CENTURY CASINOS INC /CO/
SALE AGREEMENT BETWEEN CCA AND COIL
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>exhibit10124.txt
<DESCRIPTION>SALE AGREEMENT BETWEEN CCA AND COIL
<TEXT>
                                 SALE AGREEMENT

                                     between


                  CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED

                                       and

               CALEDON OVERBERG INVESTMENTS (PROPRIETARY) LIMITED





<PAGE>




                                       ii


                               TABLE OF CONTENTS

1 INTERPRETATION.......................................................1

2 INTRODUCTION.........................................................5

3 SUSPENSIVE CONDITIONS................................................5

4 SALE AND CESSION.....................................................7

5 PURCHASE PRICE AND PAYMENT...........................................7

6 MEMBERS' RESOLUTION..................................................8

7 CLOSING..............................................................9

8 SETTLEMENT OF CLAIMS................................................11

9 THE TDC CLAIM.......................................................11

10 SHAREHOLDERS' AGREEMENT............................................13

11 WARRANTIES.........................................................14

12 INDEMNITY..........................................................16

13 CONFIDENTIALITY....................................................17

14 GUARANTEE..........................................................21

15 BREACH.............................................................22

16 DISPUTES...........................................................22

17 GOVERNING LAW AND JURISDICTION.....................................23

18 DOMICILIUM AND NOTICES.............................................23

19 GENERAL............................................................24

20 COSTS..............................................................25


                                     <PAGE>


ANNEXURE A - ROUND ROBIN  RESOLUTION  TO BE PASSED BY THE BOARD OF  DIRECTORS OF
     COIL

ANNEXURE B - ROUND ROBIN  RESOLUTION  TO BE PASSED BY THE BOARD OF  DIRECTORS OF
     CCA

ANNEXURE C - ROUND ROBIN  RESOLUTION  TO BE PASSED BY THE BOARD OF  DIRECTORS OF
     CCAL

ANNEXURE D - RESOLUTION TO BE PASSED BY THE MEMBERS OF COIL

ANNEXURE E - RESIGNATION OF DIRECTORS OF CCAL AND WAIVER OF CLAIMS

ANNEXURE F - RESOLUTION TO BE PASSED BY THE EXECUTIVE  COMMITTEE OF THE BOARD OF
     DIRECTORS OF CCI




                                     <PAGE>




                            SALE OF SHARES AGREEMENT

                                    between

                  CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED

                                      and

               CALEDON OVERBERG INVESTMENTS (PROPRIETARY) LIMITED


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;

1.2  the following  expressions  shall bear the meanings  assigned to them below
     and cognate expressions bear corresponding meanings -

     1.2.1"this  agreement" - this  document  together  with its  annexures,  as
     amended from time to time;

     1.2.2  "business  day" - any day other than a Saturday,  Sunday or official
     public holiday in the RSA;


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                                     <PAGE>


     1.2.3 "CCA" - Century Casinos Africa (Proprietary) Limited (Registration No
     1996/010501/07);

     1.2.4 "CCAL" - Century Casinos Caledon  (Proprietary) Limited (Registration
     No 1996/010708/07);

     1.2.5  "CCI"  -  Century  Casinos,  Inc  (FEI  No  84-1271317),  a  company
     incorporated in the State of Delaware, United States of America;

     1.2.6 "Century group" - CCI and its subsidiaries from time to time;

     1.2.7  "closing  date" - the second  business day  following  fulfilment or
     waiver of the last of the suspensive conditions;

     1.2.8  "COIL"  -  Caledon  Overberg   Investments   (Proprietary)   Limited
     (Registration No 1996/006728/07);

     1.2.9  "COIL loan  account"  - all loans by COIL to CCAL as at the  closing
     date;

     1.2.10 "Companies Act" - the Companies Act No 61 of 1973;

     1.2.11 "Fortes King group" - COIL, the guarantor, the Senator Trust (Master
     reference  number  T1175/93),  Fortes King Trust (Master  reference  number
     T2875/96)  and  Overberger  Country  Hotel  and Spa  (Proprietary)  Limited
     (Registration number 1996/010670/07);

     1.2.12  "guarantor"  - Caledon  Hotel Spa and Casino  Resort  (Proprietary)
     Limited (Registration number 1996/011658/07);

     1.2.13 "parties" - COIL and CCA;


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                                     <PAGE>

     1.2.14  "prime  rate" - the rate of  interest  to be  earned  on the  daily
     balance of a new bank account in the name of CCA at a South  African  bank.
     The new bank account is to be nominated by COIL.

     1.2.15  "PSG"  -  PSG   Investment   Bank  Limited   (Registration   number
     1998/017396/06);

     1.2.16 "PSG  pledge" - the  cession in  security  and pledge by COIL of the
     sale  shares and COIL loan  account  to PSG in terms of the  subordination,
     cession and pledge agreement,  dated 13 April 2000, between PSG, CCA, COIL,
     CCAL and Fortes King Hospitality (Proprietary) Limited;

     1.2.17 "RSA" - the Republic of South Africa;

     1.2.18 "sale claims" - all claims of whatsoever nature or howsoever arising
     which COIL may have against CCAL on the closing date,  including all claims
     of COIL in respect of the COIL loan account, but specifically excluding the
     claims referred to in 8.1;

     1.2.19  "sale  shares" - 1 400  shares of R1 each in the  capital  of CCAL,
     which shares constitute -

          1.2.19.1 35% of the entire issued share capital of CCAL;

          1.2.19.2 the entire shareholding of the Fortes King group in CCAL;

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


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                                     <PAGE>


     1.2.21 "suspensive  conditions" - the suspensive  conditions  stipulated in
     3.1;

     1.2.22 "ZAR" - South African Rand;

     1.2.23  "warranties" - collectively  the  warranties,  representations  and
     undertakings given in terms of this agreement;

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 either 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;

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


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                                     <PAGE>

     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 generis 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.

2 INTRODUCTION

2.1  It is recorded that, as at the signature  date,  the ordinary  issued share
     capital of CCAL is held in the following proportions -

     2.1.1 65% by CCA;

     2.1.2 35% by COIL.

2.2  This  agreement  records  the terms  and  conditions  upon  which CCA shall
     acquire from COIL the sale shares and the sale claims.

3 SUSPENSIVE CONDITIONS

3.1  This whole  agreement  (other than 1, this 3 and 15 to 20  (inclusive),  by
     which the  parties  shall be bound) is  subject  to the  fulfilment  of the
     following  suspensive  conditions  that by no later than the  sixtieth  day
     ("first date") following the signature date -

     3.1.1 all such consents, approvals,  confirmations,  authorisations and the
     like  which are  required  from any  regulatory  authority  (including  the
     Western Cape Gambling and Racing Board and the Exchange Control  Department
     of the South African Reserve


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                                     <PAGE>


     Bank) in order to implement  this  agreement are granted in a form which is
     reasonably satisfactory to CCA;

     3.1.2 PSG gives its consent, on terms reasonably  acceptable to CCA, to the
     implementation of this transaction;

     3.1.3 the board of directors of COIL approves and ratifies this  agreement,
     in the form contained in the draft  resolution  which is annexure A hereto,
     and COIL  delivers to CCA a copy of such  resolution,  certified  as a true
     copy by any director of COIL;

     3.1.4 the board of directors of CCA approves and ratifies  this  agreement,
     in the form contained in the draft  resolution  which is annexure B hereto,
     and CCA  delivers to COIL a copy of such  resolution,  certified  as a true
     copy by any director of CCA.

3.2  Each party shall use reasonable endeavours to procure the fulfilment of the
     suspensive conditions referred to in 3.1 with utmost speed.

3.3  Either party shall have the right,  by giving written notice to that effect
     to the other  party,  to extend  the period  for  fulfilment  of any of the
     suspensive conditions for a further sixty days following the first date.

3.4  The  suspensive  conditions are expressed to be for the benefit of both the
     parties and may  therefore  not be waived  other than by written  agreement
     between them.

3.5  If any suspensive  condition is not fulfilled for any reason  whatever,  is
     not fictionally deemed to have been fulfilled and is not waived in terms of
     3.4, then -

     3.5.1 this whole agreement  (other than 1, this 3 and 15 to 20 (inclusive),
     by which the parties shall remain bound) shall be of no force or effect;


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                                     <PAGE>


     3.5.2 the  parties  shall be entitled to be restored as near as possible to
     the  positions in which they would have been,  had this  agreement not been
     entered into; and

     3.5.3 neither party shall have any claim against the other in terms of this
     agreement  except  for such  claims  (if any) as may arise from a breach of
     this 3 or from any other  provision of this  agreement by which the parties
     remain bound.

4 SALE AND CESSION

4.1  COIL sells the sale  shares and cedes the sale  claims to CCA,  with effect
     from the  closing  date,  on which  date  ownership  of and all risk in and
     benefits  attaching  to the sale shares and the sale  claims  shall pass to
     CCA.

4.2  The sale and cession of the sale shares and the sale claims  constitutes an
     indivisible transaction.

5 PURCHASE PRICE AND PAYMENT

5.1  Subject  to 9.3,  the  purchase  price  payable by CCA to COIL for the sale
     shares  and the sale  claims  is ZAR21 500 000  (Twenty  One  Million  Five
     Hundred Thousand Rand).

5.2  The purchase price shall be paid by CCA to COIL as follows -

     5.2.1 ZAR19 700 000 shall be paid on the closing date,  against  compliance
     by COIL with 7.1.1;

     5.2.2 an amount  of ZAR1 800 000,  less any  amount  by which the  purchase
     price is to be reduced in terms of 9.3 ("reduced balance"),  together with
     interest at the prime rate (which shall be


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                                     <PAGE>

     calculated  on ZAR1 800 000 from the closing date to the TDC  determination
     date and on the reduced balance from the TDC determination  date to date of
     payment of the reduced  balance)  shall be paid on the second  business day
     following the TDC determination date ("the second payment date").

5.3  The "TDC determination date" referred to in 5.2.2 shall be the day on which
     COIL delivers to CCA a true certified copy of the -

     5.3.1  final  determination  (as  contemplated  in  9.2)  of the  award  or
     judgement granted in respect of the TDC claim; or

     5.3.2 settlement  agreement between the parties to the disputes relating to
     the TDC claim.

5.4  Payment of the purchase price in terms of this 5 shall be made -

     5.4.1 without deduction or set-off of any nature; and

     5.4.2 by way of an irrevocable bank guaranteed cheque or such other term of
     irrevocable payment as may be reasonably acceptable to both parties.

5.5  The purchase price referred to in 5.1 shall be apportioned as follows -

     5.5.1 ZAR10 500 000 shall be apportioned to the sale claims;

     5.5.2 the balance of the purchase  price shall be  apportioned  to the sale
     shares.


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                                     <PAGE>

6 MEMBERS' RESOLUTION

     On the signature date COIL shall deliver to CCA a resolution of the members
     of COIL authorising the sale of the sale shares and the cession of the sale
     claims in terms of  section  228 of the  Companies  Act No. 61 of 1973,  as
     amended.

7 CLOSING

7.1  At 11:00 on the closing date,  representatives of the parties shall meet at
     64 Kloof Street, Cape Town. At that meeting, against compliance by -

     7.1.1 CCA with 5.2.1 and 8.1, COIL shall deliver to CCA -

          7.1.1.1 the share certificates in respect of the sale shares, together
          with duly  signed  share  transfer  forms in respect  thereof  without
          having inserted therein the name of the transferee;

          7.1.1.2 a written  cession of the sale  claims in favour of CCA or its
          nominee/s;

          7.1.1.3  the  written  resignations  as at  the  closing  date  of the
          directors of CCAL which have been appointed by COIL ("COIL directors")
          together with a written  waiver of any claims that such  directors may
          have  against  CCAL and/or any other  member of the  Century  group of
          whatsoever   nature  arising  out  of  or  in  connection  with  their
          appointment and conduct as directors of CCAL;

     7.1.2 COIL with 7.1.1,  CCA shall deliver to COIL a written  waiver by CCI,
     CCA and CCAL of all claims that CCI,  CCA and/or CCAL may have  against the
     COIL directors  arising out of or in connection  with their  appointment or
     conduct as directors  of CCAL  (including a waiver of any claims for breach
     of duty or


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                                     <PAGE>


     breach of trust  where such breach was within the actual  knowledge  of any
     director of CCAL appointed directly or indirectly by CCA or CCI at the time
     of such breach), save for -

          7.1.2.1  any claims  which CCAL  and/or CCA would have had against the
          COIL directors  (subject to the provisions of section 248) in terms of
          sections 423 and 424 of the Companies Act, if CCAL were being wound-up
          or was subject to judicial management; and

          7.1.2.2 any other claim by CCAL,  the waiver of which would be void in
          terms of section 247 of the Companies Act,

     on the basis that CCA shall  procure  that CCAL shall  indemnify  each COIL
     director  against all costs incurred by such COIL director in defending any
     proceedings instituted by CCAL against him for negligence,  default, breach
     of duty, or breach of trust in relation to CCAL  (collectively,  "default")
     where the Court or the arbitrator/s, as the case may be, relieves such COIL
     director   from   liability   because  it  appears  to  the  Court  or  the
     arbitrator/s,  as the case may be, that such COIL director  acted  honestly
     and reasonably,  and that,  having regard to the circumstances of the case,
     including those connected with such COIL director's  appointment,  he ought
     fairly  to be  excused  for the  default.  CCA  shall  indemnify  each COIL
     director  against all costs incurred by such COIL director in defending any
     proceedings  instituted  by CCA against him for any  default,  on,  mutatis
     mutandis, the same basis.

7.2  COIL undertakes that on the closing date it shall deliver to CCA all of the
     books, records,  documents and assets of CCAL (including,  without limiting
     the  generality  of  the  aforegoing,  the  certificate  of  incorporation,
     memorandum and articles of association, minute books and registers of CCAL,
     copies of all returns  submitted  by CCAL to the  Registrar of


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                                     <PAGE>

     Companies  or the  Commissioner  for Inland  Revenue  during the five years
     immediately  preceding  the closing  date,  all  landscape,  architectural,
     electrical and plumbing  designs and all other plans and drawings  relating
     to all immovable property and improvements  thereon owned by CCAL) that are
     in the possession of COIL or under its control.

8 SETTLEMENT OF CLAIMS

8.1  CCA shall procure that, on the closing date,  CCAL shall pay to COIL ZAR462
     640,  which payment shall be in full and final  settlement of all claims of
     any nature  whatsoever  which COIL or any other  member of the Fortes  King
     group may have  against  CCAL,  CCA and/or any other  member of the Century
     group in respect  of all  amounts  paid by COIL or any other  member of the
     Fortes King group on behalf of CCAL in connection with CCAL's business.

8.2  COIL  warrants that it is duly  authorised  by the relevant  members of the
     Fortes King group to accept such  payment in full and final  settlement  of
     the claims contemplated in this 8.

8.3  The amount referred to in 8.1 shall be paid by cheque, guaranteed by one of
     the five largest banks in the RSA or BOE Bank Limited.

9 THE TDC CLAIM

9.1  It is recorded that Team Development Concepts Leisure (Proprietary) Limited
     has  instituted  action  against  CCAL for the  payment  of fees  which TDC
     alleges  are  owing  by CCAL  to TDC for  services  rendered  by TDC  ("TDC
     claim").

9.2  COIL shall,  at its own expense  and with the  assistance  of its own legal
     advisers,  be  entitled  to contest the TDC claim in the name of CCAL until
     finally  determined  by the highest  court to which appeal or review may be


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                                     <PAGE>

     made or to settle  any such  claim and shall be  entitled  to  control  the
     proceedings in regard thereto; provided that -

     9.2.1 CCA and CCAL  shall  (with the  involvement  of CCA's and  CCAL's own
     legal advisers if they so require)  render to COIL such  assistance as COIL
     may  reasonably  require  of CCA or CCAL in order to  contest  such  claim;
     provided further that COIL shall bear the cost of rendering such assistance
     and involving CCA's and CCAL's legal advisers.  CCA shall procure that CCAL
     complies with this 9.2.1;

     9.2.2  COIL  shall  regularly,  and in any  event on demand by CCA or CCAL,
     inform CCA and CCAL fully of the  status of the TDC claim and  furnish  CCA
     and CCAL with all  documents  and  information  relating  thereto which may
     reasonably be requested by CCA or CCAL;

     9.2.3 neither COIL or CCA shall,  without the prior written  consent of the
     other  of  them  (which  consent  shall  not be  unreasonably  withheld  or
     delayed),  take any major steps in relation  to the  settlement  of the TDC
     claim and shall not make or agree to any announcement or other publicity in
     relation to such claim.

9.3  The purchase price shall be reduced,  as at the TDC determination  date (as
     defined in 5.3), by the amount -

     9.3.1 of the final  determination (as contemplated in 9.2) of the award or
     judgement granted against CCAL in respect of the TDC claim; or


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                                     <PAGE>


     9.3.2  payable  by CCAL in  terms of a  settlement  agreement  between  the
     parties to the disputes relating to the TDC claim,

     and all party and party,  attorney and own client and/or  additional  legal
     costs  of any  nature  whatever  which  CCAL may be  obliged  to pay or may
     reasonably  incur  in  respect  of the TDC  claim  and  which  COIL has not
     discharged in full as at the TDC determination date (as defined in 5.3).

9.4  COIL shall be  entitled  to the amount of any costs  awarded as part of the
     final  determination  of any award or  judgement  granted in favour of CCAL
     after deducting any amount payable by COIL to CCA in terms of this 9.

10 SHAREHOLDERS' AGREEMENT


     It is recorded that, with effect from the closing date -

10.1 COIL shall cease to be a shareholder in CCAL;

10.2 COIL shall,  after the closing date, have no rights or obligations in terms
     of the -

     10.2.1 shareholders' agreement,  dated 21 November 2000, between CCA, COIL,
     Overberg Empowerment Company Limited, Overberg Community Trust and CCAL, as
     amended  by the  first  addendum  to the  shareholders  agreement  dated 18
     December 2002 and the second addendum to the  shareholders  agreement dated
     18 December 2002. ("shareholders' agreement");

     10.2.2 loan  agreement,  dated 31 March 2000,  between CCA, CCAL,  COIL and
     CCI, as amended by the  addendum to the loan  agreement  dated 20 September
     2001  and the  memorandum  of  agreement  dated  4  December  2002.  ("loan
     agreement");

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                                     <PAGE>


10.3 neither COIL, on the one hand nor CCA nor CCI, on the other, shall have any
     claim of any nature  whatsoever  against CCA or CCI on the one hand or COIL
     on the  other,  arising  out of or in  connection  with  the  shareholders'
     agreement  or loan  agreement.  CCA, by its  signature  at the foot of this
     agreement, agrees to be bound by the provisions of this 10.3.

10.4 CCA indemnifies COIL against any claim ("specified claim") that may be made
     by Overberg  Empowerment  Company Limited and the Overberg  Community Trust
     arising out of or in connection  with COIL's  ceasing to have any rights or
     obligations  in terms of the  shareholders'  agreement  as a result  of the
     implementation of this agreement,  on the basis that clause 9.2 shall apply
     mutatis mutandis. For the purposes of this 10.4, each reference in 9.2 to -

     10.4.1 "the TDC claim" shall be deemed to be a reference to the  "specified
     claim";

     10.4.2 "COIL" shall be deemed to be a reference to "CCA";

     10.4.3 "CCAL" shall be deemed to be a reference to "COIL".

11 WARRANTIES

11.1 COIL gives CCI and CCA the warranties on the basis that -

     11.1.1 this  agreement is entered into by CCA relying on those  warranties,
     each of which is deemed to be both a material  representation  inducing CCA
     to enter into this  agreement and an essential  contractual  undertaking by
     COIL to ensure that the warranty is true and correct;

     11.1.2 each such  warranty  shall be a separate  and  independent  warranty
     which shall not be limited by reference  to or inference

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                                     <PAGE>

     from the terms of any other  warranty  or by any  other  provision  in this
     agreement;

     11.1.3 CCA shall not be entitled to cancel this  agreement as a consequence
     of any breach by COIL of any of the warranties;

     11.1.4  either CCI or CCA (but not both) may bring a claim against COIL for
     a  breach  of any of the  warranties  or any  indemnity  in  terms  of this
     agreement;

     11.1.5  a  claim  by  CCI or CCA in  respect  of any  breach  of any of the
     warranties  or in terms of any indemnity in terms of this  agreement  shall
     not entitle CCI or CCA to make a claim against COIL in respect of more than
     one of such breach of warranty or claim under  indemnity  where such breach
     and claim arises from or is attributable to the same cause of action. It is
     recorded,  for the sake of clarity,  that CCI and CCA shall be entitled, in
     their discretion,  to determine whether to proceed in respect of the breach
     of warranty or claim under indemnity;

     11.1.6  each  warranty  which is not stated to be given as at a  particular
     date only or in respect of a particular period only is, notwithstanding the
     tense used therein, given as at the signature date and the closing date;

     11.1.7  neither CCI nor CCA shall be entitled to make a claim  against COIL
     in respect of a breach of the warranty contained in 11.2.6,  where CCI, CCA
     and/or CCAL have,  as at the closing date,  the same or materially  similar
     knowledge of any facts or circumstances referred to in 11.2.6.

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                                     <PAGE>

11.2 COIL warrants that -

     11.2.1 the sale shares were validly  created and issued and the sale claims
     were validly created;

     11.2.2 it is and will be the sole  beneficial  owner of the sale shares and
     sale  claims  and is and will be  registered  as the sole owner of the sale
     shares;

     11.2.3  subject to the  approval of the Western  Cape  Gambling  and Racing
     Board,  COIL is and will be entitled and able to give free and unencumbered
     title to the sale  shares and sale  claims to CCA,  provided  that the sale
     shares and COIL loan account are subject to the PSG pledge;

     11.2.4 no person has nor will have any existing or future right  (including
     any option or right of first  refusal) to acquire any of the sale shares or
     sale claims, other than in terms of the PSG pledge;

     11.2.5 between the signature date and the closing date, COIL shall not have
     exercised  its right to require the rate of interest  payable in respect of
     the sale  claims to be  adjusted  above 0% in terms of clause 5 of the loan
     agreement referred to in 10.2.2;

     11.2.6 COIL has disclosed to CCI or CCA all facts and circumstances  within
     the actual knowledge of COIL, Leon Fortes and Kevin King which are material
     to CCI or CCA or would be  reasonably  likely to be material to a purchaser
     of the sale shares  and/or sale claims and the  purchase  price  payable in
     respect thereof.

11.3 Save for the warranties and indemnities  contained in this  agreement,  the
     sale shares and sale claims are sold on a voetstoots basis.


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                                     <PAGE>


12 INDEMNITY

12.1 For the  purposes of this 12,  "loss" shall mean loss,  liability,  damage,
     cost or expense of any nature whatsoever.

12.2 CCA shall be deemed to have  suffered  a loss in an amount  equal to 35% of
     any actual loss suffered or incurred by CCAL at any time, whether before or
     after the closing  date,  which would not have been suffered or incurred by
     CCAL but for the breach of any warranty/ies.

12.3 Without  prejudice to any of the rights of CCI or CCA at law or in terms of
     any other provision of this agreement,  COIL hereby indemnifies CCA against
     any loss  deemed to have been  suffered  by CCA,  in terms of 12.2 and any
     loss CCA,  may  suffer or incur as a result  of or in  connection  with any
     breach of any warranty (hereinafter referred to as the "indemnified loss"),
     including  all  party  and  party,  attorney  and  own  client  and/or  any
     additional legal costs of any nature whatever which CCI, CCA or CCAL may be
     obliged to pay or may reasonably incur in respect thereof.

13 CONFIDENTIALITY

13.1 Definitions

     In this  clause  13,  unless  the  context  clearly  indicates  a contrary
     intention -

     13.1.1 the following  expressions bear the meanings  assigned to them below
     (and cognate expressions bear corresponding meanings) -

          13.1.1.1   "confidential   information"   -  the  trade   secrets  and
          confidential information of CCAL including the following -


                                      -17-
                                     <PAGE>


               13.1.1.1.1 know-how, processes,  techniques, methods, designs and
               organisational  and other structures  employed in the business of
               CCAL;

               13.1.1.1.2 the  contractual  and financial  arrangements  between
               CCAL and its  suppliers,  customers,  clients and other  business
               associates;

               13.1.1.1.3 the financial  details of CCAL,  including its results
               and details of the remuneration paid to its employees;

               13.1.1.1.4  details of the prospective and existing customers and
               clients of CCAL;

               13.1.1.1.5 the business strategy/ies of CCAL;

               13.1.1.1.6 all other matters which relate to the business of CCAL
               and in respect of which  information is not readily  available in
               the ordinary course of business to CCAL's competitors,

               but specifically excluding -

               13.1.1.1.7  any  information   relating  to  the  hotel  business
               conducted  by CCAL,  other than the  information  referred  to in
               13.1.1.1.2, 13.1.1.1.3 and 13.1.1.1.4;

               13.1.1.1.8  information  which is publicly  available  through no
               unlawful  act or default of COIL,  any other member of the Fortes
               King group, Leon Fortes or Kevin King; and


                                      -18-
                                     <PAGE>


               13.1.1.1.9 any of the proprietary and/or confidential information
               of such persons;

          13.1.1.2  "confidential  records" - any records of any nature whatever
          (including  documents,  diagrams  and data which have been  created or
          stored in any medium irrespective of who created or owns such records)
          which contain any of the confidential information;

          13.1.1.3 "successors-in-title or assigns" - shall include, but without
          limiting in any way the generality of the aforegoing term, any person,
          firm, company or association of persons who or which -

               13.1.1.3.1  acquires  all or part of the  business or goodwill of
               CCAL; or

               13.1.1.3.2  becomes the beneficial owner through its shareholding
               in CCAL of such business or goodwill; or

               13.1.1.3.3  has  lawfully  acquired  the  right  to  enforce  the
               confidentiality undertakings in this agreement;

     13.1.2 any references to CCAL include its subsidiary.

13.2 Confidentiality undertakings

     COIL   irrevocably   undertakes   in   favour   of  CCA,   CCAL  and  their
     successors-in-title or assigns that -

     13.2.1 neither it nor any member of the Fortes King group shall at any time
     after the  signature  date disclose or permit to be disclosed to any person
     or use or permit to be used in any manner whatever


                                      -19-
                                     <PAGE>


     any of the confidential  information;  provided that COIL and/or the Fortes
     King group may disclose the confidential information to the extent strictly
     required by law (other than in terms of a contractual obligation of COIL or
     the Fortes King group);

     13.2.2 any  confidential  records (which are in the possession or under the
     control  of COIL  and/or  any member of the  Fortes  King  group)  shall be
     surrendered  to CCA on the closing  date and neither COIL nor any member of
     the  Fortes  King  group  shall  retain  any  copies  thereof  or  extracts
     therefrom.

13.3 Acknowledgements

     COIL acknowledges and agrees that -

     13.3.1 the aforegoing confidentiality undertakings are stipulations for the
     benefit of CCA and CCAL, who shall be entitled to elect whether to exercise
     their rights  hereunder or not, and also for their  successors-in-title  or
     assigns.  By signing this agreement,  CCA accepts the benefits on behalf of
     each of  such  persons.  Such  acceptance  by CCA  constitutes  a  separate
     acceptance on behalf of each of such persons for the time being and, to the
     extent that such acceptance may not constitute  valid  acceptance on behalf
     of any such person, that person may accept such benefits at any time in the
     future by giving  written  notice to that  effect to COIL.  Any such person
     shall be entitled to enforce the benefits conferred upon it in terms of the
     aforegoing confidentiality undertakings;

     13.3.2 the failure by CCA, CCAL or any successor-in-title or assign to -

          13.3.2.1  exercise  any of  its  rights  in  terms  of the  aforegoing
          confidentiality undertakings; or


                                      -20-
                                     <PAGE>


          13.3.2.2 succeed in any proceedings instituted by it to enforce any of
          its rights in terms of the aforegoing confidentiality undertakings,

     shall not  preclude  CCA,  CCAL or any  successor-in-title  or assign  from
     exercising any such rights in consequence of any subsequent  breach by COIL
     or of any subsequent decision of any court, as the case may be;

     13.3.3 the  aforegoing  confidentiality  undertakings  are in addition  and
     without  prejudice  to CCA's and CCAL's  other rights at law or in terms of
     any other agreement.

13.4 Each of Leon Fortes and Kevin King,  by his  signatures at the foot of this
     agreement,  irrevocably  undertakes  in  favour  of  CCA,  CCAL  and  their
     successors-in-title  or assigns  that he shall  not,  at any time after the
     signature date,  disclose or permit to be disclosed to any person or use or
     permit  to  be  used  in  any  manner  whatever  any  of  the  confidential
     information on basis, mutatis mutandis, set out in 13.2 and 13.3.

14 GUARANTEE

14.1 The guarantor, by its signature at the foot of this agreement, binds itself
     for a period of twelve  months from the closing date, in favour of CCA, its
     successors-in-title  and assigns as surety for and  co-principal  debtor in
     solidum with COIL for the due and punctual  performance  by COIL of all its
     obligations  to CCA,  including  any damages  owed to CCA, in terms of this
     agreement.  Notwithstanding  the above, for any claim in respect of the TDC
     claim,   the  period  of  this   guarantee   shall  endure  until  the  TDC
     determination date.


                                      -21-
                                     <PAGE>


14.2 The   suretyship   in  14.1   shall   remain  of  full  force  and  effect
     notwithstanding -

     14.2.1 any amendment/s to this agreement and/or any other agreement for the
     time being subsisting between the parties;

     14.2.2 any indulgence,  concession, leniency or extension of time which may
     be shown or given by CCI or CCA to COIL or vice versa, as the case may be.

14.3 The guarantor  hereby  renounces the benefits of the legal  exceptions "non
     causa debiti", "errore calculi",  "excussion",  "division",  "de duobus vel
     pluribus  reis  debendi",  "no value  received" and "revision of accounts",
     with the meaning and effect of all of which the guarantor  declares  itself
     to be fully acquainted.

15 BREACH

Should  either party breach any  provision of this  agreement and fail to remedy
such breach within thirty days after  receiving  written  notice  requiring such
remedy,  then the other party shall be entitled,  without prejudice to its other
rights  in law  including  any  right to claim  damages  and to claim  immediate
specific performance of all of the defaulting party's obligations whether or not
otherwise  then due for  performance.  Notwithstanding  anything to the contrary
contained  in this  agreement,  neither  party  shall be entitled to cancel this
agreement in any circumstances whatsoever.

16 DISPUTES

16.1 Save as  otherwise  provided  in this  agreement,  should  any  dispute  of
     whatever  nature  arise in regard to the  interpretation  or effect of, the


                                      -22-
                                     <PAGE>


     validity, enforceability or rectification (whether in whole or in part) of,
     the  respective  rights  or  obligations  of the  parties  under  a  breach
     (including a breach of any warranty or indemnity,  the materiality  thereof
     and/or the amount of  compensation  payable in order to remedy such breach)
     or the termination or cancellation  of, this agreement,  any party shall be
     entitled,  by delivering  written notice to any other,  to require that the
     dispute be referred for final  resolution in Cape Town in  accordance  with
     the rules of the  Arbitration  Foundation of Southern Africa ("AFSA") by an
     arbitrator or arbitrators appointed by AFSA.

16.2 Notwithstanding  anything to the  contrary  contained in this 16, any party
     shall be entitled to apply for, and if successful, be granted, an interdict
     from any competent court having jurisdiction.

16.3 For the  purposes of 16.2 and for the  purposes of having any award made by
     the  arbitrator/s  being made an order of court,  or for any other  purpose
     arising out of this agreement, each of the parties hereby submits itself to
     the non-exclusive jurisdiction of the Cape Provincial Local Division of the
     High Court of the RSA.

16.4 This 16 is severable  from the rest of this  agreement  and shall remain in
     effect even if this agreement is terminated for any reason.

17 GOVERNING LAW AND JURISDICTION

This  agreement  shall  in all  respects  (including  its  existence,  validity,
interpretation,  implementation, termination and enforcement) be governed by the
law of the RSA which is applicable to agreements  executed and wholly  performed
within the RSA.


                                      -23-
                                     <PAGE>


18 DOMICILIUM AND NOTICES

18.1 The parties choose domicilium citandi et executandi  ("domicilium") 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 -

     18.1.1 CCA  physical/postal - 1 Nerina Street Caledon 7230
                 telefacsimile -   +27 28 212 2773

     18.1.2 COIL physical/postal - 64 Kloof Street Gardens Cape Town 8001
                 facsimile -       +27 21 423 4407

18.2 Either party shall be entitled from time to time, by giving  written notice
     to the other, to vary its physical domicilium to any other physical address
     (not  being a post  office  box or  poste  restante),  to vary  its  postal
     domicilium to any other postal address and to vary its facsimile domicilium
     to any other facsimile number.

18.3 Any notice given or payment made by either party to the other ("addressee")
     which is -

     18.3.1  delivered  by hand  between  the  hours of 09:00  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;


                                      -24-
                                     <PAGE>

     18.3.2  posted  by  prepaid  registered  post  to  the  addressee's  postal
     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
     fourteenth day after the date of posting.

18.4 Any  notice  given by  either  party  to the  other  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.

18.5 This 18 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 18.

18.6 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.

19 GENERAL

19.1 This  agreement  constitutes  the sole record of the agreement  between the
     parties in relation to the subject  matter  hereof.  Neither 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.

19.2 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.


                                      -25-
                                     <PAGE>


19.3 No  indulgence  or  extension  of time which  either party may grant to the
     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.

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

19.5 The signature by either 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.

20 COSTS

20.1 Each party  shall bear and pay the costs  incurred  by it in respect of and
     incidental to the negotiation,  preparation, drafting and execution of this
     agreement.

20.2 CCA shall pay the stamp duty payable in respect of the transfer of the sale
     shares to CCA pursuant to this agreement.



Signed at Caledon on 8th January 2003


                                for Century Casinos Africa (Proprietary) Limited

                                                             /s/ Erwin Haitzmann
                                                            /s/ Peter Hoetzinger
                                             -----------------------------------
                                                    who warrants that he is duly
                                            authorised hereto (subject to 3.1.4)


                                      -26-
                                     <PAGE>


Signed at Cape Town on 7th January 2003

                                                for Caledon Overberg Investments
                                                            (Proprietary)Limited

                                                                  /s/ Kevin King
                                             -----------------------------------
                                                    who warrants that he is duly
                                            authorised hereto (subject to 3.1.3)




We, the undersigned,  Caledon Hotel Spa and Casino Resort (Proprietary) Limited,
agree to be bound by the provisions of this agreement  insofar as they relate to
us and choose as domicilium  for all purposes under this agreement the addresses
set forth in 18.1.2.




Signed at Cape Town on 7th January 2003

                                         for Caledon Hotel Spa and Casino Resort
                                                           (Proprietary) Limited

                                                                  /s/ Kevin King
                                             -----------------------------------
                                                    who warrants that he is duly
                                                               authorised hereto



We,  the  undersigned,  Leon  Fortes  and Kevin  King,  agree to be bound by the
provisions  of 13.4  and  choose  as  domicilium  for all  purposes  under  this
agreement, the addresses set forth in 18.1.2



Signed at Cape Town on 7th January 2003

                                                                 /s/ Leon Fortes
                                             -----------------------------------
                                                                     Leon Fortes



                                      -27-
                                     <PAGE>



Signed at Cape Town on 7th January 2003

                                                                  /s/ Kevin King
                                             -----------------------------------
                                                                      Kevin King





                                      -28-

</TEXT>
</DOCUMENT>
