ADDENDUM  TO  LOAN  AGREEMENT
1.     PARTIES
1.1     The  parties  to  this  agreement  are  ~
1.1.1     PSG  Investment  Bank  Limited;
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/this "AGREEMENT" means the agreement as set out in this document;
2.1.2     "BIDCO"  means  Caledon  Casino  Bid  Company  (Proprietary)  Limited,
          registration number 1996/010708/07, a private company duly
          incorporated in accordance with the laws of the Republic of South
          Africa;
2.1.3     the "LOAN AGREEMENT" means the loan agreement concluded between PSGIB
          and Bidco on 12 April 2000, pursuant to which PSGIB INTER ALIA made
          the principal loan  to  Bidco;
2.1.4     the "PRINCIPAL  LOAN" means the principal loan as defined in the loan
          agreement;

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2.1.5     "PSGIB"  means  PSG  Investment  Bank  Limited,  registration  number
          1998/17396/06, a public company duly incorporated in accordance with
          the laws of the  Republic  of  South  Africa;
2.1.6     save where otherwise indicated, all expressions defined in  the loan
          agreement  have  the  meanings  assigned  to  them  therein;
2.1.7     any reference to the singular includes the plural and VICE  VERSA;
2.1.8     any reference to natural persons includes legal persons and VICE
          VERSA;
2.1.9     any  reference  to  gender  includes  the  other  genders.
2.2     The  clause  headings  in this agreement have been inserted for
        convenience only  and  shall  not  be  taken  into  account  in  its
        interpretation.
2.3     Words  and  expressions defined in any sub-clause shall, for the
        purpose of the  clause  of  which  that sub-clause forms part, bear
        the meaning assigned to such words and expressions in that  sub-clause.
2.4     If any provision in a definition is a substantive provision conferring
        rights or imposing obligations on any party, effect shall be given to
        it as if it  were a substantive clause in the body of the agreement,
        notwithstanding that it is only contained in the interpretation clause.
2.5     If any period is referred to in this agreement by way of reference to a
        number of days, the days shall be reckoned, subject to 2.6 below,
        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     If any period for which interest is to be calculated is referred to
        in this agreement  by way of a reference to a number of days, the
        days shall be reckoned inclusively  of  the  first  and  exclusively
        of  the  last  day.
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2.7     This  agreement  shall  be  governed  by,  construed  and  interpreted
        in accordance  with  the  law  of  the  Republic  of  South  Africa.

3     RECORDAL
3.1     The  parties  have  concluded  the  loan  agreement.
3.2     Pursuant  to  the  loan  agreement, PSGIB made the working capital
        facility available  to Bidco on the terms and conditions more fully
        envisaged in the loan agreement.
3.3     Bidco  did  not  require  the  working  capital  facility  and
        accordingly cancelled  the  working  capital  facility.
3.4     Bidco  now  requires  further  capital  and the parties accordingly
        wish to amend  the  loan  agreement  in  the  manner  set  out  herein.

4     AMENDMENT  OF  DEFINITIONS
      The  parties hereby amend the definitions contained in the loan agreement
      by the addition  of  the  following  new  definition  ~
        "2.1.48     the "NEW INTEREST BASE RATE" means 12.10%
        (Twelve, one zero PER CENTUM), nominal annual compounded  monthly;".

5     AMENDMENT  OF  PARAGRAPH  7
      The  parties  replace  paragraph  7  of  the  loan  agreement with the
      following paragraph  ~

7     THE  STANDBY  FACILITY  AND  THE  RESERVE  ACCOUNT
7.1     PSGIB  hereby  makes  a standby facility available to Bidco on the terms
        and conditions set out in this agreement. The amount of the
        standby facility shall be R4 500 000,00 (four million five hundred
        thousand Rand).
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7.2     Subject  to  7.4 below Bidco shall, out of the cash available to it from
        time to time, and with effect from [signature date] maintain a
        debt service reserve which shall ~
7.2.1     be equal to R500 000,00 (five hundred thousand Rand) by 30 April 2001;
7.2.2     be  equal to R1 000 000,00 (one million Rand) in total by 31 May 2001;
7.2.3     for  the  period from 30 June 2001 to 31 December 2001 be increased by
          an amount of R1 000 000,00 (one million Rand) per month;
7.2.4     at all relevant times after 31 December 2001, 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 standby facility.
7.3     Subject  to  7.4 below, Bidco shall cause the amount of the debt service
        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 ~
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
          (the "PSGIB RATE"). Should the PSGIB rate be lower than an interest
          rate that Bidco can obtain from another bank with a credit rating of
          A1, PSGIB will be afforded the opportunity to pay a rate equal to the
          higher rate. Should PSGIB not be prepared to pay the higher rate Bidco
          will have the right to place the deposit with the other bank, subject
          to the conditions in 7.3.2;
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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 A1 (or an
          equivalent rating), 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.
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7.5     As  and  when  Bidco wishes to draw-down any amounts against the standby
        facility, it shall deliver a written notice to PSGIB ("A FACILITY
        DRAW-DOWN NOTICE"), that notice to ~
7.5.1     set out the amount of the draw-down which Bidco wishes to make against
          the standby facility;
7.5.2     specify  a  draw-down  date  which  shall  not  be less than 3 (three)
          business days after receipt by PSGIB of the facility draw-down
          notice in question.

          Bidco shall not be entitled to make draw-downs against the
          standby facility more frequently than once in every calendar month,
          and shall not be entitled to make draw-downs against the standby
          facility at any time after 30 December 2001.
7.6     PSGIB  shall  advance  the  amount  specified  in any facility draw-down
        notice, provided that the facility draw-down notice complies with
        the requirements of 7.5 above, on the draw-down date stipulated in the
        facility draw-down notice. All advances made by PSGIB to Bidco in
        respect of the standby facility shall be paid by PSGIB into such a
        bank account as Bidco may from time to time in writing specify.

7.7     All  amounts  drawn-down  by  Bidco  against  the standby facility shall
        accrue interest from time to time at a rate equal to 3% (three
        PER CENTUM) above the new interest base rate, expressed as a nominal
        annual compounded monthly rate. All interest which accrues on the
        standby facility prior to the date on which Bidco has drawn-down the
        standby facility in full shall be capitalised.
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7.8     Notwithstanding  anything  to  the contrary contained in this agreement,
        PSGIB  shall  not  be  obliged  to advance any further amounts on
        account of the standby facility to Bidco once all amounts previously
        advanced by it to Bidco in respect  of  the standby facility, excluding
        any capitalised interest in respect of  those  amounts,  reach  or
        exceed the maximum amount of the standby facility envisaged  in
        7.1  above.
7.9     If  Bidco  has,  by  30  December 2001 ("THE EXPIRY DATE"), not made any
        draw-downs  against  the  standby  facility  ~
7.9.1     the  standby  facility  shall,  with effect from 31 December 2001 IPSO
          FACTO  terminate,  and Bidco shall not, thereafter, be entitled to
          draw-down any amounts  against  the  standby  facility;
7.9.2     no  such  a  deemed cancellation of the standby facility shall, in any
          manner  whatsoever, entitle Bidco to receive repayment of any
          commitment fee, as envisaged  in  7.10  below, which it has paid to
          PSGIB in respect of the standby facility.
7.10     Bidco  shall, with effect from [signature date] and monthly in arrears,
         pay  a  monthly commitment fee to PSGIB in respect of the undrawn
         portion of the standby  facility.  That  commitment  fee  shall  ~
7.10.1     for  so  long as any portion of the standby facility remains undrawn,
           be  calculated  on  the  1st  (first)  day  of  each  and  every
           calendar month;
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7.10.2     be  calculated  on  the  amount  of  R4 500 000,00 (four million five
           hundred  thousand  Rand);
7.10.3     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;
7.10.4     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.
7.11     Bidco's  obligation  to  pay the commitment fee envisaged in 7.10 above
         shall  terminate  ~
7.11.1   with  effect  from the date on which Bidco has drawn-down the standby
         facility  in  full;  or
7.11.2   with effect from the date on which the standby facility terminates by
         virtue  of  the  provisions  of  7.9.1  above".
6     AMENDMENT  OF  PARAGRAPH  8
      The  parties hereby delete paragraph 8 of the loan agreement in its
      entirety and hereby  replace  that  paragraph  with  the  following
      paragraph  ~

8     REPAYMENT  OF  CAPITAL  AND  INTEREST
8.1     For  the  purposes  of  this  paragraph  ~
8.1.1     the  "FINAL  PRINCIPAL  DATE"  means  30  June  2001;
8.1.2     the  "FINAL  FACILITY  DATE"  means  31  December  2001;
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;
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8.1.4     "THE  FACILITY  OUTSTANDING"  means  the  aggregate  of  all  amounts
          drawn-down by Bidco, as at the final facility date, against the
          standby 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
          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 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  final  facility  date  the  interest which has accrued on the
          facility outstanding up to the final facility date and each
          subsequent payment to be made on the last day of each 6th (sixth)
          month after the final facility date, such payment to be equal to the
          interest which has accrued on the facility outstanding during the
          immediately preceding 6 (six) months."
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7     AMENDMENT  OF  POSITIVE  UNDERTAKINGS
      The parties hereby amend the positive undertakings contained in
      paragraph 10 of the loan agreement by the addition of the following
      sub-paragraph
~
     10.6       Bidco  shall  ~
     10.6.1     ensure  that  it  has spent the full amount of capital as
                required by the  Board  in  terms  of  the  Board  guarantee
                by  31  May  2001;
     10.6.2     apply  to  the  Board to reduce the current Board guarantee
                of R2 351 955,00  (two million three hundred and fifty one
                thousand nine hundred and fifty five Rand) by an amount of
                R2 000 000,00 (two million Rand), by no later than 15
                June  2001."
8     AMENDMENT  OF  PHRASE
      The parties hereby delete the reference to "THE WORKING CAPITAL
      FACILITY" wherever it may appear in the loan agreement and replace
      that reference with a reference to "THE STANDBY FACILITY" throughout
      the loan agreement.
9     REMAINDER
      Subject to the amendments contained herein, the loan agreement
      shall continue to be of full force and effect.
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SIGNED at Caledon                       on 21, April 2001
AS  WITNESS:
------------
/s/Leon Fortes                   For:     PSG  INVESTMENT  BANK  LIMITED


/s/Leon Fortes                          /s/ Gernot Gunther
(Name  of  witness  in  print)          Duly  authorised



SIGNED at Caledon                       on 21, April 2001
AS  WITNESS:
------------
/s/Leon Fortes                   For:     CALEDON  CASINO  BID
                                          COMPANY  (PROPRIETARY)  LIMITED

/s/Leon Fortes                          /s/James Forbes
(Name  of  witness  in  print)          Duly  authorised


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