Amendment to Share Sale Agreement - G5


     

    Exhibit
      10.4C
      
        	
                 

                AMENDMENT
                  TO SHARE
                  SALE AGREEMENT 

              
	
                 

                hereinafter
                  referred to as the “Amendment”, concluded on February 1,
                  2007, between:

              
	
                 

                - Małgorzata
                  Maria Rogowicz-Angierman, holder
                  of ID no. AAE 781019, and

              
	
                 

                - Jerzy
                  Cieślak, a
                  citizen of Poland, holder of ID no. ACE 725154, and 

              
	
                 

                - Piotr
                  Marcin Nassius,
                  holder of ID no. ABP 968234, and

              
	
                 

                - Przemysław
                  Dariusz Tomaszewski,
                  holder of ID no. ACZ 458318,

              
	
                 

                on
                  the one side, cumulatively referred to as the “Sellers”
                  and
                  any one separately as a “Seller”
                  

              
	
                 

                And

              
	
                 

                - Century
                  Casinos Europe GmbH,
                  incorporated and existing under the laws of Austria, whose registered
                  office is Wipplinger Str. 30, 1010, Vienna, Austria, 

              
	
                 

                on
                  the other side, hereinafter referred to as the “Purchaser”

              
	
                 

                WHEREAS:

              
	
                 

                The
                  Purchaser and the Sellers concluded the share sale agreement dated
                  June
                  13th,
                  2006 as amended (hereinafter the “Share Sale Agreement”) under the
                  provisions of which all Shares No. 1 were agreed to be transferred
                  from
                  the Sellers to the Purchaser, upon fulfilment of the conditions
                  precedent
                  set forth in § 4 section 5 of the Share Sale Agreement;

                 

              


      

    

    

      
        	
                 

                WHEREAS:

              
	
                 

                The
                  Parties, hereto, agree to decrease all the Purchase Prices for
                  the Shares
                  in the share capital of G5 so as to reflect the fact that that
                  Receivables
                  of the Polish Entities, from G5, under the Original Loan Agreements,
                  amounted to approximately PLN 18,000,000, and not as the Sellers
                  represented to the Purchaser PLN 15,000,000.

              
	
                 

                NOW
                  AND THERFORE, the Parties agree as follows:

              


      

    

     

    
      	
              § 1.

            
	
               

              DEFINITIONS.

               

              In
                this Amendment, the capitalized terms possess
                the meanings provided in the Share Sale Agreement, unless this Amendment
                expressly provides to the contrary.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                 

                § 2.

              
	
                 

                AMENDMENTS
                  TO THE SHARE SALE AGREEMENT

              
	
                 

                The
                  parties to this Amendment agree to reduce each of the Purchase
                  Prices by
                  EURO 191,131.50. Considering the above, as well as considering
                  other
                  events that have occurred after the date of the Share Sale Agreement,
                  the
                  Parties agree to amend the Share Sale Agreement by:

              
	
                 

                1) adding,
                  in § 1 of the Share Sale Agreement, new definitions in the following
                  wording: 

                 

                “’New
                  Loan II Agreement’ means
                  the loan agreement to be concluded between G5, as a borrower, and
                  the
                  Purchaser, as a lender, in order for G5 to be able to pay in full
                  the Debt
                  Repayable to One of the Polish Entities;”; Schedule No. 1 of this
                  Amendment lists all the documents which will be appended to the
                  Share Sale
                  Agreement as new Schedules thereof;

                 

                "Receivables"
                  mean all the receivables by the Polish Entities from G5 totalling,
                  according to representations of the Sellers, PLN
                  18,000,000.00, for the repayment of the entire principal amounts
                  of
                  indebtedness and payment of the entire interest accrued thereon,
                  which
                  stem from the Original Loan Agreements;

                 

                ”‘One
                  of the Polish Entities’ means
                  one of the Polish Entities being the entity which is entitled to
                  receive
                  the repayment of the Debt Repayable to One of the Polish
                  Entities;

                 

                “‘Debt
                  Repayable to One of the Polish Entities’
                  means one of the items of the Receivables being the entirety of
                  the
                  outstanding indebtedness of G5 to One of the Polish Entities under
                  the
                  Settlement of the Debt Repayable to One of the Polish Entities,
                  which Debt
                  Repayable to One of the Polish Entities according to representations
                  made
                  by the Borrower to the Lender: (i) as to the principal amount of
                  it, has
                  already been repaid by the Borrower to One of the Polish Entities,
                  (ii) as
                  to the outstanding interest accrued on the principal amount of
                  it, is now
                  subject to a dispute between One of the Polish Entities and the
                  Borrower,
                  and (iii) is offered by One of the Polish Entities to be finally
                  settled
                  between One of the Polish Entities and G5 in return for payment
                  of not
                  more than PLN 3,000,000 to be made by G5 to One of the Polish
                  Entities”,

                 

                “‘Settlement
                  of the Debt Repayable to One of the Polish Entities’ means
                  one of the Original Loan Agreements being the settlement between
                  One of
                  the Polish Entities and G5 dated July 24th,
                  2003; Schedule No. 1 of this Amendment lists all the documents
                  which will
                  be appended to the Share Sale Agreement as new Schedules
                  thereof.

                 

              
	
                 

                2)
                  amending,
                  in § 1 of the Share Sale Agreement, the definition of the Confirmation
                  No.
                  4 so that it reads: “Confirmation
                  No. 4” means
                  a document to be issued by G5, the Sellers, and the Purchaser in
                  written
                  form that has signatures certified by a notary to confirm the fact
                  that:
                  (i) all the conditions precedent for the entry of this Agreement
                  into
                  force set forth in the § 4 section 5 below have been met, and (ii) the
                  Sellers received payment in full of all the dues, whatsoever, the
                  Sellers,
                  or any of them, had ever had from G5 before the date of the entry
                  of this
                  Agreement into force under § 4 section 5, below; Confirmation No, 4 is to
                  be issued solely for the benefit of the Purchaser who can, any
                  time, waive
                  the necessity of Confirmation No, 4 being issued under this Agreement;
                  Schedule No. 2 hereof sets forth the contents of Confirmation No.
                  4”;

              
	
                 

                3) amending,
                  in § 1 of the Share Sale Agreement, the definition of the Purchase Price
                  No. 1 so that it reads: “‘Purchase
                  Price No. 1’ means
                  the purchase price of EURO 538,868.50 which is to be paid to Seller
                  No. 1,
                  by the Purchaser ̧ for Shareholding No. 1 of Shares No. 1 in accordance
                  with § 5 below”;

              
	
                 

                4) amending,
                  in § 1 of the Share Sale Agreement, the definition of the Purchase Price
                  No. 2 so that it reads: “‘Purchase
                  Price No. 2’ means
                  the purchase price of EURO 538,868.50 which is to be paid to Seller
                  No. 2,
                  by the Purchaser ̧ for Shareholding No. 2 of Shares No. 1 in accordance
                  with § 5 below”; 

              
	
                 

                5) amending,
                  in § 1 of the Share Sale Agreement, the definition of the Purchase Price
                  No. 3 so that it reads: “‘Purchase
                  Price No. 3’ means
                  the purchase price of EURO 538,868.50 which is to be paid to Seller
                  No. 3,
                  by the Purchaser ̧ for Shareholding No. 3 of Shares No. 1 in accordance
                  with § 5 below”;

              
	
                 

                6) amending,
                  in § 1 of the Share Sale Agreement, the definition of the Purchase Price
                  No. 4 so that it reads: “‘Purchase
                  Price No. 4’ means
                  the purchase price of EURO 538,868.50 which is to be paid to Seller
                  No. 4,
                  by the Purchaser ̧ for Shareholding No. 4 of Shares No. 1 in accordance
                  with § 5 below”;

              
	
                 

                7) amending
                  § 4 section 5 so that it reads: “The entry into force of this Agreement is
                  conditional upon the Sellers, or - as applicable - the Purchaser,
                  ensuring
                  that all of the following conditions precedent have occurred by
                  June 30,
                  2007:

                 

                1) All
                  the Receivables of the Polish Entities including Debt Repayable
                  to One of
                  the Polish Entities, have been repaid in full by G5 to the Polish
                  Entities, exclusively with the usage of the finance to be obtained
                  by G5
                  on the basis of the New Loan Agreement and the New Loan Agreement
                  II;

                 

                2) (i)
                  The originals of Confirmation No. 1, Confirmation No. 2, and Confirmation
                  No. 3 have been delivered to any of the Sellers or, as applicable,
                  the
                  Purchaser, and (ii) the parties signed Confirmation No. 4; and
                  

                 

                3) The
                  Purchaser has obtained all permits and clearances that under Polish
                  law,
                  or any other applicable laws, are required from competent authorities,
                  including antimonopoly authorities, for completion of the transaction
                  contemplated herein; 

                 

                4)
                  all
                  the Sellers have resigned from their respective posts in the bodies
                  of G5
                  and delivered to the Purchaser originals of relevant documents
                  of
                  resignations bearing signatures that has been certified by a notary;
                  and

                 

                5)
                  Payment,
                  by the Purchaser, of all the instalments of EURO 350,000 to each
                  of the
                  Sellers on account of each of the Purchase Prices as described
                  in
                  § 5.1 below. 

                 

                Should
                  any of the above conditions precedent not be fulfilled by June
                  30th,
                  2007, the Agreement will expire, unless the Purchaser, for justified
                  reasons, informs any of the Sellers in writing that the said deadline
                  be
                  postponed by no longer than 2 months. The conditions precedent
                  for the
                  entry of this Agreement into force set forth in items 1, 2, 3,
                  and 4 above
                  are stipulated for the sole benefit of the Purchaser which can,
                  any time,
                  waive the fulfilment of any of them. If this Agreement expires
                  because of
                  the non-delivery of Confirmation No. 2 to the Purchaser or by the
                  failure
                  of any of the Sellers to sign Confirmation No. 4, none of the Sellers
                  will
                  be entitled to assert against the Purchaser any claim, whatsoever,
                  relating to the expiry of this Agreement, and the Purchaser will
                  be
                  entitled to seek compensation for loss incurred as a result of
                  such a
                  situation (including loss of profits). For the avoidance of doubt,
                  the
                  Parties unanimously confirm that the date of this Agreement is
                  to be
                  understood for the interpretation of this clause as the date when
                  the
                  signature of the Parties given, hereunder, have been certified
                  by a notary
                  public.”;

              
	
                 

                8) amending
                  § 5 section 1 so that it reads as following: “Purchase Prices of EURO
                  538,868.50, each one, for, as applicable, Shareholding No. 1 of
                  Shares No.
                  1, Shareholding No. 3 of Shares No. 1, and Shareholding No. 4 of
                  Shares
                  No. 1, are to be paid by transfer of the relevant Purchase Price
                  to the
                  relevant of the Sellers by the Purchaser in the following mode:
                  (i) EURO
                  350,000 of each of the Purchase Prices is to be paid by the Purchaser
                  within 5 Business Days of the fulfilment, or waiver, of the conditions
                  precedent set forth in § 4 section 5 item 1, 2, 3, and 4 above, and (ii)
                  the remaining EURO 188,868.50 of each of the Purchase Prices for,
                  as
                  applicable, Shareholding No. 1 of Shares No. 1, Shareholding No.
                  3 of
                  Shares No. 1, and Shareholding No. 4 of Shares No. 1, is to be
                  paid by the
                  Purchaser 6 months after the date when the Purchaser acquired all
                  of the
                  Shares No. 1 hereunder, however, not earlier than 3 Business Days
                  after
                  the later of: (a) the fulfilment of the conditions precedent set
                  forth in
                  § 4 section 5 items 1, 2, and 4 if the fulfilment of those conditions
                  precedent has been waived by the Purchaser in relation to the entry
                  of
                  this Agreement into force, and (b) the proper fulfilment by the
                  Sellers of
                  the covenant set forth in § 3 section 2 above. The Purchase Price of EURO
                  538,868.50 for Shareholding No.2 of Shares No. 1 is to be paid
                  to the
                  Seller No.2 by the Purchaser within 5 Business Days of the fulfilment,
                  or
                  waiver, of the condition precedent set forth in § 4 section 5 item 1, 2, 3
                  and 4 above. All the above conditions precedent for payment of
                  the
                  Purchase Prices, or any part of them, are stipulated for the sole
                  benefit
                  of the Purchaser which can, at any time, waive the fulfilment of
                  any of
                  those conditions precedent. The Purchaser does not bear any liability
                  for
                  non-fulfilment of any of the above conditions precedent.”;
                  

              


      

    

    
       

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                 

                9) adding,
                  in § 11 of the Share Sale Agreement, points nos. 10 and 11 of the
                  following wording: “Schedule No. 10 - Contents of the New Loan II
                  Agreement” and “Schedule No. 11 - Copy of the Settlement of the Debt
                  Repayable to One of the Polish Entities”; and “Schedule No. 12 -
                  Additional Representations and Warranties”; and 

              
	
                 

                10) amending
                  Schedule No. 2 to the Share Purchaser Agreement so that it acquires
                  wording set forth in Schedule No. 2 to this Amendment.

              
	
                 

                § 3.

              
	
                 

                EXTENSION
                  OF THE ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE
                  SELLERS

              
	
                 

                Considering
                  the fact that the legal and factual situation of G5 and Casinos
                  Poland is
                  not compliant with the expectations of the Purchaser, and the fact
                  that
                  the Sellers deem G5 and Casinos Poland to be, in every respect,
                  in a
                  satisfactory situation, the Sellers agree to expand the scope of
                  the
                  representations and warranties as to the situation of G5 and Casinos
                  Poland, which representations and warranties were made by the Sellers
                  to
                  the Purchaser under § 3 the Share Sale Agreement. Therefore, the Sellers
                  will represent and warrant to the Purchaser, in addition to the
                  original
                  representations and warranties contained in the Share Sale Agreement,
                  all
                  that that will be included in Schedule 12 of the Share Sale Agreement.
                  Schedule No. 1 of this Amendment lists all the documents which
                  will be
                  appended to the Share Sale Agreement as new Schedules
                  thereof.

              
	
                 

                §
                  4.

              
	
                 

                DISPUTES,
                  GOVERNING LAW,
                  LEVIES

              
	
                 

                1. Any
                  dispute arising out of, or in connection with, this Amendment,
                  including
                  any question regarding its existence, validity, or termination,
                  is to be
                  referred to and resolved in finality by arbitration under the Rules
                  of
                  Arbitration and Conciliation of the International Arbitral Centre
                  of the
                  Austrian Federal Economic Chamber, which rules are deemed to be
                  incorporated by reference into this clause. The number of arbitrators
                  is
                  to be three. The location of arbitration is to be Vienna, Austria.
                  The
                  language to be used in the arbitral proceedings is to be English.
                  The
                  governing law of the contract is to be the substantive law of Poland.
                  

              
	
                 

                2. The
                  fee of the notary for certifying signatures under this Amendment
                  is to be
                  divided and paid equally by the Purchaser (50%) and the Sellers
                  (50%).
                  

              
	
                 

                § 5.

              
	
                 

                LANGUAGE,
                  COUNTERPARTS OF AMENDMENT

              
	
                 

                1. This
                  Amendment has been executed in 5 (five) counterparts, each counterpart
                  containing a Polish and English version of the Amendment for each
                  Party.
                  

              
	
                 

                2. The
                  English language version of the Amendment is to prevail over any
                  discrepancy between the language versions.


              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

              IN
                WITNESS WHEREOF
                the Parties hereto have signed this Amendment, on the date first
                written
                above.

            


    

     

     

    Małgorzata
      Maria Rogowicz-Angierman,   

    /s/
      Małgorzata Maria Rogowicz-Angierman

     

    Jerzy
      Cieślak,

    /s/Jerzy
      Cieślak

     

    Piotr
      Marcin Nassius,

    /s/
      Piotr Marcin
      Nassius 

     

    Przemysław
      Dariusz Tomaszewski,

    /s/
      Przemysław Dariusz Tomaszewski

     

    Century
      Casinos Europe GmbH,

    /s/
      Christian
      Gernert

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      No. 1

     

    List
      of New Documents which will be Appended to the Share Sale Agreement as Schedules
      thereof

     

    
      	
              1)

            	
              Contents
                of the New Loan II Agreement (Schedule No. 10 of the Share Sale
                Agreement);

            


    

     

    
      	
              2)

            	
              Copy
                of the Settlement of the Debt Repayable to One of the Polish Entities
                (Schedule No. 11 of the Share Sale
                Agreement);

            


    

     

    
      	
              3)

            	
              Additional
                Representations & Warranties of the Sellers (Schedule No. 12 of the
                Share Sale Agreement);

            


    

     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

     

    Additional
      Representations & Warranties of the Sellers 

     

    (To
      Be Signed Once Confirmation No. 1 Is Signed Under the Share Sale
      Agreement)

     

    ----

    The
      Parties expressly provide that, irrespective of the relevant provisions of
      the
      Share Sale Agreement, the attached Representations & Warranties will remain
      privileged. 

    ---

     

    Based
      on
      the information obtained by the Sellers from the management board of G5 as
      to
      the situation of G5, including, where applicable, the information obtained
      by G5
      from the management board of Casinos Poland as to the situation of Casinos
      Poland as an entity affiliated to G5, the Sellers represent and warrant to
      the
      Purchaser the following, which constitutes in all material respects, within
      the
      best knowledge of the Sellers, true, accurate, up-to-date, and not misleading
      information. 

     

    
      	I.    	
               Representations
                and warranties of the Sellers concerning
                G5:

            


    

     

    As
      at the
      date of signing this Amendment, G5 is not in arrears with the payment of any
      tax,
      social
      security contributions or any other public fees and charges of similar nature,
      

     

    
      	
              II.  
                

            	
               Representations
                and warranties of the Sellers concerning Casinos
                Poland

            


    

     

    
      	 	
               1.

            	
              Incorporation
                and Corporate Affairs of Casinos
                Poland:

            


    

     

    
      	 	
              a)

            	
              Casinos
                Poland fulfils all pecuniary liabilities towards the
                government-administration and self-governmental authorities (Polish:
                organy
                administracji rządowej i samorządowej), courts and all other public
                authorities, and there are no material outstanding dues in this respect
                or
                any unsatisfied material administrative or court orders or decisions,
                except ......

            


    

     

    
      	 	
               2.

            	
              Share
                Capital and the Shares
                of
                Casinos Poland:

            


    

     

    
      	 	
              a)

            	
              The
                Shares No. 2 constitute the exclusive rights of G5 and were acquired
                in a
                valid manner. G5, and the predecessors of it, has obtained all consents
                required by law from relevant bodies and remaining shareholders for
                the
                valid acquisition and effective of Shares No. 2.
                

            


    

     

    
      	 	
              b)

            	
              Disposal
                of the Shares No. 2 requires a written consent of the remaining
                shareholders in accordance with § 4 of the articles
                of association of Casinos Poland;
                G5 is in possession of such consent
                statements,

            


    

     

    
      	 	
              c)

            	
              data
                concerning Casinos Poland entries
                in the National Court Register is true.

            


    

     

    
      	 	
               3.

            	
              Real
                Property of Casinos Poland:

            


    

         

    Europejski
      Fundusz Hipoteczny sp. z o.o., no later than by the 30 April 2007, will validly
      and effectively make to Casinos Poland an offer to conclude a preliminary agreement
      in the form of the notarial deed for the purchase of the premises at Wolność 3A
      in Warsaw, in compliance with clause 18.7. of the Lease Agreement no. 704/01
      concluded on 28 June 2001 between Europejski Fundusz Hipoteczny sp. z o.o.
      and
      Casinos Poland;


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.

            	
              Contracts
                and other arrangements of Casinos
                Poland:

            


    

     

    
      	 	
              a)

            	
              The
                following Instances where Casinos Poland or G5 have breached the
                provisions of article 230 of the Polish Commercial Companies’ Code will
                not result in any liability of Casinos Poland or G5 to a third party
                or
                with any other adverse consequences to the companies: conclusion
                of the
                lease agreement between Casinos Poland and Europejski Fundusz Leasingowy
                for business premises located in Warsaw, at ul. Wolność
                3A; bank loan agreement between Casinos Poland and BIG Bank Gdański SA
                dated the 4th of January 2001;

            


    

     

    
      	 	
              b)

            	
              The
                execution of the Agreement, as well as acquisition by the Purchaser
                of all
                the Shares No. 1 and indirectly all the Shares No. 2 will not result
                in a
                breach of or give any third party a right to terminate or modify,
                any
                material agreement or arrangement;

            


    

     

    
      	 	
              c)

            	
              all
                agreements concluded by Casinos Poland are in full force and effect
                and
                there are no circumstances which may result, due to the reasons on
                the
                part of CPL, in termination, expiration or variation of any terms
                thereof;
                Casinos Poland duly fulfils all its obligations arising from any
                agreement
                or arrangement or from any decision or judgment of any court or
                authorities to which Casinos Poland is a party or by which Casinos
                Poland
                or any of its respective assets are bound, and there are no basis
                for any
                liability of Casinos Poland due to the failure to fulfill such
                obligations, specifically no basis for claiming damages from Casinos
                Poland; 

            


    

     

    
      	 	
              5.

            	
              Authorizations
                and
                Compliance; Permits:

            


    

     

    
      	 	
              a)

            	
              Casinos
                Poland has all permits, licenses, certificates, approvals, and consents,
                and complies with all requirements necessary, or required, by relevant
                legislation to undertake and conduct its activities, and complies
                with the
                terms and conditions of all these
                permits;

            


    

     

    
      	 	
              b)

            	
              Casinos
                Poland has the following permits to operate the
                casinos:

            


    

     

    
      	 	
              ·

            	
              permit
                to operate the casino in
                Hotel Marriott, Warszawa - valid until 21 October
                2011,

            


    

     

    
      	 	
              ·

            	
              permit
                to operate the casino in Hotel Hyatt Regency, Warszawa - valid until
                30
                September 2010,

            


    

     

    
      	 	
              ·

            	
              permit
                to operate the casino in Plaza Hotel, Wrocław - valid until 18 October
                2011,

            


    

     

    
      	 	
              ·

            	
              permit
                to operate the casino in Hotel Orbis, Kraków - valid until 6 September
                2011,

            


    


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	 	
              ·

            	
              permit
                to operate the
                casino in Hotel Polonez, Poznań - valid until 20 September
                2011,

            


    

     

    
      	 	
              ·

            	
              permit
                to operate the casino in Uni Centrum, Katowice - valid until 30 July
                2010,

            


    

     

    
      	 	
              ·

            	
              permit
                to operate the casino in Teatr Muzyczny, Gdynia - valid until 11
                February
                2008,

            


    

     

    
      	 	
              ·

            	
              permit
                to operate the slot machines saloon in Szczecin - valid until 1 October
                2010,

            


    

     

    
      	 	
              c)
                

            	
              Casinos
                Poland has the following permits to sell alcohol beverages in
                casinos:

            


    

     

    
      	 	
              ·

            	
              permits
                to sell alcohol beverages in casino at Hotel Marriott, Warszawa -
                valid
                until 4 September 2009, except for alcohol licence for the sale of
                alcoholic beverages up to 4.5% volume of alcohol and beer, which
                is valid
                until 23 August 2009, 

            


    

     

    
      	 	
              ·

            	
              permits
                to sell alcohol beverages in casino at Hotel Hyatt Regency, Warszawa
                -
                valid until 20 January 2009,

            


    

     

    
      	 	
              ·

            	
              permits
                to sell alcohol beverages in casino at Plaza Hotel, Wrocław - valid until
                11 November 2007, 

            


    

     

    
      	 	
              ·

            	
              permits
                to sell alcohol beverages in casino at Hotel Orbis, Kraków - valid until 9
                March 2007,

            


    

     

    
      	 	
              ·

            	
              permits
                to sell alcohol beverages in casino at Hotel Polonez,
                Poznań - valid until 30 September 2009,


            


    

     

    
      	 	
              ·

            	
              permits
                to sell alcohol beverages in casino at Uni Centrum, Katowice - valid
                until
                31 December 2008, -

            


    

     

    
      	 	
              ·

            	
              permits
                to sell alcohol beverages in casino at Teatr Muzyczny, Gdynia - valid
                until 19 May 2010,

            


    

     

    
      	 	
              ·

            	
              permits
                to sell alcohol beverages in a slot machines saloon in Szczecin -
                valid
                until 31 March 2010,

            


    

     

    
      	 	
              6.

            	
              Leasing
                agreements for operating the
                casinos

            


    

     

    
      	 	
              a)
                

            	
              Casinos
                Poland has concluded 9 lease agreements for operating
                casinos,

            


    

     

    
      	 	
              b)

            	
              Casinos
                Poland has concluded lease agreements for operating casinos for an
                indefinite period of time at premises in the LIM/ Marriott Building
                in
                Warszawa, premises
                in the Hotel HP Park Plaza in Wrocław, and in the Hotel Polonez in
                Poznań.

            


    

     

    The
      following lease agreements are validly concluded for a definite period of time:
      

     

    
      	 	
              ·

            	
              Agreement
                concerning premises in Hotel Hyatt Regency in
                Warszawa;

            


    

     

    
      	 	
              ·

            	
              Agreement
                concerning premises in Hotel Orbis,
                Kraków;

            


    


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	 	
              ·

            	
              Agreement
                concerning premises in Uni Centrum, Katowice;


            


    

     

    
      	 	
              ·

            	
              Agreement
                concerning premises in Teatr Muzyczny,
                Gdynia;

            


    

     

    
      	 	
              ·

            	
              Agreement
                concerning premises in Szczecin.

            


    

     

    No
      change
      of the terms of above lease agreements have occurred since the 1st
      of
      September 2006.

     

    
      	 	
              c)

            	
              all
                lease
                agreements relative to business premises for operating the
                casinos
                concluded by Casinos Poland are in full force and effect and there
                are no
                circumstances which may result in termination, expiration or variation
                of
                any terms thereof; Casinos Poland duly fulfils all its obligations
                arising
                from each of these agreements. Casinos Poland has paid all outstanding
                payments regarding the lease of the premises in Hotel
                Hyatt Regency in Warszawa.

            


    

     

    
      	 	
              7.

            	
              Taxes
                of Casinos Poland:-

            


    

     

    
      	 	
              a)

            	
              Casinos
                Poland
                complies with all laws and legal regulations governing tax relations
                and
                it has submitted to tax authorities all tax returns, tax statements
                and
                supporting documents required to be filed by it
                for all previous tax periods in accordance with the relevant tax
                and legal
                regulations. All tax returns, tax statements and
                supporting documents
                are true, correct and complete;

            


    

     

    
      	
            	b)	
              All
                notices, returns, computations, documentation, declarations, and
                registrations of Casinos Poland required for the purposes of any
                taxation
                and social security have been made by the requisite dates, in accordance
                with applicable tax laws, and none is the subject of any dispute
                involving any tax authority;

            


    

     

    
      	 	
              c)

            	
              the
                outstanding tax payments of Casinos Poland as
                of ______ are as follows: 

            


    

     

    
      	 	
              ·

            	
              gambling
                tax ............. 

            


    

     

    
      	 	
              ·

            	
              excise
                tax ...........

            


    

     

    
      	 	
              ·

            	
              entry
                charges ...............

            


    

     

    
      	 	
              ·

            	
              PIT
                ..............-

            


    

     

    
      	 	
              ·

            	
              Social
                Security ............. 

            


    

     

    
      	 	
              ·

            	
              CIT
                .............. 

            


    

     

    
      	 	
              ·

            	
              Withholding
                tax on dividends ............ .

            


    

     

    
      	 	
              ·

            	
              VAT
                ...............

            


    

     

    
      	 	
              d)

            	
              There
                are no pending audits, investigations, controls or additional assessments
                in respect of any tax and social security contributions of Casinos
                Poland;
                there are no pending tax proceedings or proceedings before the
                administrative courts in respect of any tax and social security
                contributions initiated either by Casinos Poland, or against Casinos
                Poland;

            




    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    
      	 	
              e)

            	
              No
                asset of Casinos Poland is subject to any treasury encumbrances with
                the
                exception of the treasury pledges for the benefit of the tax authorities
                securing the liability of PLN 8,380,443.90;


            


    

     

    
      	 	
              f)

            	
              there
                are no tax risks associated with tax
                settlement of the following transactions: lease agreement made upon
                the
                lease agreement between Casinos Poland and Europejski Fundusz Leasingowy
                for premises at ul. Wolność 3A; bank loan agreement between Casinos Poland
                and BIG Bank Gdański SA dated 4 January 2001; settlement relating to
                ceasing of operations of the casino in Rzeszów; settlement of
                debt-to-equity swap relating to acquisition of the shares of CP
                Nieruchomości by Casinos Poland in exchange for an in-kind
                contribution;

            


    

     

    
      	 	
              g)

            	
              All
                transactions between Casinos Poland and related parties, specifically,
                with G5, were concluded at arm's length and transfer pricing rules
                were
                observed in all agreements (existing, or already terminated, or expired)
                concluded between Casinos Poland and related parties, there are no
                legal
                grounds for such transactions to be challenged by tax authorities
                or third
                parties;

            


    

     

    
      	 	
              8.

            	
              Litigation

            


    

     

    No
      civil,
      labour, criminal, arbitration, administrative or other proceedings against
      Casinos Poland are pending or there is no reason for such proceedings to be
      commenced as of now, except for: seven
      pending cases in employment matters referred to below;

     

    
      	 	
              9.

            	
              Relationships
                between G5 and Casinos
                Poland:

            


    

     

    Casinos
      Poland is not indebted to G5 and G5 is not indebted to Casinos
      Poland;

     

    
      	 	
              10.

            	
              Intellectual
                Property Rights:

            


    

     

    Casinos
      Poland possesses two trademarks word-graphic mark “Casinos” in a red-black color
      which is registered at the Patent Office under no. 108911 and graphic mark
      in
      the red colour which is registered at Patent Office under no. 99126;


     

    The
      above
      marks are also registered in the International Register maintained on the basis
      of Madrid Accord and Protocol and confirmed by a registration certificates
      no.
      761183 and no. 761182 issued by the Office of the International Word
      Intellectual Property Organization (OMPI);

     

    
      	 	
              11.

            	
              Employment:

            


    

     

    
      	 	
              1)

            	
              The
                total amount of prinicpal amoints plus interests of all the employee
                loans
                is PLN  _____;

            


    

     

    
      	 	
              2)

            	
              There
                are only [seven
                - to be updated] employment
                court cases pending against the Casinos Poland. They concern claims
                of
                unfair dismissal. According to Sellers’s best knowledge, these cases are
                minor and five of them have been
                suspended;

            


    

     

    
      	 	
              3)

            	
              There
                are only [two
                - to be updated] employment-related
                court cases initiated by Casinos Poland pending against the employees
                of
                Casinos Poland. They deal with claims of unpaid loans made from the
                Social
                Benefit Fund as well as shortages in the cash-register of the Casino
                in
                Warsaw.

            


    


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	
               

              _____,
                _______________

               

              (date)
                (signature/s/ certified by a notary)

               

              For
                and on behalf of:

               

              G5
                Sp. z o. o.

            
	
               

               _____,
                /s/ Malgorzata Maria Rogowicz-Angierman

               

              (date)
                (signature certified by a notary)

               

              Małgorzata
                Maria Rogowicz-Angierman

            	
               

                  
                , /s/ Jerzy Cieślak

               

              (date)
                (signature certified by a notary)

               

              Jerzy
                Cieślak

            
	
               

              _____,
                /s/Przemysław Dariusz Tomaszewski

               

              (date)
                (signature certified by a notary)

               

              Przemysław
                Dariusz Tomaszewski 

               

            	
               

              _____,
                /s/ Piotr Marcin Nassius

               

              (date)
                (signature certified by a notary)

               

              Piotr
                Marcin Nassius

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Contents
      of the New Loan II Agreement

     

    The
      Parties expressly provide that, irrespective of relevant provisions of the
      Share
      Sale Agreement, the attached contents of the New Loan II will remain privileged.
      

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Copy
      of the Settlement of the Debt Repayable to One of the Polish
      Entities

     

    The
      Parties expressly provide that, irrespective of relevant provisions of the
      Share
      Sale Agreement, the attached copy of the Settlement of the Debt Repayable to
      One
      of the Polish Entities will remain privileged. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      No. 2

     

    Amended
      Contents of Schedule No. 2 of the Share Sale Agreement

     

     Contents
      of Confirmation No. 4

     

    We,
      the
      undersigned, acting in the name of: (i) Casinos
      Europe GmbH, a company incorporated and existing under the laws of Austria,
      whose registered office is Wipplinger Str. 30, 1010, Vienna, Austria,
(ii)
      G5
      Sp. z
      o.o., a company incorporated and existing under the laws of the Republic of
      Poland, whose registered
      office
      is at ul. Żelazna 82/84 no. 51, 00-894 Warsaw, Poland (iii)
      Małgorzata
      Maria Rogowicz-Angierman, a citizen of Poland, (iv) Jerzy Cieślak, a citizen of
      Poland, (v) Piotr Marcin Nassius, a citizen of Poland, (vi) Przemysław Dariusz
      Tomaszewski, a citizen
      of
      Poland, further
      to the share sale and purchase agreement between Century
      Casinos Europe GmbH, as a purchaser, and the aforementioned natural persons,
      as
      sellers, dated ____ (the “Agreement”) do, hereby, confirm that the
      conditions precedent for the entry of the Agreement into force set forth in
      the
§ 4 section 5 of the Agreement have been met and, and, therefore, Century
      Casinos Europe GmbH acquired all Shares No. 1.

     

    In
      addition, the Sellers confirm to G5 that the Sellers received payment in full
      of
      all the dues, whatsoever, the Sellers had ever had from G5 before the date
      of
      the entry of the Agreement into force.

     

    The
      capitalized terms used herein possess meanings set forth in the Agreement,
      unless this document expressly provides to the contrary.

     

     

    Attachments:

     

    
      	 	
              -

            	
              originals
                of unconditional resignations from participations in the bodies of
                G5
                bearing signatures confirmed by a notary
                public

            


    

    
      	
               

              _____,
                /s/ Christian Gernert

               

              (date)
                (signature/s/ certified by a notary)

               

              For
                and on behalf of:

               

              Casinos
                Europe GmbH

            	
               

              _____,
                _______________

               

              (date)
                (signature/s/ certified by a notary)

               

              For
                and on behalf of:

               

              G5
                Sp. z o. o.

            
	
               

               _____,
                /s/ Małgorzata
                Maria Rogowicz-Angierman

               

              (date)
                (signature certified by a notary)

               

              Małgorzata
                Maria Rogowicz-Angierman

            	
               

              _____,
                /s/ Jerzy
                Cieślak

               

              (date)
                (signature certified by a notary)

               

              Jerzy
                Cieślak

            
	
               

              _____,
                /s/ Przemysław Dariusz Tomaszewski

               

              (date)
                (signature certified by a notary)

               

              Przemysław
                Dariusz Tomaszewski 

               

            	
               

              _____,
                /s/ Piotr
                Marcin Nassius

               

              (date)
                (signature certified by a notary)

               

              Piotr
                Marcin Nassius