HOTEL MANAGEMENT AGREEMENT

                                     between

                      CALEDON CASINO BID COMPANY (PTY) LTD

                             (Reg. No. 96/10708/07)

                                  ("the OWNER")

                                       and

                        FORTES KING HOSPITALITY (PTY) LTD
                             (Reg. No. 80/00096/07)

                                 ("FORTES KING")

    of the Graduate School of Business, Portswood Road, Waterfront, Cape Town
                               Fax No.  021-253861

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INTRODUCTION
------------
The  Owner  intends  to  conduct  the business of a Hotel and Resort situated at
1  Nerina  Avenue,  Caledon.
The  Owner  recognises  the  need  to  have  his hotel and resort professionally
managed  and  therefore  wishes to employ FORTES KING as his agent to manage the
hotel  and  resort  as  set  forth  in  this  agreement.

FORTES  KING  is  willing  to  assume  such  responsibilities.
NOW  THEREFORE  IT  IS  AGREED  THAT:
1.  INTERPRETATION
    --------------

     1.1 The clause headings are for convenience, and shall be disregarded in
         construing this Agreement.
     1.2 Unless the context clearly indicates a contrary intention:
          1.2.1 the singular shall include the plural and vice versa; and
          1.2.2 any reference to any one gender shall include the other genders;
                and
          1.2.3 any reference to natural persons shall include partnerships and
                bodies corporate and vice versa.

2.  DEFINITIONS
    -----------
     In this Agreement, unless the context clearly indicates to the contrary,
     the following words or expressions shall have the meanings and cognate
     expressions will bear corresponding meanings:

     2.1 The word "hotel" is used extensively in this agreement and always
         includes all accommodation, spa activities, food and beverage
         outlets,
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         conference rooms and all other non-casino activities. The word "hotel"
         excludes casino activities and any other activities that any third
         party manages for  a  fee  on  behalf  of  the  OWNER.
     2.2 "Auditors" means the OWNER's auditors from time to time.
     2.3 "Financial Year" means the financial year of the OWNER.
     2.4 "Gross income" means all income derived directly or indirectly from the
         operation of the accommodation, food & beverage outlets and parking,
         unless any such activities are contracted to third parties, excluding:
          2.3.1 VAT and any other taxes;
          2.3.2 sale of furniture or equipment;
     2.5 "Hotel expenses" means all expenditure incurred in the operation of the
         Hotel and any off-sales including without limiting the generality
         of the aforegoing:
          2.4.1 the cost of all food, beverages and other consumables sold or
                consumed, including items such as crockery and cutlery,
                linen, cleaning materials and paper products;
          2.4.2 salaries, including without limitation the salary of a General
                Manger who may be an employee of FORTES KING but bona fide
                employed in the operation of the Hotel, and wages (including
                without limitation pension plans, medical insurance, life
                insurance, travel accident insurance, employee benefits,
                termination benefits and accruals therefor, costs of moving
                Hotel personnel and bonuses) of Hotel personnel, and all
                other expenses bona fide incurred in connection with the
                personnel of the Hotel.
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          2.4.3 the cost of all other goods and services utilised by the Hotel
                in connection with its operation, including, heat and utilities,
                office supplies and all services rendered by third parties.
          2.4.4 the cost of repairs, maintenance and replacements of furniture
                and equipment in the Hotel but excluding refurbishment;
          2.4.5 the cost of normal repairs and maintenance to the Hotel
                buildings;
          2.4.6 insurance premiums in respect of all policies of insurance
                covering the Hotel and its operations payable by the OWNER;
          2.4.7 all licence fees, rates, taxes and other charges excluding
                income tax, payable by or assessed against the OWNER in
                respect of the operation of the Hotel;
          2.4.8 legal costs and fees and audit fees for services relating to the
                operation of the Hotel, the obligations imposed by this
                Agreement and the conclusion and signing of this Agreement;
          2.4.9 all costs and expenses of all advertising, (whether marketing,
                group marketing or for the hotel only), business promotion
                or personal training programmes for the Hotel;
          2.4.10 all out-of-pocket expenses and disbursements of the Hotel that
                 have been reasonably, properly and specifically incurred by
                 the Hotel in the course of and directly related to the
                 operation of the Hotel;
          2.4.11 the cost of and incidental to the provision of a centralised
                 reservations system payable by the Hotel;
          2.4.12 FORTES KING's fees

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<PAGE>
          2.4.13 an allowance for uncollectable accounts receivable in an amount
                 accepted by the auditor of the Hotel.
          2.5 "Net Operating Profit" means the gross income less Hotel expenses
              for the financial year in question but excludes Value Added Tax,
              depreciation and/or amortisation of the Hotel and its contents,
              interest or finance charges on the OWNER'S indebtedness from
              whatsoever cause, payments by the Owner under any lease or rental
              agreement whether in respect of the Hotel building or any of its
              contents.

3.  APPOINTMENT
    -----------
    The OWNER hereby appoints FORTES KING and FORTES KING accepts the
    appointment, as exclusive Hotel Managers of the Hotel and Resort, on the
    terms and conditions of this Agreement.

4.  PERIOD
    ------
     4.1 The operating term of this Agreement is 10 years, despite the date of
         execution hereof, shall be deemed to have commenced on the award of a
         casino licence to Owner and the fulfillment of the conditions
         precedent as outlined in clause 3. of the shareholders agreement
         (concluded between Caledon Casino Bid Company (Pty) Ltd, Caledon
         Overberg Investments (Pty) Ltd, Century Casinos Africa (Pty) Ltd,
         Caledon Hotel Spa and Casino Resort (Pty) Ltd, Fortes King Hospitality
         (Pty) Ltd, Overberg Country Hotel and Spa (Pty) Ltd and Senator
         Trust).
     4.2 This Agreement shall be automatically renewed for further ten (10) year
         periods ("the renewal period"), unless FORTES KING gives six months
         notice of its intention to withdraw from the contract.
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     4.3 The OWNER undertakes throughout the period of this Agreement as
         provided for in clause 4.1and 4.2 hereof, to conduct the business of a
         hotel at the address as detailed in the introduction hereto.

5.  NAME  OF  HOTEL
    ---------------
     5.1 During the term of this Agreement the Hotel shall be at all times known
         and  designated as Caledon Casino Resort & Spa or such other name
         as from time to time the parties mutually agree.
     5.2 On termination of this Agreement for any reason whatsoever, the OWNER
         undertakes irrevocably to discontinue the use or incorporation of
         the name "FORTES KING" in any form whatsoever in the conduct
         of the Hotel.

6.  GENERAL  DUTIES  OF  THE  HOTEL  MANAGER
    ----------------------------------------
    The Hotel manager shall operate, direct, manage and supervise the Hotel and
    the property on which it is situated and shall attend to all aspects of
    Hotel management and to undertake to perform all the duties and discharge
    all responsibilities regarding the operation of the Hotel in such a manner
    as can reasonably be expected of qualified and competent Hotel managers
    during the currency of this Agreement.
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<PAGE>
7.  SPECIFIC  DUTIES  OF  THE  OPERATOR
    -----------------------------------
    Without derogating from the generality of clause 6, FORTES KING shall;

     7.1 Pre-opening:
         -----------
          7.1.1 Prepare with the owner with a pre-opening budget including all
                the pre-opening costs relating to the operation of the hotel;
          7.1.2 Advise OWNER if requested regarding the design of the hotel;
          7.1.3 Market and advertise the Hotel during the pre-opening stage;
          7.1.4 Arrange pre-opening staff training in consultation with the
                OWNER;
          7.1.5 Prepare a marketing strategy and business plan with the OWNER.
     7.2 Marketing:
         ---------
          7.2.1 Arrange all phases of marketing regarding the Hotel and its
                operation;
          7.2.2 Market the Hotel generally as part of FORTES KING's
                system/network;
          7.2.3 Provide the owner with group marketing which will be budgeted in
                the annual budget and paid for on a monthly basis.
     7.3 Operating Policies:
         -------------------
         Provide Hotel management services in accordance with the standards of
         Hotels of a comparable class and shall have control and discretion in
         the operation, direction, supervision and management of the Hotel.

     7.4 Legal:
         -----
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<PAGE>

          7.4.1 Apply for, obtain and maintain, in the name and at the expense
                of the OWNER, all licenses and permits required of the OWNER or
                FORTES KING in connection with the management and operation
                of the Hotel and any related operations run for the benefit
                of the OWNER by FORTES KING;
          7.4.2 Comply with all applicable laws, regulations, ordinances and any
                other requirements ("the laws") of any national, provincial or
                local authority;
          7.4.3 Comply with the reasonable requirements of any insurance company
                covering any of the risks against which the Hotel is insured.;
          7.4.4 Institute or defend, in its own name or in the name of the
                OWNER, but at the expense of the OWNER, legal proceedings to
                collect payment of debts, rent, to evict guests, cancel
                bookings or leases for breach or default or any other
                litigious issue affecting the Hotel;
          7.4.5 Instruct attorneys in respect of any work necessary in terms of
                this clause, such attorneys to be mutually approved by the OWNER
                and FORTES KING.
     7.5 Prices:
         ------
         Establish, with the written approval of OWNER, prices and rate
         schedules for guest rooms, conference rooms, commercial space, food,
         beverage and other items making up the Hotel business.
         Pricing  for  Hotel  Rooms,  Food  &  Beverage,  Etc.
         -----------------------------------------------------
         The parties agree that the Annexure outlining pricing for hotel rooms,
         food & beverage, etc., complimentary by the casino shall be an
         integral part of this Agreement.
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     7.6 Budget:
         ------
     Four (4) months prior to the opening date and thereafter two (2) months
     prior to the commencement of each financial year, FORTES KING will submit
     at the request of the OWNER a budget for the forthcoming financial year (or
     remaining part thereof) to the OWNER.
          7.6.1 If the OWNER fails to object to the budget or any revision
                thereof in writing within fourteen (14) days of receiving same
                the OWNER shall be deemed to have approved. If the OWNER
                disapproves of the budget, the OWNER and FORTES KING shall
                enter into negotiations as soon as possible to determine a
                mutually satisfactory budget. If agreement is not reached
                one (1) month before commencement of the relevant financial
                year (or part thereof), the disputed items in the budget
                shall be referred to arbitration and the provisions of
                clause 25, shall apply save that the arbitrator shall be the
                Auditors, failing whom 25.5.2 shall apply. The OWNER
                concedes that FORTES KING does not warrant or represent in
                any way or in whole or in part that the gross revenues or
                gross profit as budgeted will be met or exceeded or that
                expenses will not be exceeded. In the event of sanction of
                the budget or consent to revision thereof being unreasonably
                withheld in any one instance, FORTES KING shall be entitled
                to forthwith terminate this Agreement subject to the only
                condition that three calendar months notice of such
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<PAGE>

                termination be forwarded to the OWNER in writing by FORTES KING;
          7.6.2 Without limiting the requirements of the budget, it shall cover
                the operation, promotion, marketing and advertising of the Hotel
                and  all  gross  revenue  items and all Hotel expense items.
          7.6.3 Any revision of the budget and any deviation from the budget
                shall require the timeous prior written approval of the OWNER
                which shall not be unreasonably withheld;
     7.7 Personnel:
         ---------
          7.7.1 Determine labour policies;
          7.7.2 Hire, promote, terminate and supervise all staff performing
                services in or about the Hotel, save for the general manager
                only, who shall in consultation with the OWNER be employed
                in the name of FORTES KING. All other staff shall be
                employed in the name of the OWNER
          7.7.3 Negotiate on the OWNER's behalf with any union lawfully entitled
                to   represent any employees, but shall not conclude any
                collective bargaining agreements without the OWNER's
                approval;
     7.8 Concessionaries:
         ---------------
          7.8.1 Contract in the name of and for the benefit of the OWNER all
                arrangements with concessionaries, licensees, tenants and rental
                space of the property, the terms and provisions of such
                arrangements to be subject to the prior written approval of
                the OWNER.

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     7.9 Suppliers:
         ---------
          7.9.1 Negotiate and contract in the name of the OWNER with all
                suppliers of services required in the ordinary and regular
                course of the business of the Hotel including, without
                limitation, for the supply of electricity, gas, telephone,
                cleaning, vermin
               extermination, elevator and boiler maintenance etc.;
          7.9.2 Purchase and arrange for the purchase of all inventories,
                provisions and supplies of operating equipment required in the
                normal and regular course of carrying on the Hotel business.
                FORTES KING shall pass on to OWNER any group discounts or
                commissions obtained from any suppliers;
          7.9.3 Not pledge the OWNER's credit, without the OWNER's prior consent
                except for purchases made in the ordinary course of business in
                the operation of the Hotel and within the scope of this
                Agreement.
          7.9.4 Not borrow, in the name of the OWNER, any money or execute any
                promissory note or other encumbrance without the prior
                consent of the OWNER.
     7.10 Repairs:
          -------
          7.10.1 Make or install or cause to be made or installed in the name of
                 the OWNER all necessary or desirable repairs,
                 replacements, renewals, alterations, additions and
                 improvements in and to the Property, the Hotel building, the
                 equipment and furnishings, provided that these are included
                 in the budget or do not exceed Thirty Thousand Rand (R30
                 000,00) per item or R100 000 in the aggregate for any
                 financial year;
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          7.10.2 Obtain the prior written consent of the OWNER before entering
                 into any contracts not included in the budget which exceeds the
                 amount stipulated, unless in emergency situations whereafter
                 the OWNER shall be notified as soon as practical.
     7.11 Statements:
          ----------
          7.11.1 Make available to the OWNER on or before the 25th day of every
                 calendar month a trading statement showing the results of the
                 operation of the Hotel for the immediate preceding month and
                 for the fiscal year to date.
          7.11.2 Be available, through its executive, at reasonable times to
                 discuss with the OWNER the results shown in the said financial
                 statements and the operations of the Hotel generally.
          7.11.3 Deliver a computation of the management fee together with the
                 trading statement.
          7.11.4 Assist the OWNER'S auditors and provide to them all
                 documentation necessary to enable such auditors to produce,
                 after the end of each financial year, a balance sheet and
                 income statement including supporting schedules.

8.     FEES
       ----
     8.1 In consideration for the performance by FORTES KING in terms of this
         Agreement, the OWNER shall pay to FORTES KING management fees as
         follows:
          8.1.1 A fixed amount of R35 000 (thirty five thousand) per month for
                the pre-operations period (period from award of casino
                license to opening date of casino), plus
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          8.1.2 From opening date of casino on, a basic fee of 6.5 % of gross
                income;
          8.1.3 From opening date of casino on, an incentive fee of 15 % net
                operating profit, but reduced to 10% for the first 12 months of
                operation of this agreement.
     8.2 Fee Payment
         ------------
          8.2.1 The fees in 8.1.2 shall be paid upon presentation of a statement
                of   income for the month by FORTES KING to the OWNER. Any
                adjustments will be made at the end of the financial year as
                arranged in clause 8.2.2.
          8.2.2 The fees in 8.1.3 shall be payable monthly within seven (7) days
                after delivery by FORTES KING to the OWNER of the statements in
                terms of 7.11.1 above, subject to a final adjustment at the
                end of each the financial year. Any adjustment required in
                terms of auditor's figures shall be made within thirty (30)
                days after delivery of the audited financial statements to
                the OWNER and paid within seven (7) days after such receipt
                by the OWNER.
          8.2.3 The fees in 8.1.3 do not take into account any losses or profits
                carried forward from any prior financial year
     8.3 Group Marketing Fees
         --------------------
         FORTES KING provide extensive marketing of the OWNER as part of the
         FORTES KING group and a budget for that will be prepared and agreed on
         between FORTES KING and the OWNER as part of the operating budget.
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9  RIGHT  OF  INSPECTION  AND  REVIEW
   ----------------------------------
   The OWNER and its duly authorised agents shall have the right to enter
   the Hotel at reasonable times for the purpose of examining or
   inspecting the Hotel, its records, or operation and for any other
   purpose which the OWNER shall deem necessary.

10 BOOKS  AND  RECORDS
   -------------------
     10.1 FORTES KING shall keep full, true and accurate books of account and
          other records reflecting the results of the operation of the
          Hotel.

     10.2 The books of account shall be kept only at the Hotel, the offices of
          FORTES KING or the Auditor and shall be available to the OWNER and his
          representatives at all reasonable times and a back-up set provided at
          the OWNER's office on the OWNER's request.
     10.3 All such books and records pertaining to the Hotel, including without
          limitation, books of account, guest records, invoice books, front
          office records and bank statements shall be at all times the property
          of the OWNER and shall not be moved from the Hotel or offices of
          FORTES KING without the consent of the OWNER.
     10.4 Upon termination of this Agreement all such books and records shall be
          delivered to the OWNER who shall make them available at all reasonable
          times to FORTES KING or his agents or employees for inspection,
          examination or transcription for a period of three (3) years from the
          date of such termination.
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11. BANK  ACCOUNT
    -------------
     11.1 To the extent that funds necessary for the operation of the hotel are
          not generated by its operation the OWNER shall continue to provide the
          working capital necessary for the efficient and uninterrupted
          operation of the Hotel and shall furnish such funds at the request of
          FORTES KING. In the event of the OWNER failing to supply such funds
          within a period of seven (7) days from date of written request for
          same FORTES KING shall be entitled unilaterally to terminate this
          Agreement forthwith and/or claim damages.
     11.2 All funds received by FORTES KING in the operation of the Hotel
          including working capital received from the OWNER, shall be deposited
          in the name of the Hotel in a bank approved by the OWNER. Such funds
          shall not be mingled with the other funds of FORTES KING or the OWNER.
     11.3 The said bank account shall be operated solely by FORTES KING. All
          interest earned on such account shall be for the benefit of the OWNER.
          Cheques or other documents of withdrawal shall be signed only by
          representatives of FORTES KING.

     11.4 On termination of this Agreement whether by effluxion of time or
          otherwise, the amount in the said bank account shall be paid to the
          OWNER subject to the condition that FORTES KING has received all
          monies due to it in terms of this Agreement.


12 INSURANCE
   ---------
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     12.1 The OWNER shall:
          12.1.1 Be liable for all insurance required by the Hotel and the
                 operation thereof in order to cover and protect itself and
                 shall ensure that throughout the period of this agreement
                 its provisions for insurance cover shall include Public
                 Liability Insurance for an amount of not less than R5 000
                 000,00 (Five Million Rand).
          12.1.2 Continue to adequately insure the Hotel and the operation
                 thereof throughout the period of this Agreement.
          12.1.3 Upgrade and increase its insurance cover from time to time as
                 the  need arises and as advised by its Insurance Brokers who
                 the  OWNER  undertakes  to  consult  on  a  regular basis if
                 requested.
          12.1.4 Furnish FORTES KING with written proof of all insurance
                 relating to the Hotel and its operation by way of paid
                 receipts and/or copies of all relevant policies should
                 FORTES KING require the same within seven (7) days of
                 receiving such requests.
          12.1.5 The OWNER absolves FORTES KING from all responsibility as
                 regards insurance and/or claims or potential claims which
                 might arise therefrom as regards the operation of the Hotel
                 and the conduct of the hotel business.
     12.2 FORTES KING shall:
          12.2.1 Ensure compliance with any reasonable insurance policy in
                 operating and managing the Hotel;
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          12.2.2 Consult the OWNER, if required, regarding the adequacy of risks
                 covered and amounts insured for;
          12.2.3 Where practical make available to the OWNER the opportunity to
                 reduce insurance costs by participating with other properties
                 operated by FORTES KING in blanket insurance policies.

13. LICENSES  AND  GRADING
    ----------------------
     13.1 The OWNER and FORTES KING shall not do or cause to be done or omit to
          do any act which may jeopardise any liquor license, Hotel
          grading or any other right, privilege and trading license
          which the Hotel may enjoy.

14. REPLACEMENTS,  SUBSTITUTIONS  AND  ADDITIONS  TO FURNITURE AND EQUIPMENT
    ------------------------------------------------------------------------
    FORTES KING shall be entitled to expend funds of the OWNER to maintain the
    standards of the Hotel on the repair, replacement, substitution and
    addition of furniture and equipment in the Hotel. FORTES KING shall for
    this purpose create a separate reserve fund wherein 5 % (five per cent) of
    turnover each year will be retained and deposited into such fund whether
    improvements are brought about during that year or not (the "refurbishment
    fund"). All proceeds from the sale of furniture and equipment no longer
    needed for the operation of the Hotel shall be paid into such refurbishment
    fund. FORTES KING's entitlement to expend funds accordingly in terms of
    this clause shall be limited to the amount of funds in the refurbishment
    fund unless the OWNER otherwise specifically consents hereto in writing.
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15. REPAIRS,  MAINTENANCE  AND  CAPITAL  IMPROVEMENTS
    -------------------------------------------------
     15.1 FORTES KING shall expend such amounts in repairs and maintenance as
          shall be required to keep the Hotel in good operating condition
          (excluding structural repairs and changes and extraordinary repairs to
          and replacement of equipment which forms part of the Hotel building).
          In the event of any such repairs or maintenance being necessary
          through any circumstances against the occurrence of which the OWNER
          has obtained insurance or in guarantee from a supplier, builder or
          manufacturer, the OWNER will enforce the insurance policy or guarantee
          and FORTES KING shall assist in this regard as required
..
     15.2 The OWNER may from time to time make such alterations, additions or
          improvements in or to the Hotel as the OWNER and FORTES KING agree and
          the cost thereof shall be borne by the OWNER and dealt with in a
          manner as the Auditor of the OWNER shall decide. The OWNER
          specifically undertakes to ensure that the Hotel is maintained at an
          acceptable standard of refurbishment and repair.
     15.3 If structural repairs, or changes to the Hotel, or extraordinary
          repairs to, or replacement of any equipment forming part of the Hotel
          shall be required at any time during the currency of this Agreement,
          to maintain the Hotel or by reason of any requirement under any law,
          ordinance or regulation now or hereafter in force, or by order of any
          governmental or municipal authority or otherwise, or because the OWNER
          and FORTES KING agree upon the desirability thereof, then in such
          event all such repairs, replacements or changes shall be made by the
          OWNER at his expense, and shall be made with as little hindrance to
          the operation of the Hotel as possible.

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16. DAMAGE  OR  DESTRUCTION  OF  HOTEL
    ----------------------------------
     16.1 In the event of the Hotel or any portion thereof being damaged or
          destroyed, the OWNER shall have the choice, at his own cost and
          expense and with due diligence, repair or replace the Hotel so that it
          shall be substantially the same as prior to such damage or destruction
          or shall pay to FORTES KING the greater of a sum equivalent to 5 %
          (five per cent) of the Insurance monies received or the estimated
          basic fee envisaged in clause 7.7.1 for the remainder of the contract.
          This estimate shall be equal to the last year's basic fee (or pro-rata
          part in thereof of less than 1 year) increased by 15 % per annum.
     16.2 The OWNER undertakes to take out sufficient Insurance cover and to
          maintain payment of all premiums due in terms thereof so as to ensure
          that in the event of damage or destruction of the Hotel building he is
          protected for consequential loss and/or loss of profits.
     16.3 The OWNER absolves FORTES KING from all liability in regard to damage
          he might suffer as a result of damage or destruction to the Hotel
          building.
17. RIGHT  OF  OCCUPATION
    ---------------------
    The OWNER warrants that he has and will have throughout the term of this
    Agreement the right to occupy the Hotel whether as Owner, Lessee or
    otherwise and the right to possess whether as Owner or under lease or
    otherwise, all the furniture, equipment and contents of the Hotel.
                                       19
<PAGE>
19. OWNER/FORTES  KING  CONSULTATION
    --------------------------------
     19.1 The parties hereto acknowledge that they will work closely together in
          order to successfully complete the Project, to establish and maintain
          a successful Hotel and to satisfactorily provide for, establish,
          enforce and maintain the terms and conditions of this Agreement.
          FORTES KING hereby undertakes to listen to and consider any input
          and/or opinion of the OWNER as far as is reasonably possible and the
          OWNER hereby undertakes not to dictate to FORTES KING on how FORTES
          KING should fulfil its duties and execute its appointment under this
          Agreement.
     19.2 Wherever the approval of either the OWNER or FORTES KING is required
          by the other, such approval shall be in writing and not unreasonably
          withheld.

20. LAW  OF  THIS  AGREEMENT
    ------------------------
    The law of the Republic of South Africa shall apply in all respects to
    this Agreement.

21. ASSIGNMENT
    ----------
    This Agreement will be binding upon and inure to the benefit of the parties
    hereto and their respective successors and permitted assigns but will not
    be assignable or delegable by any party without the prior written consent
    of the other party; provided, however, that nothing in this Agreement is
    intended to limit FORTES KING's ability to assign its rights and
    responsibilities under this Agreement to any directly or indirectly
    controlled Affiliate of FORTES KING, in which case OWNER needs to be
    notified.
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<PAGE>
22. PERFORMANCE  OF  MANAGEMENT  DUTIES  -  NO  PARTNERSHIP
    -------------------------------------------------------
    In the performance of its duties as Manager of the hotel FORTES KING shall
    act solely as agent of the OWNER. Nothing herein shall constitute a
    partnership or joint venture between the OWNER and FORTES KING. All debts
    and liabilities to third parties incurred by FORTES KING in the course of
    its operation and management of the Hotel shall be the debts and
    liabilities of the OWNER and FORTES KING shall so inform third parties with
    whom it deals on behalf o f the OWNER. Every person performing services in
    terms of this agreement, including any agent or employee of FORTES KING or
    any agent or employee of the OWNER hired or employed by FORTES KING, shall
    act as agent or employee of the OWNER.
23. DOMICILIA  &  NOTICES
     23.1 For all purposes arising from or in connection with this Agreement,
          the parties do hereby respectively select and appoint as domicilia
          citandi et executandi and addresses for notices in terms of this
          Agreement the addresses reflected on the covering page.
     23.2 Each party may change its domicilium or address for notice to a
          physical address in the Republic of South Africa by not less than ten
          (10) days prior written notice to the other of them to this effect.
     23.3 Any notice addressed by any party to the other of them at their
          domicilia hereby chosen shall:
          23.3.1 If posted by prepaid registered post, be deemed to have been
                 received by the addressee on the seventh (7th) day following
                 the date of such posting; or
                                       21
<PAGE>
          23.3.2 If delivered by hand or telexed, be deemed to have been
                 received by the addressee on the date of such delivery or
                 telex, as the case may be; or
          23.3.3 If transmitted by telefax be deemed to have been received on
                 date of transmission if transmitted before 13h00, failing
                 which it shall be deemed to have been received on the day
                 after transmission.

24 NON-WAIVER
   ----------
   No addition to, variation, novation or consensual cancellation of this
   agreement and no waiver of any right arising from this Agreement or the
   termination or cancellation thereof shall affect the terms hereof or be of
   any force unless the same is reduced to writing and signed by the parties.
   No extension of time or waiver of any right shall operate as an estoppel
   against any party from thereafter exercising its rights strictly in
   accordance with the terms of this Agreement.

25. TERMINATION
    -----------
     25.1 In the event of either of the parties to this Agreement ("the
          defaulting party") committing a material breach of any of the terms of
          this Agreement which is capable of being remedied and failing to
          remedy such breach within a period of thirty (30) days (or to commence
          remedying immediately and proceed with reasonable speed until
          completion where more than thirty (30) days is necessary) after
          receipt of a written notice from the other party ("the aggrieved
          party") giving specific details of the said breach and calling upon
          the defaulting party
                                       22
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          to remedy such breach, then the aggrieved party shall be entitled to
          terminate this Agreement by written notice to the other, for the same
          breach.
     25.2 Either party may terminate this Agreement if either party is
          liquidated provisionally or finally or either party makes application
          for voluntary liquidation or enters into any agreement or compromise
          with its creditors.

     25.3 Upon termination FORTES KING shall:
          25.3.1 be paid all outstanding fees due for services up to the
                 effective date of termination;
          25.3.2 deliver to the OWNER (properly indexed and filed) all books,
                 records, budgets and any other documents or items that
                 may/should be in its possession and not previously delivered
                 to the OWNER which may be relevant to the Hotel;
          25.3.3 remove its property from the Hotel; and
          25.3.4 assign and transfer to the OWNER FORTES KING's right,
                 title and interest in and to all liquor, restaurant and
                 other licenses and permits, if any, used in the operating of
                 the Hotel.

26. ARBITRATION
    -----------
    Should any difference or dispute at any time arise between any of the
    parties hereto, whether in regard to the meaning or effect of any term of
    this Agreement, or the implementation of any party's obligations hereunder,
    or any other matter arising therefrom or incidental thereto, then and in
    that event,
                                       23
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    such differences or dispute shall, at the option of any of the parties
    hereto, be submitted to arbitration in accordance with the following
    provisions, viz:
     26.1 The arbitration proceedings shall be conducted in accordance with the
          Arbitration Laws of the Republic of South Africa.
     26.2 The arbitration proceedings shall be held on an informal basis, it
          being the intention that a decision should be reached as expeditiously
          and as inexpensively as possible, subject only to the due observance
          of the principles of justice.

     26.3 Each party to the dispute shall be entitled to be represented at such
          arbitration proceedings by its legal representatives and/or other
          expert or specialist retained by it.
     26.4 The Arbitrator shall permit each party to adduce such evidence and
          argument as the Arbitrator may consider to be relevant to the matter
          in dispute, and shall generally determine in his sole discretion all
          matters relating to the conduct of the proceedings and the procedures
          to be adopted in order to give effect to the intent expressed in 27.2
          above.
     26.5 The Arbitrator shall be a person to be nominated as follows:
          26.5.1 If the matter in dispute is primarily a legal matter,
                    the Arbitrator shall be an Attorney or Advocate, of ten (10)
                    years standing as such, to be agreed upon between the
                    parties, and failing agreement, to be nominated by the
                    President for the time being of the Law Society of the Cape
                    of Good Hope.
          26.5.2 If the matter in dispute is primarily an accounting matter, the
                 Arbitrator shall be a Chartered Accountant, of ten (10)
                 years standing as such, to be agreed upon between the
                 parties and
                                       24
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                 failing agreement, to be nominated by the President for the
                 time being of the Cape Society of Chartered Accountants.
          26.5.3 If the matter in dispute relates to any matter not being
                 primarily a legal and/or accounting issue, or if the parties
                 are unable to agree on the nature of the matter in dispute,
                 the Arbitrator shall be such other person having an
                 appropriate knowledge, as may be agreed upon between the
                 parties, and failing agreement, to be nominated by the
                 President for the time being of the Law Society of the Cape
                 of Good Hope.
     26.6 The decision of the Arbitrator shall be final and binding upon both
          parties and capable of being made an Order of Court on application by
          either of them.
     26.7 Nothing herein contained or implied, shall preclude either party from
          applying to Court for a temporary interdict or other relief of an
          urgent and temporary nature, pending the award of the Arbitrator
          hereunder.
     26.8 The costs of and incidental to any such arbitration proceedings shall
          be in the discretion of the Arbitrator who shall be entitled to direct
          that they shall be taxed as between "party and party" or as between
          "attorney and client".


27 MISCELLANEOUS
   -------------
     27.1     Indemnification:
              ---------------
          27.1.1 As FORTES KING is the agent for the OWNER neither FORTES KING
                 nor any of its servants, officers or employees shall be
                 liable to any other person in respect of any bone fide act
                 or omission in the performance of the duties of FORTES KING
                 in
                                       25
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                 terms of this contract and the OWNER hereby indemnifies and
                 holds harmless FORTES KING, its servants, officers and
                 employees against any claims in respect thereof.
     27.2 This document constitutes the entire Agreement between the parties and
          no amendment or cancellation thereof or addition thereto shall be of
          any force or effect unless reduced to writing and signed by both
          parties.

28 COSTS:
   -----
   The costs incidental to redrafting of this Agreement, stamp duty thereon
   and the attendance by attorneys shall be borne by the Hotel and be regarded
   as a Hotel operating expense.

THUS  DONE  AND  SIGNED  AT  CAPETOWN  ON  THE  3  DAY  OF  DECEMBER  1999.

/s/Leon Fortes                                /s/Peter Hoetzinger
FORTES  KING  HOSPITALITY  (PTY)  LTD         WITNESS
Duly  authorized  representative
Position:
Name:  Leon  Fortes


THUS  DONE  AND  SIGNED  AT  CAPETOWN  ON  THE  3  DAY  OF  DECEMBER  1999.

/s/Leon Fortes                                /s/Peter Hoetzinger
CALEDON  CASINO  BID  COMPANY  (PTY)  LTD     WITNESS
Duly  authorized  representative
Position: Director
Name:  Leon Fortes
                                       26
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