AMENDED AND RESTATED

                           EMPLOYEE STOCK OPTION PLAN

                          AMERICAN BINGO & GAMING CORP.

                             1997 STOCK OPTION PLAN

1.     PURPOSE

     The  purpose  of the 1997 Stock Option Plan ("Plan") is to provide a method
whereby  selected  key  employees,  selected  key consultants, professionals and
non-employee  directors of American Bingo & Gaming Corp. (the "Corporation") and
its  subsidiaries  may  have  the  opportunity  to  invest  in  shares  of  the
Corporation's  Common  Stock ("Common Stock" or "Shares"), thereby giving them a
proprietary  and  vested  interest  in  the  growth  and  performance  of  the
Corporation,  and in general, generating an increased incentive to contribute to
the Corporation's future success and prosperity, thus enhancing the value of the
Corporation  for  the  benefit of shareholders. Further, the Plan is designed to
enhance  the  Corporation's  ability  to  attract  and  retain  individuals  of
exceptional  managerial  talent  upon  whom,  in  large  measure,  the sustained
progress,  growth,  and  profitability  of  the  Corporation  depends.

2.     ADMINISTRATION

     The  Plan  shall  be  administered  by the Corporation's Board of Directors
("Board of Directors" or "Board") or if so designated by resolution of the Board
by  a  Committee  composed  of not less than two individuals ("Committee"). From
time  to  time  the  Board,  or  if so designated the Committee, may grant stock
options  ("Stock  Options"  or  "Options") to such eligible parties and for such
number of Shares as it in its sole discretion may determine. A grant in any year
to  an eligible Employee (as defined in Section 3 below) shall neither guarantee
nor  preclude  a  grant  to  such  Employee  in subsequent years. Subject to the
provisions of the Plan, the Board, shall be authorized to interpret the Plan, to
establish,  amend and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of the Option agreements described in Section
5(h)  thereof  to  make  all other determinations necessary or advisable for the
administration  of  the  Plan. The Board, or if so designated the Committee, may
correct  any  defect, supply any omissions or reconcile any inconsistency in the
Plan  or  in any Option in the manner and to the extent it shall deem desirable.
The  determinations of the Board in the administration of the Plan, as described
herein, shall be final and conclusive. The validity, construction, and effect of
the  Plan and any rules and regulations relating to the Plan shall be determined
in  accordance  with  the  laws  of  the  State  of  Delaware.

3.     ELIGIBILITY

     The  class  of  employees  eligible  to  participate  under  the Plan shall
include,  employees  of  the  Corporation,  key consultants or professionals and
non-employee  directors  of  the  Company and its subsidiaries (collectively and
individually,  "Employees").  Nothing in the Plan or in any agreement thereunder
shall  confer  any  right  on an Employee or key vendor of goods and services to
continue in the employ of the Corporation or shall interfere in any way with the
right  of  the Corporation or its subsidiaries, as the case may be, to terminate
his  employment  at  any  time.

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4.     SHARES  SUBJECT  TO  THE  PLAN

     Subject  to  adjustment  as  provided in Section 7, an aggregate of 750,000
shares  of  Common  Stock  shall  be  available for issuance under the Plan. The
shares  of  Common  Stock  deliverable  upon the exercise of Options may be made
available  from  authorized  but  unissued  Shares  or  Shares reacquired by the
Corporation,  including  Shares  purchased  in  the  open  market  or in private
transactions.  If  any  Option  granted  under  the Plan shall terminate for any
reason  without  having  been  exercised  or  settled in Common Stock or in cash
pursuant to related Common Stock appreciation rights, the Shares subject to, but
not  delivered  under,  such  Option  shall  be  available  for  other  Options.

5.     GRANT  TERM  AND  CONDITIONS  OF  OPTIONS

     The  Board  or  if so designated the Committee, may from time to time after
consultation  with  management  select  employees to whom Stock Options shall be
granted.  The  Options  granted may be incentive Stock Options ("Incentive Stock
Options")  within  the  meaning  of Section 422 of the Internal Revenue Code, as
amended  (the  "Code"),  or  non-statutory  Stock  Options ("Non-statutory Stock
Options"),  whichever  the  Board,  or  if  so  designated  the Committee, shall
determine,  subject  to  the  following  terms  and  conditions:

(a)     Price.  The  purchase  price  per share of Common Stock deliverable upon
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exercise  of  each  Incentive Stock Option shall not be less than 100 percent of
the  Fair  Market  Value of the Common Stock on the date such Option is granted.
Provided,  however, that if an Incentive Stock Option is issued to an individual
who  owns,  at  the  time  of  grant,  more  than ten percent (10%) of the total
combined voting power of all classes of the Company's Common Stock, the exercise
     price of such Option shall be at least 110% of the Fair Market Value of the
Common  Stock  on  the date of grant and the term of the Option shall not exceed
five  years  from  the  date  of  grant.  The  Option price of Shares subject to
Non-statutory  Stock  Options  shall  be determined by the Board of Directors or
Committee  in  its  absolute  discretion  at  the  time of grant of such Option,
provided  that such price shall not be less than 85% of the Fair Market Value of
the  Common  Stock  at the time of grant. For purposes of this plan, Fair Market
Value  shall  be  the  average  of the closing Bid and Ask prices for the Common
Stock  on  the  date  in  question.

(b)     Payment.  Options  may  be  exercised  only upon payment of the purchase
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price  thereof in full. Such payment shall be made in such form of consideration
as  the  Board or Committee determines and may vary for each Option. Payment may
consist  of cash, check, notes, delivery of shares of Common Stock having a fair
market  value on the date of surrender equal to the aggregate exercise price, or
any  combination  of  such methods or other means of payment permitted under the
Delaware  General  Corp.  Law.

(c)     Term  of  Options.  The  term  during which each Option may be exercised
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shall  be  determined  by the Board, or if so designated the Committee, provided
that an Incentive Stock Option shall not be exercisable in whole or in part more
     than  10  years  from the date it is granted. All rights to purchase Common
Stock  pursuant to an Option shall, unless sooner terminated, expire at the date
designated  by  the  Board  or,  if  so  designated  the  Committee.

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     The  Board,  or if so designated the Committee, shall determine the date on
which  each Option shall become exercisable and may provide that an Option shall
become  exercisable  in installments. The Shares comprising each installment may
be  purchased  in  whole  or  in part at any time after such installment becomes
purchasable,  except  that  the  exercise  of  Incentive  Stock Options shall be
further  restricted  as  set  forth  herein.  The Board, or if so designated the
Committee,  may  in its sole discretion, accelerate the time at which any Option
may  be exercised in whole or in part, provided that unless otherwise determined
by  the Board, or if so designated the Committee, no Option shall be exercisable
until  one  year  after  grant.

(d)     Limitations  on  Grants.  The aggregate Fair Market Value (determined at
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the  time  the  Option is granted) of the Common Stock with respect to which the
Incentive  Stock  Option is exercisable for the first time by an Optionee during
any  calendar  year  (under  all  plans  of  the  Company  and its parent or any
subsidiary  of  the  Corporation)  shall  not  exceed  $100,000.  The  foregoing
limitation shall be modified from time to time to reflect any changes in Section
     422  of  the  Code and any regulations promulgated thereunder setting forth
such  limitations.

(e)     Termination  of  Employment.
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(i)     If  the  employment  of  an  Employee  by  the  Company  or a subsidiary
corporation  of  the  Company shall be terminated voluntarily by the Employee or
for  cause  by  the  Company,  then  his  Option  shall  expire forthwith unless
otherwise  determined by the Board, or if so designated the Committee. Except as
provided  in  subparagraphs  (ii)  and  (iii)  of  this  Paragraph  (e), if such
employment  shall terminate for any other reason, unless otherwise determined by
the  Board, or if so designated the Committee, then such Option may be exercised
at  any  time  within  three  (3)  months after such termination, subject to the
provisions  of  subparagraph  (iv)  of  this Paragraph (e). For purposes of this
subparagraph,  an  employee  who  leaves  the employ of the Company to become an
employee  of  a  subsidiary  corporation  of  the  Company  or a corporation (or
subsidiary  or  parent  corporation  of  the  corporation) which has assumed the
Option of the Company as a result of a corporate reorganization, etc., shall not
     be  considered  to  have  terminated  his  employment.

(ii)     If  the  holder of an Option under the Plan dies (a) while employed by,
or  while  serving  as  a non-employee Director for, the Company or a subsidiary
corporation of the Company, or (b) within three (3) months after the termination
     of  his  employment  or  services other than voluntarily by the employee or
non-employee  Director,  or  for  cause,  then  such  Option may, subject to the
provisions  of  subparagraph  (iv)  of  this  Paragraph (e), be exercised by the
estate  of the employee or non-employee Director or by a person who acquired the
right  to  exercise  such  Option  by bequest or inheritance or by reason of the
death  of such employee or non-employee Director at any time within one (1) year
after  such  death.

(iii)     If  the  holder  of Option under the Plan ceases employment because of
permanent  or  total disability (within the meaning of Section 22 (e) (3) of the
Code)  while employed by the Company or a subsidiary corporation of the Company,
then  such  Option  may,  subject to the provisions of subparagraph (iv) of this
Paragraph (e), be exercised at any time within one year after his termination of
     employment  due  to  disability.

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(iv)     Except  as  otherwise  determined by the Board, or if so designated the
Committee, an Option may not be exercised pursuant to this Paragraph (e), except
     to  the  extent  that the holder was entitled to exercise the Option at the
time of termination of employment, termination of Directorship, or death, and in
any  event  may not be exercised after the expiration of the Option. For purpose
of this Paragraph (e), the employment relationship of an employee of the Company
or  of  a  subsidiary  corporation  of the company will be treated as continuing
intact while he is on military or sick leave or other bona fide leave of absence
(such  as  temporary employment by the Government) if such leave does not exceed
ninety  (90)  days,  or,  if  longer,  so  long  as his right to reemployment is
guaranteed  either  by  statute  or  by  contract.

(f)     Non-transferability  of  Options.  No  Option shall be transferable by a
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Holder  otherwise  than  by  will  or  the laws of descent and distribution, and
during  the  lifetime  of  the  Employee  to whom an Option is granted it may be
exercised  only  by  the  employee,  his  guardian  or  legal  representative if
permitted  by  Section  422 and related sections of the Code and any regulations
promulgated  thereunder.

(g)     Listing  and  Registration.  Each  Option  shall  be  subject  to  the
        --------------------------
requirement  that  if  at any time the Board, or if so designated the Committee,
shall  determine,  in its discretion, the listing, registration or qualification
of the Common Stock subject to such Option upon any securities exchange or under
     any  state  or  federal law, or the consent or approval of any governmental
regulatory  body,  is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the issue or purchase of Shares thereunder,
no  such  Option  may  be  exercised  in  whole  or in part unless such listing,
registration,  qualification,  consent  or  approval shall have been effected or
obtained free of any conditions not acceptable to the Board, or if so designated
the  Committee.

(h)     Option  Agreement.  Each  Employee  to  whom  an Option is granted shall
        -----------------
enter  into  an  agreement  with  the  Corporation  which  shall  contain  such
provisions, consistent with the provisions of the Plan, as may be established by
     the  Board,  or  if  so  designated  the  Committee.

(i)     Withholding.  Prior to the delivery of certificates for shares of Common
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     Stock,  the  Corporation  or a subsidiary shall have the right to require a
payment from an Employee to cover any applicable withholding or other employment
taxes  due  upon  the  exercise  of an Option. An Optionee may make such payment
either (i) in cash, (ii) by authorizing the Company to withhold a portion of the
stock  otherwise  issuable  to  the  Optionee, (iii) by delivering already-owned
Common  Stock,  or  (iv)  by  any  combination  of  these  means.

6.     STOCK  APPRECIATION  RIGHTS

     The  Board  or  Committee  may  grant stock appreciation rights ("SARs") in
connection  with  all  or  any  part of an Option granted under the Plan, either
concurrently  with  the  grant  of the Option or at any time thereafter, and may
also  grant  SARs  independently  of  Options.

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(a)     SARs Granted in Connection with an Option.  An SAR granted in connection
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with  an Option entitles the Optionee to exercise the SAR by surrendering to the
Company,  unexercised,  the underlying Option. The Optionee receives in exchange
from  the  Company an amount equal to the excess of (x) the Fair Market Value on
the  date  of surrender of the underlying Option, over (y) the exercise price of
the  Common  Stock  covered  by  the  surrendered  portion  of  the  Option.

     When an SAR is exercised, the underlying Option, to the extent surrendered,
ceases  to be exercisable, and the number of Shares available for issuance under
the  Plan  is  reduced  correspondingly.

     An  SAR is exercisable only when and to the extent the underlying Option is
exercisable  and  expires  no later than the date on which the underlying Option
expires.  Notwithstanding the foregoing, neither an SAR nor a related Option may
be  exercised  during the first six (6) months of its respective term: provided,
however, that this limitation will not apply if the Optionee dies or is disabled
within  such  six  (6)  month  period.

(b)     Independent  SARs.  The  Board  or  the Committee may grant SARs without
        -----------------
related  Options.  Such  an  SAR  will  entitle the Optionee to receive from the
company  on  exercise  of  the SAR an amount equal to the excess of (x) the fair
market value of the Common Stock covered by the exercised portion of the SAR, as
of the date of such exercise, over (y) the fair market value of the Common Stock
covered  by the exercised portion of the SAR as of the date on which the SAR was
granted.

     SARs shall be exercisable in whole or in part at such times as the Board or
the  Committee  shall  specify  in  the  Optionee's  SAR  grant  or  agreement.
Notwithstanding  the foregoing, an SAR may not be exercised during the first six
(6)  months  of its term: provided, however, that this limitation will not apply
if  the  Optionee  dies  or  is  disabled  within  such  six  (6)  month period.

(c)     Payment  on  Exercise.  The  Company's  obligations  arising  upon  the
        ---------------------
exercise  of  an  SAR may be paid in cash or Common Stock, or any combination of
the  same,  as  the  Board  or the Committee may determine. Shares issued on the
exercise  of  an  SAR  are  valued  at their fair market value as of the date of
exercise.

(d)     Limitation  on  Amount paid on SAR Exercise.  The Board or the Committee
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may  in its discretion impose a limit on the amount to be paid on exercise of an
SAR.  In  the event such a limit is imposed on an SAR granted in connection with
an  Option,  the  limit  will  not restrict the exercisability of the underlying
Option.

(e)     Persons  Subject  to 16(b).  An Optionee subject to Section 16(b) of the
        --------------------------
Securities  Exchange  Act  of  1934,  may only exercise an SAR during the period
beginning  on  the  third  and  ending on the twelfth business day following the
Company's  public release of quarterly or annual summary statements of sales and
earnings  and  in  accordance  with  all  other  provisions  of  Section  16(b).

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(f)     Non-Transferability of SARs.  An SAR is non-transferable by the Optionee
        ---------------------------
other  than  by will or the laws of descent and distribution, and is exercisable
during  the Optionee's lifetime only by the Optionee, or, in the event of death,
by  the  Optionee's estate or by a person who acquires the right to exercise the
Option  by  bequest  or  inheritance.

(g)     Effect  on  Shares  in  Plan.  When  an  SAR is exercised, the aggregate
        ----------------------------
number  of  shares of Common Stock available for issuance under the Plan will be
reduced  by  the number of underlying shares of Common Stock as to which the SAR
is  exercised.

7.     ADJUSTMENT  OF  AND  CHANGES  IN  COMMON  STOCK

     In  the  event  of  a  reorganization, recapitalization, stock split, stock
dividend,  combination of Shares, merger, consolidation, distribution of assets,
or  any  other  changes in the corporate structure or Shares of the Corporation,
the  Board, or if so designated the Committee, shall make such adjustments as it
deems  appropriate  in  the number and kind of Shares and SARs authorized by the
Plan, in the number and kind of Shares covered by the Options granted and in the
exercise  price  of  outstanding  Options  and  SARs.

8.     MERGERS,  SALES  AND  CHANGE  OF  CONTROL

          In  the  case  of  (i) any merger, consolidation or combination of the
Corporation with or into another corporation (other than a merger, consolidation
or  combination in which the Corporation is the continuing corporation and which
does  not  result  in  its  outstanding  Common  Stock  being  converted into or
exchanged  for  different securities, cash or other property, or any combination
thereof)  or a sale of all or substantially all of the business or assets of the
Corporation  or  (ii) a Change in Control (as defined below) of the Corporation,
each  Option  or  SAR  then  outstanding  for one year or more shall (unless the
Board,  or  if  so designated the Committee, determines otherwise), receive upon
exercise  of such Option or SAR an amount equal to the excess of the Fair Market
Value  on  the  date  of  such  exercise  of  (a)  the securities, cash or other
property,  or combination thereof, receivable upon such merger, consolidation or
combination  in  respect  of  a  share  of Common Stock, in the cases covered by
clause  (i)  above,  or (b) the final tender offer price in the case of a tender
offer  resulting  in  a  Change  in Control or (c) the value of the Common Stock
covered by the Option or SAR as determined by the Board, or if so designated the
Committee, in the case of a Change in Control by reason of any other event, over
the  exercise price of such Option, multiplied by the number of shares of Common
Stock  with  respect  to  which  such  Option  or  SAR shall have been exercised
provided that in each event the amount payable in the case of an Incentive Stock
Option  shall be limited to the maximum permissible amount necessary to preserve
the  Incentive  Stock  Option  status. Such amount may be payable fully in cash,
fully  in  one  or more of the kind or kinds or property payable in such merger,
consolidation  or  combination, or partly in cash and partly in one or more such
kind  or  kinds  of  property,  all  in  the  discretion  of  the Board or if so
designated  the  Committee.

     Any  determination  by  the  Board, or if so designated the Committee, made
pursuant to this Section 8 may be made as to all outstanding Options and SARs or
only  as to certain Options and SARs specified by the Board, or if so designated
the  Committee  and any such determination shall be made (a) in cases covered by
clause  (i)  above, prior to the occurrence of such event, (b) in the event of a

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tender  or  exchange  offer,  prior to the purchase of any Common Stock pursuant
thereto  by  the offeror and (c) in the case of a Change in Control by reason of
any  other  event,  just prior to or as soon as practicable after such Change in
Control.

     A  "Change  in Control" shall be deemed to have occurred if (a) any person,
or  any two or more persons acting as a group, and all affiliates of such person
or  persons, shall own beneficially 25% or more of the Common Stock outstanding,
or  (b) if following (i) a tender or exchange offer for voting securities of the
Corporation,  or  (ii)  a  proxy  contest  for  the election of directors of the
Corporation,  the  persons  who  were  directors  of the Corporation immediately
before  the initiation of such event cease to constitute a majority of the Board
of  Directors  of the Corporation upon the completion of such tender or exchange
offer  or  proxy  contest  or  within  one  year  after  such  completion.

9.     NO  RIGHTS  OF  SHAREHOLDERS

     Neither  an  Employee  nor the Employee's legal representative shall be, or
have  any  of  the rights and privileges of, a shareholder of the Corporation in
respect  of  any Shares purchasable upon the exercise of any Option, in whole or
in  part,  unless and until certificates for such Shares shall have been issued.

10.     PLAN  AMENDMENTS

          The plan may be amended by the Board, as it shall deem advisable or to
conform,  to  any  change in any law or regulation applicable thereto; provided,
that  the Board may not, without the authorization and approval of shareholders:
(i)  increase  the  aggregate  number  of Shares available for Options except as
permitted  by  Section  7;  (ii)  Materially  increase  the benefits accruing to
participants  under  this  Plan; (iii) extend the maximum period during which an
Option may be exercised; or (iv) change the Plan's eligibility requirements. Any
discrepancy  between  the  Board  and any committee regarding this Plan shall be
decided  in  any  manner  directed  by  the  Board.

11.     TERM  OF  PLAN

          The  Plan  shall become effective upon its approval by the Corporation
shareholders.  No Options or SARs shall be granted under the Plan after the date
which  is  ten  years  after  the  date  on  which  the Plan was approved by the
Corporation  shareholders.

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