SHAREHOLDERS AGREEMENT
                                     between
                  CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED
               CALEDON OVERBERG INVESTMENTS (PROPRIETARY) LIMITED
                      OVERBERG EMPOWERMENT COMPANY LIMITED
                          THE OVERBERG COMMUNITY TRUST
                                       and
                CALEDON CASINO BID COMPANY (PROPRIETARY) LIMITED
<PAGE>
<TABLE>
<CAPTION>



TABLE OF CONTENTS
<C>                <S>                                                   <C>
                   PART I - INTRODUCTORY                                                                       1
                   2        INTRODUCTION                                                                       7
                   3        SUSPENSIVE CONDITIONS                                                              8
                   PART 11 - THE COMPANY                                                                       9
                   4        THE COMPANY                                                                        9
                   5        GENERAL COMPANY AFFAIRS                                                            9
                   6        MEMORANDUM AND ARTICLES OF ASSOCIATION                                            10
                   7        OBJECT OF THE COMPANY                                                             10
                   PART III - SHAREHOLDINGS                                                                   11
                   8        SHAREHOLDING                                                                      11
                   9        PRE-EMPTIVE RIGHTS                                                                11
                   10       COME-ALONG                                                                        17
                   11       TAG ALONG                                                                         18
                   12       FORCED SALES                                                                      19
                   13       DILUTION                                                                          23
                   PART IV - CORPORATE GOVERNANCE                                                             24
                   14       DIRECTORS OF THE COMPANY                                                          24
                   15       MEETINGS OF SHAREHOLDERS                                                          27
                   PART V - BUSINESS OF THE COMPANY                                                           28
                   16       CONDUCT OF THE BUSINESS OF THE COMPANY                                            28
                   17       FUNDING REQUIREMENTS OF THE COMPANY                                               28
                   18       BASIS OF ACCOUNTING FOR THE CASINO BUSINESS                                       31
                   PART VI - GENERAL                                                                          31
                   19       CESSION                                                                           31
                   20       PERFORMANCE                                                                       31

<PAGE>


               21    ARBITRATION                                                                              31
               22    DOMICILIUM AND NOTICES                                                                   34
               23    GENERAL                                                                                  36
               24    GOVERNING LAW AND JURISDICTION                                                           37
               25    LEGAL COSTS                                                                              37

                   ANNEXURES

                   ANNEXURE A                                              RIGHTS ATTACHING TO PREFERENCE SHARES

                   ANNEXURE B                                              NO ANNEXURE APPLICABLE

                   ANNEXURE C                                           AMOUNTS TO BE DISTRIBUTED TO PREFERENCE
                                                                                             SHAREHOLDERS
</TABLE>
<PAGE>
SHAREHOLDERS  AGREEMENT


between
CENTURY  CASINOS  AFRICA  (PROPRIETARY)  LIMITED
CALEDON  OVERBERG  INVESTMENTS  (PROPRIETARY)  LIMITED
OVERBERG  EMPOWERMENT  COMPANY  LIMITED
THE  OVERBERG  COMMUNITY  TRUST
and
CALEDON  CASINO  BID  COMPANY  (PROPRIETARY)  LIMITED

PART  I  -  INTRODUCTORY

1         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       "Act"  -  the  Companies  Act, 61 of 1973, as
            amended;
                                        2
<PAGE>

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

1.2.3       "auditors"  -  the auditors of the company as appointed by the
            company at  its  annual  general  meeting  from  time  to  time;

1.2.4       "board"  -  the  board  of directors of the company from time to
            time;

1.2.5       "business"  - the business to be conducted by the company from
            time to time, being all business activities relating to,
            associated with or connected to or  furthering  the  Caledon
            Casino,  Hotel  &  Spa  Resort;

1.2.6       "business  day"  -  any calendar day, other than a Saturday,
            Sunday or official  public  holiday  in  the  Republic  of
            South  Africa;

1.2.7       "Century"  -  Century Casino Africa (Proprietary) Limited, a private
            company with limited liability duly incorporated in the Republic of
            South Africa with  registration  number  [96/10501/07];

1.2.8       "CCI"  -  Century  Casinos Incorporated, a company incorporated in
            the State  of  Delaware  ,  United  States  of  America;

1.2.9       "COIL" - Caledon Overberg Investments (Proprietary) Limited, a
                     private company with limited liability duly incorporated
                     in the Republic of South Africa with  registration
                     number  [96/06728/07];

1.2.10      "company"  and/or  "Bidco" - Caledon Casino Bid Company
            (Proprietary) Limited,  a  private  company  with  limited
            liability duly incorporated in the Republic  of  South Africa
            with  registration number  [96/010708/07] (to  be  renamed
            Century Casinos  Caledon  (Proprietary)  Limited  or  such
            other  name  as  the Registrar of Companies  may  approve);

1.2.11      "control" of a shareholder includes, without limiting the generality
            of  the  term  -
1.2.11.1      the  beneficial  ownership of the majority in number of the issued
              equity  shares  (or other equity interest) in the shareholder;  or

1.2.11.2      the  beneficial ownership of issued equity shares (or other equity
              interest)  in the shareholder entitling the beneficial owner
              thereof to exercise less  than a majority of the votes attaching
              to all the issued equity shares (or other  equity  interest)  in
              the  shareholder,  where  such  voting  power  is sufficiently
              dominant  relative  to  the spread of other shareholdings or other
              equity  interest  holdings  in  the shareholder that it does
              constitute de facto control  of  the  shareholder;  or

1.2.11.3      the  right,  through  shareholding  or  otherwise, to  control the
              composition  of  the  board  of  directors  (or  other
              controlling body) of the shareholder  and,  without  prejudice
              to  the  generality of the foregoing, the composition  of  such
              board (or other controlling body) shall be deemed to be so
              controlled if the person or entity holding the right may by the
              exercise of some power,  directly  or indirectly, appoint or
              remove the majority of the directors (or  members  of  such
              other  controlling  body);  or

1.2.11.4      the  right  to  control  the  management  of the  shareholder;  or

1.2.11.5      the ability to exercise a material influence over financial and/or
              trading  policies  of  the  shareholder;
1.2.12      "dispose"  -  sell,  transfer,  exchange,  dispose of or otherwise
            alienate;
                                        3
<PAGE>

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

1.2.14      "Hospitality"  - Fortes  King  Hospitality  (Proprietary) Limited, a
            private  company  with  limited  liability  duly  incorporated  in
            the Republic     of   South     Africa    with    registration
            number [80/00096/07]

1.2.15      "hotel  management  agreement"  - the written hotel  management
            agreement dated [3 December 1999] concluded between Hospitality and
            the company;

1.2.16      "management"  - the chairman and the managing director or chief
            executive  officer,  as  the  case  may  be,  of  the  company
            and all senior  managers  reporting  directly  to  them  or
            either  of  them;

1.2.17      "ordinary  shares" - ordinary par value shares of Rl each in the
            share  capital  of  the  company;

1.2.18      "ordinary  shareholders"  -  Century  and  COIL;
1.2.19      "parties"  -  Century,  COIL,  Empowerco,  the  trust  and  the
            company;

1.2.20      "preference  shares" - preference par value shares of Rl each in
            the  share  capital  of  the  company,  having  the  rights  and
            being subject  to  the  terms  and  conditions set out in annexure
            A hereto;

1.2.21      "preference  shareholders"  -  Empowerco  and  the  trust;

1.2.22      "prime  rate"  -  the  publicly quoted annual prime/base rate of
            interest  from  time  to  time  levied by the company's bankers
            on the unsecured  overdrawn  current  accounts  of  its  most
            favoured private  sector  corporate  customers  (which  rate
            shall  be evidenced  by  a  certificate  issued  under  the
            hand of any manager
                                        4
<PAGE>

            of  that  bank,  whose appointment as such it shall not be necessary
            to prove), compounded  monthly  in  arrears;

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

1.2.24      "sale  agreement"  -  the  written sale of shares  agreement to be
            concluded  between  CCI,  COIL  and  the  company  contemporaneously
            with  the conclusion  of  this  agreement,  pursuant  to  which CCI
            will acquire from COIL ordinary shares constituting 15% of all the
            issued ordinary shares in the issued share  capital  in  the
            company, which shares CCI will subsequently transfer to Century;

1.2.25      "shareholders"  - the registered members of the company bound by
            this agreement  from  time  to  time;

1.2.26      "shareholders claims" - all amounts of whatsoever nature and however
            arising  owing  by  the  company  to  a  shareholder;

1.2.27      "signing date" - the date upon which this agreement is signed by the
            party  signing  last  in  time;

1.2.28      "suspensive conditions"  - the suspensive conditions set out in 3.1;

1.2.29      "trust" -  The  Overberg  Community  Trust, masters reference number
            [IT2086/98]

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;

                                        5
<PAGE>

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  foregoing, 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.  The  terms of this agreement having been negotiated,
          the contra proferentem rule shall  not  be  applied  in  the
          interpretation  of  this  agreement.

2  -    INTRODUCTION

2.1       It  is  recorded  that  -


2.1.1       Century  and  COIL  are,  between  them,  the holders  of  all  the
            issued  ordinary  shares  in  the  share  capital  of  the  company;
            and
                                        6
<PAGE>

2.1.2       Empowerco  and  the  trust  are,  between them, fhe holders of all
            the issued  preference  shares  in  the  share  capital  of  the
            company.

2.2       The  parties  accordingly  wish  to  regulate  -

2.2.1       the  governance  of  the  company;

2.2.2       the  structure  of  the  company;

2.2.3       the  financing  of  the  company;

2.2.4       the business  activities  of  the  company;  and

2.2.5       the relationship  of the shareholders inter se as shareholders in
            the company.

3       SUSPENSIVE  CONDITIONS

3.1       This agreement, in its entirety, is subject to the suspensive
          conditions that  -

            the  sale  agreement is concluded and becomes fully binding and
            unconditional on the  parties  thereto by virtue of the fulfillment
            or waiver, as the case may be, of all  suspensive  conditions  to
            which  it  may  be  subject;  and

3.2       Should  the suspensive condition not be fulfilled or waived, as the
          case may  be,  then  this  agreement  shall  be  of  no further
          force or effect and -

3.2.1       to  the extent that this agreement may have been partially
            implemented the  parties  shall  be  restored  to  the  status
            quo  ante;  and
                                        7
<PAGE>
3.2.2       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.
3.3       The  parties  shall  use their respective best endeavours to procure
          the timeous  fulfilment  of  the  condition.

PART  11  -  THE  COMPANY
4       THE  COMPANY

        It  is  recorded  that,  as  at  the signing date, the company has  -

4.1       an authorised  share  capital  of  R4 000, consisting of 4 000
          ordinary shares  of  which 4 000 ordinary shares are issued, and a
          further 200 preference shares  of  Rl.00  each  which  are  in  the
          process  of  being  issued;  and

4.2       a financial year ending on  the  last  day of December of each year.

5       GENERAL  COMPANY  AFFAIRS

5.1       The  parties  shall procure that, by no later than December 31, 2000 -

5.1.1       the company's name is changed to Century Casinos Caledon
            (Proprietary) Limited  or  such  other  name  as  the  registrar
            of companies may approve; and

5.1.2       the  company  adopts  new standard set articles of association, in
            the place  and  stead  of  its  existing articles of association
            as soon as possible after  the  signing  date

5.2       Until  the  company  in  general  meeting  determines
          otherwise  -
                                        8
<PAGE>

5.2.1       save  for  the  company's  other  commitments  for the year 2000,
            the auditors  shall  be  Grant  Thornton  Kessel  Feinstein,
            auditors of Cape Town;

5.2.2       the  company  shall  have its registered address at the auditor's
            main office  in  Cape  Town;  and

5.2.3       the  secretary  and  public  officer of the company shall be
            J Forbes.

6       MEMORANDUM  AND  ARTICLES  OF  ASSOCIATION

6.1       the  extent  that  the  provisions  of  the  memorandum  and articles
          of association of the company may conflict with or fail to record the
          provisions of this  agreement  -

6.1.1       any  shareholder  may  require  the  memorandum  and/or  articles
            of association  of  the  company  to  be  amended  accordingly;
            and

6.1.2       the  shareholders  shall  vote  in  favour  of  all resolutions of
            the company  necessary to amend the memorandum and/or articles of
            association of the company  in  terms  of  6.1.1.

6.2       Without  detracting  from  the provisions of 6.1, to the extent that
          the provisions  of  this agreement may conflict with the provisions
          of the company's memorandum  and/or  articles  of  association or any
          prior agreement between the shareholders  regarding  the subject
          matter of this agreement, the provisions of this agreement shall take
          precedence and shall be given effect to accordingly by the  parties
          to  the  extent  that  it  is  legally  possible.

7       OBJECT  OF  THE  COMPANY

7.1       The  object  of  the  company  shall be to conduct the business on
          sound commercial  terms.
                                        9
<PAGE>

PART  III  -  SHAREHOLDINGS


8       SHAREHOLDING

8.1       After  implementation of the transactions set out in the sale
          agreement, the issued shares in the share capital of the company
          will beneficially be owned in  the  following  proportions  by
          the  shareholders  -

8.1.1       Century  -  65%  of  the  ordinary  shares;

8.1.2       COIL  -  35%  of  the  ordinary  shares;

8.1.3       Empowerco  -  50%  of  the  preference  shares;  and

8.1.4       the  trust  -  50%  of  the  preference  shares.

8.2       All  ordinary  shares  shall  rank pari passu in all respects.

8.3       All  preference  shares  shall  -

8.3.1       rank  pari  passu  in  all  respects;  and

8.3.2       have  the  rights,  privileges and conditions set out in the
            company's articles  of  association, which rights, privileges
            and/or conditions may not be amended  without  the  prior
            approval  of  the ordinary shareholders in general meeting.

8.4       It  is  recorded that, as at signature date, the value of the
          preference shares  is  their  par  value,  being  an  aggregate
          amount  of  [R200].

8.5       All  parties  to  this  Shareholder Agreement agree and approve
          that CCI has  the  right  to,  transfer  the  shares  acquired
          by  it  pursuant  to the  sale  agreement  to  Century.
                                       10
<PAGE>

9      PRE-EMPTIVE  RIGHTS


9.1     The  ordinary  shareholders  shall  not  -
9.1.1     dispose of any of its ordinary shares in or claims against the company
          unless  it (referred to in this clause as "the seller) first offers to
          sell such ordinary  shares  and an equivalent proportion of its claims
          against the company ("claims") to the other ordinary shareholder
          (referred to in this clause as "the offeree")  save  for  a
          disposition  to  a  company, trust or other entity that currently
          controls  or  is  controlled  by  the  seller.

9.1.2     save for the pledge and cession in favour of PSGIB in effect as at the
          signing date, be entitled to cede, pledge or otherwise encumber any
          shares in or claims  against  the  company  held  by  it  from time
          to time without the prior written  consent  of  the  other  ordinary
          shareholder.

9.2     No  preference  shareholder  shall  -

9.2.1     dispose  of  any  of  its  preference  shares in or claims against the
          company  unless  such  shareholder (referred to in this clause as
          ("the seller") first  offers to sell such preference shares and an
          equivalent proportion of its claims  against  the  company  ("claims")
          to  the  other preference shareholder (referred  to  in  this  clause
          as  "the  offeree");

9.2.2     be  entitled  to  cede,  pledge or otherwise encumber any shares in or
          claims  against  the  company  held  by  it  from time to time without
          the prior written  consent  of  the  other  shareholders.

9.3     The  seller's  offers  in  terms  of  9.1  or  9.2, as the case may be -

9.3.1     shall  be  in  writing  and  delivered  to  the  offeree;

9.3.2     shall  be  irrevocable  and  shall  remain  open for acceptance by the
          offeree  for  a  period  of  thirty  days  after  receipt;

                                       11
<PAGE>

9.3.3     shall  specify the claims and the number of shares which the seller is
          offering  to  sell;

9.3.4     shall  be  accompanied,  where  applicable,  by  -

9.3.4.1     a  written  memorandum  of  the  consideration as well as all of the
            other  terms  and  conditions  that  have  been offered to the
            seller orally; or

9.3.4.2     a  true  and  complete  copy of any written offer made to the seller
            (which  sets  out  the  consideration and all other terms and
            conditions of such offer),

          by  any bona fide third party in respect of the shares in and the
          claims against the  company  which  the  seller wishes to accept,
          and which in either case must contain  the  name  of the bona fide
          third party, and in the case where the bona fide  third  party  is
          an  agent,  the  name  of  his  ultimate  principal;

9.3.5     if  there is a bona fide offer from a third party, be deemed to be for
          the consideration and subject to, mutatis mutandis, the terms and
          conditions set out  in  the  memorandum  or  written  offer  referred
          to  in  9.3.4;

9.3.6     subject  to  9.2.1, shall, if there is no offer from a bona fide third
          party,  state  that  fact  as  well  as  the  consideration  and  full
          terms and conditions upon which the seller wishes to sell its shares
          in and claims against the  company;

9.3.7     shall  be  subject  to  the  conditions  that  -

9.3.7.1     the  seller's offer may be accepted by the offeree only on the basis
            that all of the shares and claims offered are to be purchased as one
            indivisible transaction;
                                       12
<PAGE>

9.3.7.2     unless the offer referred to in 9.3.4 or the seller's offer referred
            to  in  9.3.6  provides  to  the  contrary  -

9.3.7.2.1     a  written cession of the claims offered and accepted and delivery
              of  the  share  certificates  in  respect of all the shares
              offered and accepted together  with  transfer  forms  in respect
              of all such shares duly completed in accordance  with the
              articles of association of the company shall be made to the
              purchaser  within  seven  days  after  acceptance  of  the
              seller's  offer;

9.3.7.2.2     the  consideration  referred to in 9.3.5 or 9.3.6, as the case may
              be,  shall  be  payable  against  delivery  as  set  out  in
              9.3.7.2.1;

9.3.8     shall  not  be  subject  to  any  other  terms  or  conditions.

9.4     Should the offeree referred to in 9.2.1 not accept the seller's offer in
        terms  of 9.2 in respect of all the preference shares and claims so
        offered, the seller  shall  offer  such  preference  shares  and
        claims  to  the  ordinary shareholders  in the proportion in which they
        hold ordinary shares in the issued ordinary  share capital of the
        company at the time mutatis mutandis on the basis set  out  in 9.3 save
        that, any of the ordinary shareholders may accept an offer
        made  in  terms  of  the  preference  shares  and claims in respect of
        a greater proportion of the preference shares and an equivalent
        proportion of the seller's claims  offered  than  his pro rata share
        thereof, provided that such acceptance will  only  be  effective  in
        respect  of  the  excess  -

9.4.1     if  and  to the extent that the other ordinary shareholder accepts the
          offer  in  respect  of  a smaller proportion of the preference shares
          and claims than  its  respective  pro  rata  entitlement;  and
                                       13
<PAGE>

9.4.2     acceptance  by  both  the  ordinary  shareholders  together constitute
          acceptance  for  all  the  preference  shares  and  claims  offered,

        provided further that if acceptances in terms of this clause together
        constitute acceptances  for  more  than  the preference shares and
        claims offered, then the preference  shares and claims offered shall be
        apportioned amongst the accepting ordinary  shareholders  in  the
        proportions as near as may be to their existing ordinary  shareholding
        in the company on the date of the seller's offer, but on the  basis
        that  no  ordinary  shareholder  shall  be  obliged to purchase more
        preference  shares  and  claims than the proportion of the preference
        shares and claims  accepted  by  him;

9.5     Should  -

9.5.1     after  such  offer  to  the ordinary shareholders in terms of 9.4, the
          ordinary  shareholders  not  accept  such offer in respect of all the
          preference shares  and  claims  so  offered;  or

9.5.2     the  offeree  referred  to  in  9.1.1 not accept the seller's offer in
          terms  of  9.1  in  respect  of  all  the ordinary shares and claims
          so offered,

        the seller shall be entitled, subject to the remainder of the provisions
        of this clause  9,  for  a  period  of thirty days after the expiry of
        the time for last acceptance  by  the  ordinary shareholders referred to
        in 9.4 or the offeree, as the  case  may  be,  to  dispose  of  all  the
        shares and claims included in the seller's  offer  to  the  bona fide
        third party whose offer was disclosed in the seller's  offer referred to
        in 9.3 or, if the seller's said offer disclosed that there  was  no
        bona  fide  third party offeror in respect of the shares and the
        claims,  then  to  any  third  party,  provided  that  in  either
        instance  -
                                       14
<PAGE>

9.5.3     shares  and  the  claims  are transferred to the third party only at a
          price  and on terms and conditions not more favourable to the
          purchaser than the price,  terms  and  conditions set out in the
          seller's offer referred to in 9.3;

9.5.4     the  third  party offers to the shareholders in writing to be bound by
          the  provisions of this agreement and any other existing shareholders'
          agreement relating  to  the  company;  and

9.5.5     the  third  party  agrees  to purchase all the shares and claims which
          were  offered  by  the  seller  in  terms  of  9.1,
          and  provided further that in the case of a sale to a third party
          whose identity had not yet been disclosed to the offeree and/or the
          remaining shareholders, the seller  shall  disclose  the  name of the
          proposed third party to the offeree if requested  by the offeree
          within seven days after the commencement of the thirty day  period
          referred  to  in  this 9.5 and should the offeree within seven days
          after  the  identity  of  the  third  party was disclosed, require the
          seller by written request delivered to the seller to do so, the seller
          shall be obliged to offer the shares to the offeree again in terms of
          9.1, 9.2, 9.3 and 9.4 provided that  should  the offeree not accept
          the seller's offer in respect of all shares and claims offered, the
          seller shall be entitled to sell the shares to the third
          party  subject  to  the  provision  set  out  in  this  9.4.

9.6     If all the shares and claims offered for sale by the seller are not sold
        to  the  third  party  within  the  thirty  days  referred  to  in 9.4,
        then the provisions  of  9.1,  9.2, 9.3, 9.4 and this clause 9.6 shall
        again apply to the seller's  shares  and  claims.

9.7     If  the seller's offer in terms of 9.1 and 9.2 is accepted in accordance
        with the provisions of this clause, the seller hereby irrevocably
        authorises the offeree  to  sign  any share transfer form on the sellers
        behalf for purposes of effecting  due transfer to the offeree of the
        shares sold against payment of the purchase  price.
                                       15
<PAGE>

9.8     Unless otherwise specified in the seller's offer, payment for shares and
        claims  acquired in terms of this clause 9 shall be effected against
        delivery of a  written  cession  of  the  claims  and  transfer  of  the
        shares so acquired.

10     COME-ALONG

10.1    Notwithstanding  any  provision  to  the  contrary  contained  in  this
        agreement,  Century  ("the disposer') may at any time give written
        notice to the other  ordinary  shareholder  ("the  recipient")  to  the
        effect  that  -

10.1.1    the disposer has received a written offer from a third party offering
          to  purchase  ordinary  shares  constituting  the  entire  issued
          ordinary share capital  of,  and  all  of  the  shareholders'  claims
          of ordinary shareholders against,  the  company  on  such  terms  as
          may be specified in such notice; and

10.1.2    the  disposer's  entire  ordinary shareholding in the company and the
          disposer's  shareholders'  claims against the company are available
          for purchase by  the  recipient  upon  the terms so specified,
          mutatis mutandis in accordance with the applicable provisions of 9.

10.2    Should the recipient not purchase all of the ordinary shares and all of
        the shareholders' claims of the disposer in terms of 10.1.2 after
        receipt of the disposer's written notice contemplated in 1 0. 1, the
        disposer shall be entitled to sell all the ordinary shares and all the
        shareholders' claims of the ordinary shareholders in and against the
        company by way of written agreement entered into within  sixty days
        after the expiry of the time for acceptance of the disposer's
        offer  in  terms  of  10.  l-,  provided  that  -

10.2.1    the sale of shares ranking pari passu with each other shall be on the
          same  basis  irrespective  of  holders;  and
                                       16
<PAGE>

10.2.2    such  sale  is  to  the  third  party  offeror notified  in  the
          disposer's notice referred to in 10.1 and upon the terms and
          conditions not less favourable to  the  disposer  and  the
          recipient  than  were  notified  in  such  notice.

11    TAG  ALONG

11.1    Should  Century ("the disposer") at any time receive a written offer
        from a bona fide  third  party  (save  for a disposition to a company,
        trust or other entity that  currently controls or is controlled by the
        seller) offering to purchase so many  of  the  disposer's  ordinary
        shares  as  would  constitute  directly  or indirectly  a  change  in
        control  in the company which the disposer intends to accept,  the
        disposer  shall  be  obliged  to given written notice to the other
        ordinary  shareholder  ("the  recipient")  to  the  effect that the
        disposer has received  such  an  offer which the disposer intends to
        accept for cash and upon such  further  terms  as  may  be  specified
        in  such  notice.

11.2    The  disposer  shall  be  obliged,  if  so  notified  in writing by the
        recipient  within  fifteen  days of receipt of the written notice
        referred to in 11.  1,  to  attempt  sell  ordinary  shares
        constituting  the  entire ordinary shareholding  of  the  disposer  and
        the  recipient  in  the  company  and  all shareholders'  claims  of
        the disposer and the recipient against the company by way  of  a
        written  agreement  to  such  third  party,  provided  that  -

11.2.1    the  sale of ordinary shares ranking pari passu with each other shall
          be  on  the  same  basis  irrespective  of  holder;  and

11.2.2    such  sale is to the third party offeror identified in the disposer's
          notice referred to in 11. 1 and upon terms and conditions not less
          favourable to the  disposer  and  the  recipient  than  were
          notified  in  such  notice.

11.3    In  the  event  of  the  entire  issued ordinary share capital  of
        the  company being  sold  in  terms  of  this  clause  11,  the
        purchaser  of the shares and
                                       17
<PAGE>

        claims  shall  pay over the recipient's share of the purchase price to
        it within ten business days of receipt of the purchase consideration
        from the third party.

12    FORCED  SALES

12.1     Should  -

12.1.1    the  entity  or  person controlling any shareholder as at the signing
          date  for  any  reason  whatsoever  loose  such control or cease to
          control that shareholder  without  the  prior  written approval of
          all the other shareholders (save  for loosing control to another
          entity which is in fact controlled by that shareholder);  or

12.1.2    any  shareholder  -

12.1.2.1    become  subject  to  any  provisional  or  final  order  for  its
            liquidation,  winding-up  or  judicial  management or for any
            similar process to occur  in  respect  of  that  shareholder;  or

12.1.2.2    voluntarily,  whether  by  way of members' resolution or otherwise,
            place  itself  in  liquidation;  or

12.1.2.3    adopt  any  resolution,  whether  in  general meeting or otherwise,
            relating  to  its  liquidation  or  winding-up;  or

12.1.2.4    which  is  a  trust,  suffers  any change in any of its trustees or
            beneficiaries  (whether  beneficiaries in respect of income or
            capital or both); or

12.1.2.5    and/or  the  entity or person controlling such shareholder, for any
            reason  whatsoever,  lose  or  forfeit  the  approval  of any
            appropriate gaming authority  required  in  relation  to  its
            involvement  in  the  company,
                                       18
<PAGE>

            then  the  shareholder  referred  to  in  12.1.1  or 12.1.2, as the
            case may be, ("offeror")  shall  be  deemed  to  have  offered to
            sell all the shares and the shareholder's claims held by it to the
            other shareholders of the company (on the basis  that  ordinary
            shares  shall  be  offered  only  to  the  other ordinary
            shareholder  and  preference  shares  shall  firstly  be  offered
            to  the other preference shareholder and thereafter to the ordinary
            shareholders in proportion in  which  they  hold ordinary shares in
            the issued share capital of the company mutatis  mutandis as
            envisaged in 9.4) at a price equal to the fair market value
            thereof,  with  effect from the day on which the event referred to
            in 12.1.1 has taken place or the day prior to the day on which the
            event referred to in 12.1.2 has  taken  place,  as the case may be.

12.2     A  deemed  offer  in  terms  of  12.1  -

12.2.1     shall  be  irrevocable  and  shall  remain  open for acceptance for a
           period  of  forty  five  days from the date on which the relevant
           offeree became aware  of  the  deemed  offer;

12.2.2     shall  be  subject  to  the  conditions  that  -

12.2.2.1     the  relevant  transfer  must be approved by all appropriate gaming
             authorities;

12.2.2.2     a  written  cession of the claims offered and accepted and delivery
             of  the  share  certificates  in  respect of all the shares offered
             and accepted together  with  transfer  forms  in respect of all
             such shares duly completed in accordance  with the articles of
             association of the company shall be made to the offeree  within
             seven  days  after  acceptance  of  the  offer;

12.2.2.3     the  consideration  shall be payable against delivery of the shares
             and  claims  as  set  out  in  12.2.2.2;
                                       19
<PAGE>
12.2.2.4     the  offer  may  be  accepted  only  on  the  basis that all of the
             offeror's  shares  in and all of the offeror's claims against the
             company are to be  purchased  as  one indivisible transaction; and

12.2.3     shall  not  be  subject  to  any  other  terms  or  conditions.

12.3     If  any  offeree  acquires any shares in and claims against the company
         from  the  offeror  in  terms  of this clause 12, the offeree shall use
         its best endeavours  to procure the release of the offeror from all its
         obligations which the  offeror  may  have  in terms of or arising out
         of or in connection with any suretyship,  guarantee,  indemnity  or
         other act of intercession given, made or entered  into  by  the
         offeror  on  behalf  of  the  company  ("guarantees").

12.4     For  purposes  of  this  clause  12  -

12.4.1     "fair  market  value"  means  -

12.4.1.1     a  price  per  share  determined  by a firm of independent auditors
             (acting  as  experts  and  not  as  arbitrators)  agreed  upon  by
             the ordinary shareholders  within  fourteen  days  after  the
             date of acceptance in terms of 12.2.1, whose  decision  shall  be
             final  and  binding;

12.4.1.2     a  price  for  the  shareholder's  claims  equal  to the book value
             thereof;

12.4.2     should  the  ordinary  shareholders fail to agree upon an independent
           firm  of  auditors within fourteen days after the date of acceptance
           in terms of 12.2.1,    then  such  independent  firm  of  auditors
           shall  be appointed by the chairman  for  the  time  being  of  the
           South  African Institute of Chartered Accountants;
                                       20
<PAGE>

12.4.3     the  independent firm of auditors shall, in determining the fair
           market  value  -

12.4.3.1     be  obliged  to  call upon the shareholders to furnish it with
             their  respective  written  suggestions  as  to  what  the proper
             method  should  be  in  valuing  the  shares,  which  written
             suggestions  must  be  delivered  to  the  independent  firm  of
             auditors  within  seven  days  after  it  has  requested  such
             suggestions,  whereafter  the  independent  firm  of  auditors
             shall  decide  upon  the  method  to  be  applied;

12.4.3.2     have  reference  to  the  value of the shares in the open
             market  on  a  going  concern  basis  as  between  a  willing
             purchaser  and  a  willing  seller;

12.4.4     all shareholders shall forthwith be informed of a valuation
           of  the shares  in  and  shareholder's  claims against the company
           valued by  the  independent  firm  of  auditors, who shall be obliged
           to specify in writing to the shareholders the basis of the valuation
           and  the  reasons  therefor.

13          DILUTION

13.1       Subject  to  17.2  and  17.3,  the  percentage  of  the  total of the
           shareholders' loans to the company held by any ordinary shareholder
           shall at all times  be  equal  to  the  percentage of the total
           issued ordinary shares of the company  held  by  that  shareholder.

13.2       Accordingly,  should  any ordinary shareholder ("defaulting party")at
           any  time  fail  to  contribute  any  capital  or  loans which it was
           obliged to contribute  to the company as specified in this agreement
           or as otherwise agreed in  writing, and remain in default for more
           than fifteen days after receipt of a written  notice  from any of the
           other ordinary shareholders or from the company calling  upon  the
           defaulting  party  to  remedy  that
                                       21
<PAGE>
           default,  the  ordinary shareholding in the company shall be adjusted
           as set out in  this  clause  13.

13.3       Any  ordinary  shareholder wishing to have the ordinary shareholding
           in the company adjusted as contemplated in 13.2 or the company, as
           the case may be, shall  give written notice to the defaulting party
           that it requires the ordinary shareholding  to  be  adjusted.

13.4       Within  ten  days after the date on which the notice was given in
           terms of  13.3,  the  company  shall issue to all ordinary
           shareholders other than the defaulting  party,  at  an  issue  price
           based  on the fair market value of the company at such time
           (determined in the event of a dispute, mutatis mutandis, in
           accordance with  12.4) minus 10%, such number of ordinary shares in
           the company as  will  have the effect of adjusting the ordinary
           shareholding of the ordinary shareholders  in  the  company  to
           accord with the principles described in 13.1.

13.5       The  ordinary  shareholders  shall vote in favour of all resolutions
           of the  company  and  shall  execute all such documents as may be
           required to bring about the implementation of 13.4, including, but
           not limited to, the creation of new  share  capital  by  the company
           to enable it to issue such further ordinary shares  to  the
           non-defaulting  ordinary  shareholders.

13.6       Notwithstanding  anything  contained  herein  once the valuation of
           the shares  contemplated in this clause is complete, the defaulting
           party shall have the  right  within  3  days of such completion to
           elect rather to contribute the required  capital  or  loan  than  be
           diluted  in  terms  of  this  clause.

PART  IV  -  CORPORATE  GOVERNANCE

14       DIRECTORS  OF  THE  COMPANY

14.1       Until  the  ordinary  shareholders otherwise resolve, the company
           shall have  a  maximum  of  ten  directors  of  which  -
                                       22
<PAGE>

14.1.1       Century  shall  be  entitled  to  appoint  six;

14.1.2       COIL  shall  be  entitled  to  appoint  two;

14.1.3       Empowerco  shall  be  entitled  to  appoint  one;  and

14.1.4       the  trust  shall  be  entitled  to  appoint  one.

14.2       Any  shareholder shall be entitled, on notice to the company, to
           remove any  director  appointed  by  it  and  to appoint another
           director in his stead.

14.3       Each  director  shall  be  entitled,  on notice to the secretary to
           the company  and  subject  to the company obtaining all appropriate
           gaming authority approvals  in  this  regard,  to appoint an
           alternate director to act during his absence  and  in  his  stead.

14.4       Chairman  and  Vice  Chairman  of  the  board  -

14.4.1       The  chairman  of  the board shall be appointed  by  Century; and

14.4.2       shall  have  a  second  or  casting  vote.

14.4.3       A vice chairman  of  the  board  shall  be  appointed  by  COIL.

14.5     quorum for any directors' meeting of the company shall be all directors
         appointed  by  Century and all directors appointed by COIL, or their
         alternates, personally  present.

14.6     Should  a  quorum  not  be present within thirty minutes after the time
         appointed  for the' commencement of any meeting of the directors of the
         company, that  meeting  shall  stand adjourned to the following day,
         at the same time and place,  or  such  other  day, time or place as
         the chairman of the meeting shall appoint.  The  adjourned  meeting
         may  only deal with matters which were on the agenda  of  the  meeting
         which  was  adjourned.
                                       23
<PAGE>

14.7     Where  a  meeting has been adjourned as aforesaid, the company shall be
         obliged  to inform the directors who are not present at the adjourned
         meeting of the  time,  date  and  place  to  which the meeting has been
         adjourned by giving written  notice  of  such  adjourned  meeting  to
         the  directors  in  question.

14.8    If  at  any  adjourned  meeting  the directors appointed by Century, or
        their  alternates,  are  present  and  the directors appointed by COIL,
        or their alternates,  are  not,  the  directors  present  shall  be  a
        quorum.  If at any adjourned  meeting  the directors appointed by
        Century, or their alternates, are not  present,  the  meeting shall
        again stand adjourned to the following day, at the same time and place,
        or such other day, time or place as the chairman of the meeting  shall
        appoint.  The adjourned meeting may only deal with matters which
        were  on  the  agenda  of  the  meeting  which  was  adjourned.

14.9    The  directors  present  at the third adjournment of any meeting of the
        board  shall  be  a  quorum.

14.10   The  board  shall  also meet at the written request of the majority in
        number  of  the  directors,  which  request  shall  be delivered to the
        company.

14.11   Each  of  the  shareholders  shall procure that each director and each
        alternate  director  appointed  by  such  shareholder shall upon his
        appointment furnish  the  company  in  writing with a postal address
        and facsimile number at which  notice  of  meetings  shall  be  given
        to  him.

14.12   The  company  shall  give  notice  to  all its directors and alternate
        directors  of  all directors' meeting of the company at the address
        provided for in  14.11.
                                       24
<PAGE>
14.13   Seven  clear  days'  notice  shall  be  given  of  all meetings of the
        directors of the company unless the majority of the directors agree on
        a shorter period  of  notice.

14.14   Each  of  the  directors  or  his  alternate,  present  at a meeting -

14.14.1   appointed  by  Century shall have six votes divided by the number of
          directors  present  at  the  meeting  appointed  by  Century;

14.14.2   appointed  by  each  of COIL, Empowerco and the trust shall have one
          vote  each.

14.15   Without  limiting  the  discretion  of the directors to regulate their
        meetings,  the  directors  may  confer by telephone, close circuit
        television or other  electronic  means  or audio or audiovisual
        communication and a resolution passed  at  such  a conference shall,
        notwithstanding that the directors are not present  together  in one
        place at the time of the conference, be deemed to have been passed at
        a meeting of the directors duly called and constituted on the day
        on  which  and  at the time at which the conference was so held, it
        being agreed that  the  provisions  of this agreement relating to
        meetings of directors shall apply  mutatis  mutandis  to  such
        conferences.

14.16   Resolutions  signed  in  writing by a majority of the directors (after
        having  been  circulated  to  all  the directors at the addresses
        referred to in 14.11)  shall  be as valid and effectual as if passed
        at a meeting of directors.  The  resolution  may  consist  of  several
        documents each signed by one or more director  (or  their  alternates).

14.17   Should  a  deadlock  arise  at  any  meeting  of  the directors of the
        company,  the  matter  in  connection  with  which  the  deadlock
        arose  shall immediately  be  referred for determination to an ordinary
        shareholders' meeting of  the  company  which  shall be convened
        immediately and the resolution of the ordinary  shareholders  of  the
        company  regarding  the  matter  so  referred
                                       25
<PAGE>

        shall be the decision of the company regarding that matter.
        A quorum for such a meeting  shall  include  all  the  ordinary
        shareholders.

15     MEETINGS  OF  SHAREHOLDERS

15.1    A  quorum  for  a  general  meeting of the company shall be the minimum
        number  required  by  the  Act, save that there shall be no quorum
        unless CCI or Century  (for  so long as they are shareholders in the
        company) and COIL (for so long  as  it  is  a  shareholder in the
        company) are represented in person or by proxy  at  such  meeting.

15.2    Should  a  quorum  not  be  present  within  thirty  minutes  after the
        appointed  time for a general meeting, the general meeting, if convened
        by or on a  requisition  of members, shall be dissolved and in any other
        case shall stand adjourned  to  the  same  day  (of  if  that day is a
        Saturday, Sunday or public holiday the next business day), two weeks
        later at the same time and place and a quorum  at  the  resumption  of
        the general meeting shall be the minimum number required  by  the  Act,
        save that there shall be no quorum unless CCI or Century
        (for  so long as it is a shareholder in the company) is represented in
        person or by  proxy  at  such  meeting.

15.3    Subject  to the provisions of the Act, all decisions taken at a meeting
        of  shareholders  shall  be  taken  by  majority  vote.

PART  V  -  BUSINESS  OF  THE  COMPANY


16    CONDUCT  OF  THE  BUSINESS  OF  THE  COMPANY


16.1    It  is  recorded  that  the  company  has,  prior  to the signing date,
        concluded

16.1.1     a  written  casino  management  agreement  with Century;  and

16.1.2     a  written  hotel  management  agreement  with Hospitality,
                                       26
<PAGE>

         and  that  such  management  agreements  shall  remain  in full force
         and effect according  to  their  tenor.  No  changes,  cancellations,
         other  amendments, suspension  or  any other decision affecting these
         agreements shall be made save for  under the breach clauses without
         the joint consent of Century and COIL.  It is  the  understanding  of
         Century and COIL that the hotel management agreement includes  all
         hotel  and accommodation on the resort as well as food & beverage
         activities  within  the  accommodation,  or  hotel and casino and this
         cannot be managed  by  any  third  party.

16.2     The  day  to  day  affairs  of  the company not managed in terms of the
         management  agreements  referred  to  in  16.1 shall be controlled by
         the board.

17    FUNDING  REQUIREMENTS  OF  THE  COMPANY

17.1     It  is  recorded  that,  as at the signing date and taking into account
         this  transaction and excluding any sundry loan accounts or interest
         paid or due and  payable  on  any  loan  accounts

17.1.1     Century  has  made  working  capital  loan  funding  available to the
           company  in  the  form  of  a shareholders' loan in an amount of
           R19 500 000 and

17.1.2     COIL  has  made working capital loan funding available to the company
           in  the  form  of  a  shareholders'  loan  in  an  amount  of
           R10  500  000

17.2     All  additional  funding  required  by  the  company  in respect of its
         activities  or  for  purposes  of  developing  its business or funding
         any other working  capital  requirement,  as  determined  by the board
         from time to time, shall  be provided, unless the board determines
         otherwise, by way of own funding contributed  by  the  ordinary
         shareholders, whether in the form of loans by the ordinary shareholders
         to  the  company  in  the  proportion  of their ordinary shareholding
         in  the  company  or  by  way  of  further  ordinary
                                       27
<PAGE>
         share  capital subscribed for by the ordinary shareholders.  It is
         recorded that it  is  not  Century's intention to require additional
         funding to be contributed primarily  in  order  to  dilute  COIL.

17.3     Should  the  company  be  financed  by  loans  from  the   ordinary
         shareholders  referred  to  in  17.2,  such  loans  shall  -

17.3.1     be made by the ordinary shareholders simultaneously (in proportion
           to their  respective  ordinary  shareholding  in  the  company
           at  the  time);

17.3.2     be  unsecured;

17.3.3     shall  bear  interest at such rate and calculated and payable at such
           intervals  as may from time to time be determined by the board
           provided that the rate  of  interest payable to one ordinary
           shareholder shall at all times be the same  as  the  rate  of
           interest  payable  to  the  other ordinary shareholder;

17.3.4     only  be  repayable  when  the board so resolves and then only on the
           basis  that  the  ordinary  shareholders  are  repaid
           simultaneously  and proportionally;  and

17.3.5     be  repaid on the granting of an order (whether provisional or final)
           of  liquidation  or  judicial  management  of  the  company.

17.4     Notwithstanding  anything  to the contrary contained in this agreement,
         no suretyship, financial guarantee or indemnity shall be required to
         be given by any  shareholder  of  the  company  without  the
         shareholder's  prior  written agreement.

17.5     If  any  suretyship,  financial  guarantee  or  indemnity is given by a
         shareholder  on  behalf of the company for the purposes of any
         obligation of the company,  then the shareholders shall endeavour to
         procure that such suretyship, financial  guarantee  or  indemnity
         be  given  by  the
                                       28
<PAGE>

         shareholders  severally  in  proportion  to  their  shareholding in the
         company.
17.6     In  the  event  of  any  shareholder  nevertheless giving a suretyship,
         financial  guarantee  or  indemnity  to  anybody  jointly and severally
         with the consent  of  the  other  shareholders  in accordance with the
         provisions of this clause 17, the shareholders shall be liable under
         any such suretyship, financial guarantee or indemnity as between each
         other in proportion to their shareholding in  the  company  at  the
         time of giving the suretyship, financial guarantee or indemnity,
         irrespective of the terms of that suretyship, financial guarantee or
         indemnity.

18     BASIS  OF  ACCOUNTING  FOR  THE  CASINO  BUSINESS

       The  basis  of  accounting  for  the  casino  business  for  the sole
       purpose of determining  the  profits  available  for  distribution  to
       the  preference shareholders and the amount to be distributed to the
       preference shareholders are set  out  in  annexure  C  hereto,  which
       annexure  shall  not  be  exhaustive.

PART  VI  -  GENERAL

19     CESSION

       No  party  to  this agreement shall cede, assign, transfer, encumber or
       delegate any  of their rights in terms of this agreement without the
       consent of the other parties.

20     PERFORMANCE

       The  parties  shall  do  all acts and sign all such documents as may be
       required from  time  to time in order to implement and carry out the
       terms and conditions of  this  agreement.

21     ARBITRATION
                                       29
<PAGE>
21.1     Should  any  dispute  arise  between  the  parties in connection with -

21.1.1     the  formation  or  existence  of;

21.1.2     the  implementation  of;

21.1.3     the  interpretation  or  application  of  the  provisions  of;

21.1.4     the parties' respective rights and obligations in terms of or arising
           out  of,  or  the  breach  or  termination  of;

21.1.5     the  validity,  enforceability,  rectification,  termination  or
           cancellation,  whether  in  whole  or  in  part  of;

21.1.6     any documents furnished by the parties pursuant to the provisions of,
           this agreement or which relates in any way to any matter affecting
           the interests of  the  parties in terms of this agreement, that
           dispute shall, unless resolved amongst  the  parties  to the dispute,
           be  referred  to  and be determined by arbitration  in  terms  of
           this  clause.
21.2     Any  party to this agreement may demand that a dispute be determined in
         terms  of  this  clause  by  written  notice  given  to  the  other
         parties.

21.3     This  clause shall not preclude any party from obtaining interim relief
         on  an  urgent basis from a court of competent jurisdiction pending the
         decision of  the  arbitrator.

21.4     The  arbitration  shall  be  held  -

21.4.1     at Cape Town or such other place as the parties to the dispute may
           agree  upon  in  writing;

21.4.2     with only the legal and other representatives of the parties to the
           dispute  present  thereat;
                                       30
<PAGE>
21.4.3     mutatis  mutandis  in accordance  with the provisions of the Supreme
           Court  Act, No. 59 of 1959, the rules made in terms of that act and
           the practice of  the  division  of  the  High  Court  referred  to
           in  21.9;

21.4.4     otherwise  in  terms  of  the  Arbitration  Act,  No.  42  of  1965,
           it  being the intention that the arbitration shall be held and
           completed as soon as  possible.

21.5     The  arbitrator shall be, if the matter in dispute is principally -

21.5.1     a legal matter, a practising advocate or attorney of Cape Town of at
           least  fifteen  years'  standing;

21.5.2     an  accounting matter, a practising chartered accountant of Cape Town
           of  at  least  fifteen  years'  standing;

21.5.3     any  other  matter,  any  independent  person,

                 agreed upon between the parties to the dispute.

21.6     Should  the parties to the dispute fail to agree whether the dispute is
         principally  a  legal,  accounting  or  other matter within seven days
         after the arbitration  was  demanded,  the  matter  shall  be deemed to
         be a legal matter.

21.7     Should  the parties fail to agree on an arbitrator within fourteen days
         after  the  giving of notice in terms of 21.2, the arbitrator shall be
         appointed at  the  request  of  either  party to the dispute by the
         President for the time being of the Law Society of the Cape of Good
         Hope according to the provisions of 21.5.
                                       31
<PAGE>
21.8     The  decision  of  the  arbitrator  shall  be  final and binding on the
         parties to the dispute and may be made an order of the court referred
         to in 21.9 at  the  instance  of  any  of  the  parties to the dispute.

21.9     The  parties  hereby  consent  to the jurisdiction of the High Court of
         South  Africa  (Cape Provincial Division) in respect of the proceedings
         referred to  in  21.4.

21.10    The parties agree to keep the arbitration including the subject-matter
         of  the  arbitration  and the evidence heard during the arbitration
         confidential and  not  to disclose it to anyone except for purposes of
         an order to be made in terms  of  21.8.

21.11    The  provisions  of  this  clause  -

21.11.1    constitute  an irrevocable consent by the parties to any proceedings
           in  terms  hereof and no party shall be entitled to withdraw there
           from or claim at  any  such  proceedings  that  it  is  not  bound
           by  such  provisions;

21.11.2    are  severable  from  the rest of this agreement and shall remain in
           effect  despite  the  termination  of  or  invalidity  for  any
           reason  of this agreement.

22     DOMICILIUM  AND  NOTICES

22.1     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  -

22.1.1     Century  and  physical                         1  nerina  street
           the  company                                       Caledon  7230

           facsimile                                             0282122773
                                       32
<PAGE>

22.1.2     COIL  physical     -                           64  Kloof  Street
                                                                    Gardens
                                                                 Cape  Town

           facsimile     -     021  423  4407

22.1.3     Empowerco  physical     -

           facsimile     -                                                0


22.1.4     the  Trust  physical     -


           facsimile     -

22.2     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.

22.3     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.

22.4     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.

22.5     This  22 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  22.
                                       33
<PAGE>

22.6     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.

23     GENERAL

23.1     This  agreement novates and replaces all written shareholder agreements
         concluded  between  the  company,  COIL,  Century, Century Casinos
         Inc., Caledon Hotel  Spa  and  Casino  Resort  (Proprietary)  Limited,
         Fortes King Hospitality (Proprietary)  Limited,  Overberger  Country
         Hotel and Spa (Proprietary) Limited and  the  Senator  Trust.

23.2     This agreement constitutes the sole record of the agreement between the
         parties  in relation to the subject matter hereof.  Neither party shall
         be bound by  any express, tacit or implied term, representation,
         warranty, promise or the like  not  recorded  herein.  This  agreement
         supersedes and replaces all prior commitments,  undertakings  or
         representations, whether oral or written, between the  parties  in
         respect  of  the  subject  matter  hereof.

23.3     No  addition  to,  variation,  novation  or  agreed cancellation of any
         provision  of this agreement shall be binding upon the parties unless
         reduced to writing  and  signed  by  or  on  behalf  of  the  parties.

23.4     No  indulgence or extension of time which either party may grant to the
         other  shall  constitute a waiver of or, whether by estoppel or
         otherwise, limit any of the existing or future rights of the grantor
         in terms hereof, save in the event and to the extent that the grantor
         has signed a written document expressly waiving  or  limiting such
         right.

23.5     Without  prejudice  to  any  other  provision  of  this  agreement, any
         successor-in-title,  including any executor, heir, liquidator, judicial
         manager, curator  or  trustee,  of  either  party  shall  be  bound
         by  this  agreement.
                                       34
<PAGE>
23.6     The  signature by either party of a counterpart of this agreement shall
         be  as  effective  as  if  that  party had signed the same document as
         the other party.

24     DIVIDEND  POLICY

       The  ordinary  shareholders shall procure that in respect of each
       financial year the company declares and pays a dividend equal to not
       less than 1/3 of the after tax profits of the company.
       Notwithstanding the above no such dividend shall be declared  to  the
       extent  that  any  such  declaration  or  payment  will;

24.1     cause  the  company  to  borrow  money  to  effect  such  payment;

24.2     prevent the company from paying any of its debts as they may become due
         and
           payable  in  the  ordinary  course  of  business  as  well  ensuring
           that it has sufficient  funds  for  capital  expenditure
           requirements and any developmental plans;
24.3     will be declared to the extent that the auditors of the company
         certify  that  such dividend and payment is contrary to sound
         business practice having regard to the financial  position  of
         the  company.


25.1     GOVERNING  LAW  AND  JURISDICTION

25.1     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.

25.2     The  parties hereby consent and submit to the' jurisdiction of the Cape
         Provincial Division of the High Court of the Republic of South Africa
         in respect of  any  dispute  or  claim arising out of or in connection
         with this agreement.
                                       35
<PAGE>
26     LEGAL  COSTS

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


Signed  at Caledon                  on 4th November                    2000

                                   for  Century  Casinos  Africa (Pty) Ltd.

                                   /s/Peter Hoetzinger


                                    who  warrants  that  he  is  duly
                                    authorised  hereto

Signed  at                         on                                  2000

                                   for     Caledon  Overberg  Investments
                                   (Proprietary)  Limited




                                   who  warrants  that  he  is  duly
                                   authorised  hereto


Signed  at                         on                                  2000

                                   for     Overberg  Empowerment  Company
                                   Limited




                                   who  warrants  that  he  is  duly
                                   authorised  hereto


Signed  at                         on                                  2000

                                   for     Overberg  Community  Trust

                                       36
<PAGE>

                                   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

We,  Century  Casinos  Inc.,  Caledon  Hotel Spa and Casino Resort (Proprietary)
Limited, Fortes  King Hospitality (Proprietary) Limited, Overberger Country
Hotel and Spa (Proprietary) Limited  and  the Senator Trust, hereby agree and
consent to clause 23.1 of this agreement.



Signed  at Caledon                 on 4th November                    2000

                                   for  Century  Casinos  Inc.

                                   /s/Peter Hoetzinger

                                   who  warrants  that  he  is  duly
                                   authorised  hereto


Signed  at Caledon                on 4th November                    2000

                                   for  Caledon  Hotel  Spa  and  Casino
                                   Resort  (Proprietary)  Limited

                                   /s/Leon Fortes


                                   who  warrants  that  he  is  duly
                                   authorised  hereto

                                       37
<PAGE>
Signed  at Caledon                on 4th November                    2000


                                   for Fortes King Hospitality
                                   (Proprietary) Limited

                                    /s/Leon Fortes


                                   who   warrants  that he is duly
                                   authorised  hereto

Signed  at Caledon                on 4th November                    2000

                                   for  Senator  Trust

                                   /s/Leon Fortes


                                   who  warrants that he  is  duly
                                   authorised  hereto


Signed  at Caledon                on 4th November                    2000

                                   for     Overberger  Country  Hotel
                                   and  Spa  (Proprietary)  Limited

                                   /s/Leon Fortes


                                   who  warrants  that  he  is  duly
                                   authorised  hereto

                                       38
<PAGE>
ANNEXURE
PREFERENCE  SHARES
98.1   The  following  rights,  privileges  and  conditions shall apply to the
       preference  shares  (which  for  the avoidance of doubt shall not be
       cumulative) having  a  par  value  of  R1  each  ("preference shares")
       in the capital of the company  -

98.1.1   Each preference share shall confer on the holder the right to receive
         by  way  of  dividend in respect of each financial year of the company
         0.1% (one tenth  of  one  per  cent) of the after tax profits directly
         attributable to the Caledon  casino  business  in  that year and prior
         to the payment of interest or capital  on  shareholders'  loans  (other
         than  shareholders  loans provided in respect  of the casino business),
         subject to, as determined by the directors of the  company in their
         sole and absolute discretion, any working capital, capital
         expenditure  requirements, loan obligations and liabilities,
         attributable to the casino  business  and  after  taking  into  account
         the amount of STC payable in relation to the dividends on the
         preference shares and distributable reserves of the  casino  business.
         The  dividend  (if any) shall be payable within 3 months after  the
         financial  statements of the company have been audited and signed by
         the  directors  of  the  company.

98.1.2   Should  the  casino business be wound up, each preference share shall
         confer  the  right  on  the holder to receive out of funds which may
         lawfully be applied  for  that  purpose,  in priority to the holders
         of all other classes of shares  in the share capital of the company,
         0.1% (one tenth of one per cent) of any  surplus  directly
         attributable  to  the  casino  business  available  for distribution
         after payment of ail other liabilities attributable to such casino
         business.

98.1.3   Save  as  set  out herein, the holders of the preference shares shall
         not  be  entitled  to  participate in the profits of the company or
         any dividend payable  on  the  winding-up  of  the  company.

98.1.4   The  preference  shareholders  shall have the right to attend general
         meetings  and  adjourned  meetings  of  the  company  but  shall  not,
         save  in circumstances  envisaged  in  section  194,  of the Company's
         Act 1973, have the right  to  vote  at  any  such  meeting.

98.1.5   Should  any  preference shareholder wish to dispose of its shares, it
         shall  be required to do so in accordance with the pre-emptive rights
         provisions contained  in  the  articles  of  association  of  the
         company

98.1.6   The  terms  of  the  preference  shares may not be modified, altered,
         varied,  added  or  abrogated.

98.1.7   The  preference  shares  shall  not be redeemable except by agreement
         between the company and the holders of the preference share willing
         to have them redeemed.
<PAGE>
98.2   The  basis of accounting for the casino business of the company for the
       sole  purpose  of  determining  the  profits  available  for distribution
       to the preference  shareholders  and  the  amount  to  be distributed
       to the preference shareholders  as  set  out  in  Annexure  hereto
<PAGE>

BASIS  OF ACCOUNTING FOR THE CASINO BUSINESS OF THE COMPANY FOR THE SOLE PURPOSE
OF  DETERMINING  THE  PROFITS  AVAILABLE  FOR  DISTRIBUTION  TO  THE  PREFERENCE
SHAREHOLDERS  AND  THE  AMOUNT  TO BE DISTRIBUTED TO THE PREFERENCE SHAREHOLDERS

1.    Definitions

      The  following  words  and  expressions shall bear the meanings assigned
      to them below  and  cognate  words and/or expressions shall bear
      corresponding meanings:

  1.1  "the  casino  business"  means  the casino business owned by the company
       excluding, without limitation, the hotel, health spa, tourist village
       which will be  owned  by  the  company;

  1.2  "the preference shareholders" and "minority shareholders" means Overberg
       Empowerment  Company  Ltd  ("Empowerco"), and The Overberg Community
       Trust ("the Trust");

  1.3  "the  remaining  company business" means the business of the company but
       excluding  the  casino  business;

  1.4  "the  Trust"  means  the  Trustees  for  the  time being of the Overberg
       Community  Trust;

2.     Books  of  account

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

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

3.     Casino  branch  capital  and  undistributed  profits

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

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

4.   Finance  for  casino  business

     Any  finance  obtained  by  the  company  (including for the avoidance of
     doubt, shareholders'  loans  which  is  related to the operation of the
     casino business will be allocated directly to the casino business.  The
     interest and other costs and  capital  repayments  of  such  finance

<PAGE>
     will  be  met  by  the casino business prior to the distribution of
     dividends to minority  shareholders.

5    Branch  fixed  assets

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

6.   Bank  accounts  and  working  capital

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

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

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

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

7.     Services  provided  by  the  remainder

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

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

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

  7.4  The  cost  of  any  other  services  provided  by  the remaining company
       business  shall  be  charged  to  the  casino business on an arm's length
       basis.
<PAGE>
8.     Costs  and  income  of  the  casino  operation

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

9.     Taxation

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

10.    Basis  of  preparation  of  branch  accounts

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

11.    Branch  accounts  to  be  prepared  annually

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

12.    Basis  of  determination  of the distribution to be made from the branch

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

<PAGE>

13.    Transfer  OF  Reserves  to  the  remaining  company  business

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

14.   Preparation  of  final  branch  accounts

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