CENTURY CASINOS INC /CO/
8K--VERKRANS SALE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10_140.txt
<DESCRIPTION>8K--VERKRANS SALE AGREEMENT
<TEXT>
                               A G R E E M E N T

                              entered into between

                         SILVERSTAR DEVELOPMENT LIMITED
                       (Registration No. 1995/000369/06)

                                      and

            VERKRANS ONTWIKKELINGS MAATSKAPPY (PROPRIETARY) LIMITED
                       (Registration No. 1971/013858/07)

                                      and

                  CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED
                       (Registration No. 1996/010501/07)
<PAGE>


WHEREBY IT IS AGREED AS FOLLOWS :

1. INTERPRETATION AND PRELIMINARY

     The  headings  of the  clauses  in this  agreement  are for the  purpose of
     convenience and reference only and shall not be used in the  interpretation
     of nor  modify  nor  amplify  the terms of this  agreement  nor any  clause
     hereof. Unless a contrary intention clearly appears -

     1.1. words importing -

          1.1.1. any one gender include the other two genders;

          1.1.2. the singular include the plural and vice versa; and

          1.1.3.  natural  persons  include  created   entities   (corporate  or
               unincorporate) and the state and vice versa;

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

          1.2.1.  "the/this  agreement"  means  this sale of shares  and  claims
               agreement  as  set  out  herein,  together  with  all  appendices
               attached hereto;

          1.2.2. "business day" means a day (other than a Saturday, Sunday or an
               officially   recognised   public  holiday)  on  which  banks  are
               generally open for business in the Republic of South Africa;

          1.2.3. "the claims"  means all claims of  whatsoever  nature which the
               seller may have against the company on the effective date;
<PAGE>

          1.2.4.  "the  company"   means   VERKRANS   ONTWIKKELINGS   MAATSKAPPY
               (PROPRIETARY) LIMITED , Registration Number 1971/013858/07;

          1.2.5. "the documents of title" means collectively -

               1.2.5.1. original, current share certificates duly cancelled;

               1.2.5.2. the share  transfer  forms in respect of the shares duly
                    signed and dated by the  seller in favour of the  purchaser;
                    and

               1.2.5.3. original,  new share certificates duly issued reflecting
                    the purchaser as the holder;

               1.2.5.4. a  resolution  of the board of  directors of the company
                    approving the sale of the shares as set out herein;

               1.2.5.5. a written cession of the claims;

               1.2.5.6. a written  resignation of all of the  directors,  public
                    officer and all office holders of the company;

               1.2.5.7. a written resignation of the auditors of the company;

               1.2.5.8.  all  books  and  records  pertaining  to  the  company,
                    including  the title  deed  under  which  certain  immovable
                    property,  being  Portion 39 (a portion of Portion 6) of the
                    farm Roodekrans No 183 IQ, Gauteng, is held;

          1.2.6. "the effective date" means 1 December 2004;

<PAGE>

          1.2.7. "prime rate" means the  publicly  quoted basic rate of interest
               per  annum at which The  Standard  Bank of South  Africa  Limited
               lends on unsecured  overdraft in the private  sector from time to
               time, determined on a 365 (three hundred and sixty five) day year
               factor  irrespective  of  whether  the  year is a leap  year  and
               compounded  monthly in arrears  (as  certified  by any manager of
               such bank,  whose  appointment  and/or  authority it shall not be
               necessary to prove);

          1.2.8. "the purchase  consideration"  means an amount of R4 405 000,00
               (four million four hundred and five thousand rand);

          1.2.9.  "the  purchaser"   means   SILVERSTAR   DEVELOPMENT   LIMITED,
               Registration Number 1995/000369/06;

          1.2.10.  "the  seller"  means  CENTURY  CASINOS  AFRICA  (PROPRIETARY)
               LIMITED Registration Number 1996/010501/07;

          1.2.11. "the shares" means 2 (two) ordinary shares with a par value of
               R1,00 (one rand) each in the issued share  capital of the company
               and 100 (one hundred) preference shares with a par value of R1,00
               (one rand) each;

     1.3. any reference in this agreement to "date of signature hereof" shall be
          read as meaning a reference to the date of the last  signature of this
          agreement;

     1.4. any  reference to an enactment is to that  enactment as at the date of
          signature hereof and as amended or re-enacted from time to time;

     1.5. if any provision in a definition is a substantive provision conferring
          rights or imposing  obligations on any party,  notwithstanding that it
          is only in the definition clause, effect shall be given to it as if it
          were a substantive provision in the body of the agreement;
<PAGE>

     1.6. when any number of days is prescribed in this agreement, same shall be
          reckoned  exclusively  of the  first and  inclusively  of the last day
          unless the last day falls on a Saturday,  Sunday or public holiday, in
          which case the last day shall be the next  succeeding day which is not
          a Saturday, Sunday or public holiday;

     1.7. where  figures are referred to in numerals  and in words,  if there is
          any conflict between the two, the words shall prevail;

     1.8. expressions  defined in this agreement shall bear the same meanings in
          schedules  or  annexures  to this  agreement  which do not  themselves
          contain their own definitions;

     1.9. reference to day/s,  month/s or year/s shall be construed as Gregorian
          calendar day/s, month/s or year/s;

     1.10.the  use of any  expression  in  this  agreement  covering  a  process
          available  under  South  African  law  such as a  winding-up  (without
          limitation  eiusdem  generis)  shall,  if any of the  parties  to this
          agreement  is  subject  to  the  law  of any  other  jurisdiction,  be
          construed as including any equivalent or analogous  proceedings  under
          the law of such defined jurisdiction;

     1.11.where any term is defined within the context of any particular  clause
          in this  agreement,  the term so defined,  unless it is clear from the
          clause in question that the term so defined has limited application to
          the  relevant  clause,  shall bear the meaning  ascribed to it for all
          purposes in terms of this  agreement,  notwithstanding  that that term
          has not been defined in this interpretation clause;

     1.12.the expiration or termination of this agreement  shall not affect such
          of the  provisions  of this  agreement as expressly  provide that they
          will operate  after any such  expiration  or  termination  or which of
          necessity  must  continue  to have  effect  after such  expiration  or
          termination,  notwithstanding  that  the  clauses  themselves  do  not
          expressly provide for this;
<PAGE>


     1.13.the rule of construction that a contract shall be interpreted  against
          the party responsible for the drafting or preparation of the contract,
          shall not apply;

     1.14.any  reference in this  agreement  to a party shall,  if such party is
          liquidated or  sequestrated,  be  applicable  also to and binding upon
          that party's liquidator or trustee, as the case may be.

2. PREAMBLE

     2.1. The seller is the owner of the shares and the claims and has indicated
          its  willingness  to  dispose  of the  shares  and the  claims  to the
          purchaser.

     2.2. The purchaser has indicated its  willingness to acquire the shares and
          the claims.

     2.3. The parties  therefore  agree subject to the terms and  conditions set
          out herein.

3. SUSPENSIVE CONDITIONS

     3.1. This agreement,  in its entirety,  is subject to the fulfilment of the
          following  suspensive  conditions  by no later than 1  December  2004,
          namely that -

          3.1.1. all  relevant  resolutions  have been adopted by the seller for
               the  implementation of this agreement,  specifically a resolution
               of the board of  directors  of the seller as well as a resolution
               in terms of s228 of the Companies Act, 1973 by the members of the
               seller;

          3.1.2. agreement has been reached  relating to the repayment of a loan
               by the  purchaser to a Century  group  company in an amount of R5
               559 500,00 (five  million  five  hundred and fifty nine  thousand
               five hundred and rand).

     3.2. The  suspensive  conditions set out in clause 3.1 are inserted for the
          benefit of the purchaser who shall be entitled to waive  compliance of
          same or  extend  the  date  upon  which  same  or any of them  must be
          fulfilled in writing.
<PAGE>

     3.3. The  parties  undertake  that they will use their best  endeavours  to
          procure the fulfilment of the suspensive  conditions set out in clause
          3.1.

     3.4. Should any of the  suspensive  conditions set out in clause 3.1 not be
          fulfilled or not be waived in writing by the  purchaser on or before 1
          December 2004, as the case may be -

          3.4.1. this agreement shall be of no further force or effect;

          3.4.2. no party shall have any claim  against the other  arising  from
               the  conclusion  of  this  agreement,  save  where  a  party  has
               deliberately   frustrated   the   fulfilment  of  the  suspensive
               conditions,  and the parties  shall be restored to the status quo
               ante.

4. SALE

     4.1. The seller  hereby  sells the shares and the claims to the  purchaser,
          which purchases same, on the terms and conditions set out herein.

     4.2. The  purchase  price for the shares and the claims  shall be an amount
          equal to R4 405 000,00 (four  million  four hundred and five  thousand
          rand) which shall be  apportioned  as the face value of the claims and
          the balance to the shares, which amount shall be paid by the purchaser
          to the seller on the effective date.

     4.3. The   obligation   of  the   purchaser  to   discharge   the  purchase
          consideration  as envisaged in clause 4.1 shall be without the cost of
          transfer of money and without deduction and/or set-off whatsoever.

     4.4. To the extent that either party fails to pay any amount on due date in
          full,  such amount  shall  attract  interest at the prime rate plus 3%
          (three per cent) calculated from the due date until the actual date of
          payment, calculated nominal annual and compounded monthly in arrears.
<PAGE>


5. DELIVERY

     On the  effective  date the parties  shall meet at a convenient  forum,  at
     which date -

     5.1. the purchaser  shall pay an amount of R4 405 000,00 (four million four
          hundred and five thousand rand) in full  discharge of its  obligations
          to pay the purchase consideration; and

     5.2. the seller shall deliver the documents of title to the purchaser.

6. RISK AND BENEFIT

     6.1. With effect from the effective date, all risk in and benefit attaching
          to the shares and the claims shall vest in the purchaser.

     6.2. It is specifically  recorded,  that the shares and the claims are sold
          cum  dividend  in respect of any  dividends  that may be  declared  in
          respect of the shares by the board of  directors  of the company up to
          the effective date.

7. VOETSTOOTS

     The seller warrants in favour of the purchaser that -

     7.1. it is the  registered  and  beneficial  owner  of the  shares  and the
          claims;

     7.2. on the  effective  date  the  purchaser  shall  become  the  sole  and
          exclusive owner of the shares and the claims;

     7.3. the shares and the claims are not pledged,  encumbered, the subject of
          any  notarial  deed or  otherwise  and the seller is able to  transfer
          ownership in and to the shares and the claims to the purchaser;
<PAGE>

     7.4. the company will have the assets and liabilities as set out in the pro
          forma balance sheet attached hereto as Annexure A and it will not have
          any liabilities of whatsoever nature,  whether contractual,  otherwise
          or whether contingent or otherwise;

     7.5. no assets of the company, including the immovable property referred to
          in clause 1.2.5.8,  are encumbered,  the subject of any pledge,  lien,
          bond or otherwise whatsoever;

     7.6. the  seller  gives the other  additional  warranties  relating  to the
          company as set out in Annexure B.

8. CONFIDENTIALITY AND PUBLICITY

     Any  information  obtained by either party to this  agreement in terms,  or
     arising  from the  implementation,  of this  agreement  shall be treated as
     confidential  by the party and shall not be used,  divulged or permitted to
     be divulged to any person not being a party to this agreement,  without the
     prior written consent of the other party save that -

     8.1. each party shall be entitled to disclose such  information  to such of
          its  employees  (which  shall  include  any of its  directors)  and/or
          contractors  who  need to know  for the  purposes  of this  agreement.
          Before  revealing  such  information  to  any  such  employees  and/or
          contractors,  it  undertakes  to  procure  that the  employees  and/or
          contractors  are aware of the  confidential  nature of the information
          being made available to them;

     8.2. any  information  which  is  required  to be  furnished  by  law or by
          existing  contract  or by any stock  exchange  on which the  shares of
          either party to this  agreement or its holding  company are listed may
          be so furnished;

     8.3. either  party shall be  entitled  (after  consultation  with the other
          party  so as  to  avoid  embarrassment  or  prejudice  to  the  extent
          possible) to make such  information  available to its  shareholders as
          may be necessary to enable such shareholders to consider the value and
          prospects of their shareholdings;

<PAGE>


     8.4. neither party shall be precluded from divulging any information to any
          person who is  negotiating  with such party for the  acquisition of an
          interest  in  such  party,  provided  that  the  person  to  whom  any
          disclosure  is made in the  aforesaid  circumstances  shall first have
          undertaken  in writing not to divulge  such  information  to any other
          person and to use it only for the purpose of evaluating the business;

     8.5. no party shall be precluded from using or divulging  such  information
          in order to pursue any legal remedy available to it.

9. DOMICILIUM CITANDI ET EXECUTANDI

     9.1. 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 the
          following addresses :

          9.1.1. the seller:

                 Physical:       c/o 1 Nerina Avenue
                                 Caledon
                                 7230

                 Attention:      The Managing Director

                 Telefax:        +1 707 982 7586

          9.1.2. the purchaser:

                 Physical:       c/o 34 Buffalo Thorn Road
                                 Fourways Gardens
                                 Fourways
                                 2055

                 Telefax:        + 27 86 672 6282

          9.1.3. the company:

                 Physical:       c/o 1 Nerina Avenue
                                 Caledon
                                 7230

                 Attention:      The Managing Director

                                 Telefax: +1 707 982 7586

<PAGE>

     9.2. Any notice or communication required or permitted to be given in terms
          of this agreement  shall be valid and effective only if in writing but
          it shall be competent to give notice by telefax.

     9.3. Either  party may by notice to the other  party  change  the  physical
          address  chosen as its  domicilium  citandi et  executandi  to another
          physical address in South Africa or its telefax number,  provided that
          the change  shall become  effective on the 10th  business day from the
          deemed receipt of the notice by the other party.

     9.4. Any notice to a party -

          9.4.1. sent by courier in a correctly  addressed envelope to it at its
               chosen  address  shall be deemed to have been received on the 3rd
               business day after sending (unless the contrary is proved);

          9.4.2.  delivered  by hand to a  responsible  person  during  ordinary
               business  hours at the physical  address chosen as its domicilium
               citandi et  executandi  shall be deemed to have been  received on
               the day of delivery; or

          9.4.3. sent by telefax  to its chosen  telefax  number  stipulated  in
               clause 9.1,  shall be deemed to have been received on the date of
               despatch (unless the contrary is proved).

     9.5. Notwithstanding  anything to the contrary  herein  contained a written
          notice  or  communication  actually  received  by a party  shall be an
          adequate written notice or communication to it notwithstanding that it
          was not sent to or  delivered  at its  chosen  domicilium  citandi  et
          executandi.

10. REPRESENTATIONS AND WARRANTIES

     Each party hereby represents and warrants to the other that -
<PAGE>

     10.1.it has full power and  authority  to execute,  deliver and perform its
          obligations  under this  agreement and no  limitation  under its power
          will be exceeded as a result of it entering into this agreement;

     10.2. this agreement is legal, valid and binding upon the parties;

     10.3.subject to the  provisions  of clause 3, all actions,  conditions  and
          things  required  to  be  taken,  fulfilled  or  done  (including  the
          obtaining  of all  necessary  consents  and  authorisations)  for  its
          entering  into and  performance  of this  agreement  have been  taken,
          fulfilled and done.

11. WHOLE AGREEMENT, NO AMENDMENT

     11.1.This agreement  constitutes  the whole  agreement  between the parties
          relating to the subject matter hereof.

     11.2.No  amendment  or  consensual  cancellation  of this  agreement or any
          provision  or term  hereof or of any  agreement,  bill of  exchange or
          other  document  issued or  executed  pursuant  to or in terms of this
          agreement  and  no  settlement  of any  disputes  arising  under  this
          agreement and no extension of time, waiver or relaxation or suspension
          of any  of  the  provisions  or  terms  of  this  agreement  or of any
          agreement, bill of exchange or other document issued pursuant to or in
          terms of this agreement  shall be binding unless recorded in a written
          document  signed by the  parties  (or in the case of an  extension  of
          time, waiver or relaxation or suspension, signed by the party granting
          such extension,  waiver or relaxation).  Any such extension, waiver or
          relaxation or  suspension  which is so given or made shall be strictly
          construed as relating strictly to the matter in respect whereof it was
          made or given.

     11.3.No extension of time or waiver or relaxation of any of the  provisions
          or terms of this agreement or any agreement, bill of exchange or other
          document issued or executed pursuant to or in terms of this agreement,
          shall operate as an estoppel against any party in
<PAGE>

          respect of its rights under this agreement, nor shall it operate so as
          to preclude such party  thereafter from exercising its rights strictly
          in accordance with this agreement.

     11.4.To the  extent  permissible  by law no  party  shall  be  bound by any
          express or implied term, representation, warranty, promise or the like
          not recorded herein, whether it induced the contract and/or whether it
          was negligent or not.

     11.5.This  agreement  may be signed in  counterparts,  including  by way of
          facsimile, each of which shall be deemed to be an original.

12. BREACH

     Should any party  breach any term and/or  condition of this  agreement  and
     fail to remedy such breach within a period of 14  (fourteen)  business days
     after receipt of written  notification  to such effect,  the  nondefaulting
     party shall be entitled,  without  prejudice to its rights in terms of this
     agreement or at law, to claim immediate  specific  performance or to cancel
     this  agreement,  in either case  without  prejudice to its rights to claim
     damages.

13. COSTS

     13.1.Each party shall pay its own costs  associated  with the  drafting and
          implementation of this agreement.

     13.2.The purchaser  shall pay all stamp duty and related levies  associated
          with the transfer of the shares into the name of purchaser.

     13.3.Any costs,  including  attorney  and own  client  costs,  incurred  by
          either party  arising out of a breach by the other party of any of the
          provisions of this agreement shall be borne by the party in breach.
<PAGE>


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

DATE            PLACE       WITNESS                     SIGNATURE

                            1. Debra Wessels//s//       For:  SILVERSTAR
12/01/2004     Ormonde                                 DEVELOPMENT LIMITED
                            2. Christian Neuberger//s// Jose Da Silva //s//


                            1. Debra Wessels//s//       For: VERKRANS
12/01/2004     Johannesburg                            ONTWIKKELINGS MAATSKAPPY
                            2. Christian Neuberger//s// PROPRIETARY) LIMITED
                                                        Christian Gernert//s//

                            1. Debra Wessels//s//       For: CENTURY CASINOS A
12/01/2004      Johannesburg                            AFRICA (PROPRIETARY)
                            2. Christian Neuberger//s// LIMITED
                                                        Christian Gernert//s//
<PAGE>

                                   ANNEXURE A
<PAGE>


                                   ANNEXURE B

1. In this annexure -

     1.1. the  "agreement"  means  the  agreement  to  which  this  annexure  is
          attached;

     1.2. the "Act" means the Companies Act 1973 as amended;

     1.3. the seller ("the  warrantor") shall be deemed to have knowledge of any
          facts or  circumstances  of  which  any  servant  of the  company  has
          knowledge;

     1.4. to the extent that at signature of the  agreement,  the effective date
          may already have passed,  and  accordingly the use of any tense may be
          inappropriate, the warranties shall be read in the appropriate tense.

     1.5. the  warranties  will  be  qualified  by any  disclosure  made  by the
          warrantor in the attached disclosure schedule.

2. On the signature date and the effective date -

     2.1. the company will be regularly  incorporated  as a private company with
          limited  liability  according  to the  laws of the  Republic  of South
          Africa;

     2.2. no steps will have been  taken in  respect of the  company in terms of
          section 73 of the Act;

     2.3. the  authorised  share capital of the company will be  _______________
          divided  into 3 000  (three  thousand)  ordinary  shares of R1,00 (one
          rand) each and the shares  sold in terms of this  agreement  represent
          the entire issued share capital of the company;
<PAGE>


     2.4. all the issued  shares in the  capital of the  company  will be of one
          class and the issued shares will rank pari passu with each other;

     2.5. the company  will not be under any  obligation  (whether  contingently
          upon the exercise of any right or  otherwise) to increase or reduce or
          otherwise alter its authorised or issued share capital;

     2.6. no person will have any right  (including any option or right of first
          refusal) to subscribe  for any of the shares or the  debentures  or to
          take up or acquire  any of the  unissued  shares in the capital of the
          company, present or future;

     2.7. no resolution will have been passed,  nor will the company be obliged,
          to alter any of the rights attaching to any of the shares in the share
          capital  of the  company or to alter the  memorandum  or  articles  of
          association of the company or to create or to issue any debentures;

     2.8. no person will have any right to obtain an order for the rectification
          of the register of members of the company;

     2.9. the  memorandum  and  articles of  association  of the company will be
          those of which a copyhas been submitted to the purchaser,  without any
          amendments;

     2.10.the  company's  books and records will have been  properly  maintained
          according  to law and will  accurately  reflect,  in  accordance  with
          generally accepted and sound accounting principles and standards,  all
          of the  transactions  entered  into by the company or to which it is a
          party;

     2.11.the  company  will have  complied  with all  legislation,  enactments,
          proclamations,  ordinances,  by-laws and  regulations  which affect it
          and, in  particular,  it will have complied with all the provisions of
          the legislation affecting, regulating or providing for income or other
          tax or duties and the  employment of labour and also the provisions of
          the Act;
<PAGE>

     2.12.the company will have all such licences,  consents,  permits and other
          authorities  prescribed by law for the lawful  conduct of its business
          in the manner in which it is presently conducted. The warrantor is not
          aware  of  any  facts  or  circumstances   which  may  result  in  the
          cancellation  or  material  alteration  or  non-renewal  of  any  such
          licences, consents, permits, approvals or other authorities;

     2.13.the  company  will  have  maintained   registers  in  accordance  with
          generally accepted and sound accounting practice and/or the provisions
          of the Act;

     2.14.no person will have the right  (including any option or right of first
          refusal) to purchase any of the assets of the company;

     2.15.save  as  disclosed  to  the  purchaser  in  writing  in  terms  of  a
          disclosure  schedule,   the  company  will  not  be  liable,   whether
          contingently or otherwise, and whether as surety, co-principal debtor,
          guarantor or indemnitor, for the liabilities of any third party;

     2.16.the company will not have any liabilities  whatsoever,  whether from a
          tax nature or otherwise;

     2.17. the company will not be in default of any of its obligations;

     2.18.all returns,  computations,  notices and information which are or have
          been required to be made or given by the company for taxation purposes
          -

          2.18.1. have been made or given within the requisite  periods required
               by law and on the proper basis and are up to date and correct;

          2.18.2. none of them is or is likely to be the  subject of any dispute
               with a revenue authority;
<PAGE>


          2.18.3. none will give rise to any disallowance of relief,  allowance,
               deduction or credit or  assessment  (including  any claim for any
               penalty, interest, surcharge or fine).

     2.19.no queries have been addressed to the company or its public officer by
          any tax official nor has the company lodged any tax objections,  which
          have not been fully disposed of.

3.   As at the  signature  date the  company is not  engaged in any  litigation,
     income tax appeals,  arbitration or criminal  proceedings.  Having made all
     reasonable  enquiries,  the warrantor is not aware of any facts, matters or
     circumstances  which  may give  rise to any  such  litigation,  income  tax
     appeals, arbitration or criminal proceedings.

4.   This  transaction  does not  constitute  a breach  of any of the  company's
     contractual  obligations,  nor will it entitle any person to  terminate  or
     vary the terms of any contract to which the company is a party.

5.   As at the signature date and the effective date the warrantor has disclosed
     to the purchaser all facts and  circumstances  which they bona fide believe
     to be material to this  transaction and which would be material or would be
     reasonably  likely to be  material  to a  purchaser  of the  shares and the
     purchase price payable in respect thereof.

6.   Should there be any undisclosed  liability of the company, the seller shall
     make good any such amount on demand.

7. The company will not have any employees on the effective date.

8. With reference to the movable property referred to in clause 1.2.5.8 -

     8.1. the company is the beneficial owner of the property;

     8.2. the company  has not entered  into any  agreement  granting  any third
          party or otherwise a right of occupation or use of the property;
<PAGE>

     8.3. no  agreements  have been  entered  into by the  company  whereby  any
          restrictive  conditions  or  servitudes  or usufructs  attached to the
          property other than those  presently  registered in the relevant Deeds
          Office;

     8.4. the seller is not aware of any facts,  matters or circumstances  which
          may give rise to -

          8.4.1. any change in the zoning of the property  other than in respect
               of the proposed casino hotel development;

          8.4.2. any expropriation of the property;

          8.4.3. any current or potential defects to the title deed.

<PAGE>

                               TABLE OF CONTENTS

CLAUSE NUMBER AND DESCRIPTION                           PAGE
1. INTERPRETATION AND PRELIMINARY........................ 2

2. PREAMBLE...............................................6

3. SUSPENSIVE CONDITIONS................................. 6

4. SALE...................................................7

5. DELIVERY...............................................8

6. RISK ANDBENEFIT........................................8

7. VOETSTOOTS.............................................8

8. CONFIDENTIALITY AND PUBLICITY......................... 9

9. DOMICILIUM CITANDI ET EXECUTANDI..................... 10

10. REPRESENTATIONS AND WARRANTIES...................... 11

11. WHOLE AGREEMENT, NO AMENDMENT....................... 12

12. BREACH...............................................13

13. COSTS................................................13

ANNEXURE A................................................1

ANNEXURE B................................................1


</TEXT>
</DOCUMENT>
