Form  of  Voting  Agreement

8.3          Form  of  Employment  Agreement


                                      iii
<PAGE>
                      AGREEMENT AND PLAN OF REORGANIZATION
                      ------------------------------------

     THIS  AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of
the  12th day of November, 1997, by and among American Bingo and Gaming Corp., a
corporation  organized and existing under the laws of the State of Delaware (the
"Buyer"),  Darlington Music Acquisition Corporation, a corporation organized and
existing  under  the laws of the State of South Carolina (the "Sub"), Darlington
Music  Co.,  Inc.,  a  corporation  organized and existing under the laws of the
State  of South Carolina (the "Company"), and George M. Harrison, Jr., Thomas M.
Harrison  and  William  W.  Harrison,  the  shareholders  of  the  Company  (the
"Shareholders").

                                    RECITALS
                                    --------

     WHEREAS,  the  Shareholders own all of the issued and outstanding shares of
capital  stock  of  the  Company  (all  of such issued and outstanding shares of
capital  stock  being  referred  to  herein  as  the  "Shares");  and

     WHEREAS,  the Boards of Directors of each of the Company, the Buyer and the
Sub  have  determined  that a business combination between the parties is in the
best  interests  of  their respective companies and stockholders and accordingly
have  agreed  to  effect  the  Merger  (hereinafter  defined) upon the terms and
conditions  set  forth  herein;  and

     WHEREAS,  it  is  intended  that for federal income tax purposes the Merger
shall  qualify  as  a reorganization within the meaning of Section 368(a) of the
Internal  Revenue  Code  of  1986,  as  amended  (the  "Code");

     NOW,  THEREFORE,  in  consideration  of  the  recitals  and  of  the mutual
covenants,  conditions  and  agreements  set forth herein and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties  hereto  DO  HEREBY  AGREE  as  follows:


<PAGE>
                                    ARTICLE I
                                    ---------

                                   DEFINITIONS
                                   -----------

     When  used  in  this Agreement, the following terms shall have the meanings
ascribed  to  them  below:

     1.1     ABG  Common  Stock.  "ABG  Common  Stock"  shall  have  the meaning
             ------------------
ascribed  to  it  in  Section  2.7.

     1.2     Agreement.  "Agreement"  shall  mean  this  Agreement  and  Plan of
             ---------
Reorganization,  together with the Exhibits and Schedules incorporated herein by
reference,  as  the same may be amended from time to time in accordance with the
terms  hereof.

     1.3     Assets.  "Assets"  shall mean all of the equipment, machinery, real
             ------
property, fixtures, leasehold interests, inventory, and prepaid expenses, all of
the  Company's rights under the Contracts and Leases, and all other tangible and
intangible assets of every kind which are currently owned by the Company for use
in  the  Business.

     1.4     Business.  "Business"  shall  mean the operations of the Company as
             --------
of the date of Closing, which shall include the ownership and operation of video
poker  games  at  various  locations  in  South  Carolina,  which  locations are
identified  on  Schedule  1.4  hereto.

     1.5     Buyer.  "Buyer"  shall  mean  American  Bingo  &  Gaming  Corp.,  a
             -----
corporation  organized  and  existing  under  the laws of the State of Delaware.

     1.6     Buyer's  and Sub's Closing Certificate.  "Buyer's and Sub's Closing
             --------------------------------------
Certificate"  shall  mean  the  certificate  of Buyer and the Sub in the form of
Exhibit  1.6  hereto.

     1.7     Closing.  "Closing"  shall  mean  the  conference held at 10:00 am,
             -------
local  time,  on  the  Closing  Date, at Buyer's offices, or such other time and
place  as  the parties hereto may mutually agree.  All transactions occurring at
the  Closing  shall  be  deemed  to  have  occurred  simultaneously,  and no one
transaction shall be deemed to be complete until all transactions required to be
completed  at  the  Closing  are  completed.


                                       2
<PAGE>
     1.8     Closing Date.  "Closing Date" shall mean December 16, 1997, or such
             ------------
other  date as the parties hereto may mutually agree, on which date the Articles
of  Merger  shall be filed with the South Carolina Secretary of State and become
effective.

     1.9     Code.  "Code"  shall  mean  the  Internal  Revenue Code of 1986, as
             ----
amended.

     1.10     Company's  and  Shareholders' Closing Certificate.  "Company's and
              -------------------------------------------------
Shareholders' Closing Certificate" shall mean the certificate of the Company and
the  Shareholders  in  the  form  of  Exhibit  1.10  hereto.

     1.11     Contracts.  "Contracts"  shall  mean  all  contracts,  agreements,
              ---------
mortgages,  trust deeds, indentures, notes, licenses, franchises, obligations or
other  commitments, arrangements and understandings with a term of more than one
year  or  for  an  amount exceeding $1,000 to which the Company is a party or by
which  it  is  bound,  as  described  in  Schedule  1.11  hereto.

     1.12     Fixtures  and  Equipment.  "Fixtures and Equipment" shall mean any
              ------------------------
and  all  of  the  furniture,  fixtures,  furnishings,  leasehold  improvements,
supplies,  vehicles,  parts,  tools,  machinery,  equipment  and  other items of
tangible  personal  property  which will be owned or leased by the Company as of
the  Closing  Date.

     1.13     Indemnified  Party.  "Indemnified  Party"  shall  have the meaning
              ------------------
ascribed  to  it  in  Section  10.2  hereof.

     1.14     Indemnifying  Party.  "Indemnifying  Party" shall have the meaning
              -------------------
ascribed  to  it  in  Section  10.2  hereof.


                                       3
<PAGE>
     1.15     Law.  "Law"  shall  mean any federal, state, local or other law or
              ---
governmental  agency  requirement  of  any  kind,  and  the  rules, regulations,
ordinances,  permits,  licenses  and  orders  promulgated  thereunder.

     1.16     Leases.  "Leases"  shall  mean  all  leases  of  real and personal
              ------
property  to  which  the  Company  is  a  party,  as described in Schedule 1.16.

     1.17     Lien.  "Lien"  shall  mean  any  mortgage,  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.

     1.18     Merger.  "Merger" shall have the meaning ascribed to it in Section
              ------
2.1  hereof.

     1.19     Merger  Consideration.  "Merger  Consideration"  shall  have  the
              ---------------------
meaning  ascribed  to  it  in  Section  2.7  hereof.

     1.20     NASDAQ.  "NASDAQ"  shall  mean  the  National  Association  of
              ------
Securities  Dealers  Automated  Quotation  Stock  Market.

     1.21     Permits.  "Permits"  shall  mean  all  licenses, permits and other
              -------
governmental authorizations and pending applications therefore necessary for the
Company  to  conduct  the  Business,  as  described  on  Schedule  1.21  hereto.

     1.22     Person.  "Person"  shall  mean  any  government,  natural  person,
              ------
corporation,  partnership  or  other  legal  entity.

     1.23     Real Property.  "Real Property" shall mean all real property owned
              -------------
or  leased  by  the  Company  as  of the Closing Date, including all appurtenant
rights,  claims  and  interests  therein,  as described on Schedule 1.23 hereto.

     1.24     Registered  Shares.  "Registered  Shares"  shall  have the meaning
              ------------------
ascribed  to  it  in  Section  6.7  hereof.


                                       4
<PAGE>
     1.25     Registration  Statement.  "Registration  Statement" shall have the
              -----------------------
meaning  ascribed  to  it  in  Section  6.7  hereof.

     1.26     SEC.  "SEC"  shall  mean the United States Securities and Exchange
              ---
Commission.

     1.27     Shareholders.  "Shareholders"  shall mean George M. Harrison, Jr.,
              ------------
Thomas  M.  Harrison,  and  William  W.  Harrison.

     1.28     Shares.  "Shares" shall have the meaning set forth in Section 4.2.
              ------

     1.29     Surviving  Corporation.  "Surviving  Corporation"  shall  have the
              ----------------------
meaning  ascribed  to  it  in  Section  2.1  hereof.

     1.30.     Unregistered  Shares.     "Unregistered  Shares"  shall  have the
               --------------------
meaning  ascribed  to  it  in  Section  6.10  hereof.

                                   ARTICLE II
                                   ----------

                                   THE MERGER
                                   ----------

     2.1     Merger of Sub into the Company.  On the Closing Date, the Sub shall
             ------------------------------
be  merged  with  and into the Company in accordance with this Agreement and the
separate  corporate  existence  of the Sub shall thereupon cease (the "Merger").
The  Merger  shall  be  based  on the respective representations, warranties and
agreements  of  the  parties  hereto,  and  shall  be  subject  to the terms and
conditions  herein  stated.  The  Merger  is  intended  to  be  a  "tax-free
reorganization"  pursuant  to  Section  368(a)(2)(E) of the Code and the parties
hereto  shall  not  report the transaction in a manner inconsistent therewith or
otherwise take any action that would prevent the Merger from qualifying as such;
provided,  however,  that the actual tax effect of the transactions contemplated
by  this  Agreement  is  not  a  condition  precedent  to  the  closing  of  the
transactions  contemplated  hereby  and  no  party  hereto makes or has made any
representation,  warranty  or  covenant  to  any  other  party hereto as to such
qualification.  The Company shall be the surviving corporation in the Merger (in


                                       5
<PAGE>
such capacity, hereinafter referred to as the "Surviving Corporation") and shall
continue  to  be  governed  by  the  laws of the State of South Carolina and the
separate  corporate  existence  of  Surviving  Corporation  with all its rights,
privileges,  powers,  immunities,  purposes  and  franchises  shall  continue
unaffected by the Merger, except as set forth herein.  The Merger shall have the
effects  specified  in  the  South Carolina Business Corporation Act of 1988, as
amended.

     2.2     Merger  Certificates.  If  all  conditions  to the Merger set forth
             --------------------
herein  have  been fulfilled or waived in accordance herewith and this Agreement
shall  not have been terminated pursuant to the terms hereof, the parties hereto
shall  cause to be properly executed and filed with the South Carolina Secretary
of  State on the Closing Date Articles of Merger meeting the requirements of the
South  Carolina  Business Corporation Act of 1988, as amended.  The Merger shall
become  effective on the Closing Date upon filing of the Articles of Merger with
the  South  Carolina  Secretary  of  State.

     2.3     Articles of Incorporation of Surviving Corporation.  At the Closing
             --------------------------------------------------
Date,  the  Articles  of  Incorporation  of the Company shall be the Articles of
Incorporation  of  the  Surviving  Corporation.

     2.4     Bylaws  of the Surviving Corporation.  The Bylaws of the Sub on the
             ------------------------------------
Closing  Date shall be the Bylaws of the Surviving Corporation, unless and until
duly  amended  in  accordance  with  their  terms.

     2.5     Directors  of  the  Surviving  Corporation.  The  persons  who  are
             ------------------------------------------
directors of the Sub immediately prior to the Closing Date shall, from and after
the  Closing  Date,  be  the  directors of the Surviving Corporation until their
successors  have  been  duly  elected  or appointed and qualified or until their
earlier  death,  resignation  or  removal  in  accordance  with  the  Surviving
Corporation's  Articles  of  Incorporation  and  Bylaws.


                                       6
<PAGE>
     2.6     Officers  of  the  Surviving  Corporation.  The  persons  who  are
             -----------------------------------------
officers  of the Sub immediately prior to the Closing Date shall, from and after
the  Closing  Date,  be the officers of the Surviving Corporation and shall hold
their  same  respective  office(s)  until  their  earlier  death, resignation or
removal.

     2.7     Conversion  of  the Shares.  The manner of converting the Shares in
             --------------------------
the  Merger  shall  be  as  follows:

     (a)     As a result of the Merger and without any action on the part of the
holder  thereof,  the Shares shall cease to be outstanding and shall be canceled
and  retired  and  shall  cease  to exist, and the Shareholders shall thereafter
cease to have any rights with respect to the Shares, except the right to receive
one  million (1,000,000) shares of Buyer's common stock (the "ABG Common Stock")
(the  "Merger Consideration"), allocated among the Shareholders as identified on
Schedule  2.7.

     (b)     On  the  Closing  Date, each share of the Sub's common stock issued
and  outstanding  as  of the Closing Date shall be surrendered in exchange for a
share  of  validly issued, fully paid and nonassessable share of common stock of
the  Surviving  Corporation.

2.8     Exchange  of  Certificates  Representing  the  Shares.
        -----------------------------------------------------

     (a)     On  the  Closing  Date, (i) the Shareholders, as the holders of all
outstanding  certificates representing the Shares, shall, upon surrender of such
certificates, be entitled to receive the Merger Consideration and (ii) until the
certificates  representing  the Shares have been surrendered by the Shareholders
and  replaced  by  certificates  representing  the  Surviving Corporation common
stock,  the  certificates  for  the Shares shall, for all purposes, be deemed to
evidence  ownership  of  the  Surviving  Corporation  common  stock.


                                       7
<PAGE>
     (b)     The  Shareholders  shall deliver to the Sub on the Closing Date the
certificates  representing the respective Shares owned by them, duly endorsed in
blank, or accompanied by blank stock powers, and with all necessary transfer tax
and  other revenue stamps (if any), acquired at each Shareholder's expense.  The
Shareholders  agree  to cure any deficiencies with respect to the endorsement of
the  certificates or other documents of conveyance with respect to the Shares or
with  respect  to  the  stock powers accompanying the Shares.  Simultaneous with
such  delivery  on  the Closing Date, each Shareholder shall receive in exchange
therefor  a  certificate  or  certificates  representing  the  ABG  Common Stock
allocated  to  such  Shareholder  as  his  respective  portion  of  the  Merger
Consideration  as  noted  on  Schedule  2.7.

     2.9     Voting  Agreement.  The  ABG Common Stock owned by the Shareholders
             -----------------
after  Closing  and  the  shares  of  common stock of Buyer held by Greg Wilson,
President  and  Chief  Executive  Officer  of  Buyer,  and Michael Mims shall be
subject to the terms of the Voting Agreement, in the form of Exhibit 2.9 hereto,
by  and  between  the  Shareholders,  Greg  Wilson  and  Michael  Mims.

     2.10     Absence of Schedules.  The parties hereto recognize and agree that
              --------------------
the  Schedules  to this Agreement were not available as of the date of execution
of  this  Agreement.  Accordingly, the parties hereto hereby waive any breach of
any representation, warranty, condition or provision of this Agreement which may
technically  be  deemed  to  exist  due  to  the  failure of any party hereto to
properly  disclose  any  information which otherwise would have, or should have,
been  disclosed  on  a  Schedule  attached  to  this Agreement on the date it is
signed.  The parties hereto agree that all such Schedules shall be prepared only
as  of  the Closing Date and that accordingly any such representation, warranty,
condition  or  provision  of  this Agreement which is impacted by the absence of
such  Schedule  shall  be deemed to speak, and shall be relevant, only as of the
Closing  Date  and  thereafter.


                                       8
<PAGE>
                                   ARTICLE III
                                   -----------

                    FEASIBILITY PERIOD, ACCESS AND INDEMNITY
                    ----------------------------------------

     3.1     Feasibility  Period.  From  the date of execution of this Agreement
             -------------------
by  Buyer  and  the Shareholders until the earlier of the Closing or thirty (30)
days hereafter (the "Feasibility Period"), Buyer shall have the right of review,
investigation  and  inspection  of the Company to determine whether or not Buyer
desires  to  proceed  with the Closing.  During the Feasibility Period the Buyer
may  conduct  inspections and economic and feasibility studies of the Company to
determine  that  the  Company  is suitable, in Buyer's sole opinion, for Buyer's
purposes  and conduct all such inspections and studies as Buyer deems reasonable
of  the Company.  The Company and the Shareholders agree to cooperate fully with
Buyer's  efforts and shall execute such forms and requests as may be required to
obtain  the  information  deemed necessary by Buyer.  No study, investigation or
inspection  by  Buyer  or Buyer's representatives shall be deemed to have in any
way  diminished  or  waived  the representations, warranties or covenants of the
Company  and  the  Shareholders  set  forth  in  this  Agreement.

     3.2  Access  and  Indemnity.  Buyer and Buyer's agents shall have the right
          ----------------------
of  access  to  the  Company's  facilities during the Feasibility Period for the
purpose of conducting such studies, investigations and inspections.  Buyer shall
repair  any  damage  or  injury to the Company's property resulting from Buyer's
investigation  and  inspections.  Buyer  shall  indemnify  and hold harmless the
Company  and  the  Shareholders  on  account  of  any  claims, causes of action,
damages,  costs  and  expenses  (including  attorney's  fees)  arising out of or
relating  to the acts of Buyer, its agents and employees under the provisions of
this  Article  III.  This  indemnity  shall  survive  the  termination  of  this
Agreement.

     3.3  Termination  of  Agreement.  If  Buyer  determines,  in  Buyer's  sole
          --------------------------
judgment  and  discretion, that the Company is not suitable for Buyer's intended
purposes,  Buyer  shall  give the Company and the Shareholders written notice of
such  fact on or before the end of the Feasibility Period.  Upon receipt of such
written notice, all parties shall be released from all further obligations under
this Agreement.  If the Buyer does not timely provide such written notice to the
Company  and  the  Shareholders,  then  it shall be conclusively deemed that the
Company is suitable for Buyer's intended purposes, and this Agreement may not be
terminated  by  the  Buyer  for  the  reasons  set  forth  in  this Article III.


                                       9
<PAGE>
     3.4     Confidentiality.
             ---------------

          (a)     Each  party  to this Agreement acknowledges that from the date
of  this  Agreement  until  Closing  he  or  it  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").  Each  party  to this
Agreement  agrees  to  keep  all  such  Confidential  Information  secret and to
maintain  the  confidentiality of such information up to and through the date of
Closing  hereunder,  or  indefinitely  if  the Closing does not occur; 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)


                                       10
<PAGE>
information  which  is  in  the public domain; (3) information which a party can
prove  was  independently  developed by him or it 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
he  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 it
will  be  liable  to  the  other  parties  hereto  for  any  breach  of  this
confidentiality  provision  by  it  or  any  of  its  representatives.

          (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.

          (d)     Until three years from the date of this Agreement, Buyer shall
not  initiate  or maintain contact with any officer, director, employee or agent
of the Company, except with the written consent of the Company.  For a period of
three  years  from  the  date  hereof,  Buyer shall not hire any employee of the
Company  with  whom  it  has  had  contact  or who became known to it during its
investigation.


                                       11
<PAGE>
                                   ARTICLE IV
                                   ----------

               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
               --------------------------------------------------

                                 AND THE COMPANY
                                 ---------------

     The  Shareholders  and  the  Company make the following representations and
warranties  to  the Buyer.  The Buyer has inspected the Assets and performed all
necessary  due  diligence  and  is  acquiring  the  Company  as a result of such
inspection  and  due  diligence  and  not in reliance upon any representation or
warranty  with  respect  thereto  made  by  the  Shareholders  other  than those
specifically  set  forth  in  this  Agreement.

     4.1     Organization  of  the  Company.  The  Company is a corporation duly
             ------------------------------
organized  and validly existing and in good standing under the laws of the State
of  South Carolina.  The Company has the requisite corporate power and authority
to  enter  into  this  Agreement  and to perform its obligations hereunder.  The
Company has the requisite corporate power and authority to carry on the Business
and  to  own, operate and hold under lease or otherwise the Assets.  The Company
has  provided  the Buyer with true, complete and correct copies of the Company's
Articles  of  Incorporation,  Bylaws and all amendments thereto, as presently in
effect, all corporate minutes of board of directors and shareholder meetings and
actions  by  written consent by them since the incorporation of the Company, and
the  stock  ledger  and  minute  book  of  the  Company.

     4.2     Capitalization;  Ownership.  The  total authorized capital stock of
             --------------------------
the Company consists of 100,000 shares of common stock, no par value.  As of the
date  hereof,  16,200  shares  of  common  stock are issued and outstanding (the
"Shares"),  all  of  which  shares  are  owned  by the Shareholders.  The Shares
constitute  all  the  issued  and  outstanding  shares  of  capital stock of the
Company.  The  Shareholders  have  good and marketable title to the Shares, free
and  clear of all Liens.  The Shares have been validly authorized and issued and


                                       12
<PAGE>
are  fully paid and non-assessable.  Neither the Company nor any Shareholder has
received  any notice of any adverse claim to the ownership of the Shares.  There
is  no  security,  option,  warrant,  right  (preemptive  or  otherwise),  call,
subscription,  agreement, conversion or exchange, commitment or understanding of
any  nature  whatsoever,  fixed  or  contingent, that directly or indirectly (a)
calls  for  the  issuance,  sale,  pledge  or other disposition of any shares of
capital  stock  of  the Company, or (b) obligates the Company to grant, offer or
enter  into any of the foregoing or (c) relates to the voting or control of such
capital  stock,  securities  or rights.  Upon receipt by the Shareholders of the
Merger  Consideration,  the  Buyer  will  own  one hundred percent (100%) of the
issued  and  outstanding  shares  of  the  Company  free and clear of all Liens.

     4.3     Authorization;  Enforceability.  Each  Shareholder  and the Company
             ------------------------------
have  the  requisite  individual  and  corporate power and authority to execute,
deliver  and  perform  this Agreement and each of the documents, instruments and
agreements  contemplated  hereby to which any of them is or will be a party, and
to  perform  their obligations hereunder or thereunder.  The execution, delivery
and  performance  of this Agreement and each of the other documents, instruments
and  agreements  contemplated  hereby  and  the consummation of the transactions
contemplated  hereby  and  thereby have been duly authorized and approved by all
necessary  corporate action on the part of the Company, and no further approvals
on the part of the Company are required.  This Agreement has been, and the other
documents  and  instruments required hereby to which the Company will be a party
will  be, duly executed and delivered by the Company, and when duly executed and
delivered  by  the other parties hereto and thereto (assuming such documents and
instruments  will  be valid and binding obligations of such other parties), will
be  the  valid  and  binding obligations of the Company, and will be enforceable
against  the  Shareholders  and  the Company in accordance with their respective
terms,  subject  to  the  effect of bankruptcy, insolvency, moratorium, or other


                                       13
<PAGE>
similar  laws  affecting  the  enforcement  of  creditors' rights generally, and
except  as  the  availability  of  equitable  remedies may be limited by general
principles  of  equity.  No  consent,  authorization,  approval, order, license,
certificate,  or  permit of or from, or declaration or filing with, any federal,
state,  local  or other governmental authority or any court or other tribunal is
required  by  the  Shareholders  and/or  the Company for the execution, delivery
and/or  performance  of this Agreement, other than Articles of Merger which must
be  filed  with  the  South  Carolina  Secretary of State in connection with the
merger  contemplated  by  this  Agreement.

     4.4     No  Conflict  or  Violation.  Neither the execution and delivery of
             ---------------------------
this  Agreement  and  each  of  the  documents,  instruments  and  agreements
contemplated  hereby by the Company and the Shareholders nor the consummation of
the  transactions contemplated hereby and thereby will result in (a) a violation
of, or a conflict with, any provision of the Articles of Incorporation or Bylaws
of  the Company, (b) a violation by the Company of any judgment, order or decree
binding  on  the Company, (c) to the best of the Shareholders' and the Company's
knowledge,  a violation by the Company of any Law or the occurrence of any event
which  with notice, lapse of time, or both, would result in the violation of any
Law,  judgment,  order  or  decree  binding on the Company, or (d)  a breach of,
default  under,  or  conflict  with,  any  material  term  or  provision  of, or
permission  to  modify,  terminate,  or accelerate, any Contract, Lease or other
agreement  or  instrument,  or obligation thereunder, applicable to the Company,
the Business or any of the Assets, or an event which with notice, lapse of time,
or  both,  would  result  in  any  such  breach,  default,  or  conflict.

     4.5     Permits and Approvals.  Except as set forth in Schedule 4.5 hereto,
             ---------------------
no  Permit from or notice to, or filing, registration or qualification with, any
governmental,  administrative  or  judicial authority is necessary to enter into
this Agreement, any instrument, document or other agreement contemplated hereby,
and  to  carry  out  the transactions contemplated hereby and thereby; provided,


                                       14
<PAGE>
however,  neither  the  Company  nor the Shareholders make any representation or
warranty  as  to any requirement of the Buyer with respect to any of the matters
discussed  in  this  Section  4.5.

     4.6     Consents.  Except  as  set forth on Schedule 4.6, no consent of any
             --------
party to any Contract, Lease, or other agreement or instrument applicable to the
Company,  the  Business  or  any  of  the Assets, is required for the execution,
delivery  and/or  performance  of  this  Agreement.

     4.7     Financial  Condition.  Schedule  4.7  shall  consist  of  true  and
             --------------------
complete  copies  of (i) the compiled balance sheets of the Company as of August
31,  1997,  and September 30, 1997, and the related compiled statement of income
and  cash flows of the Company for the year ended August 31, 1997, and the month
ended  September  30, 1997, accompanied by the compilation report thereon of the
accountants (collectively the "Financial Statements").  The Financial Statements
(i)  were  prepared  in accordance with the books of account and other financial
records  of  the  Company  by  accountants retained by the Company, (ii) present
fairly  the  financial  condition,  results  of operations and cash flows of the
Company  as of the dates thereof and for the periods covered thereby, (iii) have
been prepared in accordance with general accepted accounting principles ("GAAP")
applied  on  a basis consistent with the past practices of the Company, and (iv)
include  all adjustments (consisting only of normal recurring accruals) that are
necessary  for  a  fair presentation of the financial conditions of the Company,
and  the  results  of  operations  and cash flows of the Company as of the dates
thereof  or  for  the  periods  covered  thereby.

     4.8     Lack  of  Material  Changes.  Except  as set forth in Schedule 4.8,
             ---------------------------
since  August  31,  1997:

     (a)  There  has not been any change having a material adverse effect on the
Business operations, properties (including any intangible properties), condition
(financial  or  otherwise),  assets,  liabilities,  results  of  operations  or
prospects  of  the  Company.


                                       15
<PAGE>
     (b)   The operations and business of the Company have been conducted in all
respects  only  in  the  ordinary  course.

     (c)  The  Shareholders  and/or  the  Company have not mortgaged, pledged or
subjected  to  lien  or  other  encumbrance  any  of  the  Assets.

     (d)  The  Company  has  not  suffered an extraordinary loss (whether or not
covered  by  insurance)  or  waived  any  right  of  substantial  value.

     (e)  The  Company  has  not  sold or transferred any of its assets having a
book  value  in the aggregate of $5,000 or more or canceled any debts or claims,
except,  in  each  case,  in  the  ordinary  course  of  business.

     (f)  The  Company has not issued any common stock, preferred stock, capital
stock,  bonds,  warrants,  options,  rights  or  any  other  form  of  corporate
securities.

     (g)  There  is  no compensation payable or to become payable by the Company
to any of its officers, employees or agents, or any known payment or arrangement
made  to  or with any of such persons, except as described in this Agreement and
except  as  noted  on  Schedule  7.1.

     (h)  The  Company  has  not  made any change in the method of accounting or
accounting  practice  or policy used by the Company, other than changes required
by  GAAP.

     (i)  The Company has not made any material changes in the customary methods
of  operations  of  the  Business,  including  practice and policies relating to
purchasing,  inventory,  marketing,  selling  or  pricing.

     (j)  The Company has not agreed, whether in writing or otherwise, to engage
in  any of the acts specified in this Section 4.8, except for those contemplated
by  this  Agreement  and  except  as  noted  on  Schedule  7.1.


                                       16
<PAGE>
     (k)  There  is  no  fact  known to the Company and/or any Shareholder which
will  have  a material adverse effect or in the future (as far as the 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 Company which has not been disclosed to Buyer in this
Agreement;  provided,  however, that the Company and the Shareholders express no
opinion  as  to  political  or  economic  matters  of  general  applicability.

     4.9     Absence of Undisclosed Liabilities. Except as set forth on Schedule
             ----------------------------------
4.9, the Company does not have liabilities or obligations of any nature (whether
absolute,  accrued,  contingent,  or  otherwise)  which  individually  or in the
aggregate,  are  material, including without limitation liabilities for federal,
state, local, or foreign taxes, liabilities to customers or suppliers, direct or
indirect,  claims,  losses, damages, deficiencies (including deferred income tax
and  other  net  tax deficiencies), costs, expenses, obligations, guarantees, or
responsibilities,  whether  accrued,  absolute, or contingent, known or unknown,
fixed or unfixed, liquidated or unliquidated, secured or unsecured, (hereinafter
collectively  referred  to  as  "Liabilities")  other  than  the  following:

     (a)     Liabilities  for which full provision and disclosure have been made
on  the  balance  sheet  of  the  Company  as  of  September  30,  1997,  and/or

     (b)     Other  liabilities  arising  since September 30, 1997, and prior to
the Closing Date which have been incurred in the ordinary course of business and
which  are  not  inconsistent  with  the  representations  and warranties of the
Company  and Shareholders contained in this Agreement or any other provisions of
this  Agreement.

     4.10     Title  to  Assets.  The  Company  is the rightful owner of all the
              -----------------
Assets,  free  and clear of any and all Liens.  Schedule 4.10 shall consist of a
true  and complete list of all legal and personal properties and material Assets
(including but not limited to machinery, equipment, inventories, and intangibles


                                       17
<PAGE>
owned,  leased,  used  in the business and/or licensed by the Company), together
with  a  list  of  all  personal  property  attached  to,  located on or used in
connection  with  the  Business and which will not be owned by the Company as of
the  date  of  Closing  but  which  the Company will have the right to use under
lease, rental or other agreement, accompanied by true and current photocopies of
such  agreements.  The Assets constitute all of such properties and assets which
are  necessary  to  conduct  the  Business.

     4.11     Condition  of  Fixtures and Equipment.  The Fixtures and Equipment
              -------------------------------------
are  in  good operating condition and repair, normal wear and tear excepted, and
are  adequate for the purposes for which they are being utilized, subject to the
continuing  need  for  ordinary,  routine  maintenance  and  repairs.

     4.12     Leases.  Schedule  1.16  contains an accurate and complete list of
              ------
all  Leases.  The Leases constitute valid and legally binding obligations of the
Company  and  are  enforceable  in  accordance  with their terms, subject to the
effect  of  bankruptcy,  insolvency, moratorium, or other similar laws affecting
the enforcement of creditors' rights generally and except as the availability of
equitable  remedies  may be limited by general principles of equity, and none of
the  Leases  will  be  affected  by,  or  terminate  or  lapse by reason of, the
transactions contemplated by this Agreement.  The Company is not in default, and
the  Company  has  not received notice of any asserted default, under any Lease.

     4.13     No Litigation.   Except as set forth in Schedule 4.13, there is no
              -------------
litigation,  arbitration  proceeding,  governmental  investigation,  citation or
action  of  any  kind pending, proposed or threatened against the Company or any
Shareholder  relating  to  this  Agreement,  the  Assets,  the  Business  or the
transactions  contemplated  herein,  and  there  is no writ, injunction, decree,
order  or  judgment  outstanding,  nor any lawsuit, claim, proceeding, citation,
directive,  summons  or  investigation,  pending  or threatened, relating to the
ownership,  use or maintenance of the Assets or the operation of the Business by
the  Company.


                                       18
<PAGE>
     4.14     Compliance  with  Law.  To  the  best of the Shareholders' and the
              ---------------------
Company's knowledge, except as specified in Schedule 4.14, the Company's conduct
of the Business and ownership and/or use of the Assets do not materially violate
or conflict with any Law.  The Permits described in Schedule 1.21 (i) constitute
all  permits, licenses and governmental agency authorizations, registrations and
approvals  required  for  the  Company  to  own  and/or use the Assets and/or to
conduct  the  Business,  (ii)  are in full force and effect, and (iii) are being
complied  with  in  all  material  respects.

     4.15     Taxes.  The  Company  has  filed  all  required  tax  returns  and
              -----
reports,  including  but  not  limited  to  state,  local and federal income tax
returns,  payroll  tax  reports  and real and personal property tax reports, and
have  paid  all  taxes  shown  thereby to be due and payable. Copies of all such
returns and reports for all open tax years have been delivered or made available
to  the Buyer prior to the date of this Agreement.  The Company has paid (or has
made  adequate provision for and will timely pay) all taxes (including additions
to  taxes,  penalties and interest), withholdings and other governmental charges
the nonpayment of which could materially adversely affect any of the Assets, the
use  of the Assets, or the conduct of the Business or could cause the Company to
incur  a material liability.  No taxing authority has asserted any claim for the
assessment of any such tax liability, withholding or other governmental charges,
nor  is  any  governmental entity presently engaged in an audit of the Company's
tax  returns, nor, to the best of the Shareholders' and the Company's knowledge,
about  to  engage  in  such  an  audit.

     4.16     Contracts.  Schedule  1.11  contains a list of all Contracts and a
              ---------
brief  description  of the subject matter of each such Contract.  The Company is
not  in  material  breach  or violation of, or in default under, and there is no


                                       19
<PAGE>
valid  basis  for  a claim of material breach or violation of, or default under,
any  such  Contract,  and  no  event has occurred which constitutes or, with the
lapse  of time or the giving of notice or both, would constitute such a material
breach  or  violation  or default by the Company, or any other party thereto. No
party  to  any Contract has given notice of its intention to cancel or terminate
any  such  Contract.  None of the rights of the Company under the Contracts will
be  materially  impaired  by  the  delivery,  execution  and performance of this
Agreement.

     4.17     ERISA  Matters  and  Employees.  Schedule 4.17A contains a list of
              ------------------------------
every  pension,  profit sharing, option, other incentive plan, or any other type
of  employee benefit plan (as defined in Section 3(3) of the Employee Retirement
Income  Security  Act  of 1974) which the Company has or contributes to, and any
obligation  of  the  Company  to,  or customary arrangement by the Company with,
employees for bonuses, incentive compensation, or severance pay.  Schedule 4.17B
hereto  contains  a list of the Company's employees with current salary (or rate
of  pay)  and  other  compensation  now  paid  by  the Company to each employee,
including a description of any increase scheduled to be effective after the date
of  this  Agreement.

     4.18     Insurance.  Schedule  4.18  hereto contains a complete and correct
              ---------
list  of  all  insurance  policies, of any kind, held by the Company.  Each such
policy  is  valid  and enforceable, and all premiums and other payments due from
the  Company on account of any such policy have been paid and there is no act or
failure  to  act  which  has  or  might  cause any such policy to be canceled or
terminated.

     4.19     No  Brokers'  or  Finders'  Fees.  Neither  the  Company  nor  any
              --------------------------------
Shareholder  is  committed to any liability for any brokers' or finders' fees or
any  similar  fees  in  connection  with  the  transactions contemplated by this
Agreement.  Neither  the  Company  nor  any  Shareholder  has  had any dealings,
negotiations  or  communications  with  any  broker  or  other  intermediary  in
connection  with  the  transactions  contemplated  by  this  Agreement.


                                       20
<PAGE>
     4.20     Liens.  Except  as  set  forth  on  Schedule  4.20, at Closing the
              -----
Company  will have good and marketable title to all of the Assets and the Assets
will  not  be  subject  to  any  liens.

     4.21     Questionable  Payments.  Neither  the  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  payment  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 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 (viii) 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.

     4.22     Bank  Accounts.  Schedule 4.22 shall list the names and address of
              --------------
every  bank  and  other  financial institution in which the 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.


                                       21
<PAGE>
     4.23     Quarterly  Reports.  Schedule  4.23 shall consist of copies of the
              ------------------
quarterly  reports  of the gaming operations of the Business for the most recent
six  month  period  which  have been filed with the South Carolina Department of
Revenue.

     4.24     Lack  of  Restrictions.  Except  as  set  forth  on  Schedule 4.24
              ----------------------
hereto, no real property owned, leased or used by the Company in connection with
the  Business  lies  in  an area which is, or to the knowledge of the Company or
Shareholders,  will  be,  subject  to  zoning, use or building code restrictions
which  would prohibit, and the 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 in the
Business.

                                    ARTICLE V
                                    ---------

               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
               --------------------------------------------------

     The  Shareholders,  with  respect  to  themselves  and  their  obligations
hereunder,  hereby  represent  and  warrant  to  the  Buyer:

     5.1      Ownership  of  Shares;  Title.  Each  Shareholder  is the owner of
              -----------------------------
record  and  beneficially  of  the  Shares he is selling hereunder, as listed on
Schedule  5.1.  Each Shareholder has good and marketable title to his respective
Shares,  free and clear of all Liens.  No Shareholder has received notice of any
adverse  claim  to  the  ownership  of the Shares by the respective Shareholder.
There  is  no  security,  option, warrant, right, call, subscription, agreement,
conversion  or  exchange,  commitment or understanding of any nature whatsoever,
fixed  or  contingent,  that  directly  or  indirectly  affects  the  Shares.

     5.2     Authorization;  Enforceability.  Each Shareholder has the power and
             ------------------------------
authority  and  has full legal capacity and is competent to execute, deliver and


                                       22
<PAGE>
perform  his  obligations  under this Agreement and each of the other documents,
instruments  and  agreements  contemplated  hereby  to  which he is or will be a
party.  This  Agreement  has  been,  and  the  other  documents  and instruments
required hereby to which each Shareholder will be a party will be, duly executed
and  delivered  by each Shareholder, and when duly executed and delivered by the
other  parties  hereto and thereto (assuming such documents and instruments will
be  valid  and  binding  obligations  of  such  other  parties)  will  be  each
Shareholder's  valid  and  binding  obligations,  enforceable  against  him  in
accordance  with  their  respective  terms, subject to the effect of bankruptcy,
insolvency,  moratorium,  or  other  similar  laws  affecting the enforcement of
creditors' rights generally and except as the availability of equitable remedies
may  be  limited  by  general  principles  of  equity.

     5.3     No  Conflict  or  Violation.  With  respect  to  each  Shareholder,
             ---------------------------
neither the execution and delivery of this Agreement by him nor the consummation
of the transactions contemplated hereby will result in (a) a violation by him of
any  Law,  judgment,  order  or  decree binding upon him or any event which with
notice, lapse of time, or both, would result in any such violation, (b) a breach
of,  default  under,  or  conflict  with,  any material term or provision of, or
permission  to  modify,  terminate  or  accelerate, any Contract, Lease or other
agreement  or  instrument,  or  obligation thereunder, to which the Company is a
party  and  which  is  applicable to him or any of his assets, or an event which
with notice, lapse of time, or both, would result in any such breach or default,
or  (c)  the  creation  of  any lien upon, or result in any person obtaining any
right  to  acquire  any  of  his  properties,  assets  or  rights.

                                   ARTICLE VI
                                   ----------

             REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE SUB
             -------------------------------------------------------

     The  Buyer  and the Sub hereby represent and warrant to the Shareholders as
follows:


                                       23
<PAGE>
     6.1     Organization of Buyer.  The Buyer and the Sub are corporations duly
             ---------------------
organized  and validly existing and in good standing under the laws of the State
of  Delaware  and  the  State  of  South  Carolina,  respectively,  and have the
requisite corporate power and authority to enter into this Agreement and perform
their  obligations  hereunder.

     6.2     Authorization;  Enforceability.  Each of the Buyer and the Sub have
             ------------------------------
the requisite corporate power and authority to execute, deliver and perform this
Agreement  and  each  of  the documents, instruments and agreements contemplated
hereby  to  which  the  Buyer and the Sub are or will be a party, and to perform
their  obligations  hereunder  or  thereunder.  The  execution,  delivery  and
performance  of  this Agreement and each of the other documents, instruments and
agreements  contemplated  hereby  and  the  consummation  of  the  transactions
contemplated  hereby  and  thereby have been duly authorized and approved by all
necessary  corporate action on the part of the Buyer and the Sub, and no further
approvals on the part of the Buyer and the Sub are required.  This Agreement has
been, and the other documents and instruments required hereby to which the Buyer
and  the  Sub  will be a party will be, duly executed and delivered by the Buyer
and  the  Sub,  and when duly executed and delivered by the other parties hereto
and  thereto  (assuming such documents and instruments will be valid and binding
obligations  of such other parties) will be the valid and binding obligations of
the  Buyer  and the Sub, enforceable against the Buyer and the Sub in accordance
with  their  respective  terms, subject to the effect of bankruptcy, insolvency,
moratorium, or other similar laws affecting the enforcement of creditors' rights
generally and except as the availability of equitable remedies may be limited by
general  principles  of  equity.

     6.3     No  Conflict  or  Violation.  Neither the execution and delivery of
             ---------------------------
this  Agreement  and  each  of  the  documents,  instruments  and  agreements
contemplated  hereby  by  the  Buyer  or  the  Sub  nor  the consummation of the
transactions  contemplated hereby and thereby will result in (a) a violation of,


                                       24
<PAGE>
or  a conflict with, any provision of the Articles of Incorporation or Bylaws of
the  Buyer  or the Sub, (b) a violation by the Buyer or the Sub of any judgment,
order  or decree binding on the Buyer or the Sub, (c) to the best of the Buyer's
and  the  Sub's knowledge, a violation by the Buyer or the Sub of any Law or the
occurrence  of any event which with notice, lapse of time, or both, would result
in  the  violation of any Law, judgment, order or decree binding on the Buyer or
the  Sub, or (d) a breach of, default under, or conflict with, any material term
or  provision  of,  or  permission  to  modify,  terminate,  or  accelerate, any
contract,  lease, mortgage, deed of trust, indenture, permit, license, franchise
or  commitment  or  other  agreement  or  instrument,  or obligation thereunder,
applicable  to  the Buyer or the Sub, the business or any of their assets, or an
event  which  with  notice,  lapse  of  time,  or both, would result in any such
breach,  default,  or  conflict.

     6.4     No  Litigation  or Consents.  Except as set forth on Schedule 6.4A,
             ---------------------------
there  is  no  litigation,  arbitration  proceeding, governmental investigation,
citation or action of any kind pending, proposed or threatened against the Buyer
or  the  Sub  with  respect  to  any  transaction in the Buyer's securities, the
transactions  contemplated  by  this Agreement, or the business or assets of the
Buyer or the Sub.  Except as set forth on Schedule 6.4B, no consent of any other
Person  and  no  consent,  Permit,  approval  or authorization of, exemption by,
notice  or  report  to,  or  registration,  filing  or  declaration  with,  any
governmental  authority  is  required by the Buyer or the Sub in connection with
the  execution,  delivery,  performance,  validity  or  enforceability  of  this
Agreement  and  the  transactions  contemplated  herein.

     6.5     No  Brokers'  or  Finders'  Fees.  Neither  Buyer  nor  the  Sub is
             --------------------------------
committed to any liability for any brokers' or finders' fees or any similar fees
in  connection  with the transactions contemplated by this Agreement.  The Buyer
and  the  Sub have not had any dealings, negotiations or communications with any
broker or other intermediary in connection with the transactions contemplated by
this  Agreement.


                                       25
<PAGE>
     6.6     ABG Common Stock.  The issuance and delivery by the Buyer 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 the Buyer.  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.

     6.7     Registered  Stock.  One  hundred fifty thousand (150,000) shares of
             -----------------
the  ABG  Common Stock (the "Registered Shares") to be issued in connection with
the  transactions  contemplated  by this Agreement have been registered with the
SEC on a registration statement on Form S-3 (the "Registration Statement").  The
Buyer is eligible to use Form S-3, Form S-3 is the proper registration statement
to  be  used  for  this  transaction,  and  Form  S-3  is being used properly in
connection  with this transaction.  The Registration Statement has been declared
effective  under the Securities Act of 1933, as amended, and is not subject to a
stop order or threatened stop order.  All necessary qualifications or exemptions
under applicable state securities laws related to the issuance of the Registered
Shares by Buyer to Shareholders in connection with the transactions contemplated
by  this  Agreement,  have  been obtained and are in full force and effect.  The
Registered  Shares  to  be  issued  pursuant  to  this  Agreement will be freely
transferable  under  federal  securities  laws  by  the  Shareholders.

     6.8     Compliance  with  Securities Laws.  The Buyer has filed in a timely
             ---------------------------------
manner  all reports and other documents required to be filed by it with the SEC.
All  of  these  reports and documents, as of their respective dates, complied in
all  material  respects  with  all  applicable  statutes,  rules and regulations
enforced  or  promulgated  by  the SEC.  As of their respective dates of filing,
none  of  the  SEC  reports, including, but not limited to, the Annual Report on
Form  10-KSB  for  the fiscal year ended December 31, 1996, contained any untrue
statement  of a material fact or omitted to state any material fact necessary to
make  the  statements  therein  not  misleading.


                                       26
<PAGE>
     6.9     Rule  144.  The  Buyer  recognizes  that  some  or  all  of  the
             ---------
Shareholders  may  be  deemed to be an "affiliate" of the Buyer, as that term is
defined  in Rule 144 of the Securities Act of 1933, and that as an "affiliate" a
Shareholder would be subject to restrictions and limitations imposed by Rule 144
in  the  event  the  Shareholder  decided  to  sell any of the ABG Common Stock.
Furthermore, even if none of the Shareholders are deemed to be an "affiliate" of
the  Buyer  under  Rule  144, the Buyer recognizes that the Shareholders will be
subject  to  restrictions  and  limitations imposed by Rule 144 in the event any
Shareholder decides to sell any of the Unregistered Shares, and the Shareholders
may  be subject to restrictions and limitations imposed by Rule 145 in the event
any  Shareholder  decides  to  sell  any of the Registered Shares.  Accordingly,
Buyer agrees to timely file all reports and other documents required to be filed
by  it  with  the  SEC and to take such other action as is required from time to
time  to  ensure that the Shareholders are able to sell the shares of ABG Common
Stock  issued  to them in compliance with the provisions of Rule 144 or Rule 145
(as  in  effect  at  the  time  of  any  proposed  sale),  if  applicable.

     6.10     Restrictions  on  Disposition  of  Shares.  Eight  hundred  fifty
              -----------------------------------------
thousand (850,000) shares of the ABG Common Stock (the "Unregistered Shares") 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,  and  may  be resold by the Shareholders only after registration under the
Securities  Act  of  1933,  or under an available exemption, or pursuant to Rule
144.  The  Shareholders  agree that the Unregistered Shares will not be disposed
of  except  (i)  pursuant  to  an  effective  registration  statement  under the
Securities  Act  of  1933, or (ii) in any other transaction which is exempt from


                                       27
<PAGE>
registration  under  the  Securities Act of 1933 or the rules and regulations of
the  SEC  promulgated  thereunder.  Each  Shareholder further agrees (i) that no
such  sale,  conveyance  or  disposition  of  his  allocated  portion  of  the
Unregistered  Shares  shall  occur  for  a  period  of  twelve (12) months after
Closing,  (ii) that no more than one-third (1/3) of his allocated portion of the
Unregistered  Shares  shall  be  sold  during  the  period  between  the  first
anniversary  and  the  second  anniversary  of  Closing, (iii) that no more than
one-third  (1/3)  of  his  allocated portion of the Unregistered Shares shall be
sold  during the period between the second anniversary and the third anniversary
of  Closing, and (iv) that no more than one-third (1/3) of his allocated portion
of  the  Unregistered  Shares  shall be sold during the period between the third
anniversary  and  the  fourth  anniversary  of  Closing; provided, however, this
annual  limitation  on  sales  of the Unregistered Shares shall not apply in the
event  (i)  the  Buyer  is the subject of an acquisition pursuant to any merger,
stock  exchange,  stock  purchase,  consolidation, tender offer or other type of
similar  transaction, or  (ii) the Buyer extends an offer to its shareholders to
repurchase  shares of its common stock.  In order to effectuate the covenants of
this  subsection,  an  appropriate  legend  will  be  placed  upon  each  of the
certificates  of  stock  at the time of distribution of such Unregistered Shares
pursuant  to this Agreement, 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.

     6.11     Evidence  of  Compliance  with  Private  Offering  Exception.  The
              ------------------------------------------------------------
Shareholders will agree to provide such reasonable evidence as counsel for Buyer
may request in order to evidence the private offering nature of the distribution
of  the  Unregistered  Shares  received  pursuant  to  this  Agreement.


                                       28
<PAGE>
                                   ARTICLE VII
                                   -----------

                       CERTAIN MATTERS PENDING THE CLOSING
                       -----------------------------------

     The  Shareholders,  the  Company, the Buyer and the Sub each covenants with
the  others  as  follows for the period from the date hereof through the Closing
Date:

     7.1     Maintenance  of the Company and the Business Prior to Closing.  The
             -------------------------------------------------------------
Shareholders  shall  use their best efforts to continue to carry on the Business
in  the  ordinary course and in accordance with past practice, and will not take
any  action inconsistent therewith or with the consummation of Closing.  Without
limiting  the  generality  of  the foregoing, the Shareholders shall, absent the
written  consent of the Buyer, which consent shall not be unreasonably withheld,
(a)  maintain  the  Assets  in  substantially  their  current  state  of repair,
excepting  normal  wear  and  tear;  (b)  use all reasonable efforts to preserve
intact  the  relationships  with  all  Persons having business dealings with the
Company;  (c)  not  enter  into  or  agree  to  enter into any material purchase
commitment for Fixtures and Equipment or supplies, except in the ordinary course
of  business;  (d) not authorize, declare, pay or effect any dividend in respect
of  the  Company's capital stock, except as noted on Schedule 7.1; (e) not enter
into or agree to enter into any material contract without amending Schedule 1.11
and  providing  the  Buyer with a copy of the revised Schedule 1.11 within seven
days  after  entering  into such a contract; (f) not amend or agree to amend the
Company's  Articles of Incorporation or Bylaws or merge with or consolidate into
any  other  entity;  (g) not sell, pledge or acquire or agree to sell, pledge or
acquire  any shares of capital stock or other securities of the Company; (h) not
grant or enter into any options, warrants, calls or commitments of any kind with
respect to the Company's capital stock; (i) not make or agree to make any single
capital  expenditure  or  commitment  in excess of $20,000 nor aggregate capital
expenditure  or  commitment in excess of $50,000; and (j) not borrow or agree to
borrow  any  funds  or  incur  or  agree to incur, whether directly or by way of
guarantee  or otherwise, any indebtedness, obligation or liability or enter into
any  other  material  transaction  except  in  the  ordinary course of business.


                                       29
<PAGE>
     7.2     Cooperation.  The  Company, the Shareholders, the Buyer and the Sub
             -----------
shall  use  their  best  efforts  to cause the transactions contemplated by this
Agreement  to  be consummated.  The Company and the Shareholders shall use their
best  efforts  to obtain all consents and authorizations of third parties and to
make  all  filings  with  and  give  all  notices  to third parties which may be
necessary  or  reasonably  required  in  order  to  effect  the  transactions
contemplated  hereby.

     7.3     Compliance  with  Law.  The  Company  and  the  Shareholders  shall
             ---------------------
continue  to  conduct  the Business and to use the Assets in compliance with all
applicable Laws, and all orders of any court or of any federal, state, municipal
or  other  governmental  department,  noncompliance  with  which  could  cause a
material  adverse  change  in  the  Assets  or  the  Business.

     7.4     Registration  Statement.  The  Buyer  shall take all other required
             -----------------------
action  to  ensure  that  on  the  Closing  Date the Registered Shares issued in
connection  with  the transactions contemplated by this Agreement will be freely
transferable  by  the  Shareholders.

     7.5     Listing  Application.  The Buyer shall prepare and submit to NASDAQ
             --------------------
a  listing  application  covering  the  ABG  Common Stock and shall use its best
efforts to obtain approval for the listing of the ABG Common Stock upon official
notice  of  issuance.

     7.6     Articles  of Merger and Plan of Merger.  Prior to the Closing Date,
             --------------------------------------
the  Shareholders  and  the  Buyer  shall prepare Articles of Merger and Plan of
Merger  reflecting  the  terms  of  the Merger, which Articles of Merger will be
filed  with  the  Secretary  of  State  of South Carolina on the Closing Date to
effectuate  the  Merger.


                                       30
<PAGE>
                                  ARTICLE VIII
                                  ------------

        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER AND THE SUB
        ----------------------------------------------------------------

     Each  and  every obligation of the Buyer and the Sub to be performed on the
Closing  Date shall be subject to the satisfaction prior to or at the Closing of
the  following  express  conditions  precedent:

     8.1     Compliance  with Agreement.  The Company and the Shareholders shall
             --------------------------
have  performed  and  complied  in  all  material  respects  with  all  of their
respective obligations under this Agreement that are to be performed or complied
with  by  them  prior  to  or  on  the  Closing  Date.

     8.2     Proceedings  and  Instruments  Satisfactory.  All  proceedings,
             -------------------------------------------
corporate  or  other,  to  be  taken  by  the  Company  and  the Shareholders in
connection  with  the  transactions  contemplated  by  this  Agreement,  and all
documents  incident  thereto,  shall  be  reasonably  satisfactory  in  form and
substance  to  the  Buyer,  the  Sub  and their counsel, and the Company and the
Shareholders  shall  have  made  available  to  the  Buyer  for  examination the
originals  or  true  and  correct  copies  of  all  documents that the Buyer may
reasonably  request  in  connection  with  the transactions contemplated by this
Agreement.

     8.3     Employment  Agreement.  The  Buyer  shall  have  received from each
             ---------------------
Shareholder an executed employment agreement in substantially the form set forth
in  Exhibit  8.3.

     8.4     No  Adverse  Change.  There  shall  have  been  no material adverse
             -------------------
change in the Business, Assets, operations or condition (financial or otherwise)
of  the  Company  between  the  date  hereof  and  the  Closing  Date.

     8.5     No  Litigation.  No  investigation,  suit,  charge, action or other
             --------------
proceeding  shall  be  threatened  or  pending  before any court or governmental
agency  that seeks restraint, prohibition, damages or other relief in connection
with this Agreement or the consummation of the transactions contemplated hereby,


                                       31
<PAGE>
or  which  seeks  to  obtain,  establish  or  impose  any interest in or lien or
encumbrance  upon  any  of the Assets, or which, if successful, would materially
impair  operation  of  the  Business  or the financial condition of the Company.

     8.6     Representations  and Warranties.  All Schedules referred to in this
             -------------------------------
Agreement  which  contain  or  should  contain  information  concerning  the
Shareholders  or  the Company shall have been fully and accurately completed and
provided  to the Buyer for attachment to this Agreement; and the representations
and  warranties  made  by the Company and the Shareholders in this Agreement and
the Schedules attached hereto shall be true and correct in all material respects
as  of  the  Closing  Date  with  the  same  force  and  effect  as  though such
representations  and  warranties  had  been  made  on  the  Closing  Date.

     8.7     Consents.  Except  as  set  forth  in  Schedule  4.6, all consents,
             --------
approvals  and waivers from third parties and governmental authorities and other
parties  necessary  (a) to permit the Shareholders to transfer the Shares to the
Buyer,  free  and  clear  of  all  Liens;  (b)  to  consummate  the transactions
contemplated  hereby; and (c) to allow the Company to operate the Business after
the  Closing  Date  shall  have  been  obtained  by  the  Buyer.

     8.8     Deliveries at Closing.  The Company and the Shareholders shall have
             ---------------------
delivered,  or cause to be delivered, to the Buyer the following documents, each
properly  executed  and  dated as of the Closing Date: (a) the Company's and the
Shareholders'  Closing Certificate; (b) certificates evidencing the Shares, duly
endorsed in blank for transfer or accompanied by duly executed stock powers; and
(c)  such  other  documents  as  the  Buyer  may  reasonably  request.

     8.9     No  Termination  Under  Article  III.  Buyer  shall  not have given
             ------------------------------------
timely  notice  of termination of this Agreement pursuant to Article III hereof.


                                       32
<PAGE>
                                   ARTICLE IX
                                   ----------

                     CONDITIONS PRECEDENT TO THE OBLIGATIONS
                     ---------------------------------------

                       OF THE SHAREHOLDERS AND THE COMPANY
                       -----------------------------------

     Each  and  every  obligation  of  the  Shareholders  and  the Company to be
performed  on  the Closing Date shall be subject to the satisfaction prior to or
at  the  Closing  of  the  following  express  conditions  precedent:

     9.1     Compliance  with  Agreement.  The  Buyer  and  the  Sub  shall have
             ---------------------------
performed  and  complied  in all material respects with all of their obligations
under  this Agreement that are to be performed or complied with by them prior to
or  on  the  Closing  Date.

     9.2     Proceedings  and  Instruments  Satisfactory.  All  proceedings,
             -------------------------------------------
corporate  or other, to be taken by the Buyer and the Sub in connection with the
transactions contemplated by this Agreement, and all documents incident thereto,
shall  be reasonably satisfactory in form and substance to the Shareholders, the
Company  and  their  counsel  and  the  Buyer  shall  have made available to the
Shareholders  for  examination  the  originals or true and correct copies of all
documents  that  any  Shareholder  may reasonably request in connection with the
transactions  contemplated  by  this  Agreement.

     9.3     Employment  Agreement.  The Buyer shall have executed an employment
             ---------------------
agreement  for  each  Shareholder in substantially the form set forth in Exhibit
8.3.

     9.4     No  Adverse  Change.  There  shall  have  been  no material adverse
             -------------------
change in the operation or condition (financial or otherwise) of the Buyer or in
the  value of the ABG Common Stock between the date hereof and the Closing Date.

     9.5     No  Litigation.  No investigation, suit, action or other proceeding
             --------------
shall  be  threatened  or  pending  before any court or governmental agency that
seeks  restraint,  prohibition,  damages or other relief in connection with this
Agreement  or  the  consummation  of  the  transactions  contemplated  hereby.


                                       33
<PAGE>
     9.6     Representations  and Warranties.  All Schedules referred to in this
             -------------------------------
Agreement  which  contain  or should contain information concerning the Buyer or
the  Sub  shall  have  been  fully  and accurately completed and provided to the
Shareholders  and  the  Company  for  attachment  to  this  Agreement;  and  the
representations  and  warranties made by the Buyer and the Sub in this Agreement
and  the  Schedules  attached  hereto  shall be true and correct in all material
respects  as  of  the Closing Date with the same force and effect as though such
representations  and  warranties  had  been  made  on  the  Closing  Date.

     9.7     Consents.  All  consents,  approvals  and waivers from governmental
             --------
authorities  and  other parties necessary to permit the Shareholders to transfer
the  Shares  to the Buyer as contemplated hereby shall have been obtained by the
Buyer.

     9.8     Registration  Statement.  The  Registration  Statement  for  the
             -----------------------
Registered  Shares  shall  be  effective  and  not  subject  to  a stop order or
threatened  stop  order.  All  necessary  qualifications  or  exemptions  under
applicable  state  securities laws shall have been obtained and be in full force
and  effect.

     9.9     Approval  for  Listing.  Buyer  shall  have  filed  the  necessary
             ----------------------
documentation  to  list  the  ABG  Common  Stock  to  be issued pursuant to this
Agreement  on  NASDAQ.

     9.10     Deliveries  at  Closing.  The  Buyer  shall  have delivered to the
              -----------------------
Shareholders the following documents, each properly executed and dated as of the
Closing Date:  (a) the Merger Consideration in the form of ABG Common Stock; (b)
the  Buyer's  and Sub's Closing Certificate; (c) certified corporate resolutions
of  the  board  of directors of the Buyer and the Sub approving the transactions


                                       34
<PAGE>
contemplated by this Agreement; and (d) such other documents as the Shareholders
may  reasonably  request.

                                    ARTICLE X
                                    ---------

           SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
           -----------------------------------------------------------

     10.1     Survival  of  Representations  and  Warranties.  All  of  the
              ----------------------------------------------
representations  and  warranties  contained  in this Agreement shall survive the
consummation  of  the  transactions  contemplated  by  this  Agreement.

     10.2     Indemnification.
              ---------------

     (a)     The  Shareholders  hereby  agree  to  indemnify,  defend  and  hold
harmless  the  Buyer  and  the Sub from and against any and all damages, losses,
expenses,  claims  or other liabilities, including without limitation reasonable
attorneys'  fees,  incurred  by  the  Buyer  or the Sub as a result, directly or
indirectly,  of  any  breach,  violation  or  nonfulfillment  of  any  covenant,
representation,  warranty or other provision of this Agreement, or any agreement
executed  in connection with the transactions contemplated by this Agreement, or
any  misrepresentation or omission with respect to any covenant, representation,
warranty  or other provision of this Agreement, on the part of the Shareholders.
The  Buyer  and  the Sub hereby agree to indemnify, defend and hold harmless the
Shareholders  from and against any and all damages, losses, expenses, claims, or
other  liabilities,  including  without  limitation  reasonable attorneys' fees,
incurred  by any Shareholder as a result, directly or indirectly, of any breach,
violation  or  nonfulfillment of any covenant, representation, warranty or other
provision  of  this  Agreement, or any agreement executed in connection with the
transactions  contemplated  by  this  Agreement,  or  any  misrepresentation  or
omission  with  respect  to  any  covenant,  representation,  warranty  or other
provision  of  this  Agreement,  on  the  part  of  the  Buyer  or  the  Sub.


                                       35
<PAGE>
     (b)     Should any claim be made by a person not a party to this Agreement,
with  respect  to any matter to which the foregoing indemnity relates, the party
against  whom  such  claim  is  asserted  (the  "Indemnified  Party"),  within a
reasonable  period  of  time,  shall give written notice to the other party (the
"Indemnifying  Party")  of  any  such  claim,  and  the Indemnifying Party shall
thereafter  defend  or  settle  any  such claim, at its sole expense, on its own
behalf  and with counsel of its own selection.  In such defense or settlement of
any claims, the Indemnified Party shall cooperate with the Indemnifying Party to
the maximum extent reasonably possible.  Any payment resulting from such defense
or  settlement, together with the total expense thereof, shall be binding on the
Buyer,  the  Company  and  the  Shareholders.

     (c)     Notwithstanding  the  foregoing provisions of this Section 10.2, no
party  shall  be  liable  to  indemnify  the  other  until  the  total  of  all
indemnifiable  losses,  liabilities,  damages,  costs,  or  expenses  for  which
indemnification would otherwise be required, equals or exceeds $25,000.  At such
time  as  the  aggregate  indemnifiable  losses, liabilities, damages, costs and
expenses  have  exceeded this threshold amount, the Indemnifying Party shall pay
all  such  excess  amounts  as  provided  herein.

                                   ARTICLE XI

                            NON-COMPETITION AGREEMENT
                            -------------------------

     11.1   Shareholders' Covenants.  Except as set forth on Schedule 11.1, each
            -----------------------
Shareholder  covenants  and  agrees  that:

               (a)      Such  Shareholder  shall  not,  directly  or indirectly,
within  the  Territory during the Restricted Period, promote, operate, manage or
conduct  any bingo game or related gaming business permitted under the terms and
conditions  of  any bingo license issued by the State of South Carolina or under
any  other  state or federal law or authority, or operate any video game machine
or  other  gaming machine or device (such games and game machines being referred
to  herein  as  "Games").


                                       36
<PAGE>
             (b)     Further,  such  Shareholder  shall  not,  directly  or
indirectly,  within  the Territory during the Restricted Period, solicit or sell
for,  own,  or  acquire  any  interest  in,  either  directly or indirectly, any
corporation,  partnership,  limited  partnership,  or  other  entity,  or become
engaged by, act as landlord to, or as agent or consultant for, do business with,
manage,  operate,  control,  be employed by, participate in, or be connected, in
any  manner  with,  or  in  any  manner  assist,  any other person, corporation,
partnership  or  other  entity  engaged in the business of promoting, operating,
managing  or  conducting  Games.

     11.2     Restricted  Period.  For  the  purpose  of  this  Agreement,  the
              ------------------
"Restricted  Period"  means  the  period  commencing  with  the  date hereof and
continuing  until  three  years  thereafter.

     11.3     Territory.  For  purposes  of this Agreement the "Territory" shall
              ---------
mean:  (i)  with  regard to any activities described in Section 11.1 above which
are  conducted  under  a Class B or Class C bingo license (or equivalent thereof
under  any  future law) issued by the State of South Carolina or under any other
state  or  federal law or authority, the area within a fifty (50) mile radius of
any  bingo facility then owned by Company, Buyer or any subsidiary of Buyer, and
(ii)  with  regard  to  any activities described in Section 11.1 above which are
conducted under any Class A license (or equivalent thereof under any future law)
issued by the State of South Carolina or under any other state or federal law or
authority,  the  area  within  a one hundred (100) mile radius of any bingo game
facility  then  owned  by Company, Buyer, or any subsidiary of Buyer;  and (iii)
with  regard  to  video game facilities, the area within a twenty-five (25) mile
radius  of  any  bingo,  video  poker  or  video game facility then owned by the
Company,  Buyer,  or  any  subsidiary  of  Buyer.


                                       37
<PAGE>
     11.4     Enforcement.  In  the  event  of  a  breach by either party of the
              -----------
provisions  of this Agreement, the non-breaching party, in addition to any other
remedies  it  may  have  at law or under this Agreement, shall be entitled to an
injunction  restraining  the  breaching  party  from  violating  or continuing a
violation  of  the  terms  of  this  Article  XI.

                                   ARTICLE XII
                                   -----------

                               REGISTRATION RIGHTS
                               -------------------

     12.1     Piggyback  Registration.  If  at any time after December 31, 1998,
              -----------------------
or  from  time  to time thereafter, the Buyer shall determine to register any of
its  securities  under the Securities Act of 1933, either for its own account or
the  account  of a shareholder, pursuant to an underwritten public offering, the
Buyer  shall  (a)  promptly give to each Shareholder written notice thereof, and
(b) include in such registration and in any underwriting involved therein, up to
one-sixth  (1/6)  of  each  Shareholder's  Unregistered Shares as specified in a
written  request  or  requests  of  a  Shareholder made within thirty days after
receipt  by  the  Shareholder  of  such  written  notice  from  the  Buyer.

     12.2     Limitations  on  Registration.  If the underwriter determines that
              -----------------------------
marketing  factors  require  a  limitation  of  the  number  of  shares  to  be
underwritten,  the underwriter may limit the number of Unregistered Shares to be
included  in  the  registration  and  underwriting;  provided, however, that the
underwriter  may  not  limit  the amount of Unregistered Shares included in such
registration  and underwriting to less than an amount equal to five percent (5%)
of the amount of all of the Buyer's securities included within such registration
and  underwriting.  If  any  Shareholder  disapproves  of  the terms of any such
underwriting,  he may elect to withdraw therefrom by written notice to the Buyer
and  the  underwriter.

     12.3     Delay  or  Cancellation of Registration.     If, at any time after
              ---------------------------------------
giving  the Shareholders written notice of the Buyer's intention to register any
of its securities, and prior to the effective date of the registration statement


                                       38
<PAGE>
filed  in  connection  with such registration, the Buyer shall determine for any
reason  not  to register or to delay the registration, at its sole election, the
Buyer  may  give  written  notice  of such determination to the Shareholders and
thereupon  shall  be  relieved  of  its  obligation to register the Unregistered
Shares  in connection with such registration (but not from its obligation to pay
registration  expenses  in  connection therewith or to register the Unregistered
Shares  in  a  subsequent  registration).

     12.4     Expenses.     All  expenses  incurred  in  connection  with  any
              --------
registration,  qualification  or  compliance  pursuant  to  this  Article  XII,
including  without limitation, all registration, filing, and qualification fees,
printing expenses, fees and disbursements of counsel for the Buyer, and expenses
of  any  special audits incidental to or required by such registration, shall be
borne  by  the  Buyer; provided, however, the Buyer shall not be required to pay
underwriters'  fees,  discounts,  or  commissions  relating  to the Unregistered
Shares.

                                  ARTICLE XIII
                                  ------------

                                  MISCELLANEOUS
                                  -------------

     13.1     Books  and Records.  Each party agrees that it will cooperate with
              ------------------
and  make  available  to  the  other  parties, during normal business hours, all
books,  records  and  information  retained and remaining in existence after the
Closing  Date  which  are necessary or useful in connection with any tax filing,
inquiry, audit, investigation or dispute, any litigation or investigation or any
other  matter  requiring  any  such  books,  records  or information.  The party
requesting  any  such  books, records or information shall bear all of the other
parties' out-of-pocket costs and expenses reasonably incurred in connection with
providing  such  books,  records  and  information.

     13.2     Further  Assurances.  Both before and after the Closing Date, each
              -------------------
party will cooperate in good faith with the other parties and, from time to time


                                       39
<PAGE>
as requested by the other party or parties, will take all appropriate action and
execute  all  documents  which  may  be  necessary  to  carry  out  any  of  the
transactions  contemplated hereunder more effectively, all at the expense of the
requesting  party  unless  arising  out  of  a default of the cooperating party.

     13.3     Entire  Agreement;  Amendment.  This  Agreement  constitutes  the
              -----------------------------
entire  agreement among the parties pertaining to the subject matter hereof, and
supersedes  all  prior  and  contemporaneous  agreements,  understandings,
negotiations  and discussions of the parties, whether oral or written, and there
are  no  warranties,  representations  or  other agreements among the parties in
connection  with  the  subject  matter  hereof, except as specifically set forth
herein  or  therein.  No  amendment,  supplement,  modification,  waiver  or
termination of this Agreement shall be binding unless executed in writing by the
party to be bound thereby.  No waiver of any of the provisions of this Agreement
shall  be  deemed  or  shall  constitute a waiver of any other provision of this
Agreement, whether or not similar, nor shall such waiver constitute a continuing
waiver  unless  otherwise  expressly  provided.

     13.4     Expenses.  Each  party hereto shall bear its own fees and expenses
              --------
of  its  counsel,  accountants and other experts incident to the negotiation and
preparation  of this Agreement and consummation of the transactions contemplated
hereby.  To  the extent such fees and expenses are incurred by the Company prior
to  Closing,  such  fees  and  expenses shall be paid by the Company at Closing.

     13.5     Termination.  If  any  condition  precedent  to  the Shareholders'
              -----------
obligations  hereunder  is not satisfied and such condition is not waived by the
Shareholders  at  or prior to the Closing Date, or if any condition precedent to
the  Buyer's  obligations  hereunder  is not satisfied and such condition is not
waived  by  the  Buyer  at  or prior to the Closing Date, any Shareholder or the
Buyer,  as  the  case  may  be,  may terminate this Agreement at their option by


                                       40
<PAGE>
notice  to  the other party or parties, as the case may be.  In the event of the
termination  of  this  Agreement  by any party as above provided, no party shall
have  any liability hereunder of any nature whatsoever to the other party, other
than  the  liability of each party for its own expenses and liability resulting,
arising or accruing from the breach of this Agreement; provided, however, that a
party shall not be so relieved of liability to the other party if the failure to
satisfy  a  condition precedent results from the failure of a party to make good
faith  efforts  to  satisfy  such  condition.  In  the  event  that  a condition
precedent  to  a  party's obligations is not satisfied, nothing contained herein
shall be deemed to require any party to terminate this Agreement, rather than to
waive  such  condition  precedent  and  proceed  with  the  Closing.

     13.6     Governing Law.  This Agreement shall be governed by, construed and
              -------------
interpreted  in accordance with the laws of the State of South Carolina, without
reference  to  the  conflicts  of  laws  principles  thereof.

     13.7     Successors  and Assigns.  This Agreement shall be binding upon and
              -----------------------
shall inure to the benefit of the parties hereto and their respective successors
and  assigns  or  heirs  and  personal  representatives.

     13.8     Assignment.  This  Agreement  and  each  party's respective rights
              ----------
hereunder  may not be assigned by any party without the prior written consent of
the  other  parties.

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

     13.10     Notices.  All communications, notices and disclosures required or
               -------
permitted  by this Agreement shall be in writing, and delivered personally, sent
by  overnight  messenger  service,  or  sent by United States mail, certified or
registered,  postage prepaid, and addressed as follows, unless and until a party
notifies  the  others  in  accordance  with this Section of a change of address:


                                       41
<PAGE>
If  to  the  Company  Pre-Closing:          300  South  Main  Street
                                            Darlington,  South  Carolina  29532
                                            Attn:  George  M.  Harrison,  Jr.

    With  a  copy  to:               Nelson  Mullins Riley & Scarborough, L.L.P.
                                            Third  Floor,  Keenan  Building
                                            1330  Lady  Street
                                            P.  O.  Box  11070  (29211)
                                            Columbia,  South  Carolina  29201
                                            Attn:  Daniel  J.  Fritze

If  to  the  Company  Post-Closing:         515  Congress  Avenue,  Suite  1200
                                            Austin,  Texas  78701
                                            Attn:  Greg  Wilson

If  to  the  Shareholders:                  Mr.  George  M.  Harrison,  Jr.
                                            208  Wyandot  Street
                                            Darlington,  South  Carolina  29532

                                            Mr.  Thomas  M.  Harrison
                                            719  Spring  Street
                                            Darlington,  South  Carolina  29532

                                            Mr.  William  W.  Harrison
                                            Post  Office  Box  354
                                            Darlington,  South  Carolina  29540

    With  a  copy  to:               Nelson  Mullins Riley & Scarborough, L.L.P.
                                            Third  Floor,  Keenan  Building
                                            1330  Lady  Street
                                            P.  O.  Box  11070  (29211)
                                            Columbia,  South  Carolina  29201
                                            Attn:  Daniel  J.  Fritze

If  to  the  Buyer  or  to  Sub:            American  Bingo  &  Gaming  Corp.
                                            515  Congress  Avenue,  Suite  1200
                                            Austin,  Texas  78701
                                            Attn:  Greg  Wilson

    With  a  copy  to:               Wilson  &  Varner,  L.L.P.
                                            301  Congress  Avenue,  Suite  2025
                                            Austin,  Texas  78701
                                            Attn:  Rodney  Varner


                                       42
<PAGE>
     13.11     Counterparts; Headings.  This Agreement may be executed in one or
               ----------------------
more  counterparts,  each  of which shall be deemed an original but all of which
shall together constitute but one and the same Agreement.  The Table of Contents
and  Article and Section headings in this Agreement are inserted for convenience
of  reference  only  and  shall  not  constitute  a  part  hereof.

     13.12     Interpretation.  Unless the context requires otherwise, all words
               --------------
used  in  this  Agreement in the singular number shall extend to and include the
plural,  all words in the plural number shall extend to and include the singular
and  all  words  in  any  gender  shall  extend  to  and  include  all  genders.

     13.13     Severability.  If  any  provision,  clause  or  part  of  this
               ------------
Agreement,  or  the  application  thereof  under  certain circumstances, is held
invalid,  the remainder of this Agreement, or the application of such provision,
clause  or  part  under  other  circumstances,  shall  not  be affected thereby.

     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.


                                       43
<PAGE>
IN  WITNESS  WHEREOF,  each corporate party has caused this Agreement to be duly
executed  in  its  name by its duly authorized officer and each individual party
hereto  has duly executed this Agreement, all as of the day and year first above
written,  unless  otherwise  noted  below.

                                     AMERICAN  BINGO  &  GAMING  CORP.

                                     By:  /s/  Greg  Wilson
                                          -------------------------------
                                          L.  Gregory  Wilson,  President


                                     DARLINGTON  MUSIC  CO.,  INC.


                                     By:  /s/  George  M.  Harrison,  Jr.
                                          --------------------------------------
                                          George  M.  Harrison,  Jr.,  President


                                     DARLINGTON  MUSIC  ACQUISITION
                                          CORPORATION


                                     By:  /s/  Greg  Wilson
                                          -------------------------------
                                          L.  Gregory  Wilson,  President


                                     SHAREHOLDERS:


                                     /s/  George  M.  Harrison,  Jr.
                                          --------------------------
                                          George  M.  Harrison,  Jr.


                                     /s/  Thomas  M.  Harrison
                                     -------------------------
                                          Thomas  M.  Harrison


                                     /s/  William  W.  Harrison
                                     --------------------------
                                          William  W.  Harrison


                                       44
<PAGE>