EMPLOYMENT AGREEMENT
                              --------------------

     THIS  EMPLOYMENT  AGREEMENT  (this "Agreement") is executed as of this 28th
                                                                            ----
day  of  September, 1998 (the "Effective Date"), by and between AMERICAN BINGO &
GAMING  CORP., a Delaware corporation (the "Company"), and MARIE T. PIERSON (the
"Executive").

     WHEREAS,  the  parties wish to enter into an employment agreement to employ
the  Executive  as its Vice President of Administration and Acquisitions, and to
set  forth  certain additional agreements between the Executive and the Company;

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
representations  contained  herein,  the  parties  hereto  agree  as  follows:

     1.     TERM
            ----

     The  Company  will  employ  the Executive, and the Executive will serve the
Company,  under  the terms of this Agreement, for an initial term of three years
commencing  on  September  28,  1998 (the "Employment Date").  The terms of this
Agreement  may  be  extended  for  one  or  more additional twelve-month periods
provided  the Company and the Executive agree in writing to such an extension no
later  than  thirty  days prior to the expiration of the term of this Agreement.
Notwithstanding  the  foregoing,  the  Executive's  employment  hereunder may be
earlier terminated as provided in Section 4 hereof.  The term of this Agreement,
as  in  effect  from  time  to  time  in accordance with the foregoing, shall be
referred  to  herein  as  the "Term."  The period of time between the Employment
Date  and  the  termination  of  the  Executive's  employment hereunder shall be
referred  to  herein  as  the  "Employment  Period."

     2.     EMPLOYMENT
            ----------

          (a) POSITIONS AND REPORTING.  The Company hereby employs the Executive
     for the  Employment  Period as its Vice  President  of  Administration  and
     Acquisitions, on the terms and conditions set forth in this Agreement.

          (b) AUTHORITY AND DUTIES. The Executive shall exercise such authority,
     perform  such   executive   duties  and  functions   and   discharge   such
     responsibilities  as the  President  of the  Company  may from time to time
     determine,  consistent with the Executive's position and the By-Laws of the
     Company.  Without  limiting the generality of the foregoing,  the Executive
     shall report  directly and be  responsible to the President of the Company.
     During the Employment  Period, the Executive shall devote her full business
     time, skill and efforts to the business of the Company. Notwithstanding the
     foregoing,  the Executive may (i) make and manage passive personal business
     investments of her choice (in the case of publicly held  corporations,  not
     to exceed 2% of the  outstanding  voting  stock) and serve in any  capacity
     with any  civic,  educational  or  charitable  organization,  or any  trade
     association,  without  seeking or obtaining  approval from the President of
     the  Company,  provided  such  activities  and  service  do not  materially
     interfere or conflict with the  performance  of her duties  hereunder,  and
     (ii) with the approval of the  President,  serve on the boards of directors
     of other corporations.

<PAGE>
          (c) PRIOR EMPLOYMENT.  The Executive  represents and warrants that she
     has no individual  employment  agreement or non-competition  agreement with
     her  current  or any  prior  employer  or any  other  agreement,  contract,
     judgment,  decree or limitation  which would  prohibit,  limit or otherwise
     restrict the  employment  of the  Executive by the Company  pursuant to the
     terms of this Agreement.

     3.     COMPENSATION  AND  BENEFITS
            ---------------------------

          (a) SALARY. During the Employment Period, the Company shall pay to the
     Executive,   as  compensation   for  the  performance  of  her  duties  and
     obligations under this Agreement,  a base salary at the rate of One Hundred
     Thousand  ($100,000)  Dollars  per  annum,  payable  in  arrears  not  less
     frequently than monthly in accordance with the normal payroll  practices of
     the  Company.  Such base salary  shall be subject to review each year for a
     possible   increase,   but  shall  in  no  event  be  decreased   from  its
     then-existing level during the Employment Period. The Executive may also be
     requested  to serve as a director  or officer of various  subsidiaries  and
     affiliates  of the Company  and she hereby  agrees to fulfill her duties as
     such  an  officer  and a  director  of  such  entities  without  additional
     compensation.

          (b) ANNUAL BONUS.  During the Employment  Period,  the Executive shall
     have the  opportunity  to earn an  annual  bonus  of up to  Forty  Thousand
     ($40,000) Dollars pursuant to the terms of an incentive bonus program.  The
     Executive and the Company  acknowledge that an incentive program which will
     serve as the basis for determining the Executive's annual bonus has not yet
     been established by the Company.  The Company hereby  acknowledges  that it
     intends to establish  such bonus program as soon as possible  following the
     Employment Date.

          (c) EQUITY  PARTICIPATION.  The Executive shall be entitled to receive
     awards under any stock option or equity based incentive  compensation  plan
     or arrangement adopted by the Company for which executives at her level are
     eligible.  The level of the Executive's  future  participation  in any such
     plan or arrangement shall be determined by the Board of Directors.

          (d) OTHER BENEFITS.  During the Employment Period, the Executive shall
     be entitled to participate in the Company's  group health  insurance  plan,
     dental plan,  group life insurance  plan,  long-term  disability  insurance
     plan,  employee stock purchase plan, profit sharing plan, SARSEP and all of
     the other employee benefit plans,  programs and arrangements of the Company
     in effect during the  Employment  Period which are  generally  available to
     executives  of  the  Company  at her  level,  subject  to  and  on a  basis
     consistent with the terms,  conditions and overall  administration  of such
     plans,  programs  and  arrangements.  In  addition,  during the  Employment
     Period,  the Executive shall be entitled to fringe benefits and perquisites
     comparable  to those of  other  executives  of the  Company  at her  level,
     including,  but not limited to,  three weeks of paid  vacation per year and
     reasonable professional membership license fees and expenses.

          (e) MOVING EXPENSES.  The Company shall pay or reimburse the Executive
     for all documented  direct and reasonable  expenses  incurred in connection
     with relocating the Executive and her immediate  family to Columbia,  South
     Carolina; provided, however, such moving expenses shall not exceed $20,000,
     including but not limited to up to six months of temporary housing expenses
     for the Executive.

                                        2
<PAGE>
          (f) BUSINESS EXPENSES. During the Employment Period, the Company shall
     pay directly or  reimburse  the  Executive  for all  documented  reasonable
     business  expenses  incurred by the  Executive  in the  performance  of her
     duties under this Agreement, in accordance with the Company's policies.

          (g) INDEMNIFICATION.  During the Employment Period and thereafter, the
     Company shall  indemnify the Executive to the fullest  extent  permitted by
     applicable  law, and the Executive  shall be entitled to the  protection of
     insurance  policies  the Company may elect to  maintain  generally  for the
     benefit of its  officers,  with respect to all costs,  charges and expenses
     whatsoever  incurred or sustained by the Executive in  connection  with any
     action,  suit or  proceeding  to which she may be made a party by reason of
     being or having been an officer or employee of the Company or having served
     any other  enterprise as a director,  officer or employee at the request of
     the Company.  The Company shall maintain  director and officer insurance at
     reasonable and customary levels.

     4.     TERMINATION  OF  EMPLOYMENT
            ---------------------------

          (a) TERMINATION FOR CAUSE.  The Company may immediately  terminate the
     Executive's  employment  hereunder  for "cause" upon written  notice to the
     Executive.  For purposes of this Agreement,  the Company shall have "cause"
     to terminate the Executive's employment hereunder if such termination shall
     be the result of:

               (i) willful,  material fraud or material dishonesty in connection
          with the Executive's performance hereunder that results in harm to the
          Company;

               (ii) the failure by the  Executive to  substantially  perform her
          material duties  hereunder in good faith that results in material harm
          to the Company,  if the Executive has been provided an  opportunity to
          cure as provided in Section 4(c) of this Agreement;

               (iii) the Executive's  material breach of this Agreement,  if the
          Executive  has been  provided  an  opportunity  to cure as provided in
          Section 4(c) of this Agreement;

               (iv) the failure by the  Executive to  diligently  pursue in good
          faith and  obtain  any  operating  or other  licenses  required  to be
          obtained by the Executive individually for the execution of her duties
          and responsibilities on behalf of the Company; provided,  however, the
          Executive  shall be entitled to the  severance  pay and  benefits  set
          forth under Section 5(a) hereof if the Executive's inability to obtain
          any  operating or other  license is due to some factor  outside of the
          Executive's control;

                                        3
<PAGE>
               (v) the appropriation of a material  business  opportunity of the
          Company, including but not limited to attempting to secure or securing
          any personal profit in connection with any transaction entered into on
          behalf of the Company;

               (vi) the material  misappropriation of any of the Company's funds
          or property; or

               (vii) the conviction of, or the entering of a guilty plea or plea
          of no contest with respect to, a felony or the equivalent thereof.

          (b) TERMINATION FOR GOOD REASON. The Executive shall have the right to
     terminate  her  employment  with the Company at any time for "good  reason"
     upon thirty days prior written notice to the Company.  For purposes of this
     Agreement and subject to the Company's  opportunity  to cure as provided in
     Section 4(c) hereof,  the  Executive  shall have "good reason" to terminate
     her employment hereunder if such termination shall be the result of:

               (i) a significant  diminution during the Employment Period in the
          Executive's  duties  or  responsibilities  as set  forth in  Section 2
          hereof;

               (ii) a significant  breach by the Company of the compensation and
          benefits provisions set forth in Section 3 hereof;

               (iii) a notice of termination by the Executive under Section 4(i)
          hereof within twelve  months  following the  occurrence of a Change in
          Control (as defined in Section 4(h) hereof); or

               (iv) a  significant  breach by the  Company  of any other term of
          this Agreement.

          (c)  NOTICE  OF  OPPORTUNITY  TO CURE.  As noted in  Section  4(a) and
     Section  4(b), in certain  situations it shall be a condition  precedent to
     the Company's right to terminate the Executive's employment for "cause" and
     the  Executive's  right to terminate her  employment for "good reason" that
     (1) the party  seeking  the  termination  shall  first have given the other
     party  written  notice  stating  with   specificity   the  reason  for  the
     termination  ("breach")  and (2) if such breach is  susceptible  of cure or
     remedy,  a period of 30 days from and after the giving of such notice shall
     have  elapsed  without the  breaching  party  having  effectively  cured or
     remedied such breach during such 30-day  period,  unless such breach cannot
     be cured or remedied within 30 days, in which case the period for remedy or
     cure shall be extended for a reasonable  time (not to exceed an  additional
     30 days),  provided the  breaching  party has made and  continues to make a
     diligent effort to effect such remedy or cure.

          (d) TERMINATION UPON DEATH. Except as provided in this Agreement,  the
     Employment  Period and all benefits and other rights of the Executive under
     this  Agreement  shall be  terminated  by the death of the  Executive.  The
     Executive's   estate  shall  be  entitled  to  receive  all   compensation,
     reimbursements  and benefits,  including but not limited to life  insurance
     benefits,  payable to or accruable for the benefit of the  Executive  under
     this Agreement.

                                        4
<PAGE>
          (e)  TERMINATION  UPON  DISABILITY.   The  Employment  Period  may  be
     terminated by the Company if the Executive  shall be rendered  incapable of
     performing her duties to the Company by reason of any medically  determined
     physical or mental  impairment  for a period of at least three  consecutive
     months (a "Disability").  In the event that the Company elects to terminate
     the Employment Period due to the Disability of the Executive, the Executive
     shall receive all compensation,  reimbursements  and other benefits payable
     to, or accruable  for the benefit of, the  Executive  under this  Agreement
     through the date of the  determination  of the  Disability  and to the date
     upon which the  Executive  first  becomes  eligible  to receive  disability
     benefits pursuant to the Company's long-term disability insurance policy as
     may then be in effect.

          (f)  TERMINATION   WITHOUT  CAUSE.   The  Company  may  terminate  the
     Executive's  employment  hereunder  without "cause" at any time upon thirty
     days prior written notice to the Executive;  provided, however, that in the
     event of such  termination the Executive shall be entitled to the severance
     pay and benefits set forth under Section 5(a) hereof.

          (g) TERMINATION  WITHOUT GOOD REASON.  The Executive may terminate her
     employment  with the Company at any time without  "good reason" upon thirty
     days  prior  written  notice  to  the  Company;   provided,   however,  the
     Executive's effective date of termination shall be no later than sixty days
     after the date of  notice to the  Company  unless  otherwise  agreed by the
     Company. In the event of such a voluntary termination by the Executive, the
     Executive  shall  receive no further  payments or  benefits  due under this
     Agreement  from and after the effective  date of  termination.  A voluntary
     termination  under this  Section  4(g) shall not be deemed a breach of this
     Agreement.

          (h)  DEFINITION OF CHANGE IN CONTROL.  A "Change in Control"  shall be
     deemed to have taken place if:

               (i) there shall be consummated any consolidation or merger of the
          Company  in which  the  Company  is not the  continuing  or  surviving
          corporation or pursuant to which shares of the Company's capital stock
          are converted into cash,  securities or other  property,  other than a
          consolidation  or merger of the  Company  in which the  holders of the
          Company's  voting  stock  immediately  prior to the  consolidation  or
          merger shall, upon consummation of the consolidation or merger, own at
          least 50% of the voting  stock of the  surviving  corporation,  or any
          sale,  lease,  exchange or other  transfer  (in one  transaction  or a
          series of  transactions  contemplated  or  arranged  by any party as a
          single plan) of all or substantially all of the assets of the Company;
          or

                                        5
<PAGE>
               (ii) any  person  (as such  term is used in  Sections  13(d)  and
          14(d)(2)  of the  Securities  Exchange  Act of 1934,  as amended  (the
          "Exchange  Act")),  shall after the date hereof become the  beneficial
          owner (as defined in Rules 13d-3 and 13d-5  under the  Exchange  Act),
          directly or indirectly,  of securities of the Company representing 35%
          or more of the voting power of all then outstanding  securities of the
          Company  having the right under ordinary  circumstances  to vote in an
          election of the Board (including,  without limitation,  any securities
          of the Company that any such person has the right to acquire  pursuant
          to any agreement,  or upon exercise of conversion rights,  warrants or
          options,  or otherwise,  which shall be deemed  beneficially  owned by
          such person); or

               (iii)  individuals  who at the date hereof  constitute the entire
          Board and any new  directors  whose  election  by the Board,  or whose
          nomination for election by the Company's stockholders, shall have been
          approved  by a vote of at least a majority  of the  directors  then in
          office who either were  directors at the date hereto or whose election
          or  nomination   for  election   shall  have  been  so  approved  (the
          "Continuing  Directors")  shall cease for any reason to  constitute  a
          majority of the members of the Board.

          (i)  NOTICE  OF  TERMINATION.   Any  termination  of  the  Executive's
     employment  hereunder  by either  the  Company  or the  Executive  shall be
     communicated to the other party by a "Notice of Termination" to be given in
     accordance  with  Section 10 hereof.  For  purposes  of this  Agreement,  a
     "Notice of  Termination"  means a written  notice which (i)  indicates  the
     specific termination  provision in this Agreement relied upon, (ii) briefly
     summarizes  the facts and  circumstances  deemed to provide a basis for the
     termination of the  Executive's  employment  and the  applicable  provision
     hereof,  and (iii) if the effective  date of  termination is other than the
     date  of  receipt  of  such  notice,   specifies  the  effective   date  of
     termination.

     5.     CONSEQUENCES  OF  TERMINATION
            -----------------------------

          (a)  TERMINATION  WITHOUT  CAUSE OR FOR GOOD  REASON.  In the event of
     termination of the Executive's  employment hereunder by the Company without
     "cause" pursuant to Section 4(f) hereof, by the Company pursuant to Section
     4(a)(iv) due to some factor outside of the Executive's control which caused
     the Executive to be unable to obtain any operating or other license,  or by
     the  Executive  for "good  reason"  pursuant to Section  4(b)  hereof,  the
     Executive shall be entitled to the following severance pay and benefits:

               (i)  SEVERANCE  PAY  -  severance   payment   consisting  of  the
          Executive's  base  salary  as in  effect  immediately  prior  to  such
          termination  for the lesser of nine  months or the  remaining  Term of
          this Agreement (the "Severance Period"), which may be paid in the form
          of a lump  sum  single  payment  or in  monthly  payments  during  the
          Severance Period; and

                                        6
<PAGE>
               (ii)  BENEFITS  CONTINUATION  -  continuation  for the  Severance
          Period of coverage under the group health, dental, disability and life
          insurance  benefit  plans or  arrangements  in which the  Executive is
          participating at the time of termination;  provided, however, that the
                                                     --------- -------
          Company's  obligation to provide such coverages shall be terminated if
          the  Executive is able to obtain  substitute  effective  coverage from
          another  employer  at  any  time  during  the  Severance  Period.  The
          Executive  shall  be  entitled,  at the  expiration  of the  Severance
          Period, to elect continued medical coverage in accordance with section
          4980B  of the  Internal  Revenue  Code of  1986,  as  amended  (or any
          successor provision thereto).

          (b) OTHER TERMINATIONS. In the event of termination of the Executive's
     employment  under  Sections  4(a) (other than  Section  4(a)(iv) as noted),
     4(d),  4(e) or 4(g) for any reason  other than those  specified  in Section
     5(a) hereof,  the  Executive  shall not be entitled to any severance pay or
     benefits  continuation  contemplated  by  the  foregoing,   except  as  may
     otherwise  be  provided  under  the  applicable   benefit  plans  or  award
     agreements relating to the Executive.

          (c)  ACCRUED  RIGHTS.  Notwithstanding  any  other  provision  of this
     Agreement,  in the  event  of  termination  of the  Executive's  employment
     hereunder for any reason, the Executive shall be entitled to payment of any
     unpaid   portion  of  her  base  salary   through  the  effective  date  of
     termination,  and  payment  of any  accrued  but  unpaid  rights  solely in
     accordance with the terms of any incentive bonus,  stock option or employee
     benefit plan or program of the Company.

     6.     CONFIDENTIALITY
            ---------------

     The  Executive  agrees  that she will not at any time during the Employment
Period or at any time thereafter for any reason, in any fashion, form or manner,
either  directly  or indirectly, divulge, disclose or communicate to any person,
firm,  corporation  or  other  business  entity,  in  any manner whatsoever, any
confidential  information  or  trade  secrets  concerning  the  business  of the
Company,  including,  without  limiting  the  generality  of  the foregoing, the
techniques,  methods  or systems of its operation or management, any information
regarding  its  financial  matters, or any other material information concerning
the  business  of  the  Company,  its  manner  of  operation, its plans or other
material  data.  The  provisions  of  this  Section  6  shall  not  apply to (i)
information that is public knowledge other than as a result of disclosure by the
Executive  in  breach  of  this  Section 6; (ii) information disseminated by the
Company  to  third parties in the ordinary course of business; (iii) information
lawfully received by the Executive from a third party who, based upon inquiry by
the  Executive,  is  not bound by a confidential relationship to the Company; or
(iv)  information  disclosed  under  a  requirement  of  law  or  as directed by
applicable  legal  authority  having  jurisdiction  over  the  Executive.

     The  Executive  further  agrees that she will not remove from the Company's
premises  (except  to the extent such removal is for purposes of the performance
of  the  Executive's  duties  at home or while traveling, or except as otherwise
specifically  authorized by the Company) Company property which includes, but is
not  limited to, any document, record, notebook, plan, model, component, device,
or  computer  software  or code, whether embodied in a disk or in any other form
(collectively,  the  "Proprietary  Items").  The  Executive  recognizes that, as
between  the Company and the Executive, all of the Proprietary Items, whether or
not developed by the Executive, are the exclusive property of the Company.  Upon
termination  of  this  Agreement  by  either  party,  or upon the request of the
Company  during  the Employment Period, the Executive will return to the Company
all  of  the  Proprietary  Items in the Executive's possession or subject to the
Executive's  control,  and the Executive shall not retain any copies, abstracts,
sketches,  or  other  physical  embodiments  of  any  of  the Proprietary Items.

                                        7
<PAGE>
     7.     INVENTIONS
            ----------

     The  Executive  is  hereby retained in a capacity such that the Executive's
responsibilities  may  include  the  making  of  technical  and  managerial
contributions  of  value  to  the  Company.  The Executive hereby assigns to the
Company  all right, title and interest in such contributions and inventions made
or conceived by the Executive alone or jointly with others during the Employment
Period  which  directly  relate to the business of the Company.  This assignment
shall  include  (a)  the right to file and prosecute patent applications on such
inventions  in  any  and  all  countries,  (b) the patent applications filed and
patents  issuing  thereon,  and  (c) the right to obtain copyright, trademark or
trade  name  protection for any such work product.  The Executive shall promptly
and  fully  disclose  all  such  contributions and inventions to the Company and
assist  the  Company  in  obtaining and protecting the rights therein (including
patents  thereon)  in  any  and  all  countries;  provided,  however,  that said
                                                  --------   -------
contributions  and  inventions  will  be the property of Company, whether or not
patented or registered for copyright, trademark or trade name protection, as the
case may be.  Inventions conceived by the Executive which are not related to the
business  of  the  Company  will  remain  the  property  of  the  Executive.

     8.     NON-COMPETITION
            ---------------

     The  Executive  agrees  that  she  shall  not, during the Employment Period
and/or Severance Period and during the "Restricted Period," without the approval
of  the  Board,  directly  or indirectly, alone or as a partner, joint venturer,
officer,  director,  employee,  consultant,  agent,  independent  contractor  or
stockholder (other than as provided below) of any company or business, engage in
any  "Competitive  Business" within a fifty mile radius of any locality in which
the  Company  or  any  of  its  subsidiaries  or  affiliates then operates.  For
purposes  of  the  foregoing,  the term "Restricted Period" shall mean:  (i) six
months  after  the  Employment  Period  or,  if applicable, six months after the
Severance  Period,  whichever  is  longer,  with  respect  to  any  "Competitive
Business"  outside  of  South  Carolina; and (ii) two years after the Employment
Period  or,  if  applicable,  two years after the Severance Period, whichever is
longer,  with  respect to any "Competitive Business" within South Carolina.  For
purposes  of  the  foregoing,  the  term  "Competitive  Business" shall mean any
business  involved in the ownership, operation or management of a bingo or video
gaming  business or such other business as the Company may then be engaged in as
a  primary  source  of  business.  Notwithstanding  the foregoing, the Executive
shall  not  be  prohibited,  during the non-competition period applicable above,
from  acting as a passive investor where she owns not more than 2% of the issued
and  outstanding  capital stock of any publicly-held company.  During the period
that  the  above  non-competition  restriction applies, the Executive shall not,
without  the written consent of the Company, solicit any employee of the Company
or  any employee of a subsidiary or affiliate of the Company to terminate his or
her employment.  The period of time applicable to any covenant in this Section 8
will  be  extended  by  the  duration  of any violation by the Executive of such
covenant.

     If any covenant in this Section 8 is held to be unreasonable, arbitrary, or
against  public  policy,  such  covenant will be considered to be divisible with
respect  to  scope,  time,  and  geographic area, and such lesser scope, time or
geographic  area,  or  all  of  them,  as  a court of competent jurisdiction may
determine  to  be reasonable, not arbitrary, and not against public policy, will
be  effective,  binding,  and  enforceable  against  the  Executive.

                                        8
<PAGE>
     9.     BREACH  OF  RESTRICTIVE  COVENANTS
            ----------------------------------

     The  parties  agree  that a breach or violation of Section 6, 7 or 8 hereof
will  result in immediate and irreparable injury and harm to the innocent party,
who  shall  have,  in  addition  to  any  and  all  remedies  of  law  and other
consequences  under  this  Agreement,  the  right  to  an  injunction,  specific
performance or other equitable relief to prevent the violation of the obligation
hereunder.

     10.     NOTICE
             ------

     For  purposes  of  this  Agreement,  notices,  demands  and  all  other
communications  provided  for in this Agreement shall be in writing and shall be
deemed  to  have  been duly given when delivered or (unless otherwise specified)
mailed  by United States certified or registered mail, return receipt requested,
postage  prepaid,  addressed  as  follows:

            (a)     If  to  the  Company,  to:

                    American  Bingo  &  Gaming  Corp.
                    Attn:  Andr  M.  Hilliou
                    1440  Charleston  Highway
                    West  Columbia,  SC  29169

            (b)     If  to  the  Executive,  to:

                    Marie  T.  Pierson
                    2275  Solari  Drive
                    Reno,  Nevada  89509

or  to  such other respective addresses as the parties hereto shall designate to
the  other  by like notice, provided that notice of a change of address shall be
effective  only  upon  receipt  thereof.

     11.     ARBITRATION;  LEGAL  FEES
             -------------------------

     Except  as provided in Section 9 hereof, any dispute or controversy arising
under  or  in  connection  with  this  Agreement shall be settled exclusively by
arbitration  in  South  Carolina  in  accordance  with the rules of the American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrator's  award  in  any  court  having  jurisdiction.  The  Company  shall
reimburse  the  Executive for all reasonable legal fees and costs and other fees
and  expenses  which  the  Executive  may  incur  in  respect  of any dispute or
controversy  arising  against  the  Company  under  or  in  connection with this
Agreement;  provided,  however,  that  the  Company  shall  only  reimburse  the
            --------   -------
Executive  for  such  fees,  costs and expenses if the Executive prevails in any
such  action.

                                        9
<PAGE>
     12.     WAIVER  OF  BREACH
             ------------------

     Any  waiver  of  any breach of the Agreement shall not be construed to be a
continuing  waiver or consent to any subsequent breach on the part either of the
Executive  or  of  the  Company.

     13.     NON-ASSIGNMENT;  SUCCESSORS
             ---------------------------

     Neither  party  hereto  may assign her or its rights or delegate her or its
duties  under  this  Agreement  without  the  prior written consent of the other
party;  provided, however, that (i) this Agreement shall inure to the benefit of
        --------  -------
and  be  binding upon the successors and assigns of the Company upon any sale of
all  or  substantially  all  of  the  Company's  assets,  or  upon  any  merger,
consolidation  or  reorganization  of  the  Company  with  or  into  any  other
corporation,  all as though such successors and assigns of the Company and their
respective  successors  and  assigns  were  the Company; and (ii) this Agreement
shall  inure  to  the  benefit  of  and  be  binding  upon the heirs, assigns or
designees  of the Executive to the extent of any payments due to them hereunder.
As  used  in  this Agreement, the term "Company" shall be deemed to refer to any
such  successor  or assign of the Company referred to in the preceding sentence.

     14.     WITHHOLDING  OF  TAXES
             ----------------------

     All payments required to be made by the Company to the Executive under this
Agreement  shall be subject to the withholding of such amounts, if any, relating
to  tax  and other payroll deductions as the Company may reasonably determine it
should  withhold  pursuant  to  any  applicable  law  or  regulation.

     15.     SEVERABILITY
             ------------

     To  the  extent any provision of this Agreement or portion thereof shall be
invalid  or  unenforceable,  it  shall  be  considered deleted therefrom and the
remainder  of such provision and of this agreement shall be unaffected and shall
continue  in  full  force  and  effect.

     16.     COUNTERPARTS
             ------------

     This  Agreement  may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together shall constitute one
and  the  same  instrument.

     17.     GOVERNING  LAW
             --------------

     This  Agreement  shall  be  governed  by  and  construed  and  enforced  in
accordance  with  the  laws of the State of South Carolina without regard to the
conflicts  of  law  principles  thereof.

     18.     ENTIRE  AGREEMENT
             -----------------

     This  Agreement  constitutes  the  entire  agreement by the Company and the
Executive  with  respect to the subject matter hereof and supersedes any and all
prior  agreements  or  understandings between the Executive and the Company with
respect  to  the subject matter hereof, whether written or oral.  This Agreement
may  be amended or modified only by written instrument executed by the Executive
and  the  Company.

                                       10
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  set  forth  above.

THE  EXECUTIVE                       AMERICAN  BINGO  &  GAMING  CORP.

/s/  Marie  T.  Pierson              /s/  Andre  M.  Hilliou
-----------------------              -------------------------------------------
     Marie  T.  Pierson              By:   Andr  M.  Hilliou
                                     Its:  President and Chief Executive Officer

                                       11
<PAGE>