LOAN  AGREEMENT
1          PARTIES
1.1        The  parties  to  this  agreement are
1.1.1      PSG Investment Bank Limited; and
1.1.2      Caledon Casino  Bid  Company  (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 ACT" means the Western Cape Gambling and Racing Law, No. 4 of
           1996, as amended  from  time  to  time;
2.1.2      "THE/THIS  AGREEMENT"  means the agreement as set out herein,
           together with all  appendices  hereto;
2.1.3      "THE  BOARD"  means  the  Western  Cape  Gambling  and  Racing
           Board,  as established  in  terms  of  section  2  of  the  Act;
2.1.4      "THE BOARD GUARANTEE" means the guarantee, a copy whereof is annexed
           hereto as  SCHEDULE  1,  which  PSGIB  has furnished to the Board in
           respect of Bidco's obligation,  VIS-  -VIS  the  Board  and  arising
           out of the grant of the casino licence  by  the  Board to Bidco, to
           undertake all construction work required to implement  the  project;
2.1.5      "BIDCO"  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;
                                        1
<PAGE>
2.1.6      "BUSINESS  DAY"  means  any  day  other  than  a Saturday, Sunday or
           public holiday  in  the  Republic of South Africa or a day on which
           commercial banks in the  Republic  of  South  Africa  generally  are
           not  open  for  business;
2.1.7      "THE  CASINO"  means  the  casino,  details  of which appear in the
           licence application,  which  Bidco will, if it obtains the casino
           licence, construct and operate on the property and includes both
           the permanent casino and the temporary casino  both  as  identified
           in  the  licence  application;
2.1.8      "THE  CASINO  LICENCE"  means the casino operation licence, as
           envisaged in section  27  of  the  Act,  for  which Bidco has applied
           in terms of the licence application;
2.1.9      "THE  CASINO  MANAGEMENT  AGREEMENT"  means the casino management
           agreement concluded between Bidco and Century on 3 December 1999, in
           terms whereof Century will  manage  the  casino  for  and  on  behalf
           of  Bidco;
2.1.10     "CENTURY"  means  Century  Casinos  Africa (Proprietary) Limited, a
           private company duly incorporated in accordance with the company laws
           of the Republic of South  Africa,  with  registration  number
           96/10501/07;
2.1.11     "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
2.1.12     "COMMENCEMENT OF OPERATIONS" means the first day on which the casino
            is open for business  to  the  general  public  whether  it  is  the
                                        2
<PAGE>
           temporary  casino  or  the  permanent  casino (both as identified in
           the licence application)  that  is  open  for  business;
2.1.13     "THE CONSTRUCTION PERIOD" means the period which commences on the
           effective date  and  which terminates 18 (eighteen) months after the
           effective date, or on the  date  on  which  all  construction  work
           included  in  the project becomes practically  complete,  whichever
           is  the  earlier;
2.1.14     "THE  CONSTRUCTION CONTRACT" means the contract, envisaged in 3.3
           read with 4.1.2  and  10.5  below,  which  Bidco  will  conclude with
           the  contractor;
2.1.15     "THE  CONTRACTOR"  means  Concor  Holdings  (Proprietary)  Limited;
2.1.16     "THE CONTRACTOR'S GUARANTEE" means the guarantee envisaged in 10.5.2
           below, which  the  contractor  will  furnish  to  Bidco  in  terms
           of the construction contract;
2.1.17     "DEBT  EQUITY  RATIO"  means  the  ratio between the debts of Bidco
           and the equity  of  Bidco  where  ~
2.1.17.1   "DEBT"  means  all interest-bearing debt of any nature whatsoever of
           Bidco, including any cumulative redeemable preference shares issued
           by it together with any  share  premium  attributable  to  any such
           cumulative redeemable preference shares,  but  excluding  any  debt
           included  in  the  definition of "EQUITY" in 2.1.17.2  below,  as
           reflected in Bidco's management accounts as at the date on which
           the ratio is measured or as reflected in any audited financial
           statements of  Bidco  that  may have been prepared as at that date
           and on the basis that if there  is  any  conflict  between  any such
           management accounts and such audited financial  statements,  the
           audited  financial  statements  shall  prevail;
                                        3
<PAGE>
2.1.17.2   "EQUITY"  means  the  aggregate  of the nominal values of all
           ordinary shares in Bidco in issue on the date on which the debt
           equity ratio is measured, the share premium  of  Bidco  attributable
           to any such ordinary shares, the shareholders' loans  (for  so  long
           as  they remain subordinated in the manner set out in the
           subordination  agreement),  any non-cumulative, non-redeemable
           preference shares issued  by  Bidco,  together  with  any  share
           premium attributable to any such shares,  the  capital  amount
           drawn-down  by  Bidco against the working capital facility and not
           yet repaid and Bidco's distributable reserves, all as reflected
           in  Bidco's management accounts prepared as at the date on which
           the debt equity ratio  is measured or in Bidco's audited financial
           statements prepared as at any such  a  date,  and  on the basis that
           if there is any conflict between any such management accounts and
           such audited financial statements, the audited financial statements
           shall prevail;
2.1.18     "DEBT  SERVICE  COVER  RATIO" means, in respect of any of Bidco's
           financial years,  the  ratio  for  that  year  between  ~
2.1.18.1   Bidco's  net  profit  before  interest  and tax as reflected in its
           audited financial  statements  for  the  financial  year in question
           and determined in accordance  with  generally  accepted  accounting
           principles; and
2.1.18.2   if  the  ratio  is determined in respect of the principal loan, all
           amounts which  became  payable by Bidco to PSGIB during the year in
           question in terms of the  principal  loan,  or,  if the ratio is
           determined in respect of the working capital  facility,  all amounts
           which became payable during the year in question by  Bidco  to PSGIB
           in  respect  of  the  working  capital  facility;
                                        4
<PAGE>
2.1.19     "THE  EFFECTIVE  DATE"  means  the 5th (fifth) business day after
           the suspensive conditions  have  all  been  fulfilled  or  waived,
           as  the  case  may  be;
2.1.20     "THE  FINAL  DATE"  means the date on which Bidco has paid to PSGIB
           all and any  amounts  which  will  become  payable  by  it to PSGIB
           arising out of or in connection  with  this  agreement;
2.1.21     "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;
2.1.22     "THE  HOTEL"  means the hotel known as the Overberger Hotel which
           currently consists  of 98 (ninety eight) bedrooms and which will,
           in the manner set out in the licence application, be altered and
           upgraded into a hotel which will consist of  86  (eighty  six)
           rooms  and  6  (six)  suites;
2.1.23     "THE  HOTEL  MANAGEMENT  AGREEMENT"  means  the  hotel management
           agreement entered  into  between  Bidco  and  Fortes  on 3 December
           1999, in terms whereof Fortes  will  manage  the  hotel  for  and
           on  behalf  of  Bidco;
2.1.24     "INTEREST  BASE  RATE" means 14.45% (fourteen point forty five
           PER CENTUM), nominal  annual  compounded  semi-annually  ;
2.1.25     "INTEREST COVER RATIO" means, in respect of any of Bidco's financial
           years, the  ratio  for  that  year  between  ~
2.1.25.1   Bidco's  net  profit  before  interest  and tax as reflected in its
           audited financial  statements  for  the  financial year in question
           and determined in accordance  with  generally  accepted  accounting
           principles; and
                                        5
<PAGE>
2.1.25.2   the difference between all interest incurred by Bidco during that
           financial year in respect of all and any of its interest-bearing
           debt of any nature whatsoever, including  any  dividends  which
           Bidco has contracted to pay during that year in respect  of  any
           cumulative, redeemable preference shares issued by it, and the
           interest actually received by Bidco during that financial year,
           all as reflected in  Bidco's  audited  financial  statements  for
           the  year  in  question;
2.1.26     "THE  LICENCE  APPLICATION'  means  the application for a gambling
           licence, made  by Bidco to the Board in terms of the provisions of
           section 32 of the Act;
2.1.27     "LOAN  LIFE  COVER RATIO" means, at any particular point in time,
           the ratio between  ~
2.1.27.1   the  anticipated  revenue that Bidco will derive out of the project
           for the period from the date on which the determination is made until
           the final date, as reflected  in  the  most  recently updated project
           forecast;  and
2.1.27.2   all  amounts (including, without limitation, any capital repayments
           and any interest)  as reflected in the most recently updated project
           forecast, which, if the  ratio  is  determined in respect of the
           principal loan, will become due and payable  by  Bidco  to  PSGIB
           in  respect of the principal loan during the same period  or,  if
           the  ratio  is  determined  in  respect  of the working capital
           facility,  will  become due and payable by Bidco to PSGIB during the
           same period in  respect  of  the  working  capital  facility;
2.1.28     "THE  MINIMUM  RATIOS" means the various  minimum ratios referred
           to in 10.1.1,  10.1.2,  10.1.3  and  10.1.4  below;
                                        6
<PAGE>
2.1.29     "THE  MODEL"  means  the computer model contained in a computer file
           which is in the  possession of PSGIB, which has been designed in
           order to update the project forecast  from  time  to time in order to
           take account of Bidco's actual trading results, a hard copy of which
           has been signed by the parties for the purposes of identification and
           which said hard copy has been lodged with Attorneys Werksmans of
           Johannesburg,  being  the attorneys who, as at the signature date,
           Represent Bidco;
2.1.30     "THE  PARTIES"  means  PSGIB  and  Bidco;
2.1.31     "THE  PRIME RATE" means the publicly quoted basic rate of interest
           (nominal annual) compounded monthly in arrears and calculated on a
           365 (three hundred and sixty  five)  day  year,  from  time to time
           published by First National Bank of Southern  Africa  Limited as
           being its prime overdraft rate, as certified by any manager of that
           bank, whose authority and/or appointment and/or qualification it
           will  not  be  necessary  to  prove;
2.1.32     THE  PRINCIPAL LOAN" means the loan made by PSGIB to Bidco in terms
           of the provisions  of  6  below;
2.1.33     "THE  PROJECT"  means  ~
2.1.33.1   the  construction  and furbishment of the casino, spa and health
           centre and tourist  village  emporium  on  the  property;
2.1.33.2   the conversion and upgrading of the hotel and the furbishment of the
           hotel;
2.1.33.3   all and any other construction work, identified in the licence
           application, which Bidco will become obliged, VIS- -VIS the Board,
           to undertake if it obtains the  casino licence including, without
           limitation, the construction of all roads and  other  infrastructure
           as  identified  in  the  licence  application;
                                        7
<PAGE>
2.1.33.4   the  purchase  of  all and any necessary equipment required by Bidco
           in order to operate  the  casino  both  on  a  temporary  and  a
           permanent  basis;
2.1.33.5   the  operation  of  the  casino  and  the  hotel;
2.1.34     "PROJECT  COSTS"  means all and any costs incurred by Bidco in
           implementing the  project  including,  without  limitation,  all
           costs  incurred by Bidco in connection  with  the  project  prior
           to  the signature date, and an amount not exceeding  R2 500 000
           (two million five hundred thousand Rand) which will become payable
           by  Bidco  to  Fortes  in  respect of the furbishment of the hotel,
           and including  further  all  VAT  that may become payable by Bidco
           in respect of the aforesaid  costs;
2.1.35     "THE  PROJECT  FORECAST" means the banking case model which has been
           agreed by  the parties, which reflects the anticipated trading
           results of Bidco for the period  from  the commencement of operations
           until the final date, updated from time  to  time,  as envisaged in
           10.4 below, in accordance with the model and in order  to  take
           account  of  Bidco's  actual  trading  results;
2.1.36     "THE  PROPERTY"  means  the  properties  specified  in  SCHEDULE  2
2.1.37     "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;
2.1.38     "THE  RESERVE  ACCOUNT"  means  the reserve account envisaged in 7.3
           below;
2.1.39     "THE SHAREHOLDERS' LOANS" means the shareholders' loans of
           R30 000 000 (thirty million  Rand)  to  be  made  by  Century
           and Coil to Bidco on the terms and conditions  and  conditions  set
           out  in  5.2
                                        8
<PAGE>
           below,  those  shareholders'  loans to be subordinated, in the manner
           set out in the subordination agreement, to the claims of PSGIB
           against Bidco arising out of or in connection with  this  agreement;
2.1.40     "THE  SIGNATURE  DATE" means the date of signature of this agreement
           by the party  signing  last  in  time;
2.1.41     "THE  SUBORDINATION  AGREEMENT"  means the  subordination  agreement,
           substantially  in  the  form  of  SCHEDULE  3,  to  be concluded
           between Fortes, Century,  Coil,  PSGIB  and  Bidco  on  the
           signature  date;
2.1.42     "THE  SUSPENSIVE  CONDITIONS"  means the suspensive conditions
           contained in 4.1  below;
2.1.43     "VAT"  means  value-added  Tax;
2.1.44     "THE  WORKING  CAPITAL  FACILITY"  means  the working capital
           facility made available  by  PSGIB  to  Bidco  in  terms  of  the
           provisions  of  7  below;
2.1.45     any  reference  to  the  singular  includes  the  plural  and  VICE
           VERSA;
2.1.46     any  reference  to  natural  persons includes legal persons and VICE
           VERSA;
2.1.47     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.
                                        9
<PAGE>
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.
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
3.1        Bidco  has  applied  for  the  casino  licence.
3.2        If Bidco obtains the casino licence, it will undertake the project
           and will require  funds  to  do  so.
3.3        Bidco  has  commenced  negotiations  with  the  contractor  with  a
           view to concluding,  with  the  contractor, a  construction contract
           ("THE CONSTRUCTION CONTRACT")  in  terms  of  which  the  contractor
           will undertake to execute all construction  work  that  will  be
           required  to  be undertaken as a part of the project.
3.4        PSGIB  has  agreed  to  ~
3.4.1      make  the  principal  loan  to  Bidco on the terms and conditions
           contained herein;
3.4.2      grant  the  working  capital  facility to Bidco on the terms and
           conditions contained  herein.
                                       10
<PAGE>
3.4.3      The Board has required Bidco, in anticipation of the grant of the
           casino licence to  Bidco, to procure that the Board guarantee is
           issued to the Board, and PSGIB has  issued  the  Board  guarantee
           to  the  Board.
4          SUSPENSIVE  CONDITIONS  AND  BOARD  GUARANTEE
4.1        This  agreement  is  subject  to  the  suspensive conditions that,
           within a period  of  2  (two)  months  after  the  signature  date~
4.1.1      the  Board  grants the casino licence to Bidco on the basis that
           Bidco will be  the  only person legally entitled to operate a casino
           in the Overberg region of  the  West  Cape Province, and on such
           further terms and conditions as may be acceptable  to  PSGIB  acting
           in  its  reasonable  discretion;
4.1.2      Bidco  concludes  the  construction  contract  with the contractor,
           that contract  to  contain  at  least  the  provisions  set  out
           in  10.5  below;
4.1.3      the  property  is  transferred  to  Bidco  in  the  office  of the
           relevant Registrar  of  Deeds,  and  the  mortgage  bond  envisaged
           in  12.1.1  below is registered  in  favour  of  PSGIB  over  the
           property;
4.1.4      the  general  notarial bond envisaged in 12.1.2 below is registered,
           in the office  of  the  relevant  Registrar  of  Deeds,  in  favour
           of  PSGIB.
4.2        The  suspensive  conditions  have been inserted into this agreement
           for the benefit  of  both  PSGIB  and Bidco, and in the circumstances
           the parties may in writing  agree to waive all or any of the
           suspensive conditions or to extend the period  for  fulfilment  of
           all  or  any  of  those  conditions.
4.3        If  the  suspensive  conditions are not fulfilled or waived as
           envisaged in 4.2  above  ~
                                       11
<PAGE>
4.3.1      this  agreement  shall,  subject  to  4.5  below,  be  of  no  force
           or effect;
4.3.2      Bidco  shall  pay  to  PSGIB  the  legal  costs  incurred  by
           PSGIB in the negotiation  and preparation of this agreement, subject
           to a limit of R50 000,00 (fifty  thousand  Rand)  excluding
           value-added  tax;
4.3.3      thereafter,  but  subject  to  any  contrary  provisions of this
           agreement, neither one of the parties shall have any claim of any
           nature whatsoever against the  other  arising  herefrom.
4.4        Each  one  of  the  parties  undertakes  to  do  all  such things
           as may be reasonably  necessary  in  order  to  procure  the
           fulfilment of the suspensive conditions.
4.5        Insofar  as  PSGIB has issued the Board guarantee to the Board, the
           parties agree  that  if  the  suspensive  conditions  are  not
           fulfilled  or  waived  ~
4.5.1      Bidco  shall  nevertheless, and despite the provisions of 4.3 above,
           remain obliged  to register the mortgage bond envisaged in 12.1.1
           below and the general notarial  bond  envisaged  in  12.1.2  below
           in  favour  of  PSGIB;
4.5.2      if  PSGIB  becomes  obliged  to  make  payments of any amounts to
           the Board pursuant to the Board guarantee, Bidco shall, forthwith
           against demand by PSGIB, pay  to  PSGIB  all and any amounts which
           PSGIB become legally obliged to pay to the  Board  arising  out  of
           or  in  connection  with  the  Board  guarantee;
4.5.3      if  Bidco fails to make payment of any such an amount strictly on due
           date, that amount shall bear interest at a rate of interest from time
           to time equal to the  prime  rate;
                                       12
<PAGE>
4.5.4      the  provisions  of  this  paragraph  4.5  (and  of paragraphs 12.1.1
           and 12.1.2 below)  shall continue to apply, despite the fact that the
           suspensive conditions have  not  been  fulfilled  or  waived.
5          BIDCO'S  SHAREHOLDERS'  AGREEMENT
5.1        Bidco  shall  procure  that  Century  and  Coil  shall  ~
5.1.1      subscribe for ordinary shares in Bidco at a total subscription price
           of R20 000  000 (twenty million Rand), those subscriptions to be
           made as and when Bidco incurs  project  costs;
5.1.2      lend  to  Bidco an amount of R30 000 000 (thirty million Rand) on
           the terms and  conditions  set  out  in  5.2  below.
5.2        The  loans  envisaged  in  5.1.2  above  must  be  made on the basis
           that ~
5.2.1      those loans will not accrue interest at a rate of interest which,
           from time to  time,  exceeds  the rate of interest payable by Bidco
           to PSGIB in respect of the  principal  loan;
5.2.2      the  claims  of  Century  and  Coil  against  Bidco  arising  out
           of or in connection  with the shareholders' loans, shall be
           subordinated to the claims of PSGIB  against  Bidco  arising out of
           or in connection with this agreement, that subordination  to  be
           effected  in  the  manner  set  out  in the subordination
           agreement.
5.3        Bidco  shall not, until the final date, declare any dividends in
           respect of the  ordinary  shares  envisaged  in  5.1.1  above  ~
5.3.1      other  than  out  of  cash  available to it, excluding any cash which
           it is obliged  to  hold  in  the  reserve  account;
5.3.2      if,  at the time of the declaration of those dividends, Bidco fails
           to comply with  all  or  any  of  the  minimum  ratios  or  if  as  a
           result  of  the
                                       13
<PAGE>
           declaration  and/or  payment of those dividends Bidco will no longer
           comply with any  of  the  minimum  ratios.
6          THE  PRINCIPAL  LOAN
6.1        PSGIB  hereby lends, on the terms and conditions set out in this
           agreement, an  amount  not  exceeding  R47  500  000,00  (forty
           seven million five hundred thousand  Rand)  ("THE  PRINCIPAL
           LOAN")  to  Bidco,  which Bidco shall apply ~
6.1.1      as  to  an  amount  of  R40 000 000,00 (forty million Rand) in order
           to pay project  costs;
6.1.2      as  to an amount of R500 000,00 (five hundred thousand Rand), in
           respect of the  raising  fee  envisaged  in  6.11  below;
6.1.3      as  to  an  amount  of  R7  000  000,00  (seven million Rand) in
           respect of interest which accrues, during the construction period,
           on amounts drawn-down by Bidco  against  the principal loan and
           capitalised in terms of the provisions of 6.12  below.
6.2        Bidco  shall  not,  except  if  expressly  otherwise  authorised
           in  this agreement,  use  the  principal  loan  for any purpose
           whatsoever other than the purposes  set  out  in  6.1  above.
6.3        Bidco  shall,  once it has incurred project costs equal to the
           aggregate of the  proceeds  of  the  issue  of  the  shares
           envisaged in 5.1.1 above and the shareholders'  loans  ("THE
           THRESHOLD  COSTS")  obtain  a  certificate from its auditors
           ("THE  AUDITORS' DRAW-DOWN CERTIFICATE") in which the auditors
           certify that  Bidco  has  incurred  the  threshold  costs.
6.4        Once  Bidco  has incurred the  threshold costs, it shall deliver
           the auditors' draw-down  certificate  to  PSGIB.  Bidco  shall,
           subject  to 6.5 below, not be entitled  to draw-down any  amounts
           on  account  of  the  principal  loan
                                       14
<PAGE>
           unless  and until it has delivered the auditors' draw-down
           certificate to PSGIB.
6.5        Bidco  shall  be  entitled  to draw, against the principal loan,
           the amount envisaged  in  6.1.2  above, on the date on which the
           suspensive conditions have been  fulfilled  or  waived,  as  the
           case  may  be.
6.6        Once  Bidco has delivered the auditor's draw-down certificate to
           PSGIB, and provided  that  the  suspensive  conditions have been
           fulfilled or waived, Bidco shall be entitled to draw-down amounts
           against the principal loan as and when it incurs project costs over
           and above the threshold costs. Bidco shall comply with the
           following  procedure  in  making  any  such  draw-downs  ~
6.6.1      if  the  draw-down  which  Bidco wishes to make relates to any
           construction work  undertaken  by  the  contractor,  Bidco shall
           obtain from the professional person  approved  as  envisaged  in
           9.5.3  below,  a  certificate in which that professional  person
           confirms  that the construction work to which the proposed
           draw-down  relates  has  been  completed;
6.6.2      if  the  proposed draw-down relates to any other project costs, Bidco
           shall obtain  from its then auditors a certificate confirming that
           those project costs have  been  incurred;
6.6.3      Bidco  shall  deliver  the  aforesaid certificates to PSGIB no later
           than 2 (two)  business  days prior to the date on which it wishes to
           make the draw-down in  question.
6.7        All  draw-downs  as  envisaged  in  6.6 above shall, subject to 6.8
           and 6.9 below,  be  made by Bidco on the dates and in the amounts set
           out in SCHEDULE 4.
6.8        If,  for  any reason whatsoever, Bidco will not, on any date set out
           in SCHEDULE 4,  be  in  a  position  to  comply with the provisions
           of  6.6  above
                                       15
<PAGE>
           in regard to the draw-down scheduled for that date in terms of
           SCHEDULE 4, Bidco shall,  at least 2 (two) business days prior to
           the date in question, deliver to PSGIB written notice of its
           inability to make the draw-down in question. In that case,  Bidco
           shall  be  entitled  to make the draw-down in question at any date
           after  the  date set out in SCHEDULE 2, provided that it shall, at
           least 2 (two) business  days  prior  to  the  date  on  which  it
           makes  that  draw-down  ~
6.8.1      deliver  the  certificates  envisages  in  6.6  above  to  PSGIB;
6.8.2      at  the  same time deliver to PSGIB written notice of its intention
           to make that  draw-down.
6.9        If  Bidco  is  in a position to comply with the provisions of 6.6
           above in regard to any draw-down envisaged in Schedule 4 prior to
           the date for which that draw-down  is  scheduled  in  terms  of
           SCHEDULE  4, Bidco shall be entitled to draw-down  the  amount  in
           question  earlier provided that it shall, at least 2 (two) business
           days prior to the date on which it wishes to make that draw-down,
           deliver  to  PSGIB  ~
6.9.1      the  certificates  envisaged  in  6.6  above;  and
6.9.2      written  notices  of  the  date  on which it wishes to make that
           draw-down.
6.10       PSGIB  shall  pay the amount of all draw-downs which Bidco becomes
           entitled to  make in terms of this paragraph 6 into such a bank
           account as Bidco may from time  to  time  in  writing  instruct.
6.11       Bidco  shall pay to PSGIB, in respect of the principal loan, a
           raising fee equal to  R500  000  (five  hundred  thousand  Rand),
           excluding  VAT.  Payment of the aforesaid  raising fee shall become
           due on the signature date, and shall be made by  Bidco  to  PSGIB
           within 3 (three) business days after the signature date. If the
           suspensive  conditions  are  not
                                       16
<PAGE>
           fulfilled  (or waived), PSGIB shall remain entitled to receive or to
           retain that raising  fee.
6.12       All  amounts  drawn-down  by  Bidco against the principal loan shall
           accrue interest  at  a  rate equal to 2,75% (two comma seven five PER
           CENTUM) above the interest  base  rate,  expressed  as a nominal
           annual compounded 6 (six) monthly rate.  All  interest  which accrues
           during the construction period in respect of amounts  drawn-down  by
           Bidco  against the principal loan shall be capitalised.
6.13       Notwithstanding  anything to the contrary contained herein, PSGIB
           shall not be  obliged  to advance to Bidco any further amounts on
           account of the principal loan  ~
6.13.1     once all amounts previously drawn-down by Bidco against the principal
           loan, together with all capitalised interest on those amounts,
           reaches or exceeds R 47 500  000,00  (forty  seven  million  five
           hundred  thousand  Rand);  and/or
6.13.2     the  construction  period  has  expired  (so that, if on termination
           of the construction  period  Bidco  has not drawn-down the full
           amount of the principal loan,  PSGIB  shall  no longer be obliged to
           lend and advance the full amount of the  principal  loan  to  Bidco
           but shall be obliged, instead, only to lend and advance  to Bidco, on
           account of the principal loan, the amount which, on expiry of  the
           construction  period,  has  been  drawn-down by Bidco  together  with
           capitalised  interest  on  those  draw-downs).
7          THE  WORKING  CAPITAL  FACILITY  AND  THE  RESERVE  ACCOUNT
7.1        PSGIB  hereby  makes  a  working capital facility available to Bidco
           on the terms  and  conditions  set  out  in  this  agreement. The
           amount of the working capital  facility  shall  be  the  lesser of ~
                                       17
<PAGE>

7.1.1      R10  000  000,00  (ten  million  Rand);  or
7.1.2      the  difference between the amount of R13 500 000,00 (thirteen
           million five hundred  thousand  Rand)  and  the  retained income
           of Bidco as reflected in its audited  financial  statement  for
           its  first  financial  year  which commences immediately  after
           the  commencement  of  operations.
7.2        Subject to 7.4 below Bidco shall, out of the cash available to it
           from time to  time,  and  with effect from the date 1 (one) year
           after the commencement of operations,  maintain  the  following  2
           (two)  reserves  ~
7.2.1      a  debt  service reserve which shall, at all relevant times, be equal
           to at least the total of the next 1 (one) repayment to be made by it
           in respect of the principal loan and the next 1 (one) repayment to be
           made by it in respect of the working  capital  facility;
7.2.2      an  interest  reserve  which  shall,  at all relevant times, be equal
           to at least  the  aggregate  amount of the interest that will accrue
           in respect of the principal  loan for the next 6 (six) months and the
           interest that will accrue in respect of any amounts drawn-down by it
           against the working capital facility for the  next  6  (six)  months.
7.3        Subject  to  7.4  below,  Bidco  shall cause the amount of the debt
           service reserve  and  the interest reserve which it will be obliged
           to maintain in terms of  7.2  above,  to  be  deposited  in  an
           account maintained by it with a bank, registered  as such in terms of
           the Banks Act. The aforesaid account is referred to  herein  as the
           "RESERVE ACCOUNT" and Bidco shall, forthwith after it becomes
           obliged  to  establish the reserve account and to deposit funds into
           it, request PSGIB  to  advise  it  whether PSGIB wishes the reserve
           account to be maintained with  PSGIB.  PSGIB shall, within 2 (two)
           business days after receipt of Bidco's aforesaid request, in writing
           advise Bidco whether it wishes the reserve account to  be  opened
           with  PSGIB  or  not.  If  ~
                                       18
<PAGE>
7.3.1      PSGIB  advises  Bidco  that  it  requires Bidco to open the reserve
           account with PSGIB,  interest  shall  accrue, in respect of amounts
           held from time to time in the reserve account, at a rate of interest
           equal at least to the most favourable rate  of  interest paid by
           PSGIB to any of its other customers in respect of a 6 (six)  months
           call  deposit;
7.3.2      PSGIB  advises  Bidco in writing that it does not require Bidco to
           open the reserve  account  with  it,  Bidco  shall,  within  2  (two)
           business days after receiving PSGIB's aforesaid written advice, open
           the reserve account with a bank which  has  a credit rating of A
           (or an equivalent rating) or better, and shall, forthwith  after  it
           has  opened  that  account,  deposit into that account the amounts
           which  it  is  required  to  deposit.
7.4        Bidco  shall  be  entitled to elect not to maintain the reserve
           account but instead  to  furnish  to  PSGIB  an  unconditional
           guarantee  ~
7.4.1      by  a  bank  with a credit rating of A (or an equivalent rating or
           better);
7.4.2      for  an  amount  equal  from  time  to  time to the reserves which
           Bidco is obliged  to  maintain  in  terms  of  7.2  above;
7.4.3      in  such  a  form  as  PSGIB  may  in  its reasonable discretion
           determine.
           Bidco  shall  be  entitled  to exercise the election conferred on it
           in terms of this  paragraph  7.4  at  any  time  whilst, in terms of
           7.2 and 7.3 above it is obliged  to  maintain the reserve account.
           Bidco shall not, however, be entitled either  to  refuse  to
           establish the reserve account or to withdraw any amounts deposited
           by  it  into  the  reserve account unless and until it has caused
           the guarantee  envisaged  in  this  paragraph  7.4  to  be
           delivered  to  PSGIB.
                                       19
<PAGE>

7.5        Bidco shall not be entitled to draw-down any amounts against the
           working capital facility  unless  and  until  ~
7.5.1      it  has  drawn-down  the  principal loan in full or, as envisaged
           in 6.13.2 above,  it  has become disentitled to draw-down the full
           amount of the principal loan;  and
7.5.2      it  has  utilised  all  its  retained earnings, as reflected in its
           audited financial  statements  for  its  first  financial year
           after the commencement of operations,  with  the  exception of any
           amounts that it may require in order to deposit  into  the  reserve
           account,  in  order  to  meet  its  working capital requirements.
7.6        In  order  to  ensure  compliance with the provisions of 7.5.2
           above, Bidco shall,  before  it  draws-down  any  amount  on  account
           of the working capital facility,  obtain  from  its  auditors  a
           certificate  ("THE FACILITY DRAW-DOWN CERTIFICATE")  in  which  the
           auditors  certify  that Bidco has applied all its available  retained
           income  towards  its  working  capital  requirements.
7.7        As  and  when  Bidco  wishes  to  draw-down any amounts against the
           working capital  facility,  it  shall  deliver  a  written  notice
           to PSGIB ("A FACILITY DRAW-DOWN  NOTICE")  that  notice  to  ~
7.7.1      set  out the amount of the draw-down which Bidco wishes to make
           against the working  capital  facility;
7.7.2      specify  a  draw-down  date  which shall not be less than 5 (five)
           business days  after  receipt  by  PSGIB  of  the facility draw-down
           notice in question);
7.7.3      be  accompanied  by  the  relevant  facility  draw-down  certificate.
           Bidco  shall  not  be  entitled  to  make draw-downs against the
           working capital facility  more  frequently  than  once  in  every
           calendar  month.
                                       20
<PAGE>
7.8        PSGIB  shall  advance  the  amount  specified  in any facility
           draw-down notice, provided  that  the  facility draw-down notice
           complies with the requirements of 7.7  above,  on  the draw-down date
           stipulated in the facility draw-down notice.  All  advances  made by
           PSGIB to Bidco in respect of the working capital facility shall  be
           paid by PSGIB into such a bank account as Bidco may from time to time
           in  writing  specify.
7.9        All  amounts drawn-down by Bidco against the working capital facility
           shall accrue  interest  from  time to time at a rate equal to 3,75%
           (three comma seven five  PER  CENTUM)  above  the interest base rate,
           expressed as a nominal annual compounded  six-monthly  rate. All
           interest which accrues on the working capital facility  prior  to
           the  date on which Bidco has drawn-down the working capital facility
           in  full  shall  be  capitalised.
7.10       Notwithstanding anything to the contrary contained in this agreement,
           PSGIB shall  not  be  obliged to advance any further amounts on
           account of the working capital facility to Bidco once all amounts
           previously advanced by it to Bidco in respect  of  the working
           capital facility, excluding any capitalised interest in respect  of
           those  amounts,  reach  or exceed the maximum amount of the working
           capital  facility,  determined  in  accordance  with  7.1  above.
7.11       If  Bidco  has,  by the expiry of a period of 24 (twenty-four) months
           after the  commencement  of  operations,  not  made any draw-downs
           against the working capital  facility  ~
7.11.1     the  working  capital facility shall, with effect from the first day
           of the 25th  (twenty  fifth)  month  after  the  commencement of
           operations, IPSO FACTO terminate, and Bidco shall not, thereafter, be
           entitled to draw-down any amounts against  the  working  capital
           facility;
7.11.2     no  such  a  deemed  cancellation  of the working capital facility
           shall, in any manner  whatsoever,  entitle  Bidco  to  receive
           repayment  of
                                       21
<PAGE>
           any  commitment  fee,  as envisaged in 7.11 below, which it has paid
           to PSGIB in respect  of  the  working  capital  facility.
7.12       Bidco  shall,  with effect from the date on which the suspensive
           conditions have been fulfilled or waived (as the case may be) and
           monthly in advance, pay a monthly commitment fee to PSGIB in respect
           of the undrawn portion of the working capital  facility.  That
           commitment  fee  shall  ~
7.12.1     for so long as any portion of the working capital facility remains
           undrawn, be  calculated  on  the  1st  (first)  day  of  each  and
           every calendar month;
7.12.2     be  calculated, until it is possible to calculate the maximum amount
           of the working  capital facility in terms of the provisions of 7.1
           above, on the amount of  R10  000  000,00  (ten  million  Rand);
7.12.3     be equal to 40 (forty) basis points (nominal annual compounded
           annually) on the  amount of the undrawn facility on the date on which
           the calculation is made or, in the circumstances described in 7.12.2
           above, on the amount R10 000 000,00 (ten  million  Rand);
7.12.4     exclude  VAT.
           If  the commitment fee envisaged in this paragraph becomes payable
           for a portion of a month only, the amount payable in respect of that
           month shall be pro-rated.
7.13       Bidco's  obligation to pay the commitment fee envisaged in 7.11 above
           shall terminate  ~
7.13.1.1   with  effect  from  the  final  facility date as defined in 8.1.2
           below; or
                                       22
<PAGE>

7.13.1.2   with  effect  from  the date on which the working capital facility
           terminates by virtue  of  the  provisions  of  7.11.1  above.
8          REPAYMENT  OF  CAPITAL  AND  INTEREST
8.1        For  the  purposes  of  this  paragraph  ~
8.1.1      the  "FINAL  PRINCIPAL DATE" means the date on which all amounts
           drawn-down by  Bidco  against  the principal loan together with all
           capitalised interest on those  amounts reaches R47 500 000,00
           (forty seven million five hundred thousand Rand)  or  the  date 18
           (eighteen) months after the effective date, whichever is the earlier;
8.1.2      the  "FINAL FACILITY DATE" means the date on which Bidco has
           drawn-down the working  capital  facility  in full, or the last day
           of Bidco's second financial year  after  the  commencement  of
           operations,  whichever  is  the  earlier;
8.1.3      "THE  PRINCIPAL OUTSTANDING" means the aggregate of all amounts
           drawn-down, as  at  the  final  principal  date,  by Bidco on account
           of the principal loan, together with all capitalised interest, as at
           the final principal date, on those amounts;
8.1.4      "THE FACILITY OUTSTANDING" means the aggregate of all amounts
           drawn-down by Bidco,  as  at  the  final  facility  date, against the
           working capital facility together  with  all capitalised interest on
           the amount of those draw-downs as at the  final  facility  date.
8.2        Bidco  shall  repay  ~
8.2.1      the  principal  outstanding to PSGIB in 10 (ten) equal semi-annual
           payments, the first such payment to be made on the last day of the
           6th (sixth) month following upon  the  final  principal  date,  and
                                       23
<PAGE>

           subsequent  payments  to  be  made on the last day of each and every
           6th (sixth) month  thereafter;
8.2.2      the  facility  outstanding  to  PSGIB  in  10  (ten)  equal
           semi-annual instalments,  the  first  payment  to be made on the last
           day of the 6th (sixth) month  after  the  final facility date and the
           subsequent payments to be made on the  last  day  of  each  and
           every  6th  (sixth)  month  thereafter.
8.3        Bidco  shall  pay  to  PSGIB  ~
8.3.1      on  the last day of every 6th (sixth) month after the final principal
           date, all  interest  which  has  accrued  on  the balance of the
           principal outstanding during  the  immediately  preceding  6  (six)
           months;
8.3.2      on  the  last  day of each 6th (sixth) month after the final
           facility date, the  interest  which  has  accrued  on  the  facility
           outstanding  during  the immediately  preceding  6  (six)  months.
9          INCREASED  COSTS
9.1        If  any  of  the  following  occurs  ~
9.1.1      the  adoption,  change,  amendment,  variation,  replacement  or
           change in interpretation of any Law, with which PSGIB is required
           to comply, or any change in  any  circumstances  occurs  or  any
           duty  is  imposed at any time after the signature  date;  and/or
9.1.2      any  directive,  announcement, requirement, request or guidance
           (whether or not  having the force of law) of any central bank or
           any other fiscal, monetary, regulatory  or  other  authority;
9.1.3      and/or any change in banking practice as it affects or is applied
           generally by any financial  institution  in  the  Republic  of
           South  Africa;  and/or

                                       24
<PAGE>
9.1.4      a  requirement or a request by any statutory or monetary authority to
           pay taxes, levies  or  other  amounts whatsoever or to maintain
           special deposits or reserve assets,  in addition to those currently
           paid or maintained or reserved by PSGIB; and/or
9.1.5      any  compliance  by PSGIB with any capital adequacy or similar
           requirements howsoever  arising;
           which  imposes, modifies or deems applicable any capital or reserve
           requirements or  similar requirements in respect of the principal
           loan and/or working capital facility, or imposes on PSGIB any other
           requirements or conditions affecting its obligations  to  make  or
           maintain  the  principal  loan and/or working capital facility, with
           the  result that the cost to PSGIB of making or maintaining the
           principal  loan  and/or  the working capital facility is increased,
           Bidco shall, within 10 (ten) business days after receipt of a
           written demand from PSGIB , pay to  PSGIB  an  additional  amount
           as is sufficient to compensate PSGIB for such increased  cost.
9.2        PSGIB  shall  ~
9.2.1      notify  Bidco  immediately when it becomes aware of any event which
           will or may  entitle  it  to  make  a  demand  in  terms  of  9.1
           above;  and
9.2.2      at the same time provide Bidco with copies of all documents
           evidencing such increased  cost, as PSGIB may have in its possession
           and as Bidco may reasonably require.
10         POSITIVE  UNDERTAKINGS
10.1       Bidco  shall  ~
10.1.1     maintain  a debt equity ratio of 44:56 with effect from the last day
           of the 12th (twelfth)  month  after the commencement of operations
           and shall maintain a debt equity  ratio  of  40:60  with  effect
           from  the  last
                                       25
<PAGE>
           day  of  the  24th  (twenty-fourth)  month after the commencement of
           operations;
10.1.2     maintain,  for  each  of  its  financial  years
           commencing  with the first financial  year  which  follows
           immediately upon  the expiry of a period of 12 (twelve) months after
           the commencement of operations, an interest cover ratio of at  least
           2  (two);
10.1.3     maintain,  in  respect  of each of its financial years, commencing
           with the 1st (first) financial year following upon the expiry of 12
           (twelve) months after the  commencement of operations, a debt
           service cover ratio of at least 1,3 (one comma  three) in respect of
           the principal loan and a debt service cover ratio of at  least  1,7
           (one  comma  seven)  in respect of the working capital facility;
10.1.4     maintain,  in  respect  of each of its financial years, commencing
           with the first  financial year following upon the commencement of
           operations, a loan life cover  ratio of 1,5 (one comma five) in
           respect of the principal loan and a loan life  cover  ratio  of
           2,5  (two  comma five) in respect of the working capital facility;
10.1.5     supply  PSGIB  with  copies  of  its  monthly management accounts
           within 30 (thirty)  days  after  month-end  during  the period which
           expires at the end of Bidco's  first  financial  year  after  the
           commencement  of  operations,  and thereafter  quarterly  within  45
           (forty five) days after the expiry of each and every  quarter
           (and quarters shall be reckoned with effect from the first day of
           the  first  month  of  any  of  Bidco's  financial  years);
10.1.6     supply  PSGIB  with  a  copy of its audited financial statements
           within 120 (one  hundred  and  twenty)  days  of  each  financial
           year  end;
10.1.7     invite  at least 1 (one) representative of PSGIB to attend all board
           meetings of Bidco  and  provide  such  invitee  with  all
           documentation
                                       26
<PAGE>
           that  shall  form  the  subject matter of or be discussed at the
           board meetings;
10.1.8     acquire and maintain all licences required for its business and shall
           apply generally  accepted  practice  and  obey  all  regulations,
           safety standards and applicable  laws  in  the conduct of its
           business including, without limitation, all  obligations imposed on
           it in terms of either the Act or the casino licence;
           at  all  times  ensure  that it employs all such staff as may be
           reasonably required  by  it in order to operate its business, all
           such staff to be suitably qualified;
10.1.10    ensure  that  all  construction work required to be undertaken as a
           part of the project (as defined in the construction contract) is
           completed no later than 18  (eighteen)  months  after  the  effective
           date;
10.1.11    effect and maintain the insurance cover envisaged in 10.2 below
           with effect from  -
10.1.11.1  a  period  of  three  months  after  the signature date, in the case
           of the insurance  envisaged  in  10.2.1  below;
10.1.11.2  the  commencement  of  operations,  in  respect  of  all  other
           insurances envisaged  in  10.2  below;
10.1.12    subject to 7.4 above, maintain the reserve account in the manner set
           out in 7.2  read  with  7.2.2  above;
10.1.13    ensure  that, until the final date, it complies with all its
           obligations in terms  of  the Casino management agreement and with
           all its obligations in terms of  the  hotel  management agreement
           (both agreements as amended in terms of the subordination
           agreement);
                                       27
<PAGE>
10.1.14    comply  with  all  its  obligations  in  terms  of  the  construction
           contract.
           Any  failure  by  Bidco  to  comply with any of its obligations in
           terms of this paragraph  10.1  or  in  terms  of  10.2  and/or  10.
           3 below, shall constitute a material  breach  of  this  agreement.
10.2       Bidco shall, until the final date insure itself against all such
           risks as a prudent  man  of  business  would  insure  himself
           against,  including, without limitation  ~
10.2.1     property  all-risks  cover,  the  amount  of  that cover to be equal
           to the replacement  value  of  all  its  property  whether  movable
           or  immovable;
10.2.2     business interruption, the amount covered to be equal to at least 3
           (three) months'  of  net  monthly profits after interest and tax as
           forecast in the most recently  updated  project  forecast;
10.2.3     third-party  liability, the amount of that cover to be at least
           R10 000 000 (ten  million  Rand);
10.2.4     employee  fidelity  cover, the amount of that cover to be at least
           R500 000 (five  hundred  thousand  Rand)  per  event;
10.2.5     insurance  on  the lives of its key management staff, each such a
           policy to be  equal  to  at  least  twice the annual earnings of the
           employee in question.
10.3       Bidco  shall, against demand from PSGIB, deliver to PSGIB documentary
           proof of  the  fact  that the insurances envisaged in 10.2 above has
           been obtained and that  those  insurances have been maintained
           including, without limitation, that all  insurance  premiums  due
           in  terms  of  those  insurances  have been paid.
                                       28
<PAGE>
10.4       The  parties  shall  annually, no later than 22 (twenty two) business
           days after the  date  on  which  Bidco's  audited  financial
           statements for any particular financial year becomes available,
           update the project forecast in accordance with the model in order to
           take account of the actual trading results of Bidco during the
           financial  year in question as reflected in the aforesaid audited
           financial statements.
10.5       The construction contract shall, save if PSGIB in writing otherwise
           agrees, contain  at  least  the  following  terms  and  conditions  ~
10.5.1     in  return  for undertaking the construction work concerned, the
           contractor must  be  entitled  to  be  paid  a  fixed  sum of money
           ("THE CONTRACT PRICE");
10.5.2     the  contractor  must  be obliged to provide to Bidco a design,
           operability and performance guarantee acceptable to PSGIB and equal
           to at least 10% (ten PER CENTUM)  of  the  contract  price;
10.5.3     a  suitably  qualified  professional person approved by PSGIB acting
           in its reasonable  discretion,  must be appointed in order to
           certify the progress made by  the  contractor  from time to time in
           attending to the required construction work,  any  such  a
           certificate  to  reflect  the  value  of  the  work  done;
10.5.4     the  contract  price  must  be  payable  to  the contractor as and
           when the certificates  envisaged  in  10.5.3  above are issued,
           provided that, out of the amount  of any such a certificate and
           except if the contractor has delivered the retention  bond
           envisaged  in 10.5.6 below, Bidco must be entitled to retain an
           amount  of  10%  (ten  PER  CENTUM);
10.5.5     it  must provide for a period, not to be shorter than 3 (three)
           months after the date upon which the construction work to be
           undertaken by the contractor becomes practically  complete, during
           which  the
                                       29
<PAGE>
           contractor  will  be  liable to remedy defects that manifest
           themselves in those works;
10.5.6     Bidco  must  be obliged to pay the amounts retained by it on account
           of the contract price, on expiry of the period envisaged in 10.5.5
           above, provided that if  the  contractor  fails  to  attend  to  any
           required repairs, Bidco must be entitled  to effect those repairs
           and to deduct the reasonable costs of doing so from  any  of  the
           aforesaid  retained  amounts;
10.5.7     the  contractor  must be entitled, if it so chooses, to furnish a
           retention bond  to  Bidco  in respect of the retentions envisaged in
           10.5.4 above, and if the contractor furnishes such a retention bond,
           Bidco must no longer be entitled to  retain  the  amounts  envisaged
           in  10.5.4  above.
11         NEGATIVE  UNDERTAKINGS
           Bidco  shall,  until  the  final  date  ~
11.1       not incur, in any one of its financial years, any debts which,
           inclusive of interest  which  will  accrue  on those deeds,
           exceed R1 000 000,00 (one million Rand)  in  the  aggregate;
11.2       not  encumber any of its assets without the prior written consent of
           PSGIB;
11.3       not  dispose of any of its assets, otherwise than in the ordinary
           course of business,  without  the  prior  written  consent of PSGIB;
11.4       procure  that  each  one  of Century and Coil maintains its
           shareholding in Bidco  at  a  number of shares equal to at least 35%
           (thirty five PER CENTUM) of all  the  issued  shares  of  Bidco  of
           any  class  whatsoever;
                                       30
<PAGE>
11.5       ensure  that,  if either Century or Coil sells any of its shares in
           Bidco, PSGIB is  advised  forthwith;
11.6       procure  that there is no change in control of either Century or
           Coil ("THE COMPANY"),  and  for  this  purpose  control  shall
           mean  ~
11.6.1     the beneficial ownership of the majority of the issued equity shares
           of the company;  or
11.6.2     the  beneficial  ownership  of  issued  shares of the company
           entitling the beneficial  owner thereof to exercise less than a
           majority of votes attaching to all  the  issued  shares of the
           company, where such voting power is sufficiently dominant  relative
           to  the spread of other shareholdings that it constitutes DE FACTO
           control  of  the  company;  or
11.6.3     the right, through shareholding or otherwise, to control the
           composition of the  board  of directors of the company and, without
           prejudice to the generality of  the  aforegoing,  the  composition
           of  such  board shall be deemed to be so controlled  if  the  person
           or company holding the right may by the exercise of some  power,
           directly  or  indirectly,  appoint  or  remove the majority of the
           directors;  or
11.6.4     the  right  to  control  the  management  of  the  company;
11.7       ensure  that,  if there is a change of control of either Century or
           Coil as contemplated  in 11.6  above,  PSGIB  is  advised  forthwith;
11.8       not  breach  any  of  the  provisions  of  the  subordination
           agreement;
11.9       not  declare  any dividend in contravention of the provisions of 5.3
           above.
11.10      ensure  that  it  will  not, in respect of its use of the property,
           incur any environmental liability. Bidco hereby indemnifies PSGIB and
           holds PSGIB harmless against  all  and  any  claims  of  any  nature
           whatsoever
                                       31
<PAGE>
           that  may be made against it by any third party whatsoever arising
           in any manner whatsoever  out  of  or  in  connection  with  the use
           of the property by Bidco.
           Any  failure  by  Bidco  to  comply with any of its obligations in
           terms of this paragraph  11  shall  constitute  a  material  breach
           of  this  agreement.
12         SECURITY
12.1       As  security  for  the  proper  and timeous performance by Bidco of
           all its obligations  to  PSGIB  in terms of the provisions of this
           agreement (including, without  limitation,  the  obligation
           envisaged  in  4.5  above,  Bidco  ~
12.1.1     shall  forthwith  after  the  signature  date  at its cost register
           a first mortgage  bond  over the property in favour of PSGIB in such
           form and subject to such terms and conditions as PSGIB may
           reasonably require, that mortgage bond to provide  security  for  an
           amount  of  at least R65 000 000 (sixty five million Rand);
12.1.2     shall  forthwith  after  the  signature date at its cost register a
           general notarial  bond  over  all  its movable assets, that bond to
           be collateral to the mortgage  bond envisaged in 12.1.1 above, and
           that bond to be registered in such a  form  as  PSGIB  may
           reasonably  require;
12.1.3     shall,  if  PSGIB so requires, at its cost register a special
           notarial bond over  such  of  Bidco's  movable  assets  as  PSGIB may
           require, that bond to be registered  in  such  a  form  as  PSGIB
           may  reasonably  require;
12.1.4     hereby  cedes  to PSGIB all its right, title and interest in and to
           all and any  claims  which  it  may have against all and any of its
           debtors from time to time,  whether  those  claims  are  now  in
           existence or whether they come into existence  in  future;
                                       32
<PAGE>

12.1.5     hereby  cedes  to  PSGIB  all  its  right,  title  and  interest  in
           and to the contractor's  guarantee;
12.1.6     hereby  cedes  to  PSGIB  all  its  right, title and interest in and
           to all insurance  policies  referred  to  in  10.2  above;
12.1.7     hereby  cedes  to  PSGIB  all  its  right, title and interest in and
           to the reserve  account.
12.2       The  mortgage  bond  envisaged  in  12.1.1  above  and  the  notarial
           bonds envisaged in 12.1.2 above, shall be registered by Attorneys
           Hofmeyr, Herbstein & Gihwala.  Bidco  shall give to those attorneys
           all such reasonable assistance as they may require in order to
           procure registration of the aforesaid mortgage bond and  notarial
           bonds.
12.3       Bidco  shall,  as  soon  as  it  receives  the  contractor's
           guarantee, any insurance policy envisaged in 10.2 above or any
           documents evidencing the reserve account,  deliver  the  document
           in  question  to  PSGIB.
13         DEFAULT
13.1       An  event  of  default  shall  occur  if  ~
13.1.1     Bidco  fails to make any payment due and payable in terms of this
           agreement on  due  date  and  fails to remedy such failure within 7
           (seven) days after the receipt  by  Bidco  of  written  notice from
           PSGIB demanding that Bidco make the payment;  or
13.1.2     Bidco  fails  to  maintain the debt equity ratios stipulated in 10.1
           above, and  fails  to  remedy  that  breach  within  a period of 90
           (ninety) days after receipt  by  it of written notice from PSGIB
           requiring it to remedy that breach; or
13.1.3     the  construction  contract  is  cancelled for any reason prior to
           the date upon which the construction work  included  in the project
           has
                                       33
<PAGE>
           become  practically  complete, the casino management agreement is
           terminated for any  reason whatsoever prior to the final date or
           the hotel management agreement is  terminated  for  any  reason
           whatsoever  prior  to  the  final  date;  or
13.1.4     Bidco  commits  any  material  breach of any of its obligations in
           terms of this agreement (with the exception of the breach envisaged
           in 13.1.2 above) and, if  that  breach  is  capable  of  being
           remedied, fails to remedy it within 30 (thirty)  days  of  receipt
           of  written notice by it from PSGIB requiring it to remedy  that
           breach;  or
13.1.5     Bidco  commits  any  material  breach of any of its obligations in
           terms of this  agreement,  if  that  breach  is  not  capable  of
           being  remedied;  or
13.1.6     Bidco  commits  an act which is or would be an act of insolvency
           within the meaning of Section 8 of the Insolvency Act, 1936 and fails
           to remedy the default within  7  (seven) days of the receipt by Bidco
           of written notice requiring such default  to  be  remedied;  or
13.1.7     final judgement is entered against Bidco which is not paid within 7
           (seven) days  after  the date thereof, and which may, in the
           exclusive opinion of PSGIB, adversely effect the ability of Bidco to
           meet any of its obligations in terms of this  agreement,  and no
           steps are taken within that period to appeal against or set  aside
           that  judgement  (provided that it shall be deemed that an appeal or
           application,  once  noted  or  filed, shall have been abandoned by
           Bidco if that appeal  or application is not actively prosecuted in
           accordance with, and within the  time period of, the court rules
           governing the appeal or application, as the case  may  be);  or
13.1.8     Bidco  compromises  or attempts to compromise generally with its
           creditors; or
                                       34
<PAGE>

13.1.9     Bidco  is  provisionally  or  finally  wound-up;  or
13.1.10    Bidco  utilises the principal loan or the working capital loan
           for purposes other  than  that  set  out  in  this  agreement;  or
13.1.11    Bidco  loses  the casino licence, or the casino licence is suspended
           or not renewed  for  any  reason  whatsoever;  or
13.1.12    the  board  amends  the  casino licence so that Bidco will no longer
           be the only  person  lawfully  entitled  to operate a casino in the
           Overberg region; or the  construction work included in the project is
           not practically completed (in  the  sense  in  which  the  expression
           "PRACTICALLY COMPLETED" is normally understood  in  the construction
           industry) prior to the expiry of a period of 18 (eighteen)  months
           after  the  effective  date;
13.1.14    Bidco  fails  to  maintain  the insurances referred to in 10.1.11
           read with 10.2  above  until  the  final  date.
13.2       Upon the occurrence of an event of default, PSGIB shall, subject to
           13.3, be entitled  to  declare  the  whole  of  the principal loan
           amount and the working capital  amount  and  all  interest  accrued
           thereon  to be immediately due and payable.
13.3       If  Bidco  fails  to make any payment in terms of this agreement on
           the due date, then whether or not PSGIB has exercised its rights to
           accelerate repayment in terms of 13.2, the amount outstanding shall
           bear interest at 2% (two PER CENTUM)  above  the  prime  rate.
                                       35
<PAGE>
14         INSTRUMENTS
14.1       PSGIB  shall, at any time whilst any amounts remain owing to it by
           Bidco in terms  of this agreement, be entitled to require Bidco to
           issue promissory notes to  it  in  respect  of  the  amounts  thus
           owing.
14.2       If  PSGIB  exercises  the  right  conferred  on it in terms of 14.1
           above ~
14.2.1     Bidco  shall, no later than 5 (five) business days after receipt of
           written notice  from  PSGIB,  issue  the  promissory  notes  in
           question  to  PSGIB;
14.2.2     Bidco  shall  pay all and any stamp duty that may become payable in
           respect of  the  issue  of  those  promissory  notes.
15         RENUNCIATION  OF  BENEFITS
           Bidco  expressly  waives  and  renounces  the  legal benefits and
           exceptions NON NUMERATAE  PECUNIAE,  NON CAUSA DEBITI, revision of
           accounts and ERRORI CALCULI, and  it  declares  itself  to be fully
           acquainted with the meaning and affect of these  exceptions  and
           renunciation  thereof.
16         CESSION  AND  DELEGATION
16.1       PSGIB  shall not be entitled to delegate any of its obligations in
           terms of this  agreement  without  first  obtaining  Bidco's prior
           written consent, which consent  shall  not  be  withheld
           unreasonably,  it  being  recorded  that  the withholding  of  such
           consent shall not be unreasonable if the proposed delegee has  a
           worse  credit  rating  than  PSGIB.
16.2       PSGIB  shall  not cede its rights in terms of this agreement to any
           third person whatsoever without first obtaining the consent of
           Bidco, which consent shall not be  unreasonably  withheld.  Any
           person to whom PSGIB cedes, with the consent of Bidco,  its  rights
           in  terms  of  this  agreement
                                       36
<PAGE>
           shall,  however,  be  entitled  itself  to  cede those rights to
           any third party without  first  obtaining  Bidco's  consent.
17         ARBITRATION
17.1       Any  dispute  arising  from  or  in connection with this agreement
           shall be finally  resolved  in accordance with the rules of the
           Arbitration Foundation of Southern  Africa  by  an  arbitrator or
           arbitrators appointed by the Foundation.
17.2       The  provisions  of  this  clause  ~
17.2.1     constitute  an  irrevocable  consent  by  the parties to any
           proceedings in terms  hereof  and  no party shall be entitled to
           withdraw therefrom or claim at any  such  proceedings  that  it  is
           not  bound  by  such  provisions;
17.2.2     are  severable  from  the rest of this agreement and shall remain in
           effect despite  termination  of  or  invalidity  for  any  reason
           of  this  agreement.
18         NOTICES  AND  DOMICILIA
18.1       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.
18.2       For purposes of this agreement the parties' respective addresses
           shall be ~
18.2.1     PSGIB  at  3rd  Floor  ,  160  Jan  Smuts Avenue, Rosebank, marked
           "FOR THE ATTENTION  OF  NAOMI  BOOYSEN";
           facsimile  number  (011)  788-4361;
                                       37
<PAGE>
           Bidco  at  1  Nerina  Street,  Caledon  7230,  marked  "FOR THE
           ATTENTION OF THE MANAGING  DIRECTOR";
           facsimile  number  (028)  214  1270,
           or  at such other address of which the party concerned may notify
           the other/s in writing  provided  that  no street address mentioned
           in this sub-clause shall be changed  to  a  post  office  box  or
           POSTE  RESTANTE.
18.3       Any notice given in terms of this agreement shall be in writing and
           shall ~
18.3.1     if  delivered by hand be deemed to have been duly received by the
           addressee on  the  date  of  delivery;
18.3.2     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;
18.3.3     if  transmitted  by  facsimile  be  deemed  to  have  been  received
           by the addressee  on  the  day  following  the  date  of  despatch,
           unless  the  contrary  is  proved.
18.4       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.
19         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.
                                       38
<PAGE>
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.
21         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.
22         COSTS
22.1       PSGIB  shall  pay  the  costs  of and incidental to the preparation
           of this agreement;
22.2       Bidco  shall pay the amount of all charges and expenses of whatever
           nature, including,  without  derogating  from the generality of the
           aforegoing, attorney and  own  client  legal  cost  and  collection
           commission  incurred by PSGIB in securing  or  endeavouring  to
           secure fulfilment, of any obligations in terms of this  agreement.
                                       39
<PAGE>
SIGNED at Capetown                   on April 13, 2000
AS  WITNESS:
------------
/s/ James Forbes                          For:   PSG  INVESTMENT  BANK  LIMITED

/s/ James Forbes                                 /s/ Gernot Gunther

(Name  of  witness  in  print)                   Duly  Authorised



SIGNED at Capetown                   on April 13, 2000
AS  WITNESS:
------------

/s/ Gernot Gunther                        For:   CALEDON  CASINO  BID  COMPANY
                                                 (PROPRIETARY)  LIMITED

/s/ Gernot Gunther                               /s/ James Forbes

(Name  of  witness  in  print)                   Duly  Authorise


                                       40
<PAGE>

                                   SCHEDULE 2
                                   PROPERTIES

1.       Remaining  extent  of  the  farm  Oatlands  No.  408
         Registration  Division  Caledon  Road
         Measuring  22,6821  hectares

2.       Portion  1  of  the  Farm  Oatlands  No.  408
         Registration  Division  Caledon  Road
         Measuring  3,6015  hectares

3.       Portion  3  of  the  Farm  Caledon  Baths  No.  560
         Registration  Division  Caledon  Road
         Measuring  2,6732  hectares

4.       Remaining  extent  of  the  Farm  812
         Registration  Division  Caledon  Road
         Measuring  71,6142  hectares

5.       Erf  2842  Caledon  Township
         Registration  Division  Caledon  Road
         Measuring  11,5067  hectares

6.       Erf  2843  Caledon
         Registration  Division  Caledon  Road
         Measuring  65,7272  hectares

7.       Erf  2844  Caledon
         Registration  Division  Caledon  Road
         Measuring  29,8924  hectares

8.       Portion  1  of  the  Farm  812,
         in  the  municipality  of  Caledon
         measuring  20,9124  hectares.

                                       41
<PAGE>