EXHIBIT 10.86

                           CASINO MANAGEMENT AGREEMENT


     THIS  CASINO  MANAGEMENT  AGREEMENT  (the "Agreement"), is made and entered
into as of the 3 day of December 1999, by and between CALEDON CASINO BID COMPANY
(PTY)  LIMITED,  a South Africa corporation ("Owner") and CENTURY CASINOS AFRICA
(PTY)  LTD.,  a  South  African  corporation  ("Manager").

                                   WITNESSETH
                                   ----------

     WHEREAS, Owner shall use its best efforts to obtain all necessary approvals
from  the Gaming Board of the South African Province of the Western Cape and all
other  relevant  authorities  to  develop  and  operate  a  gaming/entertainment
facility  (the  "Casino")  to be situated at a site located in Caledon, Overberg
region,  within the Western Cape Province, as mutually agreed upon between Owner
and Manager (the "Site"), (the Casino and all property and fixtures thereon, the
buildings  and  improvements  at the Site are collectively referred to herein as
the  "Facility");  and

     WHEREAS,  Owner  has secured/controls the Site and represents that the Site
is  suitable  for  the  development  and  operation  of  a  Casino;  and

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

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

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

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

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


                                        1
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

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

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

     Advancement  Plan.  The  term "Advancement Plan" shall have the meaning set
     -----------------
forth  in  Section  2.7.

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

     Annual  Operating Budget. The term "Annual Operating Budget" shall have the
     ------------------------
meaning  set  forth  in  Section  7.1.

     Annual  Operating  Plan.  The  term  "Annual Operating Plan" shall have the
     -----------------------
meaning  set  forth  in  Section  7.  1.

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

     Approved  Legal  Counsel.  The term "Approved Legal Counsel" shall have the
     ------------------------
meaning  set  forth  in  Section  7.17.

     Bank  Accounts.  The  term  "Bank  Accounts"  shall have the meaning set in
     --------------
Section  7.17.

     Books  and  Records  The term Books and Records" shall have the meaning set
     -------------------
forth  in  Section  7.10.

     Business  Day.  The term "Business Day" shall have the meaning set forth in
     -------------
Section  18.14

     Capital  Replacements.  The  term  "Capital  Replacements"  shall  have the
     ---------------------
meaning  set  forth  in  Section  7.8
     -

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

     Casino  Bankroll. The term "Casino Bankroll" shall mean an amount of monies
     ----------------
determined  by  Manager  as necessary to provide cash-on-hand monies required to
operate and maintain Casino Gaming Activities, but in no event shall such amount
be  less  than the amount required by Law. In no event shall the Casino Bankroll
include  amounts  necessary  to  provide  for the payment of Operating Expenses,
Working  Capital  or  initial cash needs as described in Section 9.3 herein. The
Casino  Bankroll  shall  include the finds in the separate accounts in Manager's
name  plus  any  finds  located  on  the casino tables, in the gambling devices,
cages, vault, counting rooms, or in any other location in the Casino where funds
may  be  found.

                                        2
<PAGE>

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

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

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

     Construction  Permits.  The  term  "Construction  Permits"  shall  mean all
     ---------------------
licenses,  permits,  approvals,  consents  and  authorizations from Governmental
     -
Authorities that are necessary to develop and construct the Facility (including,
without  limitation,  certificates  of  occupancy  and  other  similar  permits
necessary  to  occupy  the  Casino).

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

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

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

     Default.  The  tern:  "Default" shall have the meaning set forth in Section
     -------
8.1.

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

                                        3
<PAGE>


   Department. The term "Department" shall have the meaning set forth in Section
   -----------
                                      7.9.
                                      --


     Development  Budget.  The  term "Development Budget" shall have the meaning
     -------------------
set  forth  in  Section  5.1.

     Development  Plan.  The  term "Development Plan" shall have the meaning set
     -----------------
forth  in  Section  5.1.

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

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

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

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

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

     Estimated  Opening  Date. The term "Estimated Opening Date" shall mean that
     ------------------------
projected  opening  date of the Facility as set forth in the agreed Construction
Schedule.

     Event  of  Default.  The term "Event of Default" shall have the meaning set
                       -
forth  in  Section  3.1

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

                                        4
<PAGE>


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

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

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

     FF&E  Requirements. The term "FF&E Requirements" shall have the meaning set
     ------------------
forth  in  Section  5.2(c).

     FF&E  Specifications.  The term "FF&E Specification" shall have the meaning
     --------------------
set  forth  in  Section  5.2(a).

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

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

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

     Gaming Commission. The term "Gaming Commission" shall mean the Western Cape
     -----------------
Gambling  and  Racing  Board.

     Gaming  License.  The  term  "Gaming  License"  shall  have  the  mean  all
     ---------------
activities  set  forth  in  Section  3.1.
     ----

Gaming  Operations.  The  term  "Gaming  Operations"  shall  mean all activities
------------------
pertaining  to  the  development  and  construction of the Casino and the Casino
------
thereon, all Casino Gaming Activities conducted in the Casino and all activities
----
conducted  at  the  Facility;  related  to  any  of  the  foregoing.

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

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

                                        5
<PAGE>

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

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

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

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

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

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

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

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

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

                                        6
<PAGE>


     Manager  Denial. The term "Manager Denial" shall have the meaning set forth
     ---------------
in  Section  10.3

     Manager  Indemnitees. The term "Manager Indemnitees" shall have the meaning
     --------------------
set  forth  in  Section  16.2

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

     Manager's  Advances.  The  term "Manager's Advances" shall have the meaning
     -------------------
set  forth  in  Section  9.7.

     Manager's  Default.  The  term  "Manager's  Default"  shall  mean  those
     ------------------
occurrences  described  in  Section  8.2.
     -----

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

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

     Net  Gaming  Proceeds.  The term "Net Gaming Proceeds" shall have the exact
     ---------------------
same  meaning  as  "Gross  Gamine  Revenue".

     Opening  Date.  The  term  "Opening  Date"  shall  mean  the  first  date a
     -------------
revenue-paying  customer  is admitted to the Casino. The parties shall hereafter
     ----
confirm  the  Opening  Date  in  an  Addendum  to  this Agreement which shall be
attached  hereto  and  made  a  part  hereof

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

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


                                        7
<PAGE>

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

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

     Owner  Denial.  The term "Owner Denial" shall have the meaning set forth in
     -------------
Section  10.  1

     Owner  Indemnitees. The term "Owner Indemnitees" shall have the meaning set
     ------------------
forth  in  Section  16.1.

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

     Owner's  Advances. The term "Owner's Advances" shall mean the amounts to be
     -----------------
advanced  by  Owner  to  Manager  pursuant  to  Section  9.  1.

     Owner's  Default.  The  term  "Owner's  Default" shall have the meaning set
     ----------------
forth  in  Section  8.3.

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

     Plans  and  Specifications.  The term "Plans and Specifications" shall have
     --------------------------
the  meaning  set  forth  in  Section  5.2(a).

     Pre-Opening  Budget. The term "Pre-Opening Budget" shall mean the budget of
     -------------------
expenses  to  be  incurred prior to the Opening Date pursuant to Section 6. 1 of
the  Agreement  and  with  respect  to  any  other  provision  of  the Agreement
pertaining to the period prior to the Opening Date. Such expenses shall include,
without  limitation,  all  budgeted  expenses  incurred  by Manager or by any of
Manager's  Affiliates  in  performing  the  Pre-Opening  Services,  the  cost of
recruitment  and  training for all employees of the Facility, costs of licensing
or other qualification of Facility employees prior to the Opening Date, the cost
of  pre-opening sales, marketing, advertising, promotion and publicity, the cost
of  obtaining  all Construction Permits and Owner Operating Permits, permits for
employees, including the fees of lawyers and other consultants incident thereto,
and  other  Pre-Opening  Expenses.

                                        8
<PAGE>

     Pre-Opening  Expenses.  The  term  "Pre-Opening  Expenses"  shall  have the
     ---------------------
meaning  set  forth  in  Section  6.2.
     -

     Pre-Opening  Services.  The  term  "Pre-Opening  Services"  shall  have the
     ---------------------
meaning  set  forth  in  Section  6.1.
     -

     Project  Architects.  The  term "Project Architects" shall have the meaning
     -------------------
set  forth  in  Section  5.2(a).

     Project  Designers. The term "Project Designers" shall have the meaning set
     ------------------
forth  in  Section  5.2(a).

     Property  Insurance.  The  term "Property Insurance" shall have the meaning
     -------------------
set  forth  in  Section  14.2.

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

     Required  Coverage. The term "Required Coverage" shall have the meaning set
     ------------------
forth  in  Section  14.1.

     Senior  Staff.  The term "Senior Staff" shall have the meaning set forth in
     -------------
Section  7.4.

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

     Technical  Services.  The  term "Technical Services" shall have the meaning
     -------------------
set  forth  in  Section  5.3.

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

     Unavoidable  Delay. The term "Unavoidable Delay" shall have the meaning set
     ------------------
forth  in  Article  XIII.

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

                                        9
<PAGE>


                                   ARTICLE II

                             APPOINTMENT OF MANAGER
                             ----------- -- -------

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

     SECTION  2.2   Management  of  the  Facility.  Manager agrees to act (i) in
                    --------------  -------------
compliance with this Agreement and the requirements of the Gaming Commission and
any other Governmental Requirements, (ii) in accordance with the requirements of
any  carrier  of  insurance  on  the  Facility or any part thereof, and (iii) in
conformity  with  the  applicable  Annual  Operating  Plan  and  the  Operating
Guidelines  (all  of the foregoing being hereinafter collectively referred to as
the  "Operating  Goals").

     SECTION  2.3   No  Interference.  Owner  hereby agrees that, subject to the
                    ----------------
limitations  described  herein,  Manager shall have uninterrupted control of the
management  of  the Gaming Operations during the Term of this Agreement, subject
to  the rights of Owner set forth herein, and that Manager may manage the Gaming
Operations  free  of  molestation, eviction or disturbance by Owner or any third
party  claiming by, through or under Owner, subject in each case, to exercise of
the  fiduciary  duties  under  applicable  law  of  any other managers of Owner.

     SECTION  2.4  Limitations on Authority of Manager. In addition to any other
                   --------------------------- -------
limitations  on  the powers and authority of Manager as set forth herein, except
for  transactions  in  the  ordinary  course  of business, Manager shall have no
authority  to (i) sell or purchase all or any part of the Facility or (ii) cause
Owner to acquire any other business entities or sell all or substantially all of
the  assets  thereof.

     SECTION 2.5 Other Century Casinos. The parties hereto acknowledge and agree
                 ---------------------
that Century, Manager or its Affiliates are the beneficial owner and/or managers
of  existing  casinos  and  may.  in the future, have an interest, direct and/or
indirect  in  other  casinos,  and/or  manage  or operate other casinos in South
Africa,  provided  that  the limited restraint clause (Breeriver region, Western
Cape)  contained  in  the  shareholders  agreement  is  fulfilled.

          SECTION  2.6 Employment of Affiliates. Manager may, acting in its sole
                       ------------------------
discretion  in  the  best interests of Owner, employ or retain as consultants or
agents  any  of  Manager's  Affiliates, or any other entity or Person related to
Manager,  in  fulfilling  its  obligations pursuant to this Agreement; provided.
However, that Manager shall disclose all transactions with any entity related to
Manager,  as  required  by  Generally  Accepted  Accounting  Principles  on  the
quarterly  financial  statements  required  under Section 7.11. All such service
agreements  shall  be on economic terms comparable with agreements negotiated on
an  arms-length  basis  and  subject  to  Owner's  approval.


                                       10
<PAGE>


                                   ARTICLE III

                                TERM OF AGREEMENT
                                ---- -- ---------

     SECTION  3.1  Term.  The operating term of this Agreement shall be ten (10)
                   ----
years (initial Term"), despite the date of execution thereof, shall be deemed to
have  commenced on the award of a casino license to Owner and the fulfillment of
the  conditions precedent as outlined in clause 3. of the shareholders agreement
(concluded  between  Caledon  Casino  Bid  Company  (Pty)  Ltd. Caledon Overberg
Investments  (Pty)  Ltd, Century Casinos Africa (Pty) Ltd, Caledon Hotel Spa and
Casino  Resort  (Pty)  Ltd,  Fortes King Hospitality (Pty) Ltd, Overberg Country
Hotel  and  Spa  (Pty)  Ltd  and  Senator  Trust).  This  Agreement  shall  be
automatically  renewed  for  further  multiple  ten (10) year periods ("Extended
Term"), unless Manager gives six months notice of its intention to withdraw from
this Agreement. Owner undertakes, subject to licensing for which Owner shall use
its best efforts at any time, throughout the term (Initial and Extended) of this
Agreement,  to  conduct the business of a Casino and Casino Gaming Activities at
the  Facility.

     SECTION  3.2  Effect  of  Termination. All sums owed by either party to the
                   -----------------------
other shall be paid immediately upon termination of this Agreement. In the event
of  any  termination  of  this  Agreement,  Owner  shall,  notwithstanding  such
termination,  be  liable  to  Manager  for  the  fees  earned  and  reasonable
out-of-pocket  expenses  incurred  by  Manager in conformity with this Agreement
prior  to  such  termination  as  follows: (i) any unpaid accrued portion of the
Management  Fee  and  Manager's  Advances (including any unpaid accrued interest
thereon),  if  any,  plus  (ii)  all  reimbursable  costs  to Manager which were
properly  incurred  prior  to  termination in connection with the performance of
Manager's  obligations  in conformity with this Agreement. If the termination of
this  Agreement  is a consequence of Owner's Default, Owner shall also be liable
to  Manager  for  all reasonable costs (including, but not limited to, severance
pay  or  settlements and moving expenses of Manager's employees, if any, and any
attorney's  fees, expenses, and losses as the result of such severance) incurred
as a direct result of Owner's Default. If the termination of this Agreement is a
consequence  of  Manager's  Default, Manager shall not have the right to collect
any  amounts  due Manager under this Section 3.4 from the Bank Accounts. In such
event,  Owner  shall  pay  Manager  within five (5) Business Days of the date of
termination  the  amounts  owed  Manager described in clauses (i) and (ii) above
through  the  date  of  termination.

     SECTION  3.3  Survival  of  Representations  and  Indemnifications.
                   -----------------------------------------------------
Notwithstanding  anything  contained  herein  to  the  contrary,  the  parties
acknowledge  that  the representations, covenants and indemnifications set forth
in  Articles  XI,  XIV, XVI and Sections 18.2, 18.6, 18.8 and 18.9 shall survive
the  termination  or  expiration  of this Agreement. All amounts due and payable
front  either party to the other shall survive the termination of the Agreement.

                                       11
<PAGE>

                                   ARTICLE IV

                                  FEE; EXPENSES
                                  -------------

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

                                       12
<PAGE>


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


(a)     A  fixed  amount  of  R35  000  (thirty five thousand) per month for the
pre-operations  period  (period  from  award of casino license to opening Date),
plus

(b)     Four  percent  (4%)  of the yearly gross revenues (excluding VAT and any
other  taxes) generated by or in the Casino (excluding food & beverage), for the
applicable  Fiscal  Year,  between  zero  Rand  (R0)  and  forty  million  Rands
(R40,000,000),  plus  five  percent (5%) of the yearly gross revenues (excluding
                ----
VAT  and  any  other  taxes)  generated  by  or  in the Casino (excluding food &
beverage),  for  the  applicable  Fiscal  Year,  exceeding  forty  million Rands
(R40,000,000),  plus
                ----

(c)     Seven and a half percent (7.5%) of the Casino's yearly EBITDA (excluding
food  &  beverage),  for  the  applicable  Fiscal  Year.

(d)     The  percentage  referred  to  in  the  first section of (b) above (four
percent)  shall  be reduced to three percent (3%) for the first twelve months of
casino  operation.

     SECTION  4.3 Time of Payment of Management Fee. All out-of-pocket costs and
                  ---------------------------------
expenses  incurred  by  Manager  shall  be invoiced to Owner and Owner shall pay
these  amounts  to Manager within ten days. The fee described in (a) above shall
be  paid  from  Owner  to  Manager on the fifth (5th) day of each month, for the
preceding  month.  That portion of the Management Fee based upon EBITDA shall be
paid  thirty  (30) days after the last day of each calendar month. The aggregate
of  the  Management  Fees  so  paid  monthly shall be adjusted quarterly, and an
annual  adjustment  shall  be  made  within  ninety (90) days of the end of each
Fiscal  Year.  A  partial Fiscal Year at the beginning and end of this Agreement
shall  be  treated  as  an  Fiscal  Year for purposes of this Section 4.3. Owner
hereby  authorizes Manager to pay itself the monthly Management Fee due from the
Bank  Accounts.  Owner  shall pay all applicable taxes or fees on the Management
Fee.  For  the last month of the term of this Agreement, Owner shall pay Manager
the  Management Fee directly. The fee in 4.2.(c) shall not take into account any
losses  carried  forward  from  any  prior  financial  year.

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

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

                                       13
<PAGE>

                                    ARTICLE V

                              FACILITY DEVELOPMENT
                              -------- -----------

     SECTION  5.1     Development  Plan.
                      -----------------

     (a)   As  soon  as  practicable after the execution date of this Agreement,
after  Owner  has  demonstrated  and  represented,  to  Manager's  reasonable
satisfaction,  that  the  necessary  financing  for  the full development of the
Facility  has been secured, and after a Gaming/Casino License has been issued to
Owner,  Manager  shall  present  to  Owner  a  proposed  development  plan  (the
"Development  Plan").  The  Development Plan will be Manager's plan and schedule
for  developing  the  Casino,  and  shall  contain (i) a development budget (the
"Development Budget") for developing the Casino and (ii) the Pre-Opening Budget.
Manager  shall  consult  with  Owner in the preparation of the Development Plan,
provided  Owner  makes  its  representatives  readily  available  for  such
consultation.

     (b)   Within fifteen (15) days of receipt of the proposed Development Plan,
Owner  shall  inform  Manager  in writing whether it disapproves of the proposed
Development  Plan  and,  if  so,  the  specific  portions  thereof  of  which it
disapproves  and  the reasons therefor. Owner shall not unreasonably withhold or
delay  its  approval  of the Development Plan or any item therein. If Owner does
not  inform Manager in writing of its disapproval of the Development Plan within
the above-described fifteen (15) day period, it shall be deemed to have approved
the  Development  Plan.

     (c)  If Owner reasonably disapproves of the Development Plan or any portion
thereof,  Manager  shall  (i)  endeavor  to  make  such  modifications  to  the
Development  Plan  as  are necessary to resolve the objections raised in Owner's
notice  pursuant  to  Section  5.1(b);  (ii) within fifteen (15) days of Owner's
notice of disapproval, resubmit such Development Plan for review under the terms
of  Section 5.1(b); and (iii) if necessary, to make further revisions under this
Section  5.1(c).

     (d)    If  Manager and Owner cannot reach agreement as to matters contained
in  the
Development  Plan  within  forty-five  (45)  days of Manager's submission of the
proposed
     Development  Plan,  the  disputed  matter(s)  will  be  resolved  through
arbitration  pursuant  to  Article  XVII  herein.

SECTION  5.2  Plans  and  Specifications
              --------------------------


          (a)  Owner  will  engage and retain, at Owner's sole cost and expense,
such  architects,  engineers,  contractors,  designers  and other specialists as
Manager  deems  necessary to prepare all site plans, grading plans, construction
drawings,  surveys, materials, specifications, architectural plans and drawings,
elevations,  construction models, engineering plans and drawings, approved plans
and  all other plans, drawings, studies or reports required for the construction
of  the  Facility  (the  "Plans  and  Specifications")  and for the purchase and
installation  of  the  FF&E  (the  "FF&E Specifications), as provided for in the
Development  Plan.  Manager  shall  consult  and advise with the architects (the
architects  so  selected are referred to herein as the "Project Architects") and
the  designers (the designers so selected are referred to herein as the "Project
Designers"),  and  the  Owner  on  these  matters.

     (b)  The  Plans  and  Specifications  shall  be  consistent in all material
respects with and based upon the conceptual plans for the Casino as set forth in
the  Development  Plan  and  shall  be  subject to any changes necessary to meet
applicable  requirements  of  the  Act  and any other Governmental Requirements.

     (c)  The FF&E shall (i) bear the name or identifying characteristic or logo
of  the  Casino,  where appropriate. (ii) be generally consistent in quality and
relative scope with other casinos in South Africa, taking into consideration the
Construction  Budget's  limitations, the Development Plan, local conditions, and
the  image  and  target  markets of the Casino, (iii) comply with all applicable
Laws  and  any  other  Governmental  Requirements,  and  (iv)  be  available  in
quantities required by the FF&E Specifications to meet the Construction Schedule
(collectively,  the  "FF&E  Requirements").

                                       14
<PAGE>

     SECTION 5.3 Technical Services (Pre-Opening). From the date of the award of
                 --------------------------------
the  casino  license  until the Casino is substantially completed (including the
installation  of  FF&E),  Manager, either directly or through one or more of its
Affiliates,  shall provide the technical services described below (collectively,
the  "Technical  Services"):

(i)     Manager  will  prepare  specific operational and functional criteria for
the  Casino  for  use by the Project Architects and the Project Designers in the
preparation  of  the  Plans  and  Specifications  and  the  FF&E Specifications;

(ii)     Manager  shall  advise  and  consult with the Project Architects in the
development  of  schematic, preliminary and working Plans and Specifications and
the  Project  Designers  in  the  selection  and  specifications  of  FF&E;

(iii)     Manager  shall  review,  critique  and make recommendations to Project
Architects  and the Project Designers in the selection and layout of the FF&E in
accordance  with  the  FF&E  Specifications  and  the  Plans and Specifications.

     SECTION 5.4 Opening the Casino. The Casino shall be opened to the public on
                 ------------------
a  date  established  by  Manager  upon  satisfaction  of the following: (i) the
Project  Architects  have  issued  to  Owner  a  certificate(s)  of  substantial
completion  confirming  that  the  Facility  has been substantially completed in
accordance  with  the  Plans and Specifications. (ii) the Project Designers have
issued  to  Owner a certificate(s) of substantial completion confirming that the
FE&E  has  been  substantially  installed  therein  in  accordance with the FF&E
Specifications  and  the  Plans  and Specifications, (iii) all Operating Permits
(including,  without limitation, a certificate of occupancy or local equivalent,
gaming/casino,  liquor and restaurant licenses and all permits, certificates and
other  licenses  required of any authority) have been obtained, (iv) the initial
cash  needs  for  the Casino as set forth in Section 9.3 and the Casino Bankroll
has  been  furnished  by  Owner,  (v)  Manager is satisfied that all operational
systems  have been adequately tested on a "dry-run" basis to the satisfaction of
Manager  and  any  appropriate  Governmental  Authorities,  and  (vi)  all other
Governmental  Requirements  necessary  to  open, occupy and operate the Facility
have been satisfied. Manager shall use all reasonable efforts in the performance
of its duties under this Agreement to assist Owner in achieving the satisfaction
of  all  of  the  foregoing  requirements  by  the  Estimated  Opening  Date.


                                       15
<PAGE>


                                   ARTICLE VI

                              PRE-OPENING SERVICES
                              ----------- --------

     SECTION  6.1  Pre-Opening  Services. Between the date of the casino license
                   ---------------------
and  the  Opening Date, Manager, as agent of Owner, shall perform or arrange for
others  to perform the following services (in addition to the services described
in  Article  V  herein) on behalf of and for the account of Owner but subject to
the  Pre-Opening  Budget  contained  in the Development Budget (the "Pre-Opening
Services"):

     (a) Pre-Opening Marketing. Manager shall implement the marketing portion of
         ---------------------
the  approved  Development  Plan,  including,  but not limited to, direct sales,
media  and  direct  mail  advertising, promotion, publicity and public relations
designed  to  attract customers to the Casino from and after the Opening Date in
accordance  with  the  provisions  of  Section  7.24.

     (b)  Personnel.  Manager  shall  have  the sole authority to recruit, hire,
          ---------
provide orientation to, train, supervise, promote and determine the compensation
(which must be within normal and reasonable industry standards) of and discharge
all  executive  and  general staff of the Facility on behalf of Owner, including
all  Facility  personnel  to  be utilized during the period from the date hereto
until  the  Opening  Date  in accordance with the approved Development Plan. The
authority granted to Manager pursuant to this Section 6. shall be in addition to
all  authority  granted  to  Manager  pursuant  to  Sections 7.3 and 7.4 herein,
provided  that  all  such personnel and staff shall be suitable under applicable
rules,  regulations  and  laws  of  South  Africa.

     (c)  Operating  Permits.  Manager  shall use reasonable efforts in applying
          ------------------
for,  processing  and  producing  all Manager Operating Permits and in assisting
Owner  in  applying for, processing and procuring Owner Operating Permits within
the  timetables  established  by the Development Plan (and in any event prior to
the  Estimated  Opening  Date).

     SECTION  6.2  Payment  of  Pre-Opening  Expenses.  All  costs  and expenses
                   ----------------------------------
properly  incurred in connection with the Pre-Opening Services (the "Pre-Opening
Expenses")  shall  be  paid from the Bank Accounts. Pre-Opening Expenses and the
time  schedule  for incurring such expenses shall be established in the approved
Development  Budget and Development Plan.  Owner shall deposit, in advance, such
sums  in  accordance with the schedule as shall be established by the parties in
the  Development  Budget  and  the  Development  Plan  and  Owner shall maintain
sufficient  funds  therein  to  pay  all Pre-Opening Expenses in accordance with
monthly  schedules  to  be  prepared  by Manager and submitted to Owner. Manager
shall  not  incur  any  expenses or make any disbursements that are not provided
for, or are in excess of one hundred fifty percent (150%) of any the Development
Budget  without  Owner's  prior  written  consent:  provided, however, that if a
savings  of  up to five hundred thousand Rands (R500,000) is obtained for a line
item, such amount may be reallocated so as to allow an excess disbursement in an
amount  up  to  the amount saved with respect to another line item. Manager may,
but  is  not required to, advance funds to pay Pre-Opening Expenses on behalf of
Owner.  All  such  Pre-Opening  Expenses  advanced  by Manager, if any, shall be
itemized,  scheduled  and  submitted  to  Owner  on  a  calendar month basis and
reimbursement  within  ten  (10)  Business  Day's  after  such  submission.  Any
Pre-Opening  Expenses  advanced  day  Manager  that remain unreimbursed ten (10)
Business  Days  after  submission  shall  bear  interest  at  the  Default Rate.


     SECTION  6.3 Temporary Casino. In the event that Owner is authorized by any
                  ----------------
applicable Governmental Authority to conduct temporary gaming/casino operations,
and  Owner  elects to do so, Manager shall manage such gaming operations for the
same  management  fees as outlined above Manager shall reasonably cooperate with
Owner  in  preparing  a pre-opening plan for the temporary casino and such other
information  as  Owner  may  reasonably  request.

                                       16
<PAGE>

                                  ARTICLE XIII

                               FACILITY OPERATIONS
                               -------- ----------

     SECTION  7.1     Annual  Operating  Plan  and  Budget
                      ------------------------------------

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

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

     (c)  If  Owner  reasonably  disapproves  or  objects to the proposed Annual
Operating  Plan,  or  any  portion  thereof, Manager shall endeavor to make such
modifications  to  the  Annual  Operating  Plan as are  necessary to resolve the
objections  raised in Owner's notice, and within thirty (30) days of the Owner's
notice,  to  resubmit  such  Annual Operating Plan for review by Owner under the
terms  of  Section  7.1  and. if necessary, to make further revisions under this
Section  7.1.

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

                                       17
<PAGE>

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

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

     (g)  Except  as  otherwise provided in Sections 7.22 or 7.23, Manager shall
not,  without  Owner's  prior  written  consent,  incur any expenses or make any
disbursements  that are either not provided for in an Annual Operating Budget or
are in excess of one hundred and fifty percent (150%) of the amount approved for
a  particular item in such Annual Operating Budget unless otherwise permitted by
Sections  7.22  or 7.23. Any request by Manager to make any expenditure or incur
any  obligation  in  excess of one hundred fifty percent (150%) of an amount set
forth  in  the  Annual  Operating  Budget  contained  in  the  applicable Annual
Operating  Plan  or  which  falls  into  any  category  of expenditures which is
required  by  any Law to have the prior approval of Owner, shall be submitted to
Owner in writing with an explanation of such expenditure. Owner shall respond to
any  request  within fifteen (15) days after the receipt thereof. If Owner fails
to  respond  within such fifteen (15) day period, the proposed expenditure shall
be  deemed  approved.

     SECTION  7.2  Contracts  and  Expenses.  Manager  may  make, enter into and
                   -------------------------
perform, in the name of, for the account of, on behalf of, and at the expense of
Owner,  any  contracts and agreements provided for under this Agreement and each
Annual  Operating  Plan  and  Annual  Operating  Budget,  so long as Manager has
complied  with  all  the  requirements  of  this  Agreement with respect to such
contracts  and  agreements.  All  costs  and  expenses incurred by Manager or an
Affiliate  of  Manager  in  accordance with this Agreement, the Annual Operating
Plan and the Annual Operating Budget shall be for and on behalf of Owner and for
Owner's account. All debts and liabilities incurred Manager under this Agreement
to  third parties on behalf of either Owner or the Facility are and shall remain
the sole obligations of Owner. Manager shall use commercially reasonable efforts
to  promote and enforce the goals of the Advancement Plan by Owners contractors,
to  the  extent  required  by  the  Advancement  Plan.

     SECTION  7.3 Recruitment. Manager shall establish and implement procedures,
                  -----------
techniques,  and  programs consistent with the Annual Operating Plan, the Annual
Operating  Budget  and  the Advancement Plan to recruit, screen, evaluate, hire,
orient  and  train  qualified  applicants  to become Facility Employees. Manager
shall  have  the sole authority to recruit, hire, provide orientation to, train,
supervise,  promote,  determine  the compensation of, and discharge all Facility
Employees.

                                       18
<PAGE>

     SECTION  7.4  Manager's  Personnel  Decisions.  Manager  shall  have  the
                   -------------------------------
authority  to  recruit, hire, provide orientation to, train, supervise, promote,
determine  the  compensation  of,  and  discharge  all  personnel, including all
management personnel ("Senior Staff") at the Facility on behalf of Owner. Except
as  otherwise  decided by Manager, all of the Senior Staff shall be employees of
Owner. Regardless of whether they are employed by Owner or Manager, expenses and
costs  pertaining  to  the  employment  of  the  Senior Staff, including without
limitation,  affiliate incentive and stock plans, severance pay and the costs of
retirement  benefits  pertaining to such persons, shall be Operating Expenses of
the  Facility  and  reimbursed  to  Manager  on  a  current  basis.

     SECTION  7.5  Union Contracts. Manager shall assist Owner to negotiate with
                   ---------------
any  labor  union  lawfully  entitled  to  represent the Facility Employees. All
decisions  regarding union contracts applicable to the Facility shall be made by
Manager.

     SECTION  7.6  Payroll  Checks.  Payroll  checks  for all Facility Employees
                   ---------------
shall  be  in  a  form,  contain  such  identifications and be signed by persons
specified  by  Owner  (provided  such  checks shall not identify Manager without
Manager's  consent).

     SECTION  7.7  Financial  Management.  Manager  shall be responsible for the
                   ---------------------
administration  of  the  day-to-day  financial  affairs  of  the  Casino.

     SECTION  7.8  Capital  Replacements
                   ---------------------

     (a)     Manager  shall  have the responsibility and sole authority to plan,
contract  for,  account  for  and  supervise  all  capital  replacements  and
improvements to the Casino and the Facility or any portion thereof (collectively
"Capital  Replacements")  that  are  contemplated  in any Annual Operating Plan.
Manager  shall  have  the  right  to approve plans and specifications and select
architects,  engineers,  general  contractors,  subcontractors,  suppliers,  and
materialmen  with respect to Capital Replacements, taking into consideration the
criteria  set  forth in the Development Plan and al1 Annual Operating Plans. Any
changes  in the Casino structure itself or the structure of any of the buildings
located  at  the Facility shall comply with any requirements in the Purchase, or
any  Governmental  Requirements.

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


                                       19
<PAGE>

     SECTION  7.9 Revisions to Annual Operating Plan and Reallocations of Funds.
                  -------------------------------------------------------------
If,  after approval of an Annual Operating Plan for a particular Fiscal Year, in
Manager's  reasonable  business judgment, revisions to the Annual Operating Plan
are  appropriate, Manager shall revise the Annual Operating Plan and submit such
revised  Annual  Operating  Plan  to  Owner  for approval in accordance with the
procedures  set  forth  in  Section  7.1.  Owner shall have the right to suggest
revisions  to  the  Annual  Operating  Plan  subject  to Manager's approval with
disagreements  being  resolved  as  set  forth in Section 7. 1. Manager, without
Owner's consent, may reallocate all or any portion of any line item in an Annual
Operating  Budget  to  another  item  in the same Department in an amount not to
exceed  five  hundred  thousand  Rands (R500,000) in the aggregate in any Fiscal
Year  but  may  not  reallocate  from  one Department to another without Owner's
approval. The term "Department" means those general divisional categories in the
Annual  Operating Budgets and shall not mean or refer to subcategories appearing
in  a  divisional category. Manager shall not make any payments or disbursements
in  excess  of  one  hundred  fifty  percent  (150%)  of the Department or total
operating  expense  amounts  in  an  Annual  Operating  Plan, except as follows:

(i)     Pursuant  to  Sections  7.22  or  7.23;
(ii)     If  expenditures  for  Operating  Expenses  bear  the same relationship
(ratio)  to  the amount budgeted for such items as actual gross revenue for such
month  bears  to  the  projected gross revenue for such month (provided that any
increase  in Operating Expenses is, in Manager's reasonable business judgment, a
necessary  consequence  of  the  increase  in  gross  revenue);
(iii)     Any  expenditures  for  which  written  approval  in  advance has been
obtained  from  Owner;
(iv)     For  taxes,  insurance  and  utilities to reflect actual costs thereof,
subject  to  Owner  s  right  to  contest  the  validity  of  such  items;  and
(v)     For  payment of any final judgment in litigation involving the Facility.
     SECTION 7.10 Accounting Records. During the Term of this Agreement, Manager
                  ------------------
shall  maintain  full  and  adequate  books  of  account and records ("Books and
Records")  reflecting  the  results of the operation of the Casino on an accrual
basis,  all  in  accordance  with  Generally  Accented  Accounting  Principles
consistently  applied  in  all material respects. The Books and Records shall be
kept  separate  and distinct from all other operations and businesses of Manager
or  Affiliates  of Manager. Manager shall keep all Books and Records, including,
without  limitation,  current vendor invoices, payroll records, general ledgers,
credit  transactions and other records relating to the Casino at the Facility or
at such other location as shall be approved by Owner in writing, subject to such
record  retention  and storage policies and access rights required by any Gaming
Authority and any other applicable Governmental Requirements. All such Books and
Records  shall  at  all  times be the property of Owner and shall not be removed
from  the Facility or other approved location by Manager without Owner's written
approval  except  as  required  by  General  Laws.  Upon any termination of this
Agreement, all Books and Records shall immediately by turned over to Owner so as
to  ensure  the  orderly  continuance  of the operation of the Facility, but (i)
Manager  may  make  and  retain  copies  of  all or any portion of the Books and
Records  needed for its own record keeping and (ii) such Books and Records shall
be  available  to  Manager  for a period of five years after termination of this
Agreement  at  all  reasonable  times  for  inspection,  audit,  examination and
transcription of particulars relating to the period in which Manager managed the
Facility.

                                       20
<PAGE>

     SECTION  7.11  Financial  Statements; Meetings. Manager shall provide Owner
                    -------------------------------
with reasonably accurate unaudited Financial Statements of the Casino sixty (60)
days  after  the  end  of each calendar quarter. The annual Financial Statements
shall  be  audited  by Owner's auditors at Owner's expense and provided to Owner
within  ninety  (90) days after the end of the Fiscal Year. In addition, Manager
shall  provide  Owner with daily results (including cash drop) for all games and
with  a  copy  of  Manager's  monthly  casino  report.

     SECTION 7.12 Access. Review and Audit. Owner (or its duly appointed agents)
                  -------------------------
and  any  Gaming  Authority  (as  permitted  by  Law)  shall  have  the right at
reasonable  times  and  during  normal  business hours, after reasonable written
notice  to  Manager,  to  examine,  audit,  inspect  and transcribe the Book and
Records.  With respect to such reviews, Owner and its respective agents shall be
subject  to  the  confidentiality  covenants  in  Section  18.8.

     Section 7.13 Limitation of Responsibility for Annual Operating Budgets. All
                  ---------------------------------------------------------
Annual  Operating  Budgets are intended only to be reasonable estimates based on
Manager's  best business judgment and Manager shall not be liable or responsible
in  any  event  if  any of the budgeted figures are not attained or there is any
variance  between the actual revenues and expenditures and the amounts set forth
in  any  Annual  Operating Budgets. Owner acknowledges that Manager has not made
any  guarantees,  warranty or representation of any nature concerning or related
to the amounts of Gross Gaming Revenue to be generated and Operating Expenses to
be  incurred  from  the  operation  of  the  Facility  during  the  Term of this
Agreement.

     SECTION  7.14  Management. Subject at all times to the Operating Guidelines
                    ----------
and those rights of Owner specifically provided in this Agreement. Manager shall
have  the  discretion  and  authority  to  determine  operating  policies  and
procedures,  standards  of  operation,  staffing  levels  and  organization, win
payment  arrangements,  standards  of service and maintenance, food and beverage
quality  and  service,  pricing, and other policies affecting the Casino, or the
operation thereof, to implement all such policies and procedures, and to perform
any  act  on  behalf  of Owner which Manager deems necessary or desirable in its
good faith business judgment for the operation and maintenance of the Casino and
the  Facility  on  behalf for the account and at the expense of Owner. including
but  not  limited  to  the  following,  as  applicable:

(i)     Manager shall negotiate and consummate such agreements necessary for the
furnishing of utilities, services, security, and supplies for the maintenance of
utilities, services, security, and supplies for the maintenance and operation of
the  Casino.

(ii)     If  consistent  with  the  Development  Plan, Manager may negotiate and
grant  concessions  and  purchases  for  space  in  the  Casino.

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

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

                                       21
<PAGE>
     SECTION  7.15     Licenses.  Permits,  Reports  and  Accreditation.
                       ------------------------------------------------

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

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

     SECTION  7.16  Government Regulations. Upon five (5) Business Day's written
                    ----------------------
notice  to  Owner,  Manager  shall  be  permitted to contest the validity and/or
application  of  any  Law  or  Governmental  Requirement  pertaining  to  Gaming
Operations  before  any  court  or  appropriate administrative body unless Owner
shall  object  to  such  action  in  writing  during  said  notice  period.

     SECTION  7.17  Legal  Actions.  All matters of a legal nature involving the
                    --------------
Facility,  shall be handled by legal counsel selected by Manager and approved by
Owner  (such  legal  counsel  is  hereinafter  referred  to  as  "Approved Legal
Counsel") Manager shall notify Owner in writing of the commencement of any legal
action  or  proceeding  concerning  the  Facility  as  soon as practicable after
Manager  receives  actual  notice of the commencement of such legal action which
could  reasonably  be  anticipated  to  involve liability or damage to Owner for
which  Manager  reasonably anticipates liability. Notwithstanding the foregoing.
Manager shall notify Owner immediately of any action filed against the business,
the  Facility, Owner, Manager or the Casino which could result in seizure of the
Casino.  Except  with  respect  to  those  legal  matters in which Owner advises
Manager  it  desires  to  be directly involved, Manager shall be responsible for
retaining  on  behalf of Owner the Approved Legal Counsel to take any reasonable
or  necessary  legal actions to protect the assets of the Facility and to insure
compliance  with  the  contractual  obligations  of  others and all Governmental
Requirements. In any legal action or proceeding for damages in which Owner is to
be the plaintiff or complainant, then Manager may not commence such legal action
or  proceeding without first notifying Owner in writing. Owner shall, by written
notice  to  Manager, within five (5) days of the date of such notice, consent to
the  commencement  of  such legal action or proceeding or provide Manager with a
good  faith  material  basis for not commencing such legal action or proceeding.

     SECTION  7.18  Accounting  Services.  Manager  shall establish and maintain
                    --------------------
accounting  systems, internal controls, and reporting systems in accordance with
the  Operating  Guidelines that are (i) consistent in all material respects with
customary  policies  and procedures used by Managers' Affiliates engaged in such
business  and  (ii)  which  comply  with  all  Governmental  Requirements  and
requirements  of  Gaming  Authorities  and  has  obtained  all  Gaming Authority
approvals  which  Owner  or  Manager  are  required  to  obtain.

                                       22
<PAGE>

     SECTION 7.19 Bank Accounts. Owner shall establish one or more bank accounts
                  -------------
that  are  necessary  for  the  operation  of  the  Facility  at various banking
institutions chosen by Manager and reasonably acceptable to Owner (such accounts
are  hereinafter  collectively referred to as the "Bank Accounts"). The accounts
shall  be  in  the  name  of  Owner,  but,  except  as provided in the following
sentence,  Manager's designees shall be the only persons authorized to draw upon
the  Bank Accounts. If Manager has committed an Event of Default which continues
during  the  term of any applicable cure periods, or if Manager has acted in bad
faith  with respect to Owner's funds in the Bank Accounts, then Owner shall have
the  right  to  assume  sole  control of the Bank Accounts upon two (2) Business
Days'  prior  written  notice  to  Manager,  whereupon the signatures of two (2)
members  of  Owner  shall  be required to draw upon the Bank Accounts. Manager's
designated  signatories  must  be covered by the fidelity insurance described in
Section  14.1.  The  Bank  Accounts  shall  be interest bearing accounts if such
accounts  are reasonably available and all interest thereon shall be credited to
the Bank Accounts. All gross revenues received by Manager from the operations of
the  Facility  shall be deposited in the Bank Accounts and Manager shall pay out
of the Bank Accounts, to the extent of the funds therein, from time to time, all
Operating  Expenses  and  other  amounts  required  by  Manager  to  perform its
obligations  under  this  Agreement.  All  funds  in  the Bank Accounts shall be
separate  from  any  other  funds  and Manager may not commingle any of Managers
funds  with  the  funds  in  the Bank Accounts. Owner shall bear the risk of the
insolvency  of  any  financial  institution  holding  such  Bank  Accounts.

     SECTION 7.20 Credit. All decisions regarding the granting and collection of
                  ------
credit,  if allowed under the Act, shall be governed by the Credit Policy- to be
developed  by Manager and approved by Owner. All credit shall be for the account
of  and  at  the  sole  risk  of  Owner.

     SECTION  7.21 Sales Taxes. Etc. If reasonably requested by Owner and agreed
                   -----------------
to  by  Manager,  Manager  shall  use its best efforts to comply in all material
respects with all applicable Laws with respect to collecting, accounting for and
paying  to the appropriate Governmental Authorities all applicable excise, sales
and  use  taxes  and  other  similar  governmental  charges  resulting  from the
operation  of  the  Casino.

     SECTION  7.22  Emergency  Expenditures.  Without limiting the generality of
                    -----------------------
this  Section  7.22,  in the eve at that a condition exists in, on, or about the
Facility  of  a  nature  reasonably  believed  by  Manager  to  be an emergency,
including  structural  repairs, which Manager believes requires immediate repair
to  preserve  and  protect the Facility and assure its continued operation or to
protect  the  safety and welfare of the Facility customers, guests or employees,
Manager,  on  behalf  of  and at the expense of Owner, shall take all reasonable
steps  and  make all reasonable expenditures necessary to repair and correct any
such  condition,  whether  or  not  provisions  have been made in the applicable
budgets  for  any  such  emergency expenditures. Expenditures made by Manager in
connection  with  an emergency shall be paid from the Bank Accounts. Owner shall
replenish finds paid from the Bank Accounts with any insurance proceeds received
by  Owner with respect to such emergency condition or situation, and Owner shall
replace  any  difference  between the insurance proceeds and the amount used for
such  emergency  from  the Bank Accounts. Manager shall promptly notify Owner of
any  emergency  expenditures  made  pursuant  to  this  Section  7.22.

                                       23
<PAGE>

     SECTION  7.23  Expenditures  Required  for  Compliance  with  Law.  Without
                    --------------------------------------------------
limiting  the  generality of this Article VII, if at any time during the Term of
this Agreement repairs, additions, changes or corrections in the Facility of any
nature  shall  be  required  by  reason  of any Governmental Requirements now or
hereafter  in  force,  such  repairs, additions, changes or corrections shall be
made  at  the direction of Manager and shall be paid for by Owner. Manager shall
inform  Owner  of  the  existence of any Governmental Requirements which require
expenditures  under  this  Section 7 23 as soon as practicable after learning of
such  Governmental  Requirements  and  the  repairs,  additions,  changes  or
corrections  which  Manager  believes are required to be- made and the estimated
expenditures  to  be  incurred. If compliance with any Governmental Requirements
that  are  the subject of this Section 7.23 will require expenditures which will
make  the continued operation of the Facility uneconomical to Owner, Owner shall
have  the  right to cease operating the Facility (to the extent the cessation of
Facility operations will not result in any material liability to Manager) and in
connection  therewith,  to terminate this Agreement, which termination shall not
constitute a Default by Owner hereunder. In the event Owner reopens the Facility
or  the Casino at a site different from the Site within three hundred sixty-five
(365)  days  after  so  ceasing  operations, Manager shall have the option to be
reinstated and resume as Manager in accordance with the terms of this Agreement.

     SECTION  7.24 Marketing Programs. Manager shall develop a marketing program
                   ------------------
to  implement  the  marketing  plans  contained  in  each Annual Operating Plan.
Manager  may,  at its option, also provide for the Facility, or seek to cause an
Affiliate  to  so provide the followings (i) joint marketing or advertising with
similar  properties  owned  or  operated by Affiliates of Manager and (ii) major
entertainment, sporting events or special attractions sponsored by the Facility.
Manager shall use its best efforts to cooperate with Owner in the development of
any joint marketing efforts which it determines at its option to provide for the
Facility.

     SECTION 7.25 Limitations on Use of Names and Logos. Owner acknowledges that
                  -------------------------------------
neither  this  Agreement nor the exercise of any of Owner's rights in respect of
the  Facility.  shall give Owner any rights to the names "Century" or "Legends".

     SECTION  7.26  Manager's Expenses. In connection with Manager's obligations
                    -------------------
under  this Agreement and with Owner's prior approval, Manager may at its option
arrange  for  Century  or its Affiliates to provide such reasonable supervisory,
accounting,  administrative and operational services to Manager as are generally
provided by Century or its Affiliates to its other gaming units. Owner shall pay
Century (or its Affiliates, as the case may be) a commercially reasonable hourly
rate  for such services and shall bear the cost of reasonable travel and related
expenses  for  any  staff of Century or its Affiliates visiting the Facility for
purposes  of  providing  such  services  to  the  Facility.
     SECTION  7.27  Pricing  for  Hotel Rooms. Food & Beverage. Etc. The parties
                    -----------------------------------------------
agree  that  Annexure A (outlining pricing for complimentary hotel rooms, food &
beverage,  etc.)  shall  be  an  integral  part  of  this  Agreement.

                                       24
<PAGE>

                                  ARTICLE VIII

                             DEFAULT/STEP-IN RIGHTS
                             ----------------------

     SECTION  8.1 Default or Event of Default. The occurrence of any one or more
                  ------------------- -------
of  the  events  described in Sections 8.2 and 8.3 which is not cured within the
time  permitted  shall  constitute  a  default under this Agreement (hereinafter
referred  to  as  a "Default" or an Event of Default) as to the party failing in
the  performance  or  effecting  the  breaching  act.

     SECTION  8.2  Manager's Defaults. Manager shall have committed a "Manager's
                   ------------------
Default"  if  Manager  shall:

     (i)   file  a voluntary petition in bankruptcy or insolvency, or a petition
for  relief  or  reorganization  under  any  bankruptcy  or  insolvency  law;

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

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

     (iv)   have  appointed  for  it  a receiver or custodian of or for all or a
substantial  portion  of  the assets of Manager unless removed within sixty (60)
days:

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

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



                                       25
<PAGE>

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

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

     SECTION  8.3  Owner's  Default.  Owner  shall  have  committed  an "Owner's
                   ----------------
Default"  if  Owner  shall:

     (i)   file  a voluntary petition in bankruptcy or insolvency, or a petition
for  relief  or  reorganization  under  any  bankruptcy  or  insolvency  law;

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

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

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

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

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

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

                                       26
<PAGE>

     SECTION  8.4  Delays and Omissions. No delay or omission as to the exercise
                   --------------------
of  any  right  or  power  accruing  upon  any Event of Default shall impair the
non-defaulting  party's  exercise of any right or power or shall be construed to
be  a  waiver  of  any  Event of Default shall impair the non-defaulting party's
exercise of any right or power or shall be construed to be a waiver of any Event
of  Default  or  acquiescence  therein.

     SECTION  8.5  Owner's Remedies. Upon the occurrence of a Manager's Default,
                   ----------------
Owner  shall  be  entitled  to  (i)  terminate this Agreement by Owner's written
notice  of  termination  to  Manager  and  such  termination  shall be effective
forty-five  (45)  days  after  delivery  of  such  notice;  (ii) obtain specific
performance  of  Manager's obligations hereunder and injunctive relief, or (iii)
exercise  Owner's  step-in  rights  as  described  in  Section  8.7  herein.

     SECTION  8.6 Manager's Remedies. Upon the occurrence of an Owner's Default,
                  ------------------
Manager  shall  be entitled to (i) terminate this Agreement by Manager's written
notice  of  termination  to  Owner,  and  such  termination  shall  be effective
forty-five (45) days after delivery of such notice or such time as a new manager
is  appointed,  whichever  is  earlier;  or  (ii) obtain specific performance of
Owner's  obligations  hereunder  and  injunctive  relief  In  the  event  of  a
termination  of  this  Agreement  pursuant  to  clause  (i) of this Section 8.6,
Manager  shall  be  entitled  to  accelerated  payment  of  all of its projected
Management  Fees  for  the remainder of the then applicable ten year period this
Agreement or thirty-six (36) month period following the termination date of this
Agreement,  whatever  is  longer,  such projected Management Fees to be based on
last  year's  Management  Fee  increased by 15% (fifteen percent) per annum. The
parties  hereby  agree  that  the amount payable as liquidated damages described
above  is a reasonable estimate of the amount of damages for termination of this
Agreement  arising  out  of  such  Owner  Default  and  the  termination of this
Agreement  and upon payment thereof Manager shall have no further rights, claims
or  entitlement  to  damages  as  a  consequence  of  such  termination.

     SECTION  8.7     Step-In  Rights.
                      ---------------

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

                                       27
<PAGE>

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

     SECTION  8.8  Remedies  Nonexclusive.  No remedy granted to either Owner or
                   ----------------------
Manager  under  Sections  8.5,  8.6  and  8.7,  respectively,  is intended to be
exclusive  of any other remedy herein or by General Law provided, but each shall
be  cumulative and shall be in addition to every other remedy given hereunder or
now  or  hereafter  existing  at  law  or  in  equity.

     SECTION  8.9  Manager Responsibilities. In the event of termination of this
                   ------------------------
Agreement.  Manager  will relinquish control of the Bank Accounts. Manager shall
make  its  Senior  Staff  available  to Owner for a period of sixty (60) days at
Owner's  expense  to  ensure  an  orderly  and  uninterrupted  transition of the
management  of the Facility. Owner shall reimburse Manager for all out-of-pocket
expenses, personnel costs and allocated overhead incurred during said sixty (60)
day  period.

                                       28
<PAGE>

                                   ARTICLE IX

                  CERTAIN RIGHTS AND RESPONSIBILITIES OF OWNER
                  ------- ------ --- ---------------- -- -----

     SECTION  9.1  Owner's  Advances. Owner shall advance to Manager on a timely
                   -----------------
and  prompt  basis immediately available funds with which to conduct the affairs
of  and  maintain  the Facility (hereafter referred to as "Owner's Advances") as
set  forth  in  this  Agreement  and  as  otherwise  provided  hereunder.

     SECTION 9.2 Development Plan Funding.Owner shall timely fund to Manager the
                 -------------------------
initial  amounts  agreed  to by the parties set forth in the Development Plan or
any  revisions  thereof  approved  by  Owner. In the event that Owner or Manager
anticipates  a delay in the opening of the Facility beyond the Estimated Opening
Date,  each  shall  be  obligated to immediately notify the other in writing and
Owner  shall,  at  the  request  of  Manager, at any time and from time to time,
deposit  with  Manager  any additional amounts that are reasonably- necessary to
pay  the additional Pre--Opening Expenses attributable to the delay, which shall
include,  without  limitation, wages and other expenses relating to the Facility
personnel  already  employed

     SECTION  9.3  Initial  Cash  Needs  Thirty (30) days prior to the Estimated
                   --------------------
Opening  Date,  Owner  shall  fund  to  Manager the Working Capital necessary to
commence  operating  the  Facility,  as  established  by  Manager.

     SECTION  9.4  Working  Capital Dome the Term of this Agreement, within five
                   ----------------
(5)  business  Days  after  receipt of written notice front Manager, Owner shall
fund  Owner's  Advances adequate to insure that the Working Capital set forth in
the  applicable  Annual  Operating Plan as revised pursuant to the provisions of
Section  7,  is  sufficient  to  support the uninterrupted and efficient ongoing
operation  of  the  Facility.  The  written  request  for any additional Working
Capital  shall  be submitted by Manager to Owner on a monthly basis based on the
Financial  Statements  and  the  applicable  Annual  Operating  Plan  as revised
pursuant  to  the  provisions  of  Section  7.9.

                                       29
<PAGE>


     SECTION 9.5 Payment of Expenses. Manager shall pay from Net Gaming Proceeds
                 -------------------
the  following  items  in  the  order  of  priority listed below, subject to the
General  Laws,  on  or  before  their  applicable  due  date:

(i)     Operating  Expenses  (including  the  Management  Fee),  expenditures
permitted  pursuant  to Sections 7.22 and 7.23, and other payments due under the
Purchase;  and

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

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

Manager's responsibility to make any of the foregoing payments is subject to and
conditioned  upon  Owner making available funds sufficient to make such payments
from  Net Gaming Proceeds or otherwise in the order set forth above. Owner shall
have  the  right to elect to pay directly (rather than have Manager pay) rental,
fees  and  other  payments due under the Purchase, or debt service upon five (5)
days'  written  notice  to  Manager  and in such event Manager shall disburse to
Owner  from  gross  revenues (subject to the prior payment of expenses listed in
clause (i) above) funds in such amounts and at such times as may be necessary to
pay  such  expenses  on  or  before  the  date such expenses are due, subject to
various Casino Bankroll and Working Capital requirements and the availability of
such  funds  otherwise.  Owner shall timely make all payments under this Section
9.5  where  Owner  has requested the right to make such payments directly and if
Owner  fails to make such payments, Owner's right to make such payments directly
shall  cease  until  Owner  has brought all such obligations current. Nothing in
this  Section  9.5  shall be deemed to relieve Owner from its obligations to pay
Management  Fees  in  a timely manner in accordance with Article IV or to comply
with the time requirements set forth in Articles IV and VIII or to pay any other
obligation  of  Owner  under  this  Agreement.  Notwithstanding  anything to the
contrary  in  this Agreement, Manager shall have the right to offset any amounts
due  from  Manager,  if  any, under this Agreement against any unpaid Management
Fee.

     SECTION 9.6 Casino Bankroll In addition to the initial cash needs described
                 ---------------
in Section 9.3 herein, at least fifteen (15) days prior to the Estimated Opening
Date.  Owner  shall  provide the initial Casino Bankroll and shall maintain such
amount throughout the Term of this Agreement. If the Casino Bankroll required to
be  provided  by  Owner  pursuant  to  this  Section  9.6  is  not sufficient to
adequately  fund  Casino Gaming Activities or is depleted as a result of losses,
Owner  shall fund Casino Bankroll in an amount sufficient to carry on the Casino
Gaming Activities and in a manner which complies with Governmental Requirements.

                                       30
<PAGE>

     SECTION  9.7  Optional Funding by Manager. In the event Owner fails to fund
                   ---------------------------
any Owner's Advance within the specific time period set forth in this Article IX
or make any other payment required to be made by Owner hereunder, or if sums are
required  prior  to such time as Owner is obligated to advance the same, Manager
may,  at  its  sole option, upon five (5) days' written notice to Owner, without
assuming  any  liability  for  the  payment  of  any account, advance the amount
required,  or  any  portion thereof, on behalf of Owner. The amount advanced and
paid on behalf of Owner ("Manager's Advances") shall be reimbursed on demand and
shall  bear  interest  at  the Default Rate until Manager is reimbursed in full,
including all accrued interest. The funding of any Manager's Advance does not in
any  manner  waive  any rights or remedies granted to Manager under the terms of
this  Agreement,  including the right to declare Owner in Default as provided in
Article  VIII  and  to  proceed  with  any  remedies granted under Article VIII.

     SECTION  9.8  Cooperation  of  Owner  and  Manager. Owner and Manager shall
                   ------------------------------------
cooperate  fully with each other during the Term of this Agreement to facilitate
the  performance  by  Manager  of Manager's obligations and responsibilities set
forth  in  this  Agreement  and  to  procure  and  maintain all Construction and
Operating  Permits. Owner shall provide Manager with such information pertaining
to  the  Purchase,  Governmental  Requirements and the Facility necessary to the
performance  by  Manager  of  its obligations hereunder as may be reasonably and
specifically-  requested  by  Manager  from  time  to  time.


                                    ARTICLE X

                               LICENSE PROTECTION
                               ------- ----------

SECTION  10.1 Owner Denial. If at any time (i) either Owner or any Person owning
              ------------
any  partnership  interest  or  any  of  the issued and outstanding stock of (or
beneficial  interest  in)  either  Owner or an Affiliate of Owner, or a partner,
limited  partner,  officer  or director of either is (x) denied a license, found
unsuitable,  or is denied any other Approval with respect to the Facility or any
other  gaming  operation anywhere by a Gaming Authority because of such Person's
misconduct  or association with any other Person who is reputed to be controlled
by Persons known to be engaged in criminal activities, or (y) is required by any
Gaming Authority to apply for an Approval and does not apply within any required
time  limit (including extensions, if any), wrongfully withdraws any application
for  Approval,  and  if the result of the foregoing has or would have an adverse
affect  on Manager or any Affiliate of Manager with respect to its operation, or
ownership  of  a  casino  under any Gaming Authority or does or would materially
delay  obtaining  any Approval affecting Manager or any Affiliate of Manager, or
(ii)  any  Gaming  Authority  commences  any  suit  or proceeding against either
Manager or an Affiliate or to terminate or deny any right or Approval of Manager
or  any  Affiliate  because of a final determination of unsuitability or similar
finding  concerning  Owner,  any  Affiliate  of  Owner  or  any  Person owning a
beneficial  interest  in  Owner or an Affiliate of Owner or (iii) the compliance
committee  of Manager reasonably determines that Owner, or any Person owning any
partnership  interest  or  any  of  the  issued  and  outstanding  stock  of (or
beneficial  interest in) Owner or an Affiliate of Owner may jeopardize Approvals
held  by  Manager  or  its  Affiliates,  or the current status of Manager or its
Affiliates  with  any Gaming Authority (all of the foregoing events described in
clauses (i)-(iii) above are collectively referred to as an "Owner Denial"), said
Owner  Denial shall be a Default and shall entitle Manager to its remedies under
Article  VIII.  Said  Owner  Denial  shall  not be an Event of Default, however,
providing Owner ends such association within such period of time, if any, as the
Gaming  Authority  and/or  Manager's  compliance committee gives for terminating
such  association.  Owner  and all Persons associated with Owner shall promptly,
and  in  all  events  within  any  time  limit established by law or such Gaming
Authority,  furnish  each  Gaming  Authority  any  information requested by such
Gaming Authority and shall otherwise fully cooperate with all Gaming Authorities
including  any  required  inspections.

                                       31
<PAGE>
     SECTION  10.2 Manager's South Africa Licensing. Manager shall apply for and
                   --------------------------------
pursue all Manager Operating Permits or licenses, and use best efforts to assist
Owner  in  obtaining  Owner  Operating  Permits or licenses, as expeditiously as
possible.  Manager shall not be obligated to accept any conditions to obtain any
Manager Operating Permit which imposes any liabilities, financial obligations or
performance  obligations  not  required  by  this  Agreement.

     SECTION  10.3  Manager  Denial.  If  at  any  time  (i) either Manager, any
                    ---------------
Affiliate  of Manager or any Person associated in any way with Manager is denied
a license, found unsuitable, or is denied any other Approval with respect to the
Facility  or  any other gaming operation by a Gaming Authority or is required by
any  Gaming  Authority  to  apply  for an Approval and does not apply within any
required  time  limit  (including  extensions, if any), wrongfully withdraws any
application  for  Approval, and if the result of the foregoing has or would have
an  adverse effect on Owner or any Affiliate of Owner or any officer or director
of  Owner  or its Affiliates with respect to such person's or its operation of a
casino  under  any Gaming Authority, or does or would materially delay obtaining
any  Approval  affecting  Owner  or  any  Affiliate of Owner, or (ii) any Gaming
Authority commences any suit or proceeding against either Owner or any Affiliate
because  of a final determination of unsuitability or similar finding concerning
Manager,  any Affiliate of Manager or any Person owning a beneficial interest in
Manager (all of the foregoing events described in clauses (i) and (ii) above are
collectively  referred  to  as  a  "Manager  Denial"), said Manager Denial shall
entitle  Owner  to  terminate  this  Agreement.  If Owner exercises its right to
terminate  this  Agreement pursuant to this Section 10.3 solely as the result of
an  association of Manager or any Person associated with Manager, this Agreement
shall not terminate if Manager ends such association within such period of time,
if  any, as the Gaming Authority gives for terminating such association, Manager
and all Persons associated with Manager shall promptly, and in all events within
any time limit established by General Law or such Gaming Authority, furnish each
Gaming  Authority  any  information requested by such Gaming Authority including
any  required inspections. The purpose of this Section 10.3 is solely to protect
existing  licenses  of  Owner  and  Owner's  Affiliates  and of their respective
officers  and directors. This Section 10.3 does not apply to any-event described
above  that  does  not  jeopardize the continued viability of such licenses. Any
Manager Denial that is attributable in whole or in part to the acts or omissions
of  Owner  shall  not  entitle  Owner  to  terminate  this  Agreement.

     SECTION  10.4 Owner's South Africa Licensing. Owner shall timely obtain and
                   ------------------------------
maintain  any  Owner Operating Permits the responsibility for the maintenance of
which  Owner  has  not  requested  of  Manager  pursuant  to  this  Agreement.

                                   ARTICLE XI

                      OWNER'S COVENANTS AND REPRESENTATIONS
                      ------- --------- --- ---------------

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

     SECTION  11.1  Corporate Status. Owner is a company duly organized, validly
                    ----------------
existing,  and  in  good  standing  under  the laws of South Africa and has full
corporate  power to enter into this Agreement and execute all documents required
hereunder.
                                       32
<PAGE>

     SECTION  11.2 Authorization The making, execution, delivery and performance
                   -------------
of  this  Agreement  by  Owner  has  been  duly  authorized  and approved by all
requisite action of the Board of Directors of Owner, and this Agreement has been
duly  executed  and  delivered  by  Owner  and  constitutes  a valid and binding
obligation  of  Owner,  enforceable  in  accordance  with  its  terms.

     SECTION  11.3  Other Agreements. Neither the execution and delivery of this
                    ----------------
Agreement  by  Owner  nor  Owner's performance of its obligations hereunder will
result  in  a  violation or breach of or constitute a default with respect to or
accelerate  the  performance required under any other agreement or obligation to
which  Owner  is  a  party or is otherwise bound or to which the Facility or any
part  thereof is subject, and will not constitute a violation of any General Law
to  which  Owner  or  the  Facility  is  subject.


     SECTION  11.4  Documentation.  If necessary to carry out the intent of this
                    -------------
Agreement,  Owner agrees to execute and provide to Manager, on or after the date
hereof any and all other instruments, documents and agreements necessary to make
this  Agreement fully and legally effective, binding and enforceable between the
parties  hereto  and  as  against  third  parties.

     SECTION  11.5  Related  Contracts. Owner shall cause the timely payment and
                    ------------------
performance  of  all  its obligations under the Purchase, loan documents and all
other  contracts  related to the development and operation of the Facility other
than  such  responsibilities  as  are  imposed  upon  Manager  pursuant  to this
Agreement;  provided, however, that Owner shall fund all such obligations to the
extent  gross  revenues  are  sufficient  therefor.


                                   ARTICLE XII

                     MANAGER'S COVENANTS AND REPRESENTATIONS
                     ------------------- -------------------

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

     SECTION  12.1  Corporate  Status.  Manager is a corporation duly organized,
                    -----------------
validly  existing,  and in good standing with full corporate power to enter into
this  Agreement  and  execute  all  documents  required  hereunder.

     SECTION 12.2 Authorization. The making, execution, delivery and performance
                  -------------
of  this  Agreement  by  Manager  has  been  duly authorized and approved by all
requisite  action  of  the Board of Directors of Manager, and this Agreement has
been  duly executed and delivered by Manager and constitutes a valid and binding
obligation  of  Manager,  enforceable  in  accordance  with  its  terms.

     SECTION  12.3  Other Agreements. Neither the execution and delivery of this
                    ----------------
Agreement by Manager nor Manager's performance of its obligations hereunder will
result  in  a  violation or breach of or constitute a default with respect to or
accelerate  the  performance required under any other agreement or obligation to
which  Manager  is  a  party  or  is  otherwise  bound and will not constitute a
violation  of  any  General  Law  to  which  Manager  is  subject.

SECTION  12.4  Documentation  If  necessary  to  carry  out  the  intent of this
               -------------
Agreement,  Manager agrees to execute and provide to Owner, on or after the date
hereof  any  and  all  other  instruments,  documents and agreements that may be
necessary  to  make  this  Agreement  fully  and  legally effective, binding and
enforceable  between  the  parties  hereto  and  against  third  parties.

                                       33
<PAGE>

                                   ARTICLEXIII

                               UNAVOIDABLE DELAYS
                               ------------------

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

                                       34
<PAGE>

                                   ARTICLE XIV

                                    INSURANCE
                                    ---------

     SECTION  14.1     Operating  Insurance
                       --------------------

     (a)     Owner  shall  procure  all insurance coverages deemed necessary and
adequate  by  Manager  (the  "Required  Coverage")

     (b)          The  premiums  for  all  insurance obtained in accordance with
this  Section  XIV  shall  be  Operating  Expenses

     (c)     Manager  shall  be  required  to  provide  the  following:

(i)     Prompt  reporting  of  any  incident  or potential claim on or about the
premises:
(ii)     Assist  and  cooperate  in  the  adjustment  of  all  claims;
(iii)     Implementation  and  monitoring  of  all  loss  control  practices  as
required  by  Owner  or  various  insurance  companies;  and
     (iv)     Advise  Owner  of  any unsafe conditions or hazards brought to the
attention  of  Manager  during  the  Term  of  this  Agreement.

     SECTION 14.2 Other Insurance. Owner shall procure and maintain at all times
                  ---------------
during  the  Term  of this Agreement insurance (subject to reasonable deductible
amounts  as  determined  by  Manager and as available and consistent with market
conditions)  protecting  the  real  and  personal property of the Casino against
fire, with all risks coverage against fire, with all risk coverage against other
perils,  including  vandalism,  malicious  mischief,  flood, hurricane, tornado,
earthquake,  lightning,  aircraft  and  explosion, and also including boiler and
machinery  and  business  interruption  with  ordinary payroll coverage and such
other insurance as is required by the Purchase or the loan documents (excluding,
however,  insurance  described  in  Section  14.3)  or  commonly  or  prudently
maintained  by  owners  of  similar  properties  similarly  used,  in  the  full
replacement  value  at  an  agreed  amount, including cost of debris removal and
increased  cost  of  construction  ("Property  Insurance").  Owner  shall obtain
builder's  risk  and  workman's  compensation,  commercial general liability and
automobile  liability c overage during all construction. Owner shall also obtain
all  insurance  necessary  to  insure  the  Casino as provided for in the Casino
Management Agreement. Owner shall also procure such additional kinds of coverage
that  Manager  determines  shall  be  reasonable and prudent with respect to the
Facility  or  as  reasonably required by lender(s) or the terms of the Purchase.

     SECTION  14.3 Parties to be Covered by Insurance: Location of Policies. All
                   --------------------------------------------------------
policies  of  insurance  procured  pursuant  to  Sections  14.1,  14.2  and  any
Governmental Requirements shall name Manager (and, if such insurance is procured
by  Century,  Owner)  as  an  additional  insured  by  policy  endorsement where
permitted  by the terms and conditions of the various policies but in all events
with  respect  to  all  liability  insurance. All policies shall name such other
parties  as  may  be  required  by  the  loan  documents,  the  Purchase and any
Governmental Requirements as the insured persons thereunder, as their respective
interests  may  appear,  and  shall  provide  that  they  shall not be canceled,
modified  or  denied  renewal  without  at  least thirty (30) days prior written
notice  (or  such  longer  period as is required by Law) to each party that is a
named or additional insured thereunder. Owner shall not be required to cause any
Person  other  than  those Persons required to be named pursuant to this Section
14.3  to  be  insured by any insurance policy until thirty (30) days after Owner
has  received  notice  of  such  Person's  interest.

     SECTION  14.4  Rights  of  Manager  and  Owner  to  Receive  Information on
                    ------------------------------------------------------------
Insurance  Matters. Owner and Manager shall furnish each other with certificates
        ----------
of  insurance,  evidencing that the insurance required herein has been procured,
no  later  than thirty (30) days after the approval of the Development Plan. Any
binder  issued  as  interim  proof  must  cc replaced within thirty (30) days of
issuance  with  a  certificate  of  insurance  indicating  a  policy  number.

                                       35
<PAGE>
     SECTION  14.5  Termination of Agreement. In the event of the termination of
                    ------------------------
this  Agreement  for  any reason. Owner shall, at Owner's sole cost and expense,
continue  to  name  Manager  as an additional insured on the liability insurance
coverage  required  by  this  Agreement following the date of the termination of
this  Agreement,  provided  that  Owner's  obligations  under  this sentence are
subject  to  the  availability  of  such  coverage  from  the existing insurance
carrier.  Owner  shall  provide Manager with evidence of the foregoing coverages
following  the  date  of  the  termination  of this Agreement by the delivery of
certificates  of  insurance  evidencing  the current in place coverage, together
with  such  other information as may be reasonably requested, from time to time,
by  Manager.

     SECTION 14.6 Other Insurance Requirements. All the insurance required under
                  ----------------------------
this  Agreement shall be issued by insurance companies authorized to do business
in South Africa with a financial rating of at least an A- status as rated in the
most  recent  edition  of  Best  Insurance Reports, or an equivalent rating by a
responsible  company providing similar services if Best Insurance Reports ceases
to  be  regularly  published.

                                       36
<PAGE>

                                   ARTICLE XV

                             DAMAGE AND CONDEMNATION
                             ---------- ------------

     SECTION  15.1  Minor  Casualty.  In  the event of a Minor Casualty, Manager
                    ---------------
shall  repair  any  damage  or  destruction  at  Owner's  sole cost and expense.

     SECTION  15.2  Major  Casualty. Major Condemnation. In the event of a Major
                    -----------------------------------
Casualty  or a Major Condemnation, this Agreement shall remain in full force and
effect if the Casino or the Facility is repaired or restored within one (1) year
from  the  date of the Major Casualty or the Major Condemnation. If not repaired
or  restored  within  one  year, Owner shall pay to Manager the greater of a sum
equivalent  to  five  percent  (5%)  of  all  insurance  monies  received or the
projected  Management  Fees  for the remainder of this Agreement. Such projected
Management  Fees  shall  be equal to the last year's Management Fee increased by
15%  (fifteen  percent)  per  annum.

     SECTION  15.4 Minor Condemnation. In the event a Minor Condemnation occurs,
                   ------------------
this  Agreement  shall not terminate and Owner shall use the award to repair and
restore  the  Facility,  including,  without  limitation, to the extent required
under  the  Purchase  or  the loan documents.  Manager may separately claim for,
prove and receive an award for any separately compensable rights of Manager that
are  taken  in  any  such  condemnation  action.

                                       37
<PAGE>

                                   ARTICLE XVI

                                 INDEMNIFICATION
                                 ---------------

     Section  16.1  Owner  lndemnitv.  Owner  hereby  covenants  and  agrees  to
                    ----------------
indemnify,  save, and defend at Owner's sole cost and expense and hold harmless.
Manager  and  its  officers,  directors  and  Affiliates  (collectively,  "Owner
Indemnitees"), from and against the full amount of any and all Losses. The term:
"Losses"  shall include, but not be limited to, any and all liabilities, claims,
suits,  administrative  proceedings,  losses,  damages  or  costs,  which may be
asserted against an Owner Indemnitee arising from, or relating to the financing,
construction  or operation of the Facility and shall include expenses of defense
including,  without limitation, attorneys' fees. The term "Losses" also includes
losses  arising  out  of  the  negligence  or  strict  liability  of  any  Owner
Indemnitee.  Each  Owner  Indemnitee  will promptly notify Owner of such action,
suit  or proceeding which relates to any matter covered by the indemnity in this
Section  16.1.


     SECTION  16.2  Manager  Indemnity.  Manager  hereby covenants and agrees to
                    ------------------
indemnify,  save  and  defend,  at  Manager's  sole  cost  and expense, and hold
harmless,  Owner  and  its  officers  and  directors  (collectively,  "Manager
Indemnitees")  from  and  against liabilities, claims, losses, damages, costs or
expenses  that  may be asserted against a Manager Indemnitee solely arising from
or  relating  to the criminal misconduct or fraud of Manager in breach of any of
its  duties  and  obligations  under  this Agreement. Owner will promptly notify
Manager  of  such action, suit or proceeding which relates to any matter covered
by  the  indemnity  in  this  Section  16.2.

     SECTION  16.3  Special  Environmental Indemnity. Owner agrees to indemnify,
                    --------------------------------
defend,  reimburse  and  hold  harmless  Manager  from  and  against any and all
Environmental  Damages  arising  from  the presence of Hazardous Materials upon,
about  or  beneath  the  Site,  or  migrating to or from same, or arising in any
manner  whatsoever  out  of  the  violation  of  any  Environmental Requirements
pertaining  to  the Site, whether or not arising out of Manager's negligence, or
the  breach  of any warranty or covenant or the inaccuracy of any representation
of  Owner  contained  in  this  Agreement.

     SECTION  16.4  Legal  Fees.  Etc.:  Procedures.  Each indemnitor under this
                    -------------------------------
Article  XVI  shall  reimburse  each  indemnitee  for  any legal fees and costs,
including  reasonable  attorneys'  fees  and  other  litigation  or  proceeding
expenses,  even  if  the  claim  is groundless, false, or fraudulent, reasonably
incurred  by  such  indemnitee  in  connection  with  investigating or defending
against  Losses with respect to which indemnity is provided hereunder; provided,
however, that an indemnitor shall not be required to indemnify an indemnitee for
any  payment  made  by  such  indemnitee to any claimant in settlement of Losses
unless such settlement has been previously approved by the indemnitor. If Losses
are  asserted,  or  if any action or suit is commenced with respect thereto, for
which  indemnity  may  be sought against an indemnitor hereunder, the indemnitee
shall notify the indemnitor in writing within ten (10) days after the indemnitee
shall  have  had actual knowledge of the assertion or commencement of the Losses
or  a  claim  which  could  give  rise  to Losses, which notice shall specify in
reasonable  detail  the matter for which indemnity may be sought. The indemnitor
shall  have  the  right,  upon notice to the indemnitee given within thirty (30)
days following its receipt of the indemnitee's notice (or shorter period if such
notice  specifies  such shorter period and provides reasonable reason therefor),
to  take  primary  responsibility, for the prosecution, defense or settlement of
such  matter,  including the employment of counsel chosen by the indemnitor with
the  approval  of  the  indemnitee.  which  approval  shall  not be unreasonably
withheld  or  delayed,  and  payment  of  expenses  in connection therewith. The
indemnitee  shall  provide, without cost to the indemnitor, all relevant records
and  information  reasonablv  required  by  the indemnitor for such prosecution,
defense  or  settlement  and  shall cooperate with the indemnitor to the fullest
extent possible The indemnitee shall have the right to employ its own counsel in
any  matter  with  respect  to  which the indemnitor has elected to take primary
responsibility  for  prosecution  (without  regard  to Section 7.17), defense or
settlement,  but  the  fees and expenses of such counsel shall be the expense of
the  indemnitee  except  when  indemnitee  has  engaged its own counsel due to a
conflict of interest between indemnitors and indemnitees interests in which case
such  fees  and  expenses  shall  be  paid in accordance with this Section 16.4.

                                       38
<PAGE>


                                  ARTICLE XVII

                   RELATIONSHIP, AUTHORITY AND FURTHER ACTIONS
                   ------------- --------- --- ------- -------

     SECTION  17.1  No  Joint  Venture  or  Ownership. Nothing contained in this
                    ---------------------------------
Agreement  nor  any.  acts  of  the  parties shall be deemed or construed by the
parties  or by any third party as (i) creating the relationship of a partnership
or  joint  venture  between  the  parties to this Agreement, or (ii) creating or
vesting  any  right, title, interest, estate, equity participation or beneficial
ownership  interest  in  favor  of  Manager  in  or  to  the Facility except the
contractual  rights created in Manager by this Agreement. Neither any provisions
contained  herein  nor  any  acts  of  the parties shall be deemed to create any
relationship  between  the  parties  other  than  the  relationship of Owner and
Manager,  as  provided  in  this  Agreement.

     SECTION  17.2  Manager  Affiliates.  The  parent  of  Manager  and/or other
                    -------------------
Affiliates  of  Manager  may  provide  service  to,  provide loans and funds to,
negotiate  for,  provide  personnel  to,  and, from time to time take actions on
behalf  of  or for the benefit of Manager by direct dealings with Owner or those
acting  for  it. The parent corporation(s) or Affiliates of Manager shall not be
liable  to  Owner  for  obligations  or  liabilities  of  Manager.

     SECTION 17.3 Arbitration. The exact same article about "Arbitration" of the
                  -----------
Hotel Management Agreement between Owner and Fortes King Hospitality (Pty) Ltd.,
which  is  of  the  same date as this Agreement, shall be incorporated into this
Agreement.


                                  ARTICLE XXIII

                                  MISCELLANEOUS
                                  -------------

     SECTION  18.1 Notices. All notices, demands, consents, requests, approvals,
                   -------
and other communications required or permitted hereunder shall be in writing and
shall  be  deemed  effective  only upon delivery (whether receipt is accepted or
refused)  at  the addresses set forth below (or at such other addresses as shall
be  given  in writing by any party to the others in accordance with this Section
18.1)  Notices  may  be  delivered by hand, registered or certified mail, return
receipt  requested,  or  bonded  private  courier  service.

     If  to  Owner:          _____________________
                    _____________________
Attention:


With  a  copy  to:     _______________________
     _______________________
     _______________________

If  to  Manager:     Centurv  Casinos  Africa  (Pty)  Limited
     c/o  Deloitte  &  Touche
     Attn:     Mr.  David  Parker
     Deloitte  &  Touche  Place,  The  Woodlands
     Woodland  Drive,  Woodmead,  Sandton  2196

     with  a  copy  to:     Century  Casinos,  Inc.
          200   220  East  Bennett  Avenue
          Cripple  Creek,  CO  80813,  USA

                                       39
<PAGE>

     SECTION 18.2 Governing Law. This Agreement shall be governed by the laws of
                  -------------
South  Africa,  without  giving  effect  to  the principles of conflicts of law.
Notwithstanding  the  foregoing,  this  Agreement shall be deemed to include all
provisions  required  by  the Act, and shall be conditioned upon the approval of
the  Gaming Commission and the Enforcement Division. To the extent that any term
or provision contained in this Agreement shall be inconsistent with the Act, the
provisions  of  the  Act  shall govern. All provisions of the Act, to the extent
required  by  law  to  be included in this Agreement, are incorporated herein by
reference  as  if  fully  restated  in this Agreement. The forum for any actions
between  Owner  and  Manager  will  be  a court of competent jurisdiction in the
Province  where  the  Facility  is  located.

     SECTION  18.3  Limitations  on Rights of Third Parties. Except as otherwise
                    ---------------------------------------
set forth herein, nothing in this Agreement is intended or shall be construed to
confer  upon  or  give  any  Person,  other  than  the  parties hereto and their
respective  successors,  any  rights  or  remedies  under  or  by reason of this
Agreement or any transaction contemplated hereby. Provisions herein referring to
Century  or  its Affiliates are included herein for the benefit of such Persons.

     SECTION  18.4 Assignments. This Agreement will be binding upon and inure to
the  benefit of the parties hereto and their respective successors and permitted
assigns  but  will not be assignable or delegable by any party without the prior
written  consent  of  the  other  party; provided, however, that nothing in this
Agreement  is  intended  to  limit  Manager's  ability  to  assign its rights or
delegate its responsibilities under this Agreement to any directly or indirectly
controlled  Affiliate of Manager. This Agreement shall not be assignable without
the  prior  approval  of  the  Gaming  Commission  and the Enforcement Division.

     SECTION  18.5     Unenforceabilitv.     If  any  provision  herein shall be
                       ----------------
held  invalid  or unenforceable, such provision shall not affect the validity or
enforceability  of  any  other  provisions  hereof all of which other provisions
shall,  in  such  case.  remain  in  full  force  and  effect.

     SECTION  18.6  Entire .Agreement and Amendments. This Agreement constitutes
                    --------------------------------
the  entire  understanding  of  the  parties  with respect to the subject matter
hereof  and supersedes all other oral or written agreements between the parties.
This  Agreement  may not be amended, modified, altered or waived, in whole or in
part,  except  by  a subsequent writing signed by each of the parties hereto. No
amendments  may  be  made  to  this Agreement without the approval of the Gaming
Commission.

     SECTION  18.7  Limitation  on Damages. Neither party shall be liable to the
                    ----------------------
other  party  for  any  consequential  damages  resulting  from a breach hereof.

                                       40
<PAGE>

     SECTION  18.8  Confidentialitv. Except as otherwise set forth in Article X,
                    ---------------
both  parties  shall  maintain  confidentiality  with  respect  to  material
developments  in the course of development and operation of the Facility subject
to  Governmental Requirements and General Law. Except as required by any General
Law  (including,  without  limitation,  federal  securities  exchange  and stock
exchange  or  NASD  requirements)  and Gaming Authorities, material confidential
information  shall  only  be  made  available to such of a party's employees and
consultants  as  are  required  to  have  access  to  the  same in order for the
recipient party to adequately use such information for the purposes for which it
was  furnished.  Any  Person  to  whom  such  information  is disclosed shall be
informed  of  its confidential nature and shall agree to keep it confidential as
provided  herein.  Information  provided  by  one  party  to  the other shall be
presumed  confidential  unless the information is (i) published or in the public
domain  other  than  as  a  result  of  any action by the recipient thereof (ii)
disclosed  to the recipient by a third party or (iii) presented to the recipient
under  circumstances  which  clearly  and directly indicate the delivering party
does  not  intend  such  information  to  be  confidential.

     SECTION 18.9 Securities Law Requirements. Owner acknowledges that Century's
                  ---------------------------
parent  company,  Century  Casinos,  Inc.  is  a  publicly held company and that
trading  in  its  securities  based  on  non-public  information or unauthorized
disclosure  or other use of material developments could expose Manager and Owner
to significant penalties. Owner shall take appropriate precautions to inform its
employees  and  independent contractors of such requirements. In the event Owner
or  any  Affiliate  of Owner becomes a publicly-held company, Manager shall take
appropriate precautions to inform its employees and independent contractors that
trading  in  the  securities  of  Owner  or  such  Affiliate based on non-public
information  or  unauthorized  disclosure  or other use of material developments
could  expose  Owner  and  Manager  to  significant  penalties.

     SECTION 18.10 Payment of Fees. In the event of litigation or arbitration of
                   ---------- ----
any  dispute or controversy arising from, in, under or concerning this Agreement
and  any  amendments  hereof  including,  without limiting the generality of the
foregoing,  any  claimed  breach  hereof  any suit for accounting, or action for
dissolution,  the  prevailing  party  in  such  action  or  arbitration shall be
entitled to recover from the other party in such action or arbitration, such sum
as  the court or arbitrator shall fix as reasonable attorneys' fees and expenses
incurred  by  such  prevailing  party.

     SECTION  18.11  No  Waiverof  Default.  No  consent  or  waiver, express or
                     ---------------------
implied.  by  any party to or of any breach or default by any other party in the
performance  by  the  other  of  its  obligations  hereunder  shall be deemed or
construed  to be a consent or waiver to or of any other breach or default in the
performance  by  the  other  party  of the same or any other obligations or such
party  hereunder.  Failure  on  the  part of any party to complain of any act or
failure  to  act  of  the  other party or to declare the other party in default.
irrespective  of  how long such failure continues. shall not constitute a waiver
by  any  such  party  of  its  rights  hereunder.

     SECTION  18.12  Counterparts This Agreement may be execute in any number of
                     ------------
Counterparts,  all  of  which, when taken together, shall constitute one and the
same  instrument.

     SECTION  18.13  Future  Deliveries.  Each  party  will,  from time to time,
                     ------------------
execute and deliver such further instruments and do such further acts and things
as  may  be  reasonably requested by any other party to carry out the intent and
purposes  of  this  Agreement.

SECTION  18.14  Computation  of  Time.  In the computation of any period of time
                ---------------  ----
provided  for  in  this  Agreement,  the day of the act or event from which said
period  of time runs shall be excluded, and the last day of such period shall be
included  unless  it  is  a Saturday, Sunday, or national United States or South
African  holiday,  in which case the period shall be deemed to run until the end
of  the  next  day which is not a Saturday, Sunday, or national United States or
South  African  holiday.  As used in this Agreement "Business Day" for any party
shall  be  a  day  which  is not a Saturday, Sunday or national United States or
South  African  holiday.

                                       41
<PAGE>
SECTION 18.15 First Right of Refusal. During the term of this Agreement, so long
              -------------- -------
as  no events of default by Manager have occurred, Owner shall grant Manager the
first  right of refusal on all of its and/or its Affiliates future gaming casino
projects.  Such  right  shall  be  on  terms  similar  to those outlined in this
Agreement.  Manager shall have sixty (60) days upon receipt of notice from Owner
to  either accept or reject an offer to act as manager of Owner's and/or Owner's
Affiliates  future  gaming  casino  project(s).


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


FOR  CALEDON  CASINO  BID  COMPANY  (PTY)  LTD.




By:  /s/  Leon  Fortes-     Witness:  ____________________________
     -----------------
a  duly  authorized  signatory     Print  name:  ____________________
Position:Director__________
         --------
Print  name:  Leon  Fortes




FOR  CENTURY  CASINOS  AFRICA  (PTY)  LTD

By:/s/  Peter  Hoetzinger                    Witness:  ____________
   ----------------------
A  duly  authorized  signatory                    Print  name:  ___________
Position:  Vice  Chairman
Print  name:  Peter  Hoetzinger

                                       42
<PAGE>