EXHIBIT 10.1

                          AMERICAN BINGO & GAMING CORP.
                                STOCK OPTION PLAN

                                    ARTICLE I
                                   DEFINITIONS

     As  used herein, the following terms have the following meanings unless the
context  clearly  indicates  to  the  contrary:

          "Award"  shall  mean  a  grant  of  Restricted  Stock  or  an  SAR.
           -----

          "Award  Agreement"  shall  mean an Agreement between the Company and a
           ----------------
Grantee  relating  to  a  grant  of  Restricted  Stock  or  an  SAR.

          "Board"  shall  mean  the  Board  of  Directors  of  the  Company.
           -----

          "Cause"  shall mean theft or destruction of property of the Company, a
           -----
Parent,  or  a  Subsidiary,  disregard  of Company rules or policies, or conduct
evincing  willful  or  wanton  disregard  of the interests of the Company.  Such
determination  shall  be made by the Committee based on information presented by
the  Company  and  the  Employee  and  shall be final and binding on all parties
hereto.

          "Change  in Control" shall mean the occurrence of any of the following
           ------------------
events:  (i)  any  individual  or  entity:  (A) directly or indirectly acquiring
beneficial ownership of 35% or more of the Stock of the Company outstanding from
time  to  time; or (B) making a tender offer for 35% or more of the Stock of the
Company  outstanding;  or  (ii)  individuals  who  constitute  a majority of the
Company's  Board  of  Directors  on the date of the adoption of this Plan by the
Board  of  Directors, or individuals elected or nominated directly or indirectly
by  at  least  a  majority  of  such  current  directors, no longer constitute a
majority  of the Company's Board of Directors; or (iii) a merger, consolidation,
asset  sale  or other transaction involving the sale or other transfer of all or
substantially  all  of  the  business  or  assets  of  the  Company.

          "Code"  shall  mean  the  United States Internal Revenue Code of 1986,
           ----
including  effective  date  and transition rules (whether or not codified).  Any
reference  herein to a specific section of the Code shall be deemed to include a
reference  to  any  corresponding  provision  of  future  law.

          "Committee" shall mean a committee of at least two Directors appointed
           ---------
from time to time by the Board, having the duties and authority set forth herein
in addition to any other authority granted by the Board; provided, however, that
with  respect  to  any  Options or Awards granted to an individual who is also a
Section  16  Insider, the Committee shall consist of at least two Directors (who
need  not  be members of the Committee with respect to Options or Awards granted
to  any other individuals) who are Non-Employee Directors, and all authority and
discretion  shall  be  exercised  by  such Non-Employee Directors and references
herein  to  the  "Committee"  shall  mean  such  insofar  as  any  actions  or
determinations of the Committee shall relate to or affect Options or Awards made
to or held by any Section 16 Insider.  At any time that the Board shall not have
appointed  a committee as described above, any reference herein to the Committee
shall  mean  a  reference  to  the  Board.

          "Company"  shall  mean  American  Bingo  &  Gaming  Corp.,  a Delaware
           -------
corporation.

          "Director"  shall  mean a member of the Board and any person who is an
           --------
advisory  or  honorary  director  of  the Company if such person is considered a
director  for  the  purposes of Section 16 of the Exchange Act, as determined by
reference  to such Section 16 and to the rules, regulations, judicial decisions,
and  interpretative  or  "no-action"  positions  with  respect  thereto  of  the
Securities  and  Exchange  Commission, as the same may be in effect or set forth
from  time  to  time.

          "Employee"  shall  mean  an  employee  of  the  Employer.
           --------

          "Employer"  shall  mean  the  corporation  that  employs  a  Grantee.
           --------

          "Exchange  Act"  shall  mean the Securities Exchange Act of 1934.  Any
           -------------
reference  herein  to  a specific section of the Exchange Act shall be deemed to
include  a  reference  to  any  corresponding  provision  of  future  law.

          "Exercise  Price"  shall  mean  the  price  at  which  an Optionee may
           ---------------
purchase  a  share  of  Stock  under  a  Stock  Option  Agreement.

          "Fair Market Value" on any date shall mean (i) the closing sales price
           -----------------
of  the  Stock,  regular way, on such date on the securities exchange having the
greatest  volume  of trading in the Stock during the thirty-day period preceding
the  day  the  value  is  to be determined or, if such exchange was not open for
trading  on such date, the next preceding date on which it was open; (ii) if the
Stock  is not traded on any securities exchange, the average of the closing high
bid  and low asked prices of the Stock on the over-the-counter market on the day
such  value  is to be determined, or in the absence of closing bids on such day,
the closing bids on the next preceding day on which there were bids; or (iii) if
the  Stock  also  is  not traded on the over-the-counter market, the fair market
value  as  determined  in good faith by the Board or the Committee based on such
relevant  facts  as may be available to the Board, which may include, but not be
limited  to,  opinions  of  independent experts, the price at which recent sales
have  been  made,  the  book  value  of the Stock, and the Company's current and
future  earnings.

          "Grantee"  shall  mean a person who is an Optionee or a person who has
           -------
received  an  Award  of  Restricted  Stock  or  an  SAR.

          "Incentive Stock Option" shall mean an option to purchase any stock of
           ----------------------
the  Company,  which  complies with and is subject to the terms, limitations and
conditions  of  Section  422  of  the  Code and any regulations promulgated with
respect  thereto.

          "Non-Employee Director" shall have the meaning set forth in Rule 16b-3
           ---------------------
under  the  Exchange  Act, as the same may be in effect from time to time, or in
any  successor  rule thereto, and shall be determined for all purposes under the
Plan  according  to interpretative or "no-action" positions with respect thereto
issued  by  the  Securities  and  Exchange  Commission.

          "Officer"  shall  mean  a  person  who  constitutes  an officer of the
           -------
Company  for  the  purposes  of Section 16 of the Exchange Act, as determined by
reference  to such Section 16 and to the rules, regulations, judicial decisions,
and  interpretative  or  "no-action"  positions  with  respect  thereto  of  the
Securities  and  Exchange  Commission, as the same may be in effect or set forth
from  time  to  time.

          "Option"  shall  mean  an  option,  whether  or not an Incentive Stock
           ------
Option,  to  purchase  Stock  granted  pursuant  to the provisions of Article VI
hereof.

          "Optionee"  shall  mean  a  person  to whom an Option has been granted
           --------
hereunder.

          "Parent"  shall  mean  any corporation (other than the Employer) in an
           ------
unbroken  chain  of corporations ending with the Employer if, at the time of the
grant  (or  modification) of the Option, each of the corporations other than the
Employer  owns  stock possessing 50 percent or more of the total combined voting
power  of  the  classes of stock in one of the other corporations in such chain.

          "Permanent  and Total Disability" shall have the same meaning as given
           -------------------------------
to that term by Code Section 22(e)(3) and any regulations or rulings promulgated
thereunder.

          "Plan" shall mean the American Bingo & Gaming Corp. Stock Option Plan,
           ----
the  terms  of  which  are  set  forth  herein.

          "Purchasable"  shall  refer  to  Stock  which  may  be purchased by an
           -----------
Optionee  under  the  terms of this Plan on or after a certain date specified in
the  applicable  Stock  Option  Agreement.

          "Qualified  Domestic Relations Order" shall have the meaning set forth
           -----------------------------------
in  the  Code  or in the Employee Retirement Income Security Act of 1974, or the
rules  and  regulations  promulgated  under  the  Code  or  such  Act.

          "Reload  Option"  shall  have  the  meaning  set  forth in Section 6.8
           --------------
hereof.

          "Restricted  Stock"  shall mean Stock issued, subject to restrictions,
           -----------------
to  a  Grantee  pursuant  to  Article  VII  hereof.

          "SAR"  means  a  stock  appreciation  right.
           ---

          "SAR Exercise Price" means the base value established by the Committee
           ------------------
for  a  SAR  on the date the SAR is granted and which is used in determining the
amount  of  benefit,  if  any,  paid  to  a  Grantee.

          "Section  16  Insider"  shall  mean  any  person who is subject to the
           --------------------
provisions  of  Section  16  of  the  Exchange  Act.

          "Stock" shall mean the Common Stock, $.001 par value per share, of the
           -----
Company  or,  in  the  event  that the outstanding shares of Stock are hereafter
changed  into  or exchanged for shares of a different stock or securities of the
Company  or  some  other  entity,  such  other  stock  or  securities.

          "Stock  Option  Agreement" shall mean an agreement between the Company
           ------------------------
and  an Optionee under which the Optionee may purchase Stock hereunder, a sample
form  of  which is attached hereto as Exhibit A (which form may be varied by the
Committee  in  granting  an  Option).

          "Subsidiary"  shall  mean any corporation (other than the Employer) in
           ----------
an unbroken chain of corporations beginning with the Employer if, at the time of
the  grant  (or modification) of the Option, each of the corporations other than
the  last  corporation in the unbroken chain owns stock possessing 50 percent or
more  of  the  total combined voting power of all classes of stock in one of the
other  corporations  in  such  chain.

                                   ARTICLE II
                                    THE PLAN


     2.1     Name.  This  Plan  shall  be  known as the "American Bingo & Gaming
             ----
Corp.  Stock  Option  Plan."

     2.2     Purpose.  The  purpose  of  the Plan is to advance the interests of
             -------
the  Company,  its  Subsidiaries  and  its  shareholders  by  affording  certain
employees,  Officers  and Directors of the Company and its Subsidiaries, as well
as key consultants and advisors to the Company or any Subsidiary, an opportunity
to  acquire  or  increase  their  proprietary  interests  in  the  Company.  The
objective of the issuance of the Options and Awards is to promote the growth and
profitability  of  the Company and its Subsidiaries because the Grantees will be
provided  with  an  additional  incentive  to  achieve  the Company's objectives
through  participation  in  its  success  and  growth  and  by encouraging their
continued  association  with  or  service  to  the  Company.

     2.3     Effective  Date.  The  Plan  shall become effective on February 26,
             ---------------
1999;  provided,  however,  that  the  Plan  shall terminate, and all Options or
Awards  theretofore  granted  or  awarded  shall  become  void  and  may  not be
exercised,  on  June  30,  1999, if the shareholders of the Company shall not by
that  date  have  approved  the  Plan's  adoption.

                                   ARTICLE III
                                  PARTICIPANTS


     The  class  of persons eligible to participate in the Plan shall consist of
all  persons  whose  participation in the Plan the Committee determines to be in
the  best  interests  of the Company which shall include, but not be limited to,
Directors,  Officers  and  employees,  including  but  not  limited to executive
personnel,  of  the  Company  or  any Subsidiary, as well as key consultants and
advisors  to  the  Company  or  any  Subsidiary.

                                   ARTICLE IV
                                 ADMINISTRATION


     4.1     Duties and Powers of the Committee.  The Plan shall be administered
             ----------------------------------
by the Committee.  The Committee shall select one of its members as its Chairman
and  shall  hold its meetings at such times and places as it may determine.  The
Committee  shall  keep  minutes  of  its  meetings and shall make such rules and
regulations  for  the  conduct  of  its  business as it may deem necessary.  The
Committee  shall have the power to act by unanimous written consent in lieu of a
meeting, and to meet telephonically.  In administering the Plan, the Committee's
actions  and  determinations  shall  be  binding on all interested parties.  The
Committee shall have the power to grant Options or Awards in accordance with the
provisions  of the Plan and may grant Options and Awards singly, in combination,
or  in  tandem.  Subject to the provisions of the Plan, the Committee shall have
the  discretion  and authority to determine those individuals to whom Options or
Awards  will  be  granted  and  whether such Options shall be accompanied by the
right  to  receive Reload Options, the number of shares of Stock subject to each
Option or Award, such other matters as are specified herein, and any other terms
and  conditions  of  a Stock Option Agreement or Award Agreement.  The Committee
shall  also  have  the  discretion  and authority to delegate to any Officer its
powers  to  grant  Options  or  Awards  under  the  Plan to any person who is an
employee  of  the  Company  but  not  an  Officer or Director. To the extent not
inconsistent  with  the provisions of the Plan, the Committee may give a Grantee
an  election  to surrender an Option or Award in exchange for the grant of a new
Option  or Award, and shall have the authority to amend or modify an outstanding
Stock  Option  Agreement  or Award Agreement, or to waive any provision thereof,
provided  that  the  Grantee  consents  to  such  action.

     4.2     Interpretation;  Rules.  Subject  to  the express provisions of the
             ----------------------
Plan, the Committee also shall have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option and Award Agreement, and to make
all  other  determinations  necessary or advisable for the administration of the
Plan,  including,  without  limitation, the amending or altering of the Plan and
any  Options or Awards granted hereunder as may be required to comply with or to
conform  to  any  federal,  state,  or  local  laws  or  regulations.

     4.3     No  Liability.  Neither  any  member of the Board nor any member of
             -------------
the Committee shall be liable to any person for any act or determination made in
good  faith  with  respect to the Plan or any Option or Award granted hereunder.

     4.4     Majority  Rule.  A  majority  of the members of the Committee shall
             --------------
constitute  a quorum, and any action taken by a majority at a meeting at which a
quorum  is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of the
Committee.

     4.5     Company  Assistance.  The  Company  shall  supply  full  and timely
             -------------------
information  to the Committee on all matters relating to eligible persons, their
employment,  death,  retirement, disability, or other termination of employment,
and  such other pertinent facts as the Committee may require.  The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the  performance  of  its  duties.

                                    ARTICLE V
                         SHARES OF STOCK SUBJECT TO PLAN


     5.1     Limitations.  Subject  to  any  antidilution adjustment pursuant to
             -----------
the provisions of Section 5.2 hereof, the maximum number of shares of Stock that
may be issued hereunder shall be 750,000.  Any or all shares of Stock subject to
the  Plan  may  be  issued  in  any  combination  of  Incentive  Stock  Options,
non-Incentive  Stock Options, Restricted Stock, or SARs, and the amount of Stock
subject  to  the  Plan  may  be  increased  from time to time in accordance with
Article  X.  Shares  subject  to  an  Option or issued as an Award may be either
authorized  and  unissued  shares  or  shares  issued  and later acquired by the
Company.  The  shares  covered  by any unexercised portion of an Option that has
terminated  for  any  reason, or any forfeited portion of an Award, may again be
optioned  or  awarded under the Plan, and such shares shall not be considered as
having  been  optioned  or  issued  in  computing  the number of shares of Stock
remaining  available  for  option  or  award  hereunder.

     5.2     Antidilution.
             ------------

          (a)     If  (x)  the  outstanding  shares of Stock are changed into or
exchanged  for  a  different number or kind of shares or other securities of the
Company  by  reason  of merger, consolidation, reorganization, recapitalization,
reclassification,  combination  or  exchange  of shares, or stock split or stock
dividend,  (y) any spin-off, spin-out or other distribution of assets materially
affects  the  price  of  the Company's stock, or (z) there is any assumption and
conversion  to  the  Plan  by  the  Company of an acquired company's outstanding
option  grants,  then:

               (i)  the  aggregate  number and kind of shares of Stock for which
Options  or Awards may be granted hereunder shall be adjusted proportionately by
the  Committee;  and

               (ii)  the  rights  of Optionees under outstanding Options and the
rights  of  the  holders  of  Awards,  shall  be adjusted proportionately by the
Committee.

          (b)     If  the  Company  is subject to a transaction in which it does
not  survive,  involving  merger,  consolidation, or acquisition of the stock or
substantially  all  the  assets of the Company or other similar transaction, the
Committee,  in  its  discretion,  may:

               (i)  notwithstanding  other  provisions  hereof, declare that all
Options  granted  under  the  Plan  shall  become  exercisable  immediately
notwithstanding  the  provisions  of  the  respective  Stock  Option  or  Award
Agreements  regarding  exercisability,  that  all  such  Options  and SARs shall
terminate  30  days  after  the  Committee gives written notice of the immediate
right to exercise all such Options and SARs and of the decision to terminate all
Options  and  SARs  not  exercised  within  such  30-day  period,  and  that all
then-remaining  restrictions  pertaining  to  Awards  under  the  Plan  shall
immediately  lapse;  and/or

               (ii) notify all Grantees that all Options or Awards granted under
the  Plan  shall  be  assumed  by the successor corporation or substituted on an
equitable  basis with options, SARs or restricted stock issued by such successor
corporation.

     The  Company shall be deemed not to have survived a transaction if pursuant
to  such  transaction  the  Company becomes a wholly-owned subsidiary of another
entity.

          (c)     If  the Company is to be liquidated or dissolved in connection
with  a  reorganization  described  in  Section  5.2(b),  the provisions of such
Section  shall  apply.  In  all  other  instances,  the  adoption  of  a plan of
dissolution  or  liquidation  of  the  Company  shall,  notwithstanding  other
provisions  hereof,  cause  all then-remaining restrictions pertaining to Awards
under the Plan to lapse, and shall cause every Option outstanding under the Plan
to  terminate  to  the extent not exercised prior to the adoption of the plan of
dissolution  or  liquidation by the shareholders, provided that, notwithstanding
other  provisions hereof, the Committee may declare all Options and SARs granted
under the Plan to be exercisable at any time on or before the fifth business day
following  such  adoption notwithstanding the provisions of the respective Stock
Option  or  Award  Agreements  regarding  exercisability.

          (d)     The  adjustments  described  in  paragraphs (a) through (c) of
this  Section  5.2,  and  the  manner  of their application, shall be determined
solely  by  the  Committee.  The adjustments required under this Article V shall
apply  to  any  successors  of  the  Company and shall be made regardless of the
number  or  type  of  successive  events  requiring  such  adjustments.

                                   ARTICLE VI
                                     OPTIONS


     6.1     Types  of  Options  Granted.  The  Committee  may, under this Plan,
             ---------------------------
grant  either  Incentive  Stock  Options  or  Options  which  do  not qualify as
Incentive  Stock  Options.  Within  the  limitations provided in this Plan, both
types  of  Options  may  be  granted  to the same person at the same time, or at
different  times, under different terms and conditions, as long as the terms and
conditions  of  each  Option  are  consistent  with  the provisions of the Plan.
Without  limitation  of  the  foregoing,  Options  may  be  granted  subject  to
conditions based on the financial performance of the Company or any other factor
the  Committee  deems  relevant.

     6.2     Option Grant and Agreement.  Each Option granted hereunder shall be
             --------------------------
evidenced by minutes of a meeting or the written consent of the Committee and by
a  written Stock Option Agreement executed by the Company and the Optionee.  The
terms of the Option, including the Option's duration, time or times of exercise,
exercise  price, whether the Option is intended to be an Incentive Stock Option,
and  whether  the  Option  is to be accompanied by the right to receive a Reload
Option,  shall  be  stated  in  the  Stock Option Agreement.  No Incentive Stock
Option  may  be  granted  more  than ten years after the earlier to occur of the
effective  date  of  the  Plan or the date the Plan is approved by the Company's
shareholders.

     Separate  Stock  Option  Agreements  may be used for Options intended to be
Incentive  Stock  Options and those not so intended, but any failure to use such
separate  agreements  shall  not  invalidate,  or otherwise adversely affect the
Optionee's  interest  in,  the  Options  evidenced  thereby.

     6.3     Optionee  Limitations.  The  Committee shall not grant an Incentive
             ---------------------
Stock  Option  to  any  person  who,  at  the time the Incentive Stock Option is
granted:

          (a)     is  not an employee of the Company or any of its Subsidiaries;
or

          (b)     owns  or is considered to own stock possessing at least 10% of
the total combined voting power of all classes of stock of the Company or any of
its  Parent  or Subsidiary corporations; provided, however, that this limitation
shall not apply if at the time an Incentive Stock Option is granted the Exercise
Price  is  at  least  110% of the Fair Market Value of the Stock subject to such
Option  and  such  Option by its terms would not be exercisable after five years
from  the  date  on  which  the  Option  is  granted.  For  the  purpose of this
subsection  (b),  a  person  shall  be  considered to own:  (i) the stock owned,
directly  or  indirectly,  by or for his or her brothers and sisters (whether by
whole  or  half blood), spouse, ancestors and lineal descendants; (ii) the stock
owned,  directly or indirectly, by or for a corporation, partnership, estate, or
trust  in  proportion  to  such person's stock interest, partnership interest or
beneficial  interest therein; and (iii) the stock which such person may purchase
under  any outstanding options of the Employer or of any Parent or Subsidiary of
the  Employer.

     6.4     $100,000 Limitation.  Except as provided below, the Committee shall
             --------------------
not  grant  an  Incentive  Stock Option to, or modify the exercise provisions of
outstanding  Incentive  Stock  Options  held by, any person who, at the time the
Incentive  Stock  Option is granted (or modified), would thereby receive or hold
any  Incentive Stock Options of the Employer and any Parent or Subsidiary of the
Employer,  such  that  the  aggregate  Fair  Market  Value (determined as of the
respective  dates  of  grant  or  modification of each option) of the stock with
respect to which such Incentive Stock Options are exercisable for the first time
during any calendar year is in excess of $100,000 (or such other limit as may be
prescribed  by  the  Code  from  time  to  time);  provided  that  the foregoing
                                                   --------
restriction  on  modification  of  outstanding Incentive Stock Options shall not
preclude  the Committee from modifying an outstanding Incentive Stock Option if,
as  a  result  of  such  modification and with the consent of the Optionee, such
Option  no  longer  constitutes an Incentive Stock Option; and provided that, if
the  $100,000  limitation  (or  such  other  limitation  prescribed by the Code)
described  in  this  Section  6.4  is  exceeded, the Incentive Stock Option, the
granting or modification of which resulted in the exceeding of such limit, shall
be  treated  as  an  Incentive  Stock Option up to the limitation and the excess
shall  be  treated  as  an  Option  not qualifying as an Incentive Stock Option.

     6.5     Exercise  Price.  The  Exercise  Price of the Stock subject to each
             ---------------
Option  shall  be  determined  by  the  Committee.  Subject to the provisions of
Section 6.3(b) hereof, the Exercise Price of an Incentive Stock Option shall not
be  less  than  the  Fair Market Value of the Stock as of the date the Option is
granted  (or  in  the  case  of  an  Incentive Stock Option that is subsequently
modified,  on  the  date  of  such  modification).  The  Exercise  Price  of  a
non-Incentive  Stock  Option shall not be less than 50% of the Fair Market Value
of  the  Stock  on  the  date  the  Option  is  granted.

     6.6     Exercise  Period.  The  period  for  the  exercise  of  each Option
             ----------------
granted  hereunder  shall  be  determined by the Committee, but the Stock Option
Agreement  with  respect to each Option intended to be an Incentive Stock Option
shall  provide that such Option shall not be exercisable after the expiration of
ten  years from the date of grant (or modification) of the Option.  In addition,
no  Option  granted  to  a  Section 16 Insider shall be exercisable prior to the
expiration of six months from the date such Option is granted, other than in the
case  of  the  death  or  disability  of  the  Optionee,  and no Option shall be
exercisable  prior  to  shareholder  approval  of  the  Plan.

     6.7     Option  Exercise.
             ----------------

          (a)     Unless  otherwise  provided  in  the Stock Option Agreement or
Section  6.6 hereof, an Option may be exercised at any time or from time to time
during  the  term  of  the Option as to any or all full shares which have become
Purchasable  under  the provisions of the Option, but not at any time as to less
than  100 shares unless the remaining shares that have become so Purchasable are
less  than  100  shares.  The Committee shall have the authority to prescribe in
any  Stock  Option Agreement that the Option may be exercised only in accordance
with  a  vesting  schedule  during  the  term  of  the  Option.

          (b)     An Option shall be exercised by (i) delivery to the Company at
its  principal  office  a written notice of exercise with respect to a specified
number  of shares of Stock and (ii) payment to the Company at that office of the
full  amount  of the Exercise Price for such number of shares in accordance with
Section  6.7(c).  If  requested  by an Optionee, an Option may be exercised with
the involvement of a stockbroker in accordance with the federal margin rules set
forth  in  Regulation  T  (in  which  case  the  certificates  representing  the
underlying shares will be delivered by the Company directly to the stockbroker).

          (c)     The  Exercise  Price  is  to  be paid in full in cash upon the
exercise  of  the  Option  and  the  Company  shall  not  be required to deliver
certificates  for  the  shares  purchased  until  such  payment  has  been made;
provided,  however,  that  in  lieu  of cash, all or any portion of the Exercise
Price  may be paid by tendering to the Company shares of Stock duly endorsed for
transfer  and  owned  by  the  Optionee,  or  by authorization to the Company to
withhold shares of Stock otherwise issuable upon exercise of the Option, in each
case  to be credited against the Exercise Price at the Fair Market Value of such
shares  on  the  date  of  exercise  (however,  no  fractional  shares may be so
transferred, and the Company shall not be obligated to make any cash payments in
consideration  of  any  excess  of  the  aggregate  Fair  Market Value of shares
transferred over the aggregate Exercise Price); provided further, that the Board
may  provide in a Stock Option Agreement (or may otherwise determine in its sole
discretion  at  the  time of exercise) that, in lieu of cash or shares, all or a
portion  of  the  Exercise  Price  may  be paid by the Optionee's execution of a
recourse  note  equal to the Exercise Price or relevant portion thereof, subject
to  compliance  with  applicable  state and federal laws, rules and regulations.

          (d)     In  addition  to  and  at  the time of payment of the Exercise
Price,  the  Optionee  shall  pay  to the Company in cash the full amount of any
federal,  state,  and  local  income,  employment,  or  other  withholding taxes
applicable  to the taxable income of such Optionee resulting from such exercise;
provided,  however,  that  in  the  discretion of the Committee any Stock Option
Agreement  may provide that all or any portion of such tax obligations, together
with  additional  taxes  not exceeding the actual additional taxes to be owed by
the Optionee as a result of such exercise, may, upon the irrevocable election of
the  Optionee,  be  paid  by tendering to the Company whole shares of Stock duly
endorsed  for  transfer  and  owned  by the Optionee, or by authorization to the
Company  to  withhold  shares  of  Stock otherwise issuable upon exercise of the
Option,  in  either  case in that number of shares having a Fair Market Value on
the  date  of exercise equal to the amount of such taxes thereby being paid, and
subject  to such restrictions as to the approval and timing of any such election
as  the Committee may from time to time determine to be necessary or appropriate
to  satisfy  the  conditions  of the exemption set forth in Rule 16b-3 under the
Exchange  Act,  if  such  rule  is  applicable.

          (e)     The  holder of an Option shall not have any of the rights of a
shareholder with respect to the shares of Stock subject to the Option until such
shares have been issued and transferred to the Optionee upon the exercise of the
Option.

     6.8     Reload  Options.
             ---------------

          (a)     The  Committee may specify in a Stock Option Agreement (or may
otherwise  determine  in  its  sole  discretion)  that  a Reload Option shall be
granted,  without  further  action  of  the  Committee,  (i)  to an Optionee who
exercises  an Option (including a Reload Option) by surrendering shares of Stock
in  payment  of  amounts specified in Sections 6.7(c) or 6.7(d) hereof, (ii) for
the  same  number  of shares as are surrendered to pay such amounts, (iii) as of
the date of such payment and at an Exercise Price equal to the Fair Market Value
of  the  Stock on such date, and (iv) otherwise on the same terms and conditions
as  the  Option  whose  exercise has occasioned such payment, except as provided
below and subject to such other contingencies, conditions, or other terms as the
Committee  shall specify at the time such exercised Option is granted; provided,
that  the shares surrendered in payment as provided above must have been held by
the  Optionee  for  at  least  six  months  prior  to  such  surrender.

          (b)     Unless  provided  otherwise  in  the Stock Option Agreement, a
Reload  Option  may  not  be  exercised by an Optionee (i) prior to the end of a
one-year period from the date that the Reload Option is granted, and (ii) unless
the  Optionee retains beneficial ownership of the shares of Stock issued to such
Optionee  upon exercise of the Option referred to above in Section 6.8(a)(i) for
a  period  of  one  year  from  the  date  of  such  exercise.

     6.9     Non-Transferability  of Option.  No Option shall be transferable by
             ------------------------------
an  Optionee  other  than by will or the laws of descent and distribution or, in
the  case  of  non-Incentive  Stock  Options,  pursuant  to a Qualified Domestic
Relations  Order,  and  no  Option shall be transferable by an Optionee who is a
Section  16  Insider  prior  to  shareholder  approval  of the Plan.  During the
lifetime  of an Optionee, Options shall be exercisable only by such Optionee (or
by  such  Optionee's guardian or legal representative, should one be appointed).

     6.10     Termination  of  Employment  or Service.  The Committee shall have
              ---------------------------------------
the  power  to  specify,  with  respect  to  the Options granted to a particular
Optionee,  the  effect  upon  such  Optionee's  right  to  exercise an Option of
termination  of  such  Optionee's  employment  or  service  under  various
circumstances,  which  effect  may  include immediate or deferred termination of
such  Optionee's rights under an Option, or acceleration of the date at which an
Option  may  be  exercised  in  full; provided, however, that in no event may an
Incentive  Stock  Option be exercised after the expiration of ten years from the
date  of  grant  thereof.

     6.11     Employment  Rights.  Nothing  in  the  Plan or in any Stock Option
              ------------------
Agreement  shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the right
of  the Company or any of its Subsidiaries to terminate such person's employment
at  any  time.

     6.12     Certain  Successor  Options.  To  the extent not inconsistent with
              ---------------------------
the  terms,  limitations  and conditions of Code section 422 and any regulations
promulgated  with respect thereto, an Option issued in respect of an option held
by  an employee to acquire stock of any entity acquired, by merger or otherwise,
by  the Company (or any Subsidiary of the Company) may contain terms that differ
from  those  stated  in  this  Article VI, but solely to the extent necessary to
preserve  for  any  such  employee  the  rights  and  benefits contained in such
predecessor  option,  or  to  satisfy  the  requirements of Code section 424(a).

     6.13      Effect of Change in Control.  The Committee may determine, at the
               ---------------------------
time  of  granting  an  Option  or  thereafter,  that  such  Option shall become
exercisable on an accelerated basis in the event that a Change in Control occurs
with  respect  to  the  Company  (and the Committee shall have the discretion to
modify  the definition of a Change in Control in a particular Option Agreement).
If,  at  any  time,  the  Committee finds that there is a reasonable possibility
that,  within six months or less, a Change in Control will occur with respect to
the Company, then the Committee may determine that all outstanding Options shall
be  exercisable  on  an  accelerated  basis.

                                   ARTICLE VII
                                RESTRICTED STOCK


     7.1     Awards  of  Restricted  Stock.  The  Committee  may grant Awards of
             -----------------------------
Restricted  Stock,  which  shall  be  governed by an Award Agreement between the
Company  and the Grantee.  Each Award Agreement shall contain such restrictions,
terms,  and  conditions  as the Committee may, in its discretion, determine, and
may  require that an appropriate legend be placed on the certificates evidencing
the  subject  Restricted  Stock.

     Shares  of Restricted Stock granted pursuant to an Award hereunder shall be
issued  in  the  name of the Grantee as soon as reasonably practicable after the
Award  is  granted,  provided  that the Grantee has executed the Award Agreement
governing  the  Award, the appropriate blank stock powers and, in the discretion
of  the  Committee,  an  escrow  agreement  and  any  other  documents which the
Committee  may  require  as  a  condition  to the issuance of such Shares.  If a
Grantee  shall  fail  to  execute the foregoing documents within any time period
prescribed  by the Committee, the Award shall be void.  At the discretion of the
Committee, Shares issued in connection with an Award shall be deposited together
with  the stock powers with an escrow agent designated by the Committee.  Unless
the Committee determines otherwise and as set forth in the Award Agreement, upon
delivery  of  the  Shares to the escrow agent, the Grantee shall have all of the
rights of a shareholder with respect to such Shares, including the right to vote
the Shares and to receive all dividends or other distributions paid or made with
respect  to  the  Shares.

     7.2     Non-Transferability.  Until  any restrictions upon Restricted Stock
             -------------------
awarded  to  a  Grantee  shall have lapsed in a manner set forth in Section 7.3,
such  shares of Restricted Stock shall not be transferable other than by will or
the  laws  of  descent  and  distribution,  or  pursuant to a Qualified Domestic
Relations  Order,  nor  shall  they  be  delivered  to  the  Grantee.

     7.3     Lapse  of Restrictions.  Restrictions upon Restricted Stock awarded
             ----------------------
hereunder shall lapse at such time or times (but, with respect to any award to a
Grantee  who  is  also  a Section 16 Insider, not less than six months after the
date of the Award) and on such terms and conditions as the Committee may, in its
discretion,  determine  at  the  time  the  Award  is  granted  or  thereafter.

     7.4     Termination  of  Employment.  The Committee shall have the power to
             ---------------------------
specify,  with  respect  to  each  Award  granted to any particular Grantee, the
effect  upon  such Grantee's rights with respect to such Restricted Stock of the
termination  of  such  Grantee's  employment  under various circumstances, which
effect  may include immediate or deferred forfeiture of such Restricted Stock or
acceleration  of  the date at which any then-remaining restrictions shall lapse.

     7.5     Treatment  of  Dividends.  At the time an Award of Restricted Stock
             ------------------------
is  made the Committee may, in its discretion, determine that the payment to the
Grantee  of  any  dividends, or a specified portion thereof, declared or paid on
such  Restricted  Stock  shall be (i) deferred until the lapsing of the relevant
restrictions  and  (ii) held by the Company for the account of the Grantee until
such lapsing.  In the event of such deferral, there shall be credited at the end
of  each  year (or portion thereof) interest on the amount of the account at the
beginning  of the year at a rate per annum determined by the Committee.  Payment
of  deferred  dividends,  together with interest thereon, shall be made upon the
lapsing  of  restrictions  imposed  on  such Restricted Stock, and any dividends
deferred  (together  with  any  interest thereon) in respect of Restricted Stock
shall  be  forfeited  upon  any  forfeiture  of  such  Restricted  Stock.

     7.6     Delivery  of  Shares.  Except  as  provided otherwise in Article IX
             --------------------
below,  within  a  reasonable  period  of  time  following  the  lapse  of  the
restrictions  on  shares  of Restricted Stock, the Committee shall cause a stock
certificate  to be delivered to the Grantee with respect to such shares and such
shares  shall  be  free  of  all  restrictions  hereunder.

     7.7     Effect  of  Change in Control.  The Committee may determine, at the
             -----------------------------
time  of  granting  Restricted  Stock  or thereafter, that such Restricted Stock
shall  become  fully  vested  in  the event that a Change in Control occurs with
respect  to  the  Company (and the Committee shall have the discretion to modify
the  definition of a Change in Control in a particular Award Agreement).  If, at
any  time,  the  Committee  finds  that  there is a reasonable possibility that,
within  six  months  or less, a Change in Control will occur with respect to the
Company,  then the Committee may determine that all outstanding Restricted Stock
shall  vest  on  an  accelerated  basis.

                                  ARTICLE VIII
                            STOCK APPRECIATION RIGHTS

     8.1     SAR  Grants.  The  Committee,  in its sole discretion, may grant to
             -----------
any  Grantee a SAR.  The Committee may impose such conditions or restrictions on
the  exercise  of  any  SAR  as  it  may  deem  appropriate,  including, without
limitation,  restricting the time of exercise of the SAR to specified periods as
may  be necessary to satisfy the requirements of Rule 16b-3 of the Exchange Act.

     8.2     Determination  of  Price.  The  SAR  Exercise  Price  shall  be
             ------------------------
established  by  the  Committee  in its sole discretion.  The SAR Exercise Price
shall  not  be  less  than (i) 100% of the Fair Market Value of the Stock on the
date  the  SAR  is  granted  for  a SAR issued in tandem with an Incentive Stock
Option and (ii) 50% of the Fair Market Value of the Stock on the date the SAR is
granted  for  other  SARs.

     8.3     Exercise  of  a  SAR.  Upon exercise of a SAR, the Grantee shall be
             --------------------
entitled, subject to the terms and conditions of this Plan and the Agreement, to
receive  the excess for each share of Stock being exercised under the SAR of (i)
the  Fair  Market Value of such share of Stock on the date of exercise over (ii)
the  SAR  Exercise  Price  for  such  share  of  Stock.

     8.4     Payment  for  a  SAR.  At the sole discretion of the Committee, the
             --------------------
payment of such excess shall be made in (i) cash, (ii) shares of Stock, or (iii)
a combination of both.  Shares of Stock used for this payment shall be valued at
their  Fair  Market  Value  on  the  date  of  exercise  of  the applicable SAR.

     8.5     Status  of  a  SAR  under  the Plan.  Shares of Stock subject to an
             -----------------------------------
Award of a SAR shall be considered shares of Stock which may be issued under the
Plan  for  purposes of Section 5.1 hereof, unless the Agreement making the Award
of  the SAR provides that the exercise of such SAR results in the termination of
an  unexercised  Option  for  the  same  number  of  shares  of  Stock.

     8.6     Termination  of  SARs.  A  SAR  may  be  terminated  as  follows:
             ---------------------

          (a)     During  the  period of continuous employment with the Company,
Parent  or  Subsidiary,  a  SAR  will  be  terminated  only if it has been fully
exercised  or  it  has  expired  by  its  terms.

          (b)     Upon  termination  of  employment, the SAR will terminate upon
the earliest of (i) the full exercise of the SAR, (ii) the expiration of the SAR
by  its  terms,  and  (iii)  not  more  than  three months following the date of
employment  termination; provided, however, should termination of employment (A)
result  from  the  death  or  Permanent and Total Disability of the Grantee, the
period  referenced in clause (iii) hereof shall be one year or (B) be for Cause,
the  SAR  will terminate on the date of employment termination.  For purposes of
the  Plan,  a leave of absence approved by the Company shall not be deemed to be
termination  of  employment unless otherwise provided in the Agreement or by the
Company  on  the  date  of  the  leave  of  absence.

          (c)     Subject  to  the terms of the Agreement with the Grantee, if a
Grantee shall die or become subject to a Permanent and Total Disability prior to
the  termination  of employment with the Company, Parent or Subsidiary and prior
to  the  termination  of a SAR, such SAR may be exercised to the extent that the
Grantee  shall  have  been  entitled  to  exercise  it  at  the time of death or
disability, as the case may be, by the Grantee, the estate of the Grantee or the
person  or  persons  to whom the SAR may have been transferred by will or by the
laws  of  descent  and  distribution.

          (d)     Except  as  otherwise expressly provided in the Agreement with
the  Grantee,  in no event will the continuation of the term of a SAR beyond the
date  of  termination  of employment allow the Employee, or his beneficiaries or
heirs,  to  accrue  additional  rights  under  the  Plan,  have  additional SARs
available  for exercise, or receive a higher benefit than the benefit payable as
if  the  SAR  had  been  exercised  on  the  date  of  employment  termination.

     8.7     No  Shareholder  Rights.  The  Grantee  shall  have  no rights as a
             -----------------------
shareholder with respect to a SAR.  In addition, no adjustment shall be made for
dividends  (ordinary  or  extraordinary,  whether  in  cash, securities or other
property)  or  distributions or rights except as provided in Section 5.2 hereof.

     8.8     Effect  of  Change in Control.  The Committee may determine, at the
             -----------------------------
time  of  granting an SAR or thereafter, that such SAR shall become fully vested
in  the  event  that a Change in Control occurs with respect to the Company (and
the  Committee shall have the discretion to modify the definition of a Change in
Control  in a particular Award Agreement).  If, at any time, the Committee finds
that there is a reasonable possibility that, within six months or less, a Change
in  Control  will  occur  with  respect  to  the Company, then the Committee may
determine  that  all outstanding SARs shall become exercisable on an accelerated
basis.

                                   ARTICLE IX
                               STOCK CERTIFICATES


     The  Company  shall not be required to issue or deliver any certificate for
shares  of  Stock purchased upon the exercise of any Option granted hereunder or
any  portion  thereof, or deliver any certificate for shares of Restricted Stock
granted  hereunder,  prior  to  fulfillment  of all of the following conditions:

          (a)     The admission of such shares to listing on all stock exchanges
on  which  the  Stock  is  then  listed;

          (b)     The  completion  of any registration or other qualification of
such  shares  which  the  Committee  shall deem necessary or advisable under any
federal  or  state law or under the rulings or regulations of the Securities and
Exchange  Commission  or  any  other  governmental  regulatory  body;

          (c)     The  obtaining  of  any  approval  or other clearance from any
federal or state governmental agency or body which the Committee shall determine
to  be  necessary  or  advisable;  and

          (d)     The  lapse  of  such  reasonable  period of time following the
exercise  of the Option as the Board from time to time may establish for reasons
of  administrative  convenience.

     Stock  certificates  issued  and  delivered  to  Grantees  shall  bear such
restrictive legends as the Company shall deem necessary or advisable pursuant to
applicable  federal  and  state  securities  laws.

                                    ARTICLE X
                            TERMINATION AND AMENDMENT


     10.1     Termination  and  Amendment.  The  Board may at any time terminate
              ---------------------------
the Plan, and may at any time and from time to time and in any respect amend the
Plan;  provided,  however,  that  the  Board (unless its actions are approved or
ratified  by  the  shareholders  of the Company within twelve months of the date
that  the  Board  amends  the  Plan)  may  not  amend  the  Plan  to:

          (a)   Increase  the  total number of shares of Stock issuable pursuant
to  Incentive  Stock Options under the Plan or materially increase the number of
shares  of  Stock  subject  to  the Plan, in each case except as contemplated in
Section  5.2  hereof;

          (b)   Change  the  class  of  employees  eligible to receive Incentive
Stock Options that may participate in the Plan or materially change the class of
persons  that  may  participate  in  the  Plan;  or

          (c)   Otherwise  materially  increase  the  benefits  accruing  to
participants  under  the  Plan.

     10.2     Effect  on  Grantee's  Rights.  No  termination,  amendment,  or
              -----------------------------
modification of the Plan shall affect adversely a Grantee's rights under a Stock
Option  Agreement  or  Award Agreement without the consent of the Grantee or his
legal  representative.

                                   ARTICLE  XI
                    RELATIONSHIP TO OTHER COMPENSATION PLANS


     The  adoption  of  the  Plan  shall  not  affect  any  other  stock option,
incentive,  or  other compensation plans in effect for the Company or any of its
Subsidiaries;  nor shall the adoption of the Plan preclude the Company or any of
its  Subsidiaries  from  establishing  any  other  form  of  incentive  or other
compensation  plan for employees, Officers or Directors of the Company or any of
its  Subsidiaries.

                                   ARTICLE XII
                                  MISCELLANEOUS


     12.1     Replacement  or  Amended  Grants.  At  the  sole discretion of the
              --------------------------------
Committee,  and  subject  to  the  terms  of  the Plan, the Committee may modify
outstanding  Options or Awards or accept the surrender of outstanding Options or
Awards  and  grant  new  Options or Awards in substitution for them.  However no
modification  of  an  Option  or Award shall adversely affect a Grantee's rights
under  a  Stock  Option  Agreement or Award Agreement without the consent of the
Grantee  or  his  legal  representative.

     12.2     Forfeiture  for  Competition.  If a Grantee provides services to a
              ----------------------------
competitor  of  the  Company or any of its Subsidiaries, whether as an employee,
officer, director, independent contractor, consultant, agent, or otherwise, such
services being of a nature that can reasonably be expected to involve the skills
and  experience  used  or  developed by the Grantee while an Employee, then that
Grantee's  rights under any Options outstanding hereunder shall be forfeited and
terminated,  and  any shares of Restricted Stock held by such Grantee subject to
remaining  restrictions  shall  be  forfeited,  subject  in  each  case  to  a
determination  to  the  contrary  by  the  Committee.

     12.3     Plan  Binding  on  Successors.  The Plan shall be binding upon the
              -----------------------------
successors  and  assigns  of  the  Company.

     12.4     Singular,  Plural;  Gender.  Whenever  used  herein,  nouns in the
              --------------------------
singular  shall  include the plural, and the masculine pronoun shall include the
feminine  gender.

     12.5     Headings,  etc.,  Not  Part  of  Plan.  Headings  of  Articles and
              -------------------------------------
Sections  hereof  are  inserted  for  convenience  and  reference;  they  do not
constitute  part  of  the  Plan.

     12.6     Interpretation.  With respect to Section 16 Insiders, transactions
              --------------
under  this  Plan  are intended to comply with all applicable conditions of Rule
16b-3  or its successors under the Exchange Act.  To the extent any provision of
the  Plan  or  action by the Plan administrators fails to so comply, it shall be
deemed  void  to  the  extent  permitted by law and deemed advisable by the Plan
administrators.


    *                  *                  *                  *              *

<PAGE>
     Exhibit  A  to  American  Bingo & Gaming  Corp.  Stock  Option  Plan


                          AMERICAN BINGO & GAMING CORP.
                             STOCK OPTION AGREEMENT


     THIS  STOCK  OPTION AGREEMENT (this "Agreement") is entered into as of this
______  day  of  __________________,  ________,  by and between American Bingo &
Gaming  Corp.  (the  "Company")  and  _________________  (the  "Optionee").

     WHEREAS,  on  February  26,  1999,  the  Board  of Directors of the Company
adopted  a  stock  option plan known as the "American Bingo & Gaming Corp. Stock
Option  Plan"  (the  "Plan"),  and  recommended that the Plan be approved by the
Company's  shareholders;  and

     WHEREAS,  the Committee has granted the Optionee a stock option to purchase
the  number  of  shares of the Company's common stock as set forth below, and in
consideration  of  the  granting  of  that  stock option the Optionee intends to
remain  in  [the  employ  of]/[service  to]  the  Company;  and

     WHEREAS,  the  Company  and  the  Optionee  desire  to enter into a written
agreement  with  respect  to  such  option  in  accordance  with  the  Plan.

     NOW,  THEREFORE,  as [an employment incentive]/[a service incentive] and to
encourage  stock  ownership,  and  also in consideration of the mutual covenants
contained  herein,  the  parties  hereto  agree  as  follows.

     1.     Incorporation  of  Plan.  This  option  is  granted  pursuant to the
            -----------------------
provisions  of  the  Plan  and  the  terms  and  definitions  of  the  Plan  are
incorporated herein by reference and made a part hereof.  A copy of the Plan has
been  delivered  to,  and  receipt  is  hereby  acknowledged  by,  the Optionee.

     2.     Grant  of  Option.  Subject  to the terms, restrictions, limitations
            -----------------
and  conditions  stated  herein,  the  Company hereby evidences its grant to the
Optionee,  not  in lieu of salary or other compensation, of the right and option
(the  "Option")  to  purchase  all  or  any  part of the number of shares of the
Company's  Common  Stock,  $.001 par value per share (the "Stock"), set forth on
Schedule  A  attached  hereto  and incorporated herein by reference.  The Option
shall  be  exercisable  in  the amounts and at the time specified on Schedule A.
The  Option  shall  expire and shall not be exercisable on the date specified on
Schedule A or on such earlier date as determined pursuant to Section 8, 9, or 10
hereof.  Schedule  A  states  whether  the Option is intended to be an Incentive
Stock  Option.

     3.     Purchase  Price.  The price per share to be paid by the Optionee for
            ---------------
the  shares  subject to this Option (the "Exercise Price") shall be as specified
on  Schedule  A,  which  price  shall be an amount not less than the Fair Market
Value  of  a  share  of  Stock as of the Date of Grant (as defined in Section 11
below)  if  the  Option  is  an  Incentive  Stock  Option.

     4.     Exercise  Terms.  The Optionee must exercise the Option for at least
            ---------------
the  lesser  of  100  shares  or the number of shares of Purchasable Stock as to
which the Option remains unexercised.  In the event this Option is not exercised
with  respect  to  all or any part of the shares subject to this Option prior to
its  expiration,  the shares with respect to which this Option was not exercised
shall  no  longer  be  subject  to  this  Option.

     5.     Option  Non-Transferable.  No  Option  shall  be  transferable by an
            ------------------------
Optionee  other  than by will or the laws of descent and distribution or, in the
case  of non-Incentive Stock Options, pursuant to a Qualified Domestic Relations
Order,  and  no  Option shall be transferable by an Optionee who is a Section 16
Insider  prior  to  shareholder approval of the Plan.  During the lifetime of an
Optionee,  Options  shall  be  exercisable  only  by  such  Optionee (or by such
Optionee's  guardian  or  legal  representative,  should  one  be  appointed).

     6.     Notice  of  Exercise of Option.  This Option may be exercised by the
            ------------------------------
Optionee,  or  by  the  Optionee's  administrators,  executors  or  personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise  attached  hereto  as  Schedule  B)  signed by the Optionee, or by such
administrators,  executors  or personal representatives, and delivered or mailed
to  the  Company  as  specified  in  Section  13  hereof to the attention of the
President  or  such other officer as the Company may designate.  Any such notice
shall  (a)  specify  the  number  of  shares  of Stock which the Optionee or the
Optionee's  administrators,  executors  or personal representatives, as the case
may  be,  then elects to purchase hereunder, (b) contain such information as may
be  reasonably required pursuant to Section 12 hereof, and (c) be accompanied by
(i)  a  certified  or  cashier's  check payable to the Company in payment of the
total  Exercise  Price applicable to such shares as provided herein, (ii) shares
of  Stock  owned  by  the  Optionee  and  duly  endorsed or accompanied by stock
transfer  powers  having  a  Fair Market Value equal to the total Exercise Price
applicable to such shares purchased hereunder, or (iii) a certified or cashier's
check  accompanied by the number of shares of Stock whose Fair Market Value when
added  to  the amount of the check equals the total Exercise Price applicable to
such  shares  purchased  hereunder.  Upon  receipt  of  any  such  notice  and
accompanying  payment,  and  subject  to the terms hereof, the Company agrees to
issue  to  the  Optionee or the Optionee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number of shares
specified  in  such  notice registered in the name of the person exercising this
Option.

     7.     Adjustment  in Option.  The number of Shares subject to this Option,
            ---------------------
the  Exercise  Price and other matters are subject to adjustment during the term
of  this  Option  in  accordance  with  Section  5.2  of  the  Plan.

     8.     Termination  of  Employment. [Revise if for consulting arrangement.]
            ---------------------------

          (a)     Except  as  otherwise  specified  in Schedule A hereto, in the
event of the termination of the Optionee's employment with the Company or any of
its  Subsidiaries,  other  than a termination that is either (i) for cause, (ii)
voluntary  on  the  part  of  the  Optionee  and  without written consent of the
Company, or (iii) for reasons of death or disability or retirement, the Optionee
may  exercise  this  Option at any time within 30 days after such termination to
the  extent of the number of shares which were Purchasable hereunder at the date
of  such  termination.

          (b)     Except  as  specified  in  Schedule  A attached hereto, in the
event of a termination of the Optionee's employment that is either (i) for cause
or (ii) voluntary on the part of the Optionee and without the written consent of
the  Company,  this  Option,  to  the  extent  not  previously  exercised, shall
terminate  immediately  and  shall  not  thereafter  be  or  become exercisable.

          (c)     Unless  and  to  the  extent  otherwise  provided in Exhibit A
hereto,  in the event of the retirement of the Optionee at the normal retirement
date  as  prescribed  from  time  to  time by the Company or any Subsidiary, the
Optionee  shall  continue  to  have the right to exercise any Options for shares
which  were Purchasable at the date of the Optionee's retirement [provided that,
on the date which is three months after the date of retirement, the Options will
become  void  and  unexercisable  unless  on the date of retirement the Optionee
enters  into  a  noncompete  agreement  with  American  Bingo & Gaming Corp. and
continues  to  comply  with  such  noncompete  agreement].  This Option does not
confer  upon the Optionee any right with respect to continuance of employment by
the Company or by any of its Subsidiaries.  This Option shall not be affected by
any  change of employment so long as the Optionee continues to be an employee of
the  Company  or  one  of  its  Subsidiaries.

     9.     Disabled  Optionee.  In  the  event  of  termination  of
            ------------------
[employment]/[consulting services] because of the Optionee's becoming a Disabled
Optionee, the Optionee (or his or her personal representative) may exercise this
Option  at  any time within three months after such termination to the extent of
the  number  of  shares  which  were  Purchasable  hereunder at the date of such
termination.

     10.     Death  of  Optionee.  Except  as  otherwise set forth in Schedule A
             -------------------
with  respect  to  the  rights  of  the  Optionee  upon  termination  of
[employment]/[consulting services] under Section 8(a) above, in the event of the
Optionee's  death  while  [employed  by]/[serving]  the  Company  or  any of its
Subsidiaries  or  within  three  months  after  a  termination  of  such
[employment]/[consulting services](if such termination was neither (i) for cause
nor  (ii)  voluntary on the part of the Optionee and without the written consent
of  the  Company),  the  appropriate  persons  described  in Section 6 hereof or
persons  to  whom  all  or a portion of this Option is transferred in accordance
with  Section  5  hereof  may  exercise  this Option at any time within a period
ending  on  the  earlier of (a) the last day of the three month period following
the Optionee's death or (b) the expiration date of this Option.  If the Optionee
was  [an  employee  of]/[a consultant to] the Company at the time of death, this
Option  may  be  so  exercised  to  the extent of the number of shares that were
Purchasable  hereunder  at  the  date  of  death.  If  the  Optionee's
[employment]/[consulting  services]  terminated  prior to his or her death, this
Option  may  be  exercised only to the extent of the number of shares covered by
this  Option  which  were Purchasable hereunder at the date of such termination.

     11.     Date  of  Grant.  This Option was granted by the Board of Directors
             ---------------
of  the  Company  on  the  date  set  forth in Schedule A (the "Date of Grant").

     12.     Compliance with Regulatory Matters.  The Optionee acknowledges that
             ----------------------------------
the  issuance  of capital stock of the Company is subject to limitations imposed
by  federal  and state law and the Optionee hereby agrees that the Company shall
not  be obligated to issue any shares of Stock upon exercise of this Option that
would  cause  the  Company  to violate any law or any rule, regulation, order or
consent  decree  of  any  regulatory authority (including without limitation the
Securities  and Exchange Commission) having jurisdiction over the affairs of the
Company.  The  Optionee agrees that he or she will provide the Company with such
information  as  is  reasonably  requested  by  the  Company  or  its counsel to
determine  whether  the issuance of Stock complies with the provisions described
by  this  Section  12.

     13.     Miscellaneous.
             -------------

          (a)     This  Agreement  shall  be binding upon the parties hereto and
their  representatives,  successors  and  assigns.

          (b)     This  Agreement  is  executed  and  delivered in, and shall be
governed  by  the  laws  of,  the  State  of  South  Carolina.

          (c)     Any  requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be deemed
made  or accomplished, upon actual delivery thereof to the designated recipient,
or  three  days  after  deposit  thereof  in the United States mail, registered,
return  receipt requested and postage prepaid, addressed, if to the Optionee, at
the  address set forth below and, if to the Company, to the executive offices of
the  Company  at  1440  Charleston  Highway,  West  Columbia,  SC  29169.

          (d)     This  Agreement may not be modified except in writing executed
by  each  of  the  parties  hereto.

          IN  WITNESS WHEREOF,  this Stock Option Agreement has been executed on
behalf of the Company and the Optionee has executed this Stock Option Agreement,
all  as  of  the  day  and  year  first  above  written.

AMERICAN  BINGO  &  GAMING  CORP.          OPTIONEE


By:                  Signature:
Name:                Name:
Title:               Address:

<PAGE>
                                   SCHEDULE A
                                       TO
                             STOCK OPTION AGREEMENT
                                     BETWEEN
                          AMERICAN BINGO & GAMING CORP.
                                       AND


     Dated:


1.     Number  of  Shares  Subject  to  Option:  Shares.
       ---------------------------------------

2.     This  Option  (Check  one) [  ] is [  ] is not an Incentive Stock Option.
       ------------                    --      --------------------------------

3.     Option  Exercise  Price:  $  per  Share.
       -----------------------

4.     Date  of  Grant:
       ---------------

5.     Option  Vesting  Schedule:
       -------------------------

          Check  one:

          ( )     Options are exercisable with respect to all shares on or after
the  date  hereof
          (  )     Options  are exercisable with respect to the number of shares
indicated  below  on  or  after the date indicated next to the number of shares:

                    No.  of  Shares                    Vesting  Date
                    ---------------                    -------------




6.     Option  Exercise  Period:
       ------------------------

          Check  One:

          (  )     All options expire and are void unless exercised on or before
,          .
          (  )     Options expire and are void unless exercised on or before the
date  indicated  next  to  the  number  of  shares:

                    No.  of  Shares                    Expiration  Date
                    ---------------                    ----------------



7.     Effect  of  Termination of Employment of Optionee (if different from that
       -------------------------------------------------
set  forth  in  Sections  8  and  10  of  the  Stock  Option  Agreement):

<PAGE>
                                   SCHEDULE B
                               NOTICE OF EXERCISE


          The  undersigned  hereby  notifies  American Bingo & Gaming Corp. (the
"Company")  of  this  election  to  exercise  the  undersigned's stock option to
purchase                     shares  of  the  Company's  common stock, $.001 par
value  per  share  (the  "Common Stock"), pursuant to the Stock Option Agreement
(the  "Agreement")  between the undersigned and the Company dated.  Accompanying
this  Notice is (1) a certified or cashier's check in the amount of $ payable to
the  Company,  and/or  (2)  _______________ shares of the Company's Common Stock
presently  owned  by  the  undersigned and duly endorsed or accompanied by stock
transfer  powers,  having  an  aggregate  Fair  Market  Value (as defined in the
American  Bingo  &  Gaming  Corp.  Stock  Option  Plan) as of the date hereof of
$__________________, such amounts being equal, in the aggregate, to the purchase
price per share set forth in Section 3 of the Agreement multiplied by the number
of  shares  being  purchased  hereby  (in  each  instance subject to appropriate
adjustment  pursuant  to  Section  5.2  of  the  Agreement).

          IN  WITNESS  WHEREOF,  the  undersigned has set his/her hand and seal,
this  _____  day  of  ______________,  _______.

                              OPTIONEE  [OR  OPTIONEE'S
                              ADMINISTRATOR,
                              EXECUTOR  OR  PERSONAL
                              REPRESENTATIVE]



                              Signature:
                              Name:
                              Position  (if  other  than  Optionee):

<PAGE>