THIS EMPLOYMENT AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT
           ------------------------------------------------------------
        TO THE UNIFORM ARBITRATION ACT, S.C. CODE ANN.  15-48-10, ET SEQ.
        -----------------------------------------------------------------
                        (LAW CO-OP. 1976 AND SUPP. 1993)
                        --------------------------------


                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT  ("Agreement")  made as of the 24th day of September,
                                                          ----
1997, between American Bingo & Gaming Corp. (the "Company"), and Michael W. Mims
(the  "Employee").

     1.     Employee Duties.  The Company hereby employs the Employee as manager
            ---------------
of  its  video  poker  and  video  game  operation  in South Carolina, with such
responsibilities  and  duties  as  the  Board of Directors may from time to time
determine.  The Employee shall devote full time to the Company to accomplish the
assigned  responsibilities.

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

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

          (a)     Employee  dies;

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

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

          (d)     Employee  is  convicted  of  any  felony  crime;

          (e)     Employee  commits  an  act  of  material  insubordination;

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

          (g)     Employee  materially  breaches  this  Agreement.

<PAGE>

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

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

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

     3.     Compensation.  Employee  shall be paid a salary of two hundred fifty
            ------------
thousand dollars ($250,000) per year, payable in monthly installments throughout
each  year,  subject to reduction as provided below.  Upon the first anniversary
of  this  Agreement, Company shall compute the Gross Machine Income ("GMI") from
the  video  poker  operations  for  each  of the Company's and its subsidiaries'
locations  listed  on  Exhibit "A".  "GMI" means the gross receipts less payouts
for  the  video poker machines.  GMI shall include both the GMI allocated to the
Company or its subsidiary and the GMI allocated to the location operator, if the
location  operator  is not the Company or a subsidiary of the Company, except as
otherwise  noted  on Exhibit "A".  If for the twelve month period after the date
of  this  Agreement  such  GMI is less than $4,000,000, Employee's annual salary
thereafter  shall  be  reduced  so  that  such  salary is the same percentage of
$250,000  as  such  GMI  for the twelve month period after the date hereof is of
$4,000,000.  Employee's  annual  salary shall be reviewed at each anniversary of
the  date hereof, and shall upon each such anniversary be adjusted so that it is
the  same  percentage  of  $250,000 that such GMI for the preceding twelve month
period  is  of $4,000,000; provided, however, that Employee's salary shall never
exceed  $250,000  per  year.

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

     5.     Other  Fringe  Benefits.  Employee  shall  receive  the  following
            -----------------------
benefits  during  the Term of Employment:  comprehensive health, accident, major
medical, dental, disability and life insurance protection in accordance with the
general  policies  of  the  Company  as  in  effect  from  time  to  time.

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

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

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

                                        2
<PAGE>

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

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

          (a)     Employee  shall  not,  directly  or  indirectly,  within  the
Territory  during the Restricted Period, promote, operate, manage or conduct any
bingo  game  or related gaming business permitted under the terms and conditions
of any license issued by the State of South Carolina or under any other state or
federal  law  or  authority,  or  operate any video game machine or other gaming
machine  or  device  (such  games  and game machines being referred to herein as
"Games").

          (b)     Further,  Employee  shall  not, directly or indirectly, within
the Territory during the Restricted Period, solicit or sell for, own, or acquire
any  interest  in,  either directly or indirectly, any corporation, partnership,
limited  partnership, or other entity, or become engaged by, act as landlord to,
or  as  agent  or consultant for, do business with, manage, operate, control, be
employed  by,  participate  in,  or  be connected, in any manner with, or in any
manner  assist,  any  other  person,  corporation,  partnership  or other entity
engaged  in  the business of promoting, operating, managing or conducting Games.

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

     8.4     Territory.  For  purposes  of  this Agreement the "Territory" shall
             ---------
mean:  (i)  with regard to any activities described in Section 1 above which are
conducted  under a Class B or Class C bingo license (or equivalent thereof under
any  future  law) issued by the State of South Carolina or under any other state
or  federal  law  or  authority, the area within a fifty (50) mile radius of any
bingo  facility then owned by Company or any subsidiary of the Company; and (ii)
with  regard  to any activities described in Section 1 above which are conducted
under any Class A license (or equivalent thereof under any future law) issued by
the  State  of  South  Carolina  or  under  any  other  state  or federal law or
authority,  the  area within a three hundred (300) mile radius of any bingo game
facility then owned by Company or any subsidiary of the Company;  and (iii) with
regard to video game facilities,  the area within a twenty-five (25) mile radius
of  any  bingo,  video poker or video game facility then owned by the Company or
any  subsidiary  of  the  Company.

                                        3
<PAGE>

     8.5     Exemptions.  The  provisions  of  this Article 8 shall not apply to
             ----------
businesses  operated  by  Mims  Amusement  Company  Partnership,  Mims Amusement
Operating  Co., Palmetto State Distributing Company, Inc., or Universal Mortgage
and  Loan  Co.,  provided  that  within the twelve (12) month period immediately
preceding the date of this Agreement Employee has had, and during the Restricted
Period  Employee  shall  have, no role, directly or indirectly, in management or
operations  of  any  such  exempted  business,  nor  shall  Employee  during the
Restricted  Period  receive  any  payment  or  distribution  of  any  kind,  as
compensation  or  otherwise,  from  any  such business other than dividends upon
corporate stock which are strictly proportional to the percentage of stock owned
by  him,  or  distributions with respect to his capital accounts in partnerships
which  are  strictly  proportional  to  the  percentage  of  his capital account
ownership  in  any  such  partnership.

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

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

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

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

          (b)     Attached  as  Exhibit  "B"  hereto  is a complete and accurate
description of the following information with respect to the businesses exempted
from  Employee's  non-competition  agreement  pursuant  to  Section  8.5:  (i) a
complete  description  of  the identities and ownership interests of each equity
owner  in  each such entity (as shareholder, partner, or otherwise), to the best
of  Employee's  knowledge;  (ii) the identity of each officer, director or other
person  participating  in  management,  to the best of Employee's knowledge; and
(iii)  a  complete  description  of  the  Employee's current and past management
activities  with  respect  to  each  such  business.  The  Company will keep and
maintain  the  confidentiality  of the information disclosed on Exhibit "B"  and
will not disclose such information to any third party except:  (a) if ordered to
do  so  by  any court or regulatory authority; or (b) as necessary in litigation
for  the enforcement or defense of its rights under this Agreement and the other
related  agreements  referred  to  herein.

                                        4
<PAGE>

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

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

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

     If  to  the  Employee:

     Michael  W.  Mims
     2605C  Seminole  Road
     Columbia,  South  Carolina  29210

     With  a  copy  to:

     Nelson  Mullins  Riley  &  Scarborough,  L.L.P.
     Third  Floor,  Keenan  Building
     1330  Lady  Street
     P.  O.  Box  11070  (29211)
     Columbia,  South  Carolina  29201
     Attn:  Daniel  J.  Fritze

                                        5
<PAGE>

     If  to  the  Company:

     American  Bingo  &  Gaming  Corp.
     515  Congress  Avenue,  Suite  1200
     Austin,  Texas  78701
     Attn:  Mr.  Greg  Wilson

     With  a  copy  to:

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

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

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

     15.     Entire Agreement.  This Agreement along with the Agreement and Plan
             ----------------
of  Reorganization  dated  August  13,  1997,  and  other  documents referred to
therein,  set  forth  the  entire  agreement  and  understanding  of the parties
relating  to  the  subject  matter  hereof,  and supersede all prior agreements,
arrangements and understandings, written or oral, relating to the subject matter
hereof.  No  representation, promise or inducement has been made by either party
that  is  not  embodied  in  this  Agreement  and/or  said Agreement and Plan of
Reorganization,  and  neither  party shall be bound by or liable for any alleged
representation,  promise  or  inducement  not  so  set  forth.

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

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

                                        6
<PAGE>

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

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

                                   AMERICAN  BINGO  &  GAMING  CORP.


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


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

                                        7
<PAGE>

                                   EXHIBIT  A

Aiken  County
-------------
     Wild  Cherry
     Double  7
     Golden  Palace
     Double  Diamonds
     Southern  Sport
     Country  Convenience(1)

Beaufort  County
----------------
     Low  Country  Players
     Riptides(1)

Edgefield  County
-----------------
     Lucky  4
     Danny's  Games

Kershaw  County
---------------
     Ed  Blanton  Bingo(1)

Lexington  County
-----------------
     Ed  Blanton  Highway  378(1)

Richland  County
----------------
     Mr.  Lucky(1)
     Double  Diamonds(1)
     Ed  Blanton  Bingo(1)

(1)     For  purposes of calculating GMI pursuant to Section 3 of the Employment
Agreement, GMI shall not include the GMI allocated to the location operators for
these  locations.

<PAGE>

                                    EXHIBIT  B


The  parties  to the Employment Agreement agree that the information required to
be  disclosed on this Exhibit B will only disclose the information as to Michael
W.  Mims, and not any other shareholder, officer or director of any such entity.

Mims  Amusement  Company  Partnership:
-------------------------------------

Michael  W.  Mims,  11.11%  partner.

Mims  Amusement  Operating  Co.:
-------------------------------

Michael  W.  Mims,  13.33%  shareholder.

Palmetto  State  Distributing  Company,  Inc.:
---------------------------------------------

Michael  W.  Mims,  20%  shareholder  and  Secretary.

Universal  Mortgage  and  Loan  Co.:
-----------------------------------

Michael  W.  Mims,  16%  shareholder.

Except  as  otherwise noted above, Michael W. Mims has not served as an officer,
director  or  in  any  other management role for any of the four entities listed
above  during  the  last  three  years.

<PAGE>


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


                        AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS  AMENDMENT  TO  EMPLOYMENT  AGREEMENT  (this "Amendment") between
American  Bingo  &  Gaming  Corp.  (the  "Company")  and  Michael  W.  Mims (the
"Employee")  is  entered  into  as  of  the  27th  day  of  July,  1998.
                                             ----           ----

          WHEREAS,  the  Company  and  the  Employee  entered into an Employment
Agreement  as  of  September  24,  1997  (the  "Employment  Agreement");  and

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

          NOW, THEREFORE, in consideration of the recitals and mutual covenants,
conditions  and  agreements  set  forth  herein  and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  DO  HEREBY  AGREE  as  follows:

          1.  Amendment of Section 2. Section 2 of the  Employment  Agreement is
              ----------------------
hereby  amended  to read in its  entirety  as  follows:  "Employment  under this
Agreement  shall commence on September 24, 1997 and continue for one year unless
earlier terminated in the manner provided below; provided,  however,  Employee's
employment shall be extended for up to two consecutive one year terms unless the
Company notifies  Employee at least thirty days prior to the termination date of
its desire not to extend the terms of this Agreement."

          2.  Amendment of Section 3. Section 3 of the  Employment  Agreement is
              ----------------------
hereby  amended to read in its  entirety as follows:  "Employee  shall be paid a
salary of one hundred twenty-five  thousand dollars ($125,000) per year, payable
in monthly  installments  throughout  the year." Such  adjustment  to the annual
salary of the Employee shall be effective beginning June 1, 1998.

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

<PAGE>

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

                                   AMERICAN  BINGO  &  GAMING  CORP.


                                   By:     /s/  Andre  M.  Hilliou
                                           -----------------------
                                           Andre  M.  Hilliou,  President


                                   EMPLOYEE


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

<PAGE>