MEMORANDUM OF AGREEMENT

                                 BY AND BETWEEN

                       CENTURY CASINOS CALEDON (PTY) LTD.
                                    ("CCAL")
           (PREVIOUSLY KNOWN AS CALEDON CASINO BID COMPANY (PTY) LTD.)

                                       AND

                        CENTURY CASINOS AFRICA (PTY) LTD.
                                     ("CCA")

                                       AND

                       FORTES KING HOSPITALITY (PTY) LTD.

       (AND / OR ITS SUCCESSOR TO THE HOTEL MANAGEMENT AGREEMENT - "FKH")

                          (COLLECTIVELY, "THE PARTIES")




WHEREAS

The Parties have entered into various agreements with respect to the development
and  operation  of The Caledon Casino, Hotel & Spa and wish to make amendment to
and/or restate those agreements (as applicable) to give effect to the matters in
principle  as  described  herein.

NOW,  THEREFORE,  the  parties  hereto  (as  applicable)  agree  as  follows:

1.  CASINO  MANAGEMENT  AGREEMENT  (BY  AND  BETWEEN  CCAL  &  CCA)  &  HOTEL
    -------------------------------------------------------------------------
    MANAGEMENT  AGREEMENT  (BY AND BETWEEN CCAL & FKH)
    ---------------------------------------------------
    ("THE MANAGEMENT AGREEMENTS")
    -----------------------------
     a.  Amendment  shall be made to the management agreements such that
         any and all fees identified therein shall be deemed to have been
         not due or payable (and therefore shall be deemed to equal
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         'zero') from the inception date of those agreements and
         shall remain so until no earlier than Jan 1, 2002, whereafter
         each of CCA (in respect of the Casino Management Agreement) and
         FKH (in respect of the Hotel Management Agreement) shall,
         commencing with respect to the financial year beginning January
         1, 2002, have the right to declare the fees calculable and
         payable for their respective management agreements by written
         notification to the other parties to this agreement which notice
         shall,
            i. state from which date (the "declaration date") the
               respective fees shall become calculable and payable; and
           ii. not be given earlier than the first day of the financial
               year within which the declaration date falls; and
          iii. not be given later than 30 days after the end of the
               financial year within which the declaration date falls.

     b.  There shall be created a reserve to which shall be applied
         amounts calculated upon the same basis as contained in the
         management agreements for the period commencing October 10, 2000
         until the respective election date. The previously intended
         recipients of any fees under the management agreements may, in
         the event that the Board of Directors of CCAL determines that
         distribution in part or in whole of those reserves be allowed,
         elect that distributions from this reserve be made by way of
         allocation of amounts from the respective reserves which will
         then attach to newly created further classes of shares and which
         may be declared and paid as dividend to such extent as there
         remains within the respective reserve sufficient amount to meet
         in full any STC payable upon dividends so declared.

     c.  Any amounts contained within these reserves shall rank as an
         obligation of the company ahead of any and all other classes of
         share.

     d.  Payments of dividends relating to the newly created
         classes of share may only be made in equal proportion as measured
         as a percentage of the amounts contained in each respective
         reserve.


     e.  Distributions and / or dividends relating to the newly
         created classes of share may only be declared at such time or
         times when all current claims, if any, for fees due and payable
         under the management agreements and interest due and payable, if
         any, upon shareholders loans to CCAL have been satisfied in full.
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2.     SUMS  PAYABLE  TO  FKH  BY  CCAL
       --------------------------------

     a.  It is agreed by the parties that CCAL shall, by no later
         than January 30, 2002, pay to FKH against invoice and in
         consideration for expenses incurred, the sum of forty thousand
         Rands (R40,000).

     b.  Commencing January 1, 2002, and for such period of time
         that FKH choose not to make the election provided for under
         paragraph 1a and that Caledon Overberg Investments Limited have
         not elected to amend the interest payable upon their shareholder
         loans to a rate greater than 0% (zero per cent), CCAL shall pay
         to FKH against invoice the sum of six thousand Rands (R6,000)
         monthly in arrears plus not more than a further four thousand
         Rands (R4,000) in consideration for expenses incurred.

     c.  The cumulative amounts paid by CCAL to FKH under this
         paragraph 4 may, at the election of CCAL, be deducted from any
         amounts that may accrue to the FKH reserve established in
         accordance with paragraph 1 above.

3.     GENERAL  PROVISIONS
       -------------------
     a.  The parties agree to take any and all such actions as may be
         reasonably required to give effect to this Memorandum of
         Agreement and to enter into and execute any such further
         documentation that shall give full effect to the principle and
         commercial objectives contained herein.

     b.  It is the intention of the parties, notwithstanding the date
         of execution of this Memorandum of Agreement, that all matters
         contained herein shall be interpreted as having been in full
         force and effect from the date of execution of those agreements
         to which reference is made herein.

THUS  DONE  AND  SIGNED  by CCAL at   Capetown   this   20th   day of  September
2001

/S/  JAMES  FORBES
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who  warrants  his  authority  to  sign  hereto

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THUS  DONE  AND  SIGNED  by  FKH at   Capetown   this   20th  day of   September
2001
/s/  Leon  Fortes
-----------------

who  warrants  his  authority  to  sign  hereto

THUS  DONE  AND SIGNED by CCA at    Capetown   this   20th   day of    September
2001
/s/  James  Forbes
------------------
who  warrants  his  authority  to  sign  hereto

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