("9

                                  EXHIBIT 10.87


<PAGE>
                             SHAREHOLDERS AGREEMENT


between
CALEDON  CASINO  BID  COMPANY  (PTY)  LIMITED  ("Bidco")
and
CALEDON  OVERBERG  INVESTMENTS  (PTY)  LIMITED  ("Caledon")
and
CENTURY  CASINOS  AFRICA  (PTY)  LTD  ('Century  SA")
and
CENTURY CASINOS, INC. (not as a shareholder or party, but for clauses 4.2.3. and
6.7.  of  this  agreement  only)
and
CALEDON  HOTEL  SPA  AND  CASINO  RESORT  (PTY)  LIMITED  ("Devco")
and
FORTES  KING  HOSPITALITY  (PTY)  LIMITED  ("Hospitality")
and
OVERBERGER  COUNTRY  HOTEL  AND  SPA  (PTY)  LIMITED  ("Hotelco")
and
SENATOR  TRUST


                                        1
<PAGE>


1.  DEFINITIONS  AND  INTERPRETATION
1.1     Clause  headings  in this agreement are used for reference purposes only
and  shall  not  be  used  in  its  interpretation.
1.2     In  this  agreement,  unless  the context clearly indicates the contrary
intention:
1.2.1     An  expression  which  denotes:
1.2.1.1     the  singular  includes  the  plural  and  vice  versa;
1.2.1.2     any  one  gender  includes  the  other  genders;
1.2.1.3     a  natural  person  includes  created  entities  (corporate  or
unincorporate)  and  vice  versa;
1.2.2     The following expressions bear the meanings assigned to them below and
cognate  expressions  bear  corresponding  meanings:
1.2.2.1     "ACT"  means  the  Companies  Act,  1973;
1.2.2.2     "THE  BOARD"  means  the  Western  Cape  Gambling  and Racing Board;
1.2.2.3     "THE CASINO BUSINESS" means the casino business owned by the company
excluding, without limitation, the hotel, health spa, tourist village which will
be  owned  by  the  company;
1.2.2.4     "COMPANY"  means  Bidco;
1  2  2  5     "LICENCE" means a casino licence for Caledon in the Western Cape;
1 2 2 6     "THE LICENCE APPLICATION" means the licence application submitted by
Bidco  on  15  October  1999  for  the  licence;
1.2.2.7     "THE  PREFERENCE  SHAREHOLDERS"  and  "MINORITY  SHAREHOLDERS" means
Overberg Empowerment Company Ltd ("Empowerco"), and The Overberg Community Trust
("Trust");
1.2.2.8     "THE  PROJECT"  means  the  project  contemplated  in  the  licence
application;
1.2.2.9     "THE  REMAINING  BIDCO  BUSINESS"  means  the  business of Bidco but
excluding  the  casino  business;
1.2.2.10          "THE  SHAREHOLDERS" means ordinary shareholders and preference
shareholders;
1.2.2.11          "THE  ORDINARY  SHAREHOLDERS" means Century SA and Caledon and
any  other  holder  of  ordinary  shares  in  Bidco  from  time  to  time
1.2.2.12     "THE  CALEDON  GROUP"  means  Senator  Trust,  Caledon,  Devco,
Hospitality,  Hotelco;

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<PAGE>
1.2.2.13               "THE  HOTEL  BUSINESS"  means  the  Overberger  Hotel  in
Caledon  and  the land on which it is situated, being Portion 1 Farm 812 Caledon
Division
1.2.2.14     "THE  ORIGINAL SHAREHOLDERS AGREEMENT" means the agreement  entered
into  between  Devco,  Bidco,  Caledon,  Century  SA  and other parties dated 13
October  1999.
1.2.2.15     "PARTIES"  to  this  agreement  are  Caledon  Group and Century SA.
1.3     Words  and  expressions defined in the Act, shall bear the same meanings
in  this  agreement.
1.4     If any provision in the definition is a substantive provision conferring
rights  or  imposing obligations on anyone, effect shall be given to it as if it
were  a  substantive  provision  in  the  body  of  this  agreement.
1.5     Where  any number of days is prescribed in this agreement, same shall be
reckoned  exclusively  of  the  first and inclusively of the last day unless the
last  day falls on a Saturday, Sunday or public holiday in the Republic of South
Africa,  in  which  case, the last day shall be the next succeeding day which is
not  a  Saturday,  Sunday  or  public  holiday  in the Republic of South Africa.
2.     INTRODUCTION
2.1     On  13 October 1999, Devco, Bidco, Caledon, Century SA and other parties
entered into a binding agreement (the original Shareholders Agreement) whereby a
bid  for  a  casino  licence  would  be  made  by  those  parties.
2.2     On  15  October 1999 Bidco submitted an application for a casino licence
for  the  town of Caledon which inter a/ia provided that a casino resort project
be  implemented  through Bidco. The project consisted of a casino, hotel, health
spa,  and  small  tourist village; the casino will be managed by Century SA, the
hotel,  food  & beverage and parking elements will be managed by Hospitality (or
the  entity  to  which  the agreement referred to in 5.2 has been assigned). The
management  of  all  other  elements  of the resort shall be decided upon by the
Board  of  Directors  of  the  company.
     2.3          The  parties wish to give effect to the above and the ordinary
shareholders  of  Bidco  wish  to  regulate  their  relationship  inter  se  as
shareholders  of  Bidco.
3.          CONDITIONS  PRECEDENT
3.1     The  whole  of  this  agreement  (with the exception of clauses 1, 2, 3,
6,15,16,  17,  18  and  19  by which the parties shall nevertheless be bound) is
subject  to  the  following  conditions  precedent:

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<PAGE>
     3.1.1     The  casino  licence being granted and irrevocable debt financing
undertakings  given  by  funders  for the required amount set out in the license
application on terms and conditions reasonably satisfactory to Century SA, Bidco
and  Caledon  Group  and  all the suspensive conditions to which such licence is
subject  being  fulfilled;
3.2     The  parties  shall  use  their  best endeavours to procure that all the
conditions  precedent referred to herein are fulfilled as soon as possible after
the  date  of  signing  of this agreement. Caledon Group represents and warrants
that  Bidco  will  have all necessary water rights for the proposed development;
3.3          If  all  the  conditions  are not fulfilled or waived in writing by
Bidco,  Caledon  Group  and  Century  SA  by  31 December 2000 or if the licence
application  is  formally  rejected  by  the Board, this agreement (save for the
provisions  of  clauses  1, 2, 3, 6, 15, 16, 17, 18 and 19) shall cease to be of
any  force  or  effect.  No  party  shall  have  any  claim against any other in
consequence  of  such  non-fulfilment,  save  in circumstances where a party has
deliberately frustrated the fulfilment thereof or has breached the provisions of
this  clause  3.
4.          SHAREHOLDING  OF  BIDCO
4.1     Before  the transactions described below take effect, Caledon Group owns
100%  of  the  entire  issued  ordinary  share  capital  of  Bidco.
4.2     The parties shall procure that forthwith (but in any event no later than
30  days)  after  the  conditions  precedent  have  been  fulfilled  that:
4.2.1     The  Caledon  Group will sell to Bidco the Hotel Business and the land
as  scheduled in "Appendix C" as a going concern, both free and clear of any and
all  debt, financial liens and liabilities, encumbrances, or similar (except for
operational  undertakings  in  the ordinary course of business), at their agreed
values,  which will result in the fulfilment of article 4.2.4 below. The Caledon
Group  undertakes  to  procure  that  to  the extent its aggregate loan accounts
("Caledon  Group  Loan  Account") in Bidco exceed R15 000 000 (fifteen million),
such excess be transferred to the share premium of Bidco. It is recorded that it
is  anticipated  this transfer will amount to R10 000 000 (ten million) less the
nominal  value  of  the  issued  share  capital  of  Bidco.
4.2.2     Provided  that the transactions set out in 4.2.1 have been implemented
and  all  conditions precedent been fulfilled, Century SA will pay (within three
days)  R10  000  000 (ten million) to Bidco to subscribe for shares constituting
50%  of  the  issued  ordinary  share  capital  in Bidco at the time through the
issuing  of  further shares in Bidco and Century SA will (at the same time) loan
R15  000 000 (fifteen million) to Bidco by way of loan account1 "Century SA Loan
Account".

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<PAGE>
4.2.3     Century  jointly  and  severally  with Century SA undertake to provide
Bidco  with  the  funds  necessary  to  fulfil  clause  4.2.2.
4.2.4     After  all  the  transactions  described in this article 4.2 have been
completed,  the  total shareholdings and total loan accounts in Bidco will be as
follows:
     Both Century SA and Caledon will each own 50% (fifty percent) of the entire
issued  ordinary  share  capital  of  Bidco  (collectively  100%);
     Century  SA  and Caledon Group will each have R15 000 000 (fifteen million)
in  loan  accounts  in  Bidco,  and no other loan accounts shall be outstanding.
4.2.5     All  such  transactions  shall  be  effected in the most tax efficient
manner  for  both  Century  SA  and  Caledon  Group.
4.3     The  ordinary  shareholders and Bidco shall procure that forthwith after
the  fulfilment  or  waiver  of  the  condition  precedent  that:
4.3.1     The  authorised  share  capital of Bidco shall be increased to include
200  preference  shares  ("the  preference shares") of R1,00 each the preference
shares  having  the  rights  and  privileges  as  set  out in annexure A hereto;
4.3.2     200  preference  shares  shall  be allotted and issued to the minority
shareholders  as  follows:
4.3.2.1     100  preference  shares  shall  be  allotted and issued to the Trust
(which  shall  subscribe  therefor)  at  par;
4.3.2.2     100  preference shares shall be allotted and issued to the Empowerco
(which  shall  subscribe  therefor)  at  par;
4.4     Century  SA  shall  pay  the  amount of R100,00 payable by the Trust and
Caledon  the  R100-00  for  Empowerco  for  the subscription of their preference
shares.
4.5     After  the  completion  of  the  transactions  referred  to  above  the
preference  shareholding  of  Bidco  shall  be  as  follows:
4.5.1     Empowerco,  will own 100 preference shares of R1,00 each, being 50% of
the  issued  preference  shares  of  Bidco;
4.5.2     the  Trust, will own 100 preference shares of R1,00 each, being 50% of
the  issued  preference  shares  of  Bidco.

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<PAGE>
     5.     MANAGEMENT  AGREEMENTS
The  following  Management  Agreements  will  be  signed simultaneously with the
signature  of  this  agreement.
5.1   CASINO  MANAGEMENT  AGREEMENT
5.1  .1     Century  SA  will  be  awarded  and  will sign the casino management
agreement  on  the  following  terms  and  conditions:
Period:  For duration of the licence initially 10 years with a guaranteed option
to  renew  for  further  ten  year  periods
Fees:     1.  4%  of  gaming  revenue  (after  VAT,  but before all other taxes)
up  to  R40  million  per  year,  plus
2.     5%  of  gaming  revenue (after VAT, but before all other taxes) above R40
million  per  year,  plus
3.     7.5% of EBITDA (Earnings before interest, tax, depreciation, amortization
and  any  non-casino  management  controllable
items  such  as  leases,  rent  or  similar).
5.1.2     The  percentage  referred  to  in  1  above  shall be reduced to three
percent  (3%)  for  the  first  twelve  months  of  casino  operation.
5.1.3     The  casino department shall report directly to the Board of Directors
of  Bidco  as  well  as  to  Century  SA.
5.2   HOTEL  AND  RESORT  MANAGEMENT  CONTRACT
5.2.1     Hospitality  will  be  awarded  and  will  sign  the  hotel and resort
management  agreement  (for  hotel,  food  & beverage and parking, and any other
element  the board of directors of Bidco decides, excluding casino and any other
areas  in  respect  of  which  the  company contracts with a third party) on the
following  terms  and  conditions:
Period:     10  years  with  a  guaranteed  option to renew for further ten year
periods
Fees:     6,5% (six and a half percent) of all hotel/resort revenue (after VAT),
excluding  casino  and any other and any other areas in respect of which a third
party  may  receive  management fees, plus 15% of EBITDA of the hotel and resort
complex  (excluding casino and any other areas in respect of which a third party
may  receive  management  fees).

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<PAGE>
5.2.2     The  EBITDA percentage referred to above (15%) shall be reduced to ten
percent  (10%)  for  the  first  twelve months of casino/hotel/resort operation.
5.2.3     The  hotel  and resort department will report directly to the board of
directors  of  Bidco  and  Hospitality.
5.3     Hospitality  shall  operate  the  Hotel for its own account until such a
time  a~  the  casino  licence  is granted. Hospitality and/or the Caledon Group
shall  be  paid  by  Bidco  simultaneously with the fulfilment of the conditions
precedent  and  the  fulfilment  of  clause  4.2.1,  for  all refurbishments and
improvements  (incl.  new  and additional F, F&E) expended on the Hotel Business
since 3 September 1999 up to an amount of R2,5 million (two and one half million
rands)  by  bank  guaranteed  cheque.
5.4     Bidco  has  entered,  on  the  same date of this Agreement, into a Hotel
Management Agreement with Hospitality for the management of the hotel and into a
Casino  Management  Agreement  with Century SA for the management of the casino.
Bidco,  Hospitality  and  Century  SA  agree  that the provisions that deal with
general  (non-hotel  or non-casino specific) terms and conditions (such as term,
termination  rights,  timing  of  fees and expenses payable, arbitration, budget
approvals,  insurance  protection,  indemnification, and similar) shall be equal
and  interpreted  equally  in both the Hotel Management Agreement and the Casino
Management Agreement. If any provisions in either one or both of these Hotel and
Casino  Management  Agreements are in conflict with this clause 5.4, this clause
5.4  shall  take  precedent.
6.     BID  FEES
6.1     The  bid fees have been budgeted at R800 000, but the final cost depends
on  the probiety cost and other potential costs/expenses. Caledon and Century SA
shall  jointly  decide  on  how  that  budget  is  actually  being  spent.
6.2     Century  SA  has  already  contributed  R250 000 by cheque deposit on 15
October  1999  to  Bidco  account.
6.3     Basil  Read has contributed bid fees of R300 000 in exchange for a fixed
competitive  priced  contributions  contract  for  the work to be down under the
casino  bid.

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<PAGE>
6.4     The  Caledon  Group  through  their associate companies have contributed
R250  000 to Bidco and has in conjunction with the parties, prepared the bid and
will  provide  secretarial  and  administrative  support  (including  printing,
stationery,  files, etc) as part of this amount. They have already spent as part
of  their  R250  000  the  following  amounts  for  the  bid  (approximate):
     Registration  Fees     R20  000
     Market  Survey     R  9  000
     Legal  Fees  Council     R14  000
     Legal  Fee  Ladbroke     RI5  000
                              --------
                                               R58 000
                                              --------
The  balance  in  the  amount  of R192 000 has been put into the bank account of
Bidco.  Any further amounts that may have been in credit with the Board prior as
at  10 October 1999 will be regarded as part of the Caledon Group's contribution
to  the  bid  and  can  be  repaid  on  demand  unless agreed by them otherwise.
6.5     Should the casino licence be awarded and the project proceeded with, all
bid  money  will  be  paid  back  to  the  relevant parties on completion of the
building contract unless agreed otherwise by written agreement with Bidco as may
be  the  case  with  Basil  Read.
6.6     If  no licence is awarded to or the project not proceeded with, the fees
will  not be paid back and no party shall have any claim against any other party
for  the  fees.
6.7     If  any  parties  probiety investigation causes the bid budget to exceed
the  R250  000  allocated to probity, then the said party will pay in the direct
proportional  cost  thereof.
7.   RIGHT  OF  FIRST  REFUSAL
7.1     Should  any  ordinary  shareholder decide to sell directly or indirectly
its  shares  or  part  thereof  in Bidco to a third party (that is an entity not
majority  controlled  by  Century  SA  or  the Caledon Group and excluding their
holding  companies  or fellow controlled subsidiaries) then the party wishing to
sell  shares  must  offer  the  shares  to the other party on the same terms and
conditions as the offer from the third party. The offer shall remain open for 45
working  days  and should the other parties not accept such an offer, the seller
is  free to sell his shares on the same terms and conditions to the third party,
subject  to  the  approval  of  the  Gambling  Board.  The  parties  agree that,
notwithstanding  article  13.1 of this agreement, the parties will amend article
94. of the articles of association of the company based on the principle set out
in  this  clause  7.1.  but  making  use  of the standard for the right of first
refusal wording of the existing wording of the articles of association of Bidco.

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<PAGE>
7.2     The  parties agree that, in case any shareholder of the company is found
unsuitable  to  hold  a  casino/gaming  license,  article  95.  of the company's
articles  of  association  shall  apply  mutatis  mutandis,  provided  that  the
remaining  ordinary  shareholders,  in case no other purchaser acceptable to the
Gambling  Board pays the purchase price in cash, shall have the right to pay the
purchase  price  using  redemption  securities (i.e. loan account). The board of
directors  of the company shall then decide when payment under such loan account
will  be  made,  giving  consideration  to  the  cash  flow  and other financial
situations  of  the  company,  but  acting  in a reasonable manner to facilitate
payment.
8.   DIVIDEND  POLICY
The  shareholders agree that the dividend policy will be determined by the Board
of Directors taking into account the capital commitments, earnings and all other
relevant  matters.
9.   SHAREHOLDERS  LOANS
Interest will be paid on shareholders loans (Century SA Loan Account and Caledon
Group  Loan  Account)  at the lower of: prime overdraft rate or the cost of debt
funding  to  the  company  for sums in excess of R1 million (one million rands),
unless the board of directors of the company determines otherwise. Shareholders'
loan  accounts  will  be  treated  equally  in  all respects and no repayment or
payment  on  interest thereon shall be made without the permission of Century SA
and  Caledon.
10.   BOARD  OF  DIRECTORS
10.1     Both  the  Trust and Empowerco will be entitled to nominate and appoint
one  board member each to Bidco. Century SA and Caledon will be able to nominate
and  appoint  up  to four (4) board members each. Initially, however, Century SA
and Caledon will appoint three (3) members each. The increase from three to four
members  each  shall  be undertaken, if at all, simultaneously by Century SA and
Caledon.
10.2     All  decisions of the board of directors to be approved will require at
least  70%  of  the  directors  of  the  board  members  agreement.
10.3     The  chairman  of  the directors of the board meetings of the directors
shall  not  have  casting  vote.
11.   ORIGINAL  SHAREHOLDERS  AGREEMENT
11.1     If  any  provision  of  this agreement is in conflict with the original
shareholders  agreement  this  agreement  should  take  precedent.
11.2     The  following  clauses  are  cancelled  in  the  original shareholders
agreement  and  are  of no further full or effect: clauses: 1, 2, 3, 4, 5, 7. 1,
7.2.

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<PAGE>
12.   PAYMENT  TO  LADBROKE  OF  R7  MILLION
12.1     Notwithstanding  any  previous  agreement or anything contained in this
agreement  Ladbroke  Casino Holdings (SA) (Pty) Ltd will be paid by Bidco the R7
million  due  in  terms  of  an agreement between them and various other parties
including  Caledon,  (and  referred  to  in  clause 20.1 of this agreement) upon
request  of  Caledon,  which shall be no sooner than 28 days from the award of a
gaming  licence.  The  purpose of this clause is to ensure that all potential or
other  liabilities, indemnification's and any other commitments have been met by
Ladbroke  Casino  Holdings  (SA) (Pty) Ltd and their group companies in terms of
the agreement referred to in terms of clause 20.1 of this agreement. Caledon and
the  Caledon  Group  shall  not  request  such  payment  of R7 million, or parts
thereof,  from  Bidco  unless  Caledon/Caledon  Group  immediately pays all such
monies  to  Ladbroke  or  to other parties which were, in the reasonable view of
Caledon,  indemnified  by  Ladbroke.  All monies not paid out by Caledon/Caledon
Group  within five days after receipt of monies from Bidco shall be paid back to
Bidco  immediately.  Caledon, Caledon Group or any of its affiliates shall under
no  circumstance  realize  any  benefit,  financial  or  otherwise,  out of this
transactions.
12.2     Notwithstanding  anything  to the contrary herein contained, Century SA
shall  be  entitled  on  written  notice to such effect to the Caledon Group, to
require the relevant members of the Caledon Group to exercise any and all rights
that  they  may  have  against  Ladbroke  Casino  Holdings  (SA)  Pty Ltd and/or
Landbroke  Casino  (Holding)  Ltd.  and/or  any subsidiary or holding company of
that.  Should  the  Caledon  Group  not  do  so within a reasonable period after
receipt of such notice, the Caledon Group hereby authorizes and empowers Century
SA  to  do  so  and, for such purposes, each of the members of the Caledon Group
hereby  appoint  Century  SA  as  its  duly  authorized  agent,  in  rem  suam.
12.3     Notwithstanding  anything in this clause 12., Bidco shall in absolutely
no  way  be  obligated  to  pay  more  than.  R7  million  under this clause 12.

13.    AMENDMENT  OF  THE  MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY

13.1     Where  there  is  a  conflict  between  the  memorandum and articles of
association  of the company and this agreement, the provisions of this agreement
shall  prevail. Should it be required by any party hereto, the parties undertake
to  procure  that the articles of association of the company shall be amended to
accord  with  the  provisions  of  this  agreement.
13.2     In  addition  to  7.1,  7.2  and  13.1  and without derogating from the
provisions  thereof,  the  ordinary  shareholders  agree  to  procure  that  the
memorandum  and  articles  of  association  shall  be  amended  as  follows:

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<PAGE>
13.2.1     the  main business should be changed in paragraph 2 of the memorandum
to  read:
"the  main business which the company is to carry on to own, develop and operate
a  hotel,  spa,  casino  and  resort  in  so far as the relevant laws permit and
subject  to  approval  by  the  relevant  authorities";
13.2.2     paragraph  3  of  the  memorandum be deleted and substituted with the
following:
"the  main  object  of the company is, to own, develop and operate a hotel, spa,
casino  and resort in so far as the relevant laws permit and subject to approval
by  the  relevant  authorities"~
13.2.3     in article 9 add "The issue of preference shares however to Empowerco
and  the Trust may not have their rights varied without the unanimous consent of
the  ordinary  shareholders";
13.2.4     in  article  27.2  delete "Ladbroke Casino Holdings SA (Pty) Ltd" and
add  "all  directors nominated by Caledon Overberg Investments (Pty) Ltd and all
directors  nominated  by  Century  Casinos  Africa  (Pty)  Ltd";
13.2.5          in  article  28  delete "Ladbroke Casino Holdings (SA) Pty) Ltd'
and  insert  "all  directors nominated by Caledon Overberg Investments (Pty) Ltd
and  all  directors  nominated  by  Century  Casinos  Africa  (Pty)  Ltd";
13.2.6          in  article  29.3 delete "Ladbroke Casino Holdings SA (Pty) Ltd"
and  insert  Caledon  Overberg  Investments (Pty) Ltd and Century Casinos Africa
(Pty)  Ltd.
13.2.7          in  article 45.1 delete "Caledon Overberg Investments (Pty) Ltd'
and  insert  after  the  Overberg  Empowerment  Company  Ltd  the word "and". In
addition  the  word  "any"  shall  be  replaced  by  the  word  "one";
13.2.8          in  article  45.2 delete "Ladbroke Casino Holdings SA (Pty) Ltd"
and  add the words "Caledon Overberg Investments (Pty) Ltd" and "Century Casinos
Africa  (Pty)  Ltd".  Substitute the words "as it" for the words "they are"; add
"Caledon  Overberg  Investments  (Pty)  Ltd and Century Casinos Africa (Pty) Ltd
cannot  replace,  appoint  or  remove  each  others  directors";
13.2.9          in  article  49 the name "Ladbroke Casino Holdings SA (Pty) Ltd"
shall  be  substituted  by  "the  Overberg  Empowerment  Company Ltd and Century
Casinos  Africa  (Pty)  Ltd";
13.2.10     delete  article  59.4.1;
13.2.11     delete  article  59.4.2;
13.2.12     delete  the  first  paragraph  of  article 61.1 and replace with the
following:"The  quorum  necessary  for  the  transactions of the business of the
directors shall be all directors from Caledon Overberg Investments (Pty) Ltd and
all  directors  from  Century  Casinos  Africa  (Pty)  Ltd.;
13.2.13     in  article  61.3  substitute  the  words  "Ladbroke" with the words
"Caledon  Overberg  Investments  (Pty) Ltd and Century Casinos Africa (Pty) Ltd;

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<PAGE>
13.2.14     in  article  96.1.1.1  to  be  cancelled  and substituted with a new
articles  9.6.1.1.1 which is to read: "any company or close corporation or trust
or  any  other  legal  entity  which is controlled directly or indirectly by the
controlling  shareholders  of  Caledon  Overberg  Investments  (Pty)  Ltd";
13.2.15     delete  articles  96.1.1.2  and  96.1.1.3
13.2.16     change  article 96.1.2 by deleting the contents and substitute a new
article  96.1.2  to  read:  "Century Casinos Africa (Pty) Ltd means any company,
close  corporation, trust or any other legal entity or person that is controlled
directly  or  indirectly  by  Century  Casinos  Africa  (Pty) Ltd and/or Century
Casinos  Incorporated.
13.2.17     in article 56, add clause 56.4 which must read "if required to do so
in  terms  of  the  Western  Cape Gambling and Racing Board or any other similar
gambling  authority.
13.2.18     in  article  59.2,  change  7  days  to  21  (twenty-one)  days.
13.2.19     The name of the company shall be changed to "Century Casinos Caledon
(Pty)  Ltd.".
13.2.20     A  new  article  shall  be included to give effect to the following:
should  the  casino  assets of the project be sold and it be necessary to effect
the  sale,  the  preference  shareholders shall be bought out at the fair market
value,  as  determined  by  the  company's  auditors.
13.2.21     Add  the following at the end: "Notwithstanding the above, each vote
of  the  preference  shareholders  shall  require  ten  shares".
13.3.          Notwithstanding  13.2.19,  Century SA and/or Century Inc shall at
any  time  be entitled, on written notice to the company, to require the company
to  change  its  name  so  as  not  to  include  the  word "Century" or any word
confusingly  similar  thereto.  The company and the ordinary shareholders shall,
within  30  days  after receipt of such notice, procure that the company changes
its  name  accordingly.
14.   BASIS  OF  ACCOUNTING  FOR  THE  CASINO  BUSINESS
The  basis  of  accounting  for  the  casino  business  for  the sole purpose of
determining  the  profits  available  for  distribution  to  the  preference
shareholders and the amount to be distributed to the preference shareholders are
set  out  in  annexure  B  hereto  which  annexure  shall  not  be  exhaustive.
15.    ANNOUNCEMENTS
15.1     The provisions of this agreement shall remain confidential at all times
and,  save  as provided in this agreement, shall not be disclosed to any person.
15.2     Subject  to  15.3,  no  public  announcement, communication or circular
concerning  the transactions referred to or contemplated in this agreement shall
be made or dispatched at any time without the prior written consent of the board
of  directors  of  the  company, such consent not to be unreasonably withheld or
delayed.

                                       12
<PAGE>
15.3          Where  the  announcement, communication or circular is required by
law or by any rule or any regulatory authority, it shall be made by a party only
after  reasonable  consultation  with  the  other party, if practicable. Caledon
acknowledges  that  Century is a publicly traded company with certain disclosure
requirements.
16.   WHOLE  AGREEMENT,  NO  AMENDMENT
16.1          This agreement constitutes the whole agreement between the parties
relating  to  the  subject  matter  hereof.
16.2     No  amendment  or  consensual  cancellation  of  this  agreement or any
provision  or  term  thereof  or  of  any  agreement,  bill of exchange or other
document  issued  or  executed  pursuant to or in terms of this agreement and no
settlement  of  any  disputes  arising  under this agreement and no extension of
time,  waiver  or  relaxation or suspension of any of the provisions or terms of
this  agreement  or  of any agreement, bill of exchange or other document issued
pursuant  to or in terms of this agreement shall be binding unless recorded in a
written document signed by the parties. Any such extension, waiver or relaxation
or  suspension which is so given or made shall be strictly construed as relating
strictly  to  the  matter  in  respect  whereof  it  was  made  or  given.
16.3          No  extension  of  time  or  waiver  or  relaxation  of any of the
provisions  or  terms  of  this  agreement or any agreement, bill of exchange or
other  document  issued  or  executed pursuant to or in terms of this agreement,
shall  operate  as  an estoppel against any party in respect of its rights under
this  agreement,  nor  shall  it operate so as to preclude such party thereafter
from  exercising  its  rights  strictly  in  accordance  with  this  agreement.
16.4     No party shall be bound by any express or implied term, representation,
warranty,  promise  or  the  like  not  recorded  herein.
17.   DOMICILIUM  CITANDI  ET  EXECUTANDI
17.1     The  parties  choose as their dornicilia citandi et execulandi  for all
purposes  under  this agreement, whether in respect of court process, notices or
other  documents all communications of whatsoever nature (including the exercise
of  any  option),  the  following  addresses:
Century  SA:     c/o  Deloitte  &  Touche

                                       13
<PAGE>
Att:     David  Parker
Deloitte  &  Touche  Place
The  Woodlands
Woodlands  Drive
Woodmead
Sandton  2196
Telefax:     0912536817531

Century  Inc:     200  East  Bennett  Avenue
Cripple  Creek,  Colorado  80813,  USA
Telefax:     0917079827586

FKC:     1  Nicol  Street
Gardens
8001
Telefax:     021  425  3861

Bidco:     1  Nicol  Street
Gardens
8001
Telefax:     021  425  3861

Devco:     1  Nicol  Street
Gardens
8001
Telefax:     021  425  3861

Hotelco:     1  Nicol  Street
Gardens
8001
Telefax:     021  425  3861

Caledon:     1  Nicol  Street
Gardens
8001
Telefax:     021  425  3861

Hospitality:     1  Nicol  Street
Gardens
8001
Telefax:     021  425  3861


     Century:     200  East  Bennett
          Cripple  Creek,  Colorado  80813,  USA
          Telefax:     0917079827586

     FKC:     1  Nicol  Street
          Gardens
          8001
          Telefax::  021  425  3861

     Bidco     1  Nicol  Street
          Gardens
          8001
          Telefax::  021  425  3861

     Devco:     1  Nicol  Street
          Gardens
          8001
          Telefax::  021  425  3861

     Hotelco:     1  Nicol  Street
          Gardens
          8001
          Telefax::  021  425  3861

     Caledon:     1  Nicol  Street
          Gardens
          8001
          Telefax::  021  425  3861

     Hospitality:     1  Nicol  Street
          Gardens
          8001
          Telefax::  021  425  3861
                                       14
<PAGE>

17.2     Any  notice or communication required or permitted to be given in terms
of  this  agreement shall be valid and effective only if in writing but it shall
be  competent  to  give  notice  by  telefax.
17.3     Any  party may by notice to any other party change the physical address
chosen  as its domiciliurn citandi et executandi vis-a-vis that party to another
physical  address  or  telefax  number,  provided  that  the change shall become
effective  vis--a-vis  that  addressee on the tenth business day from the deemed
receipt  of  the  notice  by  the  addressee.
17.4     Any  notice  to  a party sent by telefax to its chosen telefax shall be
deemed  to  have  been  received on the date of despatch (unless the contrary is
proved).
17.5     Notwithstanding  anything  to  the  contrary herein contained a written
notice  or  communication  actually  received  by  a  party shall be an adequate
written notice of communication to it notwithstanding that it was not sent to or
delivered  at  its  chosen  domicilium  citandi  et  executandi.
18.     ARBITRATION
18.1     Save in respect of those provisions of this agreement which provide for
their own remedies which would be incompatible with arbitration, a dispute which
arises  in  regard  to:
18.1.1     the  interpretation  of;  or
18.1.2     the  carrying  into  effect  of;  or
18.1.3     any  of  the  parties'  rights  and  obligations  arising  from;  or
18.1.4     the  termination  or  purported  termination  of  or arising from the
termination  of;  or
18.1  .5     the  rectification  or  proposed  rectification  of;
this agreement or out of or pursuant to this agreement or on any matter which in
terms  of  this agreement requires agreement by the parties, other than where an
urgent  interdict  is  sought  or  urgent relief may be obtained from a court of
competent  jurisdiction,  shall  be  submitted  to and decided by arbitration in
accordance  with  the rules of Arbitration Foundation of Southern Africa (or its
successor)  by  an  arbitrator  appointed  by  the  Foundation.
18.2     Nothing  in  this  agreement  shall  preclude any party from seeking an
urgent  interdict  or  urgent  relief  from  a  court of competent jurisdiction.
                                       15
<PAGE>

19.     COSTS
The  legal fees and disbursements incidental to the negotiation, preparation and
implementation  of  this  agreement and the stamp duty thereon shall be borne by
the  company, except where any party seeks its own legal advice in which case it
will  be  borne  by  the  party  seeking  such  advice.
20.     ALLOCATION  OF  AMOUNTS  TO  CASINO  BUSINESS
Without  in  any way purporting to be exhaustive and without derogating from the
other  provisions  of this agreement (including annexure B) for the sole purpose
of  determining  the  profits  available  for  distribution  to  the  preference
shareholders,  the  following  shall  be  allocated  to  the casino business and
notwithstanding  that  such  amounts may have been incurred prior to the date of
this  agreement:
20.1     the  fee of R7 million payable to Ladbroke Casino Holdings SA (Pty) Ltd
in  terms of agreement dated 3 September 1999 between Ladbroke Casino (Holdings)
Limited;  Ladbroke  Casino  Holdings  (SA) (Pty) Limited; Fortes King Properties
(Pty)  Limited;  Leon  Fortes; Caledon Casino Bid Company (Pty) Limited; Caledon
Hotel  Spa  and  Casino  Resort  (Pty) Limited; Overberger Country Hotel and Spa
(Pty)  Limited;  Caledon  Overberg  Investments  (Pty)  Limited;  Fortes  King
Hospitality  (Pty)  Limited  and  Kevin  King.
20.2     all  direct  and  indirect  costs  and  fees  relating  to  the licence
application or the establishment and development of the casino business. The bid
fees  of  approximately R800 000 shall be repaid to the parties who provided the
funding.
20.3     all  costs  expenses  and  fees  payable  or  paid by Bidco in terms of
agreements  or  undertakings entered into or given by Bidco prior to the date of
this  agreement.
21.     The parties agree to forthwith enter into an agreement with the minority
shareholders  to  give  effect  to  the  terms  and conditions contained in this
agreement. The parties agree that it is this agreement that shall take precedent
over  any  agreement  (i.e.  the  agreement  with  the  minority  shareholders)
regulating  the relationship and dealings between the parties to this agreement.
All  terms  and conditions of any dealings between the parties to this agreement
shall  be interpreted according to this agreement only (and not according to the
agreement  which  includes  the  minority  shareholders).
22.     An international auditing firm (such as Deloitte & Touche, KPMG or Ernst
&  Young)  nominated  by  Century  SA shall be the joint auditor of the company,
together  with  a  joint  auditing  firm  chosen  by  Caledon.
23.     This  agreement  shall not become effective unless approved by the Board
of  Directors  of Century SA and Century Inc. Such approval shall be forthcoming
within  five  days  of  the  board  approval  of  the  Caledon  Group.

                                       16
<PAGE>
24.     The obligations of Caledon Group under this Agreement shall be joint and
several.

25.     LIMITED  RESTRAINT
25.1     For  one  particular potential opportunity, in the town of Worcester or
in  the  Breeriver  Valley  in  the  Western  Cape Province of South Africa, the
following  shall apply, but only during the first two years of this shareholders
agreement:  should  Century  or  Century  SA  become  involved in this Worcester
project,  they shall use their best efforts to include Bidco or Caledon Group in
this  project  in  a  meaningful  and substantial manner, similar to the present
structure  of  the  Caledon  bid.  If  Caledon  Group cannot be included in this
project,  Century  or  Century  SA,  if  they  become  involved  and  a  casino
actuallyopens  in Worcester with Century or Century SA as casino managers, shall
pay  to  Caledon  Group  an  amount equal to five percent (5%) of the net income
stream  Century  or  Century  SA  derive from this project during the first five
years  of operation of that project. If Century or Century SA become involved in
this  Worcester  or  Breeriver  project  after  two  years  of this shareholders
agreement  have  elapsed,  this  provision  25.1  shall  be  null  and  void.
25.2     Century,  Century  SA  and the Caledon Group shall endeavour to include
each  other  in  a  casino  bid  for  Club  Mykonos,  Westem  Cape.
26.     ASSIGNMENT
This  shareholder 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  one  signatory's  or  party's  ability  to  assign  its  rights  and
responsibilities  to  any directly controlled affiliate, in which case all other
parties  need  to be notified. Once a party or signatory has assigned its rights
and  responsibilities,  it  shall  no  longer  be  party  or  signatory  to this
agreement.

                                       17
<PAGE>

THUS  DONE  AND  SIGNED  by  Bidco  at  CAPE  TOWN  this 3 day of December 1999.


                                        /s/  Leon  Fortis
                                        -----------------

THUS  DONE  AND  SIGNED  by  Caledon  at  CAPE TOWN this 3 day of December 1999.
                                        /s/  Leon  Fortis
                                        -----------------


THUS  DONE  AND  SIGNED  by  CenturySA at CAPE TOWN this 3 day of December 1999.

                                   /s/  Peter  Hoetzinger
                                   ----------------------
Peter  Hoetzinger,  Vice  Chairman



Century  Casinos  Inc.  signs  for clauses 4.2.3 and 6.7 of this agreement only:

                                   /s/  Peter  Hoetzinger
                                   ----------------------
      Peter  Hoetzinger,Vice  Chairman






THUS  DONE  AND  SIGNED  by  Hotelco  at  CAPE TOWN this 3 day of December 1999.

     /s/Leon  Fortes
     ---------------


 .
THUS  DONE  AND  SIGNED by Hospitality at CAPE TOWN this 3 day of December 1999.

                                        /s/Leon  Fortes
                                        ---------------

THUS  DONE  AND  SIGNED  by  Devco  at  CAPE  TOWN  this 3 day of December 1999.
          /s/Leon  Fortes
          ---------------


THUS  DONE  AND  SIGNED  by  Senator  at  CAPE TOWN this 3 day of December 1999.
                                        /s/Leon  Fortes
                                        ---------------



                                       18
<PAGE>


ANNEXURE  A

The  following  rights,  privileges and conditions shall apply to the preference
shares  (which  for the avoidance of doubt shall not be cumulative) having a par
value  of  R1  each  ("preference  shares")  in  the  capital  of  the company -

1.     Each  preference share shall confer on the holder the right to receive by
way  of  dividend  in respect of each financial year of Bidco 0.1% (one tenth of
one  per  cent)  of  the  after tax profits directly attributable to the Caledon
casino  business in that year and prior to the payment of interest or capital on
shareholders'  loans  (other  than shareholders loans provided in respect of the
casino  business),  subject to, as determined by the directors of Bidco in their
sole  and  absolute  discretion,  any  working  capital,  capital  expenditure
requirements,  loan  obligations  and  liabilities,  attributable  to the casino
business  and after taking into account the amount of STC payable in relation to
the  dividends on the preference shares and distributable reserves of the casino
business.  The  dividend  (if  any)  shall  be payable within 3 months after the
financial  statements  of Bidco have been audited and signed by the directors of
Bidco.
2.     Should  the  casino  business  be  wound  up, each preference share shall
confer  the  right  on  the holder to receive out of funds which may lawfully be
applied  for  that  purpose,  in priority to the holders of all other classes of
shares  in the share capital of the company, 0.1% (one tenth of one per cent) of
any  surplus  directly  attributable  to  the  casino  business  available  for
distribution  after payment of all other liabilities attributable to such casino
business.
3.          Save  as  set out herein, the holders of the preference shares shall
not  be  entitled  to  participate in the profits of the company or any dividend
payable  on  the  winding-up  of  the  company.
4.          The  preference  shareholders shall have the right to attend general
meetings  and  adjourned  meetings  of  the  company  but  shall  not,  save  in
circumstances  envisaged  in  section  194.  of the Company's Act 1973, have the
right  to  vote  at  any  such  meeting.
5.          Should  any preference shareholder wish to dispose of its shares, it
shall  be  required to do so in accordance with the preemptive rights provisions
contained  in  the  articles  of  association  of  the  company.
6.     The  terms of the preference shares may not be modified, altered, varied,
added  to  or  abrogated.
7.     The preference shares shall not be redeemable except by agreement between
the  company  and  the  holders  of  the  preference  share willing to have them
redeemed.

                                       19
<PAGE>



ANNEXURE  B

Basis  of  accounting  for  the casino business of Bidco for the sole purpose of
determining  the  profits  available  for  distribution  to  the  preference
shareholders  and  the  amount  to be distributed to the preference shareholders

1.     DEFINITIONS

Words  and  expressions defined in this annexure shall bear the same meanings as
the  agreement  to  which  the  annexure  is  annexed.

2.     BOOKS  OF  ACCOUNT

2.1     Bidco  shall maintain separate books of account for the casino business.
The  casino  business  will  be  accounted for as a branch of Bidco with "branch
accounting"  being  used.

2.2     The  branch  accounts of the casino business ("branch accounts") will be
used  to  determine  the  profits  available  for  distribution  to the minority
shareholders.

3.     CASINO  BRANCH  CAPITAL  AND  UNDISTRIBUTED  PROFITS

3.1     The  casino business will have an initial branch capital of R2.5 million

3.2     The cumulative branch profits of the casino business which have not been
distributed,  whether  by  way  of  dividend  to the minority shareholders or by
transfer  to  the  remaining  Bidco  business,  will  be  included  as "retained
undistributed  profits"  in  the  branch  accounts.

4.     FINANCE  FOR  CASINO  BUSINESS

Any  finance  obtained  by  Bidco  (including  for  the  avoidance  of  doubt,
shareholders'  loans)  which  is related to the operation of the casino business
will  be allocated directly to the casino business. The interest and other costs
and  capital repayments of such finance will be met by the casino business prior
to  the  distribution  of  dividends  to  minority  shareholders.
                                       20
<PAGE>

5.     BRANCH  FIXED  ASSETS

All  fixed assets directly relating to the casino business (for the avoidance of
doubt,  excluding  the  casino  premises which will be an asset of the remaining
Bidco  business),  will  be  included  within the books of account of the casino
business. Similarly all liabilities directly attributable to the casino business
shall be recorded as such in the branch accounts and shall be taken into account
in  determining  the  profits of the casino business available for distribution.



6.     BANK  ACCOUNTS  AND  WORKING  CAPITAL

6.1     Separate  bank  accounts  will  be  maintained  for the casino business.

6.2     Surplus  funds generated by the casino business will either be placed on
deposit with approved banking institutions or may be lent to the remaining Bidco
business  on  terms  and  conditions as to the repayment of capital and interest
only  which  reflect  an  arm's  length  basis.

6.3     If  any  working  capital facilities are arranged by the remaining Bidco
business  for  the casino business, the casino business will be charged with the
cost  of  providing  those  facilities.

6.4     If  any  additional  working  capital is provided by the remaining Bidco
business  to  the casino business, the casino business will be charged for these
funds  on  an  arm  s  length  basis  and will be required to repay such working
capital  together  with  interest  prior  to  any  payments  of dividends to the
minority  shareholders.

7.     SERVICES  PROVIDED  BY  THE  REMAINDER

7.1     Where  services  are  provided  to  the casino business by the remaining
Bidco  business, a charge will be made to the casino business on an arm's length
basis.  Such services include but are not limited to the provision of the casino
premises  and  central resort services and the basis of these charges is set out
below.

                                       21
<PAGE>
7.2     Rent  for the casino premises shall be based on the aggregate of cost of
the casino premises to Bidco and the premises leased to the Trust, commencing at
20%  of  cost and escalating at 9% per annum. The casino business shall bear all
costs  attributable  to  such premises including but not limited to maintenance,
repairs,  insurance  and  the  like.

7.3     Central  resort services and other shared services shall be based on the
actual  cost  of  providing the services which will be allocated on a basis that
reflects  usage.

7.4     The  cost of any other services provided by the remaining Bidco business
shall  be  charged  to  the  casino  business  on  an  arm's  length  basis.


     8.     COSTS  AND  INCOME  OF  THE  CASINO  OPERATION

It  is  intended  that  all costs and all income directly relating to the casino
business  should  be  reflected  in  the  branch  accounts.

9.     TAXATION

For  the  purposes  of  the branch accounts, the taxation charge relating to the
casino  business  will  be calculated as if the casino business is a stand alone
company.  STC  relating to the payment of dividends to the minority shareholders
will  be  charged  to the minority shareholders' portion of the casino business.
Payments  of income tax (including advance payments of taxation) attributable to
the casino business will be charged to the casino business on the dates that the
payments  are  or  would  have  been  made  to  the  authorities

10.     BASIS  OF  PREPARATION  OF  BRANCH  ACCOUNTS

The accounts of the casino business should be prepared using the same accounting
policies  as  used  by  Bidco  in its statutory accounts and the manner of their
application  thereof,  subject  to  any  differences  which  arise  from  the
intra-company  transactions  which  will be eliminated on the preparation of the
company's  statutory  accounts  (e.g.  the  intra-company  charges  for  central
services  and  rent).
                                       22
<PAGE>

11.     BRANCH  ACCOUNTS  TO  BE  PREPARED  ANNUALLY

The branch accounts prepared at the financial year end of Bidco will be prepared
using  an  equivalent  format,  mutatis mutandis, to that used for the statutory
accounts  of Bidco. In particular, the branch accounts will include a profit and
loss  account,  a  balance sheet, a statement of source and application of funds
and  a statement of the planned capital expenditure over the next two years. The
branch  accounts  will  be  sent  to the minority shareholders. The costs of the
branch  accounts  shall  be  borne  by  the  casino  business.

12.     BASIS  OF  DETERMINATION  OF THE DISTRIBUTION TO BE MADE FROM THE BRANCH

On  the  basis  of the position shown in those branch accounts, the directors of
Bidco  will determine in their sole and absolute discretion the amount which can
properly  be distributed from the after-tax profits shown in the branch accounts
having  regard  to  any  working capital, capital expenditure requirements, loan
obligations  and  liabilities of the casino business and after taking account of
the  secondary  tax  payable  in  relation  to  the preference dividends and the
distributable  reserves  within  Bidco.  Notwithstanding  the  aforegoing  the
directors  shall  in  determining such distribution have regard to the fact that
the  tax  reflected  in  the  1999  branch  accounts may be more than the amount
actually  payable  by  Bidco  as  a  consequence  of  any losses incurred by the
remaining  business.

13.     TRANSFER  OF  RESERVES  TO  THE  REMAINING  BIDCO  BUSINESS

Simultaneously  with the distribution of dividends to minority shareholders, the
balance  of  the after tax profits determined by the directors of the company as
available for distribution shall be transferred to the remaining Bidco business.

14.     PREPARATION  OF  FINAL  BRANCH  ACCOUNTS

In the event that Bidco were to lose its casino licence, final accounts would be
prepared for the branch which would inter alia record the profit/loss arising on
the  disposal  of  the  fixed  assets.

                                       23
<PAGE>
APPENDIX  C
                                 THE PROPERTIES


1.     The  properties  owned by Caledon Hotel Spa & Casino Resort (Pty) Limited
are  the  following:

     Remaining  extent  of the farm Oatlands South 408, Caledon Division Held by
Deed  of  Transfer  No  T  11255/1997

     Portion  1 of the farm Oatlands South 408, Caledon Division Held by Deed of
Transfer  No  T  34201/1  997

     Portion  3  of the farm Caledon Baths 560, Caledon Division Held by Deed of
Transfer  T  44647/1  997

     Erf2842Caledon
Held  by  Deed  of  Transfer  T90028/1  998

     Erf  2843  Caledon
Held  by  Deed  of  Transfer  T  90032/1  998

     Erf  2844  Caledon
Held  by  Deed  of  Transfer  T  90032/1998

                                       24
<PAGE>

ADDENDUM  TO  THE  AGREEMENT


between

CALEDON  CASINO  BID  COMPANY  (PTY)  LIMITED
("Bidco")
and

CALEDON  OVERBERG  INVESTMENTS  (PTY)  LIMITED
("Caledon')
and
CENTURY  CASINO'S  AFRICA  (PTY)  LIMITED

and
CENTURY  CASINO'S  INC.  (not  as  a shareholder or party. but for clauses 4.2.3
and  6.7  of  this  agreement  only)
and
CALEDON  HOTEL  SPA  AND  CASINO  RESORT  (PTY)  LIMITED
("Devco")

and
FORTES  KING  HOSPITALITY  (PTY)  LIMITED
("Hospitality")
and
OVERBERGER  COUNTRY  HOTEL  AND  SPA  (PTY)  LIMITED  ("Hotelco")
and

SENATOR  TRUST


Dated  3  December  1999

                                       25
<PAGE>
It  is  hereby  agreed  that clause 26 of this agreement be deleted and that the
following  new  clause  26  is  substituted.
26.     ASSIGNMENT

This  shareholder agreement will be binding upon aid 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  one  signatory's  or  party's  ability  to  assign  its  rights  arid
responsibilities  to  any  directly  controlled  affiliate,  provided  the prior
written  consent  of  the  other  parties  are obtained which' consent shall not
unreasonably  be  withheld.


THUS  DONE  AND  SIGNED  by  Bidco  at  CAPE  TOWN  this 9 day of December 1999,

                                   /s/Leon  Fortes
                                   ---------------

THUS  DONE  AND  SIGNED  by  Caledon  at  CAPE TOWN this 9 day of December 1999.

                                        /s/Leon  Fortes
                                        ---------------

THUS  DONE  AND  SIGNED  by Century SA at CAPE TOWN this  9 day or December 1999

                                        /s/Peter  Hoetzinger
                                        --------------------
Peter  Hoetzlnger,  Vice  Chairman


     Century  Casino's  Inc.  signs  for clauses 4.2.3 and 6.7 of this agreement
only;

 .                                   /s/Peter  Hoetzinger
                                    --------------------
Peter  Hoetzinger,  Vice  Chairman
Century  Casino's  Inc.

THUS  DONE  AND  SIGNED  by  Hotelco  at CAPE TOWN this 9  day of December 1999.
                                        /s/Leon  Fortes
                                        ---------------


THUS  DONE  AND  SIGNED by Hospitality at CAPE TOWN this 9 day of December 1999.

                                        /s/Leon  Fortes
                                        ---------------


THUS  DONE  AND  SIGNED  by  Devco  at  CAPE  TOWN  this 9 day of December 1999.
                                        /s/Leon  Fortes
                                        ---------------

THUS  DONE  AND  SIGNED  by  Senator  at  CAPE TOWN this 9 day of December 1999.

/s/  Leon  Fortes
-----------------
                              Leon  Fortes.  Trustee
                                       26
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