SUBSCRIPTION AGREEMENT


                                     between


                  CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED


                                       and


                CALEDON CASINO BID COMPANY (PROPRIETARY) LIMITED


                                       and


               CALEDON OVERBERG INVESTMENTS (PROPRIETARY) LIMITED

                                       and



             CENTURY CASINOS INC. (for purposes of clause 10.6 only)








1        INTERPRETATION

         In  this agreement, clause headings are for convenience and shall not
         be used in its  interpretation  and,  unless  the  context  clearly
         indicates  a  contrary intention,  -

1.1      an  expression  which  denotes  -

1.1.1    any  gender  includes  the  other  genders;
1.1.2    a  natural  person  includes an artificial or juristic person and
         vice  versa;

1.1.3    the  singular  includes  the  plural  and  vice  versa;
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1.2      the following expressions shall bear the meanings assigned to
         them below and  cognate  expressions  bear  corresponding
         meanings  -

1.2.1    "the/this  agreement"  -  this  document, as amended from time to
         time;

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

1.2.3    "business  sale  agreement"  -  the  written  sale  of  business
         agreement  to  be  entered  into  between  the  company,  the
         subscribers  and  Overberger Country Hotel and Spa (Pty) Ltd
         ("Hotelco") at more or  less  the  same  time  as  the  conclusion
         of  this  agreement;

1.2.4    "Century subscription shares" -  2 000 ordinary shares of R1 each
         in  the  share  capital  of  the  company;

1.2.5    "COIL  subscription shares" - 1 900 ordinary shares of Rl each in
         the  share  capital  of  the  company;

1.2.6    "company"  -  Caledon Casino Bid Company (Proprietary) Limited, a
         private  company  duly  incorporated  in  the  Republic  of
         South  Africa, with registration  number  1996/010708/07;

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

1.2.8    "effective date" - the first business day after the date on which
         the  suspensive  conditions  are  fulfilled;

1.2.9    "loan  agreement"  -  the  written  loan  agreement to be entered
         into  between  the  company and the subscribers at more or less
         the same time as the  conclusion  of  this  agreement;

1.2.10   "rental  enterprise  sale  agreement"  -  the  written  rental
         enterprise  sale  agreement  to  be  entered  into  between  the
         company,  the  subscribers,  and  Devco  at  more  or  less  the
         same  time  as  the  conclusion  of  this  agreement;

1.2.11   "share  certificates"  -  share  certificates  in respect of the
         relevant  subscription  shares,  indicating  the relevant
         subscriber as the sole holder  thereof;

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1.2.12   "signature  date"  -  date  of  signature  of  this  agreement  by
         the  signatory  which  signs  it  last;

1.2.13   "Century"  -  Century  Casinos  Africa  (Pty)  Ltd,  a  private
         company  duly  incorporated  in  the  Republic  of  South  Africa,
         with registration  number  1996/010501/07;

1.2.14   "subscription  price"  -  the  full  amount  payable  by  the
         subscribers  to  the  company  in  respect  of  the  subscription
         for their subscription  shares;

1.2.15   "subscription  shares"  - the Century subscription shares and/or
         the  COIL  subscription  shares,  as  the  context  may  indicate;

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

1.2.17   "business agreements" - the business sale agreement and the
         rental  enterprise  sale  agreement;

1.2.18   "the  subscriber"  -  Century  and/or  COIL,  as the context may
         indicate;

1.2.19   "transfer date" - the date on which the company pays Hotelco and
         Devco  in  terms  of  the business sale agreement and the rental
         enterprise sale agreement, being the date on which all properties
         which are to be transferred to the  company  in  terms  of  those
         agreements  are  transferred to the company;

1.2.20   "Century  Inc." - Century Casinos Inc. a company incorporated in
         the  United  States  of  America, being the ultimate holding company
         of Century;

1.3      any reference to any statute, regulation or other legislation shall
         be  a  reference  to  that  statute,  regulation  or other legislation
         as at the signature  date,  and  as  amended  or  substituted  from
         time  to  time;

1.4     if any provision in a definition is a substantive provision conferring a
        right  or  imposing  an obligation on any party then, notwithstanding
        that it is only  in  a  definition, effect shall be given to that
        provision as if it were a substantive  provision  in  the  body  of
        this  agreement;
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1.5     where  any term is defined within a particular clause other than this 1,
        that  term  shall  bear the meaning ascribed to it in that clause
        wherever it is used  in  this  agreement;

1.6     where any number of days is to be calculated from a particular day, such
        number  shall  be  calculated as excluding such particular day and
        commencing on the  next day. If the last day of such number so
        calculated falls on a day which is  not  a  business day, the last
        day shall be deemed to be the next succeeding day  which  is  a
        business  day;

1.7     any  reference to days (other than a reference to business days), months
        or  years  shall  be  a  reference  to  calendar  days,  months  or
        years,  as  the  case  may  be;

1.8     any  term  which refers to a South African legal concept or process (for
        example,  without  limiting  the aforegoing, winding-up or curatorship)
        shall be deemed  to include a reference to the equivalent or analogous
        concept or process in  any  other  jurisdiction in which this agreement
        may apply or to the laws of which  a  party  may  be  or  become
        subject;

1.9     the  use  of the word "including" followed by a specific example/s shall
        not be construed as limiting the meaning of the general wording
        preceding it and the  eiusdem  genefis  rule  shall  not be applied in
        the interpretation of such general  wording  or  such  specific
        example/s.

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

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2       INTRODUCTION

2.1     In  terms  of  a written shareholders agreement with the company, Devco,
        the  subscribers  and  others,  the  subscribers have undertaken to make
        capital funding  available  to  the  company.

2.2     The subscribers will, as part of their funding obligation, subscribe for
        the  subscription  shares  and the company will issue the subscription
        shares to the  subscribers.

2.3     This  agreement  records  the  terms and conditions subject to which the
        subscribers  will  subscribe  for  the  subscription shares and the
        company will issue  the  subscription  shares  to  the  subscribers.

3       SUSPENSIVE  CONDITIONS

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

3.1.1   the  loan  agreement  is  signed  by  the  parties  thereto;

3.1.2   the rental enterprise sale agreement is signed by the parties thereto;

3.1.3   the  business  sale  agreement  is signed by the parties thereto;

3.2     The  suspensive  conditions  are  stipulated  for  the  benefit  of  the
        subscribers, who shall jointly be entitled, in writing only, to waive
        fulfillment of  same  or to extend the date by which they or any of them
        is to be fulfilled.

3.3     If  any of the suspensive conditions referred to in 3.1 is not fulfilled
        or  waived,  then  this  agreement  shall  be  of  no  further force or
        effect -

3.3.1   no party hereto shall have any claim against the others arising out of
        or  in  connection  with  this  agreement;  and

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3.3.2   to  the  extent  that  this  agreement  may  have  been partially
        implemented,  the  parties  shall  be  restored  to  the  status
        quo  ante.

3.4     The  parties undertake to forthwith do all things within their power and
        to  take  all  reasonable  steps as expeditiously as possible in order
        to ensure fulfilment  of the suspensive conditions and to give effect to
        the provisions of this  3.

4       SUBSCRIPTION  FOR  SHARES

4.1     On  the  effective  date  -

4.1.1   Century  shall  subscribe for the Century subscription shares, being 2
        000  (two thousand) subscription shares at their par value of R1
        (one rand) each plus  a premium of R4 999 (four thousand nine hundred
        and ninety nine rands) per subscription share (ie at a total
        subscription price of R10 000 000 (ten million rands)  in  the
        aggregate);  and

4.1.2   the  company shall allot and issue the subscription shares to the
        subscriber,

4.2     On  the  transfer  date  -

4.2.1   COIL  shall  subscribe  for the COIL subscription shares, being 1
        900  subscription shares at their par value of R1 (one rand) each
        plus a premium of  R9  999  900  (nine million nine hundred and
        ninety eight thousand rands) in total;

4.2.2   the  company shall allot and issue the subscription shares to the
        subscriber;

4.3     For  the  sake  of  clarity, it is recorded that COIL has, prior to
        signature date, owned 100 ordinary shares in the company purchased
        at par. After the  transaction  envisaged  above  COIL  will own
        2 000 (two thousand) ordinary shares and have paid R10 000 000
        (ten million rands) for them in aggregate. Both COIL  and  Century
        after all the transactions in clause 4 above will have equal
        shareholding  in  the  company.

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5       PAYMENT  AND  DELIVERY

5.1     The  subscribers  shall  pay  the  subscription  price to the company in
        respect of their subscription shares on the effective date or the
        transfer date, as the case may, be in immediately available funds
        against delivery of the share certificates  to the subscribers in
        terms of 4.1.2 or 4.2.2, as the case may be.

5.2     The  company  shall  issue  and  deliver  the  share certificates to the
        subscribers  on  the  effective  date  or the transfer date, as the
        case may be.

6       RECONSTITUTION  OF  BOARD  OF  DIRECTORS

6.1     It  is  recorded  that  the  board of directors of the company currently
        comprises  two  nominees  of  COIL  and  one  nominee  of  Century.

6.2     The  parties shall procure that, on the effective date, a meeting of the
        members of the company shall be held at Cape Town, at which meeting the
        board of directors shall be reconstituted by the appointment of two new
        directors, all of whom  shall  be  nominated  for  appointment  by
        Century,  so that the board of directors  of  the  company,  after
        such  reconstitution, shall consist of five members, three of whom will
        be appointed by the Century, and two of whom will be appointed by COIL.

6.3     COIL  hereby  irrevocably  undertake  -

6.3.1   to  vote  in  favour  of  the  appointment of the two nominees of
        Century  referred  to  6.2;  and

6.3.2   to  vote  in  favour  of  the removal of Century's nominees
        and  their replacement with other nominees, if and when
        so  requested  by  the  Century;

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6.3.3   until  the  transfer  date,  to  exercise  their  voting  rights  in
        respect  of  the  shares  in  the  company  held  by  them  (and
        to  procure  that  all  directors  nominated  by  them  to  the
        board  of  directors  of  the  company  shall  similarly  exercise
        all  their  voting  rights  at  meeting  of  the  board  of  directors
        of  the  company)  in  accordance  with  Century's
        instructions  and  requirements  from  time  to  time,  provided
        that,  save  as  may  be  specifically  intended  hereby,  such
        voting  rights  need  not  so  be  exercised  in  order  to  wilfully
        frustrate  any  agreement  between  the  company  and  a
        third  party.

6.4     The  parties  shall procure that, on the transfer date, a meeting of the
        members of the company shall be held at Cape Town, at which meeting the
        board of directors  shall  be  reconstituted  by the appointment of one
        new director, who shall  be nominated for appointment by COIL, so that
        subject to 6.3 the board of directors  of  the  company,  after  such
        reconstitution,  shall consist of six members,  three  of  whom will be
        appointed by Century and three of whom will be appointed  by  COIL.

6.4.1   Century  hereby  irrevocably  undertakes  to  vote  in  favour of
        (subject  to  6.3  occurring)-  -

6.4.2   the  appointment  of  the  additional  nominee  of  COIL;  and

6.4.3   the  removal of the nominee of COIL and his replacement with
        other  nominee,  if  and  when  so  requested  by  the  COIL.

6.5     After  the  later  of  the effective date and the transfer date the
        board  of  directors  of  the  company  will  comprise  of  equal
        representation  by  COIL  and  Century;

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7       REPRESENTATIONS  AND  WARRANTIES


7.1     It  is  recorded that (and this agreement is accordingly based thereon),
        as  at  the  signature date and the date that this agreement becomes
        effective -

7.2.1   the  company is duly incorporated in the Republic of South Africa
        and  carries on business in accordance with the certificate to
        commence business issued  in  terms  of  the  Companies  Act,  1873;

7.2.2   no  steps  have  been  taken  and  no  steps  are  pending  or
        threatened  against  the  company  in terms of section 73 of
        the Companies Act, 1973;

7.2.3   the  company  has  the necessary legal capacity to enter into and
        perform  its  obligations  under  this  agreement  and  has  taken
        all necessary corporate  action  to authorise the execution and
        performance of this agreement;

7.2.4   in  the  execution  of this agreement and the performance by the
        company  of  its  obligations  hereunder,  the  company  will  not
        contravene  any  law  or  regulation  to  which  the  company  is
        subject  or  any  provision  of  its  memorandum  or  articles  of
        association;

7.2.5   upon  delivery  of  the  share  certificates to the subscriber in
        accordance  with  this agreement, ownership of the subscription
        shares will pass to  the  subscriber  and  the  subscriber  will
        become  the sole beneficial and registered  owner  of  the
        subscription  shares;

7.2.6   the  subscription  shares  will, when delivered to the subscriber
        in  accordance  with  the  provisions  of  this  agreement,  be  free
        of  any  pledge,  lien,  hypothec,  notarial  bond  or  encumbrance
        whatever  and  free  of  all  other  rights  of  retention  or
        pre-emption  (save  as  may  be  expressly  set  out  in  the
        company's  articles  of  association  or  the  written  shareholders
        agreement  referred  to  in  2.1)

7.3     All  matters referred to in this 7 are recorded as at the signature date
        and  as  at  the  effective  date.

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8       BREACH


8.1     Should  the  company,  breach  any  of  the  terms or conditions of this
        agreement  and  -

8.1.1   should  such  breach  be  incapable  of  being  remedied;  or

8.1.2   fail  to  remedy  such  breach within fourteen days after receipt of a
        written  notice  from the subscriber requiring such breach to be
        remedied, where such  breach  is  indeed  capable  of  being  remedied,
        then, without any prejudice to the other rights or remedies of the
        subscriber in terms  of  this  agreement  or  at  law,  the
        subscribers  shall be entitled to forthwith cancel this agreement
        and the loan agreement, on written notice to the other  parties  to
        such  effect.

8.2     Should either Century or COIL breach any of the terms or conditions
        of this agreement and thereafter fail to remedy such breach within
        fourteen days after  receipt  of  a  written  notice from the company
        and/or the other of them ("the non-defaulting party") requiring such
        breach to be remedied, then, without prejudice  to  the other rights
        or remedies of the non-defaulting party in terms of  this  agreement
        or  at  law,  the non-defaulting party shall be entitled to
        forthwith  cancel this agreement and the loan agreement on written
        notice to the other  party  to  such  effect.

8.3     Should  the  loan  agreement and/or the rental enterprise sale agreement
        and/or  the  business  sale  agreement be cancelled or terminated for
        any reason whatsoever,  then, without prejudice to any of its other
        rights or remedies as a result  thereof, the subscribers shall jointly
        or severally be entitled (but not obliged) to terminate and cancel
        (without incurring any liability on its part by doing  so) this
        agreement on written notice to such effect to the other parties.

8.4     Any such cancellation of this agreement by any of the parties shall
        operate  as  between  all  of the parties and in respect of the entire
        agreement  and  the  provisions of 3.3.1 shall apply mutatis mutandis.
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9       DOMICILIUM  AND  NOTICES

9.1     The  parties  choose  domicilia citandi et executandi ("damicilium") for
        all purposes relating to this agreement, including the giving of
        any notice, the payment  of  any  sum,  the  serving  of  any
        process,  as  follows  -

9.1.1               the  seller           physical     -     1  Nerina  Street
                                                             Caledon
                                          facsimile    -     028-2141270

9.1.2               the  purchaser        physical     -     1  Nerina  Street
                                                             Caledon
                                          facsimile    -     028-2141  270

9.1.3               Century               physical     -     c/o  Werksmans
                                                             Attorneys
                                                             22  Girton  Road
                                                             Parktown
                                                             Johannesburg
                                          facsimile    -     011-454  3100

9.1.4               COIL                  physical     -     1  Nicol  Street
                                                             Gardens
                                          facsimile    -     021-418  9288

9.1.5               Century  inc.         physical     -     200-  220  East
                                                             Bennett  Avenue
                                                             Cripple  Creek
                                                             Colorado,  CO
                                                             80813 USA
                                          facsimile    -     091 719 689 9700

9.2     Any  party shall be entitled from time to time, by giving written notice
        to  the  others,  to  vary its physical domicilium to any other physical
        address (not  being  a  post  office box or poste restante) within the
        Republic of South Africa  and  to  vary  its  facsimile  domicilium to
        any other facsimile number.

9.3     Any  notice  given  or  payment  made  by  any  party  to  another
        ("addressee")  which is delivered by hand between the hours of and
        17:00 on any business day to the addressee's physical domicilium for
        the time being shall be  deemed  to  have  been  received  by  the .
        addressee at the time of delivery.

9.4     Any  notice  given  by  any  party  to  another  which  is  successfully
        transmitted  by  facsimile  to the addressee's facsimile domicilium for
        the time being  shall  be deemed (unless the contrary is proved by the
        addressee) to have been  received  by  the  addressee on the day
        immediately succeeding the date of successful  transmission  thereof.

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9.5     This  9  shall  not operate so as to invalidate the giving or receipt of
        any  written  notice which is actually received by the addressee other
        than by a method  referred  to  in  this  9.

9.6     Any  notice  in  terms  of or in connection with this agreement shall be
        valid  and effective only if in writing and if received or deemed to be
        received by  the  addressee.

10      GENERAL


10.1    This agreement constitutes the sole record of the agreement between the
        parties in relation to the subject matter hereof, no party shall be
        bound by any express,  tacit  or  implied term, representation,
        warranty, promise or the like not  recorded  herein.  This  agreement
        supersedes  and  replaces  all  prior commitments,  undertakings  or
        representations, whether oral or written, between the  parties  in
        respect  of  the  subject  matter  hereof.

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

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

10.4    Without  prejudice  to  any  other  provision  of  this  agreement, any
        successor-in-title,  including any executor, heir, liquidator, judicial
        manager, curator  or  trustee,  of  any  party  shall  be  bound  by
        this  agreement.

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10.5    The  signature by any party of a counterpart of this agreement shall be
        as  effective  as if that party had signed the same document as all of
        the other parties.

10.6    Century Inc. hereby undertakes to procure that Century will fulfil
        its  obligations  to pay its portion of the subscription price to
        the company in terms  of  5.1.

          Signed  at  CapeTown  on  March  31,  2000
          for  Century  Casinos  Africa  (Proprietary)  Limited
          /s/  James  Forbes
          who  warrants  that  he  is  duly  authorised  hereto

          Signed  at  CapeTown  on  March  31,  2000
          for  Caledon  Casino  Bid  Company  (Proprietary)  Limited
          /s/  Leon  Fortes
          who  warrants  that  he  is  duly  authorised  hereto

          Signed  at  CapeTown  on  March  31,  2000
          for  Caledon  Overberg  Investments  (Proprietary)  Limited
          /s/  Leon  Fortes
          who  warrants  that  he  is  duly  authorised  hereto

          Signed  at  CapeTown  on  March  31,  2000
          for  Century  Casinos  Inc.
          /s/  James  Forbes
          who  warrants  that  he  is  duly  authorised  hereto

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