SHAREHOLDERS’ AGREEMENT between CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED and WINLEN CASINO OPERATORS (PROPRIETARY) LIMITED Prepared by: Bowman Gilfillan Attorneys SA Reserve Bank Building, 60 St George's Mall, Cape Town, 8001 PO Box 248, Cape...

      
SHAREHOLDERS’
      AGREEMENT
 
between
 
CENTURY
      CASINOS AFRICA (PROPRIETARY) LIMITED
 
and
 
WINLEN
      CASINO OPERATORS (PROPRIETARY) LIMITED
 
Prepared
      by:
Xxxxxx
      Xxxxxxxxx Attorneys
SA
      Reserve Xxxx Xxxxxxxx, 00 Xx Xxxxxx'x Xxxx, Xxxx Xxxx,
      0000
XX
      Xxx 000, Xxxx Xxxx, 0000, Xxxxx Xxxxxx
Tel
      x00 00 000 0000  Fax x00 00000 0000
Reference:
      XX Xxxxxxxx/jm/132950

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            1.

            DEFINITIONS
                AND INTERPRETATION

              1.1.

              In
                  this Agreement, unless clearly inconsistent with or otherwise indicated
                  by
                  the context -

            1.1.1.

            “the
                / this Agreement” means the agreement set out in this document and the
                appendices (if any) hereto;

            1.1.2.

            “the
                Auditors” means the auditors for the time being of the
                Company;

            1.1.3.

            “the
                BEE Act” means the Broad-Based Black Economic Empowerment Act, No. 53 of
                2003;

            1.1.4.

            “the
                Board” means the board of directors of the
                Company;

            1.1.5.

            “Business
                Day” means any day other than a Saturday, Sunday or statutory public
                holiday in the Republic of South
                Africa;

            1.1.6.

            “Century”
                means Century Casinos Africa (Proprietary) Limited, Registration
                No.
                1996/010501/07,
                a
                private company duly registered and incorporated with limited liability
                in
                accordance with the company laws of the Republic of South
                Africa;

            1.1.7.

            “Century’s
                Attorneys” means Xxxxxx Xxxxxxxxx Attorneys, of SA Reserve Xxxx Xxxxxxxx,
                00 Xx Xxxxxx’x Xxxx, Xxxx Xxxx,
                0000;

            1.1.8.

            “the
                Closing Date” means the date upon which the Sale of Shares Agreement
                becomes unconditional in accordance with the terms
                thereof;

            1.1.9.

            “the
                Company” means Balele Leisure (Proprietary) Limited, Registration No.
                1998/002723/07, a private company duly registered and incorporated
                with
                limited liability in accordance with the company laws of the Republic
                of
                South Africa;

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            1.1.10.

            “the
                Companies Act” means the Companies Act, No. 61 of 1973, as
                amended;

            1.1.11.

            “the
                Documents of Title” means:

            1.1.11.1.

            the
                original share certificates in respect of the Shares to be sold or
                otherwise transferred in terms of this
                Agreement;

            1.1.11.2.

            duly
                signed share transfer forms; and

            1.1.11.3.

            written
                and signed cession of that portion of the Shareholders’ Claims pro-rata to
                the number of Shares sold;

            1.1.12.

            “the
                Existing Shareholders’ Agreement” means the shareholders’ agreement
                entered into between the members of the Company prior to the Signature
                Date and effective as between the members of the Company as at the
                Signature Date;

            1.1.13.

            “the
                Parties” means Winlen and Century and any other Shareholder collectively
                and “Party” shall mean Winlen or Century or any other Shareholder alone,
                as the context may indicate or
                require;

            1.1.14.

            “Prime
                Overdraft Rate” means the prime overdraft lending rate of the bank with
                which the Company conducts the Company’s current account which, in the
                event of dispute, shall be as certified by the manager of that bank,
                whose
                authority it shall not be necessary to prove and which certificate
                shall
                constitute prima
                facie
                proof of the contents thereof and which interest shall be capitalized
                monthly in arrears;

            1.1.15.

            “the
                Sale of Shares Agreement” means an agreement for the sale by Chicory
                Investments (Proprietary) Limited, Registration No. 1985/000896/07,
                Dynamo
                Investments Limited, Registration No. 1995/004006/06, Harvest Moon
                Investment Holdings (Proprietary) Limited, Registration No.1998/010314/07,
                Izulu Gaming (Proprietary) Limited, Registration No. 1998/008061/07,
                Khulani Holdings Limited, Registration No. 1979/006828/06, Libalele
                Leisure (Proprietary) Limited, Registration No. 1998/011953/07, Malesela
                Gaming (Proprietary) Limited, Registration No. 1998/018625/07, Oakland
                Leisure- Investments (Newcastle) (Proprietary) Limited, Registration
                No.
                1997/009965/07, Purple Rain Properties No. 62 (Proprietary) Limited,
                Registration No. 1997/020100/07, Ruvuma Investment (Proprietary)
                Limited,
                Registration No. 1997/016346/07, Saphila Health Investments (Proprietary)
                Limited, Registration No. 1998/011294/07, , Viva Leisure Investment
                Holdings (Proprietary) Limited, Registration No. 1997/015979/07,
                and The
                Viva Trust No. IT 954/1991,
                representing in total approximately, but not less than, 60% (sixty
                percent) of the issued share capital of the Company to Century for
                the sum
                of R57 500 000.00 (fifty-seven million five hundred thousand rand)
                or, in
                the event of the gross gaming revenue of the Permanent Casino exceeding
                R95 000 000.00 (ninety-five million rand) in the first 12 (twelve)
                months
                of operation of the Permanent Casino, the sum of R60 000 000.00 (sixty
                million rand);

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            1.1.16.

            “Shareholder”
                means the owner of Shares in the
                Company;

            1.1.17.

            “the
                Shareholders’ Claims” means all claims which a Shareholder might
                individually have against the Company for monies lent and advanced
                or
                howsoever arising at the relevant
                date;

            1.1.18.

            “Shareholders’
                Equity” means the Shares in the Company owned by a Shareholder together
                with that Shareholder’s Claims (if
                any);

            1.1.19.

            “Shares”
                means shares forming part of the issued share capital of the
                Company;

            1.1.20.

            “the
                Signature Date” means the date on which the Party which signs this
                Agreement last in time, so signs;

            1.1.21.

            “Winlen”
                means Winlen Casino Operators (Proprietary) Limited, Registration
                No.
                2000/000000/07, a private company duly registered and incorporated
                with
                limited liability in accordance with the company laws of the Republic
                of
                South Africa.

            1.2.

            In
                this Agreement, unless clearly inconsistent with or otherwise indicated
                by
                the context:

            1.2.1.

            any
                reference to any act of Parliament or other statutory provision shall
                be
                deemed to mean a reference to such provision inclusive of any
                modification, extension, substitution or re-enactment thereof, in
                which
                event the relevant provisions of this Agreement affected by such
                modification, extension, substitution or re-enactment, shall be deemed
                to
                have been amended, mutatis
                mutandis;

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            1.2.2.

            any
                reference to the singular includes the plural and vice
                versa;

            1.2.3.

            any
                reference to natural persons includes legal persons and vice
                versa;
                and

            1.2.4.

            any
                reference to a gender includes the other
                genders.

            1.3.

            The
                use of the word “including” followed by a specific example or examples
                shall not be construed or interpreted as limiting the meaning of
                the
                general wording preceding it and the eiusdem
                generis rule
                shall not be applied in the interpretation of such general wording
                and/or
                such specific example or examples.

            1.4.

            The
                clause headings in this Agreement have been inserted for convenience
                only
                and shall not be taken into account in the interpretation of this
                Agreement.

            1.5.

            All
                appendices (if any), schedules or like documents attached to this
                Agreement shall form part, or be deemed to form part, of this Agreement,
                for all purposes mutatis
                mutandis
                as
                if incorporated into the body of this
                Agreement.

            1.6.

            This
                Agreement shall be governed by and construed and interpreted in accordance
                with the law of the Republic of South
                Africa.

            2.

            CONDITION
                PRECEDENT

            2.1.

            This
                Agreement, save for the provisions of clauses 1,
                this clause 2
                and clauses 16,
                18,
                19,
                20
                and 21 which
                shall be of immediate force and effect and remain binding on the
                Parties,
                shall be subject to and conditional upon fulfillment of the condition
                precedent that the Sale of Shares Agreement is signed by the parties
                thereto and becomes unconditional in accordance with the terms
                thereof.

            2.2.

            The
                Parties shall use their best endeavours to bring about fulfillment
                of the
                condition precedent referred to in clause 2.1 hereof.
                
            2.3.

            If
                the condition precedent referred to in 2.1 hereof
                is not timeously fulfilled, this Agreement shall become null and
                void and
                the Parties shall forthwith be restored as near as may be to the
                condition
                in which they would have been had this Agreement not been entered
                into. No
                Party shall have any claim against any other Party pursuant to such
                non-fulfillment, save for a Party’s claim to be restored as contemplated
                above.

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            2.4.

            In
                the event that the condition precedent referred to in clause 2.1 hereof
                is duly fulfilled and this Agreement becomes unconditional, this
                Agreement
                shall commence or be deemed to have commenced as from the Closing
                Date.
                
            3.

            CAPITAL
                REQUIREMENTS

            3.1.

            In
                the event that the Company requires further capital, any such additional
                capital shall be financed by way of loans to the Company from financial
                institutions and/or other third parties, or from any one or more,
                but not
                all, Shareholders, provided that any loans so made by a Shareholder
                are
                made on an armslength basis and on terms not more onerous to the
                Company
                than the Company would be able to arrange with a financial institution
                or
                other third party.

            3.2.

            Should
                the Shareholders unanimously agree that the further capital requirements
                of the Company should be funded otherwise than as provided in 3.1
                and by way of Shareholders’ loans or subscription of share capital, the
                Shareholders shall, unless otherwise agreed in writing, each be obliged
                to
                lend to the Company such sum as bears in relation to the total further
                capital raised by way of loans from the Shareholders, the same ratio
                as
                the number of Shares owned by the relevant Shareholder bears to the
                total
                issued share capital of the Company at that time or, in the case
                of
                subscription of share capital, to subscribe for such proportion of
                the
                total additional shares in the share capital of the Company which
                are to
                be issued as bears the same ratio thereto as the number of Shares
                owned by
                that Shareholder bears to the total issued share capital of the
                Company.

            3.3.

            The
                Shareholders agree that should any financial institution and/or third
                party to which application is made by the Company for a loan, as
                a
                condition for the granting of the relevant loan to the Company require
                that the Shareholders provide any suretyship, pledge of shares, guarantee
                or indemnity in respect of the obligations of the Company, the
                Shareholders shall bind themselves jointly in the proportions of
                their
                shareholdings for this purpose on behalf of the Company unless otherwise
                agreed between them in writing. In such event, if any suretyship,
                pledge
                of shares, guarantee or indemnity is given on behalf of the Company
                by the
                Shareholders jointly and severally or by one of the Shareholders
                and not
                by the others, then the Shareholders shall be liable among themselves
                in
                respect of such suretyship, pledge of shares, guarantee or indemnity
                in
                proportion to their respective shareholdings in the Company at the
                time of
                payment under the suretyship, guarantee or indemnity and any Shareholder
                which has been required under a suretyship, pledge of shares, guarantee
                or
                indemnity to pay out more than that Shareholder’s aliquot share shall be
                entitled to recover from the other Shareholders the amount paid out
                in
                excess of the Shareholder’s aliquot
                share.

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            3.4.

            Except
                in the case of any loan made by a Shareholder as contemplated in
                3.1,
                any Shareholders’ loans shall:

            3.4.1.

            subject
                to any provisions to the contrary contained in this Agreement or
                agreed to
                in writing by the Shareholders at the time that the loan is made,
                be
                unsecured;

            3.4.2.

            bear
                interest at a rate agreed on by the Shareholders and the
                Company;

            3.4.3.

            be
                repayable:

            3.4.3.1.

            out
                of the profits of the Company available for distribution as a dividend
                and
                only if all Shareholders are repaid simultaneously and proportionately;
                or

            3.4.3.2.

            on
                the Company being wound-up or placed under judicial management;
                or

            3.4.3.3.

            should
                the Company sell, or otherwise alienate all or a substantial part
                of the
                assets of the Company.

            3.5.

            Should
                any one of the Shareholders (“the Defaulting Shareholder”) at any time
                fail to lend and advance to the Company the Defaulting Shareholder’s
                portion of any capital which the Defaulting Shareholder is obliged
                to lend
                to the Company pursuant to the Shareholders having agreed to provide
                such
                funding to the Company in the manner contemplated in 3.2,
                or at any time fail to furnish any suretyship, pledge of shares,
                guarantee
                or indemnity, as agreed in 3.3 and
                remain in default for more than 21 (twenty-one) days after receipt
                of a
                notice from the other Shareholders (“the Non-Defaulting Shareholders”) or
                the Company calling upon the Defaulting Shareholder to remedy that
                default, the Defaulting Shareholder shall be deemed on the day following
                the expiry of the said notice period to have offered the Defaulting
                Shareholder’s entire Shareholder’s Equity or a portion thereof, which,
                when realized, shall equal or exceed in value the portion of any
                capital
                which the Defaulting Shareholder is obliged to lend to the Company,
                for
                sale to the Non-Defaulting Shareholders pro-rata and in proportion
                to
                their respective shareholding in the Company on the terms
                that:

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            3.5.1.

            the
                offer to all the Non-Defaulting Shareholders shall be open for acceptance
                for a period of 21 (twenty-one) days from the date upon which the
                offer
                was deemed to have been made;

            3.5.2.

            acceptance
                of the offer shall be valid only if made timeously and in
                writing;

            3.5.3.

            the
                purchase consideration for the Shareholder’s Equity concerned shall be the
                agreed fair market value thereof;

            3.5.4.

            if,
                at the relevant time, the Parties to such sale are unable to agree
                on a
                fair market value of the Shareholder’s Equity so sold, the Non-Defaulting
                Shareholders and the Defaulting Shareholder shall appoint the Auditors
                to
                determine the market value of the Shareholder’s Equity, in which
                event:

            3.5.4.1.

            the
                Auditors shall value the Shareholder’s Equity so
                sold:

            3.5.4.1.1.

            having
                regard to the fair value of the business of the Company and the Company’s
                subsidiaries as a going concern;

            3.5.4.1.2.

            on
                the basis of an armslength transaction as between a willing seller
                and a
                willing purchaser;

            3.5.4.1.3.

            taking
                into account whether or not such Shares may represent a minority
                shareholding in the Company; 

            3.5.4.1.4.

            disregarding
                any restrictions in this Agreement or the articles of association
                of the
                Company concerning the transfer of
                Shares;

-8-

            3.5.4.1.5.

            applying
                such principles and methods of valuation as the Auditors in their
                bona
                fide
                discretion deem fit;

            3.5.4.2.

            the
                Auditors shall act as experts and not as an
                arbitrator;

            3.5.4.3.

            the
                Auditors shall reduce their valuation to writing and cause copies
                thereof
                to be distributed to each of the
                Shareholders;

            3.5.4.4.

            the
                Auditors’ decision shall be final and binding on the
                Shareholders;

            3.5.5.

            the
                purchase price of the Shareholder’s Equity for sale shall be payable
                within 14 (fourteen) days of the determination of the purchase price
                therefor and against delivery of the Documents of Title, duly
                completed;

            3.5.6.

            upon
                payment of the purchase price to the Defaulting Shareholder, the
                risk in
                and beneficial ownership of the Shareholder’s Equity of the Defaulting
                Shareholder so sold shall pass to the Non-Defaulting Shareholders
                and the
                Non-Defaulting Shareholders shall be entitled to have their names
                entered
                in the register of members of the Company as owners of the Shares
                in
                question;

            3.5.7.

            any
                of the Non-Defaulting Shareholders may accept the offer deemed to
                have
                been made in terms of 3.5 in
                respect of a greater proportion of the Shareholder’s Equity offered than a
                Non-Defaulting Shareholder’s pro-rata share thereof, provided that such
                acceptance shall only be effected in respect of such excess if and
                to the
                extent that the other Non-Defaulting Shareholders accept the offer
                in
                respect of a smaller proportion than their respective pro-rata entitlement
                and provided further that if acceptances in terms of this 3.5.7 together
                constitute acceptances for more than the shareholding offered, then
                the
                Shareholder’s Equity offered shall be apportioned among the accepting
                Non-Defaulting Shareholders in the proportions as near as may be
                to the
                existing shareholdings in the Company on the date of the Non-Defaulting
                Shareholder’s offer, but on the basis that no Non-Defaulting Shareholder
                shall be obliged to purchase more Shares than the number of Shares
                tendered for by that Non-Defaulting
                Shareholder;

-9-

            3.5.8.

            should
                the deemed offer of the Defaulting Shareholder, pursuant to the provisions
                of 3.5 not
                be accepted as contemplated in 3.5 (whether
                in full or only insofar as a portion but not all of the Shareholder’s
                Equity is concerned), then the Defaulting Shareholder shall be deemed
                to
                have offered the Defaulting Shareholder’s entire Shareholder’s Equity or a
                portion thereof, as the case may be, to the Company on the same terms
                and
                conditions, and should the Company not accept such offer then the
                Non-Defaulting Shareholders may, without prejudice to any rights
                the
                Non-Defaulting Shareholders might otherwise have in law or in terms
                of
                this Agreement including the right to claim damages as a result of
                that
                breach, contribute the Defaulting Shareholder’s portion of the
                Shareholder’s loan required to fund the Company and recover the amount
                thereof from the Defaulting Shareholder on demand, provided that
                notwithstanding anything to the contrary contained in this Agreement,
                no
                Shareholder shall be entitled to cancel this Agreement pursuant to
                a
                breach by the Non-Defaulting Shareholder of the provisions contained
                in
                3.2
                and/or 3.3;

            3.5.9.

            all
                costs incurred by the Company and the Non-Defaulting Shareholders
                in
                determining the value of the Shareholder’s Equity of the Defaulting
                Shareholder shall be paid by the Defaulting Shareholder and be deducted
                from the purchase price of the Shareholder’s Equity for sale prior to
                payment of any part thereof to the Defaulting
                Shareholder;

            3.5.10.

            the
                Non-Defaulting Shareholders shall on each occasion on which the Defaulting
                Shareholder fails to contribute, be entitled to act in terms of
                3.5 and
                the Non-Defaulting Shareholders’ election on any particular occasion not
                to act as contemplated in terms of 3.5
                shall not prejudice the Non-Defaulting Shareholders’ right or election on
                any subsequent occasion;

            3.5.11.

            the
                provisions of 3.5
                are for the benefit of each of the Shareholders and the Company,
                and may
                be enforced against the Defaulting Shareholder by either the
                Non-Defaulting Shareholders, the Company or any one of them.
                
            3.6.

            Should
                the Non-Defaulting Shareholders contribute more in terms of 3.2 than
                their proportionate share of the Shareholder’s loan to be made available
                to the Company, and not exercise their rights in terms of 3.5,
                the amount of that excess outstanding from time to time
                shall:

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            3.6.1.1.

            bear
                interest against the Company from the date on which it is advanced
                by the
                Non-Defaulting Shareholders until the date of repayment to those
                Non-Defaulting Shareholders, at Prime Overdraft Rate from time to
                time;

            3.6.1.2.

            together
                with interest, be repaid by the Company to the Non-Defaulting Shareholders
                on demand provided that the working capital requirements of the Company
                allow for such repayments and provided further that the Company shall
                not
                declare or pay any dividend until the amount of such excess shall
                have
                been repaid;

            3.6.1.3.

            be
                repaid to the Non-Defaulting Shareholders before any other Shareholders’
                loans are repaid.

            4.

            TRANSFER
                OF SHARES

            4.1.

            Unless
                otherwise agreed to in writing by all the Shareholders or as stipulated
                in
                this Agreement, a Shareholder may dispose of the Shares owned by
                that
                Shareholder in accordance with the provisions of this Agreement,
                and then
                only if, in one and the same transaction, that Shareholder likewise
                disposes of a pro-rata share of that Shareholder’s Claims. Accordingly,
                all references in this Agreement, to the disposal of a Share shall,
                unless
                the context otherwise requires, be deemed to apply also to a pro-rata
                proportion of the Claims of the owner of such Shares. Furthermore,
                any
                reference to a valuation of Shares in this Agreement shall, unless
                the
                context otherwise requires, be deemed to refer also to a valuation
                of the
                pro-rata proportion of the Claims of the owner of such
                Shares.

            4.2.

            Unless
                all the other Shareholders should unanimously agree thereto in writing,
                or
                as might be required in compliance with a Shareholder’s obligations
                arising under this Agreement, no Shareholder shall pledge, encumber,
                cede
                or otherwise alienate that Shareholder’s Shareholders' Equity, or any
                rights over or relating to such Shareholder’s Shareholders' Equity, or
                allow any charge or encumbrance over, or relating thereto, to
                arise.

-11-

            5.

            THE
                BOARD 

            5.1.

            The
                Board shall consist of 7 (seven) directors. While Century owns 60%
                (sixty
                percent) or more of the issued share capital of the Company, Century
                shall
                have the right to appoint not fewer than 4 (four) and while Winlen
                owns
                not less than 39.9% (thirty-nine comma nine percent) of the issued
                share
                capital of the Company, Winlen shall have the right to appoint a
                maximum
                of 3 (three) directors, provided that all the directors appointed
                by
                Winlen shall be “black people” as defined in the BEE
                Act.

            5.2.

            A
                Shareholder shall be entitled to request the removal of any director
                nominated by that Shareholder and to nominate a director to replace
                any
                director nominated by that Shareholder who ceases for any reason
                to be a
                director of the Company, provided that no decision by Winlen to request
                the removal of a director of the Company nominated by Winlen shall
                be
                binding unless approved by at least a 75% (seventy-five percent)
                majority
                of the shareholders of Winlen.

            5.3.

            Each
                director shall have the power to nominate any person possessing the
                necessary qualifications of a director, to act as an alternate director
                in
                his place during his absence or inability to act as a director, provided
                that the appointment of an alternate director shall be approved by
                the
                Board, which approval shall not be unreasonably withheld, and on
                such
                appointment being made, the alternate director shall, in all respects,
                be
                subject to the terms, qualifications and conditions existing with
                reference to the other directors of the
                Company.

            5.4.

            Any
                appointment, removal or replacement of any director nominated by
                a
                Shareholder shall be effected by notice in writing to the Company
                signed
                by and on behalf of the Shareholders making such appointment, removal
                or
                replacement and shall take effect, subject to any contrary intention
                expressed in the notice and to compliance with the provisions of
                the
                Companies Act, when the notice is delivered to the Company.
                
            5.5.

            Each
                Shareholder and the directors appointed by the Shareholders shall
                be
                obliged to vote in favour of all resolutions necessary from time
                to time
                to give effect to the provisions of this 5
                and their votes shall not be withheld without good cause being shown,
                it
                being agreed that the onus shall be on the Shareholder which has
                nominated
                a director withholding his vote to show good cause for the director
                doing
                so and to procure that the Company attends to the punctual notification
                of
                the changes to the Registrar of Companies and otherwise as may be
                required
                by law.

-12-

            5.6.

            Each
                director shall have 1 (one) vote. Neither the chairman nor the vice
                chairman shall have a casting vote in addition to his deliberative
                vote. A
                resolution shall be effective and binding if passed by a simple majority
                of the Board.

            5.7.

            A
                quorum for a meeting of the Board will be 5 (five) directors of whom
                the
                majority shall be directors appointed by Century, present at the
                commencement of and throughout a meeting of the Board. If within
                half an
                hour after the time appointed for a Board meeting, a quorum is not
                present, the meeting will stand adjourned to the same day in the
                next week
                at the same time and place, or if such day is not a Business Day,
                the
                first Business Day thereafter, and if at such adjourned meeting a
                quorum
                is not present within half an hour after the time appointed after
                proper
                notice has been given, provided directors appointed by Century are
                present
                and constitute the majority of the directors present, the directors
                present shall constitute a quorum and any directors’ resolution taken at
                such adjourned meeting shall be binding and of full force and
                effect.

            5.8.

            The
                Board shall meet as often and on such occasions as the Board should
                decide
                is necessary.

            5.9.

            Seven
                (7) clear days notice shall be given of all meetings of the Board
                unless
                all the directors of the Company agree on a shorter period of
                notice.

            5.10.

            The
                directors may participate in and act at any meeting through the use
                of a
                conference telephone or other communication equipment by means of
                which
                all persons participating in the meeting can hear each other.
                Participation in such meeting shall constitute attendance and presence
                in
                person at the meeting by the person or persons so
                participating.

            5.11.

            A
                resolution in writing, signed by all the directors shall
                be:

            5.11.1.

            valid
                and effective as if it had been passed at a meeting of directors
                properly
                called and constituted; and

            5.11.2.

            deemed
                to have been passed on the day on which that resolution is signed
                by the
                director doing so last in time.

-13-

            5.12.

            The
                Shareholders undertake, unless otherwise agreed in writing, to procure
                that any directors appointed by them resign as such immediately upon
                such
                Shareholder ceasing to be a Shareholder.

            5.13.

            No-one
                who for any reason does not pass the probity provisions of the
                KwaZulu-Natal Gambling Board or comply with the requirements referred
                to
                at 10.1
                shall be eligible for appointment as a director of the Company or
                an
                alternate director of the Company or be appointed as a director or
                alternate director of the Company. 

            6.

            CHAIRMAN
                OF THE BOARD

The
      chairman of the Board shall be whomsoever of the directors Century should
      determine is the chairman, provided that if the chairman is one of the directors
      appointed by Century he is a black person as contemplated in the definition
      of
“black people” in the BEE Act and if the chairman is one of the directors
      appointed by Winlen he may be any one of the directors appointed by Winlen.
      In
      addition to the chairman, the directors shall appoint a vice chairman of the
      Board.
 
            7.

            GENERAL
                MEETINGS

            7.1.

            The
                quorum for a general meeting of the Company shall be Century and
                at least
                1 (one) other Shareholder or their authorised representatives who
                shall be
                another Shareholder, provided that while Winlen is a Shareholder
                owning
                not less than 20% (twenty percent) of the total issued share capital
                of
                the Company, the other Shareholder is Winlen. If within half an hour
                after
                the time appointed for such general meeting a quorum is not present,
                the
                meeting shall stand adjourned to the same day in the next week at
                the same
                time and place, or if such day is not a Business Day, the first Business
                Day thereafter and if at such adjourned meeting a quorum is not present
                within half an hour after the time appointed for the meeting, provided
                that Century is one of the Shareholders present, the Shareholder
                or
                Shareholders present shall constitute a
                quorum.

            7.2.

            No
                business shall be transacted at a general meeting of the Company
                unless a
                quorum is present at the commencement of and throughout the meeting.
                
            7.3.

            A
                resolution in writing, signed by all the Shareholders shall
                be:

-14-

            7.3.1.

            valid
                and effective as if it had been passed at a general meeting of the
                Company
                properly called and constituted;
                and

            7.3.2.

            deemed
                to have been passed on the day on which that resolution is signed
                by the
                Shareholder doing so last in time.

            7.4.

            On
                a poll each ordinary Shareholder who is present or represented at
                a
                general meeting shall have one vote for each ordinary share registered
                in
                the Shareholder’s name. Save as otherwise provided in this Agreement or by
                the Companies Act, a resolution shall be effective and of force if
                passed
                by a simple majority of the Shareholders present or represented at
                a
                general meeting.

            7.5.

            The
                Shareholders may participate in and act at any meeting through the
                use of
                a conference telephone or other communication equipment by means
                of which
                all persons participating in the meeting can hear each other.
                Participation at such meeting shall constitute attendance and presence
                in
                person at the meeting by the person or persons so participating.
                
            8.

            MINORITY
                PROTECTION

Winlen
      shall enjoy such rights as a minority shareholder as are provided in the
      Companies Act and in terms of relevant legislation affecting the Company as
      the
      holder of a casino operator’s licence.
 
            9.

            PRE-EMPTIVE
                RIGHTS

            9.1.

            Save
                as provided for in 3.5,
                no Shareholder (“the Offeror”) shall sell, transfer, exchange, dispose of
                or otherwise alienate any of the Offeror’s Shareholder’s Equity unless the
                Offeror complies with the provisions of this 9.

            9.2.

            9.2.1.

            The
                Offeror shall deliver to the other Shareholders (“the Offerees”) a
                memorandum setting out the full terms and conditions upon which the
                Offeror is prepared to sell the Offeror’s Shareholder’s Equity, including
                the purchase price. 

-15-

            9.2.2.

            Delivery
                of the said memorandum to the Offerees shall constitute an irrevocable
                offer for acceptance by the Offerees for a period of 30 (thirty)
                days
                (“the Offer Period”) following the date of receipt of the offer by the
                Offerees and:

            9.2.2.1.

            entitle
                each Offeree to that proportion of the Shareholder’s Equity on offer as
                the number of Shares owned by such Offeree bears to the aggregate
                number
                of Shares owned by all the Offerees (“the Offeree’s
                Proportion”);

            9.2.2.2.

            shall
                not be subject to any other term or condition except
                that:

            9.2.2.2.1.

            each
                Offeree shall be entitled to accept the whole or part only of that
                Offeree’s Proportion;

            9.2.2.2.2.

            the
                Offerees who accept the offer shall be required to indemnify the
                Offeror
                (in the proportion in which the Shares acquired by the Offeree bears
                to
                the total shareholding of the Offeree in the Company) against any
                claim
                made against the Offeror by virtue of the Offeror’s liability as surety or
                guarantor, for any of the obligations of the
                Company.

            9.2.3.

            If
                within the Offer Period the offer has not been accepted by all the
                Offerees, then within a further period of 30 (thirty) days, the Offerees
                who have accepted the offer shall be entitled to acquire that proportion
                of the Shareholder’s Equity not taken up as the number of Shares owned by
                the Offeree in question bears to the aggregate number of Shares owned
                by
                all the Offerees who have accepted the offer, and so on until all
                the
                Shareholder’s Equity on offer has been taken up by the Offerees who wish
                to do so.

            9.3.

            9.3.1.

            Should
                any proportion of the Shareholder’s Equity offered for sale in terms of
                9.2
                remain unsold despite the provisions of 9.2
                having been complied with, then the Offeror shall be entitled within
                a
                further 60 (sixty) days, to sell to any third party, at not less
                than the
                price and on conditions which are not more favourable to such third
                party
                than those upon which the Offerees were entitled to purchase the
                Offeror’s
                Shareholder’s Equity in terms of 9.2,
                provided that such third party shall become a party to this Agreement
                and
                agrees to be bound mutatis
                mutandis
                by
                the terms and conditions of this Agreement, or any other existing
                agreement between the Shareholders relating to the
                Company.

-16-

            9.3.2.

            Should
                the Offeror not dispose of such Shareholder’s Equity within the 60 (sixty)
                day period referred to in 9.3.1,
                all the provisions of 9.2
                shall again apply, mutatis
                mutandis,
                to any further disposal of such Shareholder’s
                Equity.

            10.

            COMPLIANCE
                WITH LICENSING REQUIREMENTS

It
      is
      recorded:
 
            10.1.

            that
                the major proportion of the business of the Company is that of conducting
                business as a casino. In the event that any legislation affecting
                the
                conduct of the casino business of the Company provides that directors,
                alternate directors, Shareholders and/or employees of the Company
                should
                comply with any specific requirements, anyone who is a director or
                alternate director of the Company and/or a Shareholder who does not
                comply
                or is unable to comply with the relevant requirements
                shall:

            10.1.1.

            in
                the case of a director or alternate director, be required immediately
                to
                resign as a director or alternate director or immediately be removed
                as a
                director or alternate director by the Shareholder by whom he was
                appointed
                or, if the relevant Shareholder fails to do so, by the other Shareholders;
                and

            10.1.2.

            in
                the case of a Shareholder, be required immediately to offer to sell
                that
                Shareholder’s Shareholders’ Equity to the other Shareholders according to
                the provisions of 3.5.1
                to
                3.5.4
                and 3.5.7
                to
                3.5.9
                inclusive mutatis
                mutandis
                as
                if the Shareholder concerned were “the Defaulting Shareholder”
                contemplated in 3.5,
                save that the purchase consideration for the Shareholder’s Equity
                concerned, agreed as provided in 3.5.3
                or
                determined as provided in 3.5.4
                shall be subject to a discount of 25% (twenty-five percent). The
                purchase
                price of the Shareholder’s Equity in such circumstances shall be payable
                in 36 (thirty-six) equal monthly instalments, the first of which
                instalments shall be payable within 14 (fourteen) days of the
                determination of the purchase price therefor and against delivery
                of the
                Documents of Title, duly completed. Upon payment of the first of
                the 36
                (thirty-six) monthly instalments and delivery of the Documents of
                Title,
                the risk in and beneficial ownership of the Shareholder’s Equity of the
                defaulting Shareholder shall pass to the purchaser which shall be
                entitled
                to have the purchaser’s name entered into the register of members of the
                Company as owner of the shares in
                question;

-17-

            10.2.

            that
                as a condition of the grant and retention by the Company of a casino
                licence, the Company is under an obligation to implement a share
                incentive
                scheme entitling members of staff of the Company to a total of 1.92%
                (one
                comma nine two percent) of the issued share capital of the Company.
                Winlen, or Winlen together with any Shareholder other than Century,
                shall
                exclusively make available for the implementation of the staff share
                incentive scheme the Shares required in order to enable the Company
                to
                comply with the obligations imposed upon the Company in such regard
                by the
                KwaZulu-Natal Gambling Board for the grant and retention of the casino
                licence of the Company and Winlen hereby indemnifies Century and
                the
                Company against any loss or damages which might be suffered by Century
                and/or the Company in the event of Winlen breaching Winlen’s obligations
                in such regard;

            10.3.

            that
                in order to comply with policy determined having regard to the provisions
                of the BEE Act, it is essential, so as to enable the Company to retain
                the
                Company’s casino licence that the black empowerment status of the Company
                be maintained, which is dependant upon the black empowerment status
                of
                Winlen. Should the black empowerment status of Winlen at any time
                reduce
                below the level of the black empowerment status of Winlen as at the
                date
                of signature of the Sale of Shares Agreement, the Shareholders, other
                than
                Winlen, shall have the right to require Winlen immediately to sell
                Winlen’s Shareholders’ Equity to the other Shareholders according to the
                provisions of 3.5.1
                to
                3.5.4
                and 3.5.7
                to
                3.5.9
                inclusive mutatis
                mutandis
                as
                if Winlen were “the Defaulting Shareholder” contemplated in 3.5,
                save that the purchase consideration for the Shareholder’s Equity
                concerned, agreed as provided in 3.5.3
                or
                determined as provided in 3.5.4
                shall be subject to a discount of 25% (twenty-five percent). The
                purchase
                price of Winlen’s Shareholder’s Equity in such circumstances shall be
                payable in 36 (thirty-six) equal monthly instalments, the first of
                which
                instalments shall be payable within 14 (fourteen) days of the
                determination of the purchase price therefor and against delivery
                of the
                Documents of Title, duly completed. Upon payment of the first of
                the 36
                (thirty-six) monthly instalments and delivery of the Documents of
                Title,
                the risk in and beneficial ownership of Winlen’s Shareholder’s Equity
                shall pass to the purchaser which shall be entitled to have the
                purchaser’s name entered into the register of members of the Company as
                owner of the shares in question.

-18-

            11.

            ARTICLES
                OF ASSOCIATION

            11.1.

            To
                the extent that the provisions of the articles of association of
                the
                Company may conflict with the provisions of this
                Agreement:

            11.1.1.

            any
                Shareholder may require the articles of association of the Company
                to be
                amended to accord with the provisions of this
                Agreement;

            11.1.2.

            the
                Shareholders shall vote in favour of all resolutions of the Company
                necessary to amend the articles of the Company in terms of this
                11

            11.2.

            To
                the extent that the provisions of this Agreement may conflict with
                the
                provisions of the Company’s articles of association, the provisions of
                this Agreement shall take precedence and shall be given effect to
                accordingly by the Shareholders.

            12.

            SUPERSESSION

This
      Agreement shall cancel and supersede the Existing Shareholders’ Agreement,
      provided that such cancellation shall not absolve any Shareholder prior to
      Century becoming a Shareholder from fulfilling any obligation owed another
      Shareholder arising under or by reason of the Existing Shareholders’
Agreement.
 
            13.

            BREACH
                
            13.1.

            If
                any Party is in breach or fails to observe any of the provisions
                of this
                Agreement (“the Defaulting Party”) and fails to remedy such breach or
                failure within 30 (thirty) days after having received written notice
                from
                any of the non-defaulting Parties to do so, the non-defaulting Parties
                shall, in addition to any other remedies available to them in law,
                be
                entitled to institute action against the Defaulting Party
                claiming:

-19-

            13.1.1.

            specific
                performance; and/or

            13.1.2.

            payment
                of damages.

            14.

            GOOD
                FAITH

            14.1.

            The
                Parties shall co-operate and consult with each other regarding the
                activities of the Company and the promotion of the business of the
                Company, it being the intention
                that:

            14.1.1.

            the
                relationship between them shall be governed by the principles of
                the
                utmost good faith; and

            14.1.2.

            the
                affairs of the Company shall be administered and promoted with the
                highest
                degree of integrity between the
                Shareholders.

            14.2.

            All
                transactions between the Company and the Shareholders and the Company
                and
                any entities controlling or controlled by the Shareholders, whether
                directly or indirectly, shall be conducted on a bona
                fide
                armslength basis. Any facilities, whether for finance or goods or
                services, whether from the Shareholders or from third parties, shall
                be
                procured on an armslength basis on normal commercial terms and
                prices.

            15.

            CESSION

No
      Party
      to this Agreement shall cede, assign, transfer, encumber or delegate any of
      its
      rights in terms of this Agreement without the prior written consent of the
      other
      Parties.
 
            16.

            CONFIDENTIALITY

            16.1.

            The
                Parties acknowledge that any information supplied in connection with
                this
                Agreement or in connection with each other’s technical, industrial or
                business affairs which has been or may in any way whatsoever be
                transferred or come into the possession or knowledge of any other
                of them
                (“the Receiving Party”) may consist of confidential or proprietary data,
                disclosure of which to or use by third parties might be damaging
                to the
                Party concerned.

-20-

            16.2.

            The
                Receiving Party 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 Agreement
                and
                to release it only to such properly authorised directors, employees
                or
                third parties requiring such information for the purposes of this
                Agreement and agrees 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.

            16.3.

            The
                undertaking and obligations contained in this 16
                do
                not apply to information which:

            16.3.1.

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

            16.3.2.

            the
                Receiving Party demonstrates was already in the Receiving Party’s
                possession prior to receipt by or disclosure to the Receiving
                Party;

            16.3.3.

            is
                required by law to be disclosed;

            16.3.4.

            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.

            17.

            SUCCESSORS-IN-TITLE

This
      Agreement shall be binding on the successors-in-title and/or assignees and/or
      cessionaries of the Parties.
 
            18.

            WHOLE
                AGREEMENT

This
      Agreement constitutes the whole agreement between the Parties relating to the
      subject matter hereof and:
 
            18.1.

            no
                consensual cancellation, alteration or variation of the Agreement
                or
                settlement of any disputes arising under this Agreement shall be
                of any
                force and effect unless agreed to by all the Parties and then recorded
                in
                writing;

-21-

            18.2.

            no
                extension of time, waiver or relaxation or suspension of any of the
                provisions or terms of this Agreement shall be binding unless recorded
                in
                writing and signed by the Parties;

            18.3.

            no
                Party shall be bound by any express or implied term, representation,
                warranty, promise or the like not recorded herein;
                and

            18.4.

            no
                extension of time, waiver or relaxation of any of the provisions
                or terms
                of this Agreement shall operate as an estoppel against any Party
                in
                respect of that Party’s rights under this Agreement, nor shall it preclude
                such Party thereafter from exercising such Party’s rights strictly in
                accordance with this Agreement.

            19.

            VALIDITY

Should
      any provisions contained in this Agreement be found to be fully or partially
      invalid or unenforceable, the validity and enforceability of the remaining
      provisions shall not be affected. Further, if any provision is found to be
      invalid and/or unenforceable, the result and effect intended by such provision
      shall be achieved by replacing it with an appropriate valid and/or enforceable
      provision.
 
            20.

            NOTICES
                AND DOMICILIA

            20.1.

            The
                Parties choose as their domicilium citandi et executandi their addresses
                set out in this clause 20
                for all processes arising out of or in connection with this Agreement
                at
                which addresses all the processes and notices arising out of or in
                connection with this Agreement, the breach or termination thereof
                may
                validly be served upon or delivered to the
                Parties.

            20.2.

            For
                the purposes of this Agreement the Parties’ respective addresses shall
                be:

20.2.1.         Winlen: 
x/x
      Xxxxxxxx
Xxxxxxxx
      Xxxxx
0,
      Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx
      Xxxx
Xx
      Xxxxx
      Xxxxx Office Estate
La
      Lucia
4051
Facsimile
      No. 031-5607351;
 
-22-

20.2.2.         Century:
       
00xx Xxxxx 
0 Xxxxxxxx Xxxxxx
Xxxx
      Xxxx
8001
Facsimile
      No. 021-4213739

or
      such
      other address in the Republic of South Africa, not being a post office box
      or
poste
      restante,
      of
      which the Party concerned may notify the others in writing.
 
            20.3.

            Any
                notice given in terms of this Agreement shall be in writing and shall,
                unless the contrary is proved:

            20.3.1.

            if
                delivered by hand be deemed to have been duly received by the addressee
                on
                the date of delivery;

            20.3.2.

            if
                delivered by courier service be deemed to have been received by the
                addressee on the 1st
                (first) Business Day following the date of such
                delivery;

            20.3.3.

            if
                transmitted by facsimile be deemed to have been received by the addressee
                1 (one) Business Day after
                dispatch.

            20.4.

            Notwithstanding
                anything to the contrary contained in this Agreement, a written notice
                or
                communication actually received by one of the Parties from another
                including by way of facsimile transmission or e-mail shall be adequate
                written notice or communication to such
                Party.

            21.

            COSTS

The
      costs
      of and incidental to the negotiation, drawing and signing of this Agreement
      shall be borne by the Parties incurring those costs. 
 
-23-

SIGNED
      AT    Durban   THIS  16th  
DAY
      OF  
Novemeber 
2005
AS
      WITNESSES:

1.
      /s/ R.
      Thiokham

2.
      /s/ S.
      Mngomezu                                                                     
/s/ X. Xxxxx
For
      and on behalf of
Winlen
      Casino Operators
(Proprietary)
      Limited

SIGNED
      AT     Cape Town   THIS  
21st 
DAY
      OF   Novemeber  2005
AS
      WITNESSES:

1. /s/
      Xxxxx Xxxxxxx

2. /s/
      Xxxxx
      Xxxxxxxxxx                                                               /s/
      Xxxxxxxxx Xxxxxxx
For
      and on behalf of
Century
      Casinos Africa 
(Proprietary)
      Limited

-24-
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SHAREHOLDERS’ AGREEMENT between CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED and WINLEN CASINO OPERATORS (PROPRIETARY) LIMITED Prepared by: Bowman Gilfillan Attorneys SA Reserve Bank Building, 60 St George's Mall, Cape Town, 8001 PO Box 248, Cape...

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