SECOND  ADDENDUM  TO  LOAN  AGREEMENT

1.     PARTIES

1.1     The  parties  to  this  agreement  are

1.1.1     PSG  Investment  Bank  Limited;  and

1.1.2     Century  Casinos  Caledon  (Proprietary)  Limited.

1.2     The  parties  agree  as  set  out  below.

2     INTERPRETATION

2.1     In  this  agreement, unless inconsistent with or otherwise
        indicated by the context  ~

2.1.1     the/this "agreement" means the  agreement as set out in this document;

2.1.2     "Bidco" means Century Casinos Caledon (Proprietary) Limited
          (previously known as Caledon Casino Bid Company
          (Proprietary) Limited), registration number 1996/010708/07,
          a private company duly incorporated in accordance with the
          company laws of the Republic of South Africa;

2.1.3     "business day" means a day which is not a Saturday, Sunday or South
          African public  holiday;

2.1.4     "EBITDA" means, for each financial year of Bidco, Bidco's earnings
          for such financial  year  ~

2.1.4.1     before  interest,  tax,  depreciation  and  amortisation;  and


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2.1.4.2     after deducting any management fees incurred by Bidco during such
            financial year if Bidco has not, by the end of such
            financial year, paid those management fees to the persons
            entitled to receive them and if, pursuant to the
            subordination agreement, the persons entitled to payment of
            such management fees have subordinated their claims for
            payment to the claims of PSGIB in respect of the principal
            loan and the standby loan;

2.1.5     the  "first  addendum"  means  an  addendum to the principal loan
          agreement concluded between PSGIB and Bidco on 21 April
          2001 pursuant to which, inter alia, PSGIB made the standby
          facility available to Bidco;

2.1.6     "interest period" means any period which commences on one
          payment date and terminates on the day immediately
          preceding the next payment date;

2.1.7     the  "loan  agreement"  means  a loan agreement concluded
          between PSGIB and Bidco on 12 April 2000 (as amended by
          the first addendum) pursuant to which, inter alia, PSGIB
          made the principal loan available to Bidco;

2.1.8     "management  fees"  means  any management fees payable by Bidco
          pursuant to either the casino management agreement or
          the hotel management agreement;

2.1.9     "payment  dates"  means  31 March, 30 June, 30 September and 31
          December of each year or, if any such day is not a
          business day, the immediately preceding business day;

2.1.10    "quarterly payment" means, in respect of each payment date,
          the aggregate of all amounts  (both  in  respect  of
          principal  and  interest)
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          payable  by  Bidco to PSGIB on such payment date pursuant to the
          provisions of 6 below;

2.1.11     "reserve  account"  means the bank account which, pursuant to
           paragraph 7.3 of  the  first addendum, Bidco has opened with
           PSGIB, which reserve account bear the  number  CCBC1;

2.1.12     "signature  date"  means  the date on which this agreement
           is signed by the last  party  signing  it;

2.1.13     the  "standby  facility"  means  a standby facility for a maximum
           principal amount of R4 500 000 (four million five
           hundred thousand Rand) made available by PSGIB to Bidco
           pursuant to the first addendum (which said facility is
           regulated both by the first addendum and by the principal
           loan agreement);


2.1.14     save  where  otherwise  indicated,  all  expressions  defined  in
           the loan agreement  and  the  first  addendum have the meanings
           assigned to them therein;

2.1.15     any  reference  to  the  singular  includes  the  plural
           and  vice  versa;

2.1.16     any  reference  to  natural  persons includes legal persons
           and vice versa;

2.1.17     any  reference  to  gender  includes  the  other  genders.

2.2     The  clause  headings  in this agreement have been inserted for
        convenience only  and  shall  not  be  taken  into  account  in
        its  interpretation.

2.3     Words  and  expressions  defined in any sub-clause shall, for the
        purpose of the clause  of  which  that sub-clause forms part,
        bear the meaning assigned to such words  and  expressions  in
        that  sub-clause.
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2.4     If  any  provision  in  a  definition is a substantive provision
        conferring rights or imposing obligations on any party,
        effect shall be given to it as if it were a substantive
        clause in the body of the agreement, notwithstanding that it
        is only contained in the interpretation clause.

2.5     If any period is referred to in this agreement by way of reference to
        a number of days, the days shall be reckoned, subject to 2.6 below,
        exclusively of the first and inclusively of the last day unless the
        last day falls on a day which is not a business day, in which case the
        day shall be the next succeeding business day.

2.6     If any period for which interest is to be calculated is referred to in
        this agreement by way of a reference to a number of days, the days
        shall be reckoned inclusively of the first and exclusively of the last
        day.

2.7     This agreement shall be governed by, construed and interpreted in
        accordance with the law of the Republic of South Africa.


3     RECORDAL

3.1     The  parties have concluded the loan agreement and the first addendum.
        Subsequent to the conclusion of the loan agreement and the first
        addendum, Bidco's name was changed from Caledon Casino Bid Company
        (Proprietary) Limited to Century Casinos Caledon (Proprietary)
        Limited.

3.2     Pursuant to the first addendum, PSGIB made the standby facility
        to Bidco.

3.3     The  parties  have  agreed to amend the loan agreement and the
        first addendum in the  manner  set  out  herein.
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4     RATIOS

4.1     The  definition of "debt service cover ratio" contained in
        paragraph 2.1.18 of the loan agreement is hereby deleted and is
        hereby replaced with the following definition ~

"2.1.18     "debt  service cover ratio" means, for any financial year, the
            ratio between  ~

2.1.18.1     EBITDA as reflected in Bidco's management accounts or in Bidco's
             unqualified audited financial statements for such financial year,
             both prepared in accordance with generally accepted accounting
             principles, on the basis that if there is any conflict between
             such management accounts and such audited financial statements,
             the audited financial statements shall prevail; and

2.1.18.2     all  the  quarterly  payments  which  become  payable  during  such
             financial  year".

4.2          The  definition of "interest cover ratio" contained in paragraph
             2.1.25 of the loan agreement is hereby deleted and is hereby
             replaced with the following definition ~

"2.1.25     "interest  cover  ratio"  means,  in  respect  of any one of Bidco's
            financial  years,  the  ratio  between  ~

2.1.25.1     EBITDA  determined  on  the  basis  set  out in 2.1.18.1 above; and

2.1.25.2     the  difference  between  all  interest  incurred by Bidco
             during the applicable financial  year  in  respect  of  all
             its  interest-bearing  debt of any nature whatsoever
             including,  without  limitation,
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             any  dividends  which  Bidco  has  contracted  to  pay  during that
             financial year in respect of any cumulative, redeemable
             preference shares issued by it, and the interest actually
             received by Bidco during that financial year, all as
             reflected in Bidco's management accounts or in Bidco's
             unqualified audited financial statements for such financial
             year, both prepared in accordance with generally accepted
             accounting principles, on the basis that if there is any
             conflict between such management accounts and such audited
             financial statements, the audited financial statements shall
             prevail,

         provided  that  interest  which accrues on any shareholders'
         loans shall be disregarded if, by the last day of the applicable
         financial year, such interest has not been paid and if, pursuant
         to the subordination agreement, the applicable shareholders have
         subordinated their claims in respect of such interest to PSGIB's
         claims arising out of the principal loan and the standby
         facility".

4.3     The  definition of "loan life cover ratio" contained in paragraph 2.1.27
        of the  loan  agreement is hereby deleted and is hereby replaced with
        the following definition  ~

"2.1.27     "loan  life cover ratio" means, at any particular point in time, the
            ratio  between  ~

2.1.27.1     the  net present value of EBITDA which Bidco is forecasted,
             pursuant to the most recently  updated  project forecast, to
             derive out of the project for the period which  commences  on
             the  1st  (first)  day  of
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             Bidco's  then  current  financial  year and which terminates on the
             final  date;  and

2.1.27.2     the  net  present  value  of  all the quarterly payments which will
             become  payable  during  the  same  period,

          both such net present values to be determined at a discount rate of
          16,87% (sixteen comma eight seven per centum) nominal annual
          compounded monthly in arrears (which rate the parties record is
          equal to the weighted average cost to Bidco of the principal loan
          and the standby facility).

4.4     The  debt  service cover ratio  and the interest cover ratio for each of
        Bidco's financial years shall be measured within 60 (sixty) days of
        the last day of such financial year. The loan life cover ratio
        shall be measured annually within 60 (sixty) days of the last day
        of each of Bidco's financial years.

4.5     The  debt  equity ratio shall be measured as at the 31st (thirty-first)
        day  of December of each year, such measurement to be undertaken
        within 60 (sixty) days of the 31st (thirty-first) day of December
        of each applicable year.

4.6     Paragraph  10.1.1  of the principal loan agreement is hereby deleted
        and is hereby  replaced  with  the  following  paragraph  ~

          "maintain a debt equity ratio no worse than 45:55 (forty five to fifty
          five)  with effect from the last day of the 12th (twelfth) month after
          the  commencement  of  operations  and maintain a debt equity ratio of
          40:60  (forty  to  sixty)  with  effect  from the last day of the 24th
          (twenty-fourth)  month  after  the  commencement  of  operations;".


4.7     Paragraph 10.1.3 of the principal loan agreement is hereby deleted and
        is hereby replaced  with  the  following  paragraph  ~
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               "10.1.3  maintain,  in  respect  of  each of its financial years,
               commencing with the 1st (first) financial year following upon the
               expiry  of  12  (twelve)  months  after  the  commencement  of
               operations,  a  debt  service  cover  ratio of at least 1,34 (one
               comma  three  four);".

4.8     Paragraph  10.1.4  of the principal loan agreement is hereby deleted
        and is hereby  replaced  with  the  following  paragraph  ~

               "10.1.4  maintain,  in  respect  of  each of its financial years,
               commencing with the 1st (first) financial year following upon the
               commencement  of  operations, a loan life cover ratio of at least
               1,5  (one  comma  five);".

5    THE  RESERVE  ACCOUNT

5.1     PSGIB  and  Bidco  confirm  that  Bidco  has  failed  to comply with the
        obligations imposed on it pursuant to paragraph 7.2 of the first
        addendum more particularly in that, as at 31 December 2001, Bidco
        had not maintained the debt service reserve required pursuant to
        the aforesaid paragraph. PSGIB hereby ~


5.1.1     condones  the  aforesaid  failure;  and

5.1.2     waives  any  rights  which  it  may  have  against Bidco arising
          out of the aforesaid  failure.

5.2     Paragraph  7.2  of  the  principal  loan agreement is hereby deleted
        and is hereby  replaced  with  the  following  paragraph  ~

                    "7.2  Bidco  shall,  out of the revenue from time derived by
                    it,  cause  amounts to be deposited into the reserve account
                    so  that,  on  each  payment  date, and before the quarterly
                    payment  which  becomes  payable  on  such  date  is  made

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                    by  Bidco,  the  amount  held  by  Bidco in the reserve
                    account is equal to such quarterly  payment.
                    Bidco  shall  ~

7.2.1     be  entitled,  on  each  payment  date,  to withdraw, from the deposit
          account, an amount not exceeding the quarterly payment which becomes
          payable by it on such payment date , and not reducing the balance
          on the deposit account to less than R4 million (four million
          rand) , and ;

7.2.2     be  obliged,  if  it  exercises  its aforesaid right of withdrawal, to
          deposit, into the deposit account, on the last day of each of the
          succeeding 3 (three) months thereafter, an amount equal to 1/3
          (one-third) of the quarterly payment which will become payable by
          it on the next payment date (so that, on such next payment date,
          the amount held in the reserve account is equal to the applicable
          quarterly payment)".

5.3     Paragraph  7 of the principal loan agreement is hereby amended
        as follows ~

5.3.1     by deleting the words "subject to 7.4 below" in the first line
          of paragraph 7.3;

5.3.2     by  deleting  the words "six months' call deposit" in the sixth and
          seventh lines of paragraph 7.3.1 and by replacing those words with the
          words "3 (three) months' call deposit", such amendment to take
          effect on the date on which this addendum is signed;

5.3.3     by  deleting  paragraph  7.4  in  its  entirety.

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6     PAYMENTS

6.1    Paragraph  8  of  the  first  addendum  is  hereby  deleted.

6.2     Bidco  and  PSGIB  confirm  that,  on  1  January  2002  ~

6.2.1     the  principal  amount  owing by Bidco to PSGIB on account of the
          principal loan amounted to R 42 765 644 (forty two million seven
          hundred and sixty five thousand six hundred and forty four rand);
          and

6.2.2     the  principal  amount  owing  by  Bidco to PSGIB on account of the
          standby facility amounted to R 4 309 532 (four million three hundred
          and nine thousand five hundred and thirty two rand).

6.3     Bidco shall repay the aforesaid principal amounts to PSGIB in 18
        (eighteen) equal quarterly instalments, the first such instalment to
        be paid on 28 March 2002 and each subsequent instalment to be
        paid on each subsequent payment date thereafter.

6.4     The  parties  have  calculated  the  instalments envisaged in 6.3
        above and those instalments are reflected in ANNEXURE A hereto on the
        basis that ~

6.4.1     the  item "cash flow 1" reflects the total instalment payable, on each
          payment date, by Bidco to PSGIB on account of the principal and
          interest amount of the principal loan;

6.4.2     the  item "cash flow 2", reflects the total instalment payable, on
          each payment date, by Bidco to PSGIB on account of the principal
          and interest amount of the standby facility; and

6.4.3     the  item "cash flow 3" reflects, in respect of each payment date, the
          aggregate of the aforesaid 2 (two) instalments.

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7     REMAINDER
      Subject  to  the  amendments  contained herein, the loan agreement
      and the first addendum  shall  continue  to  be  of  full  force
      and  effect.

8     BREACH
      In the event of any of the parties (the "DEFAULTING PARTY")
      committing a breach of any of the terms of this agreement and
      failing to remedy such breach within a period of 10 (ten) days
      after receipt of a written notice from another party (the
      "AGGRIEVED PARTY") calling upon the defaulting party so to
      remedy, then the aggrieved party shall be entitled, at its sole
      discretion and without prejudice to any of its other rights in
      law, either to claim specific performance of the terms of this
      agreement or to cancel this agreement forthwith and without
      further notice, and to claim and recover damages from the
      defaulting party.

SIGNED at Rosebank                      on  26th March 2002
AS  WITNESS:

/s/Barry Lengton            For:     PSG  INVESTMENT  BANK
----------------                     LIMITED
   Barry Lengton                     /s/Mario Becker  /s/Jaco Burger
----------------                     -------------------------------
(Name of witness in print)           Duly  authorised


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SIGNED at Onrys Rivier                  on  28th March 2002
AS  WITNESS:
------------
/s/Bianca Shaw              For:     CENTURY CASINOS
--------------                       CALEDON (PTY) LIMITED
   Bianca Shaw                       /s/Joseph Bender
--------------                       ----------------
(Name of witness in print)           Duly  authorised
------------------------------       ----------------

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