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<SEC-DOCUMENT>0000911147-04-000039.txt : 20041208
<SEC-HEADER>0000911147-04-000039.hdr.sgml : 20041208
<ACCEPTANCE-DATETIME>20041207191114
ACCESSION NUMBER:		0000911147-04-000039
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20041207
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20041208
DATE AS OF CHANGE:		20041207

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENTURY CASINOS INC /CO/
		CENTRAL INDEX KEY:			0000911147
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
		IRS NUMBER:				841271317
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-22900
		FILM NUMBER:		041189436

	BUSINESS ADDRESS:	
		STREET 1:		1263 A LAKE PLAZA DR.
		CITY:			COLORADO SPRINGS
		STATE:			CO
		ZIP:			80906
		BUSINESS PHONE:		719-527-8300

	MAIL ADDRESS:	
		STREET 1:		1263 A LAKE PLAZA DR.
		CITY:			COLORADO SPRINGS
		STATE:			CO
		ZIP:			80906

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENTURY CASINOS INC
		DATE OF NAME CHANGE:	19940802

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALPINE GAMING INC
		DATE OF NAME CHANGE:	19930824
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k8_12072004.txt
<DESCRIPTION>K8_12_07_2004
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

                        Date of Report: December 7, 2004
               (Date of earliest event reported: December 1, 2004)

                              CENTURY CASINOS, INC.
             (Exact Name of Registrant as specified in its charter)

         Delaware                     0-22290                84-1271317
(State or other jurisdiction        (Commission           (I.R.S. Employer
     of incorporation)              File Number)        Identification Number)


        1263 Lake Plaza Drive Suite A, Colorado Springs, CO       80906
        (Address of principal executive offices)                  (Zip Code)

        Registrant's telephone number, including area code: 719-527-8300


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

_ Written  communication  pursuant to Rule 425 under the  Securities Act (17 CFR
230.425)

_  Soliciting  material  pursuant to Rule 14a-12  under the Exchange Act (17 CFR
240.14a-12)

_ Pre-commencement  communications  pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

_  Pre-commencement  pursuant to Rule  13e-4(c)  under the  Exchange Act (17 CFR
240.13e-4(c))
<PAGE>

Item 1.01 Entry Into a Material Definitive Agreement

On December 1, 2004, Century Casinos, Inc. entered into an agreement to sell its
interest in the Gauteng,  South Africa,  license  Application to the Akani Group
which is comprised of Akani Leisure Investments  (Proprietary)  Limited and Gold
Reef Casino Resorts Limited  (partly owned by the Casinos  Austria  group).  The
Akani Group has agreed to provide the funds necessary for Silverstar to complete
the project and to acquire the entire  shareholding of Silverstar as well as all
assets, rights and obligations of Century in the project.

The total selling price to Century is R50.3 million, approximately $8.5 million.

By the terms of the Verkrans Sale Agreement, Century Casinos Africa has sold all
of its shares in Verkrans  Ontwikkelings  Maatskappy (Pty) Limited to Silverstar
Development Limited for R4,405,000 in cash.

By the terms of the  Settlement  of Loans  Agreement,  Silverstar  paid  Century
Casinos  Africa  (Pty)  Ltd  R5,595,000  to  settle  loans  previously  made  to
Silverstar and other parties related to the proposed  project in Gauteng,  South
Africa. As part of the same agreement,  Century Casinos Africa has advanced R3.0
million to Silverstar which shall be repaid in six equal  installments  upon the
payment dates of the seventh  though  twelfth  installments  established  in the
option agreements plus interest of R60,000 per installment.

The balance of R40.3  million,  approximately  $6.8  million,  is  contingent on
certain  approvals being secured by Silverstar and the Akani Group.  The outcome
of these approvals is unknown at this time but with the financial backing of the
Akani Group,  funding is now  available to  Silverstar to complete its tasks and
provide a higher level of assurance that Century will ultimately get a return on
its  efforts  to  date.  Should  such  approvals  not  be  obtained,   Century's
involvement  in the project will be restored to the previous  level of ownership
and management.

Century  Casinos,  Inc.  has entered into a  consulting  agreement  with Respond
Limited  under  which it will pay a fee on all sums  received  in respect to any
disposal  agreements  related to the Gauteng,  South Africa  project equal to 2%
(two percent) on cumulative  amounts up to $5 million plus 5% (five  percent) of
all  amounts  received in excess of $5  million.  Century  has paid  R200,000 to
Respond  Limited in  conjunction  with the receipt of the R10.0  million for the
Verkrans Sale and Settlement of Loans agreements.  The payment of any additional
fees is  subject to the  receipt  of  additional  funds in  connection  with the
disposal of our interests.

Item 9.01 Exhibits.
10.139   Settlement of Loans Agreement
10.140   Verkrans Sale Agreement
10.141   Century Resorts Limited Option Agreement
10.142   Century Casinos West Rand Option Agreement

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                   Century Casinos, Inc.
                                                   (Registrant)

Date:  December 7, 2004                            by:  /s/ Larry Hannappel
                                                   Larry Hannappel, Chief
                                                   Accounting Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10_139.txt
<DESCRIPTION>8K SETTLEMENT OF LOANS AGREEMENT
<TEXT>
                          SETTLEMENT OF LOANS AGREEMENT
                       (INCORPORATING NEW LOAN AGREEMENT)



                                 by and between


                             CENTURY RESORTS LIMITED
                 (a Mauritian company of Registration No. 50866)
                                     ("CRL")
                                       and

                  CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED
                        (Registration No. 1996/010501/07)
                                     ("CCA")
              (CRL, CCA, and their affiliates collectively, "CGC")

                                       and


                         SILVERSTAR DEVELOPMENT LIMITED
                        (Registration No. 1995/00369/06)
                                 ("SILVERSTAR")


                                       and



                                  JOSE DA SILVA
                                     ("JDS")


                                       and


                       (and, collectively, "the parties")



<PAGE>



WHEREAS:

o    CGC is the beneficiary in title to various loan agreements entered into for
     the purpose of providing  funding in support of the efforts of  SILVERSTAR,
     its subsidiaries, and its agents in the pursuit of a casino license for the
     Western Gauteng region of South Africa;

o    The parties wish to agree upon the  disposition  of the loan funds provided
     by CGC to date  and upon the  provision  of  further  funds  under  defined
     circumstances and the repayment of same.

o    The parties  therefore  agree subject to the terms and  conditions  set our
     herein.

1. INTERPRETATION

     1.1. This agreement shall be exclusively governed and interpreted according
          to the laws of the Republic of South Africa in all respects.

     1.2. The headings to the clauses of this  agreement  shall be deemed not to
          form part of this agreement and shall not affect its interpretation.

     1.3. Except where the context clearly indicates a contrary  intention,  the
          singular  includes  the plural and vice  versa,  words  importing  the
          neuter gender include other genders and vice versa,  the word "person"
          includes a company and any other juristic person and a partnership and
          any other body of persons  (whether  corporate  or  incorporate),  and
          includes in each instance their successors in title.

     1.4. The parties  defined above shall maintain their meanings as so defined
          and the following expressions shall bear the meanings ascribed to them
          hereunder:

          1.4.1. "additional loan" R3 000 000.00 (three million rand);

          1.4.2. "call  loans" a part of all amounts  provided to the  signature
               date by way of loans to SILVERSTAR,  its subsidiary RHINO RESORTS
               LIMITED,  and  through  its agent JDS such part  totaling  R5 595

<PAGE>

               000.00 (five million five hundred and ninety five thousand rand);

          1.4.3.  "default  rate" the prime  overdraft  rate  quoted by  Nedbank
               Limited  plus  5%  (five  per  cent)  calculated  nominal  annual
               compounded  monthly  in arrear;

          1.4.4. "option  agreement" the option agreement entered into by, inter
               alia, SILVERSTAR, CGC, and AKANI GROUP on even date;

          1.4.5. "prime rate" the prime overdraft rate quoted by Nedbank Limited
               calculated nominal annual compounded in arrear;

          1.4.6. "signature  date" the date that this agreement is signed by the
               party signing last in time;

     1.5. If any provision in a definition is a substantive provision conferring
          a right or imposing an obligation  on any party then,  notwithstanding
          that it appears by way of  definition,  effect  shall be given to that
          provision  as if it were a  substantive  provision in the body of this
          agreement.

     1.6. Where a number of days is to be calculated from a particular day, such
          number  shall be  calculated  as  excluding  such  particular  day and
          commence on the next day. If the last day of such number so calculated
          falls on a day which is not a business  day, or any specific  calendar
          date given that is not a business  day, that last day or that specific
          date shall be deemed to fall upon 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.

2. REPAYMENT OF THE CALL LOANS
<PAGE>

     2.1. Upon the signature date, the call loans shall fall immediately due and
          payable.

     2.2. The call loans  shall be settled in full by bank  certified  cheque or
          other agreed means of confirmed payment.

     2.3. Repayment  of the  call  loans  to CGC  shall  be in  full  and  final
          settlement  of the claims CGC has, or may have, in respect of the call
          loans and CGC shall make no further claim whatsoever in respect of the
          call loans and shall  promptly  release any and all security which CGC
          may have held in respect of the call loans.  CRL confirms that,  after
          SILVERSTAR  has  repaid  the  additional  loan as set out in  clause 4
          together  with  the  full  compensation  provided  for in  the  option
          agreement,  CRL shall not have any claim of whatsoever  nature against
          SILVERSTAR  except for claims in terms of the option  agreement and it
          hereby waives all and any such claims which may exist.

3. ADVANCE OF THE ADDITIONAL LOAN

     3.1. Immediately  upon the  repayment of the call loans,  CCA shall advance
          the additional loan to SILVERSTAR.

4. TERMS TO THE ADDITIONAL LOAN

     4.1. The  repayment by SILVERSTAR  of the  additional  loan shall be by six
          equal  installments  upon the  payment  dates of the  seventh  through
          twelfth installments established in the option agreement;

     4.2. Each  installment  payment of the additional loan shall be accompanied
          by an interest premium payment of R60 000.00 (sixty thousand rands);

     4.3. In the event that, should the option agreements still be effective and
          one or more of the installment payments, in accordance with the option
          agreements,  have not been  received  by CGC in full by 30 June  2006,
          CCAshall thereafter have the right to apply interest at the prime rate
          plus 2% (two  percent)  from 30 June 2006 on the  amount not repaid on
          that date;
<PAGE>


     4.4. In the event that the option  agreement is terminated  or lapses,  all
          non repaid amounts in respect of the  additional  loan shall remain an
          obligation of SILVERSTAR  and CRL shall  thereafter  have the right to
          apply interest at the default rate;

     4.5. In the event an  installment  payment as measured  against the seventh
          through twelfth  installments  established in the option  agreement is
          not made by  SILVERSTAR  when due in terms of 4.1,  CCA shall have the
          right to apply interest at the default rate on the past-due amounts;

     4.6. SILVERSTAR  shall establish a sinking fund from such date as the first
          installment  payment  under the option  agreement  falls due and shall
          maintain  in that  sinking  fund at all times an  amount  equal to the
          amount due to CCA in respect of each next installment repayment of the
          additional loan.


5. REINSTATEMENT OBLIGATION

     5.1. In the event that the option  agreement is  terminated or lapses prior
          to the receipt by CGC of the full amounts provided therein, SILVERSTAR
          shall -

          5.1.1. be liable for a further  indebtedness in favour of CRL equal to
               R 10 000 000.00 (ten  million  rand)  reduced by the total of any
               amounts CGC may have received under the option agreement prior to
               the  termination or lapsing of that agreement and increased by an
               amount of R100  000.00 per month for each  month,  or part month,
               that  elapses  between  December 31, 2005 and the date the option
               agreement is terminated or lapses; and

          5.1.2.  issue or  caused  to be  transferred  to CRL  such  shares  in
               SILVERSTAR  as shall be equal to 1% (one  percent)  of the issued
               shares of SILVERSTAR  as measured  after the issue or transfer of
               those shares.
<PAGE>


     5.2. SILVERSTAR  shall record any  indebtedness  incurred in respect of the
          reinstatement  obligation  in favour of CRL in its  accounts  from the
          date of the termination or lapsing of the option agreement;

     5.3. From  the  date  of  assumption  by  SILVERSTAR  of the  reinstatement
          obligation,  CRL shall have the right to apply  interest  at the prime
          rate.

6. BREACH

     If,  after the  entering  into of the  option  agreement,  any party  ("the
     defaulting  party")  breaches  any material  term and/or  condition of this
     option  agreement  and fails to remedy  such  breach  within a period of 14
     (fourteen)  days after  receipt of written  notice  from any other party to
     remedy same, the aggrieved  party shall be entitled,  without  prejudice to
     any other rights which it may have in terms of this agreement or at law, to
     cancel this agreement or to claim immediate specific performance, in either
     case without prejudice to its rights to claim damages.

7. SIGNATURE IN COUNTERPARTS

     This option agreement may be executed in several  counterparts,  whether by
     way of  facsimile  or  otherwise,  each of  which  shall,  taken  together,
     constitute one and the same instrument.

8.  DOMICILIUM  CITANDI ET EXECUTANDI

     8.1. The parties  choose as their  domicilia  citandi et executandi for all
          purposes  under  this  option  agreement,  whether in respect of court
          process,  notices or other documents or  communications  of whatsoever
          nature the following addresses:



                              CRL:
<PAGE>

                              Physical:     c/o L&P Financial Services
                                            Attn: Richard Arlove
                                            Fifth Floor TM Building
                                            Pope Hennessey Street
                                            Port St Louis
                                            Mauritius



                              Telefax:      + 1 707 982 7586

                              e-mail        hoetzingerp@cs.com


                              CCA:

                              Physical:     Attn: The Managing Director
                                            c/o 1 Nerina Avenue
                                            Caledon 7230South Africa

                              Telefax:      +27 28 212-2773

                              e-mail        hoetzingerp@cs.com


                              SILVERSTAR:

                              Physical:     34 Buffalo Thorn Road
                                            Fourways Gardens
                                            Fourways 2055
                                            South Africa
                                            Attn: James Forbes



                              Telefax:      +27 86 672-6282

                              e-mail        jforbes@mweb.co.za



                              JOSE DA SILVA:

                              Physical:     47 Amajuba Street
                                            Noordheuwel
                                            Krugersdorp 1744



                              Telefax:      +27 86 672-6282

                              e-mail        jforbes@mweb.co.za
<PAGE>

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

     8.3. 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  Mauritius in respect of CRL) 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.

     8.4. Any notice to a party -

          8.4.1. 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);

          8.4.2.  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

          8.4.3. sent by telefax  to its chosen  telefax  number  stipulated  in
               clause 8,  shall be deemed to have been  received  on the date of
               despatch  (unless the contrary is proved).

     8.5. Notwithstanding  anything to the contrary  herein  contained a written
          notice  or  communication  actually  received  by a party  shall be an
<PAGE>

          adequate written notice or communication to it notwithstanding that it
          was not sent to or  delivered  at its  chosen  domicilium  citandi  et
          executandi.

     8.6. To the extent  that any notice is given by a party,  it shall  equally
          give notice by way of e-mail.

9. WHOLE AGREEMENT, NO AMENDMENT

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

     9.2. No amendment or consensual  cancellation  of this  settlement of loans
          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
          settlement  of loans  agreement  and no extension  of time,  waiver or
          relaxation  or suspension of or agreement not to enforce or to suspend
          or postpone the  enforcement of any of the provisions or terms of this
          settlement of loans agreement or of any agreement, bill of exchange or
          other document  issued  pursuant to or in terms of this  settlement of
          loans 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.

     9.3. No extension of time or waiver or relaxation of any of the  provisions
          or terms of this settlement of loans agreement or any agreement,  bill
          of
<PAGE>

          exchange or other document issued or executed  pursuant to or in terms
          of this  settlement of loans  agreement,  shall operate as an estoppel
          against any party in 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.

     9.4. 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.

10.  COSTS

     Each party shall pay its own costs  pursuant to the  negotiation,  drafting
     and implementation of this agreement.

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: CENTURY RESORTS LIMITED
12/01/2004  Johannesburg                                Christian Gernert//s//
                        2.  Shahrina Ramphaul//s//

- -
<PAGE>

                        1.  Debra Wessels//s//     For: CENTURY CASINOS AFRICA
12/01/2004  Johannesburg                                (PROPRIETARY) LIMITED
                        2.  Shahrina Ramphaul//s//      Christian Gernert//s//



                        1.  Debra Wessels//s//     For: SILVERSTAR DEVELOPMENT
12/01/2004  Johannesburg                                LIMITED
                        2.  Shahrina Ramphaul//s//      Jose Da Silva//s//



                        1.  Debra Wessels/s//           JOSE DA SILVA
12/01/2004  Johannesburg                                Jose Da Silva//s//
                        2.  Shahrina Ramphaul//s//



</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10_141.txt
<DESCRIPTION>8K--CENTURY RESORTS LIMTED OPTION AGREEMENT
<TEXT>



                                OPTION AGREEMENT


                              entered into between


                        GOLD REEF CASINO RESORTS LIMITED
                        (Registration No. 1989/002108/06)
                                    ("GRCR")

                                       and

                 AKANI LEISURE INVESTMENTS (PROPRIETARY) LIMITED
                        (Registration No. 1998/002583/07)
                                     ("ALI")
          (GRCR and ALI collectively referred to as "the AKANI GROUP")

                                       and

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

                                       and

                             CENTURY RESORTS LIMITED
               ( a Mauritian company of registration number 50866)
             (and together with its subsidiary companies, "GRANTOR")

<PAGE>

                                       and

                          CENTURY CASINOS INCORPORATED
            (a company incorporated in the United States of America)
                                   ("HOLDCO")



<PAGE>


WHEREAS:

o    SILVERSTAR DEVELOPMENT LIMITED ("SILVERSTAR") has made an application for a
     casino  licence in the Western  Gauteng  region ("the  application")  to be
     located  on  portions  39,  104  and  106 of the  farm  Roodekrans  183 IQ,
     Krugersdorp;

o    although the High Court of South Africa (Transvaal Provincial Division) has
     ordered  that the  licence is to be awarded to  SILVERSTAR  by the  Gauteng
     Gambling Board ("the board"),  the board has not yet done so and SILVERSTAR
     has been involved in lengthy  litigation  resulting in SILVERSTAR not being
     able to commence with the development of the casino operations on the land;

o    the  AKANI  GROUP  has   expressed   an  interest  to  acquire  the  entire
     shareholding  in  SILVERSTAR  once the casino  licence has been  awarded to
     SILVERSTAR  free of any and all  obligations  for the  payment of fees that
     SILVERSTAR may have previously  undertaken or in respect of any commitments
     already made or expenses or obligations already incurred;

o    GRANTOR is a party to an agreement or agreements or  commitments or binding
     obligations  under which  GRANTOR  may have  rendered  certain  services or
     delivered certain goods to SILVERSTAR or may have certain current or future
     direct  or  contingent  rights  against,   or  obligations  to,  SILVERSTAR
     (collectively "the rights");

o    the AKANI  GROUP,  JOSE DA SILVA  AND JAMES  FORBES  have  entered  into an
     agreement in terms of which the AKANI GROUP is to acquire the entire equity
     interest in SILVERSTAR;

o    in terms of that agreement,  SILVERSTAR and/or the AKANI GROUP are to enter
     into all the option  agreements  on the basis that the rights are either to
     be terminated or that all of the rights are to be ceded to the AKANI GROUP;

o    GRANTOR  agrees to cede and  delegate  all of its rights  and  obligations,
     alternatively  to terminate and waive all of its rights and  obligations on
     the terms and conditions set out herein;
<PAGE>

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

1.  INTERPRETATION

     1.1. This agreement shall be exclusively governed and interpreted according
          to the laws of the Republic of South Africa in all respects.

     1.2. The headings to the clauses of this  agreement  shall be deemed not to
          form part of this agreement and shall not affect its interpretation.

     1.3. Except where the context clearly indicates a contrary  intention,  the
          singular  includes  the plural and vice  versa,  words  importing  the
          neuter gender include other genders and vice versa,  the word "person"
          includes a company and any other juristic person and a partnership and
          any other body of persons  (whether  corporate  or  incorporate),  and
          includes in each instance their successors in title.

     1.4. The parties  defined above shall maintain their meanings as so defined
          and the following expressions shall bear the meanings ascribed to them
          hereunder:

          1.4.1.  "the   acquisition"   the  acquisition  of  the  totality  and
               collectively,  all  interests  and  the  rights  to be  acquired,
               directly  or   indirectly,   by  AKANI  GROUP  in  terms  of  the
               transaction of which this agreement is a part;

          1.4.2. "the  arrangements"  means any and all  agreements,  contracts,
               understandings,  commitments or arrangements of whatsoever nature
               concluded between the GRANTOR or SILVERSTAR,  whether enforceable
               or not prior to the closing date;
<PAGE>

          1.4.3.  "bid  commitments"  all  deliverables   committed  to  in  the
               application or as may be  subsequently  varied by approval of the
               board;

          1.4.4. "closing date" the date upon the last of the trigger events has
               taken place;

          1.4.5. "compensation payment" any amount paid or payable by SILVERSTAR
               to GRANTOR pursuant to the exercise of the option set out herein;

          1.4.6.  "default  rate" the prime  overdraft  rate  quoted by  Nedbank
               Limited  plus 3%  (three  per  cent)  calculated  nominal  annual
               compounded monthly in arrear;

          1.4.7. "documents of title" together, all of the following -

                    1.4.7.1. this agreement;

                    1.4.7.2. a  resolution  of the board of directors of GRANTOR
                         passed in accordance  with the articles of  association
                         of  GRANTOR  empowering  GRANTOR  to  enter  into  this
                         agreement;

                    1.4.7.3.  written  cession of all the  rights of  whatsoever
                         nature  which  GRANTOR may have against  SILVERSTAR  in
                         favour of the  AKANI  GROUP,
<PAGE>

                         alternatively,  a  written  acknowledge-ment  of
                         termination  or waiver of any or all such rights;

                    1.4.7.4.  a   resolution   of  the  board  of  directors  of
                         SILVERSTAR  passed in  accordance  with the articles of
                         association of SILVERSTAR  acknowledging and consenting
                         to  the  termination  or  cession  of the  rights;  and

                    1.4.7.5. a written cession of the rights against  SILVERSTAR
                         to the AKANI GROUP

          1.4.8. "elective termination" any termination pursuant to clause 7;

          1.4.9. "equity  acquisition" the purchase by AKANI GROUP of all of the
               issued share  capital in and claims (if any)  against  SILVERSTAR
               from its  individual  shareholders  on the  basis  that  both the
               shares  and the  company  shall be free and  clear of any  claim,
               obligation or encumbrance of whatsoever nature unless such claim,
               obligation  or  encumbrance  has been  approved in writing by the
               AKANI GROUP;

          1.4.10. "equity option(s)" the option agreement or agreements by which
               AKANI GROUP shall  purchase all of the issued  share  capital in,
               and all  rights  (if any) of the
<PAGE>

               existing   shareholders  against  SILVERSTAR  from  the  existing
               shareholders;

          1.4.11. "existing  shareholders"  those persons who are the registered
               holders and  beneficial  owners of the shares in SILVERSTAR  that
               constitute  all of the issued share  capital at any time from the
               signature date until immediately prior to the closing date;

          1.4.12. "GRANTOR"  CENTURY  RESORTS  LIMITED,  a Mauritian  company of
               Registration Number 50866;

          1.4.13. "incumbent individuals" Jose da Silva and James Forbes;

          1.4.14. "the licence" a casino licence for which the  application  was
               made;

          1.4.15. "the option  agreements" means all of the option agreements to
               be entered into by amongst  SILVERSTAR and the holders of all the
               rights against SILVERSTAR pursuant to agreements, understandings,
               commitments  and/or  arrangements   entered  into  between  these
               parties and SILVERSTAR;

          1.4.16. "the options" the option agreements collectively;

          1.4.17. "parties" the persons entering into this agreement;

          1.4.18.  "the  rights"  all  rights  and  obligations  and  claims  of
               whatsoever  nature  which the  GRANTOR  and  SILVERSTAR
<PAGE>

               may have  against the other at the closing  date  pursuant to the
               arrangements;

          1.4.19. "shareholding" all of the issued share capital in SILVERSTAR;

          1.4.20. "signature date" the date that this agreement is signed by the
               party signing last in time;

          1.4.21. "trigger event(s)" the event or events, as applicable, set out
               in clause 4 as being  required  to have taken  place prior to the
               closing date;

     1.5. If any provision in a definition is a substantive provision conferring
          a right or imposing an obligation  on any party then,  notwithstanding
          that it appears by way of  definition,  effect  shall be given to that
          provision  as if it were a  substantive  provision in the body of this
          agreement.

     1.6. Where a number of days is to be calculated from a particular day, such
          number  shall be  calculated  as  excluding  such  particular  day and
          commence on the next day. If the last day of such number so calculated
          falls on a day which is not a business  day, or any specific  calendar
          date given that is not a business  day, that last day or that specific
          date shall be deemed to fall upon 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.

2. OPTION

     2.1. GRANTOR  hereby  grants an  irrevocable  and  unconditional  right and
          option  to  SILVERSTAR,  which  right  and  option  SILVERSTAR  hereby
          accepts,  to  terminate  all the  rights of  GRANTOR  pursuant  to all
          arrangements  entered into with SILVERSTAR by which the rights against
<PAGE>


          SILVERSTAR  have  been  established  or,  alternatively,  cede all the
          rights and  arrangements  such that the AKANI GROUP  shall  obtain the
          benefit of all the rights associated with the arrangements.

     2.2. Unless  exercised prior to June 30, 2006, this option  agreement shall
          lapse  unless  AKANI GROUP or the  incumbent  individuals  are able to
          demonstrate  that not more than 2 (two) of the trigger  events  remain
          outstanding  whereupon  notification  shall be given in writing by the
          AKANI  GROUP to the  GRANTOR or that this  option  agreement  shall be
          extended by a further 12 (twelve) months.

     2.3. This option is granted on the following terms and conditions, namely -

          2.3.1. the option is  exercisable  at any date after the closing  date
               and SILVERSTAR is obligated to exercise the option not later than
               30 (thirty) days  thereafter by giving GRANTOR  written notice to
               such  effect  at  its  domicilium   address  as  set  out  below.
               Alternatively, the AKANI GROUP may exercise such option on behalf
               of  SILVERSTAR  by given  written  notice  to such  effect to the
               GRANTOR;

          2.3.2. the option is  exercisable  in whole only and may not otherwise
               be exercised in part;

          2.3.3.  payment of the  compensation  payment to GRANTOR is subject to
               the prior receipt by the AKANI GROUP of the documents of title;

          2.3.4. the total  compensation  payment paid to GRANTOR by  SILVERSTAR
               shall be R40 290 375,00  (forty  million  two  hundred and ninety
               thousand  three  hundred  and  seventy  five  rand)  and shall be
               payable  in  12  (twelve)  monthly  instalments  with  the  first
               instalment  falling due 1 (one) month after the closing  date and
               each
<PAGE>

               subsequent  payment  falling  due  upon  the  same  day  of  each
               succeeding month as follows:

               2.3.4.1.  the first  payment  instalment  shall be R3 357  500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand);

               2.3.4.2. the  second  payment  instalment  shall be R3 357 500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand);

               2.3.4.3.  the third  payment  instalment  shall be R3 357  500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand);

               2.3.4.4. the  fourth  payment  instalment  shall be R3 357 500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand);

               2.3.4.5.  the fifth  payment  instalment  shall be R3 357  500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand);

               2.3.4.6.  the sixth  payment  instalment  shall be R3 357  500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand);

               2.3.4.7. the seventh  payment  instalment  shall be R3 357 500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand);

               2.3.4.8. the  eighth  payment  instalment  shall be R3 357 500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand);

               2.3.4.9.  the ninth  payment  instalment  shall be R3 357  500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand);
<PAGE>

               2.3.4.10.  the tenth  payment  instalment  shall be R3 357 500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand);

               2.3.4.11. the eleventh payment  instalment shall be R3 357 500.00
                    (three  million  three  hundred  fifty seven  thousand  five
                    hundred rand); and

               2.3.4.12.  the final  payment  instalment  shall be R3 357 875.00
                    (three  million  three hundred  fifty seven  thousand  eight
                    hundred seventy five rand);

          2.3.5. the compensation  payment shall be exclusive of value added tax
               and value  added tax shall be paid by  SILVERSTAR  to the GRANTOR
               against  receipt  of a valid  value  added  tax  invoice  to such
               effect;

          2.3.6. upon the date of  exercise of the option,  the  termination  or
               cession of the rights of GRANTOR in  question  shall be deemed to
               have been  concluded  and in this  regard  GRANTOR  shall have no
               claims of whatsoever nature against SILVERSTAR save in respect of
               clause 5.7.

     2.4. By not later than 15 (fifteen)  business days  following the signature
          date,    the    documents    of   title    shall   be   lodged    with
          PricewaterhouseCoopers  to be held in escrow  pending the closing date
          with an irrevocable authority in favour of  PricewaterhouseCoopers  to
          release  the  documents  of title from  escrow  upon  exercise  of the
          options.

     2.5. To the  extent  that  cession  is  taken  of the  rights,  it shall be
          acquired  voetstoots and without any warranties or  representations of
          any nature whatsoever save that -

          2.5.1. GRANTOR shall be the beneficial owner thereof;
<PAGE>

          2.5.2. upon  exercise of the option  SILVERSTAR  shall become the sole
               and  exclusive  owner of the  rights;

          2.5.3. the rights can be transferred without any right of pre-emption,
               option, donation or stipulation alteri;

          2.5.4. the rights are not subject to any pledge, limitation,  notarial
               bond or any  encumbrance of whatsoever  nature;

          2.5.5. no  person  will  have any right of any  nature  whatsoever  to
               acquire the rights.

     2.6. Any amount  payable  hereunder  and not paid on due date shall attract
          interest at the default rate until the actual date of payment.

     2.7. The GRANTOR hereby  undertakes  that, with reference to itself and any
          of its employees,  agents or directors,  that, upon the exercise of an
          option -

          2.7.1. it shall waive,  indemnify and hold harmless  SILVERSTAR and/or
               the  AKANI  GROUP in  respect  of any and all past,  present  and
               future  claims  against  same,  save in respect of any failure by
               SILVERSTAR  in terms of clause 5.7 or to make  payment  when due,
               provided  that the  waiver  and  indemnity  does not apply if the
               closing date does not arrive;

          2.7.2. that they and any  entity in which  they or any  related  party
               have a  direct,  indirect  or  contingent  interest  will  not do
               anything or omit to do anything  which may impact  negatively and
               materially  on the events  leading up to the closing date and the
               activity  of  SILVERSTAR  subsequently  for a period of 3 (three)
               years after the closing date. For the purposes of clarity,  it is
               acknowledged by all parties that GRANTOR owns and operates casino
               businesses in South Africa which may be
<PAGE>

               in  competition  with the  businesses  of GRCR  and/or ALI and/or
               SILVERSTAR  and that this  clause  shall  not  serve to  preclude
               GRANTOR from continuing with its competitive trading practices in
               this regard nor shall it serve to preclude GRANTOR from expanding
               its  interests  within SOUTH  AFRICA or elsewhere in  competition
               with GRCR and/or ALI and/or SILVERSTAR.

     2.8. Nothing  in this  agreement  shall  impose  upon  the  AKANI  GROUP or
          SILVERSTAR  any  obligation  to  continue  to use the  GRANTOR for any
          services whatsoever.

     2.9. HOLDCO hereby warrants and represents that -

          2.9.1. only CENTURY RESORTS LIMITED has any rights and/or  obligations
               against SILVERSTAR;

          2.9.2. no other  company or  associated  company  within  the  CENTURY
               CASINOS group have any other rights or  obligations  in favour of
               or against  SILVERSTAR and hereby  indemnifies and holds harmless
               SILVERSTAR and the AKANI GROUP against any claim or rights or any
               such  company  or entity  which are not waived or  terminated  in
               terms of this agreement.

3. INDIVISIBLE TRANSACTION

     This  agreement  is one of a number of option  agreements  entered  into by
     SILVERSTAR  and the  AKANI  GROUP and by which  the  AKANI  GROUP  seeks to
     achieve the acquisition of the equity interest in SILVERSTAR. Together, the
     option agreements represent an indivisible transaction such that SILVERSTAR
     and/or the AKANI  GROUP will not be obliged to act in respect of any option
     agreement in  circumstances  where any one option agreement is not valid or
     cannot be exercised or is not entered into. However,  SILVERSTAR and/or the
     AKANI GROUP may in their absolute  discretion decide to
<PAGE>

     exercise any one or more of the options arising from the option  agreements
     without in such case being  obliged to exercise any or all of the remaining
     option agreements.

4. TRIGGER EVENTS AND CLOSING DATE

     The taking  place of the last  outstanding  of the  following  events shall
     bring about and constitute the closing date -

     4.1. the  entering  into of all  option  agreements,  including  the option
          agreements to acquire the equity shareholding in SILVERSTAR;

     4.2. the award of casino licence to SILVERSTAR;

     4.3. the issue of casino  licence  to  SILVERSTAR  on terms and  conditions
          acceptable to the AKANI GROUP;

     4.4. the  approval  by the board of the bid  commitments  attaching  to the
          casino licence on terms and conditions acceptable to the AKANI GROUP;

     4.5. the approval by the board of the contemplated changes in financial and
          management interest required to give effect to the acquisition;

     4.6. the approval, if required, of the Competition Commission / Tribunal;

     4.7. receipt,  pending only proclamation,  of the necessary town planning /
          township / zoning approvals;

     4.8. receipt,  from the appropriate  statutory  authority,  of a favourable
          record of decision to an application for authorisation in terms of the
          Environment  Conservation  Act (more  generally  known as "approval of
          EIA").
<PAGE>

5. GENERAL UNDERTAKINGS

     5.1. From the  signature  date,  SILVERSTAR  and the AKANI  GROUP  shall be
          entitled to all  documents and  information  relating to work that has
          been done in relation to the acquisition of the licence by SILVERSTAR,
          including  environmental  impact  studies and the like,  to the extent
          that such  information  is in the possession of the GRANTOR and is not
          otherwise subject to confidentiality  undertakings.  The GRANTOR shall
          render  all  assistance  reasonably  necessary  so  as  to  make  such
          information  available to the AKANI GROUP.  Material provided in terms
          of  this  clause  shall  be  made   available  to  AKANI  GROUP  on  a
          confidential  basis  and  which   confidentiality  shall  survive  any
          termination of this agreement and/or the options.

     5.2. The GRANTOR  shall use its  reasonable  endeavours to assist the AKANI
          GROUP in the successful  implementation  of the transaction as set out
          herein.

     5.3. AKANI GROUP shall only be obligated to fund a compensation  payment in
          respect of the options once the closing date has arrived.

     5.4. Direct  costs,  such as personal  exertion,  attendance  at  meetings,
          assistance  and time spent are to be borne by each party for their own
          account.

     5.5. upon exercise of the option, GRANTOR, hereby -

          5.5.1. waives,  indemnifies,  and holds  harmless all other parties to
               the  acquisition  and the parties to this agreement in respect of
               any and all past,  present and future rights  against each other,
               save in respect of any  failure  by  SILVERSTAR  and/or the AKANI
               GROUP to make  payment when due in respect of the exercise of the
               option and in respect of any failure by  SILVERSTAR in respect of
               clause 5.7 and the AKANI GROUP in respect of clause 5.8; and
<PAGE>

          5.5.2.  undertakes  that  they and any  entity  in which  they have an
               interest  will not do anything  or omit to do anything  which may
               impact  negatively and materially on the events leading up to the
               closing date and the activities of SILVERSTAR  subsequently for a
               period of 3 (three) years after the closing date,  save that, for
               the purposes of clarity,  it is  acknowledged by all parties that
               GRANTOR owns and operates casino businesses in South Africa which
               may be in  competition  with the  businesses  of GRCR  and/or ALI
               and/or  SILVERSTAR  and  that  this  clause  shall  not  serve to
               preclude  GRANTOR from continuing  with its  competitive  trading
               practices  in this regard nor shall it serve to preclude  GRANTOR
               from expanding its interests  within SOUTH AFRICA or elsewhere in
               competition with GRCR and/or ALI and/or SILVERSTAR; and

     5.6. GRANTOR  hereby waives any rights  relating to the  reasonable  use of
          confidential  information that may have been made available by them to
          SILVERSTAR  as part of the bid  process to acquire the licence and any
          other dealings  between those parties and shall permit  SILVERSTAR and
          the  AKANI  GROUP  to make  use of such  confidential  information  in
          connection  with the  continued  pursuit by  SILVERSTAR  of the casino
          licence from the signature date.

     5.7. SILVERSTAR  hereby  warrants to GRANTOR that, in the event this option
          agreement  is not  exercised  and/or  in the event  that  this  option
          agreement is exercised but the acquisition is subsequently  terminated
          or fails to close and  GRANTOR  has not  received  payment  in full in
          respect of an exercise of this option agreement, then SILVERSTAR shall
          take all  steps as may be  necessary  to  ensure  that any and all the
          rights  of  GRANTOR  in  existence  immediately  prior  to the time of
          signature of this option  agreement  shall remain  intact and in force
          and effect or be  restored  to that  status quo ante as if this option
          agreement had not been entered into.
<PAGE>


     5.8. AKANI GROUP  hereby  warrants to GRANTOR  that prior to the payment to
          GRANTOR of the total compensation payment recorded in clause 2.3.4, it
          shall not  deliberately  do, or cause to be done,  anything that would
          serve to the  prejudice  of the GRANTOR in respect of clause 5.7 other
          than in pursuance of its objective to acquire the equity  interests in
          SILVERSTAR and for the trigger events to take place.

     5.9. GRCR hereby  warrants to GRANTOR that  irrespective  of any  ownership
          arrangements  entered into in respect of SILVERSTAR  after the closing
          date,  GRCR shall be bound by the terms of this agreement as if it had
          been the sole party  contracting  with the  GRANTOR  under this option
          agreement and shall remain sole  guarantor for the  performance of the
          AKANI GROUP and, after the closing date,  SILVERSTAR,  until such time
          as the compensation payment has been paid in full or the agreement has
          been otherwise terminated in terms of clause 7.


6. LITIGATION AND SUSPENSION OF COMPENSATION PAYMENT

     6.1. In the event that legal action or official  intervention is instituted
          that  serves to delay the  advancement  of the  development  under the
          casino  licence,  and  such  legal  action  or  official  intervention
          substantially relates to any approval given in respect of the issue of
          the casino licence or other development approval but not substantially
          relating  to the  right  of the  AKANI  GROUP to take a  financial  or
          management interest in SILVERSTAR, then -

          6.1.1. the AKANI GROUP shall be  entitled to withhold  all  instalment
               payments that may then fall due; and

          6.1.2. 40% (forty per cent) of all  amounts  withheld in terms of this
               sub-clause  shall be paid into a separate  trust  account  and in
               respect  of which the  AKANI  GROUP  shall  have  signing  rights
               together  with a cession in  security  and all  amounts  shall be
               released  for payment in full by the AKANI GROUP  within 5 (five)
               business
<PAGE>

               days  of  the   resolution  of  that  legal  action  or  official
               intervention or upon any other  resumption of the development and
               the remaining 60% (sixty per cent) withheld shall be paid in full
               by the AKANI GROUP  within a further 15 (fifteen)  business  days
               thereafter,  subject  however  to the fact that the  AKANI  GROUP
               shall be entitled to withhold  100% (one hundred per cent) of any
               such amounts or  instalments  to the extent that the legal action
               or official  intervention has caused a delay in excess of 6 (six)
               months but shall make  payment in full of the amounts so withheld
               within 20 (twenty)  business days of the resolution of that legal
               action or official  intervention or upon any other  resumption of
               the development. Any interest that may have accrued in respect of
               the account concerned shall  simultaneously be released from this
               account and be paid to the AKANI GROUP;

          6.1.3. all  loans  shall in such case be repaid  mutatis  mutandis  in
               terms of the provisions of clause 6.2.8.

     6.2. In the event that legal action or official  intervention is instituted
          that is substantially in challenge of any approval given for the AKANI
          GROUP to take a financial or  management  interest in  SILVERSTAR  and
          SILVERSTAR  has  secured  all  other  approvals  by  which it would be
          otherwise  capable of proceeding with the development under the casino
          licence, then -

          6.2.1. the AKANI GROUP shall be  entitled to withhold  any  instalment
               payment that may then fall due; and

          6.2.2. 40% (forty per cent) of all  amounts  withheld in terms of this
               sub-clause  shall be paid into a separate  trust  account  and in
               respect  of which the  AKANI  GROUP  shall  have  signing  rights
               together with a cession in security; and
<PAGE>

          6.2.3. all  amounts  shall be  released  for  payment in full by AKANI
               GROUP within 5 (five)  business  days of the  resolution  of that
               legal  action  or  official   intervention   or  upon  any  other
               resumption of the development; and

          6.2.4. the remaining 60% (sixty per cent) shall be paid in full by the
               AKANI  GROUP  within  a  further  15  (fifteen)   business   days
               thereafter; and

          6.2.5. the AKANI GROUP shall be entitled to withhold 100% (one hundred
               percent) of such  amounts or  instalments  to the extent that the
               legal  action  or  official  intervention  has  caused a delay in
               excess of 6 (six)  months,  but shall make payment if full of the
               amount  so  withheld  within  20  (twenty)  business  days of the
               resolution of that legal action or official  intervention or upon
               any other resumption of the development; and

          6.2.6. any interest that may have accrued in respect  thereof shall be
               simultaneously  released from this account and distributed to the
               AKANI GROUP; and

          6.2.7. the AKANI GROUP may in its  discretion  decide to proceed  with
               the development  and/or continue making loans to SILVERSTAR under
               a separate  agreement and upon  reasonable  terms and  conditions
               with the  intention  that such loans shall enable  SILVERSTAR  to
               proceed  with and  complete  the  development  under  the  casino
               licence and commence and maintain operations thereunder; and

               6.2.7.1. the AKANI GROUP shall be permitted to charge interest on
                    all loans at the prime rate; and

               6.2.7.2. the options  shall  automatically  extend such that they
                    may be exercised for the benefit of the AKANI GROUP within a
                    period  of 3 (three)  years  from the  commencement  of such
                    litigation; and
<PAGE>


               6.2.7.3. the  compensation  payment  shall  escalate at the prime
                    rate,  provided  that all interest in respect of the amounts
                    paid  into the trust  account  referred  to in clause  6.2.2
                    shall be paid for the benefit of the AKANI GROUP; and

     6.2.8.

               6.2.8.1.  should  the  AKANI  GROUP,   in   consequence   of  any
                    unfavourable  ruling pursuant to that litigation or official
                    intervention,  be rendered  unable to exercise  the options,
                    then the  options  shall be deemed to have  lapsed and AKANI
                    GROUP  shall  continue to provide  such loans to  SILVERSTAR
                    which are reasonable for the purpose; and

               6.2.8.2.  SILVERSTAR  shall be granted a period of a further  one
                    year  from the date it shall  be so  notified  by the  AKANI
                    GROUP for SILVERSTAR to establish such alternative financing
                    arrangements that shall enable SILVERSTAR to repay the AKANI
                    GROUP for the  development and operating  finance  provided;
                    and

          6.2.9.  alternatively,  should the AKANI GROUP decide to continue with
               the  development  or retain its  interest  in  SILVERSTAR,  it is
               entitled  to  exercise  the  options  and/or  to cede all  rights
               therein or the shareholding in SILVERSTAR, as the case may be, to
               a third party which is not covered by any restriction (other than
               Competition  Commission  approval)  to  acquire  an  interest  in
               SILVERSTAR. For the avoidance of doubt, the event concerned shall
               not in  itself  prohibit  the AKANI  GROUP  from  exercising  the
               options on the basis that the AKANI GROUP shall in its discretion
               be entitled to decide  whether or not to terminate this agreement
               or to proceed with the  development  on the basis of disposing of
               these  interests or  shareholding in SILVERSTAR to a third party,
               which is not covered by any restriction  (other than  Competition
               Commission approval), as the case may be; and
<PAGE>


          6.2.10. in the event that the AKANI GROUP  elects to make cession to a
               third party,  the obligation to make any payment in terms of this
               agreement   shall  not  itself  be  ceded  and  shall  remain  an
               obligation of the AKANI GROUP.

     6.3. To the extent that any unfavourable  ruling is given against the AKANI
          GROUP  and/or  SILVERSTAR,  as  the  case  may  be,  in  terms  of the
          provisions  of clause 6.1 or clause 6.2,  and the AKANI  GROUP  and/or
          SILVERSTAR,  as  the  case  may  be,  elects  not  to  pursue,  or has
          exhausted,  any available remedy in law, all amounts paid by the AKANI
          GROUP  into the trust  account,  together  with  interest  accrued  in
          respect thereof, shall forthwith be repaid to the AKANI GROUP.

7. TERMINATION

     7.1. This   agreement   may  only  be   terminated   under  the   following
          circumstances -

          7.1.1.  immediately  upon receipt of a ruling  against the AKANI GROUP
               and/or SILVERSTAR, as the case may be, in terms of the provisions
               of  clause  6.1  or  clause  6.2  and  the  AKANI  GROUP   and/or
               SILVERSTAR,  as the case may be,  elects  not to  pursue,  or has
               exhausted, any available remedy in law or that it made use of any
               other provisions contained in clause 6;

          7.1.2. at the  election of the AKANI GROUP in the event of a breach by
               SILVERSTAR  or any  GRANTOR  of  clause  8;

          7.1.3. if the bid  commitments  and/or the terms and conditions of the
               licence are not reasonably acceptable to the AKANI GROUP; or

          7.1.4. if those bid commitments and/or terms and conditions be of such
               a nature that, in the entire discretion of the AKANI GROUP, there
               results a  development  budget  deficit  beyond that which can be
               accommodated; and
<PAGE>


          7.1.5. bona fide discussions between the AKANI GROUP and the incumbent
               individuals fail to identify alternative means by which the issue
               relating to the arrival of the trigger events can be accommodated
               and the  AKANI  GROUP in its  entire  discretion  remains  of the
               opinion   that  such  aspect  is   material  to  the   successful
               development and operation of the casino; then

          7.1.6. the AKANI GROUP may elect to terminate this agreement by giving
               notice to such effect to the other parties and to all grantors no
               later  than one month from  notification  by the board of the bid
               commitments  and terms  and  conditions  that  they will  finally
               approve;

     7.2. In the event of a termination,  this agreement shall be deemed to have
          terminated but clause 5.7 shall remain in force and effect and binding
          upon SILVERSTAR and GRANTOR.

8. EXCLUSIVITY

     The parties shall work  together  with a view to implement the  transaction
     successfully and as soon as possible in the circumstances.  They agree that
     they shall not be entitled to commence negotiations with any third party in
     respect of the subject  transaction  until such time as this  agreement has
     been  terminated.  Neither  SILVERSTAR  nor the  GRANTOR  shall  under  any
     circumstances  whatsoever be entitled during the duration of this agreement
     to become interested in any other  negotiations in terms of which any third
     party will acquire any interest in  SILVERSTAR or the licence that might be
     prejudicial  to the AKANI GROUP's  ability to enjoy full and timely benefit
     of  its  rights  associated  with  this  agreement.

9.  ANNOUNCEMENTS

     No  announcement  shall be made by any party  until such time as allowed by
     the  other or as may be  required  by law and a  request  by one  party for
     allowance   by   the   other   shall   be   given    consideration   on   a
     time-is-of-the-essence  basis.  Should any announcement be required by law,
     adequate and timely  notice  shall be given to the other  parties as to the
     content  and  timing of any such  announcement.  For
<PAGE>

     the  purposes of this clause,  notification  by one party to another may be
     made by e-mail at the addresses listed in clause 13.

10. DISCLOSURE

     10.1.Except  as  indicated  herein,   the  parties   acknowledge  that  any
          information   supplied  in  connection   with  this  agreement  or  in
          connection with each other's  business affairs which has or may in any
          way whatsoever be transferred or come into the possession or knowledge
          of any of them ("the receiving  party") may consist of confidential or
          proprietary  information,  disclosure  of  which  to or use  by  third
          parties might be damaging to the party concerned.

     10.2.The  receiving  party  therefore  agrees  to hold  such  material  and
          information  in the  strictest  confidence,  to  prevent  any  copying
          thereof by whatever  means and not to make use thereof  other than for
          the purposes of this option  agreement  and to release it only to such
          properly  authorised  directors,  employees or third parties requiring
          such  information for the purposes of this option  agreement and agree
          not to release or disclose it to any other party who has not signed an
          agreement  expressly  binding  himself not to use or disclose it other
          than for the purposes of this agreement.

     10.3.The  undertaking  and  obligations  contained in this clause 10 do not
          apply to information which -

          10.3.1. is publicly  available at the date of disclosure or thereafter
               becomes publicly available from sources other than the parties;

          10.3.2. is already in possession  of the receiving  party prior to its
               receipt by or disclosure to such receiving party;

          10.3.3.  is  required  by  law  or  any  regulatory  authority  to  be
               disclosed;
<PAGE>


          10.3.4. after being  disclosed to the receiving  party is disclosed by
               any other person to the receiving  party otherwise than in breach
               of any obligation of confidentiality.

     10.4.The  parties  shall  take  such  precautions  as may be  necessary  to
          maintain  the  secrecy  and   confidentiality  of  such  material  and
          information  in respect of its  directors,  employees,  agents  and/or
          directors or employees or agents of any  assignee,  sub-contractor  or
          distributor or any other person to whom such confidential  information
          may have been or will be disclosed.

11. BREACH

     If, after the entering into of the  agreements  for the options,  any party
     ("the  defaulting  party")  breaches any material term and/or  condition of
     this option agreement and fails to remedy such breach within a period of 14
     (fourteen)  days after  receipt of written  notice  from any other party to
     remedy same, the aggrieved  party shall be entitled,  without  prejudice to
     any other rights which it may have in terms of this agreement or at law, to
     cancel this agreement or to claim immediate specific performance, in either
     case without prejudice to its rights to claim damages.

12. SIGNATURE IN COUNTERPARTS

     This option agreement may be executed in several  counterparts,  whether by
     way of  facsimile  or  otherwise,  each of  which  shall,  taken  together,
     constitute one and the same instrument.


13. DOMICILIUM CITANDI ET EXECUTANDI

     13.1.The parties  choose as their  domicilia  citandi et executandi for all
          purposes  under  this  option  agreement,  whether in respect of court
          process,  notices or other documents or  communications  of whatsoever
          nature the following addresses :

          13.1.1. GRCR:

                    Physical: Gold Reef City
                              Gate 4
                              Northern Parkway
                              Ormonde
<PAGE>


                              Telefax: (011) 248-6886

                              e-mail:


          13.1.2. ALI:

                    Physical: Gold Reef City
                              Gate 4
                              Northern Parkway
                              Ormonde

                              Telefax: (011) 248-6886

                              e-mail:


          13.1.3. GRANTOR :

                    Physical: c/o L&P Financial Services
                              Attn: Richard Arlove
                              Fifth Floor TM Building
                              Pope Hennessey Street
                              Port St Louis
                              Mauritius

                              and with copy to Holdco


                              Telefax: +1 (707) 982 7586

                              e-mail:  hoetzingerp@cs.com


          13.1.4. SILVERSTAR:

                    Physical: c/o 34 Buffalo Thorn Road
                              Attn: James Forbes
                              Fourways Gardens
                              Fourways 2055
                              Johannesburg

                              Telefax: +27 86 672-6282

                              e-mail:  jforbes@mweb.co.za

          13.1.5. HOLDCO:

                    Physical: 1263 Lake Plaza DR. Suite A
                              Attn: Peter Hoetzinger
                              Colorado Springs, CO 80906
<PAGE>

                              USA

                              Telefax: +1 (707) 982 7586

                              e-mail:  hoetzingerp@cs.com



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

     13.3.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 in respect of GRANTOR, HOLDCO, and
          Century Casinos Africa (Pty) Limited,  in the country their respective
          domicile, 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.

     13.4. Any notice to a party -

          13.4.1. 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);

          13.4.2.  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

          13.4.3. sent by telefax to its chosen  telefax  number  stipulated  in
               clause 13.1, shall be deemed to have been received on the date of
               despatch (unless the contrary is proved).
<PAGE>

     13.5.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.

     13.6.To the extent  that any notice is given by a party,  it shall  equally
          give notice by way of e-mail.

14.  DETERMINATION

     Should any dispute  arise between the parties as to the  quantification  of
     any    amount,    such    dispute    shall   be    referred   to   auditors
     PricewaterhouseCoopers -

     14.1. who shall act as experts and not as arbitrators;

     14.2. who shall make a decision as soon as possible in the circumstances;

     14.3. who shall allow each party to make written representations to them;

     14.4.whose decision,  except for manifest error, shall be final and binding
          on the parties on the basis that  PricewaterhouseCoopers  shall decide
          which party is responsible for their costs and expenses.

15. WHOLE AGREEMENT, NO AMENDMENT

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

     15.2.No amendment or consensual  cancellation  of this option  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 option
          agreement and no extension of time, waiver or relaxation or suspension
          of  or  agreement  not
<PAGE>

          to enforce or to suspend or  postpone  the  enforcement  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.

     15.3.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  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.

     15.4.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.

16. COSTS

     Each party shall pay its own costs  pursuant to the  negotiation,  drafting
     and implementation of this agreement.

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: GOLD REEF CASINO RESORTS
01/12/2004                                             LIMITED
                      2.  Shahrina Ramphaul//s//       Christian Neuberger//s//

<PAGE>
                      1.  Debra Wessels//s//      For: AKANI LEISURE INVESTMENTS
12/01/2004                                             (PROPRIETARY) LIMITED
                      2.  Shahrina Ramphaul//s//       Richard Moloko//s//


                      1.  Debra Wessels//s//      For: SILVERSTAR DEVELOPMENT
12/01/2004                                             LIMITED
                      2.  Shahrina Ramphaul//s//       Jose Da Silva//s//


                      1.  Debra Wessels//s//      For: CENTURY RESORTS LIMITED
12/01/2004            2.  Shahrina Ramphaul//s//       Christian Gernert//s//


                      1.  Debra Wessels//s//      For: CENTURY CASINOS
12/01/2004                                             INCORPORATED
                      2.  Shahrina Ramphaul//s//       Christian Gernert//s//
<PAGE>


                          TABLE OF CONTENTS
- ------------------------------------------------------------------
CLAUSE NUMBER AND DESCRIPTION                                PAGE
- ------------------------------------------------------------------


1.     INTERPRETATION...........................................4


2.     OPTION...................................................8


3.     INDIVISIBLE TRANSACTION.................................13


4.     TRIGGER EVENTS AND CLOSING DATE.........................14


5.     GENERAL UNDERTAKINGS....................................15


6.     LITIGATION AND SUSPENSION OF COMPENSATION PAYMENT.......17


7.     TERMINATION.............................................21


8.     EXCLUSIVITY.............................................22


9.     ANNOUNCEMENTS...........................................22


10.    DISCLOSURE..............................................23


11.    BREACH..................................................24


12.    SIGNATURE IN COUNTERPARTS...............................24


13.    DOMICILIUM CITANDI ET EXECUTANDI........................24


14.    DETERMINATION...........................................27


15.    WHOLE AGREEMENT, NO AMENDMENT...........................27


16.    COSTS.................................................  28

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10_142.txt
<DESCRIPTION>8K--CENTURY CASINOS WEST RAND OPTION AGREEMENT
<TEXT>
                                OPTION AGREEMENT


                              entered into between


                        GOLD REEF CASINO RESORTS LIMITED
                        (Registration No. 1989/002108/06)
                                    ("GRCR")

                                       and

                 AKANI LEISURE INVESTMENTS (PROPRIETARY) LIMITED
                        (Registration No. 1998/002583/07)
                                     ("ALI")
          (GRCR and ALI collectively referred to as "the AKANI GROUP")

                                       and

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

                                       and

                 CENTURY CASINOS WEST RAND (PROPRIETARY) LIMITED
                        (Registration No. 1997/019274/07)
                                   "GRANTOR")



<PAGE>




WHEREAS:

o    SILVERSTAR DEVELOPMENT LIMITED ("SILVERSTAR") has made an application for a
     casino  licence in the Western  Gauteng  region ("the  application")  to be
     located  on  portions  39,  104  and  106 of the  farm  Roodekrans  183 IQ,
     Krugersdorp;

o    although the High Court of South Africa (Transvaal Provincial Division) has
     ordered  that the  licence is to be awarded to  SILVERSTAR  by the  Gauteng
     Gambling Board ("the board"),  the board has not yet done so and SILVERSTAR
     has been involved in lengthy  litigation  resulting in SILVERSTAR not being
     able to commence with the development of the casino operations on the land;

o    the  AKANI  GROUP  has   expressed   an  interest  to  acquire  the  entire
     shareholding  in  SILVERSTAR  once the casino  licence has been  awarded to
     SILVERSTAR  free of any and all  obligations  for the  payment of fees that
     SILVERSTAR may have previously  undertaken or in respect of any commitments
     already made or expenses or obligations already incurred;

o    GRANTOR is a party to an agreement or agreements or  commitments or binding
     obligations  under which  GRANTOR  may have  rendered  certain  services or
     delivered certain goods to SILVERSTAR or may have certain current or future
     direct  or  contingent  rights  against,   or  obligations  to,  SILVERSTAR
     (collectively "the rights");

o    the AKANI  GROUP,  JOSE DA SILVA  AND JAMES  FORBES  have  entered  into an
     agreement in terms of which the AKANI GROUP is to acquire the entire equity
     interest in SILVERSTAR;

o    in terms of that agreement,  SILVERSTAR and/or the AKANI GROUP are to enter
     into all the option  agreements  on the basis that the rights are either to
     be terminated or that all of the rights are to be ceded to the AKANI GROUP;

o    GRANTOR  agrees to cede and  delegate  all of its rights  and  obligations,
     alternatively  to terminate and waive all of its rights and  obligations on
     the terms and conditions set out herein;
<PAGE>


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

1.  INTERPRETATION

     1.1. This agreement shall be exclusively governed and interpreted according
          to the laws of the Republic of South Africa in all respects.

     1.2. The headings to the clauses of this  agreement  shall be deemed not to
          form part of this agreement and shall not affect its interpretation.

     1.3. Except where the context clearly indicates a contrary  intention,  the
          singular  includes  the plural and vice  versa,  words  importing  the
          neuter gender include other genders and vice versa,  the word "person"
          includes a company and any other juristic person and a partnership and
          any other body of persons  (whether  corporate  or  incorporate),  and
          includes in each instance their successors in title.

     1.4. The parties  defined above shall maintain their meanings as so defined
          and the following expressions shall bear the meanings ascribed to them
          hereunder:

          1.4.1.  "the   acquisition"   the  acquisition  of  the  totality  and
               collectively,  all  interests  and  the  rights  to be  acquired,
               directly  or   indirectly,   by  AKANI  GROUP  in  terms  of  the
               transaction of which this agreement is a part;

          1.4.2. "the  arrangements"  means any and all  agreements,  contracts,
               understandings,  commitments or arrangements of whatsoever nature
               concluded between the GRANTOR or SILVERSTAR,  whether enforceable
               or not prior to the closing date;
<PAGE>


          1.4.3.  "bid  commitments"  all  deliverables   committed  to  in  the
               application or as may be  subsequently  varied by approval of the
               board;

          1.4.4. "closing date" the date upon the last of the trigger events has
               taken place;

          1.4.5. "compensation payment" any amount paid or payable by SILVERSTAR
               to GRANTOR pursuant to the exercise of the option set out herein;

          1.4.6.  "default  rate" the prime  overdraft  rate  quoted by  Nedbank
               Limited  plus 3%  (three  per  cent)  calculated  nominal  annual
               compounded monthly in arrear;

          1.4.7. "documents of title" together, all of the following -

               1.4.7.1. this agreement;

               1.4.7.2. a resolution of the board of directors of GRANTOR passed
                    in accordance  with the articles of  association  of GRANTOR
                    empowering GRANTOR to enter into this agreement;

               1.4.7.3. written  cession of all the rights of whatsoever  nature
                    which  GRANTOR may have against  SILVERSTAR in favour of the
                    AKANI GROUP,
<PAGE>

                    alternatively,  a written acknowledge-ment of termination or
                    waiver of any or all such rights;

               1.4.7.4. a resolution  of the board of  directors  of  SILVERSTAR
                    passed in  accordance  with the articles of  association  of
                    SILVERSTAR  acknowledging  and consenting to the termination
                    or cession of the rights;  and

               1.4.7.5. a written  cession of the rights  against  SILVERSTAR to
                    the AKANI GROUP

          1.4.8. "elective termination" any termination pursuant to clause 7;

          1.4.9. "equity  acquisition" the purchase by AKANI GROUP of all of the
               issued share  capital in and claims (if any)  against  SILVERSTAR
               from its  individual  shareholders  on the  basis  that  both the
               shares  and the  company  shall be free and  clear of any  claim,
               obligation or encumbrance of whatsoever nature unless such claim,
               obligation  or  encumbrance  has been  approved in writing by the
               AKANI GROUP;

          1.4.10. "equity option(s)" the option agreement or agreements by which
               AKANI GROUP shall  purchase all of
<PAGE>

               the  issued  share  capital  in,  and all  rights (if any) of the
               existing   shareholders  against  SILVERSTAR  from  the  existing
               shareholders;

          1.4.11. "existing  shareholders"  those persons who are the registered
               holders and  beneficial  owners of the shares in SILVERSTAR  that
               constitute  all of the issued share  capital at any time from the
               signature date until immediately prior to the closing date;

          1.4.12.  "GRANTOR"  CENTURY  CASINOS  WEST RAND  (PROPRIETARY)LIMITED,
               Registration   Number    1997/019274/07;

          1.4.13. "incumbent individuals" Jose da Silva and James Forbes;

          1.4.14. "the licence" a casino licence for which the  application  was
               made;

          1.4.15. "the option  agreements" means all of the option agreements to
               be entered into by amongst  SILVERSTAR and the holders of all the
               rights against SILVERSTAR pursuant to agreements, understandings,
               commitments  and/or  arrangements   entered  into  between  these
               parties and SILVERSTAR;

          1.4.16. "the options" the option agreements collectively;

          1.4.17. "parties" the persons entering into this agreement;
<PAGE>

          1.4.18.  "the  rights"  all  rights  and  obligations  and  claims  of
               whatsoever  nature  which the  GRANTOR  and  SILVERSTAR  may have
               against   the  other  at  the  closing   date   pursuant  to  the
               arrangements;

          1.4.19. "shareholding" all of the issued share capital in SILVERSTAR;

          1.4.20. "signature date" the date that this agreement is signed by the
               party signing last in time;

          1.4.21. "trigger event(s)" the event or events, as applicable, set out
               in clause 4 as being  required  to have taken  place prior to the
               closing date;

     1.5. If any provision in a definition is a substantive provision conferring
          a right or imposing an obligation  on any party then,  notwithstanding
          that it appears by way of  definition,  effect  shall be given to that
          provision  as if it were a  substantive  provision in the body of this
          agreement.

     1.6. Where a number of days is to be calculated from a particular day, such
          number  shall be  calculated  as  excluding  such  particular  day and
          commence on the next day. If the last day of such number so calculated
          falls on a day which is not a business  day, or any specific  calendar
          date given that is not a business  day, that last day or that specific
          date shall be deemed to fall upon 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.

2. OPTION
<PAGE>

     2.1. GRANTOR  hereby  grants an  irrevocable  and  unconditional  right and
          option  to  SILVERSTAR,  which  right  and  option  SILVERSTAR  hereby
          accepts,  to  terminate  all the  rights of  GRANTOR  pursuant  to all
          arrangements  entered into with SILVERSTAR by which the rights against
          SILVERSTAR  have  been  established  or,  alternatively,  cede all the
          rights and  arrangements  such that the AKANI GROUP  shall  obtain the
          benefit of all the rights associated with the arrangements.

     2.2. Unless  exercised prior to June 30, 2006, this option  agreement shall
          lapse  unless  AKANI GROUP or the  incumbent  individuals  are able to
          demonstrate  that not more than 2 (two) of the trigger  events  remain
          outstanding  whereupon  notification  shall be given in writing by the
          AKANI  GROUP to the  GRANTOR or that this  option  agreement  shall be
          extended by a further 12 (twelve) months.

     2.3. This option is granted on the following terms and conditions, namely -

          2.3.1. the option is  exercisable  at any date after the closing  date
               and SILVERSTAR is obligated to exercise the option not later than
               30 (thirty) days  thereafter by giving GRANTOR  written notice to
               such  effect  at  its  domicilium   address  as  set  out  below.
               Alternatively, the AKANI GROUP may exercise such option on behalf
               of  SILVERSTAR  by given  written  notice  to such  effect to the
               GRANTOR;

          2.3.2. the option is  exercisable  in whole only and may not otherwise
               be exercised in part;

          2.3.3.  payment of the  compensation  payment to GRANTOR is subject to
               the prior receipt by the AKANI GROUP of the documents of title;
<PAGE>

               2.3.3.1.  the  total  compensation  payment  paid to  GRANTOR  by
                    SILVERSTAR  shall be R1.00 (one rand) and shall be payable 1
                    (one) month after the closing date.

          2.3.4. the compensation  payment shall be exclusive of value added tax
               and value  added tax shall be paid by  SILVERSTAR  to the GRANTOR
               against  receipt  of a valid  value  added  tax  invoice  to such
               effect;

          2.3.5. upon the date of  exercise of the option,  the  termination  or
               cession of the rights of GRANTOR in  question  shall be deemed to
               have been  concluded  and in this  regard  GRANTOR  shall have no
               claims of whatsoever nature against SILVERSTAR save in respect of
               clause 5.7.

     2.4. By not later than 15 (fifteen)  business days  following the signature
          date,    the    documents    of   title    shall   be   lodged    with
          PricewaterhouseCoopers  to be held in escrow  pending the closing date
          with an irrevocable authority in favour of  PricewaterhouseCoopers  to
          release  the  documents  of title from  escrow  upon  exercise  of the
          options.

     2.5. To the  extent  that  cession  is  taken  of the  rights,  it shall be
          acquired  voetstoots and without any warranties or  representations of
          any nature whatsoever save that -

          2.5.1. GRANTOR shall be the beneficial owner thereof;

          2.5.2. upon  exercise of the option  SILVERSTAR  shall become the sole
               and exclusive owner of the rights;

          2.5.3. the rights can be transferred without any right of pre-emption,
               option, donation or stipulation alteri;
<PAGE>

          2.5.4. the rights are not subject to any pledge, limitation,  notarial
               bond or any encumbrance of whatsoever nature;

          2.5.5. no  person  will  have any right of any  nature  whatsoever  to
               acquire the rights.

     2.6. Any amount  payable  hereunder  and not paid on due date shall attract
          interest at the default rate until the actual date of payment.

     2.7. The GRANTOR hereby  undertakes  that, with reference to itself and any
          of its employees,  agents or directors,  that, upon the exercise of an
          option -

          2.7.1. it shall waive,  indemnify and hold harmless  SILVERSTAR and/or
               the  AKANI  GROUP in  respect  of any and all past,  present  and
               future  claims  against  same,  save in respect of any failure by
               SILVERSTAR  in terms of clause 5.7 or to make  payment  when due,
               provided  that the  waiver  and  indemnity  does not apply if the
               closing date does not arrive;

          2.7.2. that they and any  entity in which  they or any  related  party
               have a  direct,  indirect  or  contingent  interest  will  not do
               anything or omit to do anything  which may impact  negatively and
               materially  on the events  leading up to the closing date and the
               activity  of  SILVERSTAR  subsequently  for a period of 3 (three)
               years after the closing date.

     2.8. Nothing  in this  agreement  shall  impose  upon  the  AKANI  GROUP or
          SILVERSTAR  any  obligation  to  continue  to use the  GRANTOR for any
          services whatsoever.

3. INDIVISIBLE TRANSACTION
<PAGE>

     This  agreement  is one of a number of option  agreements  entered  into by
     SILVERSTAR  and the  AKANI  GROUP and by which  the  AKANI  GROUP  seeks to
     achieve the acquisition of the equity interest in SILVERSTAR. Together, the
     option agreements represent an indivisible transaction such that SILVERSTAR
     and/or the AKANI  GROUP will not be obliged to act in respect of any option
     agreement in  circumstances  where any one option agreement is not valid or
     cannot be exercised or is not entered into. However,  SILVERSTAR and/or the
     AKANI GROUP may in their absolute  discretion decide to exercise any one or
     more of the options arising from the option agreements without in such case
     being obliged to exercise any or all of the remaining option agreements.

4. TRIGGER EVENTS AND CLOSING DATE

     The taking  place of the last  outstanding  of the  following  events shall
     bring about and constitute the closing date -

     4.1. the  entering  into of all  option  agreements,  including  the option
          agreements to acquire the equity shareholding in SILVERSTAR;

     4.2. the award of casino licence to SILVERSTAR;

     4.3. the issue of casino  licence  to  SILVERSTAR  on terms and  conditions
          acceptable to the AKANI GROUP;

     4.4. the  approval  by the board of the bid  commitments  attaching  to the
          casino licence on terms and conditions acceptable to the AKANI GROUP;

     4.5. the approval by the board of the contemplated changes in financial and
          management interest required to give effect to the acquisition;

     4.6. the approval, if required, of the Competition Commission / Tribunal;
<PAGE>

     4.7. receipt,  pending only proclamation,  of the necessary town planning /
          township / zoning approvals;

     4.8. receipt,  from the appropriate  statutory  authority,  of a favourable
          record of decision to an application for authorisation in terms of the
          Environment  Conservation  Act (more  generally  known as "approval of
          EIA").

5. GENERAL UNDERTAKINGS

     5.1. From the  signature  date,  SILVERSTAR  and the AKANI  GROUP  shall be
          entitled to all  documents and  information  relating to work that has
          been done in relation to the acquisition of the licence by SILVERSTAR,
          including  environmental  impact  studies and the like,  to the extent
          that such  information  is in the possession of the GRANTOR and is not
          otherwise subject to confidentiality  undertakings.  The GRANTOR shall
          render  all  assistance  reasonably  necessary  so  as  to  make  such
          information  available to the AKANI GROUP.  Material provided in terms
          of  this  clause  shall  be  made   available  to  AKANI  GROUP  on  a
          confidential  basis  and  which   confidentiality  shall  survive  any
          termination of this agreement and/or the options.

     5.2. The GRANTOR  shall use its  reasonable  endeavours to assist the AKANI
          GROUP in the successful  implementation  of the transaction as set out
          herein.

     5.3. AKANI GROUP shall only be obligated to fund a compensation  payment in
          respect of the options once the closing date has arrived.

     5.4. Direct  costs,  such as personal  exertion,  attendance  at  meetings,
          assistance  and time spent are to be borne by each party for their own
          account.

     5.5. Upon exercise of the option,  each person in their individual capacity
          and in their  representative  capacity in respect of any  company,  if
          applicable, hereby -
<PAGE>

          5.5.1. waives,  indemnifies,  and holds  harmless all other parties to
               the  acquisition  and the parties to this agreement in respect of
               any and all past,  present and future rights  against each other,
               save in respect of any  failure  by  SILVERSTAR  and/or the AKANI
               GROUP to make  payment when due in respect of the exercise of the
               option and in respect of any failure by  SILVERSTAR in respect of
               clause 5.7 and the AKANI GROUP in respect of clause 5.8; and

          5.5.2.  undertakes  that  they and any  entity  in which  they have an
               interest  will not do anything  or omit to do anything  which may
               impact  negatively and materially on the events leading up to the
               closing date and the activities of SILVERSTAR  subsequently for a
               period of 3 (three) years after the closing date.; and

     5.6. GRANTOR  hereby waives any rights  relating to the  reasonable  use of
          confidential  information that may have been made available by them to
          SILVERSTAR  as part of the bid  process to acquire the licence and any
          other dealings  between those parties and shall permit  SILVERSTAR and
          the  AKANI  GROUP  to make  use of such  confidential  information  in
          connection  with the  continued  pursuit by  SILVERSTAR  of the casino
          licence from the signature date.

     5.7. SILVERSTAR  hereby  warrants to GRANTOR that, in the event this option
          agreement  is not  exercised  and/or  in the event  that  this  option
          agreement is exercised but the acquisition is subsequently  terminated
          or fails to close and  GRANTOR  has not  received  payment  in full in
          respect of an exercise of this option agreement, then SILVERSTAR shall
          take all  steps as may be  necessary  to  ensure  that any and all the
          rights  of  GRANTOR  in  existence  immediately  prior  to the time of
          signature of this option  agreement  shall remain  intact and in force
          and effect or be  restored  to that  status quo ante as if this option
          agreement had not been entered into.
<PAGE>

     5.8. AKANI GROUP  hereby  warrants to GRANTOR  that prior to the payment to
          GRANTOR of the total compensation  payment recorded in clause 2.3.3.1,
          it shall not deliberately do, or cause to be done, anything that would
          serve to the  prejudice  of the GRANTOR in respect of clause 5.7 other
          than in pursuance of its objective to acquire the equity  interests in
          SILVERSTAR and for the trigger events to take place.

     5.9. GRCR hereby  warrants to GRANTOR that  irrespective  of any  ownership
          arrangements  entered into in respect of SILVERSTAR  after the closing
          date,  GRCR shall be bound by the terms of this agreement as if it had
          been the sole party  contracting  with the  GRANTOR  under this option
          agreement and shall remain sole  guarantor for the  performance of the
          AKANI GROUP and, after the closing date,  SILVERSTAR,  until such time
          as the compensation payment has been paid in full or the agreement has
          been otherwise terminated in terms of clause 7.


6.   LITIGATION AND SUSPENSION OF COMPENSATION PAYMENT

     6.1. In the event that legal action or official  intervention is instituted
          that  serves to delay the  advancement  of the  development  under the
          casino  licence,  and  such  legal  action  or  official  intervention
          substantially relates to any approval given in respect of the issue of
          the casino licence or other development approval but not substantially
          relating  to the  right  of the  AKANI  GROUP to take a  financial  or
          management interest in SILVERSTAR, then -

          6.1.1. the AKANI GROUP shall be  entitled to withhold  all  instalment
               payments that may then fall due; and

          6.1.2. 40% (forty per cent) of all  amounts  withheld in terms of this
               sub-clause  shall be paid into a separate  trust  account  and in
               respect  of which the  AKANI  GROUP  shall  have  signing  rights
               together  with a cession in  security  and all  amounts  shall be
               released  for payment in full by the AKANI GROUP  within 5 (five)
               business
<PAGE>

               days  of  the   resolution  of  that  legal  action  or  official
               intervention or upon any other  resumption of the development and
               the remaining 60% (sixty per cent) withheld shall be paid in full
               by the AKANI GROUP  within a further 15 (fifteen)  business  days
               thereafter,  subject  however  to the fact that the  AKANI  GROUP
               shall be entitled to withhold  100% (one hundred per cent) of any
               such amounts or  instalments  to the extent that the legal action
               or official  intervention has caused a delay in excess of 6 (six)
               months but shall make  payment in full of the amounts so withheld
               within 20 (twenty)  business days of the resolution of that legal
               action or official  intervention or upon any other  resumption of
               the development. Any interest that may have accrued in respect of
               the account concerned shall  simultaneously be released from this
               account and be paid to the AKANI GROUP;

          6.1.3. all  loans  shall in such case be repaid  mutatis  mutandis  in
               terms of the provisions of clause 6.2.8.

     6.2. In the event that legal action or official  intervention is instituted
          that is substantially in challenge of any approval given for the AKANI
          GROUP to take a financial or  management  interest in  SILVERSTAR  and
          SILVERSTAR  has  secured  all  other  approvals  by  which it would be
          otherwise  capable of proceeding with the development under the casino
          licence, then -

          6.2.1. the AKANI GROUP shall be  entitled to withhold  any  instalment
               payment that may then fall due; and

          6.2.2. 40% (forty per cent) of all  amounts  withheld in terms of this
               sub-clause  shall be paid into a separate  trust  account  and in
               respect  of which the  AKANI  GROUP  shall  have  signing  rights
               together with a cession in security; and
<PAGE>

          6.2.3. all  amounts  shall be  released  for  payment in full by AKANI
               GROUP within 5 (five)  business  days of the  resolution  of that
               legal  action  or  official   intervention   or  upon  any  other
               resumption of the development; and

          6.2.4. the remaining 60% (sixty per cent) shall be paid in full by the
               AKANI  GROUP  within  a  further  15  (fifteen)   business   days
               thereafter; and

          6.2.5. the AKANI GROUP shall be entitled to withhold 100% (one hundred
               percent) of such  amounts or  instalments  to the extent that the
               legal  action  or  official  intervention  has  caused a delay in
               excess of 6 (six)  months,  but shall make payment if full of the
               amount  so  withheld  within  20  (twenty)  business  days of the
               resolution of that legal action or official  intervention or upon
               any other resumption of the development; and

          6.2.6. any interest that may have accrued in respect  thereof shall be
               simultaneously  released from this account and distributed to the
               AKANI GROUP; and

          6.2.7. the AKANI GROUP may in its  discretion  decide to proceed  with
               the development  and/or continue making loans to SILVERSTAR under
               a separate  agreement and upon  reasonable  terms and  conditions
               with the  intention  that such loans shall enable  SILVERSTAR  to
               proceed  with and  complete  the  development  under  the  casino
               licence and commence and maintain operations thereunder; and

               6.2.7.1. the AKANI GROUP shall be permitted to charge interest on
                    all loans at the prime rate; and

               6.2.7.2. the options  shall  automatically  extend such that they
                    may be exercised for the benefit of the AKANI GROUP within a
                    period  of 3 (three)  years  from the  commencement  of such
                    litigation; and
<PAGE>

               6.2.7.3. the  compensation  payment  shall  escalate at the prime
                    rate,  provided  that all interest in respect of the amounts
                    paid  into the trust  account  referred  to in clause  6.2.2
                    shall be paid for the benefit of the AKANI GROUP; and

          6.2.8.

               6.2.8.1.  should  the  AKANI  GROUP,   in   consequence   of  any
                    unfavourable  ruling pursuant to that litigation or official
                    intervention,  be rendered  unable to exercise  the options,
                    then the  options  shall be deemed to have  lapsed and AKANI
                    GROUP  shall  continue to provide  such loans to  SILVERSTAR
                    which  are   reasonable   for  the  purpose;  and

               6.2.8.2.  SILVERSTAR  shall be granted a period of a further  one
                    year  from the date it shall  be so  notified  by the  AKANI
                    GROUP for SILVERSTAR to establish such alternative financing
                    arrangements that shall enable SILVERSTAR to repay the AKANI
                    GROUP for the  development and operating  finance  provided;
                    and

          6.2.9.  alternatively,  should the AKANI GROUP decide to continue with
               the  development  or retain its  interest  in  SILVERSTAR,  it is
               entitled  to  exercise  the  options  and/or  to cede all  rights
               therein or the shareholding in SILVERSTAR, as the case may be, to
               a third party which is not covered by any restriction (other than
               Competition  Commission  approval)  to  acquire  an  interest  in
               SILVERSTAR. For the avoidance of doubt, the event concerned shall
               not in  itself  prohibit  the AKANI  GROUP  from  exercising  the
               options on the basis that the AKANI GROUP shall in its discretion
               be entitled to decide  whether or not to terminate this agreement
               or to proceed with the  development  on the basis of disposing of
               these  interests or  shareholding in SILVERSTAR to a third party,
               which is not covered by any restriction  (other than  Competition
               Commission  approval),  as the case may be;  and
<PAGE>

          6.2.10. in the event that the AKANI GROUP  elects to make cession to a
               third party,  the obligation to make any payment in terms of this
               agreement   shall  not  itself  be  ceded  and  shall  remain  an
               obligation of the AKANI GROUP.

     6.3. To the extent that any unfavourable  ruling is given against the AKANI
          GROUP  and/or  SILVERSTAR,  as  the  case  may  be,  in  terms  of the
          provisions  of clause 6.1 or clause 6.2,  and the AKANI  GROUP  and/or
          SILVERSTAR,  as  the  case  may  be,  elects  not  to  pursue,  or has
          exhausted,  any available remedy in law, all amounts paid by the AKANI
          GROUP  into the trust  account,  together  with  interest  accrued  in
          respect thereof, shall forthwith be repaid to the AKANI GROUP.

7.  TERMINATION

     7.1. This   agreement   may  only  be   terminated   under  the   following
          circumstances -

          7.1.1.  immediately  upon receipt of a ruling  against the AKANI GROUP
               and/or SILVERSTAR, as the case may be, in terms of the provisions
               of  clause  6.1  or  clause  6.2  and  the  AKANI  GROUP   and/or
               SILVERSTAR,  as the case may be,  elects  not to  pursue,  or has
               exhausted, any available remedy in law or that it made use of any
               other provisions contained in clause 6;

          7.1.2. at the  election of the AKANI GROUP in the event of a breach by
               SILVERSTAR  or any  GRANTOR  of  clause  8;

          7.1.3. if the bid  commitments  and/or the terms and conditions of the
               licence are not reasonably acceptable to the AKANI GROUP; or

          7.1.4. if those bid commitments and/or terms and conditions be of such
               a nature that, in the entire discretion of the AKANI GROUP, there
               results a  development  budget  deficit  beyond that which can be
               accommodated; and
<PAGE>

          7.1.5. bona fide discussions between the AKANI GROUP and the incumbent
               individuals fail to identify alternative means by which the issue
               relating to the arrival of the trigger events can be accommodated
               and the  AKANI  GROUP in its  entire  discretion  remains  of the
               opinion   that  such  aspect  is   material  to  the   successful
               development and operation of the casino; then

          7.1.6. the AKANI GROUP may elect to terminate this agreement by giving
               notice to such effect to the other parties and to all grantors no
               later  than one month from  notification  by the board of the bid
               commitments  and terms  and  conditions  that  they will  finally
               approve;

     7.2. In the event of a termination,  this agreement shall be deemed to have
          terminated but clause 5.7 shall remain in force and effect and binding
          upon SILVERSTAR and GRANTOR.

8.  EXCLUSIVITY

     The parties shall work  together  with a view to implement the  transaction
     successfully and as soon as possible in the circumstances.  They agree that
     they shall not be entitled to commence negotiations with any third party in
     respect of the subject  transaction  until such time as this  agreement has
     been  terminated.  Neither  SILVERSTAR  nor the  GRANTOR  shall  under  any
     circumstances  whatsoever be entitled during the duration of this agreement
     to become interested in any other  negotiations in terms of which any third
     party will acquire any interest in  SILVERSTAR or the licence that might be
     prejudicial  to the AKANI GROUP's  ability to enjoy full and timely benefit
     of  its  rights  associated  with  this  agreement.

9. ANNOUNCEMENTS

     No  announcement  shall be made by any party  until such time as allowed by
     the  other or as may be  required  by law and a  request  by one  party for
     allowance   by   the   other   shall   be   given    consideration   on   a
     time-is-of-the-essence  basis.  Should any announcement be required by law,
     adequate and timely  notice  shall be given to the other  parties as to the
     content  and  timing of any such  announcement.  For
<PAGE>

     the  purposes of this clause,  notification  by one party to another may be
     made by e-mail at the addresses listed in clause 13.

10. DISCLOSURE

     10.1.Except  as  indicated  herein,   the  parties   acknowledge  that  any
          information   supplied  in  connection   with  this  agreement  or  in
          connection with each other's  business affairs which has or may in any
          way whatsoever be transferred or come into the possession or knowledge
          of any of them ("the receiving  party") may consist of confidential or
          proprietary  information,  disclosure  of  which  to or use  by  third
          parties might be damaging to the party concerned.

     10.2.The  receiving  party  therefore  agrees  to hold  such  material  and
          information  in the  strictest  confidence,  to  prevent  any  copying
          thereof by whatever  means and not to make use thereof  other than for
          the purposes of this option  agreement  and to release it only to such
          properly  authorised  directors,  employees or third parties requiring
          such  information for the purposes of this option  agreement and agree
          not to release or disclose it to any other party who has not signed an
          agreement  expressly  binding  himself not to use or disclose it other
          than for the purposes of this agreement.

     10.3.The  undertaking  and  obligations  contained in this clause 10 do not
          apply to information which -

          10.3.1. is publicly  available at the date of disclosure or thereafter
               becomes publicly available from sources other than the parties;

          10.3.2. is already in possession  of the receiving  party prior to its
               receipt by or disclosure to such receiving party;

          10.3.3.  is  required  by  law  or  any  regulatory  authority  to  be
               disclosed;
<PAGE>

          10.3.4. after being  disclosed to the receiving  party is disclosed by
               any other person to the receiving  party otherwise than in breach
               of any obligation of confidentiality.

     10.4.The  parties  shall  take  such  precautions  as may be  necessary  to
          maintain  the  secrecy  and   confidentiality  of  such  material  and
          information  in respect of its  directors,  employees,  agents  and/or
          directors or employees or agents of any  assignee,  sub-contractor  or
          distributor or any other person to whom such confidential  information
          may have been or will be disclosed.

11. BREACH

     If, after the entering into of the  agreements  for the options,  any party
     ("the  defaulting  party")  breaches any material term and/or  condition of
     this option agreement and fails to remedy such breach within a period of 14
     (fourteen)  days after  receipt of written  notice  from any other party to
     remedy same, the aggrieved  party shall be entitled,  without  prejudice to
     any other rights which it may have in terms of this agreement or at law, to
     cancel this agreement or to claim immediate specific performance, in either
     case without prejudice to its rights to claim damages.

12. SIGNATURE IN COUNTERPARTS

     This option agreement may be executed in several  counterparts,  whether by
     way of  facsimile  or  otherwise,  each of  which  shall,  taken  together,
     constitute one and the same instrument.


13. DOMICILIUM CITANDI ET EXECUTANDI

     13.1.The parties  choose as their  domicilia  citandi et executandi for all
          purposes  under  this  option  agreement,  whether in respect of court
          process,  notices or other documents or  communications  of whatsoever
          nature the following addresses :

          13.1.1. GRCR:

                  Physical:     Gold Reef City
                                Gate 4
                                Northern Parkway
                                Ormonde
<PAGE>


                                Telefax: (011) 248-6886

                                e-mail:



          13.1.2. ALI:

                  Physical:     Gold Reef City
                                Gate 4
                                Northern Parkway
                                Ormonde

                                Telefax: (011) 248-6886

                                e-mail:



          13.1.3. GRANTOR :

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


                                Telefax: +27 86 672-6282

                                e-mail:  jforbes@mweb.co.za


          13.1.4. SILVERSTAR:

                  Physical:     c/o 34 Buffalo Thorn Road
                                Attn: James Forbes
                                Fourways Gardens
                                Fourways 2055
                                Johannesburg


                                Telefax: +27 86 672-6282

                                e-mail:  jforbes@mweb.co.za


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

     13.3.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 in respect of GRANTOR, HOLDCO, and
          Century Casinos Africa (Pty) Limited,  in the country their respective
          domicile, 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.

     13.4. Any notice to a party -

          13.4.1. 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);

          13.4.2.  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

          13.4.3. sent by telefax to its chosen  telefax  number  stipulated  in
               clause 13.1, shall be deemed to have been received on the date of
               despatch (unless the contrary is proved).

     13.5.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.

     13.6.To the extent  that any notice is given by a party,  it shall  equally
          give notice by way of e-mail.

14. DETERMINATION
<PAGE>

     Should any dispute  arise between the parties as to the  quantification  of
     any    amount,    such    dispute    shall   be    referred   to   auditors
     PricewaterhouseCoopers -

     14.1. who shall act as experts and not as arbitrators;

     14.2. who shall make a decision as soon as possible in the circumstances;

     14.3. who shall allow each party to make written representations to them;

     14.4.whose decision,  except for manifest error, shall be final and binding
          on the parties on the basis that  PricewaterhouseCoopers  shall decide
          which party is responsible for their costs and expenses.

15. WHOLE AGREEMENT, NO AMENDMENT

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

     15.2.No amendment or consensual  cancellation  of this option  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 option
          agreement and no extension of time, waiver or relaxation or suspension
          of  or  agreement  not  to  enforce  or to  suspend  or  postpone  the
          enforcement  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.
<PAGE>

     15.3.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  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.

     15.4.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.

16. COSTS

     Each party shall pay its own costs  pursuant to the  negotiation,  drafting
     and implementation of this agreement.

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

  DATE        PLACE      WITNESS                 SIGNATURE

                         1.  Joleen Bowes//s//   For: GOLD REEF CASINO RESORTS
12/01/2004  Johannesburg                              LIMITED
                         2.  Shahrina Ramphaul//s//   Christian Neuberger//s//


                         1.  Joleen Bowes//s//   For: AKANI LEISURE INVESTMENTS
12/01/2004  Johannesburg                              (PROPRIETARY) LIMITED
                         2.  Shahrina Ramphaul//s//   Richard Moloko//s//

                         1.  Joleen Bowes//s//   For: SILVERSTAR DEVELOPMENT
12/01/2004  Johannesburg                              LIMITED
                         2.  Shahrina Ramphaul//s//   Jose Da Silva//s//

<PAGE>

                         1.  Joleen Bowes//s//   For: CENTURY CASINOS WEST RAND
12/01/2004  Johannesburg                              (PROPRIETARY) LIMITED
                         2.  Shahrina Ramphaul//s//   James Forbes//s//





<

<PAGE>

                            TABLE OF CONTENTS
- ----------------------------------------------------------------------
CLAUSE NUMBER AND DESCRIPTION                                 PAGE
- ----------------------------------------------------------------------


1.     INTERPRETATION............................................3


2.     OPTION....................................................7


3.     INDIVISIBLE TRANSACTION..................................10


4.     TRIGGER EVENTS AND CLOSING DATE..........................11


5.     GENERAL UNDERTAKINGS.....................................12


6.     LITIGATION AND SUSPENSION OF COMPENSATION PAYMENT........14


7.     TERMINATION..............................................18


8.     EXCLUSIVITY..............................................19


9.     ANNOUNCEMENTS............................................19


10.    DISCLOSURE...............................................20


11.    BREACH...................................................21


12.    SIGNATURE IN COUNTERPARTS................................21


13.    DOMICILIUM CITANDI ET EXECUTANDI.........................21


14.    DETERMINATION............................................23


15.    WHOLE AGREEMENT, NO AMENDMENT............................24

16.    COSTS....................................................25


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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