FIRST AMENDMENT

TO
EMPLOYEES' EQUITY INCENTIVE PLAN
AS
AMENDED AND RESTATED

CENTURY CASINOS, INC.

Dated as of May 1, 2000

FIRST AMENDMENT
TO EMPLOYEES' EQUITY INCENTIVE PLAN
AS AMENDED AND RESTATED

This First Amendment to Employee's Equity Incentive Plan, as Amended and Restated, of Century Casinos, Inc., a Delaware corporation (the "Company"), is made as of this 1st day of May, by and among all of the undersigned Directors of the Company:

RECITALS

1. On or about April 29, 1994, the Company adopted the Employees' Equity Incentive Plan.

2. On or about December 1, 1999, the Company amended and restated the Employee's Incentive Plan, as the Employees' Equity Incentive Plan, Amended and Restated (the "Plan");

3. The Company now desires to further amend the Plan.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Directors agree as follows:

1. Section 5 of the Plan is hereby amended, to read in its entirety as follows:

"SECTION 5

MERGER, REORGANIZATION OR LIQUIDATION

In the event that:

(a) the Company is merged or consolidated with another corporation (other than a merger or consolidation in which the Company or a subsidiary is the continuing corporation and which does not result in any reclassifications or change of outstanding Shares); or

(b) if all, or substantially all, of the assets, or more than 50% of the outstanding voting stock of the Company, is acquired by any other corporation, business entity or person (other than a sale or conveyance in which the Company continues as a holding company of an entity or entities that conduct the business or businesses formerly conducted by the Company); or

(c) there is a reorganization (other than a reorganization under the United States Bankruptcy Code) or liquidation of the Company;

the Incentive Plan Committee (appointed by the existing Board of Directors prior to such merger, reorganization or liquidation) shall have the power and discretion to prescribe the terms and conditions for the exercise of or modification of, any outstanding Awards granted hereunder.

This discretionary power of the Incentive Plan Committee existing prior to such event shall apply only in the event the provisions of Section
11 ("Change in Control") do not apply (in which event the Incentive Plan Committee must proceed pursuant to the provisions set forth in Section 11).

By way of illustration, and not by way of limitation, the Incentive Plan Committee existing prior to any event in (a), (b), or (c) above may, under this Section 5:

(a) provide for the complete or partial acceleration of the dates of exercise of the Options; or

(b) provide that such Options will be exchanged or converted into options to acquire securities of the surviving or acquiring corporation; or

(c) provide for a payment or distribution in respect of outstanding Options (or the portion thereof that is currently exercisable) in cancellation thereof; or

(d) remove restrictions on Restricted Stock; or

(e) may modify the performance requirements for any other Awards; or

(f) provide that Stock or other Awards granted hereunder must be exercised in connection with the closing of such transaction, and that if not so exercised such Awards will expire.

Any such determinations by the Incentive Plan Committee may be made generally with respect to all Participants, or may be made on a case-by-case basis with respect to particular Participants.

The provisions of this Section 5 shall not apply to any transaction undertaken for the purpose of reincorporating the Company under the laws of another jurisdiction, if such transaction does not materially affect the beneficial ownership of the Company's capital stock."

2. Section 11.3(a), Definition, of the Plan is hereby amended to read as follows:

"11.3 Definition. For purposes of the Plan, a "change in control" shall be deemed to have occurred if any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the 1934 Act), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (ii) such person or group made up solely of directors of the Company, duly elected or reelected by the Shareholders at the most recent annual meeting of the Company, or officers of the Company duly appointed by such elected or reelected directors, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than 33 1/3% of the then outstanding voting stock of the Company."

3. All other provisions of the Plan are hereby ratified, confirmed and approved, and shall remain unchanged, in full force and effect.

IN WITNESS WHEREOF, the Company, through the ratification and approval of its Board of Directors, has caused this First Amendment to Employees' Equity Incentive Plan to be duly executed, all as of the date and year first above written.

CENTURY CASINOS, INC.

      /s/ Erwin Haitzmann
-------------------------
          Erwin Haitzmann


     /s/ Peter Hoetzinger
-------------------------
         Peter Hoetzinger


   /s/ Gottfried Shellman
 ------------------------
       Gottfried Shellman


   /s/ Robert S. Eichberg
 ------------------------
       Robert S. Eichberg


        /s/ Dinah Corbaci
 ------------------------
            Dinah Corbaci

SECOND AMENDMENT

TO CENTURY CASINOS, INC.
EMPLOYEES' EQUITY INCENTIVE PLAN
AS AMENDED AND RESTATED

Dated as of March 12, 2001

SECOND AMENDMENT TO
CENTURY CASINOS, INC.
EMPLOYEES' EQUITY INCENTIVE PLAN
AS AMENDED AND RESTATED

This Second Amendment to Century Casinos, Inc. Employees' Equity Incentive Plan, as Amended and Restated, is entered into and approved by the Board of Directors to become effective as of March 12, 2001.

RECITALS

A. Establishment. Century Casinos Inc., a Colorado corporation (hereinafter referred to, together with its Affiliated Corporations (as defined in section 2.1(a) as the "Company" except where the context otherwise requires), established the Century Casinos, Inc. Employees' Equity Incentive Plan (the "Plan") for certain key employees of the Company, effective April 29, 1994.

B. Amendment. The Board of Directors now wishes to amend the Plan pursuant to
Section 15, "Plan Amendment, Modification and Term."

C. Since the Amendment pertains only to Non-Statutory stock options, stockholder approval is not required to enable the Plan to meet applicable statutory or regulatory requirements.

NOW, THEREFORE, the Board of Directors hereby amends the Plan as follows:

1. Section 7.2 (f), Transferability, is hereby amended, to read in its entirety as follows:

"(f) Transferability.

(i) Each stock option agreement for Incentive Stock Options, as defined herein, shall provide that the Option granted therein is not transferable by the Option Holder except by will or pursuant to the laws of descent and distribution, and that such Option is exercisable during the Option Holder's lifetime only by him or her, or in the event of disability or incapacity, by his or her guardian or legal representative.

(ii) Each stock option agreement for Non-Statutory Stock Options, as defined herein, shall allow the limited transferability of such options (a) to legal entities which are 100% owned or controlled by the Optionee, or if not 100% owned or controlled by the Optionee, pursuant to conditions of transfer wherein only the Optionee or the Trust Managers of Optionee's Family Trust, during the Optionee's lifetime and as long as Optionee is one of the beneficiaries of such Family Trust, can exercise such options; or
(b) by will or pursuant to the laws of descent and distribution.

As to stock options transferred under (ii) (a) or (b) above, such Option is exercisable (i) during the Option Holder's lifetime and as long as Optionee is one of the beneficiaries of such Family Trust only by the Optionee, the Trust Managers of Optionee's Family Trust, or (ii) in the event of Optionee's disability or incapacity, by his or her guardian or legal representative, or (iii) in the event of the death of Optionee by the Trust Managers of Optionee's Family Trust for a period of 90 days from the death of Optionee."

2. All other terms, conditions and provisions of the Plan and hereby ratified, confirmed and approved, and shall remain unchanged, in full force and effect.

Signed by the Board of Directors this 12 day of March, 2001.

CENTURY CASINOS, INC.

      /s/ Erwin Haitzmann
-------------------------
          Erwin Haitzmann


     /s/ Peter Hoetzinger
-------------------------
         Peter Hoetzinger


         /s/ James Forbes
-------------------------
             James Forbes

  /s/ Gottfried Shellmann
-------------------------
      Gottfried Shellmann


   /s/ Robert S. Eichberg
-------------------------
       Robert S. Eichberg


        /s/ Dinah Corbaci
  -----------------------
            Dinah Corbaci

AMENDMENT
TO
THE CENTURY CASINOS, INC.
AMENDED AND RESTATED
EMPLOYEES' EQUITY INCENTIVE PLAN

THIS AMENDMENT to the Century Casinos, Inc. 1994 Employees' Equity Incentive Plan, as Amended and Restated (this "Amendment"), is adopted this first day of June, 2001 by the order of the Board of Directors of Century Casinos, Inc., a Delaware corporation (the "Company").

Recitals

A. The Board of Directors of the Company adopted that certain Employees' Equity Incentive Plan, as Amended and Restated (the "Plan"), for certain of its employees.

B. Under Section 15 of the Plan, the Board of Directors of the Company may terminate, amend or modify the Plan.

C. The Board of Directors of the Company has determined, following discussion with its independent auditors, that it is in the best interest of the Company to amend the Plan as more fully set forth below in order to continue treatment of the Plan under fixed accounting treatment as compared to variable accounting.

Amendment

The Plan is amended as set forth herein:

1. Section 7.2(g)(ii)(E) is amended in its entirety to read as follows:

(E) If approved by the Board, by instructing the Company to withhold from the shares of Stock issuable upon exercise of the stock option shares of Stock in payment of all or any part of the Option Price, which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Board.

2. Section 7.2(g)(iii) is amended in its entirety to read as follows:

(iii) If approved by the Board, the Company may guarantee a third-party loan obtained by a Participant to pay part or all of the Option Price of the Shares provided that such loan or the Company's guaranty is secured by the Shares.

3. Section 7.2(i)(i) is amended in its entirety to read as follows:

(i) Non-Statutory Options. Each stock option agreement covering Non-Statutory Options shall provide that, upon exercise of the Option, the Option Holder shall make appropriate arrangements with the Company to provide for the amount of minimum withholding required by applicable federal and state income tax laws, including payment of such taxes through delivery of Stock or by withholding Stock to be issued under the Option, as provided in Section 16.

4. Section 7.2(i)(ii) is hereby amended in its entirety to read as follows:

(ii) Incentive Options. In the event that a Participant makes a disposition (as defined in Section 424(c) of the Internal Revenue Code) of any Stock acquired pursuant to the exercise of an Incentive Stock Option prior to the expiration of two years from the date on which the Incentive Stock Option was granted or prior to the expiration of one year from the date on which the Option was exercised, the Participant shall send written notice to the Company at its principal office (Attention: Corporate Secretary) of the date of such disposition, the number of shares disposed of, the amount of proceeds received from such disposition, and any other information relating to such disposition as the Company may reasonably request. The Participant shall, in the event of such disposition, make appropriate arrangements with the Company to provide for the amount of minimum withholding, if any, required by applicable federal and state income tax laws.

5. Section 16.2 is hereby amended in its entirety to read as follows:

16.2 Withholding With Stock. At the time the Incentive Plan Committee grants an Award, the Committee, in its sole discretion, may grant the Participant an election to pay all such amounts of tax withholding, or any part thereof, by electing to transfer to the Company, or to have the Company withhold from Shares otherwise issuable to the Participant, Shares having a value equal to the minimum amount required by applicable federal and state income tax laws to be withheld or such lesser amount as may be

elected by the Participant. If withholding is satisfied by the transferring of owned Shares, such Shares must have been held by the participant for a period of not less than six months. All elections shall be subject to the approval or disapproval of the Incentive Plan Committee. The value of Shares to be withheld shall be based on the Fair Market Value of the Stock on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). Any such elections by Participants to have Shares withheld for this purpose will be subject to the following restrictions:

(a) All elections must be made prior to the Tax Date.

(b) All elections shall be irrevocable.

(c) If the Participant is an officer or director of the Company within the meaning of Section 16 of the 1934 Act ("Section 16"), the Participant must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of Shares to satisfy such tax withholding obligations.

THIS AMENDMENT was adopted and approved by the Board of Directors of the Company by unanimous written consent effective on June 1, 2001.

       /s/ Larry Hannappel
   -----------------------
Larry Hannappel, Secretary

UNANIMOUS CONSENT OF
THE BOARD OF DIRECTORS
OF
CENTURY CASINOS, INC.

The following resolutions were approved and adopted by the unanimous written consent of the Board of Directors of Century Casinos, Inc. a Delaware corporation (the "Company"), as of June 1, 2001, pursuant to the Delaware General Corporation Law.

WHEREAS, the Board of Directors of the Company (the "Board") has adopted the Century Casinos, Inc. Employees' Equity Incentive Plan, as Amended and Restated (the "Plan"), which became effective on April 29, 1994.

WHEREAS, the Board has determined, following discussion with its independent auditors, that it is in the best interest of the Company to amend the Plan in the manner set forth in the Amendment to the Plan dated as of June 1, 2001 (the "Amendment"), in order to continue treatment of the Plan under fixed accounting treatment as compared to variable accounting treatment following the enactment of FASB Interpretation No. 44.

NOW, THEREFORE, upon unanimous resolution of the Board, be it

RESOLVED, that the Amendment is hereby adopted and approved; and

FURTHER RESOLVED, that the proper officers of the Company are hereby authorized and directed to take such actions as may be necessary to implement the foregoing resolution.

/s/ Erwin Haitzmann                                            /s/ James Forbes
------------------                                          -------------------
Erwin Haitzmann                                                    James Forbes


/s/ Peter Hoetzinger                                    /s/ Gottfried Shellmann
-----------------                                           -------------------
Peter Hoetzinger                                            Gottfried Shellmann


/s/ Robert Eichberg
-----------------
Robert S. Eichberg


/s/ Dinah Corbaci
-----------------
Dinah Corbaci

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT is made effective for all purposes and in all respects as of the 1st day of January 2002 by and between CENTURY CASINOS, INC., a Delaware corporation (hereinafter referred to as the "Company"), and Respond Limited, an Isle of Man Company (hereinafter referred to as the "Consultant").

WITNESSETH THAT:

WHEREAS, Consultant has a contractual relationship with Mr James Forbes (UK citizen born June 27, 1957) who was previously employed by the Company as an employee and/or manager in the capacity of executive management; and

WHEREAS, Consultant has the right, and the human resources available, to provide executive management services (a substantial part of the services Mr James Forbes previously provided) to the Company; and

WHEREAS, both the Company and the Consultant desire to set forth the terms and conditions of their agreements and understandings, and for their mutual benefit to establish the term of Consultant's engagement hereunder.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending legally to be bound, agree as follows:

1 Term of Agreement

The term of this Agreement shall commence on 1st January, 2002 and shall continue until 31st December, 2005 and shall be automatically renewed for additional successive periods of five (5) years each thereafter, unless sooner terminated in accordance with the relevant provisions of this Agreement.

2 Duties of Consultant

2.1 By entering into this Agreement, Consultant shall undertake and assume the responsibility of performing for an on behalf of the Company such duties as are usual and customary in the provision of executive management services for the Company's interests in Gauteng (South Africa) and/or consulting to subsidiaries and/or any other entities the company is related or associated to and/or may require from time to time. The duties of Consultant shall be performed through Consultancy of Mr James Forbes and/or any such additional person(s) as the Company and the Consultant may by mutual agreement determine.

3 Compensation

3.1 Management Fee As annual compensation for the services rendered by Consultant for the Company pursuant to this Agreement, Consultant shall be paid not less than the following base annual management fee, on a monthly basis, during the term hereof: $120,000, plus any annual increases and any bonuses, and any such other incentives, benefits, and compensation as may be awarded from time to time by the Compensation Committee of the Board of Directors of the Company or their monitory equivalent at the discretion of the Board of Directors.

3.2 Management Fee Review Consultant's management fee shall be reviewed annually by the Compensation Committee of the Company.

4 Additional Benefits

In addition to, and not in limitation of, the compensation referred to in
Section 3, Consultant shall receive reimbursement of all reasonable expenses incurred in connection with the performance of the duties for the Company, upon submission of receipts to the Company. Reasonable expenses shall include, but not be limited to all out-of-pocket expenses for entertainment, travel, meals, lodging, automobile expenses, communications and office costs and the like incurred by the Consultant in the interest of the Company.

5 Termination

5.1 Termination By Either Party Without Cause At any time during the term hereof, or at the end of the term or any renewal term under Section 1 above, this Agreement may be terminated "without cause" by either the Company or the Consultant upon written notice to the other party.

(a) Termination By Consultant In the event of such termination "without cause" by Consultant, the Company shall have the option either (i) to accept Consultant's termination , effective immediately on receipt of such written notice; or (ii) to require Consultant to continue to perform it's duties hereunder, for a period not to exceed six (6) months from the date of receipt of such written notice.

In either event, the Consultant's compensation and benefits hereunder shall continue only until the date on which the Consultant ceases to perform any further duties for the Company.

(b) Termination By Company In the event of such termination "without cause" by the Company, Consultant shall be continued at the same base fee for a period of six (6) months from the date on which the Consultant receives written notice of termination. Such compensation shall be paid to the Consultant in six (6) equal, successive monthly payments, beginning on the 1st day of the month immediately following the date on which the Consultant receives written notice of termination.

Consultant shall continue to make itself available to, and shall cooperate with the Company, as may be reasonably required to assist the Company during the six-month transition period.

(c) In the event Consultant's engagement hereunder is terminated by the Company "without cause" pursuant to this Section 5.1(b), after a "Change of Control", as defined in Section 5.3(a)(ii) below, has occurred, then the provisions of Section 5.3(b) shall apply.

5.2 Termination By Company For Cause

Notwithstanding any other provision hereof, the Company may terminate Consultant's engagement under this Agreement at any time for cause. The termination shall be effected by written notice thereof to the Consultant, which shall specify the exact cause for termination.

For purposes hereof, the term "cause" shall mean the failure of Consultant or it's employee(s) for any reason, within thirty (30) days after receipt by Consultant of written notice thereof from the Company, to correct, cease, or otherwise alter any specific action or omission to act that constitutes a material and wilful breach of this Agreement likely to result in material damage to the Company, or wilful gross misconduct likely to result in material damage to the Company.

Upon such valid termination for cause by the Company, Consultant shall not receive any termination pay or benefits beyond the date on which he receives final written notice of termination.

5.3 Termination By Consultant For Cause

(a) Notwithstanding any other provision hereof, Consultant may terminate its engagement with Company under this Agreement at any time for cause, upon written notice thereof to the Company specifying the cause for Consultant's termination.

For purposes hereof, the term "for cause" shall mean:

(i) the failure of the Company for any reason, within thirty (30) days after receipt by the Company of written notice from Consultant, to correct, cease, or otherwise alter any material adverse change in the conditions of Consultant's engagement, including, but not limited to any change in Consultant's duties (such as, but not limited to another person or consulting company assuming the same or similar job description or title of employee(s) position or duties, or the Consultant's primary duties and/or services being assigned to be performed by the Consultant in a country other than the country of primary residence of Mr James Forbes, or any such other person(s) provided to the Company by the Consultant), unless Consultant consents in writing to such change, or unless directed by the Compensation Committee (as long as the Compensation Committee consists of persons appointed by the Company's Board of Directors before any Change of Control); or

(ii) a "Change of Control" of the Company occurs or has previously occurred at any time during Consultant's engagement hereunder.

"Change of Control" as used herein shall mean: (a) any person or entity (not affiliated with the Consultant or any person(s) provided to the Company by the Consultant) becoming the beneficial owner of a majority of the Company's then outstanding securities; (b) the triggering of the issuance of stock rights to Shareholders pursuant to the Company's Stock Rights Agreement, as amended from time to time;
(c) the replacement during any two calendar years of a majority of the existing Board of Directors of the Company; (d) holders of the Company's securities approve a merger, consolidation or liquidation of the Company.

(b) In the event of termination by the Consultant "for cause" hereunder:

(1) A lump sum cash benefit payment of three (3) times the Consultant's then current annual fee plus three (3) times the Consultant's average bonus for the last three years shall be made to Consultant within 30 days of such written notice.

(2) Consultant may also, in addition to, and not in limitation of payments under Section 5.3(b)(1) hereunder, at his sole option, elect to serve as a consultant to Company (working out of his then current residence) for an additional period of three (3) years at his then current fee, his previous year's bonus and current benefits.

5.4 Effective Date of Termination Unless otherwise specified, the effective date of termination, as used in this Section 5, shall be the date on which Consultant receives written notice of termination from the Company or gives written notice of termination to the Company.

6 Other Business Activities

During the period of it's engagement under this Agreement, the Consultant shall not be employed by or otherwise engage or be interested in any business other than that of the Company, with the following exceptions:

(a) Consultant's investment or involvement in any business shall not be considered a violation of this Section, provided that such business is not in direct competition with the Company and the Consultant does not render substantial management or other personal or similar services to such business;

(b) Consultant may consult with or for other businesses not in direct competition with the Company.

7 Indemnification

So long as Consultant is not found by a court of law to be guilty of a wilful and material breach of this Agreement, or to be guilty of wilful gross misconduct, Consultant shall be indemnified from and against any and all losses, liability, claims and expenses, damages, or causes of action, proceedings or investigations, or threats thereof (including reasonable attorney fees and expenses of counsel satisfactory to and approved by Consultant) incurred by Consultant, arising out of, in connection with , or based upon Consultant's services and the performance of it's duties pursuant to this Agreement, or any other matter contemplated by this Agreement, whether or not resulting in any such liability; and Consultant shall be reimbursed by the Company as and when incurred for any reasonable legal or other expenses incurred by Consultant in connection or defending against any such loss, claim, damage, liability, action, proceeding, investigation or threat thereof, or producing evidence, producing documents or taking any other action in respect thereto (whether or not Consultant is a defendant in or target of such action, proceeding or investigation).

8 Burden and Benefit

Unless the express provisions of a particular section of this Agreement state otherwise, or performance thereunder would be impossible, this Agreement shall be binding upon, and shall inure to the benefit of, Company and Consultant, and their respective heirs, personal and legal representatives, successors, and assigns. It shall also be expressly binding upon and inure to the benefit of any person or entity assuming the Corporation/Company, by merger, consolidation, purchase of assets or stock., or otherwise.

9 Governing Law

It is understood and agreed that the construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of Delaware. The Company agrees to cover all costs, including legal, arising in connection with drafting and implementing this Agreement, both for the Company and for Consultant.

10 Severability

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity and enforceability of the other provisions.

11 Notice

Any notice required to be given hereunder shall be sufficient if it is in writing and sent by certified or registered mail, return receipt requested, first-class postage prepaid, to the following respective addresses, which may hereafter be changed by written notice to the other party. Company at 200 - 220 East Bennett Ave., Cripple Creek, CO 80813, USA, Consultant at Samuel Harris House, 5-11 St Georges Street, Douglas, Isle of Man, IM1 1AJ.

12 Entire Agreement; Interpretation

12.1 This Agreement contains the entire agreement and understanding by and between the Company and Consultant with respect to the engagement of Consultant. No change or modification of this Agreement shall be valid or binding unless it is in writing and signed by the party intended to be bound. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or at any other time. The Compensation Committee shall interpret and administer this Agreement, in good faith, and may make such administrative or ministerial adjustments hereto as may be reasonably required without requiring written Amendment, if both parties agree, and the rights of the Consultant are not adversely affected thereby.

13 Confidentiality

Other then in the performance of its duties hereunder, Consultant agrees not to disclose, either during the term of its engagement by the Company or at any time thereafter, to any person, firm or corporation any confidential information concerning the business affairs, financial affairs, know-how, private documents, reports, plans, proposals, marketing and sales plans, or similar information of the Company. Any such documents, techniques, methods, processes or technologies used by the Company shall be considered confidential and a "trade secret" for the purposes of this Agreement.

COMPANY:                            CONSULTANT:

CENTURY CASINOS, INC.,              Respond Limited,
a Delaware corporation              an Isle of Man Company

     /s/ Erwin Haitzmann               /s/ Christine Joan James
By:..............................   By:..............................
Chairman, Compensation Committee        Director


     /s/ Peter Hoetzinger              /s/ Nigel Glazier Scott
By:..............................   By:...............................
Member, Compensation Committee          Director

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made effective for all purposes and in all respects as of the 18th day of February, 2003, by and between CENTURY CASINOS, INC., a Delaware corporation (hereinafter referred to as the "Employer" or the "Company"), and ERWIN HAITZMANN (hereinafter referred to as the "Employee").

WITNESSETH THAT:

WHEREAS, Employee is presently employed, and has since 1993 been employed by the Company; and

WHEREAS, the Employee's performance of his duties of the Company has been and continues to be critical to the success of the Company; and

WHEREAS, both the Company and the Employee desire to set forth the terms and conditions of their agreements and understandings (as agreed verbally and as consummated and acted on immediately before entering into this Agreement), and for their mutual benefit to extend the term of Employee's employment hereunder;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending legally to be bound, agree as follows:

1. Term of Agreement.

The term of this Agreement shall commence on the 18th day of February, 2003, and shall continue until December 31, 2008, and shall be automatically renewed for additional, successive periods of five (5) years each thereafter, unless sooner terminated in accordance with the provisions of Paragraph 5.

2. Duties of Employee.

A strong focus of the Company's operations and future developments lies, and will continue to lie, overseas (outside the US). The continuous management and supervision of the existing international operations, as well as the acquisition of new international projects and developments, require a substantial amount of international traveling. In accepting this Employment Agreement, Employee shall undertake and assume the responsibility of looking after the Company's international businesses and shall devote his best efforts to such duties.

3. Compensation.

3.1 Salary. As compensation for the services rendered by Employee for the Company pursuant to this Agreement, Employee shall be paid not less than the following base annual salary, on a monthly basis, during the term hereof:
$24,000, plus annual increases and bonuses, and such other incentives, benefits, insurance policies and compensation as may have been and may be awarded to him from time to time by the Compensation Committee of the Board of Directors of the Company.

3.2 Employees' Equity Incentive Plan. Employee shall be a participant in the Company's Employees' Equity Incentive Plan, as it may be amended from time to time by the Board of Directors; provided, that if any change - after the date of this Agreement - in any tax rules and regulations, or in the application or applicability of any tax rules as a result of Employee's employment with the Company, or required accounting principles shall negatively impact the amount of Employee's total after tax compensation under this Section 3, the Company shall increase Employee's other compensation and incentives accordingly to completely offset such negative impact.

3.3 Salary Review. Employee's salary will be reviewed annually by the Compensation Committee.

4. Additional Benefits.

In addition to, and not in limitation of, the compensation referred to in
Section 3, Employee shall be paid the following

additional benefits during the term hereof:

4.1 Reimbursement. The Company shall continue to either provide Employee with, or shall reimburse Employee for, all Reasonable Expenses incurred by him in connection with the performance of his duties as an executive for the Company, in substantially at least the same form and fashion as it has been done during the past twelve (12) months preceding the date of this Agreement.

4.2 Death or Disability Payments.

(a) In the event of the Employee's disability or death, during the term of his employment hereunder, Employee's salary in effect at the time of his death or disability shall continue to be paid to the Employee, or to his designee or heirs, for a period of twelve (12) calendar months from the date of death or from the date of Employee's termination of employment by reason of disability.

(b) For the purposes of this Employment Agreement, the obligations of the Company to make the payments upon the disability of Employee shall not become effective unless and until all of the following conditions are met, as determined (referring to (i) and (ii) below) by the Employee's regular physician and an independent physician selected by the Employee (or his immediate family):

(i) Employee shall become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illnesses) of properly performing the services required of him in accordance with his obligations under Section 2 hereof or similar provisions of any renewal agreement;

(ii) Such incapacities shall exist or be reasonably expected to exist for more than one hundred eighty (180) days in the aggregate during the period of twelve (12) consecutive months; and

(iii) Either the Employee or the Company shall have given the other sixty (60) days written notice of his or its intention to terminate the active employment of Employee because of such disability.

5. Termination.

5.1 Termination By Either Party Without Cause. At any time during the term hereof, or at the end of the term or any renewal term under Section 1 above, this Employment Agreement may be terminated "without cause" by either the Company or the Employee upon sixty (60) days written notice to the other party.

(a) Termination By Employee. In the event of such termination "without cause" by Employee, the Company shall have the option either (i) to accept Employee's resignation, effective immediately on receipt of such written notice; or (ii) to require Employee to continue to perform his duties hereunder, for a period not to exceed six (6) months from the date of receipt of such written notice.

In either event, the Employee's compensation and benefits hereunder shall continue only until the date on which the Employee ceases to perform any further duties for the Company.

(b) Termination By Company. In the event of such termination "without cause" by the Company, Employee shall be continued at the same base salary for a period of six (6) months from the date on which the Employee receives written notice of termination. Such compensation shall be paid to the Employee in six (6) equal, successive monthly payments, beginning on the 1st day of the month immediately following the date on which the Employee receives written notice of termination.

Employee shall continue to make himself available to, and shall cooperate with the Company, as may be reasonably required to assist the Company during the six-month transition period.

(c) In the event Employee's employment hereunder is terminated by the Company "without cause" pursuant to this Section 5.1(b), during the first three (3) years after a "Change of Control," as defined in Annexure A, has occurred, then the provisions of Section 5.3(b) shall apply.

5.2 Termination By Company For Cause.

Notwithstanding any other provision hereof, the Company may terminate Employee's employment under this Agreement at any time for cause. The termination shall be effected by written notice thereof to the Employee, which shall specify the exact cause for termination.

Upon such valid termination for cause by the Company, Employee shall not receive any termination pay or benefits beyond the date on which he receives final written notice of termination.

5.3 Termination By Employee For Cause.

(a) Notwithstanding any other provision hereof, Employee may terminate his employment with Company under this Agreement at any time for cause and no later than three (3) years after such cause has occurred, upon written notice thereof to the Company specifying the exact cause for Employee's termination.

(b) In the event of termination by the Employee for cause hereunder:

(1) All of Employee's (including Employee's trusts and foundations) unvested stock and stock options shall immediately vest 100% and Employee (including Employee's trusts and foundations) shall have the option to either (a) receive an immediate payment of the Stock Value of 100% of his Stock and the higher of (i) the value according to the Black and Scholes model, or (ii) the "in-the-money value" of his stock options/warrants as of the date of such written notice, or (b) receive an immediate cash bonus from the Company enabling Employee (including Employee's trusts and foundations), after full payment of all of Employee's (including Employee's trusts and foundations) taxes on such cash bonus, to exercise 100% of his stock options/warrants, and to continue to hold his Stock, with the right to "put" or sell the Stock back to the Company for cash at Stock Value. This right to "put" or sell the Stock back to the Company shall be in full force and effect and valid and exercisable at any time and as how many times as Employee wishes, in whole or in part, within three (3) years after Employee's termination for cause, at Employee's (including Employee's trusts and foundations) sole election.

(2) A lump sum cash retirement benefit payment of three (3) times the Employee's then current annual salary plus three (3) times the Employee's average bonus for the last three years shall be made to Employee within 30 days of such written notice.

(3) Employee may also, in addition to, and not in limitation of payments under Section 5.3(b)(1) and Section 5.3(b)(2) hereunder, at his sole option, elect to serve as a consultant to Company (working from his then current residence) for an additional period of three (3) years at his then current salary, his previous year's bonus and current benefits, including but not limited to reimbursement of all Reasonable Expenses. During such consulting period, Employee would be required to keep himself reasonably available to the Company to render advice or to provide services for no more than thirty (30) days per year.

(4) Employee (including Employee's trusts and foundations) shall be made whole on an after-tax basis (in a timely fashion and in a way not to create any liability for Employee, including Employee's trusts and foundations) with respect to any taxes that might become payable as a result of any action or provision in connection with a Change of Control.

5.4 Effective Date of Termination. Unless otherwise specified, the effective date of termination, as used in this Section 5, shall be the date on which Employee receives written notice of termination from the Company or gives written notice of termination to the Company.

6. Indemnification.

So long as Employee is not found by a court of law to be guilty of a willful and material breach of this Agreement, or to be guilty of willful gross misconduct, he shall be indemnified by the Company from and against any and all losses, liability, claims and expenses, damages, or causes of action, proceedings or investigations, or threats thereof (including reasonable attorney fees and expenses of counsel satisfactory to and selected by Employee) incurred by Employee, arising out of, in connection with, or based upon Employee's services and the performance of his duties pursuant to this Employment Agreement, or any other matter contemplated by this Employment Agreement, whether or not resulting in any such liability; and Employee shall be reimbursed by the Company as and when incurred for any reasonable legal or other expenses incurred by Employee in connection with investigating or defending against any such loss, claim, damage, liability, action, proceeding, investigation or threat thereof, or producing evidence, producing documents or taking any other action in respect thereto (whether or not Employee is a defendant in or target of such action, proceeding or investigation).

7. Burden and Benefit.

Unless the express provisions of a particular section of this Agreement state otherwise, or performance thereunder would be impossible, this Agreement shall be binding upon, and shall inure to the benefit of, Employer and Employee, and their respective heirs, personal and legal representatives, successors, and assigns. It shall also be expressly binding upon and inure to the benefit of any person or entity assuming the Corporation/Company, by merger, consolidation, purchase of assets or stock, or otherwise. The interests of the Employee hereunder are not subject to the claims of his creditors, and may not be voluntarily or involuntarily assigned, alienated or encumbered; provided, that Employee may assign all or any part of his rights, duties and obligations hereunder to any entity (e.g., a partnership or management company) so long as the services to be performed hereunder are personally performed by him.

8. Governing Law.

It is understood and agreed that the construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the country of the Company's and/or the Employee's residence. The Company agrees to cover all costs, including legal, arising in connection with drafting, interpreting and implementing this Employment Agreement, both for the Company and for Employee.

9. Severability.

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity and enforceability of the other provisions.

10. Notice.

Any notice required to be given hereunder shall be sufficient if it is in writing and sent by certified or registered mail, return receipt requested, first-class postage prepaid, to the following respective addresses, which may hereafter be changed by written notice to the other party:

Employer:         Century Casinos, Inc.
                  200 - 220 East Bennett Avenue
                  Cripple Creek, CO. 80813
                  USA

Employee:         Dr. Erwin Haitzmann
                  Zacharias Werner - Gasse 24
                  A-2344 Maria Enzersdorf am Gebirge
                  Austria / Europe

11. Interpretation, Adjustments.

11.1 No representations, promises, agreements, or understandings, written or oral, not contained herein shall be of any force or effect. No change or modification of this Agreement shall be valid or binding unless it is in writing and signed by the party intended to be bound. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or at any other time.

11.2 The Compensation Committee shall have absolute authority to amend, interpret and administer this Agreement, in good faith, and in the best interests of both the Company and Employee, and may make such adjustments or amendments hereto as may be reasonably required, if the rights of the Employee are not adversely affected thereby.

12. Confidentiality.

Other than in the performance of his duties hereunder, Employee agrees not to disclose, either during the term of his employment by the Company or at any time thereafter, to any person, firm or corporation any confidential information concerning the business affairs, financial affairs, know-how, private documents, reports, plans, proposals, marketing and sales plans, or similar information of the Company. Any such documents, techniques, methods, processes or technologies used by the Company shall be considered confidential and a "trade secret" for the purposes of this Agreement.

13. Counterparts and Annexure.

The Agreement may be executed in two or more counterparts, any one of which shall be deemed the original without reference to the others. Annexure A (Definitions) shall be an integral part of this Agreement and the Agreement shall not be complete without it.

IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement as of the day and year first above written.

EMPLOYER:

CENTURY CASINOS, INC.

                     /s/ Peter Hoetzinger
By:    __________________________________
    Vice Chairman, Compensation Committee


                        /s/ Dinah Corbaci
 By:   __________________________________
           Member, Compensation Committee

EMPLOYEE:

                      /s/ Erwin Haitzmann
By:    __________________________________
                          Erwin Haitzmann

ANNEXURE A

Definitions:

As used in this Agreement, the following terms shall have the respective meanings indicated.

Reasonable Expenses. Reasonable expenses shall include, but not be limited to, all out-of-pocket expenses for entertainment, travel (economy flights within the USA, wherever reasonably available, business class on other continental flights, and one class above business class on inter-continental long distance flights), meals, lodging, automobile expenses, communications and office costs and the like incurred by the Employee.

Cause (as used in 5.2). For purposes hereof, the term "cause" shall mean the failure of Employee for any reason, within thirty (30) days after receipt by Employee of written notice thereof from the Company, to correct, cease, or otherwise alter (i) any specific action or omission to act that constitutes a material and willful breach of this Agreement likely to result in material damage to the Company; or (ii) any willful gross misconduct likely to result in material damage to the Company.

Cause (as used in 5.3). For purposes hereof, the term "for cause" shall mean:
(i) the failure of the Company for any reason, within thirty (30) days after receipt by the Company of written notice from Employee, to correct, cease, or otherwise alter any material adverse change in the conditions of Employee's employment, including, but not limited to any change in Employee's title or position, or the duties of such position (such as, but not limited to another person assuming the same or similar title, position or duties, or one or more of the Employee's primary duties being assigned to be performed by the Employee in a country other than his country of primary residence), unless Employee consents in writing to such change; or (ii) a "Change of Control" of the Company occurs, or has previously occurred at any time during Employee's employment hereunder. "Change of Control" as used herein shall mean any of the following: (a) any person or entity (not affiliated with the Employee) becoming the beneficial owner of a majority of the voting rights of the Company's then outstanding securities; (b) the triggering of the issuance of stock rights to Shareholders pursuant to the Company's Stock Rights Agreement, as amended from time to time;
(c) the replacement during any two calendar years of half or more of the existing Board of Directors of the Company; (d) the replacement, or rejection (i.e. through a proxy fight), of one or more person(s), nominated to be Director(s) by the Company's Board of Directors before any Change of Control;
(e) the election of one or more persons to the Company's Board of Directors that have not been nominated by the Company's Board of Directors before any Change of Control; (f) Mr. Peter Hoetzinger is no longer Vice Chairman of the Company, unless because of his death or permanent disability; (g) holders of the Company's securities approve a merger, consolidation or liquidation of the Company.

Stock Value. The Stock Value shall be calculated according to the provisions of the Company's Certificate of Incorporation, article NINTH, C. (b) (i) (a) to (D). The reference to these provisions in the Company's Certificate of Incorporation shall be applicable for the one and only reason of determining the Stock Value.

Stock. The term "Stock" shall include any and all shares of common and/or stock awards (whether restricted or not) and/or preferred stock of the Company and of any subsidiary of the Company owned by the Employee (including Employee's trusts and foundations), no matter how and when acquired (including through exercise of options and/or warrants).

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made effective for all purposes and in all respects as of the 18th day of February, 2003, by and between CENTURY CASINOS, INC., a Delaware corporation (hereinafter referred to as the "Employer" or the "Company"), and PETER HOETZINGER (hereinafter referred to as the "Employee").

WITNESSETH THAT:

WHEREAS, Employee is presently employed, and has since 1993 been employed by the Company; and

WHEREAS, the Employee's performance of his duties of the Company has been and continues to be critical to the success of the Company; and

WHEREAS, both the Company and the Employee desire to set forth the terms and conditions of their agreements and understandings (as agreed verbally and as consummated and acted on immediately before entering into this Agreement), and for their mutual benefit to extend the term of Employee's employment hereunder;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending legally to be bound, agree as follows:

1. Term of Agreement.

The term of this Agreement shall commence on the 18th day of February, 2003, and shall continue until December 31, 2008, and shall be automatically renewed for additional, successive periods of five (5) years each thereafter, unless sooner terminated in accordance with the provisions of Paragraph 5.

2. Duties of Employee.

A strong focus of the Company's operations and future developments lies, and will continue to lie, overseas (outside the US). The continuous management and supervision of the existing international operations, as well as the acquisition of new international projects and developments, require a substantial amount of international traveling. In accepting this Employment Agreement, Employee shall undertake and assume the responsibility of looking after the Company's international businesses and shall devote his best efforts to such duties.

3. Compensation.

3.1 Salary. As compensation for the services rendered by Employee for the Company pursuant to this Agreement, Employee shall be paid not less than the following base annual salary, on a monthly basis, during the term hereof:
$24,000, plus annual increases and bonuses, and such other incentives, benefits, insurance policies and compensation as may have been and may be awarded to him from time to time by the Compensation Committee of the Board of Directors of the Company.

3.2 Employees' Equity Incentive Plan. Employee shall be a participant in the Company's Employees' Equity Incentive Plan, as it may be amended from time to time by the Board of Directors; provided, that if any change - after the date of this Agreement - in any tax rules and regulations, or in the application or applicability of any tax rules as a result of Employee's employment with the Company, or required accounting principles shall negatively impact the amount of Employee's total after tax compensation under this Section 3, the Company shall increase Employee's other compensation and incentives accordingly to completely offset such negative impact.

3.3 Salary Review. Employee's salary will be reviewed annually by the Compensation Committee.

4. Additional Benefits.

In addition to, and not in limitation of, the compensation referred to in
Section 3, Employee shall be paid the following

additional benefits during the term hereof:

4.1 Reimbursement. The Company shall continue to either provide Employee with, or shall reimburse Employee for, all Reasonable Expenses incurred by him in connection with the performance of his duties as an executive for the Company, in substantially at least the same form and fashion as it has been done during the past twelve (12) months preceding the date of this Agreement.

4.2 Death or Disability Payments.

(a) In the event of the Employee's disability or death, during the term of his employment hereunder, Employee's salary in effect at the time of his death or disability shall continue to be paid to the Employee, or to his designee or heirs, for a period of twelve (12) calendar months from the date of death or from the date of Employee's termination of employment by reason of disability.

(b) For the purposes of this Employment Agreement, the obligations of the Company to make the payments upon the disability of Employee shall not become effective unless and until all of the following conditions are met, as determined (referring to (i) and (ii) below) by the Employee's regular physician and an independent physician selected by the Employee (or his immediate family):

(i) Employee shall become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illnesses) of properly performing the services required of him in accordance with his obligations under Section 2 hereof or similar provisions of any renewal agreement;

(ii) Such incapacities shall exist or be reasonably expected to exist for more than one hundred eighty (180) days in the aggregate during the period of twelve (12) consecutive months; and

(iii) Either the Employee or the Company shall have given the other sixty (60) days written notice of his or its intention to terminate the active employment of Employee because of such disability.

5. Termination.

5.1 Termination By Either Party Without Cause. At any time during the term hereof, or at the end of the term or any renewal term under Section 1 above, this Employment Agreement may be terminated "without cause" by either the Company or the Employee upon sixty (60) days written notice to the other party.

(a) Termination By Employee. In the event of such termination "without cause" by Employee, the Company shall have the option either (i) to accept Employee's resignation, effective immediately on receipt of such written notice; or (ii) to require Employee to continue to perform his duties hereunder, for a period not to exceed six (6) months from the date of receipt of such written notice.

In either event, the Employee's compensation and benefits hereunder shall continue only until the date on which the Employee ceases to perform any further duties for the Company.

(b) Termination By Company. In the event of such termination "without cause" by the Company, Employee shall be continued at the same base salary for a period of six (6) months from the date on which the Employee receives written notice of termination. Such compensation shall be paid to the Employee in six (6) equal, successive monthly payments, beginning on the 1st day of the month immediately following the date on which the Employee receives written notice of termination.

Employee shall continue to make himself available to, and shall cooperate with the Company, as may be reasonably required to assist the Company during the six-month transition period.

(c) In the event Employee's employment hereunder is terminated by the Company "without cause" pursuant to this Section 5.1(b), during the first three (3) years after a "Change of Control," as defined in Annexure A, has occurred, then the provisions of Section 5.3(b) shall apply.

5.2 Termination By Company For Cause.

Notwithstanding any other provision hereof, the Company may terminate Employee's employment under this Agreement at any time for cause. The termination shall be effected by written notice thereof to the Employee, which shall specify the exact cause for termination.

Upon such valid termination for cause by the Company, Employee shall not receive any termination pay or benefits beyond the date on which he receives final written notice of termination.

5.3 Termination By Employee For Cause.

(a) Notwithstanding any other provision hereof, Employee may terminate his employment with Company under this Agreement at any time for cause and no later than three (3) years after such cause has occurred, upon written notice thereof to the Company specifying the exact cause for Employee's termination.

(b) In the event of termination by the Employee for cause hereunder:

(1) All of Employee's (including Employee's trusts and foundations) unvested stock and stock options shall immediately vest 100% and Employee (including Employee's trusts and foundations) shall have the option to either (a) receive an immediate payment of the Stock Value of 100% of his Stock and the higher of (i) the value according to the Black and Scholes model, or (ii) the "in-the-money value" of his stock options/warrants as of the date of such written notice, or (b) receive an immediate cash bonus from the Company enabling Employee (including Employee's trusts and foundations), after full payment of all of Employee's (including Employee's trusts and foundations) taxes on such cash bonus, to exercise 100% of his stock options/warrants, and to continue to hold his Stock, with the right to "put" or sell the Stock back to the Company for cash at Stock Value. This right to "put" or sell the Stock back to the Company shall be in full force and effect and valid and exercisable at any time and as how many times as Employee wishes, in whole or in part, within three (3) years after Employee's termination for cause, at Employee's (including Employee's trusts and foundations) sole election.

(2) A lump sum cash retirement benefit payment of three (3) times the Employee's then current annual salary plus three (3) times the Employee's average bonus for the last three years shall be made to Employee within 30 days of such written notice.

(3) Employee may also, in addition to, and not in limitation of payments under Section 5.3(b)(1) and Section 5.3(b)(2) hereunder, at his sole option, elect to serve as a consultant to Company (working from his then current residence) for an additional period of three (3) years at his then current salary, his previous year's bonus and current benefits, including but not limited to reimbursement of all Reasonable Expenses. During such consulting period, Employee would be required to keep himself reasonably available to the Company to render advice or to provide services for no more than thirty (30) days per year.

(4) Employee (including Employee's trusts and foundations) shall be made whole on an after-tax basis (in a timely fashion and in a way not to create any liability for Employee, including Employee's trusts and foundations) with respect to any taxes that might become payable as a result of any action or provision in connection with a Change of Control.

5.4 Effective Date of Termination. Unless otherwise specified, the effective date of termination, as used in this Section 5, shall be the date on which Employee receives written notice of termination from the Company or gives written notice of termination to the Company.

6. Indemnification.

So long as Employee is not found by a court of law to be guilty of a willful and material breach of this Agreement, or to be guilty of willful gross misconduct, he shall be indemnified by the Company from and against any and all losses, liability, claims and expenses, damages, or causes of action, proceedings or investigations, or threats thereof (including reasonable attorney fees and expenses of counsel satisfactory to and selected by Employee) incurred by Employee, arising out of, in connection with, or based upon Employee's services and the performance of his duties pursuant to this Employment Agreement, or any other matter contemplated by this Employment Agreement, whether or not resulting in any such liability; and Employee shall be reimbursed by the Company as and when incurred for any reasonable legal or other expenses incurred by Employee in connection with investigating or defending against any such loss, claim, damage, liability, action, proceeding, investigation or threat thereof, or producing evidence, producing documents or taking any other action in respect thereto (whether or not Employee is a defendant in or target of such action, proceeding or investigation).

7. Burden and Benefit.

Unless the express provisions of a particular section of this Agreement state otherwise, or performance thereunder would be impossible, this Agreement shall be binding upon, and shall inure to the benefit of, Employer and Employee, and their respective heirs, personal and legal representatives, successors, and assigns. It shall also be expressly binding upon and inure to the benefit of any person or entity assuming the Corporation/Company, by merger, consolidation, purchase of assets or stock, or otherwise. The interests of the Employee hereunder are not subject to the claims of his creditors, and may not be voluntarily or involuntarily assigned, alienated or encumbered; provided, that Employee may assign all or any part of his rights, duties and obligations hereunder to any entity (e.g., a partnership or management company) so long as the services to be performed hereunder are personally performed by him.

8. Governing Law.

It is understood and agreed that the construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the country of the Company's and/or the Employee's residence. The Company agrees to cover all costs, including legal, arising in connection with drafting, interpreting and implementing this Employment Agreement, both for the Company and for Employee.

9. Severability.

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity and enforceability of the other provisions.

10. Notice.

Any notice required to be given hereunder shall be sufficient if it is in writing and sent by certified or registered mail, return receipt requested, first-class postage prepaid, to the following respective addresses, which may hereafter be changed by written notice to the other party:

Employer:         Century Casinos, Inc.
                  200 - 220 East Bennett Avenue
                  Cripple Creek, CO. 80813
                  USA

Employee:         Peter Hoetzinger
                  Johann Hoerbigergasse 15
                  A-1230 Vienna
                  Austria / Europe

11. Interpretation, Adjustments.

11.1 No representations, promises, agreements, or understandings, written or oral, not contained herein shall be of any force or effect. No change or modification of this Agreement shall be valid or binding unless it is in writing and signed by the party intended to be bound. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or at any other time.

11.2 The Compensation Committee shall have absolute authority to amend, interpret and administer this Agreement, in good faith, and in the best interests of both the Company and Employee, and may make such adjustments or amendments hereto as may be reasonably required, if the rights of the Employee are not adversely affected thereby.

12. Confidentiality.

Other than in the performance of his duties hereunder, Employee agrees not to disclose, either during the term of his employment by the Company or at any time thereafter, to any person, firm or corporation any confidential information concerning the business affairs, financial affairs, know-how, private documents, reports, plans, proposals, marketing and sales plans, or similar information of the Company. Any such documents, techniques, methods, processes or technologies used by the Company shall be considered confidential and a "trade secret" for the purposes of this Agreement.

13. Counterparts and Annexure.

The Agreement may be executed in two or more counterparts, any one of which shall be deemed the original without reference to the others. Annexure A (Definitions) shall be an integral part of this Agreement and the Agreement shall not be complete without it.

IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement as of the day and year first above written.

EMPLOYER:

CENTURY CASINOS, INC.

                   /s/ Erwin Haitzmann
By: __________________________________
      Chairman, Compensation Committee



                     /s/ Dinah Corbaci
By: __________________________________
        Member, Compensation Committee

EMPLOYEE:

                  /s/ Peter Hoetzinger
By: __________________________________
                      Peter Hoetzinger

ANNEXURE A

Definitions:

As used in this Agreement, the following terms shall have the respective meanings indicated.

Reasonable Expenses. Reasonable expenses shall include, but not be limited to, all out-of-pocket expenses for entertainment, travel (economy flights within the USA, wherever reasonably available, business class on other continental flights, and one class above business class on inter-continental long distance flights), meals, lodging, automobile expenses, communications and office costs and the like incurred by the Employee.

Cause (as used in 5.2). For purposes hereof, the term "cause" shall mean the failure of Employee for any reason, within thirty (30) days after receipt by Employee of written notice thereof from the Company, to correct, cease, or otherwise alter (i) any specific action or omission to act that constitutes a material and willful breach of this Agreement likely to result in material damage to the Company; or (ii) any willful gross misconduct likely to result in material damage to the Company.

Cause (as used in 5.3). For purposes hereof, the term "for cause" shall mean:
(i) the failure of the Company for any reason, within thirty (30) days after receipt by the Company of written notice from Employee, to correct, cease, or otherwise alter any material adverse change in the conditions of Employee's employment, including, but not limited to any change in Employee's title or position, or the duties of such position (such as, but not limited to another person assuming the same or similar title, position or duties, or one or more of the Employee's primary duties being assigned to be performed by the Employee in a country other than his country of primary residence), unless Employee consents in writing to such change; or (ii) a "Change of Control" of the Company occurs, or has previously occurred at any time during Employee's employment hereunder. "Change of Control" as used herein shall mean any of the following: (a) any person or entity (not affiliated with the Employee) becoming the beneficial owner of a majority of the voting rights of the Company's then outstanding securities; (b) the triggering of the issuance of stock rights to Shareholders pursuant to the Company's Stock Rights Agreement, as amended from time to time;
(c) the replacement during any two calendar years of half or more of the existing Board of Directors of the Company; (d) the replacement, or rejection (i.e. through a proxy fight), of one or more person(s), nominated to be Director(s) by the Company's Board of Directors before any Change of Control;
(e) the election of one or more persons to the Company's Board of Directors that have not been nominated by the Company's Board of Directors before any Change of Control; (f) Mr. Erwin Haitzmann is no longer Chairman of the Company, unless because of his death or permanent disability; (g) holders of the Company's securities approve a merger, consolidation or liquidation of the Company.

Stock Value. The Stock Value shall be calculated according to the provisions of the Company's Certificate of Incorporation, article NINTH, C. (b) (i) (a) to (D). The reference to these provisions in the Company's Certificate of Incorporation shall be applicable for the one and only reason of determining the Stock Value.

Stock. The term "Stock" shall include any and all shares of common and/or stock awards (whether restricted or not) and/or preferred stock of the Company and of any subsidiary of the Company owned by the Employee (including Employee's trusts and foundations), no matter how and when acquired (including through exercise of options and/or warrants).

Adjustment/Amendment No. 2 to Management Agreement

This Adjustment/Amendment No. 2 is made on this 12th day of October, 2002 to the MANAGEMENT AGREEMENT ("Agreement") of March, 2001, by and between CENTURY CASINOS, INC., a Delaware corporation ("Company"), and FOCUS CASINO CONSULTING AG, a Swiss corporation ("Consultant").

A) Adjustment/Amendment to Article 3.1:

The Company and the Consultant hereby agree to replace the US Dollar amount of $100,000, as mentioned in the fourth line of this Article, by US Dollar amount of $120,000, so that this Article reads as follows:

"As annual compensation for the services rendered by Consultant for the Company pursuant to this Agreement, Consultant shall be paid not less than the following base annual management fee, on a monthly basis, during the term hereof: $120,000 (onehundredandtwentythousand), plus annual increases and bonuses, and such other incentives, benefits, and compensation as may be awarded to him from time to time by the Compensation Committee of the Board of Directors of the Company."

B) Adjustment/Amendment to Article 5.3 (a) (ii):

The Company and Consultant hereby agree to insert words "any of the following" after the words "...used herein shall mean", so that this Article reads as follows:

" "Change of Control" as used herein shall mean any of the following: (a) any person or entity (not affiliated with the Consultant or Mr. Peter Hoetzinger) becoming the beneficial owner of a majority of the voting rights of the Company's then outstanding securities; (b) the triggering of the issuance of stock rights to Shareholders pursuant to the Company's Stock Rights Agreement, as amended from time to time; (c) the replacement during any two calendar years of half or more of the existing Board of Directors of the Company; (d) the replacement, or rejection (i.e. through a proxy fight), of one or more person(s), nominated to be Director(s) by the Company's Board of Directors before any Change of Control; (e) Mr. Erwin Haitzmann is no longer Chairman and Chief Executive Officer of the Company, unless because of his death or permanent disability; (f) holders of the Company's securities approve a merger, consolidation or liquidation of the Company."

Agreed to and accepted by:

CENTURY CASINOS, INC.,                     FOCUS CASINO CONSULTING AG,
A Delaware Corporation                     a Swiss Corporation



     /s/ Erwin Haitzmann                        /s/ Werner Stocker
By: _______________________               By:  _____________________
     Chairman, Compensation Committee          Chairman of the Board


     /s/  Dinah Corbaci
By: _______________________
     Member, Compensation Committee

Adjustment/Amendment No. 2 to Management Agreement

This Adjustment/Amendment No. 2 is made on this 12th day of October, 2002 to the MANAGEMENT AGREEMENT ("Agreement") of March, 2001, by and between CENTURY CASINOS, INC., a Delaware corporation ("Company"), and FLYFISH CASINO CONSULTING AG, a Swiss corporation ("Consultant").

A) Adjustment/Amendment to Article 3.1:

The Company and the Consultant hereby agree to replace the US Dollar amount of $100,000, as mentioned in the fourth line of this Article, by US Dollar amount of $144,000, so that this Article reads as follows:

"As annual compensation for the services rendered by Consultant for the Company pursuant to this Agreement, Consultant shall be paid not less than the following base annual management fee, on a monthly basis, during the term hereof: $144,000 (onehundredandfortyfourthousand), plus annual increases and bonuses, and such other incentives, benefits, and compensation as may be awarded to him from time to time by the Compensation Committee of the Board of Directors of the Company."

B) Adjustment/Amendment to Article 5.3 (a) (ii):

The Company and Consultant hereby agree to insert words "any of the following" after the words "...used herein shall mean", so that this Article reads as follows:

" "Change of Control" as used herein shall mean any of the following: (a) any person or entity (not affiliated with the Consultant or Mr. Erwin Haitzmann) becoming the beneficial owner of a majority of the voting rights of the Company's then outstanding securities; (b) the triggering of the issuance of stock rights to Shareholders pursuant to the Company's Stock Rights Agreement, as amended from time to time; (c) the replacement during any two calendar years of half or more of the existing Board of Directors of the Company; (d) the replacement, or rejection (i.e. through a proxy fight), of one or more person(s), nominated to be Director(s) by the Company's Board of Directors before any Change of Control; (e) Mr. Peter Hoetzinger is no longer Vice Chairman and President of the Company, unless because of his death or permanent disability; (f) holders of the Company's securities approve a merger, consolidation or liquidation of the Company."

C) Adjustment/Amendment to Article 11. (Notice):

Consultant's address was erroneously give as Focus instead of Flyfish. This is being corrected herewith, so that this Article 11. reads as follows

"Any notice required to be given hereunder shall be sufficient if it is in writing and sent by certified or registered mail, return receipt requested, first-class postage prepaid, to the following respective addresses, which may hereafter be changed by written notice to the other party. Company at 200-220 East Bennett Ave., Cripple Creek, CO 80813, USA, Consultant at Flyfish Casino Consulting AG, c/o Lex Account - Mr. Werner Stocker, Neugasse 7, CH-6301 Zug, Switzerland."

Agreed to and accepted by:

CENTURY CASINOS, INC.,                           FLYFISH CASINO CONSULTING AG,
A Delaware Corporation                            a Swiss Corporation



     /s/ Peter Hoetzinger                             /s/ Werner Stocker
By: _______________________                      By:  _____________________
     Member, Compensation Committee                    Chairman of the Board


     /s/ Dinah Corbaci
By: _______________________
     Member, Compensation Committee

SALE AGREEMENT

between

CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED

and

CALEDON OVERBERG INVESTMENTS (PROPRIETARY) LIMITED

                               TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SALE OF SHARES AGREEMENT

between

CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED

and

CALEDON OVERBERG INVESTMENTS (PROPRIETARY) LIMITED

1 INTERPRETATION

In this agreement, clause headings are for convenience and shall not be used in its interpretation and, unless the context clearly indicates a contrary intention, -

1.1 an expression which denotes -

1.1.1 any gender includes the other genders;

1.1.2 a natural person includes an artificial or juristic person and vice versa;

1.1.3 the singular includes the plural and vice versa;

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

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

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

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

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

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

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

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

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

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

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

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

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

1.2.13 "parties" - COIL and CCA;

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

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

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

1.2.17 "RSA" - the Republic of South Africa;

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

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

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

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

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

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

1.2.22 "ZAR" - South African Rand;

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

1.3 any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as at the signature date, and as amended or substituted from time to time;

1.4 if any provision in a definition is a substantive provision conferring a right or imposing an obligation on either party then, notwithstanding that it is only in a definition, effect shall be given to that provision as if it were a substantive provision in the body of this agreement;

1.5 where any term is defined within a particular clause other than this 1, that term shall bear the meaning ascribed to it in that clause wherever it is used in this agreement;

1.6 where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day. If the last day of such number so calculated falls on a day which is not a business day, the last day shall be deemed to be the next succeeding day which is a business day;

1.7 any reference to days (other than a reference to business days), months or years shall be a reference to calendar days, months or years, as the case may be;

1.8 any term which refers to a South African legal concept or process (for example, without limiting the aforegoing, winding-up or curatorship) shall be deemed to include a reference to the equivalent or analogous

concept or process in any other jurisdiction in which this agreement may apply or to the laws of which a party may be or become subject;

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

The terms of this agreement having been negotiated, the contra proferentem rule shall not be applied in the interpretation of this agreement.

2 INTRODUCTION

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

2.1.1 65% by CCA;

2.1.2 35% by COIL.

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

3 SUSPENSIVE CONDITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

4 SALE AND CESSION

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

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

5 PURCHASE PRICE AND PAYMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6 MEMBERS' RESOLUTION

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

7 CLOSING

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

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

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

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

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

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

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

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

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

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

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

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

8 SETTLEMENT OF CLAIMS

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

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

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

9 THE TDC CLAIM

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

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

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

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

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

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

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

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

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

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

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

10 SHAREHOLDERS' AGREEMENT

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

10.1 COIL shall cease to be a shareholder in CCAL;

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

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

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

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

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

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

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

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

11 WARRANTIES

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

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

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

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

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

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

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

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

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

11.2 COIL warrants that -

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

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

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

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

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

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

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

12 INDEMNITY

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

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

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

13 CONFIDENTIALITY

13.1 Definitions

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

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

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

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

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

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

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

13.1.1.1.5 the business strategy/ies of CCAL;

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

but specifically excluding -

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

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

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

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

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

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

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

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

13.1.2 any references to CCAL include its subsidiary.

13.2 Confidentiality undertakings

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

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

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

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

13.3 Acknowledgements

COIL acknowledges and agrees that -

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

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

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

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

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

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

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

14 GUARANTEE

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

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

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

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

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

15 BREACH

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

16 DISPUTES

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

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

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

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

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

17 GOVERNING LAW AND JURISDICTION

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

18 DOMICILIUM AND NOTICES

18.1 The parties choose domicilium citandi et executandi ("domicilium") for all purposes relating to this agreement, including the giving of any notice, the payment of any sum, the serving of any process, as follows -

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

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

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

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

18.3.1 delivered by hand between the hours of 09:00 and 17:00 on any business day to the addressee's physical domicilium for the time being shall be deemed to have been received by the addressee at the time of delivery;

18.3.2 posted by prepaid registered post to the addressee's postal domicilium for the time being shall be deemed (unless the contrary is proved by the addressee) to have been received by the addressee on the fourteenth day after the date of posting.

18.4 Any notice given by either party to the other which is successfully transmitted by facsimile to the addressee's facsimile domicilium for the time being shall be deemed (unless the contrary is proved by the addressee) to have been received by the addressee on the day immediately succeeding the date of successful transmission thereof.

18.5 This 18 shall not operate so as to invalidate the giving or receipt of any written notice which is actually received by the addressee other than by a method referred to in this 18.

18.6 Any notice in terms of or in connection with this agreement shall be valid and effective only if in writing and if received or deemed to be received by the addressee.

19 GENERAL

19.1 This agreement constitutes the sole record of the agreement between the parties in relation to the subject matter hereof. Neither party shall be bound by any express, tacit or implied term, representation, warranty, promise or the like not recorded herein. This agreement supersedes and replaces all prior commitments, undertakings or representations, whether oral or written, between the parties in respect of the subject matter hereof.

19.2 No addition to, variation, novation or agreed cancellation of any provision of this agreement shall be binding upon the parties unless reduced to writing and signed by or on behalf of the parties.

19.3 No indulgence or extension of time which either party may grant to the other shall constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event and to the extent that the grantor has signed a written document expressly waiving or limiting such right.

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

19.5 The signature by either party of a counterpart of this agreement shall be as effective as if that party had signed the same document as all of the other parties.

20 COSTS

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

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

Signed at Caledon on 8th January 2003

for Century Casinos Africa (Proprietary) Limited

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

Signed at Cape Town on 7th January 2003

for Caledon Overberg Investments
(Proprietary)Limited

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

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

Signed at Cape Town on 7th January 2003

for Caledon Hotel Spa and Casino Resort
(Proprietary) Limited

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

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

Signed at Cape Town on 7th January 2003

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

Signed at Cape Town on 7th January 2003

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

CANCELLATION AGREEMENT

between

NEX MANAGEMENT (PROPRIETARY) LIMITED

and

CENTURY CASINOS CALEDON (PROPRIETARY) LIMITED

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

2        INTRODUCTION................................................4

3        SUSPENSIVE CONDITIONS.......................................4

4        CANCELLATION OF HOTEL MANAGEMENT AGREEMENT..................6

5        WARRANTIES..................................................6

6        ADDITIONAL OBLIGATIONS.....................................11

7        FULL AND FINAL SETTLEMENT..................................12

8        BREACH.....................................................13

9        DISPUTES...................................................13

10       GOVERNING LAW AND JURISDICTION.............................14

11       DOMICILIUM AND NOTICES.....................................14

12       GENERAL....................................................16

13       COSTS......................................................17

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

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

CCAL

CANCELLATION AGREEMENT

between

NEX MANAGEMENT (PROPRIETARY) LIMITED

and

CENTURY CASINOS CALEDON (PROPRIETARY) LIMITED

1 INTERPRETATION

In this agreement, clause headings are for convenience and shall not be used in its interpretation and, unless the context clearly indicates a contrary intention, -

1.1 an expression which denotes -

1.1.1 any gender includes the other genders;

1.1.2 a natural person includes an artificial or juristic person and vice versa;

1.1.3 the singular includes the plural and vice versa;

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

1.2.1 "this agreement" - this document, as amended from time to time;

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

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

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

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

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

1.2.7 "Fortes King" - Nex Management (Proprietary) Limited (Registration number 1980/000096/07) (formerly Fortes King Hospitality (Proprietary) Limited);

1.2.8 "Fortes King group" - Caledon Overberg Investments (Proprietary) Limited (Registration number 1996/006728/07, Caledon Hotel Spa and Casino Resort (Proprietary) Limited (Registration number 1996/011658/07), the Senator Trust (Master's Reference No. T1175/93), Fortes King Trust (Master reference number T2875/96) and Overberger Country Hotel and Spa (Proprietary) Limited (Registration number 1996/010670/07);

1.2.9 "hotel business" - the hotel business carried on by CCAL;

1.2.10 "hotel management agreement" - the agreement, dated 3 December 1999, between Fortes King and CCAL in terms of which Fortes King manages the hotel business;

1.2.11 "parties" - Fortes King and CCAL;

1.2.12 "RSA" - the Republic of South Africa;

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

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

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

1.3 any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as at the signature date, and as amended or substituted from time to time;

1.4 if any provision in a definition is a substantive provision conferring a right or imposing an obligation on either party then, notwithstanding that it is only in a definition, effect shall be given to that provision as if it were a substantive provision in the body of this agreement;

1.5 where any term is defined within a particular clause other than this 1, that term shall bear the meaning ascribed to it in that clause wherever it is used in this agreement;

1.6 where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day. If the last day of such number so calculated falls on a day which is not a business day, the last day shall be deemed to be the next succeeding day which is a business day;

1.7 any reference to days (other than a reference to business days), months or years shall be a reference to calendar days, months or years, as the case may be;

1.8 any term which refers to a South African legal concept or process (for example, without limiting the aforegoing, winding-up or curatorship) shall

be deemed to include a reference to the equivalent or analogous concept or process in any other jurisdiction in which this agreement may apply or to the laws of which a party may be or become subject;

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

The terms of this agreement having been negotiated, the contra proferentem rule shall not be applied in the interpretation of this agreement.

2 INTRODUCTION

2.1 It is recorded that certain disputes have arisen between the parties regarding the rights and obligations of CCAL and Fortes King in terms of the hotel management agreement and the parties have threatened legal action against one another in relation thereto.

2.2 The parties wish to record in writing the basis upon which such disputes shall be settled.

3 SUSPENSIVE CONDITIONS

3.1 This whole agreement (other than 1, this 3 and 8 to 13 (inclusive), by which the parties shall be bound) is subject to the fulfilment of the following suspensive conditions by no later than the sixtieth day ("first date") following the signature date -

3.1.1 all such consents, approvals, confirmations, authorisations and the like which are required from any regulatory authority (including the Western Cape Gambling and Racing Board) in order to implement this agreement are granted in a form which is reasonably satisfactory to CCAL;

3.1.2 to the extent necessary, PSG Investment Bank Limited gives its consent, on terms reasonably acceptable to CCAL, to the implementation of this agreement;

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

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

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

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

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

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

3.5.1 this whole agreement (other than 1, this 3 and 8 to 13 (inclusive), by which the parties shall remain bound) shall be of no force or effect;

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

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

4 CANCELLATION OF HOTEL MANAGEMENT AGREEMENT

4.1 With effect from the closing date -

4.1.1 the parties agree that the hotel management agreement shall be cancelled. Neither of the parties thereto shall have any claim of any nature against the other arising out of or pursuant to such cancellation;

4.1.2 Fortes King waives any rights they may have in terms of the Memorandum of Agreement between CCAL, CCA and Fortes King, dated 20 September 2001, and the Memorandum of Agreement dated 4 December 2002, and shall have no further obligations in terms of such agreements.

4.2 CCA, by its signature at the foot of this agreement agrees to the provisions of 4.1.2 and accepts the waiver contained therein.

5 WARRANTIES

5.1 Fortes King gives CCAL the warranties on the basis that -

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

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

5.1.2 CCAL shall not be entitled to cancel this agreement as a consequence of any breach by Fortes King of any of the warranties;

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

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

5.1.5 any reference to the knowledge or state of awareness of Fortes King in any warranty shall mean the actual knowledge of Fortes King, Leon Fortes and Kevin King.

5.2 Fortes King warrants that -

5.2.1 none of Fortes King, Leon Fortes or Kevin King or any of their representatives has received or holds any funds belonging to CCAL which have not been accounted for and paid over to CCAL;

5.2.2 Fortes King has not assigned nor purported to assign any of its rights or obligations in terms of the hotel management agreement to any other person;

5.2.3 Fortes King has not bound nor purported to bind CCAL to any contracts whatever in relation to the hotel business -

5.2.3.1 in respect of which Fortes King was required to obtain CCAL's prior written approval in terms of the hotel management agreement, without obtaining such approval; and

5.2.3.2 in terms of which CCAL shall be obliged to make any material payment or will have any other material liability after the signature date which has not been disclosed in writing to CCAL or its accountants;

5.2.4 Fortes King has not incurred or purported to incur any other liability on behalf of CCAL and, without limiting the generality of the aforegoing, Fortes King has not -

5.2.4.1 pledged nor purported to pledge the credit of CCAL in any manner whatsoever;

5.2.4.2 borrowed nor purported to borrow any money or execute any promissory note on behalf of CCAL;

5.2.4.3 encumbered nor purported to encumber any asset of CCAL,

save as disclosed in writing to CCAL prior to the signature date;

5.2.5 to the best of Fortes King's knowledge, CCAL is not engaged in any litigation, arbitration or criminal proceedings in relation to the

hotel business (other than proceedings for the collection of debts from trade debtors in the ordinary course of business, details of which have been disclosed in writing to CCAL and CCA). Fortes King is not aware of any facts, matters or circumstances which may give rise to any such litigation, arbitration or criminal proceedings after the signature date;

5.2.6 Fortes King is not aware of any facts, matters or circumstances which may give rise to -

5.2.6.1 the cancellation of any of the policies of insurance entered into by CCAL in respect of the hotel business or the repudiation of any claims thereunder or to such policies not being renewed in the future or only being renewed subject to the imposition of onerous terms;

5.2.6.2 any of CCAL's licences, consents, permits, approvals and other authorities in connection with the hotel business being cancelled or not being renewed in the future or only being renewed subject to the imposition of onerous terms;

5.2.6.3 the cancellation of any of the contracts by which CCAL is bound in respect of the hotel business whether as a result of any breach thereof by CCAL or otherwise;

5.2.7 between the signature date and the closing date -

5.2.7.1 Fortes King shall not have undertaken or implemented any material decision or transaction in relation to the hotel business without the prior written consent of CCAL;

5.2.7.2 Fortes King shall not have incurred any liabilities on behalf of CCAL in relation to the hotel business other than in the ordinary course of conduct of the hotel business;

5.2.7.3 Fortes King shall have used all reasonable endeavours to procure that the material assets utilised in the hotel business ("material hotel assets") shall continue to be in good order and condition and fully operational apart from -

5.2.7.3.1 any damage to or loss or destruction of such assets beyond the control of Fortes King or which is caused by CCAL or any of its employees or John Mason; and

5.2.7.3.2 fair wear and tear and breakdowns in the ordinary course;

5.2.7.4 none of the material hotel assets shall have been -

5.2.7.4.1 sold or otherwise disposed of except in the ordinary course of business; or

5.2.7.4.2 encumbered,

by Fortes King;

5.2.7.5 Fortes King shall not intentionally or through its own negligence (as opposed to the negligence of CCAL or any of its employees or John Mason) have done or omitted to do anything which will -

5.2.7.5.1 materially prejudice the continued goodwill of the hotel business;

5.2.7.5.2 materially reduce the scope of the hotel business;

5.2.7.5.3 result in any material business associate ceasing to transact business with the hotel business or materially vary the terms upon which it transacts business with the hotel business;

5.2.7.6 Fortes King shall not have -

5.2.7.6.1 varied any term of any employment contract with any of the employees of the hotel business ("employees");

5.2.7.6.2 employed any further employees; and/or

5.2.7.6.3 terminated the employment of any employees,

without the prior written consent of CCAL;

5.2.7.7 Fortes King shall not have given any notification, in terms of the Memorandum of Agreement between CCAL, CCA and Fortes King, dated 20 September 2001, to declare the fees to be calculable and payable in respect of the hotel management agreement.

5.3 Fortes King indemnifies CCAL against any loss which CCAL may suffer or incur as a result of or in connection with any breach of any warranty, including all party and party, attorney and own client and/or any additional legal costs of any nature whatever which CCAL may be obliged to pay or may reasonably incur in respect thereof.

6 ADDITIONAL OBLIGATIONS

6.1 CCAL indemnifies Fortes King against any claim made against Fortes King by John Mason arising prior to the closing date, out of or in connection with his employment by Fortes King within the hotel business.

6.2 Fortes King undertakes that neither it nor any member of the Fortes King group shall directly nor indirectly use the name "Century Casinos Caledon" ("specified name") or any other name which is similar or closely related to the specified name including, without limitation, "the Overberger Country Hotel and Spa", "the Overberger Hotel and Spa", "Caledon Country Hotel and Spa", "Caledon Hotel Spa and Casino Resort" and "Overberger Hotel". By their signatures at the foot of this agreement, each of Leon Fortes and Kevin King agrees to be bound by the provisions of this 6.2.

6.3 By no later than the end of the third month following the closing date, Fortes King, Leon Fortes and Kevin King undertake to procure that the names of those companies within the Fortes King group that are the same as or similar to the names referred to in 6.2, are changed to names which do not include or are similar to such names.

7 FULL AND FINAL SETTLEMENT

This agreement is in full and final settlement of -

7.1 all disputes between the parties;

7.2 all liabilities, obligations and/or claims which any of the parties may have against any of the other parties,

arising out of or in connection with the hotel management agreement. Accordingly, with effect from the closing date, neither of the parties shall have any right of action and/or claim whether existing as at the closing date or arising in the future, against the other arising out of or in connection with the hotel management agreement.

8 BREACH

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

9 DISPUTES

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

9.2 Notwithstanding anything to the contrary contained in this 9, either party shall be entitled to apply for, and if successful, be granted, an interdict from any competent court having jurisdiction.

9.3 For the purposes of 9.2 and for the purposes of having any award made by the arbitrator/s being made an order of court, each of the parties hereby submits itself to the non-exclusive jurisdiction of the Cape Provincial Division of the High Court of the RSA.

9.4 This 9 is severable from the rest of this agreement and shall remain in effect even if this agreement is terminated for any reason.

10 GOVERNING LAW AND JURISDICTION

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

11 DOMICILIUM AND NOTICES

11.1 The parties choose domicilium citandi et executandi ("domicilium") for all purposes relating to this agreement, including the giving of any notice, the payment of any sum, the serving of any process, as follows -

11.1.1 Fortes King physical/postal - 64 Kloof Street Gardens Cape Town 8001 facsimile - +27 21 423 4407

11.1.2 CCAL physical/postal - 1 Nerina Avenue Caledon South Africa 7230 facsimile - +27 28 214 1271

with a copy to Century Casinos Inc physical/postal - 200 - 220 E. Bennett Avenue Cripple Creek, CO USA 80813 facsimile - +1 719 689 5782

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

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

11.3.1 delivered by hand between the hours of 09:00 and 17:00 on any business day to the addressee's physical domicilium for the time being shall be deemed to have been received by the addressee at the time of delivery;

11.3.2 posted by prepaid registered post to the addressee's postal domicilium for the time being shall be deemed (unless the contrary is proved by the addressee) to have been received by the addressee on the fourteenth day after the date of posting.

11.4 Any notice given by either party to the other which is successfully transmitted by facsimile to the addressee's facsimile domicilium for the time being shall be deemed (unless the contrary is proved by the addressee) to have been received by the addressee on the day immediately succeeding the date of successful transmission thereof.

11.5 This 11 shall not operate so as to invalidate the giving or receipt of any written notice which is actually received by the addressee other than by a method referred to in this 11.

11.6 Any notice in terms of or in connection with this agreement shall be valid and effective only if in writing and if received or deemed to be received by the addressee.

12 GENERAL

12.1 This agreement constitutes the sole record of the agreement between the parties in relation to the subject matter hereof. Neither party shall be bound by any express, tacit or implied term, representation, warranty, promise or the like not recorded herein. This agreement supersedes and replaces all prior commitments, undertakings or representations, whether oral or written, between the parties in respect of the subject matter hereof on the basis that the undertakings, warranties and representations given in this agreement shall survive the cancellation of the hotel management agreement.

12.2 No addition to, variation, novation or agreed cancellation of any provision of this agreement shall be binding upon the parties unless reduced to writing and signed by or on behalf of the parties.

12.3 No indulgence or extension of time which either party may grant to the other shall constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event and to the extent that the grantor has signed a written document expressly waiving or limiting such right.

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

12.5 The signature by either party and any other signatory to this agreement of a counterpart of this agreement shall be as effective as if that party had signed the same document as the other party and signatories to this agreement.

13 COSTS

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

Signed at Cape Town on 10th January, 2003

For Nex Management (Proprietary) Limited

                               /s/ Leon Fortes
           -----------------------------------
who warrants that he is duly authorised hereto

Signed at Cape Town on 10th January, 2003

For Century Casinos Caledon (Proprietary) Limited

                          /s/ Peter Hoetzinger
           -----------------------------------
who warrants that he is duly authorised hereto

We, the undersigned, Century Casinos Africa (Proprietary) Limited, agree to the provisions of 4.1.2 and accept the waiver contained therein

Signed at Cape Town on 10th January, 2003

For Century Casinos Africa (Proprietary) Limited

                          /s/ Peter Hoetzinger
           -----------------------------------
who warrants that he is duly authorised hereto

We, the undersigned, Leon Fortes and Kevin King, agree to be bound by the provisions of clauses 6.2 and 6.3 of this agreement and choose as domicilium for all purposes under this agreement, the addresses set forth in 11.1.1.

Signed at Cape Town on 10th January, 2003

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

Signed at Cape Town on 10th January, 2003

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

FOURTH AMENDMENT
TO RESTATED
EMPLOYEES' EQUITY INCENTIVE PLAN

CENTURY CASINOS, INC.

Dated as of March 10, 2003

FOURTH AMENDMENT
TO RESTATED EMPLOYEES' EQUITY INCENTIVE PLAN OF
CENTURY CASINOS, INC.

This Fourth Amendment to the Restated Employees' Equity Incentive Plan, of Century Casinos, Inc., a Delaware corporation (the "Company"), is made as of this 10th day of March, 2003, by and among all of the undersigned Directors of the Company;

R E C I T A L S

1. On April 29, 1994, the Company adopted the Century Casinos, Inc. Employees' Equity Incentive Plan ("the Plan").

2. On December 1, 1999, the Company amended and restated the Plan (the "Restated Plan");

3. On May 1, 2000, the Company amended the Restated Plan by adopting a First Amendment to the Restated Plan.

4. On March 12, 2001, the Company amended the Restated Plan by adopting a Second Amendment to the Restated Plan.

5. On June 1, 2001, the Company amended the Restated Plan by adopting a Third Amendment to the Restated Plan.

6. The Company now desires to further amend the Restated Plan, by this Fourth Amendment to the Restated Plan.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Directors agree as follows:

1. Section 2.1(a) of the Employees' Equity Incentive Plan, shall read in its entirety as follows:

" 2.1(a) 'Affiliated Corporation' means any corporation or other entity, including, but not limited to a partnership or a subsidiary, whenever established, ("Subsidiary"), which is affiliated with Century Casinos, Inc. through stock ownership or otherwise and is treated as a common employer under the provisions of Code Sections 414(b) and (c)."

2. Section 2.1(g) of the Employees' Equity Incentive Plan, shall read in its entirety, as follows:

" 2.1(g) 'Exchange' means the exchange of Non-Statutory Options for Restricted Stock, pursuant to the provisions of Section 7.2(k) and
Section 8 hereof, and such rules and regulations as may be adopted from time to time by the Incentive Plan Committee pursuant to Section 3 hereof."

3. Section 2.1(j) of the Employees' Equity Incentive Plan, shall read in its entirety, as follows:

" 2.1(j) 'Holder of Record' means the person or entity as determined in writing by the Incentive Plan Committee, pursuant to the provisions of Section 8.3 hereof."

4. Section 2.1(t) of the Employees' Equity Incentive Plan, shall read in its entirety as follows:

" 2.1(t) 'Stock' means the common stock, $0.1 par value, of the Company or a Subsidiary, or any other class of Common Stock

that the Common Stock, Stock Options, or Restricted Stock Awards shall convert into, including the stock of an Affiliated Corporation or Subsidiary of the Company."

5. Section 7.2(f)(ii) of the Employees' Equity Incentive Plan, shall read in its entirety, as follows:

"7.2(f)(ii) Each agreement for Non-Statutory Stock Options, or for Restricted Stock, as defined herein, shall allow limited transferability (a) to legal entities which are 100% owned or controlled by the Optionee or Holder of Record, or if not 100% owned or controlled by the Optionee or Holder of Record, pursuant to conditions of transfer wherein only the individual or the Trust Managers of such individual's Family Trust can exercise such options or such privileges of stock ownership; or (b) by will pursuant to the laws of descent and distribution. As to stock options or Restricted Stock Awards transferred under Section 7.2(f)(ii) (a) or (b) above, such Option or Restricted Stock Award is exercisable (i) during the Holder of Record's (such "Holder's") lifetime and as long as Holder is one of the beneficiaries of such Family Trust only by the Holder, the Trust Managers of the Holder's Family Trust, or (ii) in the event of the Holder's disability or incapacity, by his or her guardian or legal representative, or (iii) in the event of the death of the Holder by the Trust Managers of the Holder's Family Trust for a period of 90 days from the death of the Holder."

6. Section 7.2 (k) of the Employees' Equity Incentive Plan, shall read in its entirety, as follows:

"7.2 (k) Exchange of Non-Statutory Options for Restricted Stock.

Subject to the provisions of Section 8 below, Non-Statutory Options may be exchanged for Restricted Stock Awards by participants designated

by the Incentive Plan Committee, on the following terms and conditions:

(i) On the day of such exchange (the "Exchange Date"), which shall be set and determined by the Incentive Plan Committee ("the Committee"), the value of the options and warrants will be determined, using the Black Scholes formula.

(ii) On the Exchange Date, a discount (as determined by the Incentive Plan Committee, for example as per the Watson Wyatt & Company study described in Exhibit 1 hereto) shall be applied to the fair market value of one share of Century Casinos common stock (as traded on NASDAQ) to arrive at the value of one RSA of Century Casinos, Inc.

(iii) The Black Scholes value of all options to be exchanged by each participant shall be divided by the value of one RSA of Century Casinos, Inc. The result shall be the number of RSAs that participant receives; provided, however, that the number of RSAs received by any participant in this exchange shall not exceed the number of options he or she currently holds (irrespective of the application of the above formula); and

(iv) In the event the participant elects in writing, which he or she is allowed to do before, at, or any time after the Exchange Date, to convert, in part or in full, his stock options or RSAs in the Company to RSAs of a Subsidiary of the Company, the participant can do so on such terms and conditions as the Incentive Plan Committee may from time to time establish."

7. Section 8.3 of the Employees' Equity Incentive Plan, shall read in its entirety, as follows:

" 8.3 Privileges of a Stockholder: Transferability. A participant shall have all voting, dividend, liquidation and other rights with respect to Stock in accordance with its terms received by him as a Restricted Stock Award under this Section 8 upon his becoming the Holder of Record of such Stock. A participant shall be deemed the Holder of Record of such Restricted Stock at the time of the granting of a Restricted Stock Award by the Incentive Plan Committee, or at the time of actual Exchange of his Non-Statutory Options for Restricted Stock Awards, upon such terms and conditions as are established by the Incentive Plan Committee; provided, however, that the participant's right to sell, encumber or otherwise transfer such Stock shall be the same as for Stock Options, as set forth in Section 7.2(f)(i) and (ii), and shall be subject to the limitations of Section 12.2 hereof."

8. Section 8.4 of the Employees' Equity Incentive Plan, shall read in its entirety, as follows:

" 8.4 Enforcement of Restrictions. The Incentive Plan Committee, in its sole discretion, may require one or more of the following methods of enforcing the restrictions referred to in sections 8.2 and 8.3:

(a) Placing a legend on the stock certificates referring to the restrictions; or
(b) Requiring the participant to keep the stock certificates, duly endorsed, in the custody of the Company while the restrictions remain in effect; provided that the Holder of Record (or his transferee pursuant to Sections 7.2(f) or 12.2 hereof) shall have the right to vote such Restricted Stock, subject to such terms and conditions as may be established by the Incentive Plan Committee, and to exercise all the other privileges set forth in

Section 8.3 above."

9. Section 12.2 of the Employee's Equity Incentive Plan shall read in its entirety as follows:

"12.2 Non-Transferability. No right or interest of any participant in an Award granted pursuant to the Plan shall be assignable or transferable during the lifetime of the participant, either voluntarily or involuntarily, except as set forth in Section 7.2(f), or be subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of a participant's death, a participant's rights and interests in Options (or any other Award granted under the Plan) shall, to the extent provided in Section 7, be transferable by testamentary will or the laws of descent and distribution, and payment of any amounts due under the Plan shall be made to, and exercise of any Options (or any other Award granted under the Plan) may be made by, the participant's legal representative, heirs or legatees. If, in the opinion of the Incentive Plan Committee, a person entitled to payments or to exercise rights with respect to the Plan is disabled from caring for his affairs because of mental condition, physical condition or age, payment due such person may be made to, and such rights shall be exercised by, such person's guardian, conservator or other legal personal representative upon furnishing the Incentive Plan Committee with evidence satisfactory to the Incentive Plan Committee of such status."

10. A new section 12.3 is hereby added to the Employee Equity Incentive Plan as follows:

" 12.3 Exchange or Conversion of Stock Options for Restricted Stock Awards:

The Incentive Plan Committee may, pursuant to such requirements as it shall from time to time hereafter establish, allow

participants to surrender their existing Non-Statutory Stock Options and Warrants, to be exchanged for Restricted Stock Awards ("RSAs"), either in Century Casinos, Inc. or in a Subsidiary of Century Casinos Inc., on terms and conditions set by the Incentive Plan Committee.

12.3.1 In the event the participant elects in writing to convert his Stock Options or RSAs in the Company to RSAs of a Subsidiary of the Company, the participant can do so, from time to time, in full or in part, on such basis as determined by the Incentive Plan Committee.

12.3.2 Furthermore, all participants shall be entitled to hold such interests in a Family Trust and thereafter such Family Trusts shall have all rights described herein, including but not limited to, the right of the Family Trust manager, to elect in writing, to surrender their existing Non-Statutory Stock Options and Warrants, to be exchanged for Restricted Stock Awards ("RSAs"), either in Century Casinos, Inc. or in a Subsidiary of Century Casinos Inc., on terms and conditions set by the Incentive Plan Committee, to be held by such Family Trust or Family Trusts."

11. Section 15. of the Employee's Equity Incentive Plan shall read in its entirety as follows:

"PLAN AMENDMENT, MODIFICATION AND TERMINATION: The Board may at any time terminate, and from time to time may amend or modify, the Plan; provided, however, that no amendment or modification may become effective without approval of the amendment or modification by the stockholders if stockholder approval is required to enable the Plan to satisfy any applicable statutory or regulatory requirements, or if the Company on the advice of counsel, determines that stockholder approval is otherwise necessary.

No amendment, modification or termination of the Plan shall in any manner adversely affect any Awards theretofore granted under the Plan, without the consent of the Participant holding such Awards."

12. All other provisions of the Restated Plan are hereby ratified, confirmed and approved, and shall remain unchanged, in full force and effect.

IN WITNESS WHEREOF, the Company, through the ratification and approval of its Board of Directors, has caused this Fourth Amendment to the Restated Employees' Equity Incentive Plan to be duly executed, all as of the date and year first above written.

INCENTIVE PLAN COMMITTEE
CENTURY CASINOS, INC.

     /s/ Erwin Haitzmann
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      Erwin H. Haitzmann


    /s/ Peter Hoetzinger
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        Peter Hoetzinger


       /s/ Dinah Corbaci
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           Dinah Corbaci


 /s/ Gottfried Schellmann
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    Gottfried Schellmann