Binding Letter of Intent


    
      

      

    

     

     

    

      CENTURY
        RESORTS INTERNATIONAL LTD.

      


      


      December
        2, 2005

      


      746306
        Alberta Ltd.      Via
        Fax

      c/o
        608,
        1388 Homer Street

      Vancouver,
        B.C.

      V6B
        6A7

      Attention: David
        Morretto

      


      Dear
        Sirs:

      


      Re: Century
        Resorts Alberta Inc. (the “Corporation”), 746306 Alberta Ltd. (“Oasis”) and
        Century Resorts International Ltd. (“Century”)

      


      Century
        is prepared to offer to purchase from Oasis all of the issued shares in the
        capital of the Corporation that are presently held by Oasis, being 436 Class
        A
        Voting shares (the “Shares”) on the following terms and conditions:

      


       

      
        	1.  	
                The
                  aggregate purchase price for the Shares is $7,313,333.00 Cdn (the
                  “Purchase Price”).

              


      

       

       

      
        	2.  	
                The
                  purchase and sale of the Shares is conditional upon the approval
                  of the
                  purchase and sale of the Shares by the Alberta Gaming and Liquor
                  Commission by January 13, 2006 [or such other date required by
                  AGLC no
                  later than March 31, 2006; as amended in counter offer and agreed
                  to on
                  December 6, 2005].

              


      

       

       

      
        	3.  	
                The
                  completion of the purchase and sale of the Shares shall occur on
                  that date
                  (the “Closing Date”) which is the 10th
                  business day after the satisfaction of the condition in 2
                  above.

              


      

       

       

      
        	4.  	
                The
                  Purchase Price is payable by Century to Oasis, by the payment of
                  $5,813,333.00 thereof on the Closing Date upon the exchange of
                  the
                  following signed documentation between the parties on the Closing
                  Date:

              


      

       

       

      
        	(a)  	
                all
                  share certificates representing the Shares, duly endorsed for transfer
                  by
                  Oasis in favour of Century or its
                  nominee;

              


      

       

       

      
        	(b)  	
                an
                  agreement terminating the unanimous shareholders agreement dated
                  November
                  14, 2005 among the Corporation, Oasis and Century, as amended (the
“USA”),
                  effective as of the Closing Date;

              


      

       

       

      
        	(c)  	
                mutual
                  releases among the Corporation, Oasis and Century whereby each
                  releases
                  the other (and their respective affiliates, shareholders, directors,
                  officers and employees) from any and all claims in relation to
                  the
                  Corporation (including relating to the USA and the Casino Services
                  Agreement) ; and

              


      

       

       

      
        	(d)  	
                any
                  other documents reasonably required by the terms of this
                  letter;

              


      

       

        

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      with
        the
        $1,500,000.00 balance of the Purchase Price being paid by Century to Oasis
        no
        later than 10 business days after the first anniversary of the Opening Date
        (as
        defined in the USA).

       

      
        	5.  	
                Oasis
                  shall execute the form of shareholder approval of the Chandos Construction
                  Ltd. construction contract provided to the shareholders, by no
                  later than
                  2:00 pm (Denver time) on December 2,
                  2005.

              


      

       

       

      
        	6.  	
                The
                  offer in this letter is open for acceptance until 3:00 pm (Denver
                  time) on
                  December 2, 2005.

              


      

       

       

      
        	7.  	
                This
                  letter constitutes a binding legal agreement between the
                  parties.

              


      

       

       

      Please
        indicate your agreement with the foregoing by signing below where indicated,
        and
        returning to us by fax to 1 586 816 1642 or by e-mail to lhannappel@cnty.com
        before
        the deadline specified in 6 above.

       

       

      [Payout
        to be made to 746306 Alberta Ltd. In the most tax advantageous situation
        at no
        addition cost to Century; as amended in counter offer and agreed to on December
        6, 2005]

       

       

      


       

      Yours
        truly,

      


      CENTURY
        RESORTS INTERNATIONAL LTD.

      


      


      Per:
         /s/
        Erwin
        Haitzmann

      Erwin
        Haitzmann

       

      


      Agreed
        to
        this 2nd day of December, 2005.

      


      746306
        ALBERTA LTD.

      


      Per: /s/
        Dave
        Moretto

      Dave
        Moretto