SALE OF SHARES AGREEMENT
                                     between
                          CENTURY CASINOS INCORPORATED
               CALEDON OVERBERG INVESTMENTS (PROPRIETARY) LIMITED
                                       and
                CALEDON CASINO BID COMPANY (PROPRIETARY) LIMITED

<TABLE>
<CAPTION>



TABLE OF CONTENTS
<C>                <S>                                         <C>
                1    INTERPRETATION                                                                   1
                2    INTRODUCTION                                                                     6
                3    SUSPENSIVE CONDITIONS                                                            6
                4    SALE                                                                             8
                5    PURCHASE PRICE AND PAYMENT                                                       9
                6    RESTRICTIONS ON RESTRICTED CENTURY STOCK                                        11
                7    DELIVERY AND CLOSING                                                            13
                8    RISK AND BENEFIT                                                                13
                9    WARRANTIES                                                                      13
               10    ANNOUNCEMENT AND CO-OPERATION                                                   14
               11    BREACH                                                                          15
               12    ARBITRATION                                                                     15
               13    GOVERNING LAW AND JURISDICTION                                                  16
               14    DOMICILIUM AND NOTICES                                                          16
               15    GENERAL                                                                         17
               16    COSTS                                                                           18

                   ANNEXURES
                   ANNEXURE A-                                 RESOLUTION OF THE DIRECTORS OF PURCHASER
                   ANNEXURE B                                  RESOLUTION OF THE DIRECTORS OF SELLER
                   ANNEXURE C-                                 RESOLUTION OF THE MEMBERS OF SELLER
</TABLE>
<PAGE>
SALE  OF  SHARES  AGREEMENT

between

CENTURY  CASINOS  INCORPORATED

CALEDON  OVERBERG  INVESTMENTS  (PROPRIETARY)  LIMITED

and

CALEDON  CASINO  BID  COMPANY  (PROPRIETARY)  LIMITED

1     INTERPRETATION

      In  this agreement, clause headings are for convenience and shall not be
      used in its  interpretation  and,  unless  the  context  clearly
      indicates  a  contrary intention,  -

1.1     an  expression  which  denotes  -

1.1.1     any  gender  includes  the  other  genders;

1.1.2     a  natural  person  includes an artificial or juristic person and vice
          versa;

1.1.3     the  singular  includes  the  plural  and  vice  versa;

1.2     the following expressions shall bear the meanings assigned to them below
        and  cognate  expressions  bear  corresponding  meanings  -

1.2.1     "the  Act"  -  the  Companies  Act,  61  of  1973,  as  amended;

1.2.2     "the/this  agreement"  - the agreement as set out herein together with
          all  its  annexures,  as  amended  from  time  to  time;

                                        1
<PAGE>
1.2.3     "business  day"  -  any day other than a Saturday, Sunday or official
          public  holiday  in  the  Republic  of  South  Africa;

1.2.4     "claims"  -  R4 500 000 of the seller's claims on loan account against
          the  company  as  at  the  effective  date;

1.2.5     "the  closing  date" - the fifth business day after the last condition
          has  been  fulfilled  or  waived;

1.2.6     "company"  -  Caledon  Casino  Bid  Company  (Proprietary)  Limited,
          registration number 1996/10708/07, a private company with limited
          liability duly incorporated  in  accordance  with  the  laws  of
          the Republic of South Africa;

1.2.7     'conditions"  -  the  suspensive  conditions  set  out  in  3.1;

1.2.8     "documents  of  title"  -  collectively  -

1.2.8.1     share  certificates  in  respect  of  the  shares  together
            with  share  transfer  forms  in  respect  thereof  duly
            completed  and  signed  by  the  register  holder(s)  of  the
            shares  in  accordance  with  the  provisions  of  the  Act
            and  the  memorandum  and  articles  of  association  of  the
            company,  blank  as  to  transferee  and  dated  not  more
            than  three  days  prior  to  the  effective  date;

1.2.8.2     a  written  and  signed  cession  of  the  claims  in favour of
            the  purchaser  or  its  nominee;

1.2.8.3     a  certified  copy  of  a  resolution  of  the directors of the
            company,  passed  in  accordance  with  the  Act  and  the
            memorandum  and  articles  of  association  of  the
            company  approving  the  transfer  of  the  shares  into  the
            name  of  the  purchaser  or  its  nominee  and

                                        2
<PAGE>
            acknowledging  the  cession  of  the  claims  to
            the  purchaser  or  its  nominee;  and

1.2.8.4     a  certified  copy  of  a  resolution of the members of the company,
            passed in accordance with the Act and the memorandum and articles
            of association of  the  company  appointing  six  nominees of the
            purchaser as directors of the company;

1.2.9       "effective date" - notwithstanding the date on which this agreement
            is signed  by  the party signing last in time, the effective date
            shall be November 1,2000

1.2.10      "Empowerco"  -  Overberg  Empowerment  Company  Limited,
            registration  number  [97/00328/06],  a  public company  with
            limited  liability  duly  incorporated  in  the Republic of South
            Africa;

1.2.11      "parties"  -  the  purchaser,  the  seller  and  the  company;

1.2.12     "pledge" - the written pledge of shares and claims by the seller to
           PSGIB  in  terms of which the seller pledged and ceded in security
           the shares to PSGIB  dated  [  13  April  2000];

1.2.13     "preferred  shareholders"  -  Empowerco  and  the  Trust;

1.2.14     "PSGIB"  -  PSG  Investment Bank Limited, registration number
           1998/817396/06,  a  public  company  with  limited  liability
           duly incorporated in the Republic  of  South  Africa;

1.2.15     "purchaser" - Century Casinos Incorporated, a company incorporated in
           the  State  of  [Delaware  ],  United States of America herein
           represented by Mr Peter  Hoetzinger  in  his capacity  as
           [President  and  Vice  Chairman  I of the purchaser, he being duly
           authorised  thereto,  by  virtue  of  a
                                        3
<PAGE>

           resolution  of the directors of the purchaser, a copy of which is
           annexed hereto markiid  A;

1.2.16       "purchase  price"  -  the  purchase  price  for  the shares and the
             claims  set  out  in  5.1;

1.2.17       "seller"  -  Caledon  Overberg  Investments (Proprietary)  Limited,
             registration  number  [96/06728/07                     1,  a
             private company  with  limited  liability duly incorporated
             according to the laws of the Republic of South Africa, herein
             represented by Mr [Leon Fortes] in his capacity as  a  director
             of the seller, he being duly authorised thereto, by virtue of a
             resolution  of  the  directors  of the seller' a copy of which
             is annexed hereto marked B, and a resolution of the members of
             the seller duly adopted in terms of section  228  of  the  Act,
             a  copy  of  which  is  annexed  hereto  marked  C;

1.2.18       "shareholders'      agreement"  -  a written      shareholders'
             agreement to be concluded between the preferred shareholders, the
             purchaser, the seller  and  the  company  contemporaneously  with
             this agreement regulating the affairs  of  the company and the
             relationship of the preferred shareholders, the seller  and  the
             purchaser  as  shareholders  of  the  company,

1.2.19       "shares" - ordinary par value shares of Rl each in the share
             capital of the company constituting 15 % of the entire issued
             ordinary share capital of the  company  on  the  effective date,
             being 600 ordinary par value shares of Rl each  in  the  share
             capital  of  the  company;

1.2.20       "signature date" - them date on which this agreement is signed by
             the party  signing  last  in  time;

1.2.21       "the Trust" - The Overberg Community Trust, master's reference
             number [  ]
                                        4
<PAGE>
1.2.22       US$ - United States Dollars, the lawful currency of the
             United States of  America;

1.3        any reference to any statute, regulation or other legislation shall
           be a reference  to  that statute, regulation or other legislation as
           at the signature date,  and  as  amended  or  substituted  from  time
           to  time;

1.4        if any provision in a definition is a substantive provision
           conferring a right  or  imposing  an obligation on any party then,
           notwithstanding that it is only  in  a  definition, effect shall be
           given to that provision as if it were a substantive  provision  in
           the  body  of  this  agreement;

1.5        where  any term is defined within a particular clause other than
           this 1, that  term  shall  bear the meaning ascribed to it in that
           clause wherever it is used  in  this  agreement;

1.6        where any number of days is to be calculated from a particular day,
           such number  shall  be  calculated as excluding such particular day
           and commencing on the next day.  If the last day of such number so
           calculated falls on a day which is  not  a  business day, the last
           day shall be deemed to be the next succeeding day  which  is  a
           business  day;

1.7        any  term  which refers to a South African legal concept or process
           (for example,  without  limiting  the aforegoing, winding-up or
           curatorship) shall be deemed  to include a reference to the
           equivalent or analogous concept or process in  any  other
           jurisdiction in which this agreement may apply or to the laws of
           which  a  party  may  be  or  become  subject;

1.8        the  use  of the word "including" followed by a specific example/s
           shall not be construed as limiting the meaning of the general wording
           preceding it and the  eiusdem  generis  rule  shall  not be applied
           in the interpretation of such general  wording  or  such  specific
           example/s.
                                        5
<PAGE>
2      INTRODUCTION

2.1        The  seller  is  the  owner  of the shares and the holder of the
           claims.

2.2        The purchaser wishes to acquire the shares and the claims and the
           seller is  willing to sell same to the purchaser on the terms and
           conditions set out in this  agreement.

3      SUSPENSIVE  CONDITIONS

3.1        This  agreement,  save  for  the  provisions  of 1, 3 and 12 to 15
           (both inclusive)  which  will  be  of  immediate  force  and
           effect, is subject to the suspensive  conditions  that,  by  no later
           than  30  January  2001  -

3.1.1        PSGIB  consents in writing to the to the sale of shares set out
             herein and  agrees  (either unconditionally or subject to the
             condition that the shares and the claims are again pledged to it
             in security)to release the shares and the claims  from  the pledge
             in order to allow same to be delivered to the purchaser
             in  terms  hereof;

3.1.2        the  seller  obtaining all necessary regulatory and other approvals
             to the  transaction  set  out herein including the written approval
             of the exchange control  authorities  of  the  Republic  of  South
             Africa;

3.1.3        the  Western  Cape  Gambling  Board  consents  in  writing  to
             the transactionset  out  herein  in  terms  of  applicable
             legislation to which the company  is  subject;

3.1.4        the  preferred  shareholders  consent  in  writing  to the sale
             of the shares  as  set  out  herein;  and
                                        6
<PAGE>
3.1.5        the  seller,  the  purchaser,  the preferred shareholders and the
             company  conclude  the  shareholders'  agreement  and  that  the
             shareholders  agreement  becomes  unconditional  as  a  result of
             the  timeous  fulfilment of all suspensive conditions to which it
             may  be  subject  (save  for  any  such  suspensive  condition
             requiring  to  this  agreement  becoming  unconditional).

3.2        The  conditions have been inserted for the benefit of both the
           purchaser  and  the  seller  who  may,  collectively  but  not
           individually,  in writing  only  at  any time, waive compliance
           therewith or extend the date  by  which  they  or  any  of
           them  is  to  be  fulfilled.

3.3        Should  any  of  the conditions not be fulfilled or waived, as
           the  case may  be,  by the latest date permitted in terms of 3.2,
           then this agreement,  save  for  the  provisions of 1, 3 and 12
           to 15 (both inclusive)  which shall continue to bind the parties,
           shall never become effective  and  shall  be  of  no  force  or
           effect  and  -

3.3.1        to  the  extent  that this agreement may have been partially
             implemented,  the  parties  shall  be  restored to the status quo
             ante;  and

3.3.2        no  party shall have any claim against any other arising out
             of or  in  connection  with  this  agreement  except as
             contemplated in  this  clause  3.

3.4        The  parties  shall  use  their  respective best endeavours to
           procure  the timeous  fulfilment  of  the  conditions.

4     SALE

4.1        The  seller  sells and cedes to the purchaser, which purchases
           and accepts  from  the  seller, the shares and the claims  -

                                        7
<PAGE>
4.1.1        with  effect  from  the  effective  date;  and

4.1.2        as one indivisible transaction, on the terms and conditions set
             out in this  agreement.

4.2        To  the  extent required in law, the company consents to the sale
           of the claims,  being only a portion of the seller's claims on loan
           account against the company,  to  the  purchaser.

5     PURCHASE  PRICE  AND  PAYMENT

5.1       The purchase price payable by the purchaser to the seller for the
          shares and  the  claims  is  an  amount  of  US$l  800  000
          ("the  purchase  price")

5.2       The  Rand  equivalent  of  the  purchase price (determined at the
          ruling Rand:US$  exchange  rate  on  the  closing  date)  shall
          be  apportioned  -

5.2.1       as  to  the  claims,  the face value thereof as at the effective
            date, being  R4  500  000;  and

5.2.2       as  to  the  shares,  the  balance.


5.3       Notwithstanding  the  effective  date  or anything else contained
          herein
            interest  at  1  6%  pa  will  be  paid  by  the  company  to
            the seller on the face  value  of  the  claims  from October 11,
            2000  to  the  closing  date

5.4       The  purchase price shall be paid by the purchaser to the
          seller  as  in full on the closing date at the meeting referred
          to in 6.1 against compliance by the  seller with  its  obligations
          in  terms  of  6  .
                                        8
<PAGE>
5.5       The  purchase  price  shall  be  paid  in full by a certified funds
          transfer  or similar guaranteed payment into such South African
          blink account at an  authorised  dealer  as  the  seller  may
          notify  the  purchaser in writing.

6     DELIVERY  AND  CLOSING

6.1       At  10:00  on  the closing date, representatives of the
          purchaser  and the  seller  shall  meet  at the offices of
          [Fortes King ] situated at [64 Kloof Street  ],  Cape  Town.

6.2       At  the  meeting  referred  to  in  6.1, the seller shall deliver to
          the purchaser  the  documents  of  title, which delivery the purchaser
          shall accept.

6.3       The  seller furthermore agrees to sign all such documents and further
          do all  such  things  as  may be necessary to give effect to the
          provisions of this agreement  and  to  procure  the  transfer  of the
          shares and the claims to the
          purchaser.

7     RISK  AND  BENEFIT

7.1       All risk and benefit in and to the shares shall pass to the purchaser
          as from  the  effective  date.

7.2       Ownership  in  respect  of the shares shall pass to the purchaser on
          the effective  date.

7.3       The  shares  are  sold  cum  dividend.

8     WARRANTIES

      The  seller  hereby  warrants  to the purchaser, as material warranties
      and this agreement  is  accordingly  based  thereon,  that  -

                                        9
<PAGE>
8.1       it  is  and  will  be, as at the effective date, the sole registered
          and beneficial  owner of the shares and will be reflected in the
          register of members of  the  company  as  such;

8.2       it  is  and  will be, as at the effective date, the beneficial
          holder of the  claims,  save  for  the  Subordination  Agreement
          in  favour  of  PSGIB;

8.3       the shares will, when delivered to the purchaser, be free of any
          pledge, lien,  hypothec,  notarial  bond  or  encumbrance whatever
          and free of all other rights of retention or pre-emption, save for
          an undertaking that the shares will be  repledged  to  PSGIB;

8.4       upon  delivery of the documents of title by the seller to the
          purchaser, ownership  of  the  shares  will  pass  to  the
          purchaser;

8.5       it  has  the legal capacity, competence and authority to enter into
          this agreement  and  to consummate the transaction contemplated in
          this agreement and neither  the  entering  into  nor  the
          implementation  of  this  agreement will adversely  effect  the
          rights  of  any  third  party.

9      ANNOUNCEMENT  AND  CO-OPERATION

9.1       The  parties  undertake  to do all such things, perform all such
          actions and  take  all  such  steps  and  to  procure  the doing of
          all such things, the performance  of all such actions and the taking
          of all such steps as may be open to them and necessary for or
          incidental to the implementation or the maintenance of  the  terms,
          conditions  and/or  import  of  this  agreement.

9.2       Neither  party  shall  be  entitled  to make any announcement within
          the Republic  of  South Africa concerning this agreement or the
          transaction referred to  herein,  unless prior to making such
          announcement, it has obtained the prior written  consent  of  the
          other  party.  Notwithstanding  the  aforesaid,  the purchaser
          shall be entitled to make any announcement outside of the Republic of
          South  Africa
                                       10
<PAGE>
          concerning  this  agreement  or  the  transaction  referred  to
          herein  without obtaining  the  consent  of  the  seller.

10     BREACH

       Should  either  the  seller  on  the one hand or the purchaser on the
       other hand ("the  party  in  default") commit a breach of any term,
       condition, undertaking, warranty  or  representation  contained  in
       this  agreement  and  -

10.1     should  such  breach  be  incapable  of  being  remedied;  or

10.2     should such breach be capable of being remedied and should the party in
         default  fail  to remedy such breach within thirty days after receipt
         of written notice  to  that  effect  from  the  other  of  them, such
         other party shall be entitled, without prejudice and in addition to
         all of its  other  rights in terms hereof or at law, to cancel this
         agreement forthwith by  way  of  written  notice  to  such  effect
         to  all  the  other  parties.

11     ARBITRATION

11.1     Any disputes arising from or in connection with this agreement shall if
         so  required  by any party by giving written notice to that effect to
         the others be  finally  resolved in accordance with the rules of the
         Arbitration Foundation of  Southern  Africa  ("AFSA")  in  Cape  Town
         by  an arbitrator or arbitrators appointed  by AFSA.  There shall be
         a right of appeal as provided for in article 22  of  the  aforesaid
         rules.

11.2    Each  party  to  this  agreement  -

11.2.1    expressly consents to any arbitration in terms of the aforesaid rules
          being  conducted  as  a  matter  of  urgency;  and

11.2.2    irrevocably  authorises  any of the others to apply, on behalf of all
          parties  to  such  dispute,  in  writing,  to  the  secretariat  of
                                       11
<PAGE>

          AFSA  in  terms of article 23(l) of the aforesaid rules for any
          such arbitration to  be  conducted  on  an  urgent  basis.

12     GOVERNING  LAW  AND  JURISDICTION

12.1    This  agreement  shall  in  all  respects  (including its  existence,
        validity,  interpretation,  implementation,  termination  and
        enforcement)  be governed  by  the  law  of  the  Republic of South
        Africa which is applicable to agreements  executed  and  wholly
        performed within the Republic of South Africa.

12.2    Subject  to  12,  the  parties  hereby  consent  and  submit  to  the
        jurisdiction  of the High Court of the Republic of South Africa (Cape
        Provincial Division)  in  respect  of  any dispute or claim arising
        out of or in connection with  this  agreement.

13     DOMICILIUM  AND  NOTICES

13.1    The  parties choose domicilium citandi et executandi ("domicilium") for
        all purposes relating to this agreement, including the giving of any
        notice, the payment  of  any  sum,  the  serving  of  any  process,
        as  follows  -

13.1.1       the  seller       physical         64  Kloof  Street
                                                          Gardens
                                                             8001
                               facsimile            021-423  4407

13.1.2       the  purchaser                     1  Nerina  Street
             c/o  Caledon  Casino                         Caledon
                                                             7230
                               facsimile            028-214  1270

13.1.3       the  company      physical         1  Nerina  Street
                                                          Caledon
                                                             7230
                               facsimile          028-  214  1270
                                       12
<PAGE>
13.2    Any party shall be entitled from time to time, by giving written notice
        to  the  others,  to vary its physical domicilium to any other physical
        address (not  being  a  post  office box or poste restante) within the
        Republic of South Africa  and  to  vary  its  facsimile  domicilium to
        any other facsimile number.

13.3    Any  notice given or payment made by any party to another ("addressee")
        which is delivered. by hand between the hours of 09:00 and 17:00 on any
        business day to the addressee=s physical domicilium for the time being
        shall be deemed to have  been  received  by  the  addressee  at  the
        time  of  delivery.

13.4    Any  notice  given  by  any  party  to  another  which  is successfully
        transmitted  by  facsimile  to the addressee=s facsimile domicilium for
        the time being  shall  be deemed (unless the contrary is proved by the
        addressee) to have been  received  by  the  addressee on the day
        immediately succeeding the date of successful  transmission  thereof.

13.5    This  13 shall not operate so as to invalidate the giving or receipt of
        any  written  notice which is actually received by the addressee other
        than by a method  referred  to  in  this  13.

13.6    Any  notice  in  terms of or in connection with this agreement shall be
        valid  and effective only if in writing and if received or deemed to be
        received by  the  addressee.

14     GENERAL

14.1    This  agreement read with its appendices constitutes the sole record of
        the  agreement  between  the  parties  in  regard  to the subject
        matter hereof.

14.2    No  party  shall be bound by any representation, warranty, undertaking,
        promise  or  the  like  not  recorded  in  this  agreement.
                                       13
<PAGE>

14.3    No  addition to, variation or consensual cancellation of this agreement
        shall  be  of  any  force  or  effect unless done in writing and signed
        by or on behalf  of  all  the  parties.

14.4    Any  indulgence  which  any  party may show to any other in terms of or
        pursuant  to  the  provisions contained in this agreement shall not
        constitute a waiver  of  any  of  the  rights  of  the  party  which
        granted such indulgence.

15     COSTS

15.1    Each  party  shall bear and pay its own legal and other costs
        in  respect of  drafting,  preparing  and  implementing  this
        agreement.

15.2    All  stamp  duties payable in respect of the. transfer of the
        shares  to the purchaser terms of this agreement shall be borne
        and paid for by purchaser.

15.3    It  is  recorded  that  the purchaser will sell the shares to
        it's  subsidiary Century  Casinos  Africa  (Proprietary)
        Limited  ("CCA') and all stamp duties  payable in respect of
        the transfer of the shares from the purchaser  to  CCA
        shall  be  borne  and paid for by the seller.


Signed  at       Caledon                           on   4th  November 2000
                                        for Century  Casinos  Incorporated

                                                    /s/  Peter  Hoetzinger

                                        who  warrants  that  he  is  duly
                                        authorised  hereto
                                       14
                                       15
<PAGE>
Signed  at       Caledon                          on  4th  November   2000

                                          for Caledon Overberg Investments
                                                     (Proprietary) Limited

                                                   /s/  Leon Fortes

                                          who  warrants  that he  is  duly
                                          authorised  hereto


Signed  at       Caledon                           on  4th  November  2000

                                     for     Caledon  Casino  Bid  Company
                                                    (Proprietary)  Limited

                                                    /s/  Kevin King

                                         who  warrants  that  he  is  duly
                                         authorised  hereto

                                       16
<PAGE>