Despite putting up a worthy fight, Uganda Premier League giants KCCA FC were eliminated by Libyan side Abu Salim from the second preliminary round of the CAF Confederation Cup.
A goal from Muhammad Shaban and a brace from Usama Arafat ensured that the Cityzens won 3-2 and got dumped out on a 5-4 aggregate.
KCCA had lost the first leg in Tunisia 3-1 and needed at least a 2-0 victory or another by an over three goal-margin.
With barely a ball kicked, the guests nearly grabbed a first minute opener but Mourad Zahou's miscued cross that nearly turned into a shot, was saved well by goalkeeper Juma Mutebi.
The hosts then got into groove and broke the deadlock in the 18th minute as Shaban capitalized on goalkeeper Moaad Amer Al Ageli's mistake, to tap home.
Seven minutes later, KCCA nearly made it 2-0, but Abubakar Mayanja's low drive was parried out by Ageli.
The early moments of the second half were even in terms of attacking potent with no real threat from either side, albeit, with KCCA dominating possession.
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Abu Salim then leveled matters in the 69th minute through an Abdulmunem Aleiyan penalty after Peter Nworah was felled in the box.
Five minutes later, the visitors thought they had made it 2-1, but substitute Mahmoud Elbouashi was denied by custodian Juma Mutebi.
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Six minutes to the 90, KCCA got a lifeline as substitute Usama Arafat headed in beautifully past Ageli.
It didn't take long for Abu Salim to level again through Mohamed Elghadi following a blistering counterattack.
At the 90th minute-mark, Usama Arafat added another header, following superb delivery from Moses Waiswa, to give the KCCA faithful new life.
Despite a late fight from KCCA, it's the Libyans that sailed through to the group stages.
How both teams lined up
KCCA: Juma Mutebi (GK), Aires Emilson Zeca, Eufranio Carlos Da Cungulo, Muhammad Shaban, Etienne Katenga, Joao Estevez Cardoso, Peter Magambo (c), Herbert Achai, Abubakar Mayanja, Moses Waiswa, James Mubezi.
Substitutions: Derrick Ochan, Saidi Mayanja, Hassan Mubiru, Ashraf Mugume, Faisal Wabyoona, Bruno Mfulu, Joel Sserunjogi, Usama Arafat Kiza, Filbert Obenchan.
Abu Salim: Moaad Amer Al Ageli (C/GK), Hosam Alabani, Thameur Sahli, Mohamed Elghadi, Abdulmunem Aleiyan, Elmutasam Abushnaf, Mourad Zahou, Peter Nworah, Abdulrauf Alshohan, Mohamed Elfezani, Mondher Gassmi.
Substitutions: Firas Shelegh, Ayoub Adrees, Mohamed Salem Aweda, Mohammed Alzabad, Mahmoud Elbouashi, Maruwan Alsuwaye, Yassine Salhi, Abdulrauf Rawaq, Ayhaan Almiqlash.