BINGO & GAMING INTERNATIONAL, INC.
                             1999 STOCK OPTION PLAN

     On August 26, 1999, the Board of Directors of Bingo & Gaming International,
Inc.  adopted  the  following  1999  Stock  Option  Plan:

          1.     PURPOSE:  The  purpose  of the Plan is to provide key employees
     with  a  proprietary  interest in  the  Company  through  the  granting  of
     options  which  will:

          (a)     increase  the  interest  of the key employees in the Company's
     and  its  Subsidiaries'  welfare;

          (b)     furnish  and  incentive to the key employees to continue their
     services  for  the  Company  and  its  subsidiaries;  and

          (c)     provide a means through which the Company and its Subsidiaries
     may  attract  able  persons  to  enter  its  employ.

          2.     ADMINISTRATION.  The  Plan  will  be  administered  by  the
     Committee.

          3.     PARTICIPANTS.  The  Committee  shall, from time to time, select
     the  particular key employees of the Company and its  Subsidiaries  to whom
     options  are  to  be  granted  and  who  will.  upon  such  grant,   become
     participants  in the Plan.  For purposes of the Plan,  "key  employees" are
     those  full-time  employees of the Company and its  Subsidiaries,  who have
     been  employed  for  at  least  six  months,   and  whose  performance  and
     responsibilities  are  determined  by the  Committee  to have a direct  and
     significant effect on the performance of the Company and its Subsidiaries.

          4.     STOCK OWNERSHIP LIMITATION.  No Incentive Option may be granted
     to a key employee who owns more than 10% of the voting power of all classes
     of  capital  stock of the  Company  or its  Parent  or  Subsidiaries.  This
     limitation will not apply, however, if the option price is at least 110% of
     their market value of the capital stock at the time the Incentive Option is
     granted and the Incentive  Option is exercisable  more than five years from
     the date it is granted.


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          5.     SHARES  SUBJECT  TO  PLAN.  The Committee may not grant options
     under the Plan for more than  1,000,000  shares of Common  Stock,  but this
     number may be adjusted to reflect,  if deemed appropriate by the Committee,
     any stock dividend,  stock split, share combination,  recapitalization,  or
     the like of or by the  Company.  Shares to be optioned and sold may be made
     available from either  authorized but unissued Common Stock or Common Stock
     held  by  the  Company  in its  treasury.  Shares  that  by  reason  of the
     expiration  of an option or  otherwise  are no longer  subject to  purchase
     pursuant to an option  granted under the Plan may be  re-offered  under the
     Plan.

          6.     LIMITATION  ON  AMOUNT.  The  aggregate  fair  market  value
     (determined  at the time of grant) of the shares of Common  Stock which any
     key employee is first eligible to purchase in any calendar year by exercise
     of Incentive  Options  granted under the Plan and all other incentive stock
     option  plans (if any) of the Company or its Parent or  Subsidiaries  shall
     not exceed $100,000. For this purpose, the fair market value (determined at
     the  date of grant of each  option)  of the  Common  Stock  purchasable  by
     exercise  of an  Incentive  Option  (or an  installment  thereof)  shall be
     counted against the $100,000 annual  limitation for a key employee only for
     the calendar year such Common Stock is first purchasable under the terms of
     the option

          7.     ALLOTMENT  OF  SHARES- The Committee shall determine the number
     of  shares  of  Common  Stock to be  offered  from time to time by grant of
     options to key employees of the Company or its  Subsidiaries.  The grant of
     an option to a key employee shall not be deemed to entitle the employee to,
     or to disqualify  the employee  from,  participation  in any other grant of
     options under the Plan.


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          8.     GRANT  OF  OPTIONS.  AU  the  options  under  the Plan shall be
     granted by the  Committee.  The Committee is authorized to grant  Incentive
     Options and Nonqualified  Options.  The grant of options shall be evidenced
     by stock option  agreements  containing  such terms and  provisions  as are
     approved by the Committee,  but not inconsistent  with the Plan,  including
     (without  limitation)  provisions  that way be necessary to assure that any
     option that is intended to be an Incentive  Option will comply with Section
     422 of the Internal  Revenue  Code.  The Company shall execute stock option
     agreements upon instructions  from the Committee.  A stock option agreement
     may  provide  that the option  holder may  exercise  an option or a portion
     thereof by tendering  shares of Common Stock,  at the fair market value per
     share on the date of  exercise,  in Lieu of cash  payment  of the  exercise
     price.  The Plan  shall be  submitted  to the  Company's  shareholders  for
     approval The  Committee may grant options under the Plan before the time of
     shareholder approval, and those options will be effective when granted; but
     if for any reason the  shareholders  of the Company do not approve the Plan
     within one year from the date of  adoption  of the Plan by the  Board,  all
     options  granted under the Plan will terminate and be of no effect,  and no
     such option may be exercised in whole or in past prior to such  shareholder
     approval.

          9.     OPTION  PRICE.  The  option  price of an Incentive Option shall
     not be less than  100% of the fair  market  value  per share of the  Common
     Stock (or 110% of such  amount as  required  by  Section 4) of the date the
     Incentive  Option is granted.  For  purposes  of the Plan,  the fair market
     value of a share of the Common  Stock  shall be (i) if the Common  Stock is
     traded on an  established  securities  market,  the  closing  price of such
     Common Stock on the trading day immediately  preceding the day on which the
     option is granted, and (ii) if the Common Stock is not so traded, an amount
     determined  by the  Committee in good faith and based on such factors as it
     deems relevant to such determination.


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          10.     OPTION  PERIOD.  The  Option Period will begin on the date the
     option is  granted,  which will be the date the  Committee  authorizes  the
     option  unless the  Committee  specifies  another date (which can only be a
     later date if the option is an Incentive  Option).  No Incentive Option may
     terminate  later than ten years from the date the  option is  granted.  The
     Committee  may provide for the  exercise of options upon or subject to such
     terms, conditions,  and restrictions as it may determine. The Committee may
     provide  for  termination  of an  option  in the  case  of  termination  of
     employment or for any other reason.

          11.     RIGHTS IN EVENT OF DEATH OR DISABILITY.  If a participant dies
     or becomes disabled (within the meaning of Section 22(e)(3) of the Internal
     Revenue  Code) prior to  termination  of his right to exercise an option in
     accordance  with the provisions of his stock option  agreement,  the option
     agreement  may provide that the option may be  exercised,  to the extent of
     the shares with  respect to which the option  could have been  exercised by
     the participant on the date of the  participant's  death or disability,  by
     (i) in the case of death,  the  participant's  estate or by the  person who
     acquired the right to exercise the option by bequest or  inheritance  or by
     reason of the death of the participant,  or (ii) in the case of disability,
     the participant or his personal representative:
     provided,  that (in either case) the option is exercised  prior to the date
     of  its  expiration  or not  more  than  one  year  from  the  date  of the
     participant's  death or  disability,  whichever  first occurs.  The date of
     disability of a participant shall be determined by the Committee.


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          12.     PAYMENT.  )Full  payment  for shares purchased upon exercising
     an  option  shall  be made in cash or by  check  or,  if the  stock  option
     agreement  so  permits,  by  tendering  shares of Common  Stock at the fair
     market  value per share at that  time,  or on such  other  terns as are set
     forth in the applicable stock option agreement. The Committee may permit an
     option holder  exercising an option to  simultaneously  exercise the option
     and sell a portion of the  shares  acquired,  pursuant  to a  brokerage  or
     similar arrangement authorized or approved in advance by the Committee, and
     use proceeds  from the sale to pay the  exercise  price of the Common Stock
     acquired by the  exercise of the option.  In  addition,,  the  participants
     shall tender payment of such amount as may be requested by the Company,  if
     any, for the purpose of satisfying its liability to withhold federal, state
     or local  income or other taxes  incurred  by reason of the  exercise of an
     option.  No shares may be issued until full  payment of the purchase  price
     therefore has been made, and a participant  will have none of the rights of
     a shareholder until such shares are issued to him.

          13.     EXERCISE  OF  OPTION.  Options  granted  under the Plan may be
     exercised  during the Option  Period at such  times,  in such  amounts,  in
     accordance  with such terms,  and subject to such  restrictions  as are set
     forth in the applicable stock option  agreements.  A stock option agreement
     may provide for  acceleration of exercise of an option upon  termination of
     employment for any reason. In no event may an option be exercised or shares
     be issued  pursuant  to an option if any  requisite  action,  approval,  or
     consent of any governmental  authority of any kind having jurisdiction over
     the exercise of options has not been taken or secured.


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          14.     CAPITAL  ADJUSTMENTS  AND  REORGANIZATIONS;  ANTIDILUTION: The
     number of shares of Common Stock covered by each  outstanding  option,  and
     the option or exercise price thereof, may be adjusted to reflect, as deemed
     appropriate  by the  Committee,  any stock  dividend,  stock  split,  share
     combination,  or the like of or by the  Company.  In the event of a merger,
     consolidation, share exchange, reorganization, sale of alt or substantially
     all assets, liquidation, recapitalization, separation, or the like of or by
     the Company,  the Company (acting by or through the Board or the Committee)
     may  make  such   arrangements  as  it  deems  advisable  with  respect  to
     outstanding options granted under the Plan, and those arrangements shall be
     binding upon the participants,  including (without limitation) arrangements
     for the  substitution  of new options for any options then  outstanding (by
     conversion or otherwise),  the assumption of any such outstanding  options,
     or the payment for any such outstanding options.  If(i) the Company becomes
     a party to an agreement providing for the merger,  consolidation,  or share
     exchange of or by the Company,  any other sale of all or substantially  all
     of the outstanding Common Stock, or any sale of all or substantially all of
     the assets of the Company (in any case, a "Transaction")  and the agreement
     provides  that the holders of the  outstanding  shares of Common Stock will
     receive cash, securities, or other property directly or indirectly from one
     or  more  persons  or  entities  other  than  the  Company  or  any  of its
     Subsidiaries  (collectively,  if more than one, the  "Purchaser")  upon the
     effectiveness  of the  Transaction,  and  (ii)  the  Company  does not make
     arrangements for the substitution of new options from the Purchaser for any
     options then  outstanding  (by conversion or otherwise),  the assumption of
     such options by the  Purchaser,  or the payment for such options,  then the
     Plan  shall  terminate  and any  options  outstanding  under the Plan shall
     terminate upon the  effectiveness  of the Transaction;  provided,  however,
     that  all  outstanding  options  granted  under  the Plan  (whether  or not


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     theretofore  vested or exercisable)  shall become  immediately  exercisable
     during  the  15  days  immediately  preceding  the  effective  date  of the
     Transaction as well as of the effective date of the Transaction until it is
     effective.  If the options will so terminate  upon the  effectiveness  of a
     Transaction,  the Company  shall give each bolder of an option at least ten
     days'  notice  of the  opportunity  to  exercise  his  option  before  such
     termination.   The  Company  shall,   before  the   effectiveness   of  the
     Transaction,  issue all Common Stock  purchased by exercise of  outstanding
     options,  and that Common Stock shall be treated as issued and  outstanding
     for purposes of the Transaction.

          15.     TAX  WITHHOLDING-  The  Committee may establish such rules and
     procedures as it considers  desirable in order to satisfy any obligation of
     the Company to withhold federal income taxes or other taxes with respect to
     any option  granted under the Plan.  Such rules and  procedures may provide
     that. in the case of the exercise of a Nonqualified Option, the withholding
     obligation shall be satisfied by the Company's withholding shares of Common
     Stock otherwise issuable upon exercise of such Nonqualified Option.

          16.     NON-ASSIGNABILITY-  Incentive Options and, except as otherwise
     provided by the applicable stock option  agreements,  Nonqualified  Options
     may not be  transferred  other than by will or by the laws of  descent  and
     distributionExcept in the case of the death or disability of a participant.
     Incentive Options and, except as otherwise provided by the applicable stock
     option  agreements,  Nonqualified  Options  granted to a participant may be
     exercised only by the participant.

          17.     INTERPRETATION.  The  Committee  shall  interpret the Plan and
     prescribe such rules and  regulations  in connection  with the operation of
     the Plan as it  determines to be advisable  for the  administration  of the
     Plan.  The  Committee  may  rescind  or amend  any or au of its  rules  and
     regulations.


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          18.     AMENDMENT  OR  DISCONTINUANCE.  The  Plan  may  be  amended or
     discontinued  by the Board or the  Committee  without  the  approval of the
     shareholders  of the  Company,  except  that any  amendment  that would (i)
     materially  increase the number of securities  that may be issued under the
     Plan  or  (ii)  materially  modify  the  requirements  of  eligibility  for
     participation  in the Plan  must be  approved  by the  shareholders  of the
     Company.

          19.     EFFECT  OF  PLAN.  Neither  the  adoption  of the Plan nor any
     action of the Board or the  Committee  shall be deemed to give any employee
     any right to be granted  an option to  purchase  Common  Stock or any other
     tights  except as may be  evidenced  by a stock  option  agreement,  or any
     amendment thereto,  duly authorized by the Committee and executed on behalf
     of the Company, and then only to the extent and on the terms and conditions
     expressly  set forth  therein.  The  existence  of the Plan and the options
     granted  hereunder  shall  not  affect in any way the right or power of the
     Board,  the  Committee,  or the  shareholders  of the  Company  to  make or
     authorize any adjustment, recapitalization,  reorganization or other change
     in  the  Company's  capital  structure  or  its  business.  any  merger  or
     consolidation of the Company, any issue of bonds, debentures,  or shares of
     preferred  stock ahead of or affecting  Common Stock or the tights thereof,
     the  dissolution  or  liquidation of the Company or any sale or transfer of
     all or any part of its assets or business,  or any other  corporate  act or
     proceeding. Nothing contained in the Plan or in any agreement for an option
     granted thereunder shall (i) confer upon any employee any right to continue
     in the employ of or to hold any office or position with, the Company or any
     of its  Subsidiaries  or (ii)  interfere  in any way with the  right of the
     Company or any of its  Subsidiaries to terminate any employee's  employment
     at any time.

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          20.     TERM.  Unless  sooner  terminated by action of the Board, this
     Plan will terminate on August 26, 2009. The Committee may not grant options
     under the Plan after that date,  but options  granted before that date will
     continue to be effective in accordance with their terms.

          21.     DEFINITIONS.  For  the purpose of the Plan, unless the context
     requires otherwise,  the following terms shall have the respective meanings
     indicated:

          (a)     "Board"  means  the  Board  of  Directors  of  the  Company.

          (b)     "Committee"  means  the  committee  of  the Board appointed to
     administer the Plan or. in the absence of such a Committee, the Board.

          (c)     "Common  Stock"  means  the Common Stock, which the Company is
     currently  authorized  to issue or may in the future be authorized to issue
     (as long .is the common stock varies from that currently authorized,  if at
     all, only in amount of par value).

          (d)     "Company"  means  Bingo  &  Gaming  International,  Inc.,  an
     Oklahoma  Corporation.

          (e)     "Director"  means  a  member  of the Board of Directors of the
     Company.

          (f)     "Incentive  Option"  means  an  option  granted under the Plan
     which meets the requirements of Section 422 of the Internal Revenue Code.

          (g)     "Internal  Revenue  Code"  means  the Internal Revenue Code of
     1986.  as  amended,  and  any  successor  statute.

          (h)     "Nonqualified  Option"  means an option granted under the Plan
     which  is  not  intended  to  be  an  Incentive  Option.

          (1)  "Option  Period"  means  the period during which an option may be
     exercised.


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          (i)     "Parent"  means  any  corporation  in  an  unbroken  chain  of
     corporations  ending  with the  Company  if, at the tune of granting of the
     option,  each of the corporations other than the Company owns capital stock
     possessing 50% or more of the total combined voting power of all classes of
     capital stock in one of the other corporations in the chain.

          (k)     "Plan"  means  this  1999 Stock Option Plan, as may be amended
     from  time  to  time.

          (l)     "Subsidiary  means  any  corporation  in  an unbroken chain of
     corporations  beginning with the Company if, at the time of the granting of
     the option, each of the corporations other than the last corporation in the
     unbroken  chain  owns  capital  stock  possessing  50% or more of the total
     combined  voting power of all classes of capital  stock in one or the other
     corporations  in the chain and  "Subsidiaries"  means  more than one or any
     such corporations.


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