IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT
                       IN AND FOR MANATEE COUNTY, FLORIDA

                              Case No.  CA 95-4278

STATE  OF  FLORIDA,
OFFICE  OF  THE  ATTORNEY  GENERAL,

     Plaintiff,

vs.

959  HALL  FOR  HIRE,  INC.,  a
Florida  corporation;
6323  14th  STREET  HALL  FOR  HIRE,  INC.,
a  Florida  corporation;  PATRICK  SAVAGE;
and  AMERICAN  BINGO  &  GAMING,  a
foreign  corporation,

     Defendants.

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                             SETTLEMENT  AGREEMENT
                             ---------------------

     The  Plaintiff,  STATE  OF FLORIDA, OFFICE OF THE ATTORNEY GENERAL, and the
Defendants,  959  HALL FOR HIRE, INC., 6323 14th STREET HALL FOR HIRE, INC., and
AMERICAN  BINGO  & GAMING CORP. (hereinafter "Defendants"), by and through their
respective  attorneys  undersigned,  hereby settle all claims in accordance with
the  following  terms  and  conditions:

     1. The Defendants  shall pay the sum of $30,000 to the Plaintiff  within 30
days of the  date of the  sentencings  in Case  No.  95-2943(F)(B)  and Case No.
95-2943(F)(C).  (The  Defendants,  959 Hall for Hire,  Inc. and 6323 14th Street
Hall for Hire, Inc.,  shall each contribute the sum of $15,000,  as set forth in
their plea agreements in the two criminal cases referenced above.)

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     2. The  Defendants  and all related  entities  and their  principals  shall
permanently  cease all involvement of any kind in any bingo or gambling  related
activities in the State of Florida.  Within the same time frame set forth above,
the Defendants shall transfer their interests in three purchase money notes with
respect to the three  Florida bingo halls  located at 959 Pondella  Road,  North
Fort Myers; 6323 14th Street,  Bradenton;  and 1700 Tamiami Trail,  Murdock; and
the notes shall not be transferred to Philip Furtney, any member of the Pondella
Enterprise,  or any related  businesses,  affiliates,  or associates;  the notes
shall not be transferred to any  corporations  or subsidiaries of the Defendants
or the  principals  thereof;  and the notes shall not be transferred at a profit
over their face value.

     3. Within the same time frame set forth above,  the Defendants  shall amend
any and all misleading statements made to the Securities and Exchange Commission
regarding  this case and the criminal  cases  referenced  above.  Such amendment
shall be subject to approval by the  Plaintiff,  but such approval  shall not be
unreasonably withheld.

     4.  Following the completion of the acts required in paragraphs 1 through 3
above, as well as the completion of all appellate  proceedings in this case, the
parties shall execute and exchange mutual general releases in favor of the other
parties and their affiliates.

     5.  Following the completion of the acts and events set forth in paragraphs
1 through 4 above,  the  Plaintiff  shall file its  dismissal  of this case with
prejudice, with each party to bear its own attorney's fees and costs.

     6. All  terms and  conditions  of this  agreement  shall  remain  operative
regardless of the outcome of appellate proceedings in this case.

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     7. This  agreement  shall not operate to abridge any party's  right to take
the pending appellate proceedings to conclusion.

     8. The parties  acknowledge  and agree that this agreement  constitutes the
compromise of an existing dispute, and not an admission of liability or damages,
or of the strength or weakness of any claims, defenses, or positions.

     9. The trial court shall retain  jurisdiction  to enforce the terms of this
agreement.


/s/  Jacqueline  H.  Dowd            /s/  Robert  W.  Genzman
-------------------------            ------------------------
Jacqueline  H.  Dowd                 Robert  W.  Genzman,  Esquire
Assistant  Attorney  General         Florida  Bar  No.  339148
Office of the Attorney General       AKERMAN,  SENTERFITT  &  EIDSON,  P.A.
Department  of  Legal  Affairs       P.O.  Box  231
28 West Central Blvd., Suite 310     Orlando,  FL  32802-0231
Orlando,  FL  32801                  (407)  843-7860
Attorney  for  Plaintiff             Telecopier  (407)  843-6610
                                     Attorneys  for  Defendants,  959 HALL FOR
                                     HIRE, INC., 6323 14TH STREET HALL FOR
                                     HIRE, INC. and  AMERICAN  BINGO  &  GAMING
                                     CORPORATION

1/27/97                              1/27/97
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Date                                 Date

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