Exhibit
      10.169

    
 

    MANAGEMENT
      AGREEMENT

    


    


    THIS
      MANAGEMENT AGREEMENT
      (the
      "Agreement"), is made and entered into as of the 18th day of November 2005,
      by
      and between 

    


     

    BALELE
      LEISURE (PROPRIETARY) LIMITED, Registration
      No. 1998/002723/07, a private company duly registered and incorporated with
      limited liability in accordance with the company laws of the Republic of South
      Africa (the “Owner”)

     

    and
      

    


    CENTURY
      CASINOS AFRICA (PROPRIETARY) LIMITED,
      Registration No. 1996/010501/07, a private company duly registered and
      incorporated with limited liability in accordance with the company laws of
      the
      Republic of South Africa (the “Manager”)

     

    


    WHEREAS, Owner
      operates a temporary gaming/entertainment facility situated at erf 6350
      Newcastle (Extension No. 34), registration division HS in the Newcastle
      Transitional Local Council Area, Province of Kwazulu Natal, measuring 28,9284
      hectares, held under deed of transfer no. T 1149/99; and

    


    WHEREAS,
      Owner
      shall use its best efforts to obtain all necessary approvals from the Gaming
      Board of the South African Province of Kwazulu Natal and all other relevant
      authorities to develop and operate as soon as reasonably possible a permanent
      gaming/hotel/entertainment facility to be situated at a site located in Allen
      Street, Newcastle, Province of Kwazulu Natal [
      +
      25
      hectare; Erf 15450 Newcastle]; and

    


    WHEREAS,
      Owner
      has
      secured/controls the Facility and represents that the Facility is suitable
      for
      the development and operation of gaming/hotel/entertainment business; and


    


    WHEREAS,
      Owner is
      seeking experience and expertise in the operation of the gaming/entertainment
      business to be conducted at/on the Facility; and

    


    WHEREAS,
      Manager
      has experience and expertise in the operation and management of gaming
      facilities and in the gaming/hotel/entertainment business; and

    


    WHEREAS, Owner
      desires to engage Manager to provide the management necessary to manage and
      operate the gaming/hotel/entertainment business to be conducted at/on the
      Facility; and

    


    WHEREAS, Manager
      is willing to provide such services on behalf of and for the account of Owner
      on
      the terms and conditions set forth herein;

    


    
      
        
        

      

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

    


    


    


    


    
      	1.  	
              DEFINITIONS

            


    

    


    As
      used
      in this Agreement, the following terms shall have the respective meanings
      indicated.

    


    
      	1.1.  	
              Act.  The
                term "Act" shall mean the Gaming/Casino Act of the Province of Kwazulu
                Natal as well as South Africa, as the case may be, and the regulations
                promulgated pursuant thereto.

            


    

    


    
      	1.2.  	
              Affiliate.  The
                term "Affiliate" shall mean a Person that directly or indirectly,
                or
                through one or more intermediaries, Controls, is Controlled by, or
                is
                under common Control with the Person in question and any stockholder
                or
                partner of any Person referred to in the preceding clause owning
                (i) more
                than fifty percent (50%) or more of such Person if such Person is
                a
                publicly traded corporation, or (ii) more than fifty percent (50%)
                or more
                of an ownership or beneficial interest in any other
                Person.

            


    

    


    
      	1.3.  	
              Annual
                Operating Budget.
                The term "Annual Operating Budget" shall have the meaning set forth
                in
                Section 5.1.

            


    

    


    
      	1.4.  	
              Annual
                Operating Plan.  The
                term "Annual Operating Plan" shall have the meaning set forth in
                Section
                5.1.

            


    

    


    
      	1.5.  	
              Approval.  The
                term "Approval" means any license, finding of suitability, qualification,
                approval or permit by or from any Gaming
                Authority.

            


    

    


    
      	1.6.  	
              Approved
                Legal Counsel.
                The term "Approved Legal Counsel" shall have the meaning set forth
                in
                Section 5.17.

            


    

    


    
      	1.7.  	
              Bank
                Accounts.
                The term "Bank Accounts" shall have the meaning set forth in
                Section 5.19.

            


    

    


    
      	1.8.  	
              Books
                and Records.  The
                term "Books and Records" shall have the meaning set forth in
                Section 5.10.

            


    

    


    
      	1.9.  	
              Business
                Day.
                The term "Business Day" shall have the meaning set forth in
                Section 16.14.

            


    

    


    
      	1.10.  	
              Capital
                Replacements.
                The term "Capital Replacements" shall have the meaning set forth
                in
                Section 5.8.

            


    

    


    
      	1.11.  	
              Casino.  The
                term "Casino" means the casino improvements and fixtures (temporary
                and/or
                permanent), including Casino Gaming Activities, to be constructed
                at the
                Facility, consistent with the concepts set forth in the Development
                Plan
                and in accordance with the Plans and
                Specifications.

            


    

    


    
      
        
        

      

      
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      	1.12.  	
              Casino
                Bankroll.
                The term "Casino Bankroll" shall mean an amount of monies determined
                by
                Manager as necessary to provide cash-on-hand monies required to operate
                and maintain Casino Gaming Activities, but in no event shall such
                amount
                be less than the amount required by Law. In no event shall the Casino
                Bankroll include amounts necessary to provide for the payment of
                Operating
                Expenses, Working Capital or initial cash needs as described in Section
                7.3 herein. The Casino Bankroll shall include the funds in the separate
                accounts in Manager's name plus any funds located on the casino tables,
                in
                the gambling devices, cages, vault, counting rooms, or in any other
                location in the Casino where funds may be
                found.

            


    

    


    
      	1.13.  	
              Casino
                Gaming Activities.
                The term "Casino Gaming Activities" shall mean the casino cage, table
                games (such as blackjack, baccarat, roulette, craps, mini-baccarat,
                pai
                gow, poker or pai gow poker, or any other table game), gaming machines,
                and other casino-type games operated by Manager in the
                Casino.

            


    

    


    
      	1.14.  	
              Century.
                The term "Century" shall mean Century Casinos, Inc., a Delaware,
                USA
                corporation, or any of its subsidiaries or
                assignees.

            


    

    


    
      	1.15.  	
              Condemnation.
                The term "Condemnation" shall mean any taking by eminent domain,
                condemnation or any other governmental
                action.

            


    

    


    
      	1.16.  	
              Consumer
                Price Index.
                The term "Consumer Price Index" shall mean the Consumer Price Index
                from
                time to time published by the relevant South African
                authority.

            


    

    


    
      	1.17.  	
              Control.
                The term "Control" (including derivations such as "controlled" and
                "controlling") means with respect to a Person, the ownership of more
                than
                fifty percent (50%) or more of the beneficial interest or voting
                power of
                such Person.

            


    

    


    
      	1.18.  	
              Credit
                Policy.
                The term "Credit Policy" means the policy prepared by Manager and
                approved
                by Owner regarding the extension and collection of credit to customers
                of
                the Casino, which Credit Policy shall be based on (i) the target
                markets
                of the Casino, (ii) the business issues involved, and (iii) such
                changes
                and refinements as Owner shall reasonably recommend, all of which
                shall
                comply and conform in all respects with any applicable Governmental
                Requirements (including, without limitation, the rules and regulations
                of
                the Gaming Commission).

            


    

    


    
      	1.19.  	
              term
                "Default" shall have the meaning set forth in Section
                6.1.

            


    

    


    
      	1.20.  	
              Default
                Rate.
                The term "Default Rate" shall mean the lesser of (i) the reference
                or
                prime commercial lending rate in South Africa, plus two percent (2%)
                per
                annum, or (ii) the highest rate permitted by applicable Law, to the
                extent
                applicable Law establishes a maximum rate of interest which may be
                charged
                with respect to obligations of the type of questions, until
                paid.

            


    

    


    
      
        
        

      

      
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      	1.21.  	
              Department.
                The term "Department" shall have the meaning set forth in Section
                5.9.

            


    

    


    
      	1.22.  	
              EBITDA.
                The term "EBITDA" shall mean Owner's earnings before interest expense,
                income taxes, depreciation and amortization excluding management
                fees and
                also before any and all costs/expenses beyond the control of Manager
                (such
                as F,F&E reserve, any leasing, rental or similar costs/expenses) for
                the subject monthly, quarterly or annual period, as reported in the
                financial statements prepared by the
                Manager.

            


    

    


    
      	1.23.  	
              Effective
                Date.
                The term "Effective Date" shall mean the execution date of this
                Agreement.

            


    

    


    
      	1.24.  	
              Enforcement
                Division.
                The term "Enforcement Division" shall mean the relevant authority
                to grant
                casino gaming licenses.

            


    

    


    
      	1.25.  	
              Environmental
                Damages.
                The term "Environmental Damages" shall mean all claims, judgments,
                damages, losses, penalties, fines, liabilities (including strict
                liability), encumbrances, liens, costs, and expenses of investigation
                and
                defense of any claim, whether or not such claim is ultimately defeated,
                and of any good faith settlement of judgment, of whatever kind or
                nature,
                contingent or otherwise, matured or unmatured, foreseeable or
                unforeseeable, including without limitation reasonable attorneys'
                fees and
                disbursements and consultants' fees, any of which are incurred at
                any time
                as a result of the existence of Hazardous Material upon, about, beneath
                the Site, or migrating or threatening to migrate to or from the Site,
                or
                the existence of a violation of Environmental Requirements pertaining
                to
                the Site, regardless of whether the existence of such Hazardous Material
                or the violation of Environmental Requirements arose prior to the
                present
                ownership or operation of the Site.

            


    

    


    
      	1.26.  	
              Environmental
                Requirements.
                The term "Environmental Requirements" shall mean all applicable federal,
                state and local laws, rules, regulations, ordinances and requirements
                relating to public health and safety, worker health and safety and
                pollution and protection of the environment, all as amended or hereafter
                amended.

            


    

    


    
      	1.27.  	
              Event
                of Default.
                The term "Event of Default" shall have the meaning set forth in Section
                6.1.

            


    

    


    
      	1.28.  	
              Extended
                Term.
                The term "Extended Term" shall have the meaning set forth in
                Section 3.1.

            


    

    


    
      	1.29.  	
              Facility.
                The term "Facility" shall mean the temporary gaming/entertainment
                facility
                situated at erf 6350 Newcastle (Extension No. 34), registration division
                HS in the Newcastle Transitional Local Council Area, Province of
                Kwazulu
                Natal, measuring 28,9284 hectares, held under deed of transfer no.
                T
                1149/99; and the permanent gaming/hotel/entertainment facility to
                be
                situated at a site located in Allen Street, Newcastle, Province of
                Kwazulu
                Natal [
                +
                25
                hectare; Erf 15450 Newcastle];

            


    

    


    


    
      
        
        

      

      
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      	1.30.  	
              Facility
                Employee.
                The term "Facility Employee" shall mean any employee of Owner directed
                by
                Manager to work at the Facility or in any capacity related to the
                Facility.

            


    

    


    
      	1.31.  	
              FF&E.
                The term "FF&E" shall mean all furniture, furnishings, equipment, and
                fixtures, including gaming equipment, computers, housekeeping and
                maintenance equipment, necessary or appropriate to operate the Facility
                in
                conformity with this Agreement.

            


    

    


    
      	1.32.  	
              Financial
                Statements.
                The term "Financial Statements" shall mean an income statement, balance
                sheet and a cash flows statement, all prepared in conformity with
                Generally Accepted Accounting Principles and on a basis consistent
                in all
                material respects with that of the preceding period (except as to
                those
                changes or exceptions disclosed in such Financial
                Statements).

            


    

    


    
      	1.33.  	
              Fiscal
                Year.
                The term "Fiscal Year" shall mean the period beginning on January
                1 and
                ending on December 31 of each calendar
                year.

            


    

    


    
      	1.34.  	
              Gaming
                Authorities.
                The term "Gaming Authorities" or "Authority" shall mean all agencies,
                authorities and instrumentalities of any state, nation, or other
                governmental entity, or any subdivision thereof, regulating gaming
                or
                related activities in South Africa, including, without limitation,
                the
                Gaming Commission and the Enforcement
                Division.

            


    

    


    
      	1.35.  	
              Gaming
                Commission.
                The term "Gaming Commission" shall mean the Kwazulu Natal Gambling
                Board.

            


    

    


    
      	1.36.  	
              Gaming
                License.
                The term "Gaming License" shall have the meaning set forth in
                Section 3.1.

            


    

    


    
      	1.37.  	
              Gaming/hotel/entertainment
                operations.
                The term "Gaming/hotel/entertainment operations" shall mean all activities
                pertaining to the development and construction of the Casino and
                the
                Casino thereon, all Casino Gaming Activities conducted in the Casino
                and
                all activities conducted at the Facility related to any of the
                foregoing.

            


    

    


    
      	1.38.  	
              General
                Laws.
                The term "General Laws" shall mean any statute, ordinance, promulgation,
                law, treaty, rule, regulation, code, judicial or administrative precedent
                or order of any court or other body of South Africa and any state
                law or
                subdivision thereof, any foreign countries or subdivisions thereof,
                and
                shall include all Laws.

            


    

    


    
      	1.39.  	
              Generally
                Accepted Accounting Principles.
                The term "Generally Accepted Accounting Principles" shall mean generally
                accepted accounting principles in all material respects as established
                from time to time by the American Institute of Certified Public
                Accountants; provided, however, that to the extent there are changes
                in,
                or there are implemented by mandates now-existing elective treatments
                under, Generally Accepted Accounting Principles from and after the
                date
                hereof, such changes or implementations shall not be taken into
                consideration for purposes of defining the term
                EBITDA.

            


    

    


    
      
        
        

      

      
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      	1.40.  	
              Governmental
                Authority.
                The term "Governmental Authorities" or "Authority" means South Africa,
                Province of Kwazulu Natal and any other political subdivision in
                which the
                Facility is located, and any court or political subdivision, agency,
                commission, board or instrumentality or officer thereof, whether
                federal,
                state, local, having or exercising a jurisdiction over Owner, Manager
                or
                the Facility, including, without limitation, any Gaming
                Authority.

            


    

    


    
      	1.41.  	
              Governmental
                Requirements.
                The term "Governmental Requirements" means all Laws and agreements
                with
                any Governmental Authority that are applicable to the acquisition,
                development, construction and operation of the Facility and including,
                without limitation, the Purchase, all Required Contracts, Approvals
                and
                any rules, guidelines or restrictions created by or imposed by
                Governmental Authorities (including, without limitation, any Gaming
                Authority).

            


    

    


    
      	1.42.  	
              Gross
                Casino Revenue.
                The terms “Gross Gaming Revenue” and "Gross Casino Revenue" shall mean all
                gross revenues generated by or in the Casino, including gaming receipts
                less all sums paid out as winnings in connection
                therewith.

            


    

    


    
      	1.43.  	
              Hazardous
                Materials.
                The term "Hazardous Materials" shall mean without limitation: (i)
                hazardous materials, hazardous substances, extremely hazardous substances
                or hazardous wastes, (ii) petroleum, including, without limitation,
                crude
                oil or any fraction thereof which is liquid at standard conditions
                of
                temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per
                square
                inch absolute); (iii) any radioactive material, including, without
                limitation, any source, special nuclear, or by-product material,
                and (iv)
                asbestos in any form or condition.

            


    

    


    
      	1.44.  	
              Initial
                Term.
                The term "Initial Term" shall have the meaning set forth in Section
                3.1.

            


    

    


    
      	1.45.  	
              Law.
                The term "Law" means any statute, ordinance, promulgation, law, treaty,
                rule, regulation, code, judicial or administrative precedent or order
                of
                any court or any other Governmental Authority, as well as the orders
                or
                requirements of any local board of fire underwriters or any other
                body
                which may exercise similar
                functions.

            


    

    


    
      	1.46.  	
              Major
                Casualty.
                The term "Major Casualty" shall mean any casualty or accident which
                prevents or substantially impairs the conduct of the Facility's business
                and the ability to earn or generate revenues and income or its ability
                to
                make payments under the Purchase.

            


    

    


    
      	1.47.  	
              Major
                Condemnation.
                The term "Major Condemnation" shall mean any Condemnation which prevents
                or substantially impairs the conduct of the Facility and the ability
                to
                earn or generate revenues and income and/or its ability to make payments
                under the Purchase.

            


    

    


    
      
        
        

      

      
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      	1.48.  	
              Management
                Fee.
                The term "Management Fee" shall have the meaning set forth in Section
                4.1.

            


    

    


    
      	1.49.  	
              Manager
                Denial.
                The term "Manager Denial" shall have the meaning set forth in Section
                8.3.

            


    

    


    
      	1.50.  	
              Manager
                Indemnitees.
                The term "Manager Indemnitees" shall have the meaning set forth in
                Section
                14.2.

            


    

    


    
      	1.51.  	
              Manager
                Operating Permits.
                The term "Manager Operating Permits" shall mean all licenses, permits,
                approvals, consents and authorizations which Manager is required
                to obtain
                from any Governmental Authority to perform and carry out its obligations
                under this Agreement.

            


    

    


    
      	1.52.  	
              Manager's
                Advances.
                The term "Manager's Advances" shall have the meaning set forth in
                Section
                7.7.

            


    

    


    
      	1.53.  	
              Manager's
                Default.
                The term "Manager's Default" shall mean those occurrences described
                in
                Section 6.2.

            


    

    


    
      	1.54.  	
              Minor
                Casualty.
                The term "Minor Casualty" shall mean any casualty or accident other
                than a
                Major Casualty.

            


    

    


    
      	1.55.  	
              Minor
                Condemnation.
                The term "Minor Condemnation" shall mean any Condemnation other than
                a
                Major Condemnation.

            


    

    


    
      	1.56.  	
              Net
                Gaming Proceeds.
                The term “Net Gaming Proceeds” shall have the exact same meaning as “Gross
                Gaming Revenue”.

            


    

    


    
      	1.57.  	
              Operating
                Expenses.
                The term "Operating Expenses" shall mean those reasonable operating
                expenses, including payroll, marketing and administration incurred
                on
                behalf of Owner after the Opening Date in connection with conducting
                and
                operating the Facility, computed on an accrual basis, deductible
                under
                Generally Accepted Accounting Principles in determining "Operating
                Income"
                (as defined in casino industry practice) for purpose of preparing
                a
                statement of operations for the Facility. VAT and other taxes shall
                not be
                included in Operating Expenses. Further, Operating Expenses shall
                not
                include depreciation or amortization with respect to the Facility
                or the
                F, F&E, Debt Service or Capital Replacements deposits.
                

            


    

    


    


    
      	1.58.  	
              Operating
                Guidelines.
                The term "Operating Guidelines" means the general guidelines for
                the
                operation of the Facility which shall be prepared by Manager and
                shall be
                included in and constitute a part of each Annual Operating Plan.
                Operating
                Guidelines shall include the Credit Policy, Manager's policies regarding
                (i) restricting access to the Casino to those under the legal age
                for
                gaming in South Africa, (ii) assisting compulsive gamblers, and (iii)
                employee travel, employee expense reimbursement and employee gambling
                at
                the Casino.

            


    

    


    
      
        
        

      

      
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      	1.59.  	
              Operating
                Permits.
                The term "Operating Permits" shall mean Manager Operating Permits
                and
                Owner Operating Permits.

            


    

    


    
      	1.60.  	
              Operating
                Supplies.
                The term "Operating Supplies" shall mean gaming supplies, paper supplies,
                cleaning materials, food and beverage, fuel, marketing materials,
                maintenance supplies, linen, china, glassware, silverware, kitchen
                utensils, uniforms and all other consumable supplies and materials
                used in
                the operation of the Facility.

            


    

    


    
      	1.61.  	
              Owner
                Denial.
                The term "Owner Denial" shall have the meaning set forth in
                Section 8.1.

            


    

    


    
      	1.62.  	
              Owner
                Indemnitees.
                The term "Owner Indemnitees" shall have the meaning set forth in
                Section
                14.1.

            


    

    


    
      	1.63.  	
              Owner
                Operating Permits.
                The term "Owner Operating Permits" shall mean all licenses, permits,
                approvals, consents and authorizations from Governmental Authorities
                that
                are necessary to own, develop, open, operate and occupy the Facility
                other
                than Manager Operating Permits and the Construction
                Permits.

            


    

    


    
      	1.64.  	
              Owner's
                Advances.
                The term "Owner's Advances" shall mean the amounts to be advanced
                by Owner
                to Manager pursuant to Section 7.1.

            


    

    


    
      	1.65.  	
              Owner's
                Default.
                The term "Owner's Default" shall have the meaning set forth in Section
                6.3.

            


    

    


    
      	1.66.  	
              Person.
                The term "Person" shall mean any individual, partnership, corporation,
                association or other entity, including, but not limited to, any government
                or agency or subdivision thereof, and the heirs, executors,
                administrators, legal representatives, successors and assigns of
                such
                Person where the context so admits.

            


    

    


    
      	1.67.  	
              Pre-Opening
                Budget.
                The term "Pre-Opening Budget" shall mean the budget of expenses to
                be
                incurred prior to the Opening Date pursuant to Section 6.1 of the
                Agreement and with respect to any other provision of the Agreement
                pertaining to the period prior to the Opening Date. Such expenses
                shall
                include, without limitation, all budgeted expenses incurred by Manager
                or
                by any of Manager's Affiliates in performing the Pre-Opening Services,
                the
                cost of recruitment and training for all employees of the Facility,
                costs
                of licensing or other qualification of Facility employees prior to
                the
                Opening Date, the cost of pre-opening sales, marketing, advertising,
                promotion and publicity, the cost of obtaining all Construction Permits
                and Owner Operating Permits, permits for employees, including the
                fees of
                lawyers and other consultants incident thereto, and other Pre-Opening
                Expenses.

            


    

    


    
      	1.68.  	
              Property
                Insurance.
                The term "Property Insurance" shall have the meaning set forth in
                Section
                12.2.

            


    

    


    
      
        
        

      

      
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      	1.69.  	
              Purchase.
                The term "Purchase" shall mean the Purchase or lease agreement for
                the
                Site.

            


    

    


    
      	1.70.  	
              Required
                Coverage.
                The term "Required Coverage" shall have the meaning set forth in
                Section
                12.1.

            


    

    


    
      	1.71.  	
              Senior
                Staff.
                The term "Senior Staff" shall have the meaning set forth in Section
                5.4.

            


    

    


    
      	1.72.  	
              Site.
                The term "Site" shall have the meaning set forth in the "WHEREAS"
                clause
                of this Agreement.

            


    

    


    
      	1.73.  	
              Term.
                The term "Term" shall mean the Initial Term and any Extended Term
                for
                which the option to extend as provided in the Agreement has been
                properly
                exercised.

            


    

    


    
      	1.74.  	
              Unavoidable
                Delay.
                The term "Unavoidable Delay" shall have the meaning set forth in
                Article
                11.

            


    

    


    
      	1.75.  	
              Working
                Capital.
                The term "Working Capital" shall mean such amount in the Bank Accounts
                as
                will be sufficient to reasonably assure the timely payment of all
                current
                liabilities of the Facility and the uninterrupted and efficient operation
                of the Facility during the Term of this Agreement to permit Manager
                to
                perform its responsibilities and obligations hereunder, all as
                contemplated by the applicable Annual Operating Plan with reasonable
                reserves for unanticipated contingencies and for short term business
                fluctuations resulting from monthly variations between the Annual
                Operating Plan and actual operating
                expenses.

            


    

    


    


    


    
      	2.  	
              APPOINTMENT
                OF MANAGER

            


    

    


    
      	2.1.  	
              Appointment.  Owner
                hereby appoints, hires and employs Manager, as Owner's exclusive
                agent, to
                manage the gaming/hotel/entertainment operations on behalf of and
                for the
                account of Owner during the term of this Agreement. Manager hereby
                accepts
                such appointment upon and subject to the terms, conditions, covenants
                and
                provisions set forth herein.

            


    

    


    
      	2.2.  	
              No
                Interference.
                Owner hereby agrees that, subject to the limitations described herein,
                Manager shall have uninterrupted control and supervision of the management
                of the gaming/hotel/entertainment operations during the Term of this
                Agreement, and that Manager may manage the gaming/hotel/entertainment
                operations free of molestation, eviction or disturbance by Owner
                or any
                third party claiming by, through or under
                Owner.

            


    

    


    


    
      	2.3.  	
              Employment
                of Affiliates.
                Manager may, acting in its sole discretion in the best interests
                of Owner,
                employ or retain as consultants or agents any of Manager's Affiliates,
                or
                any other entity or Person related to Manager, in fulfilling its
                obligations pursuant to this Agreement; provided, however, that Manager
                shall disclose all transactions with any entity related to Manager,
                as
                required by Generally Accepted Accounting Principles on the quarterly
                financial statements required under Section 5.11. All such service
                agreements shall be on economic terms comparable with agreements
                negotiated on an arms-length basis and subject to Owner’s
                approval.

               

            


    

    
      	2.4.  	
              Notwithstanding
                anything to the contrary contained in this agreement, the Manager
                shall
                not administer or procure the administration of any affairs of Owner
                which
                are specifically designated to be the sole prerogative of the board
                of
                directors of Owner.

            




    
      
        
        

      

      
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      	3.  	
              TERM
                OF AGREEMENT

            


    

    


    
      	3.1.  	
              Term.
                The Agreement shall commence on the Closing Date of the Sale of Shares
                Agreement, entered into as of the 18th day of October 2005, by and
                between Chicory Investments (Pty) Limited, Dynamo Investments Limited,
                Harvest Moon Investment Holdings (Pty) Limited, Izulu Gaming (Pty)
                Limited, Khulani Holdings Limited, Libalele Leisure (Pty) Limited,
                Malesela Gaming (Pty) Limited, Oakland Leisure-Newcastle (Pty) Limited,
                Purple Rain (Pty) Limited, Ruvuma Investment (Pty) Limited, Saphila
                Health
                Investments (Pty) Limited, Sky Props (Pty) Limited, Viva Leisure
                Investment Holdings (Pty) Limited, The Viva Trust and Century Casinos
                Africa (Pty) Limited, and remains in force while the Manager owns
                shares
                in the Company and is only subject to notice of termination by the
                manager, at the manager’s sole discretion, on not less than 6 (six) months
                written notice. 

            


    

    
      	3.2.  	
              Effect
                of Termination.
                All sums owed by either party to the other shall be paid immediately
                upon
                termination of this Agreement. In the event of any termination of
                this
                Agreement, Owner shall, notwithstanding such termination, be liable
                to
                Manager for the fees earned and reasonable out-of-pocket expenses
                incurred
                by Manager in conformity with this Agreement prior to such termination
                as
                follows: (i) any unpaid accrued portion of the Management Fee and
                Manager's Advances (including any unpaid accrued interest thereon),
                if
                any, plus (ii) all reimbursable costs to Manager which were properly
                incurred prior to termination in connection with the performance
                of
                Manager's obligations in conformity with this Agreement. If the
                termination of this Agreement is a consequence of Owner's Default,
                Owner
                shall also be liable to Manager for all reasonable costs (including,
                but
                not limited to, severance pay or settlements and moving expenses
                of
                Manager's employees, if any, and any attorney's fees, expenses, and
                losses
                as the result of such severance) incurred as a direct result of Owner's
                Default. If the termination of this Agreement is a consequence of
                Manager's Default, Manager shall not have the right to collect any
                amounts
                due Manager under this Section 3.2 from the Bank Accounts. In such
                event,
                Owner shall pay Manager within five (5) Business Days of the date
                of
                termination the amounts owed Manager described in clauses (i) and
                (ii)
                above through the date of termination.


            


    

    


    
      	3.3.  	
              Survival
                of Representations and Indemnifications.
                Notwithstanding anything contained herein to the contrary, the parties
                acknowledge that the representations, covenants and indemnifications
                set
                forth in Articles 9, 12, 14 and Sections 16.2, 16.6, 16.8 and 16.9
                shall
                survive the termination or expiration of this Agreement. All amounts
                due
                and payable from either party to the other shall survive the termination
                of this Agreement.

            


    

    


    


    
      
        
        

      

      
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      	4.  	
              FEE; EXPENSES

            


    

    


    
      	4.1.  	
              Management
                Fee.
                During the Term of this Agreement, Manager shall be paid the Management
                Fee set forth herein. Failure to pay the Management Fee in accordance
                with
                the time periods set forth in this Agreement shall constitute a breach
                of
                this Agreement.

            


    

    


    
      	4.2.  	
              Calculation
                of Management Fee.
                The Management Fee shall be equal
                to:

            


    

    


    
      	4.2.1.  	
              3,75%
                (Three comma seven five percent) of the total gross revenues (excluding
                VAT and any other taxes) generated by the company or generated on
                the
                Facility, for the applicable Fiscal Year, plus

            


    

    
      	4.2.2.  	
              7,5%
                (Seven comma five percent) of the company’s EBITDA for the applicable
                Fiscal Year.

            


    

    


    
      	4.3.  	
              Time
                of Payment of Management Fee.
                All out-of-pocket costs and expenses incurred by Manager shall be
                invoiced
                to Owner and Owner shall pay these amounts to Manager within ten
                days. The
                fee described in 4.2. above shall be paid from Owner to Manager on
                the
                fifth (5th)
                day of each month, for the preceding month. The aggregate of the
                Management Fees so paid monthly shall be adjusted within 120 (one
                hundred
                and twenty) days of the end of each Fiscal Year. A partial Fiscal
                Year at
                the beginning and end of this Agreement shall be treated as a Fiscal
                Year
                for purposes of this Section 4.3. Owner hereby authorizes Manager
                to pay
                itself the monthly Management Fee due from the Bank Accounts. Owner
                shall
                pay all applicable taxes or fees on the Management Fee. For the last
                month
                of the term of this Agreement, Owner shall pay Manager the Management
                Fee
                directly. The fee in 4.2.2. shall not take into account any losses
                carried
                forward from any prior financial year and shall not take paid or
                payable
                management fees into account.

            


    

    


    
      	4.4.  	
              Place
                of Payment of Management Fee.
                It shall be Owner's obligation to ensure that the Management Fees
                are paid
                to Manager at such account as may be determined by Manager from time
                to
                time.

            


    

    


    
      	4.5.  	
              Expenses.
                In addition to the Management Fee, within ten (10) Business Days
                after
                presentation of expense vouchers or billing invoices, as the case
                may be,
                Owner shall reimburse Manager on a monthly basis for (i) all documented
                expenses properly incurred under this Agreement by Manager, its officers
                and employees and/or agents in rendering the services provided for
                in this
                Agreement, and (ii) all amounts billed to Manager by Persons for
                such
                Persons' reasonable fees, charges, costs and expense properly incurred
                under this Agreement in connection with Manager's performance of
                its
                duties hereunder. Notwithstanding the foregoing, all Operating Expenses
                shall be paid directly from the Bank Accounts pursuant to Section
                7.19
                herein. Any amounts not reimbursed within ten (10) business days
                shall
                bear interest at the Default Rate. No expenses payable to Manager’s
                Affiliates shall be paid out without Owner prior
                consent.

            


    

    


    


    
      
        
        

      

      
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      	5.  	
              FACILITY
                OPERATIONS

            


    

    


    
      	5.1.  	
              Annual
                Operating Plan and Budget.

            


    

    


    
      	5.1.1.  	
              On
                or before the forty-fifth (45th) day preceding the first day of each
                Fiscal Year subsequent to the Opening Date, Manager shall submit
                to Owner
                for its approval an annual operating plan for the operation of the
                Casino
                for the forthcoming Fiscal Year (each such annual operating plan
                that is
                approved by Owner is referred to herein as an "Annual Operating Plan"),
                which shall include an annual marketing plan, annual operating budget
                by
                month (the "Annual Operating Budget"), annual estimate of key operating
                statistics, annual projection of sources of cash by month, and a
                two (2)
                year projection of capital expenditures. The Annual Operating Plan
                shall
                include sufficient amounts for maintenance and repairs to keep the
                Facility in good operating condition. Manager will consult with Owner
                and
                the Facility Manager in preparing the Annual Operating Plan, provided
                that
                Owner and Facility Manager make their representatives readily available
                for such consultations.

            


    

    


    
      	5.1.2.  	
              Within
                thirty (30) days after the date Manager submits the proposed Annual
                Operating Plan, Owner shall inform Manager in writing whether it
                disapproves of the proposed Annual Operating Plan and, if so, the
                specific
                portions thereof of which it disapproves. Any notice that disapproves
                a
                proposed Annual Operating Plan must contain reasonably detailed objections
                along with suggestions as to what corrective measures can be taken
                to make
                such proposed Annual Operating Plan acceptable to Owner. If Owner
                fails to
                provide written notice to Manager of its objections within thirty
                (30)
                days after the submission of the proposed Annual Operating Plan,
                such
                proposed Annual Operating Plan shall be deemed to be approved as
                submitted.

            


    

    


    
      	5.1.3.  	
              If
                Owner reasonably disapproves or objects to the proposed Annual Operating
                Plan or any portion thereof, Manager shall endeavor to make such
                modifications to the Annual Operating Plan as are necessary to resolve
                the
                objections raised in Owner's notice, and within thirty (30) days
                of the
                Owner's notice, to resubmit such Annual Operating Plan for review
                by Owner
                under the terms of Section 5.1 and, if necessary, to make further
                revisions under this Section 5.1.

            


    

    


    
      	5.1.4.  	
              If
                Owner's objection relates only to certain portions of the proposed
                Annual
                Operating Plan or an Annual Operating Budget contained therein, the
                undisputed portions of the proposed Annual Operating Plan or Annual
                Operating Budget shall be deemed to be adopted and approved. With
                respect
                to objectionable items in any proposed Annual Operating Budget, prior
                to
                the adoption of a new Annual Operating Budget, the corresponding
                item
                contained in the Annual Operating Budget for the preceding Fiscal
                Year
                shall be substituted in lieu of the disputed portions of the proposed
                Annual Operating Budget, excluding, however, line items in the previous
                Annual Operating Budget for extraordinary expenses or revenues. In
                any
                instance where a portion of an Annual Operating Budget from a preceding
                Fiscal Year is deemed to be applicable to the Annual Operating Budget
                in
                effect until a new Annual Operating Budget is fully approved,
                corresponding items contained in the Annual Operating Budget for
                the
                preceding Fiscal Year shall be automatically adjusted by a percentage
                equal to the percentage change in the Consumer Price Index during
                the
                preceding Fiscal Year. Such calculation of percentage change in the
                Consumer Price Index shall be made by Manager based upon the most
                recently
                published Consumer Price Index data at the time the calculation is
                made.

            


    

    


    
      
        
        

      

      
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      	5.1.5.  	
              If
                Owner and Manager are unable to agree on the amount of any capital
                expenditure or reserve item in an Annual Operating Budget, only those
                capital expenditures (or the undisputed amount when the amount is
                in
                dispute) with respect to which Owner and Manager have reached an
                agreement
                that are approved by Owner or are required to be made by any Governmental
                Authority shall be made until Owner and Manager otherwise agree on
                the
                terms of such Annual Operating Budget or the matter is decided by
                arbitration. The Annual Operating Plan will be appropriately adjusted
                to
                reflect the effect of any delay in capital
                expenditures.

            


    

    


    
      	5.1.6.  	
              Each
                proposed Annual Operating Plan shall be prepared by Manager based
                on the
                actual and projected results of the current Fiscal Year, the standard
                of
                maintaining the Facility in good operating condition, information
                with
                respect to possible occurrences which may impact the marketing and/or
                operation of the Facility in the future, changes from the previous
                Fiscal
                Year results, reasonable predictions for the future and such other
                information and assumptions that shall be reasonable under the
                circumstances.

            


    

    


    
      	5.1.7.  	
              Except
                as otherwise provided in Sections 5.22 or 5.23, Manager shall not,
                without
                Owner's prior written consent, incur any expenses or make any
                disbursements that are either not provided for in an Annual Operating
                Budget or are in excess of one hundred and fifty percent (150%) of
                the
                amount approved for a particular item in such Annual Operating Budget
                unless otherwise permitted by Sections 5.22 or 5.23. Any request
                by
                Manager to make any expenditure or incur any obligation in excess
                of one
                hundred fifty percent (150%) of an amount set forth in the Annual
                Operating Budget contained in the applicable Annual Operating Plan
                or
                which falls into any category of expenditures which is required by
                any Law
                to have the prior approval of Owner, shall be submitted to Owner
                in
                writing with an explanation of such expenditure. Owner shall respond
                to
                any request within fifteen (15) days after the receipt thereof. If
                Owner
                fails to respond within such fifteen (15) day period, the proposed
                expenditure shall be deemed
                approved.

            


    

    


    
      	5.2.  	
              Contracts
                and Expenses.
                Manager may make, enter into and perform, in the name of, for the
                account
                of, on behalf of, and at the expense of Owner, any contracts and
                agreements provided for under this Agreement and each Annual Operating
                Plan and Annual Operating Budget, so long as Manager has complied
                with all
                the requirements of this Agreement with respect to such contracts
                and
                agreements. All costs and expenses incurred by Manager or an Affiliate
                of
                Manager in accordance with this Agreement, the Annual Operating Plan
                and
                the Annual Operating Budget shall be for and on behalf of Owner and
                for
                Owner's account. All debts and liabilities incurred by Manager under
                this
                Agreement to third parties on behalf of either Owner or the Facility
                are
                and shall remain the sole obligations of Owner. Manager shall use
                commercially reasonable efforts to promote and enforce the goals
                of the
                Advancement Plan by Owner's contractors, to the extent required by
                the
                Advancement Plan.

            


    

    


    
      
        
        

      

      
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      	5.3.  	
              Recruitment.
                Manager shall establish and implement procedures, techniques, and
                programs
                consistent with all applicable rules and regulations, the Annual
                Operating Plan, the Annual Operating Budget and the Advancement Plan
                to
                recruit, screen, evaluate, hire, orient and train qualified applicants
                to
                become Facility Employees. Manager shall have the sole authority
                to
                recruit, hire, provide orientation to, train, supervise, promote,
                determine the compensation of, and discharge all Facility
                Employees.

            


    

    


    
      	5.4.  	
              Manager's
                Personnel Decisions.
                Manager shall have the authority to recruit, hire, provide orientation
                to,
                train, supervise, promote, determine the compensation of, and discharge
                all personnel, including all management personnel (“Senior Staff”) at the
                Facility on behalf of Owner. Except as otherwise decided by Manager,
                all
                of the Senior Staff shall be employees of Owner. Regardless of whether
                they are employed by Owner or Manager, expenses and costs pertaining
                to
                the employment of the Senior Staff, including without limitation,
                affiliate incentive and stock plans, severance pay and the costs
                of
                retirement benefits pertaining to such persons, shall be Operating
                Expenses of the Facility and reimbursed to Manager on a current
                basis.

            


    

    


    
      	5.5.  	
              Union
                Contracts.
                Manager shall assist Owner to negotiate with any labor union lawfully
                entitled to represent the Facility Employees. All decisions regarding
                union contracts applicable to the Facility shall be made by
                Manager.

            


    

    


    
      	5.6.  	
              Payroll
                Checks.
                Payroll checks for all Facility Employees shall be in a form, contain
                such
                identifications and be signed by persons specified by Owner (provided
                such
                checks shall not identify Manager without Manager's
                consent).

            


    

    


    
      	5.7.  	
              Financial
                Management.
                Manager shall be responsible for the administration of the day-to-day
                financial affairs of the Facility.

            


    

    


    
      
        
        

      

      
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      	5.8.  	
              Capital
                Replacements.

            


    

    


    
      	5.8.1.  	
              Manager
                shall have the responsibility and sole authority to plan, contract
                for,
                account for and supervise all capital replacements and improvements
                to the
                Casino and the Facility or any portion thereof (collectively "Capital
                Replacements") that are contemplated in any Annual Operating Plan.
                Manager
                shall have the right to approve plans and specifications and select
                architects, engineers, general contractors, subcontractors, suppliers,
                and
                material men with respect to Capital Replacements, taking into
                consideration the criteria set forth in the Development Plan and
                all
                Annual Operating Plans. Any changes in the Casino structure itself
                or the
                structure of any of the buildings located at the Facility shall comply
                with any requirements in the Purchase, or any Governmental Requirements.
                Manager shall adhere to the Owner's empowerment policies when contracting
                for such services.

            


    

    


    
      	5.8.2.  	
              Manager
                shall have the right to supervise the general contractor or other
                person
                responsible for the Capital Replacements work. To the extent the
                proposed
                Capital Replacements will have a material adverse effect on the operation
                of the Facility during the performance of the work, the plans and
                specifications applicable thereto shall comply with the terms of
                the
                Purchase and any applicable Governmental
                Requirements.

            


    

    


    
      	5.9.  	
              Revisions
                to Annual Operating Plan and Reallocations of Funds.
                If, after approval of an Annual Operating Plan for a particular Fiscal
                Year, in Manager's reasonable business judgment, revisions to the
                Annual
                Operating Plan are appropriate, Manager shall revise the Annual Operating
                Plan and submit such revised Annual Operating Plan to Owner for approval
                in accordance with the procedures set forth in Section 5.1. Owner
                shall
                have the right to suggest revisions to the Annual Operating Plan
                subject
                to Manager's approval with disagreements being resolved as set forth
                in
                Section 5.1. Manager, without Owner's consent, may reallocate all
                or any
                portion of any line item in an Annual Operating Budget to another
                item in
                the same Department in an amount not to exceed fivehundred thousand
                Rands
                (R500,000) in the aggregate in any Fiscal Year but may not reallocate
                from
                one Department to another without Owner's approval. The term "Department"
                means those general divisional categories in the Annual Operating
                Budgets
                and shall not mean or refer to subcategories appearing in a divisional
                category. Manager shall not make any payments or disbursements in
                excess
                of one hundred fifty percent (150%) of the Department or total operating
                expense amounts in an Annual Operating Plan, except as
                follows:

            


    

    


    
      	5.9.1.  	
              Pursuant
                to Sections 5.22 or 5.23;

            


    

    


    
      	5.9.1.1.  	
              If
                expenditures for Operating Expenses bear the same relationship (ratio)
                to
                the amount budgeted for such items as actual gross revenue for such
                month
                bears to the projected gross revenue for such month (provided that
                any
                increase in Operating Expenses is, in Manager's reasonable business
                judgment, a necessary consequence of the increase in gross
                revenue);

            


    

    


    
      	5.9.1.2.  	
              Any
                expenditures for which written approval in advance has been obtained
                from
                Owner;

            


    

    


    
      
        
        

      

      
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      	5.9.1.3.  	
              For
                taxes, insurance and utilities to reflect actual costs thereof, subject
                to
                Owner's right to contest the validity of such items;
                and

            


    

    


    
      	5.9.1.4.  	
              For
                payment of any final judgment in litigation involving the
                Facility.

            


    

    


    
      	5.10.  	
              Accounting
                Records.
                During the Term of this Agreement, Manager shall maintain full and
                adequate books of account and records ("Books and Records") reflecting
                the
                results of the operation of the Casino on an accrual basis, all in
                accordance with Generally Accepted Accounting Principles consistently
                applied in all material respects. The Books and Records shall be
                kept
                separate and distinct from all other operations and businesses of
                Manager
                or Affiliates of Manager. Manager shall keep all Books and Records,
                including, without limitation, current vendor invoices, payroll records,
                general ledgers, credit transactions and other records relating to
                the
                Casino at the Facility or at such other location as shall be approved
                by
                Owner in writing, subject to such record retention and storage policies
                and access rights required by any Gaming Authority and any other
                applicable Governmental Requirements. All such Books and Records
                shall at
                all times be the property of Owner and shall not be removed from
                the
                Facility or other approved location by Manager without Owner's written
                approval except as required by General Laws. Upon any termination
                of this
                Agreement, all Books and Records shall immediately by turned over
                to Owner
                so as to ensure the orderly continuance of the operation of the Facility,
                but (i) Manager may make and retain copies of all or any portion
                of the
                Books and Records needed for its own record keeping and (ii) such
                Books
                and Records shall be available to Manager for a period of five years
                after
                termination of this Agreement at all reasonable times for inspection,
                audit, examination and transcription of particulars relating to the
                period
                in which Manager managed the
                Facility.

            


    

    


    
      	5.11.  	
              Financial
                Statements; Meetings.
                Manager shall provide Owner with reasonably accurate unaudited Financial
                Statements of the Casino sixty (60) days after the end of each calendar
                quarter. The annual Financial Statements shall be audited by Owner's
                auditors at Owner's expense and provided to Owner within ninety (90)
                days
                after the end of the Fiscal Year. In addition, Manager shall provide
                Owner
                with daily results (including cash drop) for all games and with a
                copy of
                Manager’s monthly casino report.

            


    

    


    
      	5.12.  	
              Access,
                Review and Audit.
                Owner (or its duly appointed agents) and any Gaming Authority (as
                permitted by Law) shall have the right at reasonable times and during
                normal business hours, after reasonable written notice to Manager,
                to
                examine, audit, inspect and transcribe the Book and Records. With
                respect
                to such reviews, Owner and its respective agents shall be subject
                to the
                confidentiality covenants in Section
                16.8.

            


    

    


    
      	5.13.  	
              Limitation
                of Responsibility for Annual Operating Budgets.
                All Annual Operating Budgets are intended only to be reasonable estimates
                based on Manager's best business judgment and Manager shall not be
                liable
                or responsible in any event if any of the budgeted figures are not
                attained or there is any variance between the actual revenues and
                expenditures and the amounts set forth in any Annual Operating Budgets.
                Owner acknowledges that Manager has not made any guarantees, warranty
                or
                representation of any nature concerning or related to the amounts
                of Gross
                Gaming Revenue to be generated and Operating Expenses to be incurred
                from
                the operation of the Facility during the Term of this
                Agreement.

            


    

    


    
      
        
        

      

      
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      	5.14.  	
              Management.
                Subject at all times to the Operating Guidelines and those rights
                of Owner
                specifically provided in this Agreement, Manager shall have the discretion
                and authority to determine operating policies and procedures, standards
                of
                operation, staffing levels and organization, win payment arrangements,
                standards of service and maintenance, food and beverage quality and
                service, pricing, and other policies affecting the Facility, or the
                operation thereof, to implement all such policies and procedures,
                and to
                perform any act on behalf of Owner which Manager deems necessary
                or
                desirable in its good faith business judgment for the operation and
                maintenance of the Facility on behalf, for the account and at the
                expense
                of Owner, including but not limited to the following, as
                applicable:

            


    

    


    
      	5.14.1.  	
              Manager
                shall negotiate and consummate such agreements necessary for the
                furnishing of utilities, services, security, and supplies for the
                maintenance of utilities, services, security, and supplies for the
                maintenance and operation of the
                Facility.

            


    

    


    
      	5.14.1.1.  	
              If
                consistent with the Development Plan, Manager may negotiate and grant
                concessions and purchases for space in the
                Facility.

            


    

    


    
      	5.14.1.2.  	
              Manager
                shall have sole authority to make all repairs, replacements, and
                improvements which are necessary or
                appropriate.

            


    

    


    
      	5.14.2.  	
              Manager
                shall report directly to the Board of Directors of Owner as well
                as to the
                Board of Directors of Century Casinos, Inc. on all
                matters.

            


    

    


    
      	5.15.  	
              Licenses,
                Permits, Reports and Accreditation.

            


    

    


    
      	5.15.1.  	
              Manager
                shall use its best efforts to apply for, process, obtain and maintain
                all
                Manager Operating Permits and, to the extent requested by Owner,
                Owner
                Operating Permits, in a manner and within the time periods that will
                permit the Facility to be operated on a continuous and uninterrupted
                basis
                after the Opening Date. If reasonably requested by Owner, Manager
                shall
                (i) apprise Owner of the need to renew, reapply or requalify for
                any Owner
                Operating Permits and filing any reports relating thereto or required
                by
                any Governmental Authority, and (ii) assist Owner in processing all
                such
                matters in a timely fashion. All reasonable out-of-pocket costs and
                expenses reasonably necessary to obtain and maintain Manager Operating
                Permits shall be reimbursable by Owner and shall constitute Operating
                Expenses. Owner shall provide all required information for all of
                the
                above promptly upon request and such information shall be
                accurate.

            


    

    


    
      
        
        

      

      
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      	5.15.2.  	
              If
                Owner fails to apply (or fails to request that Manager apply on behalf
                of
                Owner) for a necessary Owner Operating Permit, and Manager makes
                a
                good-faith determination that such failure jeopardizes the ability
                to
                operate the Facility on a continuous and uninterrupted basis after
                the
                Opening Date, then Manager may take all necessary or desirable steps
                to
                obtain the Owner Operating Permit on behalf of Owner and Owner hereby
                grants Manager an irrevocable power of attorney, which Owner acknowledges
                is coupled with an interest, to implement the foregoing. Manager
                shall be
                reimbursed by Owner for all expenses incurred in obtaining such Owner
                Operating Permit.

            


    

    


    
      	5.16.  	
              Government
                Regulations.
                Upon five (5) Business Days' written notice to Owner, Manager shall
                be
                permitted to contest the validity and/or application of any Law or
                Governmental Requirement pertaining to Gaming/hotel/entertainment
                operations before any court or appropriate administrative body unless
                Owner shall object to such action in writing during said notice
                period.

            


    

    


    
      	5.17.  	
              Legal
                Actions.
                All matters of a legal nature involving the Facility shall be handled
                by
                legal counsel selected by Manager and approved by Owner (such legal
                counsel is hereinafter referred to as "Approved Legal Counsel").
                Manager
                shall notify Owner in writing of the commencement of any legal action
                or
                proceeding concerning the Facility as soon as practicable after Manager
                receives actual notice of the commencement of such legal action which
                could reasonably be anticipated to involve liability or damage to
                Owner
                for which Manager reasonably anticipates liability. Notwithstanding
                the
                foregoing, Manager shall notify Owner immediately of any action filed
                against the business, the Facility, Owner, Manager or the Casino
                which
                could result in seizure of the Casino. Except with respect to those
                legal
                matters in which Owner advises Manager that it desires to be directly
                involved, Manager shall be responsible for retaining on behalf of
                Owner
                the Approved Legal Counsel to take any reasonable or necessary legal
                actions to protect the assets of the Facility and to insure compliance
                with the contractual obligations of others and all Governmental
                Requirements. In any legal action or proceeding for damages in which
                Owner
                is to be the plaintiff or complainant, then Manager may not commence
                such
                legal action or proceeding without first notifying Owner in writing.
                Owner
                shall, by written notice to Manager, within five (5) days of the
                date of
                such notice, consent to the commencement of such legal action or
                proceeding or provide Manager with a good faith material basis for
                not
                commencing such legal action or
                proceeding.

            


    

    


    
      	5.18.  	
              Accounting
                Services.
                Manager shall establish and maintain accounting systems, internal
                controls, and reporting systems in accordance with the Operating
                Guidelines that are (i) consistent in all material respects with
                customary
                policies and procedures used by Managers' Affiliates engaged in such
                business and (ii) which comply with all Governmental Requirements
                and
                requirements of Gaming Authorities and has obtained all Gaming Authority
                approvals which Owner or Manager are required to
                obtain.

            


    

    


    
      	5.19.  	
              Bank
                Accounts.
                Owner shall establish one or more bank accounts that are necessary
                for the
                operation of the Facility at various banking institutions chosen
                by
                Manager and reasonably acceptable to Owner (such accounts are hereinafter
                collectively referred to as the "Bank Accounts"). The accounts shall
                be in
                the name of Owner, but, except as provided in the following sentence,
                Manager's designees shall be the only persons authorized to draw
                upon the
                Bank Accounts. If Manager has committed an Event of Default which
                continues during the term of any applicable cure periods, or if Manager
                has acted in bad faith with respect to Owner's funds in the Bank
                Accounts,
                then Owner shall have the right to assume sole control of the Bank
                Accounts upon two (2) Business Days' prior written notice to Manager,
                whereupon the signatures of two (2) members of Owner shall be required
                to
                draw upon the Bank Accounts. Manager's designated signatories must
                be
                covered by the fidelity insurance described in Section 12.1. The
                Bank
                Accounts shall be interest bearing accounts if such accounts are
                reasonably available and all interest thereon shall be credited to
                the
                Bank Accounts. All gross revenues received by Manager from the operations
                of the Facility shall be deposited in the Bank Accounts and Manager
                shall
                pay out of the Bank Accounts, to the extent of the funds therein,
                from
                time to time, all Operating Expenses and other amounts required by
                Manager
                to perform its obligations under this Agreement. All funds in the
                Bank
                Accounts shall be separate from any other funds and Manager may not
                commingle any of Manager's funds with the funds in the Bank Accounts.
                Owner shall bear the risk of the insolvency of any financial institution
                holding such Bank Accounts.

            


    

    


    
      
        
        

      

      
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      	5.20.  	
              Credit.
                All decisions regarding the granting and collection of credit, if
                allowed
                under the Act, shall be governed by the Credit Policy to be developed
                by
                Manager and approved by Owner. All credit shall be for the account
                of and
                at the sole risk of Owner.

            


    

    


    
      	5.21.  	
              Sales
                Taxes, Etc.
                If
                reasonably requested by Owner and agreed to by Manager, Manager shall
                use
                its best efforts to comply in all material respects with all applicable
                Laws with respect to collecting, accounting for and paying to the
                appropriate Governmental Authorities all applicable excise, sales
                and use
                taxes and other similar governmental charges resulting from the operation
                of the Facility.

            


    

    


    
      	5.22.  	
              Emergency
                Expenditures.
                Without limiting the generality of this Section 5.22, in the event
                that a condition exists in, on, or about the Facility of a nature
                reasonably believed by Manager to be an emergency, including structural
                repairs, which Manager believes requires immediate repair to preserve
                and
                protect the Facility and assure its continued operation or to protect
                the
                safety and welfare of the Facility customers, guests or employees,
                Manager, on behalf of and at the expense of Owner, shall take all
                reasonable steps and make all reasonable expenditures necessary to
                repair
                and correct any such condition, whether or not provisions have been
                made
                  in the applicable budgets for any such emergency expenditures.
                Expenditures made by Manager in connection with an emergency shall
                be paid
                from the Bank Accounts. Owner shall replenish funds paid from the
                Bank
                Accounts with any insurance proceeds received by Owner with respect
                to
                such emergency condition or situation, and Owner shall replace any
                difference between the insurance proceeds and the amount used for
                such
                emergency from the Bank Accounts. Manager shall promptly notify Owner
                of
                any emergency expenditures made pursuant to this Section
                5.22.

            


    

    


    
      
        
        

      

      
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      	5.23.  	
              Expenditures
                Required for Compliance with Law.
                Without limiting the generality of this Article VII, if at any time
                during
                the Term of this Agreement repairs, additions, changes or corrections
                in
                the Facility of any nature shall be required by reason of any Governmental
                Requirements now or hereafter in force, such repairs, additions,
                changes
                or corrections shall be made at the direction of Manager and shall
                be paid
                for by Owner. Manager shall inform Owner of the existence of any
                Governmental Requirements which require expenditures under this Section
                5.23 as soon as practicable after learning of such Governmental
                Requirements and the repairs, additions, changes or corrections which
                Manager believes are required to be made and the estimated expenditures
                to
                be incurred. If compliance with any Governmental Requirements that
                are the
                subject of this Section 5.23 will require expenditures which will
                make the
                continued operation of the Facility uneconomical to Owner, Owner
                shall
                have the right to cease operating the Facility (to the extent the
                cessation of Facility operations will not result in any material
                liability
                to Manager) and in connection therewith, to terminate this Agreement,
                which termination shall not constitute a Default by Owner hereunder.
                In
                the event Owner reopens the Facility or the Casino at a site different
                from the Site within three hundred sixty-five (365) days after so
                ceasing
                operations, Manager shall have the option to be reinstated and resume
                as
                Manager in accordance with the terms of this
                Agreement.

            


    

    


    
      	5.24.  	
              Marketing
                Programs.
                Manager shall develop a marketing program to implement the marketing
                plans
                contained in each Annual Operating Plan. Manager may, at its option,
                also
                provide for the Facility, or seek to cause an Affiliate to so provide
                the
                following: (i) joint marketing or advertising with similar properties
                owned or operated by Affiliates of Manager and (ii) major entertainment,
                sporting events or special attractions sponsored by the Facility.
                Manager
                shall use its best efforts to cooperate with Owner in the development
                of
                any joint marketing efforts which it determines at its option to
                provide
                for the Facility.

            


    

    


    
      	5.25.  	
              Limitations
                on Use of Names and Logos.
                Owner acknowledges that neither this Agreement nor the exercise of
                any of
                Owner's rights in respect of the Facility, shall give Owner any rights
                to
                the names "Century", “All Stars”, “Celebrations” or
                “Legends”.

            


    

    


    
      	5.26.  	
              Manager's
                Expenses.
                In connection with Manager's obligations under this Agreement and
                with
                Owner’s prior approval, Manager may at its option arrange for Century or
                its Affiliates to provide such reasonable supervisory, accounting,
                administrative and operational services to Manager as are generally
                provided by Century or its Affiliates to its other gaming units.
                Owner
                shall pay Century (or its Affiliates, as the case may be) a commercially
                reasonable hourly rate for such services and shall bear the cost
                of
                reasonable travel and related expenses for any staff of Century or
                its
                Affiliates visiting the Facility for purposes of providing such services
                to the Facility. Owner shall also have the right, but not any obligation,
                to consider Winlan (a shareholder in Owner) for certain of such
                services.

            


    

    


    


    
      
        
        

      

      
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      	6.  	
              DEFAULT/STEP-IN
                RIGHTS

            


    

    


    
      	6.1.  	
              Default
                or Event of Default.
                The occurrence of any one or more of the events described in this
                Sections
                6.1.1. and 6.1.2., which is not cured within the time permitted,
                shall
                constitute a default under this Agreement (hereinafter referred to
                as a
                "Default" or an "Event of Default") as to the party failing in the
                performance or effecting the breaching
                act.

            


    

    


    
      	6.2.  	
              Manager's
                Defaults.
                Manager shall have committed a "Manager's Default" if Manager
                shall:

            


    

    


    
      	6.2.1.  	
              file
                a voluntary petition in bankruptcy or insolvency, or a petition for
                relief
                or reorganization under any bankruptcy or insolvency
                law;

            


    

    


    
      	6.2.2.  	
              consent
                to an involuntary petition in
                bankruptcy;

            


    

    


    
      	6.2.3.  	
              assign
                for the benefit of its creditors all or any substantial part of its
                assets, or consent to the appointment of a receiver, liquidator,
                custodian
                or trustee in bankruptcy for Manager of all or any substantial part
                of its
                assets;

            


    

    


    
      	6.2.4.  	
              fail
                to materially perform or materially comply with any of the covenants,
                agreements, terms or conditions contained in this Agreement applicable
                to
                Manager (other than monetary payments) and such failure shall continue
                for
                a period of forty-five (45) days after written notice thereof from
                Owner
                to Manager specifying in detail the nature of such failure, or, in
                the
                case such failure is of a nature that it cannot, with due diligence
                and
                good faith, be cured within forty-five (45) days, if Manager fails
                to
                proceed promptly and with all due diligence and in good faith to
                cure the
                same and thereafter to prosecute the curing of such failure to completion
                with all due diligence within ninety (90) days thereafter;
                

            


    

    


    
      	6.2.5.  	
              take
                or fail to take any action to the extent required of Manager under
                this
                Agreement that creates a default under any Governmental Requirement
                unless
                Manager cures such default or breach prior to the expiration of applicable
                notice, grace and cure periods, if
                any.

            


    

    


    
      	6.2.6.  	
              If
                the only result of the failure by Manager to act is a monetary loss
                to
                Owner which is not otherwise capable of being cured by Manager, then
                Manager shall not be in Default if Manager reimburses Owner for such
                losses within thirty (30) Business Days of incurring such loss or
                otherwise protects Owner against such loss in a manner reasonably
                acceptable to Owner.

            


    

    


    
      	6.3.  	
              Owner's
                Default.
                Owner shall have committed an "Owner's Default" if Owner
                shall:

            


    

    


    
      
        
        

      

      
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          21
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      	6.3.1.  	
              file
                a voluntary petition in bankruptcy or insolvency, or a petition for
                relief
                or reorganization under any bankruptcy or insolvency
                law;

            


    

    


    
      	6.3.2.  	
              consent
                to an involuntary petition in bankruptcy or fail to vacate any order
                approving an involuntary petition within sixty (60) days from the
                date of
                entry thereof;

            


    

    


    
      	6.3.3.  	
              have
                entered against it an order for relief under any bankruptcy code
                (or any
                successor statute) or any other order, judgment or decree by any
                court of
                competent jurisdiction on the application of a creditor adjudicating
                such
                Owner insolvent or approve a petition seeking reorganization or appointing
                a receiver, trustee, custodian or liquidator of all or a substantial
                part
                of Owner's assets, and such order, judgment or decree continues unstayed
                and in effect for a period of ninety (90)
                days;

            


    

    


    
      	6.3.4.  	
              have
                appointed for it a receiver or custodian of or for all or a substantial
                portion of the assets of Owner unless removed within sixty (60)
                days;

            


    

    


    
      	6.3.5.  	
              assign
                for the benefit of its creditors all or any substantial part of its
                assets, or the consent to the appointment of a receiver, liquidator,
                custodian or trustee in bankruptcy for all or any substantial part
                of its
                assets;

            


    

    


    
      	6.3.6.  	
              fail
                to make any monetary payment required under this Agreement, including,
                but
                not limited to, the Management Fee or Owner's Advances, on or before
                the
                due date recited herein and said failure continues for five (5) Business
                Days after written notice from Manager specifying such failure;
                or

            


    

    


    
      	6.3.7.  	
              fail
                to perform or materially comply with any of the other covenants,
                agreements, terms or conditions contained in this Agreement applicable
                to
                Owner (other than monetary payments) and such failure shall continue
                for a
                period of forty-five (45) days after written notice thereof from
                Manager
                to Owner specifying in detail the nature of such failure, or, in
                the case
                such failure is of a nature that it cannot, with due diligence and
                good
                faith, cure within forty-five (45) days, if Owner fails to proceed
                promptly and with all due diligence and in good faith to cure the
                same and
                thereafter to prosecute the curing of such failure to completion
                with all
                due diligence within ninety (90) days
                thereafter.

            


    

    


    
      	6.4.  	
              Delays
                and Omissions.
                No delay or omission as to the exercise of any right or power accruing
                upon any Event of Default shall impair the non-defaulting party's
                exercise
                of any right or power or shall be construed to be a waiver of any
                Event of
                Default shall impair the non-defaulting party's exercise of any right
                or
                power or shall be construed to be a waiver of any Event of Default
                or
                acquiescence therein.

            


    

    


    
      	6.5.  	
              Owner's
                Remedies.
                Upon the occurrence of a Manager's Default, Owner shall be entitled
                to (i)
                terminate this Agreement by Owner's written notice of termination
                to
                Manager and such termination shall be effective forty-five (45) days
                after
                delivery of such notice; (ii) obtain specific performance of Manager's
                obligations hereunder and injunctive relief; or (iii) exercise Owner's
                step-in rights as described in Section 6.7
                herein.

            


    

    


    
      
        
        

      

      
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      	6.6.  	
              Manager's
                Remedies.
                Upon the occurrence of an Owner's Default, Manager shall be entitled
                to
                (i) terminate this Agreement by Manager's written notice of termination
                to
                Owner, and such termination shall be effective forty-five (45) days
                after
                delivery of such notice or such time as a new manager is appointed,
                whichever is earlier; or (ii) obtain specific performance of Owner's
                obligations hereunder and injunctive relief. In the event of a termination
                of this Agreement pursuant to clause (i)
                of this Section 6.6, Manager shall be entitled to accelerated payment
                of
                all of its projected Management Fees for the remainder of the then
                applicable ten year period this Agreement or thirty six (36) month
                period
                following the termination date of this Agreement, whatever is longer, such
                projected Management Fees to be based on last year’s Management Fee
                increased by 15% (fifteen percent) per annum. The parties hereby
                agree
                that the amount payable as liquidated damages described above is
                a
                reasonable estimate of the amount of damages for termination of this
                Agreement arising out of such Owner Default and the termination of
                this
                Agreement and upon payment thereof Manager shall have no further
                rights,
                claims or entitlement to damages as a consequence of such
                termination.

            


    

    


    
      	6.7.  	
              Step-In
                Rights.

            


    

    


    
      	6.7.1.  	
              If
                Owner's funds are available, and Manager fails to pay when due any
                amount
                which it is Manager's responsibility to pay from such Owner's funds
                pursuant to this Agreement, then Owner, after five (5) days' written
                notice to Manager with respect to any Operating Expense, and with
                respect
                to any non-Operating Expense with such notice, if any, as may be
                reasonable under the circumstances (except in the event that Manager
                has
                exposure to potential liability in connection with making such payments
                in
                which case Owner shall give Manager five (5) days' written notice),
                may
                (but shall not be required to) pay such amounts (including fines,
                penalty,
                interest and late payment fees) and take all such action as may be
                necessary in respect thereof. Manager shall, following such payments
                by
                Owner, promptly reimburse Owner from the Bank Accounts to the extent
                funds
                are available in the amount which Manager failed to pay when
                due.

            


    

    


    
      	6.7.2.  	
              If
                Manager fails to take any action which it is Manager's responsibility
                under this Agreement to take, and the result is to expose Owner to
                a
                material loss or Facility patrons to a material risk of physical
                safety,
                then Owner, upon five (5) days' written notice to Manager (except
                in any
                emergency in which case Owner shall give Manager such notice, if
                any, as
                is reasonable under the circumstances), may (but shall not be required
                to)
                take such actions as may be necessary to protect Owner's assets from
                such
                a material loss and/or to protect the Facility customers. Manager
                shall,
                following any payments by Owner made with respect to such actions,
                promptly reimburse Owner from the Bank Accounts, to the extent funds
                are
                available, the amount which Owner has
                expanded.

            


    

    


    
      	6.8.  	
              Remedies
                Nonexclusive.
                No remedy granted to either Owner or Manager under Sections 6.5,
                6.6 and
                6.7, respectively, is intended to be exclusive of any other remedy
                herein
                or by General Law provided, but each shall be cumulative and shall
                be in
                addition to every other remedy given hereunder or now or hereafter
                existing at law or in equity.

            


    

    


    
      
        
        

      

      
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          23
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      	6.9.  	
              Manager
                Responsibilities.
                In the event of termination of this Agreement, Manager will relinquish
                control of the Bank Accounts. Manager shall make its Senior Staff
                available to Owner for a period of sixty (60) days at Owner's expense
                to
                ensure an orderly and uninterrupted transition of the management
                of the
                Facility. Owner shall reimburse Manager for all out-of-pocket expenses,
                personnel costs and allocated overhead incurred during said sixty
                (60) day
                period.

            


    

    


    


    


    


    
      	7.  	
              CERTAIN
                RIGHTS AND RESPONSIBILITIES OF
                OWNER

            


    

    


    
      	7.1.  	
              Owner's
                Advances.
                Owner shall advance to Manager on a timely and prompt basis immediately
                available funds with which to conduct the affairs of and maintain
                the
                Facility (hereafter referred to as "Owner's Advances") as set forth
                in
                this Agreement and as otherwise provided
                hereunder.

            


    

    


    


    
      	7.2.  	
              Working
                Capital.
                During the Term of this Agreement, within five (5) Business Days
                after
                receipt of written notice from Manager, Owner shall fund Owner's
                Advances
                adequate to insure that the Working Capital set forth in the applicable
                Annual Operating Plan as revised pursuant to the provisions of Section
                5.
                is sufficient to support the uninterrupted and efficient ongoing
                operation
                of the Facility. The written request for any additional Working Capital
                shall be submitted by Manager to Owner on a monthly basis based on
                the
                Financial Statements and the applicable Annual Operating Plan as
                revised
                pursuant to the provisions of Section
                5.9.

            


    

    


    
      	7.3.  	
              Payment
                of Expenses.
                Manager shall pay from Net Gaming Proceeds the following items in
                the
                order of priority listed below, subject to the General Laws, on or
                before
                their applicable due date:

            


    

    


    
      	7.3.1.  	
              Operating
                Expenses (including the Management Fee), expenditures permitted pursuant
                to Sections 5.22 and 5.23, and other payments due under the Purchase;
                and

            


    

    


    
      	7.3.2.  	
              If
                applicable, payments due on any Purchase or other financing arrangements
                relating to the FF&E, and any other expenditures permitted by any
                Annual Operating Plan; and

            


    

    


    
      	7.3.3.  	
              If
                applicable, any other taxes, expenses or fees which Owner is obligated
                to
                pay out of Net Gaming Proceeds by contract and Owner has asked Manager
                to
                administer such payments (as long as such contract has been brought
                to the
                attention of Manager) or under law.

            


    

    


    
      
        
        

      

      
        -
          24
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      	7.3.4.  	
              Manager's
                responsibility to make any of the foregoing payments is subject to
                and
                conditioned upon Owner making available funds sufficient to make
                such
                payments from Net Gaming Proceeds or otherwise in the order set forth
                above. Owner shall have the right to elect to pay directly (rather
                than
                have Manager pay) rental, fees and other payments due under the Purchase,
                or debt service, upon five (5) days' written notice to Manager and
                in such
                event Manager shall disburse to Owner from gross revenues (subject
                to the
                prior payment of expenses listed in clause (i) above) funds in such
                amounts and at such times as may be necessary to pay such expenses
                on or
                before the date such expenses are due, subject to various Casino
                Bankroll
                and Working Capital requirements and the availability of such funds
                otherwise. Owner shall timely make all payments under this Section
                7.3.4
                where Owner has requested the right to make such payments directly
                and if
                Owner fails to make such payments, Owner's right to make such payments
                directly shall cease until Owner has brought all such obligations
                current.
                Nothing in this Section 7.3.4 shall be deemed to relieve Owner from
                its
                obligations to pay Management Fees in a timely manner in accordance
                with
                Article IV or to comply with the time requirements set forth in Articles
                IV and VIII or to pay any other obligation of Owner under this Agreement.
                Notwithstanding anything to the contrary in this Agreement, Manager
                shall
                have the right to offset any amounts due from Manager, if any, under
                this
                Agreement against any unpaid Management
                Fee.

            


    

    


    
      	7.4.  	
              Optional
                Funding by Manager.
                In the event Owner fails to fund any Owner's Advance within the specific
                time period set forth in this Article 7 or make any other payment
                required
                to be made by Owner hereunder, or if sums are required prior to such
                time
                as Owner is obligated to advance the same, Manager may, at its sole
                option, upon five (5) days' written notice to Owner, without assuming
                any
                liability for the payment of any account, advance the amount required,
                or
                any portion thereof, on behalf of Owner. The amount advanced and
                paid on
                behalf of Owner ("Manager's Advances") shall be reimbursed on demand
                and
                shall bear interest at the Default Rate until Manager is reimbursed
                in
                full, including all accrued interest. The funding of any Manager's
                Advance
                does not in any manner waive any rights or remedies granted to Manager
                under the terms of this Agreement, including the right to declare
                Owner in
                Default as provided in Article 6 and to proceed with any remedies
                granted
                under Article 6.

            


    

    


    
      	7.5.  	
              Cooperation
                of Owner and Manager.
                Owner and Manager shall cooperate fully with each other during the
                Term of
                this Agreement to facilitate the performance by Manager of Manager's
                obligations and responsibilities set forth in this Agreement and
                to
                procure and maintain all Construction and Operating Permits. Owner
                shall
                provide Manager with such information pertaining to the Purchase,
                Governmental Requirements and the Facility necessary to the performance
                by
                Manager of its obligations hereunder as may be reasonably and specifically
                requested by Manager from time to
                time.

            


    

    



    
      
        
        

      

      
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      	8.  	
              LICENSE
                PROTECTION

            


    

    


    
      	8.1.  	
              Owner
                Denial.
                If at any time (i) either Owner or any Person owning any partnership
                interest or any of the issued and outstanding stock of (or beneficial
                interest in) either Owner or an Affiliate of Owner, or a partner,
                limited
                partner, officer or director of either is (x) denied a license, found
                unsuitable, or is denied any other Approval with respect to the Facility
                or any other gaming operation anywhere by a Gaming Authority because
                of
                such Person's misconduct or association with any other Person who
                is
                reputed to be controlled by Persons known to be engaged in criminal
                activities, or (y) is required by any Gaming Authority to apply for
                an
                Approval and does not apply within any required time limit (including
                extensions, if any), wrongfully withdraws any application for Approval,
                and if the result of the foregoing has or would have an adverse affect
                on
                Manager or any Affiliate of Manager with respect to its operation,
                or
                ownership of a casino under any Gaming Authority or does or would
                materially delay obtaining any Approval affecting Manager or any
                Affiliate
                of Manager, or (ii) any Gaming Authority commences any suit or proceeding
                against either Manager or an Affiliate or to terminate or deny any
                right
                or Approval of Manager or any Affiliate because of a final determination
                of unsuitability or similar finding concerning Owner, any Affiliate
                of
                Owner or any Person owning a beneficial interest in Owner or an Affiliate
                of Owner or (iii) the compliance committee of Manager reasonably
                determines that Owner, or any Person owning any partnership interest
                or
                any of the issued and outstanding stock of (or beneficial interest
                in)
                Owner or an Affiliate of Owner may jeopardize Approvals held by Manager
                or
                its Affiliates, or the current status of Manager or its Affiliates
                with
                any Gaming Authority (all of the foregoing events described in clauses
                (i)-(iii) above are collectively referred to as an "Owner Denial"),
                said
                Owner Denial shall be a Default and shall entitle Manager to its
                remedies
                under Article VIII. Said Owner Denial shall not be an Event of Default,
                however, providing Owner ends such association within such period
                of time,
                if any, as the Gaming Authority and/or Manager’s compliance committee
                gives for terminating such association. Owner and all Persons associated
                with Owner shall promptly, and in all events within any time limit
                established by Law or such Gaming Authority, furnish each Gaming
                Authority
                any information requested by such Gaming Authority and shall otherwise
                fully cooperate with all Gaming Authorities including any required
                inspections.

            


    

    


    
      	8.2.  	
              Manager's
                South Africa Licensing.
                Manager shall apply for and pursue all Manager Operating Permits
                or
                licenses, and use best efforts to assist Owner in obtaining Owner
                Operating Permits or licenses, as expeditiously as possible. Manager
                shall
                not be obligated to accept any conditions to obtain any Manager Operating
                Permit which imposes any liabilities, financial obligations or performance
                obligations not required by this
                Agreement.

            


    

    


    
      	8.3.  	
              Manager
                Denial.
                If at any time (i) either Manager, any Affiliate of Manager or any
                Person
                associated in any way with Manager is denied a license, found unsuitable,
                or is denied any other Approval with respect to the Facility or any
                other
                gaming operation by a Gaming Authority or is required by any Gaming
                Authority to apply for an Approval and does not apply within any
                required
                time limit (including extensions, if any), wrongfully withdraws any
                application for Approval, and if the result of the foregoing has
                or would
                have an adverse effect on Owner or any Affiliate of Owner or any
                officer
                or director of Owner or its Affiliates with respect to such person's
                or
                its operation of a casino under any Gaming Authority, or does or
                would
                materially delay obtaining any Approval affecting Owner or any Affiliate
                of Owner, or (ii) any Gaming Authority commences any suit or proceeding
                against either Owner or any Affiliate because of a final determination
                of
                unsuitability or similar finding concerning Manager, any Affiliate
                of
                Manager or any Person owning a beneficial interest in Manager (all
                of the
                foregoing events described in clauses (i) and (ii) above are collectively
                referred to as a "Manager Denial"), said Manager Denial shall entitle
                Owner to terminate this Agreement. If Owner exercises its right to
                terminate this Agreement pursuant to this Section 8.3 solely as the
                result
                of an association of Manager or any Person associated with Manager,
                this
                Agreement shall not terminate if Manager ends such association within
                such
                period of time, if any, as the Gaming Authority gives for terminating
                such
                association. Manager and all Persons associated with Manager shall
                promptly, and in all events within any time limit established by
                General
                Law or such Gaming Authority, furnish each Gaming Authority any
                information requested by such Gaming Authority including any required
                inspections. The purpose of this Section 8.3 is solely to protect
                existing
                licenses of Owner and Owner's Affiliates and of their respective
                officers
                and directors. This Section 8.3 does not apply to any event described
                above that does not jeopardize the continued viability of such licenses.
                Any Manager Denial that is attributable in whole or in part to the
                acts or
                omissions of Owner shall not entitle Owner to terminate this
                Agreement.

            


    

    


    
      
        
        

      

      
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      	8.4.  	
              Owner's
                South Africa Licensing.  Owner
                shall timely obtain and maintain any Owner Operating Permits the
                responsibility for the maintenance of which Owner has not requested
                of
                Manager pursuant to this Agreement.

            


    

    


    


    


    
      	9.  	
              OWNER'S
                COVENANTS AND
                REPRESENTATIONS

            


    

    


    Owner
      makes the following covenants and representations to Manager, which
      representations and covenants shall, unless otherwise stated herein, survive
      the
      execution and delivery of this Agreement and the Opening Date and shall continue
      to be true during the Term of this Agreement

    


    
      	9.1.  	
              Corporate
                Status.
                Owner is a company duly organized, validly existing, and in good
                standing
                under the laws of South Africa and has full corporate power to enter
                into
                this Agreement and execute all documents required
                hereunder.

            


    

    


    
      	9.2.  	
              Authorization.
                The making, execution, delivery and performance of this Agreement
                by Owner
                has been duly authorized and approved by all requisite action of
                the Board
                of Directors of Owner, and this Agreement has been duly executed
                and
                delivered by Owner and constitutes a valid and binding obligation
                of
                Owner, enforceable in accordance with its
                terms.

            


    

    


    
      
        
        

      

      
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          27
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      	9.3.  	
              Other
                Agreements.
                Neither the execution and delivery of this Agreement by Owner nor
                Owner's
                performance of its obligations hereunder will result in a violation
                or
                breach of, or constitute a default with respect to or accelerate
                the
                performance required under any other agreement or obligation to which
                Owner is a party or is otherwise bound or to which the Facility or
                any
                part thereof is subject, and will not constitute a violation of any
                General Law to which Owner or the Facility is
                subject.

            


    

    


    
      	9.4.  	
              Documentation.
                If necessary to carry out the intent of this Agreement, Owner agrees
                to
                execute and provide to Manager, on or after the date hereof, any
                and all
                other instruments, documents and agreements necessary to make this
                Agreement fully and legally effective, binding and enforceable between
                the
                parties hereto and as against third
                parties.

            


    

    


    
      	9.5.  	
              Related
                Contracts.
                Owner shall cause the timely payment and performance of all its
                obligations under the Purchase, loan documents and all other contracts
                related to the development and operation of the Facility other than
                such
                responsibilities as are imposed upon Manager pursuant to this Agreement;
                provided, however, that Owner shall fund all such obligations to
                the
                extent gross revenues are sufficient
                therefore.

            


    

    


    


    


    
      	10.  	
              MANAGER'S
                COVENANTS AND
                REPRESENTATIONS

            


    

    


    Manager
      makes the following covenants and representations to Owner, which covenants
      and
      representations shall, unless otherwise stated herein, survive the execution
      and
      delivery of this Agreement and the Opening Date and continue to be true during
      the Term of this Agreement.

    


    
      	10.1.  	
              Corporate
                Status.
                Manager is a corporation duly organized, validly existing, and in
                good
                standing with full corporate power to enter into this Agreement and
                execute all documents required
                hereunder.

            


    

    


    
      	10.2.  	
              Authorization.
                The making, execution, delivery and performance of this Agreement
                by
                Manager has been duly authorized and approved by all requisite action
                of
                the Board of Directors of Manager, and this Agreement has been duly
                executed and delivered by Manager and constitutes a valid and binding
                obligation of Manager, enforceable in accordance with its
                terms.

            


    

    


    
      	10.3.  	
              Other
                Agreements.
                Neither the execution and delivery of this Agreement by Manager nor
                Manager's performance of its obligations hereunder will result in
                a
                violation or breach of, or constitute a default with respect to or
                accelerate the performance required under any other agreement or
                obligation to which Manager is a party or is otherwise bound and
                will not
                constitute a violation of any General Law to which Manager is
                subject.

            


    

    


    
      
        
        

      

      
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          28
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      	10.4.  	
              Documentation.
                If necessary to carry out the intent of this Agreement, Manager agrees
                to
                execute and provide to Owner, on or after the date hereof, any and
                all
                other instruments, documents and agreements that may be necessary
                to make
                this Agreement fully and legally effective, binding and enforceable
                between the parties hereto and against third
                parties.

            


    

    


    


    


    
      	11.  	
              UNAVOIDABLE
                DELAYS

            


    

    


    The
      provisions of this Article 11 shall be applicable if there shall occur during
      the Term of this Agreement any (i) strike(s), lockout(s) or labor dispute(s),
      (ii) inability to obtain labor or materials, or reasonable substitutes therefor,
      (iii) acts of God, governmental restrictions, regulations or controls, enemy
      or
      hostile governmental action, civil commotion, fire or other casualty, (iv)
      delay
      attributable to the failure to obtain any Construction Permit, Operating Permit
      or any Approval of any Governmental Authority for reasons that are not the
      fault
      of or beyond the reasonable control of the party obligated, or (v) other
      conditions similar to those enumerated in this Article 11 beyond the reasonable
      control of the party obligated to perform (collectively referred to as
      "Unavoidable Delay"). If Manager or Owner shall, as the result of any
      Unavoidable Delay fail punctually to perform any obligation on its part under
      this Agreement, then, upon written notice to the other within five (5) Business
      Days of such event, such failure shall be excused and not be a breach of this
      Agreement by the party claiming an Unavoidable Delay, but only to the extent
      occasioned by such event. If any right or option of either party to take any
      action under or with respect to the Term of this Agreement is conditioned upon
      the same being exercised within any prescribed period of time or at or before
      a
      named date, then such prescribed period of time or such named date shall be
      deemed to be extended or delayed, as the case may be, upon written notice,
      as
      provided above, for a time equal to the period of the Unavoidable Delay.
      Notwithstanding anything contained herein to the contrary, the provisions of
      this Article 11 shall not be applicable to the time periods for satisfying
      Manager's or Owner's obligation to make any payments to the other pursuant
      to
      the terms of this Agreement nor shall this Article operate to extend any time
      period set forth in Article 8.

    


    


    


    
      	12.  	
              INSURANCE

            


    

    


    
      	12.1.  	
              Operating
                Insurance.

            


    

    


    
      	12.1.1.  	
              Owner
                shall procure all insurance coverage deemed necessary and adequate
                by
                Manager (the "Required Coverage").

            


    

    


    
      	12.1.2.  	
              The
                premiums for all insurance obtained in accordance with this Section
                12.1
                shall be Operating Expenses. 

            


    

    


    


    
      	12.1.3.  	
              Manager
                shall be required to provide the
                following:

            


    

    


    
      	12.1.3.1.  	
              Prompt
                reporting of any incident or potential claim on or about the
                premises;

            


    

    
      	12.1.3.2.  	
              Assist
                and cooperate in the adjustment of all
                claims;

            


    

    
      	12.1.3.3.  	
              Implementation
                and monitoring of all loss control practices as required by Owner
                or
                various insurance companies; and

            


    

    
      	12.1.3.4.  	
              Advise
                Owner of any unsafe conditions or hazards brought to the attention
                of
                Manager during the Term of this
                Agreement.

            


    

    


    
      
        
        

      

      
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          29
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      	12.2.  	
              Other
                Insurance.
                Owner shall procure and maintain at all times during the Term of
                this
                Agreement insurance (subject to reasonable deductible amounts as
                determined by Manager and as available and consistent with market
                conditions) protecting the real and personal property of the Facility
                against fire, with all risks coverage against fire, with all risk
                coverage
                against other perils, including vandalism, malicious mischief, flood,
                hurricane, tornado, earthquake, lightning, aircraft and explosion,
                and
                also including boiler and machinery and business interruption with
                ordinary payroll coverage and such other insurance as is required
                by the
                Purchase or the loan documents (excluding, however, insurance described
                in
                Section 12.3) or commonly or prudently maintained by owners of similar
                properties similarly used, in the full replacement value at an agreed
                amount, including cost of debris removal and increased cost of
                construction ("Property Insurance"). Owner shall obtain builder's
                risk and
                workman's compensation, commercial general liability and automobile
                liability coverage during all construction. Owner shall also obtain
                all
                insurance necessary to insure the Facility as provided for in the
                Management Agreement. Owner shall also procure such additional kinds
                of
                coverage that Manager determines shall be reasonable and prudent
                with
                respect to the Facility or as reasonably required by lender(s) or
                the
                terms of the Purchase.

            


    

    


    
      	12.3.  	
              Parties
                to be Covered by Insurance; Location of Policies.
                All policies of insurance procured pursuant to Sections 12.1, 12.2
                and any
                Governmental Requirements shall name Manager (and, if such insurance
                is
                procured by Century, Owner) as an additional insured by policy endorsement
                where permitted by the terms and conditions of the various policies
                but in
                all events with respect to all liability insurance. All policies
                shall
                name such other parties as may be required by the loan documents,
                the
                Purchase and any Governmental Requirements as the insured persons
                thereunder, as their respective interests may appear, and shall provide
                that they shall not be canceled, modified or denied renewal without
                at
                least thirty (30) days prior written notice (or such longer period
                as is
                required by Law) to each party that is a named or additional insured
                thereunder. Owner shall not be required to cause any Person other
                than
                those Persons required to be named pursuant to this Section 12.3
                to be
                insured by any insurance policy until thirty (30) days after Owner
                has
                received notice of such Person's
                interest.

            


    

    


    
      	12.4.  	
              Rights
                of Manager and Owner to Receive Information on Insurance
                Matters.
                Owner and Manager shall furnish each other with certificates of insurance,
                evidencing that the insurance required herein has been procured,
                no later
                than thirty (30) days after the approval of the Development Plan.
                Any
                binder issued as interim proof must be replaced within thirty (30)
                days of
                issuance with a certificate of insurance indicating a policy
                number.

            


    

    


    
      
        
        

      

      
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      	12.5.  	
              Termination
                of Agreement.
                In the event of the termination of this Agreement for any reason,
                Owner
                shall, at Owner's sole cost and expense, continue to name Manager
                as an
                additional insured on the liability insurance coverage required by
                this
                Agreement following the date of the termination of this Agreement,
                provided that Owner's obligations under this sentence are subject
                to the
                availability of such coverage from the existing insurance carrier.
                Owner
                shall provide Manager with evidence of the foregoing coverages following
                the date of the termination of this Agreement by the delivery of
                certificates of insurance evidencing the current in place coverage,
                together with such other information as may be reasonably requested,
                from
                time to time, by Manager.

            


    

    


    
      	12.6.  	
              Other
                Insurance Requirements.
                All the insurance required under this Agreement shall be issued by
                insurance companies authorized to do business in South Africa with
                a
                financial rating of at least an A- status as rated in the most recent
                edition of Best Insurance Reports, or an equivalent rating by a
                responsible company providing similar services if Best Insurance
                Reports
                ceases to be regularly published.

            


    

    


    


    


    
      	13.  	
              DAMAGE
                AND CONDEMNATION

            


    

    


    
      	13.1.  	
              Minor
                Casualty.
                In the event of a Minor Casualty, Manager shall repair any damage
                or
                destruction at Owner's sole cost and
                expense.

            


    

    


    
      	13.2.  	
              Major
                Casualty. Major Condemnation.
                In
                the event of a Major Casualty or a Major Condemnation, this Agreement
                shall remain in full force and effect if the Casino or the Facility
                is
                repaired or restored within one (1) year from the date of the Major
                Casualty or the Major Condemnation. If not repaired or restored within
                one
                year, Owner shall pay to Manager the greater of a sum equivalent
                to five
                percent (5%) of all insurance monies received or the projected Management
                Fees for the remainder of this Agreement. Such projected Management
                Fees
                shall be equal to the last year’s Management Fee increased by 15% (fifteen
                percent) per annum.

            


    

    


    
      	13.3.  	
              Minor
                Condemnation.
                In the event a Minor Condemnation occurs, this Agreement shall not
                terminate and Owner shall use the award to repair and restore the
                Facility, including, without limitation, to the extent required under
                the
                Purchase or the loan documents. Manager may separately claim for,
                prove
                and receive an award for any separately compensable rights of Manager
                that
                are taken in any such condemnation
                action.

            


    

    


    


    


    
      
        
        

      

      
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      	14.  	
              INDEMNIFICATION

            


    

    


    
      	14.1.  	
              Owner
                Indemnity.
                Owner hereby covenants and agrees to indemnify, save, and defend,
                at
                Owner's sole cost and expense, and hold harmless, Manager and its
                officers, directors and Affiliates (collectively, "Owner Indemnitees"),
                from and against the full amount of any and all Losses. The term
                "Losses"
                shall include, but not be limited to, any and all liabilities, claims,
                suits, administrative proceedings, losses, damages or costs, which
                may be
                asserted against an Owner Indemnitee arising from, or relating to
                the
                financing, construction or operation of the Facility and shall include
                expenses of defense including, without limitation, attorneys' fees.
                Each
                Owner Indemnitee will promptly notify Owner of such action, suit
                or
                proceeding which relates to any matter covered by the indemnity in
                this
                Section 14.1.

            


    

    


    
      	14.2.  	
              Manager
                Indemnity.
                Manager hereby covenants and agrees to indemnify, save and defend,
                at
                Manager's sole cost and expense, and hold harmless, Owner and its
                officers
                and directors (collectively, "Manager Indemnitees") from and against
                liabilities, claims, losses, damages, costs or expenses that may
                be
                asserted against a Manager Indemnitee solely arising from or relating
                to
                the gross negligence, criminal misconduct or fraud of Manager in
                breach of
                any of its duties and obligations under this Agreement. Owner will
                promptly notify Manager of such action, suit or proceeding which
                relates
                to any matter covered by the indemnity in this Section
                14.2.

            


    

    


    
      	14.3.  	
              Special
                Environmental Indemnity.
                Owner agrees to indemnify, defend, reimburse and hold harmless Manager
                from and against any and all Environmental Damages arising from the
                presence of Hazardous Materials upon, about or beneath the Site,
                or
                migrating to or from same, or arising in any manner whatsoever out
                of the
                violation of any Environmental Requirements pertaining to the Site,
                whether or not arising out of Manager's negligence, or the breach
                of any
                warranty or covenant or the inaccuracy of any representation of Owner
                contained in this Agreement.

            


    

    


    
      	14.4.  	
              Legal
                Fees, Etc.; Procedures.
                Each indemnitor under this Article 14 shall reimburse each indemnitee
                for
                any legal fees and costs, including reasonable attorneys' fees and
                other
                litigation or proceeding expenses, even if the claim is groundless,
                false,
                or fraudulent, reasonably incurred by such indemnitee in connection
                with
                investigating or defending against Losses with respect to which indemnity
                is provided hereunder; provided, however, that an indemnitor shall
                not be
                required to indemnify an indemnitee for any payment made by such
                indemnitee to any claimant in settlement of Losses unless such settlement
                has been previously approved by the indemnitor. If Losses are asserted,
                or
                if any action or suit is commenced with respect thereto, for which
                indemnity may be sought against an indemnitor hereunder, the indemnitee
                shall notify the indemnitor in writing within ten (10) days after
                the
                indemnitee shall have had actual knowledge of the assertion or
                commencement of the Losses or a claim which could give rise to Losses,
                which notice shall specify in reasonable detail the matter for which
                indemnity may be sought. The indemnitor shall have the right, upon
                notice
                to the indemnitee given within thirty (30) days following its receipt
                of
                the indemnitee's notice (or shorter period if such notice specifies
                such
                shorter period and provides reasonable reason therefor), to take
                primary
                responsibility for the prosecution, defense or settlement of such
                matter,
                including the employment of counsel chosen by the indemnitor with
                the
                approval of the indemnitee, which approval shall not be unreasonably
                withheld or delayed, and payment of expenses in connection therewith.
                The
                indemnitee shall provide, without cost to the indemnitor, all relevant
                records and information reasonably required by the indemnitor for
                such
                prosecution, defense or settlement and shall cooperate with the indemnitor
                to the fullest extent possible. The indemnitee shall have the right
                to
                employ its own counsel in any such matter with respect to which the
                indemnitor has elected to take primary responsibility for prosecution
                (without regard to Section 5.17), defense or settlement, but the
                fees and
                expenses of such counsel shall be the expense of the indemnitee except
                when indemnitee has engaged its own counsel due to a conflict of
                interest
                between indemnitor's and indemnitee's interests in which case such
                fees
                and expenses shall be paid in accordance with this Section
                14.4.

            


    

    


    
      
        
        

      

      
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      	15.  	
              RELATIONSHIP,
                AUTHORITY AND FURTHER
                ACTIONS

            


    

    


    
      	15.1.  	
              No
                Joint Venture or Ownership.
                Nothing contained in this Agreement nor any acts of the parties shall
                be
                deemed or construed by the parties or by any third party as (i) creating
                the relationship of a partnership or joint venture between the parties
                to
                this Agreement, or (ii) creating or vesting any right, title, interest,
                estate, equity participation or beneficial ownership interest in
                favor of
                Manager in or to the Facility except the contractual rights created
                in
                Manager by this Agreement. Neither any provisions contained herein
                nor any
                acts of the parties shall be deemed to create any relationship between
                the
                parties other than the relationship of Owner and Manager, as provided
                in
                this Agreement.

            


    

    


    
      	15.2.  	
              Manager
                Affiliates.
                The parent of Manager and/or other Affiliates of Manager may provide
                service to, provide loans and funds to, negotiate for, provide personnel
                to, and, from time to time take actions on behalf of or for the benefit
                of
                Manager by direct dealings with Owner or those acting for it. The
                parent
                corporation(s) or Affiliates of Manager shall not be liable to Owner
                for
                obligations or liabilities of
                Manager.

            


    

    


    
      	15.3.  	
              Arbitration.

            


    

    


    
      	15.3.1.  	
              If
                a dispute occurs between the parties concerning any matter relating
                to the
                budget, expenses or calculation of any amount under this Agreement,
                the
                disputing party shall promptly advise the other party and the parties
                together shall use all reasonable efforts to resolve the
                dispute.

            


    

    


    
      	15.3.2.  	
              If
                the parties are unable to resolve the dispute informally within five
                (5)
                Business Days, of one party advising the other of the dispute under
                Section 15.3.1, or such other time period as may be mutually agreed,
                the
                dispute shall be resolved as
                follows:

            


    

    


    
      
        
        

      

      
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          33
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      	15.3.2.1.  	
              the
                disputing party shall give to the other party written particulars
                of the
                complaint, which particulars shall include the
                following:

            


    

    
      	15.3.2.1.1.  	
              a
                detailed description of the nature of the
                complaint;

            


    

    
      	15.3.2.1.2.  	
              a
                list of the relevant provisions of the Agreement;
                and

            


    

    
      	15.3.2.1.3.  	
              an
                evaluation by the disputing party of the matters in
                dispute;

            


    

    


    
      	15.3.2.2.  	
              if
                the other party accepts the position of the disputing party, the
                parties
                shall enter into a written agreement to reflect the
                resolution;

            


    

    


    
      	15.3.2.3.  	
              if
                the other party rejects the position of the disputing party and/or
                if the
                dispute is not resolved within fifteen (15) Business Days of the
                disputing
                party giving the other party written particulars of the complaint
                as
                provided in Section 15.3.2.1 or such other time period as may be
                mutually
                agreed, then the parties shall proceed to arbitration. The arbitration
                proceedings shall be conducted in accordance with the provisions
                of the
                Arbitration Act, No. 42 of 1965 (as amended or replaced from time
                to
                time), save that the proceedings shall be held on an informal basis,
                it
                being the intention that a decision should be reached as expeditiously
                and
                as inexpensively as possible. The arbitrator shall have the fullest
                and
                freest discretion to determine the procedure to be adopted, it being
                the
                intention that, if possible, the arbitration shall be held and concluded
                within twenty-one (21) Business Days after the referral to arbitration
                was
                made. The arbitrator shall be a senior partner or director of the
                chartered accountancy firm which is the auditor of the Owner appointed
                by
                that firm. The parties irrevocably agree that the decision of the
                arbitrator in the arbitration proceedings shall be final and binding
                on
                each of them and may, if required by either party, be made an order
                of any
                court of competent jurisdiction.

            


    

    


    


    
      	16.  	
              MISCELLANEOUS

            


    

    


    
      	16.1.  	
              Notices.
                All notices, demands, consents, requests, approvals, and other
                communications required or permitted hereunder shall be in writing
                and
                shall be deemed effective only upon delivery (whether receipt is
                accepted
                or refused) at the addresses set forth below (or at such other addresses
                as shall be given in writing by any party to the others in accordance
                with
                this Section 16.1). Notices may be delivered by hand, registered
                or
                certified mail, return receipt requested, or bonded private courier
                service.

            


    

    


    


    
      
        
        

      

      
        -
          34
          -

        
          

        

      

      
        
        

      

    

    


    


    


    
      	16.1.1.  	
              If
                to Owner:           Khulani
                House - 1
                Sinemba Place

            


    

    Umhanga
      Rocks 4032 

                                V.
      Reddy

          

    
      	16.1.2.  	
              with
                a copy to:           Steff
                Franki and
                Associates

            


    

     16
      Old Main Road

     Gillitts
      - 3603

    


    
      	16.1.3.  	
              If
                to Manager:            
Century
                Casinos Africa (Pty) Limited

            


    

                     
Attn:


                     
1
      Thibault Square, 20th
      Floor

     
      Cape Town

    


    


    
      	16.1.4.  	
              with
                a copy to:         
Century
                Casinos Europe GmbH

            


    

                       
      Wipplingerstrasse 30, 3.Stock  

    1010
      Vienna, Austria

    


    


    
      	16.2.  	
              Governing
                Law.
                This Agreement shall be governed by the laws of South Africa, without
                giving effect to the principles of conflicts of law. Not-with-standing
                the
                foregoing, this Agreement shall be deemed to include all provisions
                required by the Act, and shall be conditioned upon the approval of
                the
                Gaming Commission and the Enforcement Division. To the extent that
                any term or provision contained in this Agreement shall be inconsistent
                with the Act, the provisions of the Act shall govern. All provisions
                of
                the Act, to the extent required by law to be included in this Agreement,
                are incorporated herein by reference as if fully restated in this
                Agreement. The forum for any actions between Owner and Manager will
                be a
                court of competent jurisdiction in the Province where the Facility
                is
                located.

            


    

    


    
      	16.3.  	
              Limitations
                on Rights of Third Parties.
                Except as otherwise set forth herein, nothing in this Agreement is
                intended or shall be construed to confer upon or give any Person,
                other
                than the parties hereto and their respective successors, any rights
                or
                remedies under or by reason of this Agreement or any transaction
                contemplated hereby. Provisions herein referring to Century or its
                Affiliates are included herein for the benefit of such
                Persons.

            


    

    


    
      	16.4.  	
              Assignments.
                This Agreement will be binding upon and inure to the benefit of the
                parties hereto and their respective successors and permitted assigns
                but
                will not be assignable or delegable by any party without the prior
                written
                consent of the other party; provided, however, that nothing in this
                Agreement is intended to limit Manager's ability to assign its rights
                or
                delegate its responsibilities under this Agreement to any directly
                or
                indirectly controlled Affiliate of Manager, in which case Owner needs
                to
                be notified.

            


    

    


    
      
        
        

      

      
        -
          35
          -

        
          

        

      

      
        
        

      

    

    
      	16.5.  	
              Unenforceability.
                If any provision herein shall be held invalid or unenforceable, such
                provision shall not affect the validity or enforceability of any
                other
                provisions hereof, all of which other provisions shall, in such case,
                remain in full force and effect.

            


    

    


    
      	16.6.  	
              Entire
                Agreement and Amendments.
                This Agreement constitutes the entire understanding of the parties
                with
                respect to the subject matter hereof and supersedes all other oral
                or
                written agreements between the parties. This Agreement may not be
                amended,
                modified, altered or waived, in whole or in part, except by a subsequent
                writing signed by each of the parties hereto. No amendments may be
                made to
                this Agreement without the approval of the Gaming
                Commission.

            


    

    


    
      	16.7.  	
              Limitation
                on Damages.
                Neither party shall be liable to the other party for any consequential
                damages resulting from a breach
                hereof.

            


    

    


    
      	16.8.  	
              Confidentiality.
                Except as otherwise set forth in Article X, both parties shall maintain
                confidentiality with respect to material developments in the course
                of
                development and operation of the Facility subject to Governmental
                Requirements and General Law. Except as required by any General Law
                (including, without limitation, federal securities exchange and stock
                exchange or NASD requirements) and Gaming Authorities, material
                confidential information shall only be made available to such of
                a party's
                employees and consultants as are required to have access to the same
                in
                order for the recipient party to adequately use such information
                for the
                purposes for which it was furnished. Any Person to whom such information
                is disclosed shall be informed of its confidential nature and shall
                agree
                to keep it confidential as provided herein. Information provided
                by one
                party to the other shall be presumed confidential unless the information
                is (i) published or in the public domain other than as a result of
                any
                action by the recipient thereof, (ii) disclosed to the recipient
                by a
                third party or (iii) presented to the recipient under circumstances
                which
                clearly and directly indicate the delivering party does not intend
                such
                information to be confidential.

            


    

    


    
      	16.9.  	
              Securities
                Law Requirements.
                Owner acknowledges that Century’s parent company, Century Casinos, Inc. is
                a publicly held company and that trading in its securities based
                on
                non-public information or unauthorized disclosure or other use of
                material
                developments could expose Manager and Owner to significant penalties.
                Owner shall take appropriate precautions to inform its employees
                and
                independent contractors of such requirements. In the event Owner
                or any
                Affiliate of Owner becomes a publicly-held company, Manager shall
                take
                appropriate precautions to inform its employees and independent
                contractors that trading in the securities of Owner or such Affiliate
                based on non-public information or unauthorized disclosure or other
                use of
                material developments could expose Owner and Manager to significant
                penalties.

            


    

    


    
      	16.10.  	
              Payment
                of Fees.
                In the event of litigation or arbitration of any dispute or controversy
                arising from, in, under or concerning this Agreement and any amendments
                hereof, including, without limiting the generality of the foregoing,
                any
                claimed breach hereof, any suit for accounting, or action for dissolution,
                the prevailing party in such action or arbitration shall be entitled
                to
                recover from the other party in such action or arbitration, such
                sum as
                the court or arbitrator shall fix as reasonable attorneys' fees and
                expenses incurred by such prevailing
                party.

            


    

    


    
      
        
        

      

      
        -
          36
          -

        
          

        

      

      
        
        

      

    

    
      	16.11.  	
              No
                Waiver of Default.
                No consent or waiver, express or implied, by any party to or of any
                breach
                or default by any other party in the performance by the other of
                its
                obligations hereunder shall be deemed or construed to be a consent
                or
                waiver to or of any other breach or default in the performance by
                the
                other party of the same or any other obligations of such party hereunder.
                Failure on the part of any party to complain of any act or failure
                to act
                of the other party or to declare the other party in default, irrespective
                of how long such failure continues, shall not constitute a waiver
                by any
                such party of its rights hereunder.

            


    

    


    
      	16.12.  	
              Counterparts.
                This Agreement may be execute in any number of counterparts, all
                of which,
                when taken together, shall constitute one and the same
                instrument.

            


    

    


    
      	16.13.  	
              Future
                Deliveries.
                Each party will, from time to time, execute and deliver such further
                instruments and do such further acts and things as may be reasonably
                requested by any other party to carry out the intent and purposes
                of this
                Agreement.

            


    

    


    
      	16.14.  	
              Computation
                of Time.
                In the computation of any period of time provided for in this Agreement,
                the day of the act or event from which said period of time runs shall
                be
                excluded, and the last day of such period shall be included unless
                it is a
                Saturday, Sunday, or national United States or South African holiday,
                in
                which case the period shall be deemed to run until the end of the
                next day
                which is not a Saturday, Sunday, or national United States or South
                African holiday. As used in this Agreement "Business Day" for any
                party
                shall be a day which is not a Saturday, Sunday or national United
                States
                or South African holiday.

            


    

    


    
      	16.15.  	
              First
                Right of Refusal.During
                the term of this Agreement, so long as no events of default by Manager
                have occurred, Owner shall grant Manager the first right of refusal
                on all
                of its and/or its Affiliates’ future gaming casino projects. Such right
                shall be on terms similar to those outlined in this Agreement. Manager
                shall have sixty (60) days upon receipt of notice from Owner to either
                accept or reject an offer to act as manager of Owner's and/or Owner’s
                Affiliates’ future gaming casino
                project(s).

            


    

    


    
      
        
        

      

      
        -
          37 -

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      and
      year first above written.

    


    


    FOR
      BALELE LEISURE (PTY) LTD:

    


    


    


    By:      
      _/s/ V. Reddy ___________________       Witness:    
       __/s/ C. dos Santos    _

    a
      duly
      authorized signatory                 Print
      name:  __C. dos Santos_____

    Position:
        
Chairman                                              


    Print
      name: V. Reddy

    


    


    


    


    FOR
      CENTURY CASINOS AFRICA (PTY) LTD: 

    


    


    


    By:__/s/
      Christian Gernert_______________       Witness:    
       /s/ Clint Jackson______

    a
      duly
      authorized signatory                 Print
      name: _Clint Jackson_______

    Position:                 
      Director                                                                   


    Print
      name: Christian Gernert