AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                          AMERICAN BINGO & GAMING CORP.

                                 AS THE "BUYER"

                                       AND

                       GOLD STRIKE ACQUISITION CORPORATION

                                  AS THE "SUB"

                                       AND

                                GOLD STRIKE, INC.

                                AS THE "COMPANY"

                                       AND

                                 MICHAEL W. MIMS

                             THE SOLE SHAREHOLDER OF

                                GOLD STRIKE, INC.

                              AS THE "SHAREHOLDER"

                             DATED:  AUGUST 13, 1997
                                            --

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

SCHEDULE
--------

1.4          Locations  of  Business

1.11         Contracts

1.16         Leases

1.21         Permits

1.24         Real  Property

4.1          Corporate  Records

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

4.17         Employees

4.18         Insurance

4.20         Liens

4.22         Banks

4.23         Quarterly  Reports  of  Gaming  Operations

4.24         Real  Property  Restrictions

5.4          Ownership  and  Management  of  Exempted  Entities

6.4A         Litigation

6.4B         Consents




                                       i
<PAGE>
                                    EXHIBITS
                                    --------

EXHIBIT
-------

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

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

2.9          Form  of  Voting  Agreement

8.3          Form  of  Employment  Agreement  of  Michael  Mims


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

     THIS  AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of
the  13th  day  of August, 1997, by and among American Bingo and Gaming Corp., a
     ----
corporation  organized and existing under the laws of the State of Delaware (the
"Buyer"),  Gold  Strike  Acquisition  Corporation,  a  corporation organized and
existing under the laws of the State of South Carolina (the "Sub"), Gold Strike,
Inc.,  a corporation organized and existing under the laws of the State of South
Carolina  (the  "Company"),  and  Michael  W.  Mims, the sole shareholder of the
Company  (the  "Shareholder").

                                    RECITALS
                                    --------

     WHEREAS,  the  Shareholder  currently  operates a video poker business as a
sole  proprietor  but  is  in  the process of transferring all of the assets and
liabilities  related to the business to the Company as soon as the Company's two
year  residency  requirement  applicable  to owners and operators of video poker
machines is satisfied on August 24, 1997, which residency requirement is imposed
by  Section  12-21-2804(D)  of  the  South  Carolina  Code;  and

     WHEREAS,  the  Shareholder owns 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");


<PAGE>
     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:

                                    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, 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 Shareholder for
use in the Business, and will be owned by the Company as of Closing Date.

     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 all of
Shareholder's  video  poker  games at  various  locations  in  Aiken,  Beaufort,
Edgefield  and  Richland  Counties  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.


                                       2
<PAGE>
     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.

     1.8 Closing Date.  "Closing Date" shall mean August 25, 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  Shareholder's  Closing  Certificate.  "Company's  and
           ---------------------------------------------------
Shareholder's Closing Certificate" shall mean the certificate of the Company and
the Shareholder 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 or to which the  Shareholder is a party in connection with the
Business, 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 or to which  the  Shareholder  is a party in
connection with the Business, 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 Nation  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  Proprietorship.  "Proprietorship"  shall mean the Shareholder's  sole
           --------------
proprietorship  as of the date of this Agreement  through which Shareholder owns
the Assets,  and the Permits,  and operates the  Business,  all of which will be
transferred by Shareholder to the Company prior to Closing.

     1.24 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 1.24 hereto.


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

     1.26  Registration  Statement.  "Registration  Statement"  shall  have  the
           -----------------------
meaning ascribed to it in Section 6.7 hereof.

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

     1.28 Shareholder. "Shareholder" shall mean Michael W. Mims.
          -----------

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

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

     1.31.  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
such capacity, hereinafter referred to as the "Surviving Corporation") and shall


                                       5
<PAGE>
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.

     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:


                                       6
<PAGE>
          (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
cancelled  and  retired  and shall  cease to exist,  and the  Shareholder  shall
thereafter cease to have any rights with respect to the Shares, except the right
to receive eight hundred  twenty-seven  thousand,  six hundred eighty  (827,680)
shares  of  Buyer's   common  stock  (the  "ABG  Common   Stock")  (the  "Merger
Consideration").

          (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
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  Shareholder,  as the holder 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 Shareholder
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.

          (b) The  Shareholder  shall deliver to the Sub on the Closing Date the
certificates representing the Shares owned by him, duly endorsed in blank by the
Shareholder,  or  accompanied  by blank  stock  powers,  and with all  necessary
transfer tax and other revenue  stamps (if any),  acquired at the  Shareholder's
expense.  The Shareholder  agrees 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,  the  Shareholder  shall
receive in exchange therefor a certificate or certificates  representing the ABG
Common Stock.

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


                                       7
<PAGE>
     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.

                                   ARTICLE III
                                   -----------

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

     3.1  Feasibility  Period.  From the date of execution of this  Agreement by
          -------------------
Buyer and the  Shareholder  until the earlier of the Closing or twenty (20) days
hereafter  (the  "Feasibility  Period"),  Buyer  shall have the right of review,
investigation and inspection of the Assets and the Business 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
Assets and the Business to  determine  that they are  suitable,  in Buyer's sole
opinion,  for Buyer's  purposes and conduct all such  inspections and studies as
Buyer  deems  reasonable  of the  Assets  and the  Business.  Seller  agrees  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 Seller set forth in this Agreement.


                                       8
<PAGE>
     3.2 Access and Indemnity.  Buyer and Buyer's agents shall have the right of
         --------------------
access to the Business, Assets and Real Estate during the Feasibility Period for
the purpose of conducting such studies,  investigations  and inspections.  Buyer
shall  repair  any  damage  or  injury  to  property   resulting   from  Buyer's
investigation and inspections. Buyer shall indemnify and hold harmless Seller 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 Section. This indemnity shall survive the
termination of this Contract.

     3.3 Termination of Contract. If Buyer determines,  in Buyer's sole judgment
         -----------------------
and discretion,  that the Assets are not suitable for Buyer's intended purposes,
Buyer shall give Seller  written notice of such fact on or before the end of the
Feasibility  Period.  Upon receipt of such written notice, both parties shall be
released from all further obligations under this Contract.

                                   ARTICLE IV
                                   ----------

                REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
                -------------------------------------------------

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

     The  Shareholder  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  Shareholder  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.  Schedule 4.1
shall consist of 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.


                                       9
<PAGE>
     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,  100 shares of common stock are issued and  outstanding  (the "Shares"),
all of which shares are owned by the Shareholder.  The Shares constitute all the
issued and outstanding  shares of capital stock of the Company.  The Shareholder
has good and marketable  title to the Shares,  free and clear of all Liens.  The
Shares  have  been  validly  authorized  and  issued  and  are  fully  paid  and
non-assessable.  Neither the Company nor the 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 Shareholder 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. The 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  either  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  Shareholder  and the Company 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.  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  Shareholder  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.
                                       10
<PAGE>
     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  Shareholder  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  Shareholder's 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,
however,  neither the Company nor the Shareholder  makes any  representation  or
warranty as to any  requirement  of the Buyer with respect to any of the matters
discussed in this Section 4.5.


                                       11
<PAGE>
     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  Proprietorship  as of December
31, 1996,  and June 30, 1997, and the related  compiled  statement of income and
cash flows of the  Proprietorship  for the year ended December 31, 1996, and the
six months ended June 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 Proprietorship by accountants  retained by Shareholder,
(ii) present  fairly the financial  condition,  results of  operations  and cash
flows of the  Proprietorship 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
Proprietorship,  and (iv)  include all  adjustments  (consisting  only of normal
recurring  accruals) that are necessary for a fair presentation of the financial
conditions of the  Proprietorship,  and the results of operations and cash flows
of the  Proprietorship  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
         -------------------------
July 1, 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 Business or the Proprietorship.

          (b) The  operations  and  business  of the  Proprietorship  have  been
conducted in all respects only in the ordinary course.

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


                                       12
<PAGE>
          (d)  Neither  the  Proprietorship  nor the  Company  has  suffered  an
extraordinary  loss (whether or not covered by insurance) or waived any right of
substantial value.

          (e) Neither the Proprietorship nor the Company has 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,  and except for the transfer of the Assets from the  Proprietorship to
the Company.

          (f) The  Company  has not issued any common  stock,  preferred  stock,
capital stock, bonds, warrants,  options,  rights or any other form of corporate
securities,  other than the  original  issuance of 100 shares of common stock of
the Shareholder.

          (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.

          (h) Neither the  Proprietorship nor the Company has made any change in
the method of accounting or  accounting  practice or policy used by them,  other
than changes required by GAAP.

          (i) Neither the  Proprietorship  nor the Company has 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) Neither the Proprietorship nor the Company has 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.


                                       13
<PAGE>
          (k) There is no fact known to the  Company  and/or  Shareholder  which
will have a material  adverse  effect or in the future (as far as the Company or
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  Shareholder  express no
opinion as to political or economic matters of general applicability.

          (l) The assets and operations of the  Proprietorship  as disclosed and
described in and upon the balance sheet and other financial statements described
in Section 4.7 will be  transferred  and assigned by  Shareholder to the Company
prior to Closing so that there will be no  material  difference  in the  assets,
liabilities  and  operations  of the  Company as of the day of Closing  from the
assets,  liabilities  and  operations  described  in  and  upon  said  financial
statements.

     4.9  Absence of  Undisclosed  Liabilities.  Except as set forth on Schedule
          ------------------------------------
4.9, neither the  Proprietorship  nor the Company has 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 Proprietorship as of June 30, 1997, and/or

          (b) Other  liabilities  arising since June 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 Shareholder  contained in this Agreement or any other  provisions of
This Agreement.

     4.10 Title to Assets.  At Closing the Company will be 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,


                                       14
<PAGE>
inventories, and intangibles owned, leased, used in the business and/or licensed
by  the  Shareholder and/or the Company, all of which will be transferred to the
Company  prior  to  Closing),  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.  Neither the Shareholder nor the
Company is in default,  and neither the Company nor the Shareholder has 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 the
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 or the Shareholder.


                                       15
<PAGE>
     4.14  Compliance  with  Law.  To the  best  of the  Shareholder's  and  the
           ---------------------
Company's knowledge, except as specified in Schedule 4.14, the Company's and the
Shareholder'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  Shareholder  and the Company  have 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 Shareholder and
the Company have paid (or have 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 Shareholder's or the Company's tax returns,
nor, to the best of the  Shareholder's  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. Neither the Shareholder
nor the Company is in material breach or violation of, or in default under,  and
there is no 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


                                       16
<PAGE>
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.  The Company does not have,  nor does it
          ----------------------------
contribute to, any 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),  or any  obligation  to or customary
arrangement  with employees for bonuses,  incentive  compensation,  or severance
pay.  Schedule  4.17  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;  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 the 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  the  Shareholder  has  had  any  dealings,   negotiations  or
communications  with any broker or other  intermediary  in  connection  with the
transactions contemplated by this Agreement.

     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)


                                       17
<PAGE>
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, whether lawful or not, 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.

     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  Proprietorship  or the Company in
connection  with the Business  lies in an area which is, or to the  knowledge of
the Company or  Shareholder,  will be,  subject to zoning,  use or building code
restrictions  which would prohibit,  and the Company and the Shareholder 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 SHAREHOLDER
                -------------------------------------------------


                                       18
<PAGE>
     The  Shareholder,  with  respect  to himself and his obligations hereunder,
hereby  represents  and  warrants  to  the  Buyer:

     5.1 Ownership of Shares;  Title. He is the owner of record and beneficially
         ---------------------------
of the Shares he is selling hereunder.  He has good and marketable title to such
Shares,  free and clear of all Liens.  He has  received no notice of any adverse
claim to the  ownership of the Shares.  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.  He has the power and authority and has
         ------------------------------
full legal  capacity  and is  competent  to  execute,  deliver  and  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 he will be a party will be, duly  executed and  delivered by him, 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 his 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.  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.


                                       19
<PAGE>
     5.4 Ownership and Management of Exempted Entities. Attached as Schedule 5.4
         ---------------------------------------------
hereto is a complete and accurate description of the following  information with
respect to the businesses exempted from Shareholder's  non-competition agreement
pursuant to Section 11.4 of this  Agreement:  (i) a complete  description of the
identities and ownership  interests of each equity owner in each such entity (as
shareholder,  partner,  or otherwise),  to the best of Shareholder's  knowledge;
(ii) the identity of each officer,  director and other person  participating  in
management of such business, to the best of Shareholder's knowledge; and (iii) a
complete  description of the Employee's  current and past management  activities
with  respect  to  each  such  business.   Buyer  will  keep  and  maintain  the
confidentiality  of the  information  disclosed  on  Schedule  5.4 and  will not
disclose such information to any third party except:  (a) if ordered to do so by
any court or regulatory  authority;  or (b) as necessary in  litigation  for the
enforcement  or defense of its rights under this Agreement and the other related
agreements referred to herein.

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

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

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

     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


                                       20
<PAGE>
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, 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.


                                       21
<PAGE>
     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.

     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  thousand  (100,000)  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


                                       22
<PAGE>
Shares  by Buyer to Shareholder 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
transferrable  under  federal  securities  laws  by  the  Shareholder.

     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.

     6.9 Rule 144. The Buyer recognizes that the Shareholder 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"  the  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
the  Shareholder is not deemed to be an "affiliate" of the Buyer under Rule 144,
the Buyer  recognizes that the Shareholder  will be subject to restrictions  and
limitations imposed by Rule 144 in the event the Shareholder decides to sell any
of the Unregistered 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  Shareholder is
able to sell the shares of ABG Common Stock issued to him 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.  Seven hundred  twenty-seven
           ---------------------------------------
thousand  six  hundred  eighty  (727,680)  shares of the ABG  Common  Stock (the
"Unregistered  Shares") to be issued to the  Shareholder in connection  with the
transactions contemplated by this Agreement, will not have been registered


                                       23
<PAGE>
under  the  Securities  Act  of  1933, and may be resold by the Shareholder only
after  registration  under  the  Securities  Act  of 1933, or under an available
exemption,  or  pursuant  to  Rule  144.  The  Shareholder  agrees  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 registration under the Securities Act of 1933
or the rules and regulations of the SEC promulgated thereunder.  The Shareholder
further  agrees  (i)  that  no  such  sale,  conveyance  or  disposition  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 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 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  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  which  terminates  the  restriction.

     6.11  Evidence  of  Compliance  with  Private   Offering   Exception.   The
           --------------------------------------------------------------
Shareholder 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.

                                   ARTICLE VII
                                   -----------

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


                                       24
<PAGE>
     The Shareholder, 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
          ----------------------------------------------------------------
Shareholder  shall use his 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 the Closing.  Without
limiting the  generality of the foregoing,  the  Shareholder  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
Shareholder  related to the Business;  (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;  (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.

     7.2 Cooperation.  The Company, the Shareholder, 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 Shareholder 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.


                                       25
<PAGE>
     7.3 Compliance with Law. The Company and the Shareholder  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
transferrable by the Shareholder.

     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
         -------------------------------------
Shareholder  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.

                                  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 Shareholder  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.  Without  limiting the  foregoing,  by the
Closing Date the Shareholder shall have transferred good and marketable title to
all the Assets to the Company.


                                       26
<PAGE>
     8.2 Proceedings and Instruments Satisfactory. All proceedings, corporate or
         ----------------------------------------
other,  to be taken by the Company and the  Shareholder  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 Shareholder 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  the
          ----------------------
Shareholder  an  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
Proprietorship or 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,
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
Proprietorship or the Company.

     8.6  Representations  and  Warranties.  All  Schedules  referred to in this
          --------------------------------
Agreement which contain or should contain information concerning the Shareholder
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  Shareholder  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.


                                       27
<PAGE>
     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  Shareholder  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.


<PAGE>
     8.8  Deliveries  at Closing.  The Company  and the  Shareholder  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
Shareholder's 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.

                                   ARTICLE IX
                                   ----------

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

                       OF THE SHAREHOLDER AND THE COMPANY
                       ----------------------------------

     Each  and  every  obligation  of  the  Shareholder  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 its  obligations  under this
Agreement  that are to be  performed  or complied  with by it 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  Shareholder,  the Company
and their counsel and the Buyer shall have made available to the Shareholder for
examination  the originals or true and correct  copies of all documents that the
Shareholder  may  reasonably   request  in  connection  with  the   transactions
contemplated by this Agreement.


                                       28
<PAGE>
     9.3 Employment  Agreement.  The Buyer shall have executed the Shareholder's
         ---------------------
employment agreement in substantially the form set forth in Exhibit 8.3.


<PAGE>
     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.

     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
Shareholder  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  Shareholder 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
           -----------------------
Shareholder 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)


                                       29
<PAGE>
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
contemplated  by this Agreement; and (d) such other documents as the Shareholder
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  Shareholder  hereby  agrees  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  Shareholder.
The Buyer and the Sub hereby agree to  indemnify,  defend and hold  harmless the
Shareholder from and against any and all damages, losses,  expenses,  claims, or
other  liabilities,  including without  limitation  reasonable  attorneys' fees,
incurred by the 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.

          (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


                                       30
<PAGE>
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  Shareholder.

          (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 Shareholder's Covenants. Shareholder covenants and agrees that:
          -----------------------

          (a)  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").

          (b) Further, 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.


                                       31
<PAGE>
     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.

     11.4  Exemptions.  The  provisions  of this  Article  XI shall not apply to
           ----------
businesses  operated  by Mims  Amusement  Company  Partnership,  Mims  Amusement
Operating Co, Palmetto State Distributing  Company,  Inc., or Universal Mortgage
and Loan Co.;  provided  that  within the twelve (12) month  period  immediately
preceding  the date of this  Agreement  Shareholder  has  had,  and  during  the
Restricted Period shall have, no role, directly or indirectly,  in management or
operation  of any such  exempted  business,  nor shall  Shareholder  during  the
Restricted   Period  receive  any  payment  or  distribution  of  any  kind,  as
compensation  or otherwise,  from any such business  other than  dividends  upon
corporate stock which are strictly proportional to the percentage of stock owned
by him, or  distributions  with respect to his capital  accounts in partnerships
which  are  strictly  proportional  to the  percentage  of his  capital  account
ownership in any such partnership.

     11.5  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.


                                       32
<PAGE>
                                   ARTICLE XII
                                   -----------

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

     12.1  Piggyback  Registration.  If at any time,  or from time to time,  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 the
Shareholder written notice thereof,  and (b) include in such registration and in
any  underwriting  involved  therein,  up to one-third (1/3) of the Unregistered
Shares as specified  in a written  request or requests of the  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 TEN percent (10%)
of the amount of all of the Buyer's securities included within such registration
and  underwriting.  If the  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 Shareholder  written notice of the Buyer's  intention to register any of its
securities,  and prior to the effective date of the registration statement 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 Shareholder 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


                                       33
<PAGE>
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 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.


                                       34
<PAGE>
     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  Shareholder's
           -----------
obligations  hereunder is not satisfied and such  condition is not waived by the
Shareholder  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,  the  Shareholder  or the
Buyer,  as the case may be, may  terminate  this  Agreement  at their  option by
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.


                                       35
<PAGE>
     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:

If to the Company Pre-Closing:       2605 C Seminole Road
                                     Columbia, South Carolina  29210
                                     Attn:  Michael Mims

    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 Shareholder:               2605 C Seminole Road
                                     Columbia, South Carolina 29210
                                     Attn:  Michael Mims

    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


                                       36
<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.


                                       37
<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
                                          -----------------
                                          Greg  Wilson,  President


                                     SHAREHOLDER

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


                                     GOLD  STRIKE,  INC.

                                     By:  /s/  Michael  W.  Mims
                                          ----------------------

                                          Michael  W.  Mims,  President


                                     GOLD  STRIKE  ACQUISITION  CORPORATION

                                     By:  /s/  Greg  Wilson,  as  of  8/25/97
                                          -----------------------------------
                                     Its: Greg  Wilson,  President
                                           ------------------------


                                       38
<PAGE>