SUBORDINATION,  CESSION  AND  PLEDGE  AGREEMENT
1          PARTIES
1.1        The  parties  to  this  agreement  are  ~
1.1.1      PSG  Investment  Bank  Limited;
1.1.2      Century  Casinos  Africa  (Proprietary)  Limited;
1.1.3      Caledon  Overberg  Investments  (Proprietary)  Limited;
1.1.4      Caledon  Casino  Bid  Company  (Proprietary)  Limited;  and
1.1.5      Fortes  King  Hospitality  (Proprietary)  Limited.
1.2        The  parties  agree  as  set  out  below.
2          INTERPRETATION
2.1        In  this  agreement, unless inconsistent with or otherwise
           indicated by the context  ~
2.1.1      "THE/THIS  AGREEMENT"  means the agreement as set out herein,
           together with all  appendices  hereto;
2.1.2      "THE  CASINO  MANAGEMENT  AGREEMENT"  means the Casino
           management agreement concluded  between  the  Company  and
           Century  on  3  December  1999;
2.1.3      "CENTURY"  means Century Casinos Africa (Proprietary) Limited,
           a private company duly  incorporated  in  accordance  with
           the  Company
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           laws  of  the  Republic  of  South Africa, with registration
           number 96/10501/07;
2.1.4      "COIL"  means Caledon Overberg Investments (Proprietary) Limited,
           a private company duly incorporated in accordance with the Company
           laws of the Republic of South  Africa,  with  registration  number
           96/06728/07;
2.1.5      "THE  COMPANY"  means  Caledon  Casino Bid Company (Proprietary)
           Limited, a private  company  duly  incorporated  in accordance
           with the Company laws of the Republic  of  South  Africa,  with
           registration  number  96/010708  /07;
2.1.6      "THE  EFFECTIVE  DATE"  means,  notwithstanding  the  date  on
           which  this agreement is signed by the party signing last in time,
           the effective date of the loan  agreement;
2.1.7      "FINAL  DATE"  means  the  final  date  as  defined  in the loan
           agreement;
2.1.8      "FORTES"  means  Fortes  King  Hospitality (Proprietary) Limited, a
           private company duly incorporated in accordance with the Company
           laws of the Republic of South  Africa,  with  registration  number
           80/00096/07;
2.1.9      "THE  HOTEL  MANAGEMENT  AGREEMENT"  means  the  hotel management
           agreement entered  into  between  the  Company  and  Fortes  on
           3  December  1999;
2.1.10     "THE LOAN AGREEMENT" means the loan agreement to be concluded
           between PSGIB and  the  Company  contemporaneously  with  the
           conclusion of this agreement, in terms  of  which  PSGIB  is  to
           advance  certain  capital  sums to the Company;
2.1.11     "THE  MINIMUM  RATIOS"  means  the  minimum  ratios  as defined
           in the loan agreement;
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2.1.11     "PSGIB" means PSG Investment Bank Limited, a public company with a
           share capital duly  incorporated  in accordance with the Company
           laws of the Republic of South Africa,  with  registration  number
           98/17396/06;
2.1.12     "THE  SHAREHOLDERS"  means  collectively  Century  and  Coil;
2.1.13     "THE  SHAREHOLDERS'  LOANS"  means  all  loans  by  the shareholders
           to the Company  from  time  to  time;
2.1.15     any  reference  to  the  singular  includes  the  plural  and
           VICE  VERSA;
2.1.16     any  reference  to  natural  persons includes legal persons and
           VICE VERSA;
2.1.17     any  reference  to  gender  includes  the  other  genders;
2.2        The  clause  headings  in this agreement have been inserted for
           convenience only  and  shall  not  be  taken  into  account  in  its
           interpretation.
2.3        Words  and  expressions defined in any sub~clause shall, for the
           purpose of the  clause  of  which  that sub~clause forms part, bear
           the meaning assigned to such  words  and  expressions  in  that
           sub~clause.
2.4        If  any  provision  in  a  definition is a substantive provision
           conferring rights  or  imposing obligations on any party, effect
           shall be given to it as if it  were a substantive clause in the
           body of the agreement, notwithstanding that it  is  only  contained
           in  the  interpretation  clause.
2.5        If  any  period  is  referred to in this agreement by way of
           reference to a number  of  days,  the  days  shall  be  reckoned
           exclusively  of the first and inclusively  of  the  last day unless
           the last day falls on a day which is not a business  day,  in which
           case the day shall be the next succeeding business day.
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2.6        This  agreement shall be governed by and construed and interpreted
           in accordance with  the  law  of  the  Republic  of  South  Africa.
3          INTRODUCTION
 .1         In  terms  of  the  loan  agreement  PSGIB will, from time to time,
           advance certain  amounts  of  money  to  the  Company.
3.2        The  shareholders  have made shareholders' loans to the Company and
           may, in future,  make  further shareholders' loans to the Company.
3.3        The  Company  has  entered  into  -
3.3.1      the  casino  management  agreement  with  Century;
3.3.2      the  hotel  management  agreement  with  Fortes.
3.4        PSGIB  requires  that  ~
3.4.1      the  shareholders  must  subordinate  their  claims  arising  out
           of  the shareholders'  loans  against  the  Company  to  the claims
           of PSGIB against the Company  arising  out  of  the  loan agreement
           in the manner envisaged in this agreement;
3.4.2      the shareholders must cede the shareholders' loans to PSGIB as
           security for the  due  payment  by the Company of all and any
           amounts that may become due and payable  by  the  Company  to
           PSGIB  in  terms  of  the  loan  agreement; the shareholders must
           pledge all and any shares held by them in the Company as  further
           security for the Company's obligations to repay to PSGIB all
           amounts that  will  become  payable  by  it  in  terms  of  the
           loan  agreement;
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3.4.4      the  Company must withhold portion of the management fees payable to
           Century and Fortes  under  the agreements referred to in 3.3 above
           if the minimum ratios, as set  out  in  the  loan  agreement  are
           not  met
4          SUBORDINATION  OF  SHAREHOLDERS'  LOANS
4.1        Until  the  final date, the claims of the shareholders against the
           Company, arising  from  the  shareholders'  loans, shall be
           subordinated to the claims of PSGIB  against  the Company arising
           out of the loan agreement, in the manner set out  herein.
4.2        For  the  purposes of this paragraph 4, the expression "CASH ON HAND"
           means all  and  any  cash available to the Company on any particular
           date, excluding ~
4.2.1      the  amounts  held  by  it  in  the reserve account, as defined in
           the loan agreement;
4.2.2      cash  equal  to the total operating expenses incurred by the Company
           during the  3  (three)  completed  months  immediately  prior  to the
           date in question;
4.2.3      cash  equal to the amount of any capital expenditure which the
           Company will incur  in the 3 (three) months following immediately
           after the date in question.
4.3        The Company shall not, until the final date, pay to the shareholders
           either on account of interest which accrues on the shareholders' loan
           or on account of capital redemptions of  those  shareholders'  loans,
           any  amount  ~
4.3.1      other  than  out  of  cash  on  hand;
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4.3.2      if,  at  any  time,  the  Company fails to comply with all or any of
           the minimum ratios  as  set  out  in  the  loan  agreement;  or
4.3.3      if,  as  a  result of any such a payment, the Company will no longer
           comply with  any  one  or more of  the  aforesaid  minimum  ratios.
4.4        If,  prior  to  the  final  date,  the  Company is placed into
           liquidation, whether provisional or  final  and  whether  voluntary
           or  otherwise  ~
4.4.1      PSGIB  shall  be  entitled to prove, against the Company, the claim
           of each shareholder  in  the  name  of  each  shareholder;
4.4.2      PSGIB  shall prove, against the Company, both its claims arising out
           of the loan  agreement  and  the  claims  of  the  shareholders
           arising  out  of  the shareholders'  loans;
4.4.3      if the amount paid to PSGIB on account of those claims by the
           liquidator of the Company exceeds the amounts due to PSGIB by the
           Company, PSGIB shall, within 5 (five) days of receipt of payment of
           any amount by it from the liquidator, pay that excess to the
           shareholders in the proportion that the shareholders held the
           shareholders'  loans  in  the  Company  immediately  prior  to such
           liquidation.
5          CESSION  AND  PLEDGE
5.1        As  security  for  the  proper  and  timeous  payment by the Company
           of all amounts  whatever  (including all damages of whatever nature
           and all costs, both as  between  party  and party and as between
           attorney and own client), which the Company  may now or in the future
           owe to PSGIB in terms of the provisions of the loan  agreement,
           together  with  all interest thereon the shareholders hereby ~
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5.1.1      cede  in  security and pledge the ordinary shares held by them in the
           Company to PSGIB;  and
5.1.2      cede in security and pledge their shareholders' loans (whether
           currently in existence  or  whether  they  come  into  existence  at
           a future date) to PSGIB.
5.2        In  order  to  perfect  the  cession  and  pledge  in  terms  of
           5.1,  the shareholders  undertake  to  deliver  simultaneously
           with the signing hereof to PSGIB  ~
5.2.1      the  original  share  certificates  reflecting  the  shares  held
           by  the shareholders;  and
5.2.2      duly  signed,  undated  and  completed  share  transfer  forms.
5.3        The  shareholders jointly and severally warrant to PSGIB  that:~
5.3.1      they  are  the  legal  and  beneficial  owners  of  the  shares;
5.3.2      the  shares are not subject to any rights of retention or other
           limitations or encumbrances and may be ceded and pledged by the
           shareholders in terms hereof without  any  limitation;
5.3.3      save for any rights in favour of PSGIB, no rights of pre~emption or
           options or  other  similar  rights  exist  or  will  exist  in
           respect  of  the shares.
5.4        If the Company fails to pay to PSGIB any amount whatever owing to
           PSGIB in terms of  the  provisions of the loan agreement and
           thereafter fails for a period of 7 (seven) days after receipt of a
           written demand by PSGIB to the Company to remedy such  breach,
           PSGIB shall be entitled, notwithstanding anything to the contrary
           contained in the loan agreement, without prejudice to any rights
           which PSGIB may otherwise  have  as a result of that breach, to sell
           or dispose of or realise in any  other
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           manner  (on  such  terms and conditions as PSGIB may in its sole
           discretion deem fit)  any  of or all the shares and to retain the
           proceeds thereof in settlement of  the  Company's  indebtedness.
5.5        The shareholders hereby irrevocably authorise and empower PSGIB in
           REM SUAM to sell, collect, realise, transfer, negotiate, endorse
           or dispose of the shares or  any  of  them  in  such manner and on
           such terms and conditions as PSGIB may reasonably  deem  necessary,
           to institute, conduct and prosecute to finality or settle  any
           claims  or  legal  proceedings  (including appeals) which PSGIB may
           reasonably  deem  necessary  in  connection  therewith,  to give
           good, valid and sufficient  receipts  and  discharges  from  all
           sums of money paid to PSGIB in connection  therewith,  and  to cede,
           assign, transfer and deliver the shares in terms  thereof.
5.6        The  shareholders  hereby  renounce  the  legal  benefits and
           exceptions of excussion,  division,  cession  of  action,  NON
           NUMERATAE  PECUNIAE, NON CAUSA DEBITI,  revision  of  accounts,
           ERRORE  CALCULI  and  all  other  benefits  or exceptions which might
           or could be taken to the shareholders' liability in terms
           of  this  cession,  the shareholders declaring themselves to be fully
           acquainted  with  the full meaning and effect of this renunciation.
5.7        The  cession  and  pledge  in terms of this paragraph 5 shall not
           prevent a shareholder  from  selling  its shares in the Company
           subject to compliance with any  applicable  provisions  of  the
           loan agreement, and PSGIB shall on written request by a shareholder
           release its shares from such cession and pledge for the purposes  of
           such  a  sale  on  condition  that  the  sale in question does not
           contravene  the  applicable  provisions  of  the  loan  agreement.
6          MANAGEMENT  FEES  AND  PARTIAL  SUBORDINATION  THEREOF
6.1        The  parties  record  that  ~
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6.1.1      in  terms  of  section 4.2 of the Casino management agreement certain
           management fees will become  payable  by  the  Company  to  Century;
6.1.2      in  terms  of  paragraph  8  of  the  hotel  management  agreement,
           certain management  fees  will  become  payable  by  the  Company
           to  Fortes.
6.2        The  provisions  of  paragraphs  6.3  and  6.4 below shall apply if,
           at any particular  time  ~
6.2.1      the  Company  fails  to  comply  with  any  of  the  minimum  ratios;
           or
6.2.2      if  as a result of the payment of those management fees the Company
           will no longer  comply  with  the  minimum  ratios.
6.3        In  the  circumstances  envisaged  in  6.2  above  ~
6.3.1      the Company shall, for so long as those circumstances exist, pay to
           Century only  the  management  fees  envisaged  in  sections 4.2(a)
           and 4.2(b) read with 4.2(d)  of  the  casino  management  agreement;
6.3.2      the Company shall, whilst those circumstances exist, not pay to
           Century the management  fees  envisaged in section 4.2(c) of the
           casino management agreement (those  fees  are referred to herein as
           the "CENTURY RETAINED FEES") and Century shall  not  be  entitled
           to  receive  the  Century  retained  fees;
6.3.3      the  failure  by  the  Company  to pay the Century retained fees to
           Century shall,  notwithstanding  anything  to  the  contrary
           contained  in  the  casino management agreement, not constitute a
           breach of the casino management agreement by  the  Company;
6.3.4      the Company shall pay to Fortes only the management fees envisaged
           in paragraphs 8.1.1  and  8.1.2  of  the  hotel  management
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           agreement ("THE FORTES BASIC FEE") provided that if the Fortes
           basic fee is less than  the  guaranteed  minimum determined in
           terms of 6.4 below ("THE GUARANTEED MINIMUM")  the  Company  shall
           pay  the  guaranteed  minimum  to  Fortes;
6.3.5      notwithstanding  anything to the contrary contained in the hotel
           management agreement,  the  Company shall not pay the management
           fees envisaged in 8.1.3 of the  hotel  management  agreement
           ("THE  FORTES  INCENTIVE FEE") to Fortes, and Fortes  shall  not
           be  entitled to receive payment of the Fortes incentive fee,
           provided  that  if  the  guaranteed  minimum  exceeds the Fortes
           basic fees that excess,  if  paid by the Company to Fortes, shall
           constitute part~payment of the Fortes  incentive  fee;
6.3.6      the  Fortes  incentive fee or, if applicable, the remaining balance
           of that fee,  is  referred  to  herein  as  the  "FORTES
           RETAINED  FEE";
6.3.7      the  failure  by  the  Company  to  pay  the  Fortes  retained
           fee  shall, notwithstanding  anything  to  the  contrary
           contained  in the hotel management agreement,  not  constitute  a
           breach  by  the  Company of the hotel management agreement.
6.4        The guaranteed minimum management fees that shall be paid by the
           Company to Fortes whilst the conditions set out in 6.2 above
           prevail, shall be equal to R60 000,00  (sixty thousand Rand) per
           month, excluding value~added tax, escalated on each anniversary
           of the commencement of operations by the percentage increase in
           the  Consumer  Price  Index  (all items) during the period of 12
           (twelve) months immediately  preceding  the  applicable
           anniversary  of  the  commencement  of operations.
6.5        The  Company  shall, within a period of 10 (ten) business days
           after the date on which  the  circumstances envisaged in 6.2 above
           cease to exist, pay the Century retained  fees  to  Century  and
           the  Fortes  retained  fees  to
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           Fortes, and Century and Fortes shall, on that date, respectively
           become entitled to  payment  of  the  Century  retained  fees  and
           the  Fortes  retained  fees.
6.6        If  the Company is placed into liquidation (whether provisional or
           final) ~
6.6.1      the  claims  of  both  Century in respect of any Century retained
           fees that have  not  been  paid  to  it  and the claims of Fortes
           in respect of any Fortes retained  fees that have not been paid to
           it shall be subordinated to the claims of  PSGIB  against  the
           Company  arising  in any manner whatsoever out of or in connection
           with  the  loan  agreement; the  provisions  of  4.4  above  shall
           apply,  MUTATIS  MUTANDIS.
7          NOTICES  AND  DOMICILIA
7.1        The  parties  choose  as  their  DOMICILIA  CITANDI  ET  EXECUTANDI
           their respective  addresses  set out in this clause for all purposes
           arising out of or in  connection  with this agreement at which
           addresses all processes and notices arising  out  of or in connection
           with this agreement, its breach or termination may  validly  be
           served  upon  or  delivered  to  the  parties.
7.2        For purposes of this agreement the parties' respective addresses
           shall be ~
7.2.1      PSGIB  at  3rd  Floor,  160  Jan  Smuts  Avenue,  Rosebank  marked
           "FOR THE ATTENTION  OF  NAOMI  BOOYSEN"; facsimile  number
           (011)  788-4361;
7.2.2      Century  at  c/o  Werksmans, 22 Girton Road, Parktown, Johannesburg,
           marked "FOR  THE  ATTENTION  OF  WILDU  DU  PLESSIS";
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           facsimile  number  (011)  484  3100;
7.2.3      Coil  at  1  Nicol  Street,  Gardens,  Cape  Town;
           facsimile  number  (021)  418  9288;
7.2.4      the Company at 1 Nerina Street, Gardens, 7230, marked
           "FOR THE ATTENTION OF THE  MANAGING  DIRECTOR";
           facsimile  number  (028)  214  1270;
7.2.5      Fortes  at  6  Stone  House,  Portswood  Road,  V&A Waterfront,
           Cape Town , facsimile  number  (021)  425-3861,
           or  at  such  other  address  in the Republic of South Africa of
           which the party concerned  may  notify  the  others  in  writing
           provided that no street address mentioned  in  this  sub~clause
           shall  be changed to a post office box or POSTE RESTANTE.
7.3        Any notice given in terms of this agreement shall be in writing and
           shall ~
7.3.1      if  delivered by hand be deemed to have been duly received by the
           addressee on  the  date  of  delivery;
7.3.2      if posted by prepaid registered post be deemed to have been received
           by the addressee  on  the  8th  (eighth)  day  following  the  date
           of  such  posting;
7.3.3      if  transmitted  by  facsimile  be  deemed  to  have  been  received
           by the addressee  1  (one)  business  day  following  the  date  of
           dispatch, unless  the  contrary  is  proved.
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           Notwithstanding anything to the contrary contained or implied in this
           agreement, a  written  notice or communication actually received by
           one of the parties from another  including  by  way  of facsimile
           transmission shall be adequate written notice  or  communication
           to  such  party.
8          WHOLE  AGREEMENT
           This  agreement  constitutes  the  whole agreement between the
           parties as to the subject  matter  hereof and no agreements,
           representations or warranties between the  parties regarding the
           subject matter hereof other than those set out herein are  binding
           on  the  parties.
9          VARIATION
           No  addition  to  or  variation,  consensual  cancellation  or
           novation of this agreement  and  no waiver of any right arising from
           this agreement or its breach or  termination  shall  be  of any
           force or effect unless reduced to writing and signed  by  all  the
           parties  or  their  duly  authorised  representatives.
10         RELAXATION
           No latitude, extension of time or other indulgence which may be
           given or allowed by  any  party  to  the  other  parties  in
           respect  of  the performance of any obligation  hereunder,  and  no
           delay  or forbearance in the enforcement of any right  of  any party
           arising  from  this  agreement,  and no single or partial exercise
           of  any  right  by  any  party  under  this  agreement,  shall in any
           circumstances be construed to be an implied consent or election by
           such party or operate  as  a  waiver  or  a novation of or otherwise
           affect any of the party's rights  in terms of or arising from this
           agreement or estop or preclude any such party  from  enforcing  at
           any  time  and  without  notice, strict and punctual compliance with
           each  and  every  provision  or  term  hereof.
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SIGNED at Capetown                        On 13 April 2000
AS  WITNESS:
------------
/s/ James Forbes                          For:   PSG  INVESTMENT  BANK  LIMITED


/s/ James Forbes                                 /s/  Gernot Gunther
(Names  of  witness  in  block  letters)         Duly  Authorised


SIGNED at Capetown                        On April 13, 2000
AS  WITNESS:
------------
/s/ Gert Bunendag                         For:    CENTURY  CASINOS  AFRICA
                                                  (PROPRIETARY)  LIMITED

/s/ Gert Bunendag                                /s/ James Forbes
(Names  of  witness  in  block  letters)         Duly  Authorised

                                       14
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SIGNED at Capetown                        On April 13,2000
AS  WITNESS:
------------
/s/ Gernot Gunther                        For:    CALEDON OVERBERG INVESTMENTS
                                                 (PROPRIETARY) LIMITED

/s/ Gernot Gunther                               /s/ Leon Fortes
(Names  of  witness  in  block  letters)         Duly  Authorised



SIGNED at Capetown                        On April 13, 2000
AS  WITNESS:
------------
/s/ Sollie Nortje                         For:    CALEDON CASINO BID COMPANY
                                                 (PROPRIETARY) LIMITED

/s/ Sollie Nortje                                /s/James Forbes
(Names  of  witness  in  block  letters)         Duly  Authorised

SIGNED at Capetown                        On April 13, 2000
AS  WITNESS:
------------
/s/ Gert Bunendag                         For:    FORTES KING HOSPITALITY
                                                 (PROPRIETARY) LIMITED

/s/ Gert Bunendag                                /s/ Leon Fortes
(Names  of  witness  in  block  letters)         Duly  Authorised

                                       15
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__________________________________________________________________
                                   SCHEDULE 1
                                   ----------

SHARES  :
---------

CERTIFICATE  NOS.

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