THIS EMPLOYMENT AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT
           ------------------------------------------------------------
        TO THE UNIFORM ARBITRATION ACT, S.C. CODE ANN.  15-48-10, ET SEQ.
        -----------------------------------------------------------------
                        (LAW CO-OP. 1976 AND SUPP. 1996)
                        --------------------------------


                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT  ("Agreement")  made  as of the 18th day of December,
                                                           ----
1997,  between  Darlington  Music  Co.,  Inc.  (the  "Company"),  and  George M.
Harrison,  Jr.  (the  "Employee").

     1.     Employee  Duties.  The  Company  hereby  employs  the  Employee as a
            ----------------
manager of its video poker and video game operation in South Carolina, with such
responsibilities  and  duties  as  the  Board of Directors may from time to time
determine;  provided,  however,  the Company agrees that it will not require the
Employee  to  move  his  primary residence out of the Darlington, South Carolina
area as a condition of maintaining employment with the Company or as a condition
of  complying  with  this  Employment  Agreement, and that the Employee's travel
requirements  in  connection  with  his  responsibilities and duties will not be
unreasonable.  The  Employee shall devote full time to the Company to accomplish
the  assigned  responsibilities.

     2.     Term  of  Agreement.  Employment under this Agreement shall commence
            -------------------
on  the  date  first shown above and continue for three (3) years unless earlier
terminated  in  the  manner  provided  below.

     2.1.     Termination  by  Company.  This  Agreement  may  be  terminated by
              ------------------------
Company  only  in  the  event  that:

          (a)     Employee  dies;

          (b)     Employee becomes physically, mentally or emotionally unable to
perform  his  duties hereunder (subject to all limitations and restrictions upon
such  termination  imposed  by  applicable  law);

          (c)     Employee  is  convicted of violating any law having a material
adverse  affect on any video poker or other gaming activities of the Company, or
is barred temporarily or permanently from any gaming activity in South Carolina;

          (d)     Employee  is  convicted  of  any  felony  crime;

          (e)     Employee  commits  an  act  of  material  insubordination;

          (f)     Employee  fails  to  perform  his  duties  hereunder  in  a
reasonable,  ethical  manner  for  any  other  reason;  or

          (g)     Employee  materially  breaches  this  Agreement.

<PAGE>

     Provided,  however, before terminating the Agreement pursuant to Paragraphs
(e),  (f)  or  (g)  above, the Company must first give the Employee notice and a
reasonable opportunity to cure such default, if such default is of a nature that
it  can  be  cured  by  Employee.

     2.2     Termination  by  Employee.  This  Agreement  may  be  terminated by
             -------------------------
Employee  in  the event that Company fails to pay any compensation due hereunder
after  notice  and  a  reasonable  opportunity  to  cure  such  default.

     2.3     Accrued  Compensation.  In  the  event  of  termination  of  this
             ---------------------
Agreement,  Employee  shall  be  paid  his  compensation  through  the  date  of
termination;  provided  that  Company  may  set-off  or  recoup from such unpaid
compensation  any  sums  owed  to  Employer  by  Employee.

     3.     Compensation.  Employee  shall  be paid a salary of one hundred four
            ------------
thousand dollars ($104,000) per year, payable in monthly installments throughout
each  year.

     4.     Cash and Stock Bonuses.  Any bonuses over and above the compensation
            ----------------------
described  above  will  be  based  on  the  Company's  performance,  Employee's
performance,  and  in  the  absolute  discretion  of  the  Board  of  Directors.

     5.     Other  Fringe  Benefits.  Employee  shall  receive  the  following
            -----------------------
benefits  during  the Term of Employment:  comprehensive health, accident, major
medical, dental, disability and life insurance protection in accordance with the
general  policies  of  the Company as in effect from time to time, as well as an
annual  contribution on behalf of the Employee to the Darlington Music Co., Inc.
Profit  Sharing  Plan  #1  of  not  less  than 7% of the Employee's annual gross
compensation.

     6.     Reimbursement of Expenses.  The Company shall reimburse Employee for
            -------------------------
all  reasonable,  ordinary  and  necessary  expenses  incurred  by  him  in  the
performance  of  his  duties  hereunder,  provided that Employee accounts to the
Company  therefore  in the manner prescribed by the Company for reimbursement of
Employee's  expenses.

     7.     Vacation;  Holidays.  Employee shall be entitled to 15 business days
            -------------------
paid vacation each year during the term hereof.  Employee shall also be entitled
to  nine (9) paid holidays each year during the term hereof as determined by the
Company.

     8.     Non-Disclosure  and  Non-Compete.
            --------------------------------

     8.1     Non-Disclosure.  Employee agrees that all information pertaining to
             --------------
the  prior,  current  or  contemplated  business of the Company, its parent, its
subsidiaries,  affiliates  or  its successors in interest (hereafter referred to
collectively  in  this  Article  8 as the Company), excluding publicly available
information (in substantially the form in which it is publicly available) unless
such  information  is publicly available by reason of unauthorized disclosure by
Employee  and  excluding  such information which Employee possessed prior to his
employment  by  the Company, constitutes valuable and confidential assets of the
Company.  Such  information includes, without limitation, information related to
trade  secrets,  customer and client lists, contract terms, legal and accounting
advice  and  opinions,  supplier  lists,  methods  of  doing business, financing
techniques  and  sources  and  financial  statements  of  the  Company.  Such
Information  is sometimes hereinafter referred to as "Confidential Information."
Employee  shall  hold  all such Confidential Information in trust and confidence
for  the Company and shall not use or disclose any such Confidential Information
other  than for the business of the Company or as required by law, either during
the  Term  of Employment or after his employment terminates for whatever reason.

                                        2
<PAGE>

     8.2     Non-Competition.  As  a  material  part  of  the  consideration for
             ---------------
Employee's access to Confidential Information, and for the know-how and training
provided  to  Employee by the Company, except as provided on Schedule A Employee
covenants  and  agrees  that:

          (a)     Employee  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 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,  Employee  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.

     8.3     Restricted  Period.  For  the  purpose  of  this  Agreement,  the
             ------------------
"Restricted  Period"  means  the  period  commencing  with  the  date hereof and
continuing  until  two  years  after  termination  of  this  Agreement.

     8.4     Territory.  For  purposes  of  this Agreement the "Territory" shall
             ---------
mean:  (i)  with regard to any activities described in Section 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  American  Bingo  & Gaming Corp. ("ABG") or any
subsidiary of ABG; and (ii) with regard to any activities described in Section 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 ABG or any subsidiary of ABG;  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 ABG or any
subsidiary  of  ABG.

     8.5     Enforcement.  In  the  event  of  a  breach  by  Employee  of  the
             -----------
provisions  of  this  Article  8,  Company  shall have, in addition to any other
remedies  it  may  have at law or under this Agreement, the right to a temporary
restraining  order,  temporary  injunction  and permanent injunction restraining
Employee  from  violating or continuing a violation of the terms of this Article
8.  Employee agrees that in the event of such breach the amount of damages would
be  difficult  or impossible to determine, and agrees to a bond in the amount to
be  determined  by  a  court  of  competent  jurisdiction.

                                        3
<PAGE>

     8.6     Severance, Reformation.  Should any court of competent jurisdiction
             ----------------------
hold any portion of this Article 8 to be unenforceable in whole or in part, such
court  shall  be  authorized and requested to sever the offending provision from
this  Article  8,  and  to  reform  this  Article  so as to comply as closely as
possible with the intentions of the parties as stated herein, so that it will be
enforceable  by  injunction.

     8.7     Survival  of  Termination.  The  provisions of this Article 8 shall
             -------------------------
survive termination of Employee's employment; provided, however, such provisions
shall  not  survive  if  this  Agreement  is  terminated by Employee pursuant to
Section  2.2  of  this  Agreement.

     9.     Warranties  and  Representations of the Employee.  Employee warrants
            ------------------------------------------------
and  represents  that  the  Employee  is not subject to any agreement, contract,
judgment,  decree,  or  limitation  the effect of which would prohibit, limit or
otherwise restrict the employment of the Employee by the Company pursuant to the
terms  of  this  Agreement.

     10.     Services  on  Behalf  of  Subsidiary  Companies.  The  Employee's
             -----------------------------------------------
services hereunder shall be performed on behalf of the  Company and on behalf of
each  subsidiary  of  the Company whether now existing or hereafter formed.  For
purposes of this Agreement, the "Company" shall refer to and include each of the
subsidiaries  of  the  Company.

     11.     Indemnification.  The  Company  agrees  that  it will indemnify and
             ---------------
hold  harmless  the  Employee against any losses, claims, damages or liabilities
(including,  but  not limited to, all costs of defense and investigation and all
attorneys'  fees)  to  which  Employee  may  become  subject,  under the federal
securities  laws  or  otherwise,  insofar  as  such  losses,  claims, damages or
liabilities  (or  actions in respect thereof) arise out of or are based upon any
untrue  statement or alleged untrue statement of any material fact contained in,
or  material  omission  from  any registration statement or other document filed
with the Securities and Exchange Commission or otherwise made public, where such
untrue  statement  or material omission relates to matters outside of Employee's
direct  knowledge  and  upon  which  Employee relied upon reasonably and in good
faith.

     12.     Notices.  All notices, requests, consents and other communications,
             -------
required  or  permitted  to be given hereunder, shall be in writing and shall be
deemed  to  have  been  duly  given  if  delivered personally or sent by prepaid
telegram,  or  mailed  first-class, postage prepaid, by registered mail (notices
sent by telegram or mailed shall be deemed to have been given on the date sent),
as  follows  (or to such other address as either party shall designate by notice
in  writing  to  the  other  in  accordance  herewith):

     If  to  the  Employee:

     George  M.  Harrison,  Jr.
     208  Wyandot  Street
     Darlington,  South  Carolina  29532

                                        4
<PAGE>

     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:

     Darlington  Music  Co.,  Inc.
     515  Congress  Avenue,  Suite  1200
     Austin,  Texas  78701
     Attn:  Mr.  Greg  Wilson

     With  a  copy  to:

     Rodney  Varner
     Wilson  &  Varner,  L.L.P.
     301  Congress  Avenue,  Suite  2025
     Austin,  Texas  78701

     13.     Governing  Law.  This  Agreement shall be governed by and construed
             --------------
and  enforced  in  accordance with the local laws of the State of South Carolina
applicable  to  agreements  made and to be performed entirely in such state.  In
any  litigation  for  enforcement  or  interpretation  of  this  Agreement,  the
prevailing  party  shall be entitled to recover his or its reasonable attorneys'
fees,  costs  and expenses, in addition to any other remedies provided at law or
in  equity.

     14.     Headings  and  Captions.  The section headings contained herein are
             -----------------------
for  reference  purposes  only  and  shall  not in any way affect the meaning or
interpretation  of  this  Agreement.

     15.     Entire Agreement.  This Agreement along with the Agreement and Plan
             ----------------
of  Reorganization  dated  November  12,  1997,  and other documents referred to
therein,  set  forth  the  entire  agreement  and  understanding  of the parties
relating  to  the  subject  matter  hereof,  and supersede all prior agreements,
arrangements and understandings, written or oral, relating to the subject matter
hereof.  No  representation, promise or inducement has been made by either party
that  is  not  embodied  in  this  Agreement  and/or  said Agreement and Plan of
Reorganization,  and  neither  party shall be bound by or liable for any alleged
representation,  promise  or  inducement  not  so  set  forth.

     16.     Assignment.  This  Agreement,  and  the  Employee's  rights  and
             ----------
obligations  hereunder,  may  not  be assigned by the Employee.  The Company may
freely  assign  its  rights,  together  with  its obligations, hereunder without
consent of the Employee.  In such event the obligations of the Company hereunder
shall be binding on its successors or assigns, whether by merger, consolidation,
or  acquisition  of  all  or  substantially  all  of  its business or assets, or
otherwise.

                                        5
<PAGE>

     17.     Amendments:  No  Waiver.  This  Agreement may be amended, modified,
             -----------------------
superseded, cancelled, renewed or extended and the terms or covenants hereof may
be  waived, only by a written instrument executed by both of the parties hereto,
or  in  the  case  of a waiver, by the party waiving compliance.  The failure of
either party at any time or times to require performance of any provision hereof
shall  in  no  manner  affect the right at a later time to enforce the same.  No
waiver  by  either party of the breach of any term or covenant contained in this
Agreement,  whether by conduct or otherwise, in any one or more instances, shall
be  deemed  to  be,  or construed as, a further or continuing waiver of any such
breach,  or  a  waiver  of the breach of any other term or covenant contained in
this  Agreement.

     18.     Arbitration.  Except  to  the  extent  not preempted by the Federal
             -----------
Arbitration  Act,  9  U.S.C.  1 et seq. (1970), any claim or controversy arising
                                -- ---
out  of,  or  relating  to,  any  provision of this Employment Agreement, or the
breach  thereof,  or  the  Employee's  employment in general, shall upon written
demand  of any party, be settled by three (3) arbitrators in accordance with the
Commercial  Arbitration  Rules  then  in  effect  of  the  American  Arbitration
Association  to  the  extent  consistent  with  the  laws  of the State of South
Carolina  and  the  Uniform Arbitration Act, S.C. Code  15-48-10, et seq., (Law.
                                                                  -- ---
Co-Op.  1976,  as amended).  Judgment rendered by the arbitrators may be entered
in  the  appropriate  Court  in  Darlington  County,  South  Carolina,  having
jurisdiction  thereof.  Arbitration  shall  be held in the County of Darlington,
State  of  South  Carolina.

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

                                   DARLINGTON  MUSIC  CO.,  INC.


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

                                   EMPLOYEE

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

                                        6
<PAGE>

                                   SCHEDULE  A
                                   -----------

                           Exceptions  to  Non-compete

1.     Harrison  and  Associates,  a  general  partnership  consisting  of the 3
Shareholders  plus  their  mother,  Mary  E. Harrison, which primarily owns real
estate,  some  of  which  is  leased to third parties who have entered into Coin
Machine  Leasing  and  Service  Agreements  with  the  Company.

2.     G.B.T.  Harrison, a general partnership consisting of the 3 Shareholders,
which  primarily  owns real estate, some of which is leased to third parties who
have  entered into Coin Machine Leasing and Service Agreements with the Company.

3.     Steve's  One  Stop, owned by Harrison and Associates, is a store location
leased  to  a  third  party.

4.     J  and  J  Grocery, owned by Harrison and Associates, is a store location
leased  to  a  third  party.

5.     Mike's  Place,  owned  by  Harrison  and  Associates, is a store location
leased  to  a  third  party.

6.     Old  Bozos  Pizza, owned by G.B.T. Harrison, is a store location which is
currently  empty.

7.     Positive  Teen, owned by G.B.T. Harrison, is a store location leased to a
third  party.

8.     R.B. Jr., owned by the Shareholders' mother, Mary E. Harrison, is a store
location  leased  to  a  third  party.

9.     Old  Ebonys,  owned  by  the Shareholders' mother, Mary E. Harrison, is a
store  location  leased  to  a  third  party.

10.     Radio  Shack  Building,  owned  by  the  Shareholders'  mother,  Mary E.
Harrison,  is  a  store  location  leased  to  a  third  party.

<PAGE>

          THIS EMPLOYMENT AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT
          ------------------------------------------------------------
        TO THE UNIFORM ARBITRATION ACT, S.C. CODE ANN.  15-48-10, ET SEQ.
        -----------------------------------------------------------------
                        (LAW CO-OP. 1976 AND SUPP. 1997)
                        --------------------------------


                        AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS  AMENDMENT  TO  EMPLOYMENT  AGREEMENT  (this "Amendment") between
Darlington  Music  Co.,  Inc.  (the  "Company") and George M. Harrison, Jr. (the
"Employee")  is  entered  into  as  of  the  25th  day  of  February,  1998.
                                             ----

          WHEREAS,  the  Company  and  the  Employee  entered into an Employment
Agreement  as  of  December  18,  1997  (the  "Employment  Agreement");  and

          WHEREAS,  the  parties  to the Employment Agreement wish to modify and
amend  certain  provisions  of  the  Employment  Agreement;

          NOW, THEREFORE, in consideration of the recitals and 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  DO  HEREBY  AGREE  as  follows:

          1. Amendment of Section 2.3. The following sentence is hereby added to
             ------------------------ 
the end of Section 2.3: "Provided,  however,  upon termination of the Employee's
employment  with the  Company  by the  Company  or the  Employee  for any reason
whatsoever,  the  balance  due,  including  accrued  interest  thereon,  on  the
Promissory  Note dated  February  24,  1998,  by and between the Company and the
Employee  shall be forgiven in full and any  obligation  of the Employee to make
further  payments of principal  and/or  interest to the Company  pursuant to the
Promissory Note shall thereby immediately be terminated and forgiven."

          2.  Amendment of Section 3. Section 3 of the  Employment  Agreement is
              ----------------------
hereby  amended to read in its  entirety as follows:  "Employee  shall be paid a
salary of one hundred twenty-five  thousand dollars ($125,000) per year, payable
in monthly  installments  throughout  each year." Such  adjustment to the annual
salary of the Employee shall be retroactive to December 18, 1997.

          3.  Miscellaneous.  This  Amendment  controls  over  any  contrary  or
              -------------
inconsistent  provision  of the  Employment  Agreement.  Every  provision of the
Employment  Agreement not specifically  amended or modified by the terms of this
Amendment shall remain in full force and effect.

<PAGE>

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

                                   DARLINGTON  MUSIC  CO.,  INC.


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


                                   EMPLOYEE


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

<PAGE>

          THIS EMPLOYMENT AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT
          ------------------------------------------------------------
        TO THE UNIFORM ARBITRATION ACT, S.C. CODE ANN.  15-48-10, ET SEQ.
        -----------------------------------------------------------------
                        (LAW CO-OP. 1976 AND SUPP. 1997)
                        --------------------------------


                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS  SECOND  AMENDMENT  TO  EMPLOYMENT  AGREEMENT  (this "Amendment")
between  Darlington  Music Co., Inc. (the "Company") and George M. Harrison, Jr.
(the  "Employee")  is  entered  into  as  of  the  27th  day  of  July,  1998.
                                                   ----           ----

          WHEREAS,  the  Company  and  the  Employee  entered into an Employment
Agreement as of December 18, 1997, as amended February 25, 1998 (the "Employment
Agreement");  and

          WHEREAS,  the  parties  to the Employment Agreement wish to modify and
amend  certain  provisions  of  the  Employment  Agreement;

          NOW, THEREFORE, in consideration of the recitals and 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  DO  HEREBY  AGREE  as  follows:

               1. Amendment of Section 2. Section 2 of the Employment  Agreement
                  ----------------------
is hereby  amended to read in its  entirety as follows:  "Employment  under this
Agreement  shall  commence on December 18, 1997 and continue for one year unless
earlier terminated in the manner provided below; provided,  however,  Employee's
employment shall be extended for up to two consecutive one year terms unless the
Company notifies  Employee at least thirty days prior to the termination date of
its desire not to extend the terms of this Agreement."

               2.  Miscellaneous.  This Amendment  controls over any contrary or
                   -------------
inconsistent  provision  of the  Employment  Agreement.  Every  provision of the
Employment  Agreement not specifically  amended or modified by the terms of this
Amendment shall remain in full force and effect.


<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first  above  written.

                                   DARLINGTON  MUSIC  CO.,  INC.


                                   By:     /s/  Frank  Thatcher,  Sr.
                                           --------------------------
                                   Name:  Frank  Thatcher,  Sr.
                                          ---------------------
                                   Its:  Vice  President
                                         ---------------


                                   EMPLOYEE


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

<PAGE>