Sale of Gauteng Interest


    Exhibit
      10.180

       

      SETTLEMENT
        AGREEMENT

      


      entered
        into between the following parties (the “Parties”)

       

      GOLD
        REEF RESORTS LIMITED

      (Registration
        No. 1989/002108/06, previously named Gold Reef Casino Resorts
        Limited)

      (“GRR”)

      


      and

      


      AKANI
        LEISURE INVESTMENTS (PROPRIETARY) LIMITED

      (Registration
        No. 1998/002583/07)

      (“ALI”)

      


      and

      


      AKANI
        LEISURE (SILVERSTAR HOLDINGS) (PROPRIETARY) LIMITED

      (Registration
        No. 2005/031386/07)

      (“AL-SH”)

      


      and

      


      SILVER
        STAR DEVELOPMENT LIMITED

      (Registration
        No. 1995/000369/06)

      (“Silverstar”)

      


      and

      


      CENTURY
        RESORTS LIMITED

      (a
        company duly registered and incorporated under the laws of Mauritius under
        Registration No. 50866)

      (“Century
        Resorts”)

      


      and

      


      CENTURY
        CASINOS WEST RAND (PROPRIETARY) LIMITED

      (Registration
        No. 1997/019274/07)

      (“CCWR”)

      


      and

      


      NOVOMATIC
        AG

      (a
        company duly registered and incorporated under the laws of Austria)

      (“Novomatic”)

       

      and

      


      CENTURY
        CASINOS AFRICA (PROPRIETARY) LIMITED

      (Registration
        No. 1996/010501/07)

      (“CCA”)

      


      and

      


      CENTURY
        CASINOS, INCORPORATED

      (a
        company duly registered and incorporated under the laws of the United States
        of
        America)

      (“Century
        Inc”)

       

      and

      


      CENTURY
        CASINOS MANAGEMENT, INCORPORATED

      (a
        company duly registered and incorporated under the laws of
        Delaware)

      (“Century
        Management Inc”)

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      WHEREBY
        IT IS AGREED AS FOLLOWS:

      


      
        	
                1.

              	
                INTERPRETATION
                  AND PRELIMINARY

              


      

       

      The
        following terms shall have the meanings assigned to them hereunder and cognate
        expressions shall have corresponding meanings, namely -

      


      
        	 	
                1.1.

              	
                “Century
                  Companies”
                  means collectively Century Resorts, CCWR, Novomatic, CCA, Century
                  Inc and
                  Century Management Inc, and includes an individual reference to
                  any one or
                  more of them as the context may
                  require;

              


      

      


      
        	 	
                1.2.

              	
                “Century
                  Group”
                  means collectively the Century Companies and each of their subsidiaries
                  and each of the Century Companies’ holding companies and such holding
                  companies’ subsidiaries from time to time and includes an individual
                  reference to any one or more of them as the context may
                  require;

              


      

      


      
        	 	
                1.3.

              	
                “Da
                  Silva”
                  means Jose Garcia Sequeira da Silva (Identity
                  No. 571031 5115 088);

              


      

      


      
        	 	
                1.4.

              	
                "Date
                  Of Signature Hereof"
                  means the date of the last signature of this
                  agreement;

              


      

      


      
        	 	
                1.5.

              	
                “GRR
                  Companies”
                  means collectively GRR, ALI, AL-SH and Silverstar, and includes
                  an
                  individual reference to any one or more of them as the context
                  may
                  require;

              


      

      


      
        	 	
                1.6.

              	
                “GRR
                  Group”
                  means collectively the GRR Companies and each of their subsidiaries
                  and
                  each of the GRR Companies’ holding companies and such holding companies’
                  subsidiaries from time to time and includes an individual reference
                  to any
                  one or more of them as the context may
                  require;

              


      

      


      
        	 	
                1.7.

              	
                “Management
                  Agreements”
                  means collectively -

              


      

      


      
        	 	
                1.7.1.

              	
                the
                  agreement titled “Equity Contribution Agreement” entered into between
                  Silverstar and CCA on or about 18 October
                  1996;

              


      

      


      
        	 	
                1.7.2.

              	
                the
                  agreement titled “Agreement” entered into between Silverstar and CCA on or
                  about 18 October 1996;

              


      

      


      
        	 	
                1.7.3.

              	
                the
                  agreement titled “Casino Management Agreement” entered into between
                  Silverstar and CCWR (cited as being then a “to-be-formed” company) on or
                  about 18 October 1996;

              


      

      


      
        	 	
                1.7.4.

              	
                the
                  agreement titled “Agreement By And Between Silverstar Development Limited
                  And Century Casinos West Rand (Pty) Limited” entered into between
                  Silverstar and CCWR on or about 24 August 1999;
                  and

              


      

      


      
        	 	
                1.7.5.

              	
                the
                  agreement titled “Governing Agreement between SDL & JdS & CCA
                  & CCWR December 30, 2003” entered into between Silverstar, Da Silva,
                  CCA and

              


      


      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      


      CCWR
        (and
        signed by James Forbes “as lead negotiator for” Silverstar) on or about
        30 December 2003 and
        all of
        the agreements listed or referred to in the table in paragraph III (Suite
        of Agreements) of the aforesaid Governing Agreement, provided that the parties
        to such agreements are, inter
        alia,
        Silverstar and a member of the Century Group; 

      


      
        	 	
                1.7.6.

              	
                all
                  agreements amending, superseding or reinstating (in that the agreement
                  being “reinstated” is void or has terminated and a new agreement is
                  concluded on the same or similar terms) any of the agreements described
                  in
                  paragraphs 1.7.1
                  to
                  1.7.5
                  above; and 

              


      

      


      
        	 	
                1.7.7.

              	
                all
                  and any other agreements concluded at any time prior to the Date
                  Of
                  Signature Hereof between, inter
                  alia,
                  Silverstar and any members of the Century Group whether relating
                  or
                  referring to any of the agreements described in
                  paragraphs 1.7.1
                  to 1.7.5
                  above or relating or referring to the subject matter in such agreements
                  or
                  relating to any other subject matter whatsoever (including, without
                  limitation, relating to the management, operation or development
                  of
                  Silverstar’s casino or to any loans); but


              


      

      


      
        	 	
                1.7.8.

              	
                specifically
                  excluding the Verkrans Agreement;

              


      

      


      
        	 	
                1.8.

              	
                “Novomatic
                  Sold Claims”
                  means all claims of whatsoever nature and howsoever arising which
                  Novomatic may have against Silverstar on the Implementation
                  Date;

              


      

      


      
        	 	
                1.9.

              	
                “Novomatic
                  Sold Shares”
                  means all of the shares owned by Novomatic in the issued share
                  capital of
                  Silverstar, being at least 80 (eighty) ordinary
                  shares;

              


      

      


      
        	 	
                1.10.

              	
                “Option
                  Agreements”
                  means collectively the 3 (three) agreements each titled “Option Agreement”
                  and concluded on or about 1 December 2004 and respectively entered
                  into between: (a) GRR, ALI, Silverstar, Century Resorts and Century
                  Inc;
                  (b) GRR, ALI, Silverstar and CCWR; and (c) GRR, ALI, Silverstar
                  and
                  Novomatic;

              


      

      


      
        	 	
                1.11.

              	
                “Verkrans
                  Agreement”
                  means the agreement titled “Agreement” entered into between Silverstar,
                  Verkrans Ontwikkelings Maatskappy (Proprietary) Limited (Registration
                  No. 1971/013858/07) and CCA on 1 December 2004.
                  

              


      

      


      
        	
                2.

              	
                RECORDAL

              


      

       

      The
        Parties hereby record that various disputes and uncertainties have arisen
        between them in relation to, inter
        alia,
        the
        Management Agreements and the Option Agreements. The Parties have reached
        agreement on the settlement of such disputes, the terms of which settlement
        are
        set out in this agreement.


      
        
          
          

        

        
          Page
            3

          
            

          

        

        
          
          

        

      


      3.   SETTLEMENT
        OF DISPUTE

       

          Sale
        Of The
        Novomatic Sold
        Shares And The Novomatic Sold Claims

       

      
        	 	
                3.1.

              	
                Novomatic
                  hereby sells the Novomatic Sold Shares and the Novomatic Sold Claims
                  to
                  GRR and ALI, who hereby purchase same in equal shares on the Date
                  Of
                  Signature Hereof for a purchase price of R4 109 625,00 (four
                  million one hundred and nine thousand six hundred and twenty five
                  rand).
                  The purchase price is payable by GRR and ALI to Novomatic on
                  27 September 2006 (the “Implementation
                  Date”)
                  against compliance by Novomatic with its obligations in
                  clause 3.2,
                  to be paid by bank guaranteed
                  cheque.

              


      

      


      
        	 	
                3.2.

              	
                The
                  Century Companies shall deliver the Novomatic Sold Shares and the
                  Novomatic Sold Claims to GRR and ALI on the Implementation Date
                  (from
                  which date ownership of and risk and benefit to the Novomatic Sold
                  Shares
                  and the Novomatic Sold Claims shall pass to GRR and ALI), against
                  compliance by GRR and ALI with their obligations in
                  clause 3.1
                  and compliance by Silverstar with its obligations in
                  clause 3.7,
                  by providing to GRR and ALI -

              


      

      


      
        	 	
                3.2.1.

              	
                the
                  share certificates in respect of the Novomatic Sold Shares, together
                  with
                  two separate declarations for the transfer thereof to GRR (for
                  half of the
                  Novomatic Sold Shares) and to ALI (for the other half) as to transferee,
                  duly signed by Novomatic on a date not being more than 14 (fourteen)
                  days before the date of delivery;

              


      

      


      
        	 	
                3.2.2.

              	
                a
                  written cession of the Novomatic Sold Claims, substantially in
                  the form
                  attached hereto as Annexure A
                  (Cession
                  of Novomatic Sold Claims),
                  including due delivery of any security held for or in respect of
                  those
                  claims;

              


      

      


      
        	 	
                3.2.3.

              	
                a
                  resolution in terms of section 228 of the Companies Act No.61 of 1973
                  (the “Companies
                  Act”),
                  if necessary, substantially in the form attached hereto as Annexure B (Section 228
                  Resolution),
                  provided that to the extent that such resolution is not delivered
                  on the
                  Implementation Date the Century Companies shall be deemed to have
                  warranted to GRR and ALI that such resolution is not necessary
                  in terms of
                  the Companies Act; and

              


      

      


      
        	 	
                3.2.4.

              	
                the
                  signature of Novomatic on the otherwise completed consent form
                  which the
                  Gauteng Gambling Board (the “Board”)
                  requests be submitted pertaining to the application dated 25 August
                  2006
                  (the “Novomatic
                  Section 38 Application”)
                  lodged by various members of the GRR Group requesting the Board’s
                  approval, in terms of section 38 of the Gauteng Gambling Act No. 4 of
                  1995 (the “Act”),
                  of the acquisition of the Novomatic Sold Shares and the Novomatic
                  Sold
                  Claims.

              


      

      


      
        	 	
                3.3.

              	
                The
                  stamp duty in respect of the transfer of the Novomatic Sold Shares
                  shall
                  be borne by GRR and ALI. 

              


      

      


      
        	 	
                3.4.

              	
                The
                  Novomatic Sold Shares and Novomatic Sold Claims are purchased by
                  GRR and
                  ALI voetstoots, save that Novomatic warrants in favour of GRR and
                  ALI
                  that -

              


      


      
        
          
          

        

        
          Page
            4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.4.1.

              	
                
                  Novomatic
                    will be the beneficial and registered owner of the Sold Shares
                    and the
                    Sold Claims on the Date Of Signature Hereof and the Implementation
                    Date;

                

              




      
        	 	
                3.4.2.

              	
                Novomatic
                  knows of no reason which, on the implementation of the provisions
                  of
                  clauses 3.1
                  and 3.2
                  above, will prevent GRR and ALI from becoming the sole and exclusive
                  owners of the Novomatic Sold Shares and the Novomatic Sold Claims;
                  

              


      

      


      
        	 	
                3.4.3.

              	
                the
                  Novomatic Sold Shares and the Novomatic Sold Claims are capable
                  of being
                  transferred without any right of pre-emption, option, donation
                  or
                  stipulation
                  alteri;
                  

              


      

      


      
        	 	
                3.4.4.

              	
                the
                  Novomatic Sold Shares and the Novomatic Sold Claims are not subject
                  to any
                  pledge, limitation, notarial bond or any encumbrance of whatsoever
                  nature;
                  and

              


      

      


      
        	 	
                3.4.5.

              	
                no
                  person will have any right of any nature whatsoever to acquire
                  the
                  Novomatic Sold Shares and the Novomatic Sold Claims.
                  

              


      

      


      
        	 	
                3.5.

              	
                The
                  Century Companies hereby acknowledge and consent to the conclusion
                  and
                  implementation of the sale of the Novomatic Sold Shares and Novomatic
                  Sold
                  Claims and hereby waive, in favour of the GRR Group, any rights
                  of
                  pre-emption, rights of first refusal, rights to acquire the Novomatic
                  Sold
                  Shares and/or the Novomatic Sold Claims (whether in terms of a
                  call option
                  or any other mechanism) and any other similar rights that any of
                  them may
                  hold pursuant to any agreement or the Articles of Association of
                  Silverstar or any other company. 

              


      

      


      Termination
        Of The Management Agreements

       

      
        	 	
                3.6.

              	
                The
                  Parties hereby agree that the Management Agreements shall be terminated,
                  or in the event of clause 3.8
                  becoming applicable shall be amended, with effect from the date
                  of receipt
                  of the following approvals (the “Required
                  Approvals”):
                  (i) the approval of the Board relating to such termination or amendment
                  (as the case may be); and (ii) the approval of such termination
                  in terms
                  of the Competition Act, No. 89 of 1998, if such approval is required
                  to be obtained in law prior to such termination, provided that,
                  in the
                  case of the termination, the Required Approvals are received by
                  no later
                  than 30 June 2007 (the “Applicable
                  Date”),
                  failing which the Management Agreements shall remain of full force
                  and
                  effect subject to the provisions of clause 3.8
                  which shall then apply. In light of the fact that Da Silva is a
                  party to
                  certain of the Management Agreements, the Parties shall use their
                  respective reasonable endeavours to procure his agreement to the
                  aforesaid
                  termination or amendment (as the case may be) by virtue of signing
                  the
                  termination consent in the form of Annexure C
                  (Da
                  Silva Termination Consent),
                  provided that such endeavours shall not be interpreted to mean
                  that the
                  Century Companies shall be under an obligation to pay to Da Silva or
                  to contribute to payment to Da Silva of any consideration or
                  compensatory sum in order to procure his agreement
                  accordingly. 

              


      

      


      
        	 	
                3.7.

              	
                In
                  consideration for the Century Companies agreeing to the aforesaid
                  termination and to the amendment in clause 3.8,
                  Silverstar shall pay, on the Implementation Date, an amount of
                  R1,00 (one
                  rand) to CCWR, to be paid by cheque, an amount of R40 290 375,00
                  (forty million two hundred and ninety thousand three hundred and
                  seventy
                  five rand) to Century Resorts to be paid by way of direct electronic
                  funds
                  transfer in immediately available funds into a South African bank
                  account
                  nominated in writing, delivered by Century Resorts to GRR, and
                  an amount
                  of R3 000 000,00 (three million rand) to CCA to be paid by bank
                  guaranteed cheque.

              


      


      
        
          
          

        

        
          Page
            5

          
            

          

        

        
          
          

        

      


       

      


      
        	 	
                3.8.

              	
                From
                  the Applicable Date, if this clause 3.8
                  becomes applicable (which it will do in the circumstances contemplated
                  in
                  clause 3.6),
                  the
                  Management Agreements shall remain of full force and effect, save
                  that
                  they shall be amended such that the only rights and obligations
                  contained
                  therein are the obligation of CCWR to advise Silverstar, once every
                  6
                  (six) months, as to the current best international practices in
                  the
                  managing and operating of casinos and the reciprocal obligation
                  of
                  Silverstar to pay a consideration therefor equal to 1% (one per
                  cent) of
                  its gross gaming revenues (payable monthly) and 1% (one per cent)
                  of its
                  EBITDA (payable monthly on account with an adjusting payment or
                  credit
                  within one month after the completion of the audited financial
                  statements
                  of Silverstar), all of which amounts shall be paid directly to
                  Century
                  Resorts by way of direct electronic funds transfer in immediately
                  available funds into a South African bank account nominated in
                  writing,
                  delivered by Century Resorts to Silverstar. On the Applicable Date,
                  the
                  Management Agreements shall be deemed to have been amended as aforesaid,
                  subject only to the receipt of the Required Approvals. The Century
                  Companies shall provide all reasonable assistance in procuring
                  such
                  approvals.

              


      

      


      
        	 	
                3.9.

              	
                If
                  the Required Approvals referred to in clause 3.8
                  have not been received within 3 (three) months after the Applicable
                  Date
                  then forthwith on the expiry of such 3 (three) month
                  period -

              


      

      


      
        	 	
                3.9.1.

              	
                against
                  compliance by the Century Companies with their obligations in
                  clause 3.9.2
                  below, the provisions of clauses 3.6
                  and 3.8
                  shall cease and the Management Agreements shall remain of full
                  force and
                  effect; and

              


      

      


      
        	 	
                3.9.2.

              	
                against
                  the provisions of clause 3.9.1
                  being implemented, the Century Companies shall reimburse to Silverstar
                  the
                  R40 290 375,00 (forty million two hundred and ninety thousand
                  three hundred and seventy five rand)
                  payment contemplated in clause 3.7,
                  such reimbursement to be paid on written demand from Silverstar
                  (against
                  the provisions of clause 3.9.1
                  being implemented) by way of direct electronic funds transfer in
                  immediately available funds into a South African bank account nominated
                  in
                  writing, delivered by Silverstar to Century Resorts. 

              


      

      


      
        	 	
                3.10.

              	
                Each
                  of the Century Companies who are party to any Management Agreement
                  shall
                  deliver to GRR a resolution in terms of section 228 of the Companies
                  Act, if necessary, substantially in the form attached hereto as
                  Annexure B
                  (Section 228
                  Resolution),
                  on the Implementation Date (save for CCWR, in respect of which
                  the
                  resolution shall be delivered within 30 (thirty) days after the
                  Implementation Date), provided that to the extent that such resolution
                  is
                  not delivered on the Implementation Date (or on the expiry of the
                  said 30
                  (thirty) day period, as the case may be) by any Century Company,
                  such
                  company shall be deemed to have warranted to the GRR Companies
                  that such
                  resolution is not necessary in terms of the Companies Act.
                  Notwithstanding the foregoing, the aforesaid warranty shall be
                  deemed to
                  have not been granted, in respect of the resolution pertaining
                  to CCWR
                  only, if such resolution is not obtained timeously and the sole
                  reason
                  therefor is that the necessary CCWR shareholders’ meeting for the passing
                  of such resolution is timeously called but is not quorate by reason
                  solely
                  of the Silva Trust failing to attend the meeting (whether in person
                  or by
                  proxy).

              


      


      
        
          
          

        

        
          Page
            6

          
            

          

        

        
          
          

        

      

       

      General

       

      
        	 	
                3.11.

              	
                GRR
                  hereby undertakes that, to the extent that ALI fails to pay any
                  portion of
                  the purchase price in clause 3.1
                  and/or Silverstar fails to pay any portion of the consideration
                  in
                  clause 3.7,
                  GRR will pay such shortfall on the Implementation Date,
                  mutatis
                  mutandis
                  as
                  contemplated in clause 3.1
                  or
                  clause 3.7
                  (as the case may be). Furthermore, any portion of the aforesaid
                  purchase
                  price or consideration which is not paid on due date shall attract
                  interest at the prime overdraft rate quoted by Nedbank Limited
                  plus
                  3% (three per cent), calculated nominal annual compounded monthly
                  in
                  arrear, until the date of payment of such outstanding portion in
                  full. 

                 

              


      

      
        	 	
                3.12.

              	
                The
                  Century Group hereby acknowledge that GRR has informed them that
                  the
                  Novomatic Section 38 Application, the Amendment Application (being
                  the
                  application dated 29 August 2006, lodged by Silverstar for the
                  amendment of the casino licence issued to Silverstar by the Board
                  on
                  29 April 2005 (the “Licence”)
                  in order to remove the words “Century
                  Casinos West Rand (Proprietary) Limited - operator”
                  from the front page of the Licence) and the Prior Approval Application
                  (being the application in the letter dated 29 August 2006, addressed
                  by Silverstar to the Board for their prior written approval of
                  the
                  termination of the Management Agreements as contemplated in clause
                  3.6 in
                  terms of Paragraph 9 of Schedule D of the Licence) (collectively
                  the “Applications”)
                  have been lodged with the Board and the Century Group hereby consent
                  (and
                  undertake in favour of the GRR Group not to object) to such Applications
                  (and any other applications lodged with the Board pertaining to
                  Silverstar) and (at the cost of the GRR Group) undertake to provide
                  the
                  signature of any necessary documentation to procure the approval
                  by the
                  Board of the Applications. Without
                  derogating from the aforegoing, the Century Companies shall sign
                  and
                  deliver a letter, substantially in the form of Annexure D
                  (Century
                  Companies Letter),
                  to GRR, ALI and Silverstar on the Implementation Date. Notwithstanding
                  any
                  confidentiality provision in this agreement or elsewhere, the GRR
                  Group
                  shall be entitled to provide a copy of this agreement and/or the
                  aforesaid
                  letter to the Board in order to demonstrate the support of the
                  Century
                  Group contemplated in this clause 3.12. 

              


      

      


      
        	 	
                3.13.

              	
                The
                  Century Companies on the one hand and the GRR Companies on the
                  other hand
                  hereby undertake in favour of each other to do all such things
                  as may
                  reasonably be necessary in order to procure the prompt implementation
                  of
                  this agreement. 

              


      

      


      
        	 	
                3.14.

              	
                To
                  the extent that any of the members of the Century Group (who are
                  not
                  Century Companies) are expressed as having obligations or as being
                  required to perform any function in terms of this agreement, the
                  Century
                  Companies will procure that such members perform the obligation
                  or
                  function in question. This provision shall apply mutatis
                  mutandis
                  to
                  the GRR Group and the GRR
                  Companies.

              


      

      


      
        
          
          

        

        
          Page
            7

          
            

          

        

        
          
          

        

      

      
        	 	
                3.15.

              	
                The
                  Parties agree that this agreement shall have no effect on the Verkrans
                  Agreement.

              


      

       

      
        	 	
                3.16.

              	
                Save
                  as expressly contemplated in this agreement, the Parties agree
                  that
                  neither the GRR Group nor the Century Group shall have any claims
                  or
                  rights of whatsoever nature and howsoever arising against the other
                  of
                  them and this agreement is concluded in full and final settlement
                  of all
                  and any claims/disputes of whatsoever nature between them as at
                  the Date
                  Of Signature Hereof (including, without limitation, any claims,
                  rights or
                  disputes arising pursuant to the Management Agreements or the Option
                  Agreements) and that the Century Companies shall not in any circumstances
                  whatsoever, save as contemplated in clause 3.9.2,
                  be obliged to refund any of the amounts paid to the Century Companies
                  as
                  provided in clauses 3.1 and 3.7.

              


      

      


      
        	
                4.

              	
                REPRESENTATIVES

              


      

       

      
        	 	
                4.1.

              	
                The
                  giving of any notice by the GRR Group to CCA in terms of this agreement,
                  shall constitute due notice to the Century Group. The obtaining
                  by the GRR
                  Group of CCA’s consent shall constitute the giving of the consent in
                  question by the Century Group. 

              


      

      


      
        	 	
                4.2.

              	
                The
                  giving of any notice by the Century Group to GRR in terms of this
                  agreement, shall constitute due notice to the GRR Group. The obtaining
                  by
                  the Century Group of GRR’s consent shall constitute the giving of the
                  consent in question by the GRR Group.


              


      

      


      
        	
                5.

              	
                CONFIDENTIALITY
                  AND PUBLICITY

              


      

       

      Any
        information obtained by any Party (save for information in the public domain
        or
        validly obtained by such Party from another person) in terms, or arising
        from
        the implementation, of this agreement shall be treated as confidential by
        the
        Parties and shall not be used, divulged or permitted to be divulged to any
        person not being a Party, without the prior written consent of the other
        Parties
        save that any information which is required to be furnished by law or by
        the
        Board or by any stock exchange may be so furnished and that no Party shall
        be
        precluded from using or divulging such information in order to pursue any
        legal
        remedy available to it. Notwithstanding the aforegoing, the GRR Companies
        on the
        one hand and the Century Companies on the other hand shall be entitled to
        publish a SENS announcement (or equivalent) referring to the conclusion of
        this
        agreement, subject to the prior written approval of the other of them (which
        approval shall not be unreasonably withheld).

      


      
        	
                6.

              	
                GOVERNING
                  LAW

              


      

       

      This
        agreement shall be governed by and interpreted in accordance with the laws
        of
        the Republic of South Africa.

      


      
        	
                7.

              	
                ARBITRATION

              


      

       

      
        	 	
                7.1.

              	
                Should
                  any dispute arise between the Parties in connection with or arising
                  out of
                  this agreement, or arising out of or in connection with the Option
                  Agreements or Management Agreements, that dispute shall, unless
                  resolved
                  amongst the parties to the dispute, be referred to and be determined
                  by
                  arbitration in terms of this clause 7.

              


      

      


      
        	 	
                7.2.

              	
                Any
                  Party may demand that a dispute be determined in terms of this
                  clause 7
                  by
                  written notice given to the other
                  Parties.

              


      


      
        
          
          

        

        
          Page
            8

          
            

          

        

        
          
          

        

      


      
        	
              	7.3.	
                This
                  clause 7
                  shall not preclude any Party from obtaining interim relief on an
                  urgent
                  basis from a Court of competent jurisdiction pending the decision
                  of the
                  arbitrator, and for that purpose the Parties consent / submit to
                  the
                  jurisdiction of the High Court of South Africa (Witwatersrand Local
                  Division).

              


      

      


      
        	 	
                7.4.

              	
                Save
                  as provided for in this clause 7
                  (and below in this clause 7.4)
                  the arbitration shall be held / determined in terms of the South
                  African
                  Arbitration Act, No. 42 of 1965, as amended
                  :

              


      

      


      
        	 	
                7.4.1.

              	
                A
                  single arbitrator shall be appointed by agreement between the Parties
                  (within 2 (two) weeks of the delivery of the notice in
                  clause 7.2
                  above). The Party delivering the notice shall nominate three arbitrators,
                  from which just one arbitrator shall be chosen. Failing agreement
                  on the
                  choice / identity of the arbitrator any of the Parties may approach
                  the
                  Chairman of the Johannesburg Bar Council to nominate the
                  arbitrator;

              


      

      


      
        	 	
                7.4.2.

              	
                The
                  Parties agree that the dispute which has arisen between the Parties
                  will
                  be defined and particularised by an exchange of pleadings / submissions,
                  as will the relief sought;

              


      

      


      
        	 	
                7.4.3.

              	
                The
                  Parties agree that the arbitration proceedings shall conclude within
                  a
                  period of 10 (ten) weeks from the date of the filing of the submission
                  of
                  the claimant, that period to include the period in which the arbitrator
                  shall give his decision;

              


      

      


      
        	 	
                7.4.4.

              	
                The
                  Parties agree that an appropriate procedure will be agreed upon
                  by the
                  Parties with the arbitrator, failing which agreement the arbitrator
                  shall
                  determine the procedure (within the constraint of the 10 (ten)
                  week
                  period). The Parties agree that a pre-arbitration meeting shall
                  take place
                  as soon as possible (but no later than 10 (ten) days after the
                  appointment
                  of the arbitrator, alternatively as soon as the arbitrator is available)
                  in order to agree the procedure and
                  schedule;

              


      

      


      
        	 	
                7.4.5.

              	
                The
                  arbitrator shall have the right to determine his own
                  jurisdiction;

              


      

      


      
        	 	
                7.4.6.

              	
                The
                  proceedings will take place in Sandton at a venue to be
                  decided;

              


      

      


      
        	 	
                7.4.7.

              	
                The
                  Parties hereby nominate their domicilium
                  citandi et executandi
                  set out in clause 10,
                  for all purposes, whether in respect of Court / dispute resolution
                  process
                  (including arbitration), notices or other documents or communications
                  of
                  whatsoever nature; and

              


      

      


      
        	 	
                7.4.8.

              	
                The
                  Parties agree that the decision of the arbitrator may be subject
                  to an
                  appeal, on a limited basis to be agreed, failing which on
                  papers/submissions only before a single appeal arbitrator, the
                  appeal
                  process, inclusive of the time within which the appeal arbitrator
                  shall
                  make his decision, to take no longer than a period of 3 (three)
                  weeks. The
                  procedure of choice of appeal arbitrator shall be as per the procedure
                  of
                  choice of arbitrator of first
                  instance.

              


      


      
        
          
          

        

        
          Page
            9

          
            

          

        

        
          
          

        

      


      8.   BREACH

      If
        any
        member of the GRR Group on the one hand or any member of the Century Group
        on
        the other hand breaches any provision or term of this agreement and fails
        to
        remedy such breach within 10 (ten) business days of receipt of written notice
        requiring it to do so then
        the
        aggrieved party shall be entitled without notice, in addition to any other
        remedy available to it at law or under this agreement (but excluding the
        right
        to cancel), including obtaining an interdict, to claim specific performance
        of
        any obligation, without prejudice to the aggrieved party's right to claim
        damages. 

      


      
        	
                9.

              	
                NO
                  CESSION OR ASSIGNMENT

              


      

       

      Save
        as
        expressly provided elsewhere no Party shall be entitled to cede their rights
        or
        assign their rights and obligations hereunder to any third party without
        the
        prior written consent of GRR and CCA.

      


      
        	
                10.

              	
                DOMICILIUM
                  CITANDI ET EXECUTANDI

              


      

       

      The
        Parties choose as their domicilia
        citandi et executandi
        for all
        purposes under this agreement, whether in respect of court process, notices
        or
        other documents or communications of whatsoever nature (including the exercise
        of any option), the following addresses :

      


      
        	 	
                10.1.

              	
                the
                  GRR Companies:

              


      

                      

      
        
          	
                   Physical:

                	 Gold
                  Reef City
	 	 Gate
                  4
	 	 Northern
                  Parkway
	 	 Ormonde
	 	 
	
                   Telefax:

                	 (+27-11)
                  248-6886


        

      

       

      
        	 	
                10.2.

              	
                the
                  Century Companies:

              


      

      


      
        
          	
                   Physical:

                	 20th
                  Floor
	 	 No.
                  1 Thibault Square
	 	 Cape
                  town
	 	 8001
	 	 
	
                   Telefax:

                	 (+27-21)
                  421-3739


        



      
        	
                11.

              	
                COUNTERPARTS

              


      

       

      This
        agreement may be executed in several counterparts, each of which shall together
        constitute one and the same instrument.

      


      


      



      
        
          
          

        

        
          Page
            10

          
            

          

        

        
          
          

        

      


      SIGNED
        by
        the Parties and witnessed on the following dates and at the following places
        respectively:

      


      
      

       

      
        	
                DATE

              	 	
                PLACE

              	
                WITNESS

              	
                SIGNATURE

              
	 	 	 	 	 
	 	 	 	
                1.
                  /s/ Jarrod Friedman

              	
                For:
                  GOLD REEF RESORTS LIMITED

              
	  27/9/2006	 	 Johannesburg	 	 /s/
                Steven Joffe
	 	 	 	
                2.
                  /s/ Christopher Paul

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                1.
                  /s/ Jarrod Friedman

              	
                For:
                  AKANI LEISURE INVESTMENTS (PROPRIETARY) LIMITED

              
	  27/9/2006	 	 Johannesburg	 	 /s/
                Richard Thabo Moloko
	 	 	 	
                2.
                  /s/ Christopher Paul

              	 
	 	 	 	 	 
	 	 	 	
                1.
                  /s/ Jarrod Friedman

              	
                For:
                  AKANI LEISURE (SILVERSTAR HOLDINGS) (PROPRIETARY)
                  LIMITED

              
	  27/9/2006	 	 Johannesburg	 	 /s/
                Richard Thabo Moloko
	 	 	 	
                2.
                  /s/ Christopher Paul

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                1.
                  /s/ Jarrod Friedman

              	
                For:
                  SILVER STAR DEVELOPMENT LIMITED

              
	  27/9/2006	 	 Johannesburg	 	  /s/
                Steven Joffe
	 	 	 	
                2.
                  /s/ Christopher Paul

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                1.
                  /s/ Judith Mackay

              	
                For:
                  CENTURY RESORTS LIMITED

              
	 27/9/2006	 	 Cape
                Town	 	 /s/
                Roy Anderson
	 	 	 	
                2.
                  /s/ Heidi Dorfling

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                1.
                  /s/ Judith Mackay

              	
                For:
                  CENTURY CASINOS WEST RAND (PROPRIETARY) LIMITED

              
	 27/9/2006	 	 Cape
                Town	 	 /s/
                Roy Anderson
	 	 	 	
                2.
                  /s/ Heidi Dorfling

              	 
	 	 	 	 	 


      

       

       

      
        
          
          

        

        
          Page
            11

          
            

          

        

        
          
          

        

      

      	 

              DATE

            	 	 

              PLACE

            	 

              WITNESS

            	 

              SIGNATURE

            
	
            	 	 	
              1.
                /s/ Judith Mackay

            	
               

              For:
                NOVOMATIC AG

            
	 27/9/2006	 	 Cape
              Town	 	 /s/
              Roy Anderson
	 	 	 	
              2.
                /s/ Heidi Dorfling

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              1.
                /s/ Judith Mackay

            	
              For:
                CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED

            
	 27/9/2006	 	 Cape
              Town 	 	 /s/
              Roy Anderson
	 	 	 	
              2.
                /s/ Heidi Dorfling

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              1.
                /s/ Judith Mackay

            	
              For:
                CENTURY CASINOS, INC.

            
	 27/9/2006	 	 Cape
              Town	 	 /s/
              Roy Anderson
	 	 	 	
              2.
                /s/ Heidi Dorfling

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              1.
                /s/ Judith Mackay

            	
              For:
                CENTURY CASINOS MANAGEMENT, INC.

            
	 27/9/2006	 	 Cape
              Town	 	 /s/
              Roy Anderson
	 	 	 	
              2.
                /s/ Heidi Dorfling

            	 
	 	 	 	 	 
	 	 	 	 	 



       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        Annexure A
          - Cession of Novomatic Sold Claims

         

        


        We,
          the
          undersigned,

        


        NOVOMATIC
          AG 

        (“Novomatic”)

        


        hereby
          unconditionally and irrevocably cede and make over to 

        


        GOLD
          REEF RESORTS LIMITED

        (Registration
          No. 1989/002108/06)

        (previously
          named Gold Reef Casino Resorts Limited)

        (“GRR”)

        


        and

        


        AKANI
          LEISURE INVESTMENTS (PROPRIETARY) LIMITED

        (Registration
          No. 1998/002583/07)

        (“ALI”)

        


        in
          equal
          shares, all right, title and interest in and to the Novomatic Sold Claims,
          with
          effect from the Implementation Date. For the purposes of the foregoing,
          “Novomatic Sold Claims” means “Novomatic Sold Claims” and “Implementation Date”
means “Implementation Date” as such terms are defined in the Settlement
          Agreement entered into between GRR, ALI, Akani Leisure (Silverstar Holdings)
          (Proprietary) Limited, Silver Star Development Limited, Century Resorts
          Limited,
          Century Casinos West Rand (Proprietary) Limited, Novomatic, Century Casinos
          Africa (Proprietary) Limited, Century Casinos, Inc. and Century Casinos
          Management, Inc. on or about [—]
          September 2006.

        


        


        SIGNED
          by
          us and witnessed on the following date and at the following place:

        


        
          	
                  DATE

                	 	
                  PLACE

                	
                  WITNESS

                	
                  SIGNATURE

                
	 	 	 	 	 
	 	 	 	
                  1.

                	
                  For:
                    NOVOMATIC AG 

                
	 	 	 	 	 
	 	 	 	
                  2.

                	 


        

        


        


        SIGNED
          in
          acceptance and witnessed on the following date and at the following
          place:

        


        
          	
                  DATE

                	 	
                  PLACE

                	
                  WITNESS

                	
                  SIGNATURE

                
	 	 	 	 	 
	 	 	 	
                  1.

                	
                  For:
                    GOLD REEF RESORTS LIMITED 

                
	 	 	 	 	 
	 	 	 	
                  2.

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                  1.

                	
                  For:
                    AKANI LEISURE INVESTMENTS (PROPRIETARY) LIMITED

                
	 	 	 	 	 
	 	 	 	
                  2.

                	 
	 	 	 	 	 
	 	 	 	 	 


        

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        



        Annexure B
          -
          Section 228 Resolution

         

        


        RESOLUTION
          OF THE SHAREHOLDERS OF [insert
          either “Novomatic AG” or the name of the relevant Century Company, as the case
          may be]
          (the “Company”) PASSED AT A MEETING OF THE SHAREHOLDERS ON
          [·] 2006

        


        


        RESOLVED
          THAT :

        


        


        


        [use
          this paragraph if Novomatic AG has been inserted above]
          The
          sale by the Company, of 8% (eight per cent) of the issued share capital in
          Silver Star Development Limited, to Gold Reef Resorts Limited and Akani
          Leisure
          Investments (Proprietary) Limited is hereby approved and, to the extent
          that
          such sale has taken place prior to the date hereof, is hereby ratified.
          

        


        [use
          this paragraph if the name of a Century Company has been inserted above]
          The
          agreement by the Company to the termination of various agreements previously
          concluded with, inter
          alia,
          Silver
          Star Development Limited is hereby approved and, to the extent that such
          agreement to terminate has taken place prior to the date hereof, is hereby
          ratified. 

        


        


        


        


        _________________________________________

        


        


        _________________________________________

        


        


        _________________________________________

        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        



        Annexure C
          - Da Silva Termination Consent

         

        


        I,
          the
          undersigned,

        


        JOSE
          GARCIA SEQUEIRA DA SILVA 

        (Identity
          No. 571031 5115 088)

        (“Da
          Silva”)

        


        


        hereby
          unconditionally and irrevocably agree and consent, in favour of all of
          the
          parties to the Settlement Agreement referred to below (any one or more
          of which
          parties are entitled to accept the benefits of this consent at any time),
          to the
          termination of the Management Agreements and to the amendment thereof (as
          the
          case may be) as contemplated in the aforesaid Settlement Agreement. For
          the
          purposes of the foregoing, “Management Agreements” means “Management Agreements”
as such term is defined in the Settlement Agreement entered into between
          Gold
          Reef Resorts Limited, Akani Leisure Investments (Proprietary) Limited,
          Akani
          Leisure (Silverstar Holdings) (Proprietary) Limited, Silver Star Development
          Limited, Century Resorts Limited, Century Casinos West Rand (Proprietary)
          Limited, Novomatic AG, Century Casinos Africa (Proprietary) Limited, Century
          Casinos, Inc. and Century Casinos Management, Inc. on or about [—]
          September 2006.

        


        SIGNED
          by
          me and witnessed on the following date and at the following place:

        


        
          	
                  DATE

                	 	
                  PLACE

                	
                  WITNESS

                	
                  SIGNATURE

                
	 	 	 	 	 
	 	 	 	
                  1.

                	 
	 	 	 	 	 
	 	 	 	
                  2.

                	
                  JOSE
                    GARCIA SEQUEIRA DA SILVA

                


        

        


        



        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Annexure D
          - Century Companies Letter 

         

        


        Gold
          Reef
          Resorts Limited (“GRR”)
          

        Gold
          Reef
          City

        Gate
          4

        Northern
          Parkway 

        Ormonde

        


        &

        


        Akani
          Leisure Investments (Proprietary) Limited (“ALI”)

        Gold
          Reef
          City

        Gate
          4

        Northern
          Parkway 

        Ormonde

        


        &

        


        Silver
          Star Development Limited (“Silverstar”)
          

        Gold
          Reef
          City

        Gate
          4

        Northern
          Parkway 

        Ormonde

        


        [—]
          September 2006

        Dear
          Sirs

        


        CONSENT
          TO VARIOUS APPLICATIONS MADE TO THE GAUTENG GAMBLING BOARD (the “Board”)


        


        
          	
                  1.

                	
                  We
                    refer to the following applications to the Board (the “Applications”) :

                


        

        


        
          	 	
                  1.1.

                	
                  The
                    application dated 28 July 2006 by, inter
                    alia,
                    GRR and ALI for the approval of the Board in terms of section 38 of
                    the Gauteng Gambling Act No. 4 of 1995 (the “Act”)
                    pertaining to the acquisition of an aggregate of 92% (ninety two per
                    cent) of the issued shares in Silverstar;


                


        

        


        
          	 	
                  1.2.

                	
                  The
                    application dated 25 August 2006 by, inter
                    alia,
                    GRR and ALI for the approval of the Board in terms of section 38 of
                    the Act pertaining to the acquisition of an aggregate of 8% (eight
                    per cent) of the issued shares in Silverstar;


                


        

        


        
          	 	
                  1.3.

                	
                  The
                    application dated 29 August 2006 by Silverstar for the approval
                    of the Board in terms of section 34 of the Act pertaining to the
                    amendment of the casino licence issued to Silverstar by the Board
                    on
                    29 April 2005 (the “Licence”);
                    

                


        

        


        
          	 	
                  1.4.

                	
                  The
                    application in the letter dated 29 August 2006 addressed by
                    Silverstar to the Board for their prior written approval of the
                    termination of various management agreements, in terms of Paragraph 9
                    of Schedule D of the Licence.


                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        2. We
          hereby
          consent to the Applications and undertake that we will not object to any
          of the
          Applications. 

        


        


        Yours
          faithfully

        


        
          	
                  ____________________________

                  Century
                    Resorts Limited

                	 	
                  __________________________

                  Century
                    Casinos Africa (Proprietary) Limited 

                
	 	 	 
	
                  ____________________________

                  Century
                    Casinos West Rand (Proprietary) Limited 

                	 	
                  __________________________

                  Century
                    Casinos, Incorporated

                
	 	 	 
	
                  ____________________________

                  Novomatic
                    AG

                	 	
                  __________________________

                  Century
                    Casinos Management, Incorporated 

                
	 	 	
                   

                


        

         

        Page
          ii