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<SEC-DOCUMENT>0000911147-04-000034.txt : 20041029
<SEC-HEADER>0000911147-04-000034.hdr.sgml : 20041029
<ACCEPTANCE-DATETIME>20041028192441
ACCESSION NUMBER:		0000911147-04-000034
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		14
CONFORMED PERIOD OF REPORT:	20040930
FILED AS OF DATE:		20041029
DATE AS OF CHANGE:		20041028

FILER:

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

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-22900
		FILM NUMBER:		041103968

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

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALPINE GAMING INC
		DATE OF NAME CHANGE:	19930824
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>q032004.txt
<DESCRIPTION>10Q--3RD QUARTER, 2004
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

        ___X___ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 2004

                                       OR

       _______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ___________

                         Commission file number 0-22290
                                              ------------

                              CENTURY CASINOS, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

                    DELAWARE                             84-1271317
                    --------                             -----------
(State or other jurisdiction of incorporation            (I.R.S. Employer
                or organization)                          Identification No.)

         1263 Lake Plaza Drive Suite A, Colorado Springs, Colorado 80906
         ---------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (719) 527-8300
                                ----------------
              (Registrant's telephone number, including area code)

                 (Former address of principal executive offices)

           (Registrant's former telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes_X_ No___

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes___ No _X_

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practical date.

     Common stock, $0.01 par value,  13,681,900 shares outstanding as of October
28, 2004.

                                      -1-
<PAGE>


                              CENTURY CASINOS, INC.
                                    FORM 10-Q
                                      INDEX
                                                                     Page
PART I       FINANCIAL INFORMATION (unaudited)                      Number

Item 1.      Condensed Consolidated Financial Statements

             Condensed Consolidated Balance Sheets as of September
             30, 2004 and December 31, 2003                             3

             Condensed Consolidated Statements of Earnings
             for the Three Months Ended September 30, 2004 and 2003     4

             Condensed Consolidated Statements of Earnings
             for the Nine Months Ended September 30, 2004 and 2003      5

             Condensed Consolidated Statements of Comprehensive
             Earnings for the Three Months Ended September 30, 2004
             and 2003                                                   6

             Condensed Consolidated Statements of Comprehensive
             Earnings for the Nine Months Ended September 30, 2004
             and 2003                                                   6

             Condensed Consolidated Statements of Cash Flows
             for the Nine Months Ended September 30, 2004 and 2003      7

             Notes to Condensed Consolidated Financial Statements       9

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                        28

Item 3.      Quantitative and Qualitative Disclosures About Market Risk 55

Item 4.      Controls and Procedures                                    56

PART II      OTHER INFORMATION (unaudited)

Item 1.      Legal Proceedings                                          57

Item 6.      Exhibits and Reports on Form 8-K                           57

             SIGNATURES                                                 58

                                      -2-
<PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
<TABLE>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
 Dollar amounts in thousands,
 except for share information                     September 30,  December 31,
                                                  -------------  ------------
                                                      2004          2003
                                                      ----          ----
                                                  (Unaudited)
                                                  -----------

    ASSETS
    Current Assets:
        Cash and cash equivalents                 $    4,961  $     4,729
        Restricted cash                                  618          598
        Receivables, net                                 401          269
        Prepaid expenses                                 604          441
        Inventories                                      175          131
        Other current assets                              28           28
        Deferred income taxes                             74          111
                                                 -----------  -----------
           Total current assets                        6,861        6,307

    Property and Equipment, net                       39,119       36,796
    Goodwill, net                                      8,669        8,088
    Casino License Acquisition Costs, net              1,876        1,760
    Deferred Income Taxes                                624          666
    Equity Investment in
    Unconsolidated Subsidiary                             64            -
    Other Assets                                       1,078        1,200
                                                 -----------  -----------
    Total                                         $   58,291  $    54,817
                                                 ===========  ===========

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current Liabilities:
        Current portion of long-term debt         $    2,134  $     2,136
        Accounts payable and accrued liabilities       3,262        1,979
        Accrued payroll                                1,420        1,268
        Taxes payable                                  1,411        1,088
                                                 -----------  -----------
           Total current liabilities                   8,227        6,471

    Long-Term Debt, less current portion              12,924       14,913
    Other Non-current Liabilities                        169          371
    Minority Interest                                     70           14
    Commitments and Contingencies                          -            -
    Shareholders' Equity:
        Preferred stock; $.01 par value;
        20,000,000 shares authorized;
        no shares issued or outstanding                    -            -
       Common stock; $.01 par value;
       50,000,000 shares authorized;
          14,485,776 shares issued; 13,681,900 an
          13,680,500 shares outstanding, respecti        145          145
       Additional paid-in capital                     21,528       21,529
       Accumulated other comprehensive earnings        2,601        2,034
       Retained earnings                              14,456       11,172
                                                 -----------  -----------
                                                      38,730       34,880
        Treasury stock - 803,876 and
        805,276 shares at cost, respectively         (1,829)      (1,832)
                                                 -----------  -----------
           Total shareholders' equity                 36,901       33,048
                                                 -----------  -----------
    Total                                         $   58,291  $    54,817
                                                 ===========  ===========
</TABLE>


See notes to condensed consolidated financial statements.

                                      -3-
<PAGE>




CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                For The Three Months Ended
                                                        September 30,
Dollar amounts in thousands,
except for share information                        2004          2003
                                                    ----          ----

Operating Revenue:
   Casino                                      $      9,349    $    8,525
   Hotel, food and beverage                           1,258           932
   Other                                                267           106
                                                -----------     ---------
                                                     10,874         9,563
   Less promotional allowances                        1,205         1,285
                                                -----------     ---------
           Net operating revenue                      9,669         8,278
                                                -----------     ---------

Operating Costs and Expenses:
   Casino                                             3,655         3,132
   Hotel, food and beverage                             843           691
   General and administrative                         2,292         2,004
   Depreciation                                         732           675
                                                -----------     ---------
       Total operating costs and expenses             7,522         6,502
                                                -----------     ---------

Loss from unconsolidated subsidiary                    (45)             -

                                                -----------     ---------
Earnings from Operations                              2,102         1,776
Non-operating Income (expense):
   Interest expense                                   (389)         (512)
   Other income, net                                     37           113
   Non-operating items from
   unconsolidated subsidiary                              6             -
                                                -----------     ---------
       Non-operating expense, net                     (346)         (399)
                                                -----------     ---------
Earnings before Income Taxes and
Minority Interest                                     1,756         1,377
   Provision for income taxes                           498           463
                                                -----------     ---------
Earnings before Minority Interest                     1,258           914
   Minority interest in subsidiary earnings            (25)             -
                                                -----------     ---------
Net Earnings                                   $      1,233    $      914
                                                ===========     =========

Earnings Per Share:
   Basic                                       $       0.09    $     0.07
                                                ===========     =========
   Diluted                                     $       0.08    $     0.06
                                                ===========     =========
</TABLE>
See notes to condensed consolidated financial statements.


                                      -4-
<PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                 For The Nine Months Ended
                                                        September 30,
Dollar amounts in thousands, except for
share information                                   2004           2003
                                                    ----           ----

Operating Revenue:
   Casino                                      $     26,223   $    23,670
   Hotel, food and beverage                           3,197         2,570
   Other                                                543           401
                                                -----------    ----------
                                                     29,963        26,641
   Less promotional allowances                        3,316         3,429
                                                -----------    ----------
           Net operating revenue                     26,647        23,212
                                                -----------    ----------

Operating Costs and Expenses:
   Casino                                            10,132         8,498
   Hotel, food and beverage                           2,245         1,841
   General and administrative                         6,494         5,746
   Depreciation                                       2,114         1,986
                                                -----------    ----------

       Total operating costs and expenses            20,985        18,071
                                                -----------    ----------

Income from unconsolidated subsidiary                     6             -

                                                -----------    ----------
Earnings from Operations                              5,668         5,141
Non-operating Income (expense):
   Interest expense                                 (1,201)       (1,564)
   Other income, net                                    163           242
   Non-operating items from
   unconsolidated subsidiary                            (2)             -
                                                -----------    ----------
       Non-operating expense, net                   (1,040)       (1,322)
                                                -----------    ----------
Earnings before Income Taxes and
Minority Interest                                     4,628         3,819
   Provision for income taxes                         1,288         1,391
                                                -----------    ----------
Earnings before Minority Interest                     3,340         2,428
   Minority interest in subsidiary earnings            (56)           (8)
                                                -----------    ----------
Net Earnings                                   $      3,284   $     2,420
                                                ===========    ==========

Earnings Per Share:
   Basic                                       $       0.24   $      0.18
                                                ===========    ==========
   Diluted                                     $       0.21   $      0.16
                                                ===========    ==========
</TABLE>

See notes to condensed consolidated financial statements.
                                      -5-
<PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                  For The Three Months Ended
                                                        September 30,

Amounts in thousands                                  2004         2003
                                                      ----         ----

   Net Earnings                                     $  1,233    $     914
   Foreign currency translation adjustments            (573)          951
   Change in fair value of interest rate swaps,
   net of income taxes                                    35           97
                                                    --------     --------
   Comprehensive Earnings                           $    695    $   1,962
                                                    ========     ========


                                                   For The Nine Months Ended
                                                        September 30,

Amounts in thousands                                  2004         2003
                                                      ----         ----

   Net Earnings                                     $  3,284    $   2,420
   Foreign currency translation adjustments              441        2,261
   Change in fair value of interest rate swaps,
   net of income taxes                                   126          215
                                                     -------     --------
   Comprehensive Earnings                           $  3,851    $   4,896
                                                     =======     ========


See notes to condensed consolidated financial statements.

</TABLE>
                                      -6-
<PAGE>




CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                       For The Nine Months Ended
                                                             September 30,

Amounts in thousands                                      2004         2003
                                                          ----         ----

Cash Flows from Operating Activities:
   Net earnings                                       $    3,284   $    2,420

   Adjustments to reconcile net earnings to
   net cash provided by operating activities:
       Depreciation                                        2,114        1,986
       Amortization of deferred financing costs               61           84
       Deferred tax expense                                    6          126
       Minority interest in subsidiary earnings               56            8
       Income from unconsolidated subsidiary                 (4)            -
       Gain on disposition of real estate option
       and other assets                                     (35)         (59)
       Other                                                   7          (8)

   Changes in operating assets and liabilities:
       Receivables                                         (130)        (185)
       Prepaid expenses and other assets                   (365)        (236)
       Accounts payable and accrued liabilities              332        (341)
       Accrued payroll                                       144        (138)
       Taxes payable                                         287          205

                                                       ---------    ---------

         Net cash provided by operating activities         5,757        3,862
                                                       ---------    ---------


Cash Flows from Investing Activities:
    Purchases of property and equipment                  (3,676)      (1,769)
    Acquisition of subsidiary,
    net of $664 in cash acquired                               -      (1,259)
    Restricted cash decrease                                   -           49
    Proceeds from disposition of assets                      206          258
                                                       ---------    ---------

         Net cash used in investing activities           (3,470)      (2,721)
                                                       ---------    ---------

</TABLE>





                                   (continued)

                                      -7-
<PAGE>




CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                       For the Nine Months Ended
                                                            September 30,

Amounts in thousands                                      2004         2003
                                                          ----         ----
Cash Flows from Financing Activities:
   Proceeds from borrowings                           $   21,763   $   21,710
   Principal repayments                                 (23,883)     (23,442)
   Proceeds from exercise of options                           2            8
   Purchases of treasury stock                                 -        (431)
                                                      ----------   ----------

         Net cash used in financing activities           (2,118)      (2,155)
                                                     ----------    ----------

Effect of exchange rate changes on cash                       63          325
                                                      ----------   ----------

Increase (Decrease) in Cash and Cash Equivalents             232        (689)

Cash and Cash Equivalents at Beginning of Period           4,729        4,582
                                                     -----------   ----------

Cash and Cash Equivalents at End of Period            $    4,961   $    3,893
                                                      ==========   ==========
</TABLE>

Supplemental Disclosure of Noncash Financing Activities:

See Note 1 for a summary of the  Company's  subsidiaries  and the  abbreviations
used in this section.

In January  2003,  the  Company,  through its  majority  owned  subsidiary  CCA,
purchased the  remaining  35% interest in CCAL for a total of $2.6  million,  of
which  $1.3  million  was used to  purchase  a loan from the  previous  minority
shareholder, Caledon Overberg Investments (Proprietary) Limited, and is included
in  principal  repayments  above,  $1.0  million  was  applied  to the  minority
shareholder  liability and $0.3 million increased the carrying value of the land
in Caledon.

In the second quarter of 2003,  James Forbes,  a former director of the Company,
in accordance  with the Company's  Employee's  Equity  Incentive  Plan ("EEIP"),
exercised all 618,000 of his outstanding  options,  carrying an average exercise
price of $1.306.  The shares were issued out of treasury stock.  Mr. Forbes paid
the exercise price by transferring 357,080 shares of common stock to the Company
at a per share price of $2.26, the closing price on April 16, 2003.

In January 2004, the Company, through its wholly owned subsidiary CMB, purchased
an  additional  40%  interest  in CM,  bringing  its total  interest  to 50%, by
contributing  gaming  equipment  with a net book  value of  $0.60  million.  The
contribution of the gaming  equipment,  along with a cash  contribution  made in
December  2002 which was  accounted for by CMB on a cost basis in Euro and had a
value of  $0.29  million  on  January  3,  2004,  brought  the  Company's  total
investment  in CM to $0.89  million,  of which $0.26  million was allocated to a
shareholder loan acquired as part of the transaction. The difference between the
cost and the equity of CM, of $0.57 million, has been recorded as goodwill.

Supplemental Disclosure of Cash Flow Information:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Interest paid, net of capitalized interest
of $0 in 2004 and $46 in 2003                    $  1,129   $  1,544
                                                  =======    =======
Income taxes paid                                $    481   $    700
                                                  =======    =======
</TABLE>

See notes to condensed consolidated financial statements.

                                      -8-
<PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
- --------------------------------------------------------------------------------

1.       DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Century Casinos,  Inc. ("CCI" or the "Company") is an international  gaming
company. The Company owns and/or manages casino operations in the United States,
South Africa,  the Czech Republic and international  waters through the entities
listed in the following table:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

       Parent/Subsidiary Relationship            Abbreviation  Parent  Ownership
                                                                      Percentage
       Century Casinos, Inc. (1)                      CCI        n/a       n/a
          WMCK Venture Corp.                         WMCK        CCI      100%
             WMCK-Acquisition Corp.                   ACQ       WMCK      100%
             Century Casinos Cripple Creek Inc.       CCC       WMCK      100%
          Century Resorts Limited                     CRL        CCI     96.5%
             Century Casinos Africa (Pty) Ltd.        CCA        CRL      100%
                Century Casinos Caledon (Pty) Ltd.   CCAL        CCA      100%
                Century Casinos West Rand (Pty) Ltd. CCWR        CCA       55%
                Rhino Resort Ltd.                     RRL        CCA       50%
                Verkrans Ontwikkelings Maatskappy
                (Pty) Ltd                             VOM        CCA      100%
          Century Resorts International Limited       CRI        CCI      100%
             Century Resorts Alberta, Inc.            CRA        CRI       55%
          Century Casinos Management, Inc.            CCM        CCI      100%
          Century Casinos Nevada, Inc.                CCN        CCI      100%
          Century Management u. Beteiligungs GmbH     CMB        CCI      100%
             Casino Millennium a.s.                   CM         CMB       50%

</TABLE>

     (1) In October  of 2004,  the  Company  formed a wholly  owned  subsidiary,
     Century Casinos  Tollgate,  Inc.  ("CTI") which will own 65% of CC Tollgate
     LLC ("CTL"), the operating company for the proposed project in Central City
     Colorado.

               CCI  serves  as  a  holding  company,   providing  corporate  and
               administrative services to its subsidiaries.

               WMCK owns and operates  Womacks Casino and Hotel  ("Womacks"),  a
               limited-stakes gaming casino in Cripple Creek, Colorado.  Womacks
               is one of the largest  gaming  facilities in Cripple  Creek.  The
               facility has 647 slot  machines,  6 limited stakes gaming tables,
               21 hotel rooms and 2 restaurants.

                                      -9-
<PAGE>

               CRL was formed in May 2004 to provide  technical  casino services
               to some of the Company's foreign and offshore operations. In July
               2004  certain  officers  of  the  Company  exchanged  their  3.5%
               minority ownership in CCA for a 3.5% minority ownership in CRL of
               equal value.  CCI now owns 96.5% of CRL and CRL owns 100% of CCA.
               CCA owns CCAL which owns and  operates The Caledon  Hotel,  Spa &
               Casino  near Cape  Town,  South  Africa.  The resort has 295 slot
               machines  and 9 gaming  tables,  a  92-room  hotel,  mineral  hot
               springs  and spa  facility,  4  restaurants,  3 bars,  conference
               facilities,   an  equestrian  center  and  operates  the  program
               "Outdoor Experience". The Western Cape Gambling and Racing Board,
               has recently  granted CCAL's request to increase in the number of
               permitted slot machines to 300.

               CCM provided  technical  casino services to some of the Company's
               operations. The technical services agreements were re-assigned to
               CRI in October 2003, but CCM is still  collecting  fees that were
               earned prior to that time, which remain unpaid.

               CCN is a  dormant  subsidiary  which  owns  non-operating  casino
               property and land held for sale in Nevada.

               CRI serves as  concessionaire  of small  casinos on eight  luxury
               cruise vessels and provides  technical  casino services to Casino
               Millennium.  The Company has a total of 208 slot  machines and 30
               table games, or  approximately  418 gaming positions on the eight
               combined  shipboard  casinos  currently in operation.  The cruise
               vessel Insignia resumed operations on March 29, 2004 after it was
               taken out of service following  completion of its cruise schedule
               to  various  destinations  in  the  western  Mediterranean  as of
               September 26, 2003. The Silver Cloud returned to service on March
               27, 2004 following five months of periodic maintenance.  On April
               10,  2004,  the Company  opened a casino  aboard the  Nautica,  a
               cruise ship  operated by Oceania  Cruises,  equipped with 42 slot
               machines  and 3 gaming  tables.  CRI owns  55% of CRA  which  was
               formed in conjunction with an application for a gaming license in
               Edmonton, Alberta, Canada. On October 12, 2004 CRI entered into a
               casino  services  agreement  with CC  Tollgate  LLC to manage the
               proposed  casino in Central City,  Colorado.  CRI will also enter
               into a casino services  agreement to manage the proposed  project
               in Iowa.

               CMB acquired a 10% equity interest in Casino  Millennium  located
               within a  five-star  hotel in Prague,  Czech  Republic  through a
               $0.24  million cash  contribution  in December  2002.  In January
               2004,  CMB  acquired  an  additional  40% of  Casino  Millennium,
               bringing its total  ownership to 50%. The current period earnings
               are  reported as income  from  unconsolidated  subsidiary  in the
               Company's condensed consolidated  statements of earnings and cash
               flows.  The  investment  by the Company for the  incremental  40%
               stake totaled $0.60 million and was paid by  contributing  gaming
               equipment.  Casino  Millennium has 38 slot machines and 15 gaming
               tables.

                    The   Company    regularly    pursues    additional   gaming
               opportunities  internationally  and in the United States,  and is
               currently pursuing the following opportunities:

               Edmonton  - In  September  2003,  CRI  subscribed  to  55% of the
               outstanding  shares  of  CRA,  formed  in  conjunction  with  its
               application  for a gaming license in Edmonton,  Alberta,  Canada.
               The first phase of the proposed project,  The Celebrations Casino
               and Hotel,  is planned  to  include a casino,  food and  beverage
               amenities,  a dinner  theater,  a 300 space  underground  parking
               garage and a 40-room hotel. CRA is owned by CRI and by the owners
               of the 7.25  acre  property  and  existing  hotel  which  will be
               developed into the Celebrations  project, if a license is awarded
               and all other approvals and funding are

                                      -10-
<PAGE>

               obtained.  The Celebrations  Casino and Hotel Project proposed by
               CRA is  estimated  to cost 22  million  Canadian  dollars  ($17.4
               million),  including  the 2.50  million  Canadian  dollars  ($2.0
               million)  contribution  of the existing hotel and property by the
               owners  of the  existing  hotel  and an  approximately  3 million
               Canadian  dollar ($2.4 million) cash  contribution by the Company
               which will be funded through the revolving  credit  facility with
               Wells Fargo  Bank.  We intend to fund the  remaining  cost of the
               project  through new project  financing.  CRI also entered into a
               long-term  agreement to manage the casino if a gaming  license is
               awarded.  On April 19, 2004,  the Company  announced that CRA had
               been selected as the only one of nine  applicants to move to step
               seven of eight steps of the casino licensing process in Edmonton,
               Alberta,  Canada. This is not an approval or a guarantee that CRA
               will be  issued  a casino  facility  license.  Step  seven is the
               "Investigation  stage of the Casino Facility Application Process"
               which is a thorough due diligence  investigation of the applicant
               and  the key  persons  associated  with  the  selected  proposal.
               Although the Company  cannot  predict how long the due  diligence
               process will take, if step seven is successfully  completed,  the
               eighth step will be a recommendation  to the Board of the Alberta
               Gaming  and  Liquor  Commission  ("AGLC"),   by  the  commission,
               regarding  issuance  of a casino  facility  license.  There is no
               assurance that a license will be issued to CRA.

               Central  City,  Colorado  - On  October  13,  2004,  the  Company
               announced  that it signed an agreement  with Central City Venture
               LLC  ("Tollgate")  to develop  and  operate a casino and hotel in
               Central  City,  Colorado.  The proposed  $40 million  development
               would  include  a  60,000  square  foot  facility  with  625 slot
               machines,  six table  games,  35 hotel  rooms,  retail,  food and
               beverage amenities and a 500-space on-site covered parking garage
               connected  to  the  casino  by  an   environmentally   controlled
               pedestrian  walkway.  The Company's  contribution to the proposed
               project  includes an initial  cash capital  contribution  of $3.5
               million,  which  will be  funded  through  the  revolving  credit
               facility with Wells Fargo Bank,  in return for a controlling  65%
               interest. The Company's partner,  Tollgate, will contribute three
               existing  non-operating casino buildings,  land and land options.
               We expect to fund the remaining  cost of the project  through new
               project  financing.  Additionally,  CRI  entered  into  a  Casino
               Services  Agreement  to  manage  the  property.  Closing  of  the
               agreement  and  completion  of the  project is subject to various
               conditions and approvals,  including, but not limited to securing
               acceptable   financing,   satisfactory   environmental   studies,
               licensing by the Colorado  Division of Gaming,  Century  Casinos'
               Board approval and other due diligence. Subject to satisfactorily
               meeting these  requirements,  it is anticipated the project would
               be completed in the first half of 2006.

               Iowa - On October 18, 2004, the Company  announced that it signed
               an agreement  with the owners of Landmark  Gaming LLC of Franklin
               County, Iowa, to jointly submit as co-applicant with the Franklin
               County Development  Association (FCDA) an application to the Iowa
               Racing and Gaming  Commission  (IRGC) to  develop  and  operate a
               moored barge casino, hotel and entertainment facility in Franklin
               County,  Iowa.  The  proposed  project  includes  a  casino  with
               approximately 40,000 square feet of total space, 120 hotel rooms,
               600 covered parking spaces and 375 surface  parking  spaces.  The
               Company's  contribution to the project at closing will include an
               initial cash capital contribution of $1.25 million, which will be
               funded  through the  revolving  credit  facility with Wells Fargo
               Bank,  in  return  for a 40%  interest.  The  current  owners  of
               Landmark  Gaming  will  contribute  the land and land  options in
               return  for 60%  ownership.  Additionally,  an  affiliate  of the
               Company will enter into a Casino Services Agreement to manage the
               property in return for a share in gross  revenues plus a share in
               EBITDA.  The  Company's  cash  contribution  and the beginning of
               construction  are subject to various  conditions  and  approvals,
               including,  but not limited to

                                      -11-
<PAGE>

               awarding of a license by the IRGC, securing acceptable  financing
               and other due  diligence.  We do not expect the IRGC to  complete
               their selection process before December 31, 2004.

               Johannesburg  - On October 20, 2003,  the Company  announced that
               judgment  had been handed down in the High Court of South  Africa
               compelling  the Gauteng  Gambling Board ("GGB") to award a casino
               license to Silverstar  Development Limited ("Silverstar") for the
               western  periphery of  metropolitan  Johannesburg in terms of its
               original  1997  application.  On November 11,  2003,  the Company
               announced  that the  GGB's  subsequent  application  for leave to
               appeal the October 20 judgment had been denied by the High Court.
               On December 3, 2003,  the Company  announced  that the GGB served
               notice that it had petitioned the South African  Supreme Court of
               Appeal  requesting a further  appeal  against the judgment of the
               High Court.  On February 5, 2004,  the Supreme Court of Appeal of
               South Africa  overturned the ruling of the High Court and granted
               the GGB's  request for leave to appeal.  Silverstar  informed the
               Company that it does not have any  indication  with regard to the
               timing of the appeals process.

               CCA,  through  its  majority-owned   subsidiary,   CCWR,  remains
               contracted  to Silverstar  by a resort  management  agreement and
               retains a right of long  standing  to take up a  minority  equity
               interest  in the  venture  although  its  final  level of  equity
               interest   remains  to  be  determined.   Pursuant  to  its  1997
               application, the Silverstar project provides for up to 1,350 slot
               machines  and 50  gaming  tables  in a  phased  development  that
               includes a hotel and other entertainment, dining and recreational
               activities  with a first phase of 950 slot machines and 30 gaming
               tables.   The  proposed   400  million   Rand  ($61.78   million)
               hotel/casino  resort  development would be located in the greater
               Johannesburg area of South Africa known as the West Rand.

               In January  2000,  CCI entered  into a brokerage  agreement  with
               Novomatic  AG in which CCI  received an option to purchase  seven
               eighths of the shares that  Novomatic AG purchased in Silverstar.
               The  agreement  has  subsequently  been  amended two times,  most
               recently  in October  2004  eliminating  the put  option  held by
               Novomatic AG,  transferring  the rights under the agreement  from
               CCI to CRL and  amending  the call  option  under  which  CRL can
               require  Novomatic  AG to sell  seven  eighths  of its  shares in
               Silverstar  to CRL. CRL can exercise the call option within three
               years of the amended  and  restated  agreement.  The price of the
               option  varies  based  upon the  legal  and  operating  status of
               Silverstar.  CRL can  exercise  the option for $1 million even if
               the  Silverstar  casino  is not  operational  at the  time of the
               exercise.  If the  transaction  were to be  completed,  CRL would
               acquire a 7% interest in Silverstar from Novomatic AG.

               Historical   transactions  that  are  denominated  in  a  foreign
          currency are  translated  and presented at the United States  exchange
          rate in effect on the date of the  transaction.  Commitments  that are
          denominated in a foreign currency and all balance sheet accounts other
          than  shareholders'  equity are translated and presented  based on the
          exchange  rate  at the end of the  reported  periods.  Current  period
          transactions  affecting the profit and loss of operations conducted in
          foreign  currencies  are valued at the average  exchange  rate for the
          period  in  which  they  are  incurred.  The  exchange  rates  used to
          translate balances at the end of the reported periods are as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                      -12-
<PAGE>


                                   September 30,   December 31,   September 30,
                                       2004            2003            2003

          South African Rand          6.4749          6.6858          6.9537
          Euros                       0.8050          0.7938          0.8583
          Czech Koruna               25.4310         25.6634             n/a
          Canadian Dollars            1.2639          1.2924             n/a

  Source: Pacific Exchange Rate Service
</TABLE>

               Certain  reclassifications  have been made to the 2003  financial
          information in order to conform to the 2004 presentation.

               The accompanying  condensed consolidated financial statements and
          related  notes  have  been  prepared  in  accordance  with  accounting
          principles  generally  accepted in the United  States of America  ("US
          GAAP") for interim  financial  reporting and the  instructions to Form
          10-Q and Rule 10-01 of Regulation S-X. The  accompanying  consolidated
          financial   statements   include   the   accounts   of  CCI   and  its
          majority-owned subsidiaries. All significant intercompany transactions
          and balances have been  eliminated.  The  financial  statements of all
          foreign  subsidiaries  consolidated  herein have been  converted to US
          GAAP for financial statement presentation purposes.  Accordingly,  the
          condensed   consolidated   financial   statements   are  presented  in
          accordance with US GAAP. Certain information and footnote  disclosures
          normally included in financial  statements prepared in accordance with
          US GAAP have been condensed or omitted.  In the opinion of management,
          all  adjustments   (consisting  of  only  normal  recurring  accruals)
          considered  necessary  for fair  presentation  of financial  position,
          results  of  operations  and cash  flows  have  been  included.  These
          condensed   consolidated   financial  statements  should  be  read  in
          conjunction  with the financial  statements and notes thereto included
          in the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December  31,  2003.  The results of  operations  for the period ended
          September  30, 2004 are not  necessarily  indicative  of the operating
          results for the full year.

2.       STOCK BASED COMPENSATION

               The Company has chosen to account  for  stock-based  compensation
          for  employees  using  the  intrinsic   value  method   prescribed  in
          Accounting  Principles Board Opinion No. 25 (APB 25),  "Accounting for
          Stock Issued to Employees", and related Interpretations.  Accordingly,
          compensation cost for stock options is measured as the excess, if any,
          of the quoted market price of the  Company's  stock at the date of the
          grant over the amount an employee must pay to acquire that stock.  The
          Company values  stock-based  compensation  granted to non-employees at
          fair value.

               The Company's  stock-based employee  compensation plan expired in
          April 2004. Accordingly,  no new options can be granted under the plan
          subsequent  to April 2004,  but it  continues to be  administered  for
          previously issued and outstanding options.

               All options granted under the plan had an exercise price equal to
          the market  value of the  underlying  common  stock on the date of the
          grant. The following table  illustrates the effect on net earnings and
          earnings  per  share  if  the  Company  had  applied  the  fair  value
          recognition  provisions of SFAS No. 123,  "Accounting  for Stock-Based
          Compensation", to stock-based employee compensation.


                                      -13-
<PAGE>



<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                      For the Three Months Ended
                                                               September 30,
     Dollar amounts in thousands,
     except for share information                             2004       2003
                                                              ----       ----
     Net earnings, as reported                             $   1,233   $    914

     Deduct: Total stock-based employee  compensation
       expense determined under fair value based
       method for all  awards,  net of related tax effects       269          1
                                                             -------    -------
     Pro forma net earnings                                $     964   $    913
                                                             =======    =======

     Earnings per share
       Basic               As reported                     $    0.09   $   0.07
                           Pro forma                       $    0.07   $   0.07

       Diluted             As reported                     $    0.08   $   0.06
                           Pro forma                       $    0.06   $   0.06


                                                       For the Nine Months Ended
                                                               September 30,
     Dollar amounts in thousands,
     except for share information                             2004       2003
                                                              ----       ----
     Net earnings, as reported                             $  3,284    $  2,420

     Deduct: Total stock-based  employee  compensation
       expense determined under fair value based
       method for all  awards,  net of related tax effects      808           3
                                                            -------      -------
     Pro forma net earnings                                $  2,476    $  2,417
                                                            =======      =======

     Earnings per share
       Basic               As reported                     $   0.24    $   0.18
                           Pro forma                       $   0.18    $   0.18

       Diluted             As reported                     $   0.21    $   0.16
                                Pro forma                  $   0.16    $   0.16

</TABLE>

                                      -14-
<PAGE>



3.       CHANGE IN ACCOUNTING PRINCIPLES AND RECENTLY ISSUED STANDARDS

               In  December   2003,   FASB   revised   Interpretation   No.  46,
          "Consolidation  of Variable  Interest  Entities".  FIN 46(R) addresses
          consolidation  issues by business  enterprises  of  variable  interest
          entities in which 1) the equity  interest at risk is not sufficient to
          finance  its  activities  without  additional  subordinated  financial
          support,   2)  the  equity   investors  lack  one  or  more  essential
          characteristics  of a controlling  financial interest or 3) the equity
          investors  have  voting  rights  that are not  proportionate  to their
          economic  interest.  The Company adopted FIN 46(R) on January 1, 2004.
          The Company  has  determined  that CM (Note 8) is a variable  interest
          entity as defined by FIN 46 (R). The Company has also  determined that
          it is not the  primary  beneficiary  as defined by FIN 46 (R) and has,
          therefore,  accounted  for the  Company's  50%  interest  in CM on the
          equity  basis.  A  primary  beneficiary  is the party  that  absorbs a
          majority of the entity's  expected losses,  receives a majority of its
          expected  returns,  or both as defined in FIN 46(R).  Under the equity
          method of  accounting,  the  Company  has  recognized  the  difference
          between  the  investment  and the  underlying  cost of the  equity  as
          goodwill and reported its  percentage  of the earnings in CM as income
          from unconsolidated subsidiary.

               Additionally,  the Company has reviewed all recently issued,  but
          not yet effective, accounting pronouncements and does not believe that
          any such  pronouncements  will have a material impact on its financial
          statements.

4.       INCOME TAXES

               The  income  tax  provisions  are  based on  estimated  full-year
          earnings for  financial  reporting  purposes  adjusted  for  permanent
          differences.


                                      -15-
<PAGE>




5.EARNINGS PER SHARE

        Basic  and  diluted  earnings  per  share  for the three and nine
   months ended September 30, 2004 and 2003 were computed as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                              For the Three Months Ended
                                                     September 30,
  Dollar amounts in thousands,
  except for share information                    2004           2003
                                                  ----           ----
  Basic Earnings Per Share:
     Net earnings                          $        1,233    $        914
                                              ===========     ===========
     Weighted average common shares            13,681,900      13,660,500
                                              ===========     ===========
     Basic earnings per share              $        0. 09    $       0.07
                                              ===========     ===========
  Diluted Earnings Per Share:
     Net earnings, as reported             $        1,233    $        914
                                              ===========     ===========
     Weighted average common shares            13,681,900      13,660,500
       Effect of dilutive securities:
           Stock options and warrants           2,259,753       1,050,117
                                              -----------     -----------
     Dilutive potential common shares          15,941,653      14,710,617
                                              ===========     ===========
     Diluted earnings per share            $        0. 08    $       0.06
                                              ===========     ===========

Excluded from computation of diluted earnings per share
    Due to antidilutive effect:
      Options and warrants to
      purchase common shares                              -             -
      Weighted average exercise price       $             -  $          -


                                               For the Nine Months Ended
                                                     September 30,
  Dollar amounts in thousands,
  except for share information                    2004           2003
                                                  ----           ----
  Basic Earnings Per Share:
     Net earnings                          $        3,284    $      2,420
                                              ===========     ===========
     Weighted average common shares            13,681,746      13,623,304
                                              ===========     ===========
     Basic earnings per share              $        0. 24    $       0.18
                                              ===========     ===========
  Diluted Earnings Per Share:
     Net earnings, as reported             $        3,284    $      2,420
                                              ===========     ===========
     Weighted average common shares            13,681,746      13,623,304
       Effect of dilutive securities:
           Stock options and warrants           1,910,382       1,062,136
                                              -----------     -----------
     Dilutive potential common shares          15,592,128      14,685,440
                                              ===========     ===========
     Diluted earnings per share            $        0. 21    $       0.16
                                              ===========     ===========

Excluded from computation of diluted earnings per share
    Due to antidilutive effect:
      Options and warrants to
      purchase common shares                            -          10,000
      Weighted average exercise price        $            -  $       2.28


</TABLE>
                                      -16-
<PAGE>



6.       CRIPPLE CREEK, COLORADO

               In April 2003,  the  Company  completed  construction  of a 6,022
          square foot expansion and added a total of 5,000 square feet of gaming
          space to  Womacks.  Having  spanned  the  alley  behind  the  existing
          property,  Womacks will be able to continue building out the casino to
          the rear of the property on a single level at a later date.

               In January 2004, the Company sold a purchase option agreement for
          a property  located in Cripple Creek across  Bennett Ave. from Womacks
          that it had held since  1999,  which  would have  expired on March 30,
          2004, to an unrelated party for a sum of $0.20 million. As a result of
          the  transaction,  the  Company  recognized  a  pre-tax  gain of $34.7
          thousand in 2004, which is included in other income, net.

               Womacks has installed a limited  number of  Ticket-in/Ticket  out
          ("TITO")  machines and is operating  them under a required field trial
          with the Division of Gaming.  The Division of Gaming has completed its
          audit of the field trial.  Womacks is awaiting the Division's approval
          to end the  field  trial  so that it may  expand  the  number  of TITO
          machines.

               In May 2004,  Womacks  added an additional  restaurant,  the "Cut
          Above  Buffet",  on the second  floor of the  casino.  The  restaurant
          operates on a limited  schedule and provides an  alternative  menu for
          patrons of the casino.

               In August 2004, Womacks added an additional bar on the mezzanine,
          providing another alternative in the video poker section.

7.       CALEDON, SOUTH AFRICA

               In January  2003,  CCA  purchased  the  remaining 35% interest in
          CCAL,  becoming the sole owner of all of the common stock of CCAL. The
          Company paid 21.5 million Rand ($2.53  million).  In  accordance  with
          FASB  Statement  No.  141,  "Business  Combinations",  the cost of the
          acquisition  was allocated to the assets  acquired and the liabilities
          assumed  based on fair values at the date of  acquisition.  The assets
          and  liabilities  of  CCAL,   which  were  carried  in  the  Company's
          consolidated financial statements at the date of acquisition, had fair
          values that  approximated  their carrying value, with the exception of
          land to which $0.34 million of the  acquisition  price was  allocated.
          Simultaneous  with the  transaction,  the hotel  management  agreement
          between CCAL and Fortes King  Hospitality  (Pty)  Limited  ("FKH") was
          cancelled and CCA assumed the  management of the hotel.  Financing for
          the transaction was provided by the Wells Fargo Bank revolving line of
          credit.

               In  addition  to the  casino  license,  hotel and spa,  CCAL owns
          approximately  600  acres  of  land,  which  may be  used  for  future
          expansion.

               In June  2004,  CCAL  added a fourth  restaurant  to the  already
          varied selection. The most recent restaurant offers patrons an Italian
          cuisine.

8.       PRAGUE, CZECH REPUBLIC

               In January 1999, the Company, through CCM, entered into a 20-year
          agreement with Casino  Millennium  a.s., a Czech company  ("CM"),  and
          with B.H.  Centrum  a.s.,  a Czech  subsidiary  of Bau Holding AG (now
          known as Strabag  AG), to operate a casino in the  five-star  Marriott
          Hotel in Prague, Czech Republic. The Company provided technical casino
          services  in  exchange  for 10% of the  casino's  gross  revenue,  and
          provided  gaming  equipment  for 45% of the casino's  net profit.  The
          hotel and casino opened in July 1999.

                                      -17-
<PAGE>

               In December  2002,  CMB acquired a 10%  ownership  interest in CM
          with the payment of $0.24 million in cash.  Effective January 3, 2004,
          CMB, acquired an additional 40% of CM by contributing gaming equipment
          with a net book value of $0.60 million. The contribution of the gaming
          equipment,  along  with the cash  contribution  which  was  previously
          accounted  for by CMB on a cost basis and had a value of $0.29 million
          on January 3, 2004,  brought the Company's  total  investment in CM to
          $0.89 million.  The Company  allocated  $0.26 million to a shareholder
          loan acquired as part of the transaction.  CM issued additional shares
          for the  contribution  of the gaming  equipment  towards the Company's
          additional  40%  investment  in CM. The  difference  of $0.57  million
          between the cost and the equity in CM has been  recorded as  goodwill.
          In addition to the 50% ownership, the Company retains its rights under
          the 1999 casino services  agreement which, as amended in October 2003,
          requires CM to make monthly payments of Euro 7,250 to CRI.

               CM had  approximately  $2.4 million in assets as of September 30,
          2004 and  reported  earnings or (losses) for the three and nine months
          ended  September  30,  2004 of  approximately  ($76)  thousand  and $6
          thousand,  respectively,  after expensing casino services fees paid to
          the Company.

               The Company's  estimated  maximum exposure to losses at September
          30, 2004 consists of the following (Amounts in thousands):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                   Equity investment in Casino Millennium     $        64
                   Goodwill                                           554
                   Note receivable                                    254
                   Other receivables                                  199
                                                             ------------
                   Total                                    $       1,071
                                                            =============
</TABLE>

               Casino  services fee income for the three months ended  September
          30, 2004 and 2003 was $78 thousand and $0 thousand,  respectively  and
          for the  nine  months  ended  September  30,  2004  and  2003 was $115
          thousand and $8 thousand, respectively.

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

9.       GOODWILL (Amounts in thousands):
         Balance as of December 31, 2003                    $       8,088
         Goodwill recorded in the acquisition of an
           additional 40% interest in Casino Millennium,
           as valued on January 3, 2004                               565
         Effect of exchange rate on goodwill                           16
                                                            -------------
         Balance as of September 30, 2004                   $       8,669
                                                            =============
</TABLE>

10.      LONG-TERM DEBT

               The  principal  balance  outstanding  under the Wells  Fargo Bank
          Revolving Line of Credit Facility ("RCF") as of September 30, 2004 was
          $11.23  million  compared to $11.76  million at December 31, 2003. The
          amount  available  under the RCF as of  September  30,  2004 was $9.72
          million,  net of  amounts  outstanding  as of that date,  compared  to
          $11.35  million at December  31,  2003.  The loan  agreement  includes
          certain restrictive covenants on financial ratios of WMCK. The Company
          was in compliance  with the  covenants as of September  30, 2004.  The
          interest  rate at  September  30,  2004  was 3.9%  for  $10.5  million
          outstanding under

                                      -18-
<PAGE>

          LIBOR based provisions of the loan agreement. The remaining balance of
          the  outstanding  debt is subject to  interest  under the prime  based
          provisions  of the loan  agreement at a rate of 4.75%.  Subsequent  to
          September  30, 2004 an  amendment  to the RCF  changed  the  aggregate
          commitment  reduction  schedule  under  the  RCF.  Effective  with the
          amendment,  there will be no quarterly  reduction  until July 1, 2005.
          The available balance will be reduced by $0.3 million for two quarters
          beginning  July 1, 2005,  by $0.6 million for two  quarters  beginning
          January 1, 2006, and finally by $0.72 million at the beginning of each
          quarter  beginning  July 1, 2006 until  maturity in August  2007.  The
          change  in  the   scheduled   reduction   provides  the  Company  with
          approximately $3.3 million  additional  availability over the next one
          year and three quarters.

               The fair value of the Company's interest rate swap derivatives as
          of September 30, 2004 and December 31, 2003 of $0.17 million and $0.37
          million,  respectively,  is reported as an other non-current liability
          in the  condensed  consolidated  balance  sheets.  The net gain on the
          interest  rate swaps of $35.1  thousand,  net of  deferred  income tax
          expense of $20.9  thousand  for the third  quarter  of 2004,  has been
          reported  in   accumulated   other   comprehensive   earnings  in  the
          shareholders'  equity section of the  accompanying  September 30, 2004
          condensed  consolidated  balance  sheet.  The net gain on the interest
          rate swaps of $0.13  million,  net of  deferred  income tax expense of
          $75.3 thousand for the first nine months of 2004, has been reported in
          accumulated other comprehensive  earnings in the shareholders'  equity
          section of the accompanying  September 30, 2004 condensed consolidated
          balance sheet.  Net additional  interest  expense to the Company under
          the swap agreements was $64.9 thousand and $0.16 million for the three
          months  ended  September  30,  2004 and 2003,  respectively  and $0.20
          million and $0.45 million for the nine months ended September 30, 2004
          and  2003,  respectively.  Including  the  impact of the swaps and the
          amortization of the deferred financing cost, the effective rate on the
          borrowings  under the RCF was  6.82%  and  9.29% for the three  months
          ended September 30, 2004 and 2003,  respectively,  and 6.35% and 8.57%
          for the nine months ended September 30, 2004 and 2003, respectively.

               In  April  2000,  CCAL  entered  into a loan  agreement  with PSG
          Investment Bank Limited ("PSGIB"),  which was subsequently acquired by
          ABSA  Bank   ("ABSA"),   which   provided  for  a  principal  loan  of
          approximately  $6.20 million (based on an exchange rate of 7.6613 rand
          per dollar at the time the funds were advanced) to fund development of
          the Caledon project. The outstanding balances as of September 30, 2004
          and  December  31,  2003  were  $3.18   million  and  $4.14   million,
          respectively  and  the  interest  rate  was  17.05%.  The  outstanding
          balances on the standby  facility  with PSGIB as of September 30, 2004
          and  December  31,  2003  were  $0.31   million  and  $0.41   million,
          respectively and the interest rate was 15.1%.  The agreement  requires
          quarterly  installments  over  the  remaining  term of the  loan.  The
          agreement requires a minimum deposit in the sinking fund equal to four
          million Rand (approximately  $0.62 million) at the end of each quarter
          until  maturity  in June  2006.  In  addition,  one  third of the next
          quarterly principal and interest payment must be deposited on the last
          day of each  month  into the  fund  and  used  for the next  quarterly
          installment. The loan agreement includes certain restrictive covenants
          for CCAL.  CCAL was in  compliance  with the covenants as of September
          30, 2004.

               An unsecured note payable,  in the amount of $0.38 million,  to a
          founding  shareholder  bears  interest at 6%, payable  quarterly.  The
          entire outstanding  principal was paid on April 1, 2004.  Accordingly,
          the  note is  classified  as  current  in the  accompanying  condensed
          consolidated balance sheets as of December 31, 2003.

               An unsecured  note payable,  in the amount of $90 thousand,  to a
          former  director  bears interest at 0% and is classified as current in
          the accompanying  condensed consolidated balance sheet as of September
          30, 2004.

                                      -19-
<PAGE>

               The remaining  amount of debt of $0.25  million and $0.36,  as of
          September  30, 2004 and December 31, 2003,  respectively,  consists of
          capital leases.

               The consolidated weighted average interest rate on all borrowings
          was 9.19% and 10.55% for the nine months ended  September 30, 2004 and
          2003, respectively.

11.      SHAREHOLDERS' EQUITY

               During  the  first  nine  months  of 2004,  the  Company  did not
          purchase  any  shares  of its  common  stock on the open  market.  The
          Company  issued  1,400 shares of treasury  stock in February  2004 for
          employee  option  exercises.  Subsequent  to September  30, 2004,  the
          Company  has not  purchased  shares  of its  common  stock on the open
          market.

               In January  2004,  60,000  options  were issued to the  Company's
          outside directors with an exercise price of $3.26.

               In March 2004,  1,352,710 options were granted by the independent
          members of the Company's  Incentive  Plan  Committee to eight officers
          and  employees  of the Company  with an exercise  price of $2.93.  The
          Employee  Equity   Incentive  Plan  expired  in  April  2004.  At  the
          expiration of the plan,  312,599 available  remaining options were not
          issued.

                  In connection with the granting of a gaming license to CCAL by
          the Western Cape Gambling and Racing Board in April 2000,  CCAL issued
          a total of 200  preference  shares,  100 shares  each to two  minority
          shareholders,  each of whom has one seat on the board of  directors of
          CCAL,  neither of whom are  officers,  directors or affiliates of CCI.
          The preference shares are not cumulative, nor are they redeemable. The
          preference  shares  entitle the holders of the shares to  dividends of
          20% of the after-tax profits directly  attributable to the CCAL casino
          business   subject  to  working   capital  and   capital   expenditure
          requirements  and CCAL loan  obligations and liabilities as determined
          by the directors of CCAL.  Should the CCAL casino  business be sold or
          otherwise dissolved,  the preference  shareholders are entitled to 20%
          of any surplus directly attributable to the CCAL casino business,  net
          of all  liabilities  attributable to the CCAL casino  business.  As of
          September 30, 2004,  no dividend has been declared for the  preference
          shareholders.

               In July 2004 certain officers of the Company exchanged their 3.5%
          minority  ownership  in CCA for a 3.5%  minority  ownership  in CRL of
          equal  value.  CCI now owns 96.5% of CRL and CRL owns 100% of CCA. CCA
          owns CCAL which owns and operates The Caledon Hotel, Spa & Casino near
          Cape Town, South Africa.

                                      -20-
<PAGE>



12.      SEGMENT INFORMATION

               The Company is managed in four segments;  Colorado, South Africa,
          Cruise Ships and Corporate and Other operations.

               The operating  results of the Colorado  segment are those of WMCK
          Venture  Corp.  and  subsidiaries,  which own Womacks Hotel and Casino
          ("Womacks") in Cripple Creek, Colorado.

               The operating  results of the South African  segment are those of
          Century Casinos Africa (Pty) Limited and its  subsidiaries,  primarily
          Century  Casinos  Caledon (Pty) Limited,  which own the Caledon Hotel,
          Spa & Casino.

               Cruise  Ship  operations  include  the revenue and expense of the
          eight combined  shipboard  operations for which the Company has casino
          concession agreements.

               Corporate and Other  operations  include,  among other items, the
          revenue and expense of corporate gaming projects for which the Company
          has secured  long-term  service  contracts.

               Earnings before  interest,  taxes,  depreciation and amortization
          (EBITDA) is not considered a measure of  performance  recognized as an
          accounting  principle  generally  accepted  in the  United  States  of
          America.  Management believes that EBITDA is a valuable measure of the
          relative  performance  amongst  its  operating  segments.  The  gaming
          industry  commonly uses EBITDA as a method of arriving at the economic
          value  of  a  casino  operation.  It  is  also  used  by  our  lending
          institutions to gauge operating performance. Management uses EBITDA to
          compare the relative operating performance of separate operating units
          by  eliminating  the interest  income,  interest  expense,  income tax
          expense, and depreciation and amortization expense associated with the
          varying levels of capital expenditures for infrastructure  required to
          generate revenue,  and the oftentimes high cost of acquiring  existing
          operations.

               Reclassification  adjustments  for  2003  have  been  made to the
          Colorado and Corporate and Other segment  presentations  for corporate
          bonuses  that were  charged to Colorado  but are  attributable  to the
          consolidated  results of operations,  the interest on debt incurred to
          fund the purchase of the Company's  acquisitions and the repurchase of
          the Company's common stock,  and the related tax effects.  There is no
          effect on the consolidated results.

                                      -21-
<PAGE>


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


Amounts in thousands                 Colorado           South Africa         Cruise Ships

 As of and for the Three Months
 -------------------------------
      Ended September 30,         2004      2003       2004       2003      2004     2003
      ------------------
Net operating revenue           $ 5,044   $ 5,034    $ 3,859    $ 2,647    $ 688    $ 597
Operating expenses (excluding
   depreciation)                $ 3,068   $ 2,970    $ 2,432    $ 1,963    $ 461    $ 365
Depreciation                    $   382   $   334    $   318    $   275    $  25    $  24
Loss from unconsolidated
   subsidiary                   $     -   $     -    $     -    $     -    $   -    $   -
Earnings (loss) from operations $ 1,594   $ 1,730    $ 1,109    $   409    $ 202    $ 208
Interest  income                $     2   $     3    $    35    $    46    $   -    $   -
Interest expense, including
   debt issuance cost (1)       $    29   $    23    $ (451)    $ (228)    $   -    $   -
Other income (expense), net     $     -   $    55    $     -    $   (2)    $   -    $  10
Non-operating income from
   unconsolidated subsidiary    $     -   $     -    $     -    $     -    $   -    $   -
Earnings (loss) before income
   taxes and minority interest  $ 1,625   $ 1,811    $   693    $   225    $ 202    $ 218
Income tax expense (benefit)    $   618   $   688    $   232    $    85    $   6    $  82
Minority interest               $     -   $     -    $     -    $     -    $   -    $   -
Net earnings (loss)             $ 1,007   $ 1,123    $   461    $   140    $ 196    $ 136

Reconciliation to EBITDA:
Net earnings (loss) (US GAAP)   $ 1,007   $ 1,123    $   461    $   140    $ 196    $ 136
Interest income                 $   (2)   $   (3)    $  (35)    $  (46)    $   -    $   -
Interest expense (1)            $  (29)   $  (23)    $   451    $   228    $   -    $   -
Income taxes                    $   618   $   688    $   232    $    85    $   6    $  82
Depreciation                    $   382   $   334    $   318    $   275    $  25    $  24
EBITDA                          $ 1,976   $ 2,119    $ 1,427    $   682    $ 227    $ 242
..
</TABLE>


               (1) The  Company  has  not  repaid  the  funds  advanced  for the
               Company's  acquisitions or the repurchase of the Company's common
               stock,  therefore the debt and accumulated  interest allocated to
               the  Corporate & Other  segment  exceeded  the total  outstanding
               borrowing under the RCF in the Colorado segment, resulting in the
               reported negative interest expense for 2004.

                                      -22-
<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>



Amounts in thousands                                      Inter-segment
                                Corporate and Other        Elimination      Consolidated

As of and for the Three Months
- -------------------------------
      Ended September 30,         2004       2003         2004    2003      2004     2003
      ------------------
Net operating revenue           $    78   $     -    $     -    $     -    $ 9,669  $ 8,278
Operating expenses (excluding
   depreciation)                $   829   $   529    $     -    $     -    $ 6,790  $ 5,827
Depreciation                    $     7   $    42    $     -    $     -    $   732  $   675
Loss from unconsolidated
   subsidiary                   $  (45)   $     -    $     -    $     -    $  (45)  $     -
Earnings (loss) from operations $ (803)   $ (571)    $     -    $     -    $ 2,102  $ 1,776
Interest  income                $   346   $    85    $ (346)    $  (85)    $    37  $    49
Interest expense, including
   debt issuance cost           $ (313)   $ (392)    $   346    $    85    $ (389)  $ (512)
Other income, net               $     -   $     1    $     -    $     -    $     -  $    64
Non-operating items from
   unconsolidated subsidiary    $     6   $     -    $     -    $     -    $     6  $     -
Earnings (loss) before income
   taxes and minority interest  $ (764)   $ (877)    $     -    $     -    $ 1,756  $ 1,377
Income tax expense (benefit)    $ (358)   $ (392)    $     -    $     -    $   498  $   463
Minority interest               $  (25)   $     -    $     -    $     -    $  (25)  $     -
Net earnings (loss)             $ (431)   $ (485)    $     -    $     -    $ 1,233  $   914

Reconciliation to EBITDA:
Net earnings (loss) (US GAAP)   $ (431)   $ (485)    $     -    $     -    $ 1,233  $   914
Interest income                 $ (346)   $  (85)    $   346    $    85    $  (37)  $  (49)
Interest expense                $   313   $   392    $ (346)    $  (85)    $   389  $   512
Income taxes                    $ (358)   $ (392)    $     -    $     -    $   498  $   463
Depreciation                    $     7   $    42    $     -    $     -    $   732  $   675
EBITDA                          $ (815)   $ (528)    $     -    $     -    $ 2,815  $ 2,515


</TABLE>
                                      -23-
<PAGE>


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


Amounts in thousands                   Colorado             South Africa            Cruise Ships

  As of and for the Nine Months
  -----------------------------
   Ended September 30,             2004       2003        2004        2003        2004       2003
   ------------------
Property and equipment, net      $ 23,790   $ 21,402    $ 14,429    $ 13,451    $   264    $   336
Total assets                     $ 33,679   $ 31,600    $ 21,104    $ 18,551    $ 1,076    $   873

Net operating revenue            $ 13,991   $ 14,246    $ 10,582    $  7,673    $ 1,959    $ 1,285
Operating expenses (excluding
   depreciation)                 $  8,363   $  8,130    $  6,957    $  5,535    $ 1,325    $   849
Depreciation                     $  1,055   $  1,033    $    972    $    771    $    67    $    56
Income from unconsolidated
   subsidiary                    $      -   $      -    $      -    $      -    $     -    $     -
Earnings (loss) from operations  $  4,573   $  5,083    $  2,653    $  1,367    $   567    $   380
Interest  income                 $      8   $     10    $    115    $    153    $     -    $     -
Interest expense, including
  debt issuance cost (1)         $     84   $   (13)    $  (867)    $  (695)    $     -    $     -
Other income, net                $     35   $     55    $      -    $    (2)    $     -    $    15
Non-operating items from
   unconsolidated subsidiary     $      -   $      -    $      -    $      -    $     -    $     -
Earnings (loss) before income
   taxes and minority interest   $  4,700   $  5,135    $  1,901    $    823    $   567    $   395
Income tax expense (benefit)     $  1,786   $  1,951    $    547    $    319    $    17    $   150
Minority interest                $      -   $      -    $      -    $    (8)    $     -    $     -
Net earnings (loss)              $  2,914   $  3,184    $  1,354    $    496    $   550    $   245

Reconciliation to EBITDA:
Net earnings (loss) (US GAAP)    $  2,914   $  3,184    $  1,354    $    496    $   550    $   245
Interest income                  $    (8)   $   (10)    $  (115)    $  (153)    $     -    $     -
Interest expense (1)             $   (84)   $     13    $    867    $    695    $     -    $     -
Income taxes                     $  1,786   $  1,951    $    547    $    319    $    17    $   150
Depreciation                     $  1,055   $  1,033    $    972    $    771    $    67    $    56
EBITDA                           $  5,663   $  6,171    $  3,625    $  2,128    $   634    $   451
</TABLE>

     (1)The  Company  has not  repaid  the  funds  advanced  for  the  Company's
     acquisitions or the repurchase of the Company's common stock, therefore the
     debt and  accumulated  interest  allocated to the Corporate & Other segment
     exceeded  the total  outstanding  borrowing  under the RCF in the  Colorado
     segment, resulting in the reported negative interest expense in 2004.

                                      -24-
<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>



Amounts in thousands                                         Inter-segment
                                   Corporate and Other       Elimination            Consolidated

  As of and for the Nine Months
  -----------------------------
   Ended September 30,               2004        2003      2004        2003      2004        2003
   ------------------
Property and equipment, net     $     636  $   1,054   $    -     $      -   $  39,119   $  36,243
Total assets                    $   2,432  $   2,444   $    -     $      -   $  58,291   $  53,468
Net operating revenue           $     115  $       8   $    -     $      -   $  26,647   $  23,212
Operating expenses (excluding
   depreciation)                $   2,226  $   1,571   $     -    $      -   $  18,871   $  16,085
Depreciation                    $      20  $     126   $     -    $      -   $   2,114   $   1,986
Income from unconsolidated
   subsidiary                   $       6  $       -   $     -    $      -   $       6   $       -
Earnings (loss) from operations $ (2,125)  $ (1,689)   $     -    $      -   $   5,668   $   5,141
Interest  income                $     522  $     257   $ (517)    $  (256)   $     128   $     164
Interest expense, including
   debt issuance cost           $   (935)  $ (1,112)   $   517    $    256   $ (1,201)   $ (1,564)
Other income, net               $       -  $      10   $     -    $      -   $      35   $      78
Non-operating items from
   unconsolidated subsidiary    $     (2)  $       -   $     -    $      -   $     (2)   $       -
Earnings (loss) before income
   taxes and minority interest  $ (2,540)  $ (2,534)   $     -    $      -   $   4,628   $   3,819
Income tax expense (benefit)    $ (1,062)  $ (1,029)   $     -    $      -   $   1,288   $   1,391
Minority interest               $    (56)  $       -   $     -    $      -   $    (56)   $     (8)
Net earnings (loss)             $ (1,534)  $ (1,505)   $     -    $      -   $   3,284   $   2,420

Reconciliation to EBITDA:
Net earnings (loss) (US GAAP)   $ (1,534)  $ (1,505)   $     -    $      -   $   3,284   $   2,420
Interest income                 $   (522)  $   (257)   $   517    $    256   $   (128)   $   (164)
Interest expense                $     935  $   1,112   $ (517)    $  (256)   $   1,201   $   1,564
Income taxes                    $ (1,062)  $ (1,029)   $     -    $      -   $   1,288   $   1,391
Depreciation                    $      20  $     126   $     -    $      -   $   2,114   $   1,986
EBITDA                          $ (2,163)  $ (1,553)   $     -    $      -   $   7,759   $   7,197

</TABLE>
                                      -25-
<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


13.     OTHER INCOME, NET
        Other income, net, consists of the following:

                                             For the Three Months Ended
                                                   September 30,
        Amounts in thousands                     2004        2003
                                                 ----        ----
        Interest income                        $    37     $    49
        Gain on disposition of assets                -          53
        Foreign currency exchange gains              -          11
                                                 -----       -----
                                               $    37     $   113
                                                 =====       =====

                                           For the Nine Months Ended
                                                   September 30,
        Amounts in thousands                     2004        2003
                                                 ----        ----
        Interest income                        $   128     $   164
        Gain on disposition of assets                -          59
        Gain on sale of real estate option
        and other assets (1)                        35          19
        Foreign currency exchange gains              -           -
                                                 -----       -----
                                               $   163     $   242
                                                 =====       =====
</TABLE>

          (1)  In January 2004, the Company sold a purchase option agreement for
               a property  located in Cripple  Creek across  Bennett  Ave.  from
               Womacks that it had held since 1999,  which would have expired on
               March 31, 2004, to an unrelated  party for a sum of $0.2 million.
               As a result of the transaction,  the Company recognized a pre-tax
               gain of $34.7 thousand in 2004.


                                      -26-
<PAGE>



14.       PROMOTIONAL ALLOWANCES

          Promotional   allowances  presented  in  the  condensed   consolidated
     statements  of  earnings  for the  period  ended  September  30,  2004  and
     September 30, 2003 include the following:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                         For the Three Months Ended
                                                September 30,

     Amounts in thousands                    2004            2003
                                             ----            ----
     Food & Beverage and Hotel Comps  $          402   $         379
     Free Plays or Coupons                       463             537
     Player Points                               340             369
                                          -----------    -----------
     Total Promotional Allowances     $        1,205   $       1,285
                                          ===========    ===========

                                         For the Nine Months Ended
                                                September 30,

     Amounts in thousands                    2004           2003
                                             ----           ----
     Food & Beverage and Hotel Comps  $        1,127   $       1,013
     Free Plays or Coupons                     1,208           1,356
     Player Points                               981           1,060
                                          -----------    -----------
     Total Promotional Allowances     $        3,316   $       3,429
                                          ===========    ===========
</TABLE>

          We issue free play or coupons  for the  purpose of  generating  future
     revenue.  Coupons  are issued the month  prior to when they can be redeemed
     and are valid for defined periods of time ranging up to 7 days. The net win
     from the coupons is expected to exceed the value of the coupons issued. The
     cost of the coupons  redeemed is applied  against the revenue  generated on
     the day of the redemption.

          Members of the casinos'  players  clubs earn points as a percentage of
     coin-in. The cost of the points is offset against the revenue in the period
     that  the  revenue  generated  the  points.  The  value  of the  unused  or
     unredeemed   points  is  included  in  the  accounts  payable  and  accrued
     liabilities on our condensed consolidated balance sheets.


                                      -27-
<PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
- --------------------------------------------------------------------------------

Forward-Looking Statements, Business Environment and Risk Factors

          Forward-looking   statements  and  business  environment   information
     contained  in  the  following  discussion  of  results  of  operations  and
     financial  condition  of the  Company  contain  forward-looking  statements
     within the meaning of the Private Securities Litigation Reform Act of 1995,
     which  can be  identified  by the  use of  words  such  as  "may",  "will",
     "expect", "anticipate", "estimate", or "continue", or variations thereon or
     comparable  terminology.  In addition, all statements other than statements
     of historical facts that address  activities,  events or developments  that
     the  Company  expects,  believes or  anticipates,  will or may occur in the
     future,  and  other  such  matters,  are  forward-looking  statements.

          The  following  discussion  should  be read in  conjunction  with  the
     Company's  condensed  consolidated  financial  statements and related notes
     included  elsewhere  herein.  The Company's future operating results may be
     affected  by various  trends and  factors,  which are beyond the  Company's
     control. These include, among other factors, the competitive environment in
     which the Company  operates,  the  Company's  present  dependence  upon the
     Cripple Creek, Colorado and Caledon,  South Africa gaming markets,  changes
     in the rates of gaming-specific taxes, shifting public attitudes toward the
     socioeconomic  costs and benefits of gaming,  actions of regulatory bodies,
     dependence upon key personnel,  the  speculative  nature of gaming projects
     the  Company  may  pursue,  risks  associated  with  expansion,  and  other
     uncertain business conditions that may affect the Company's business.

          The Company  cautions  the reader that a number of  important  factors
     discussed  herein,  and in other  reports  filed  with the  Securities  and
     Exchange  Commission,  could affect the Company's  actual results and cause
     actual results to differ materially from those discussed in forward-looking
     statements.

                                      -28-
<PAGE>



Results of Operations

Three Months Ended September 30, 2004 vs. 2003
- ----------------------------------------------

     The Company is managed in four  segments;  Colorado,  South Africa,  Cruise
Ships and Corporate and Other operations.

     The  operating  results of the  Colorado  segment are those of WMCK Venture
Corp. and subsidiaries, which own Womacks in Cripple Creek, Colorado.

     The  operating  results of the South  African  segment are those of Century
Casinos Africa (Pty) Limited and its  subsidiaries,  primarily  Century  Casinos
Caledon (Pty) Limited which own the Caledon Hotel, Spa & Casino.

     Cruise  Ship  operations  include  the  revenue  and  expense  of the eight
combined  shipboard  operations  for which the  Company  has  casino  concession
agreements.

     Corporate and Other operations include,  among other items, the revenue and
expense of corporate gaming projects for which the Company has secured long-term
service contracts.

Consolidated Results of Operations

     The Company reported net operating revenue of $9.7 million and $8.3 million
for the three months ended  September  30, 2004 and 2003,  respectively.  Casino
revenue for the three months ended September 30, 2004 and 2003, was $9.3 million
compared to $8.5 million, respectively. Casino expense was $3.7 million and $3.1
million for the three months ended  September  30, 2004 and 2003,  respectively.
General and  administrative  expense was $2.3 million for the three months ended
September 30, 2004 compared to $2.0 million for the three months ended September
30, 2003. Depreciation expense was $0.73 million and $0.68 million for the three
months ended September 30, 2004 and 2003, respectively.

     Total Company  earnings from  operations were $2.1 million and $1.8 million
for the three months ended September 30, 2004 and 2003, respectively.

     Income tax expense for the three months ended  September  30, 2004 and 2003
was $0.50 million, and $0.46 million, respectively.

     The  Company's  net earnings for the three months ended  September 30, 2004
and 2003 were $1.23 million, or $0.09 per share, and $0.91 million, or $0.07 per
share, respectively.

     A discussion by business segment follows below.


                                      -29-
<PAGE>



Colorado

     The  operating  results of the Colorado  segment are those of  WMCK-Venture
Corp. and subsidiaries,  which own Womacks in Cripple Creek, Colorado.  Womacks'
results of  operations  for the three months ended  September  30, 2004 and 2003
were as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                  For the three months   Increase   % Change
                                   ended September 30,  (Decrease)

Dollar amounts in thousands          2004       2003
                                     ----       ----
Operating Revenue
    Casino                       $    5,557  $    5,694   $ (137)     -2.4%
    Hotel, food and beverage            498         375       123     32.8%
    Other (including promotional
    allowances)                     (1,011)     (1,035)        24      2.3%
                                   ---------   ---------
Net operating revenue                 5,044       5,034        10      0.2%
                                   ---------   ---------
Costs and Expenses
    Casino                            1,912       1,829        83      4.5%
    Hotel, food and beverage            223         119       104     87.4%
    General and administrative          933       1,022      (89)     -8.7%
    Depreciation                        382         334        48     14.4%
                                   ---------   ---------
                                      3,450       3,304       146      4.4%
                                   ---------   ---------
Earnings from operations              1,594       1,730     (136)     -7.9%
Interest (expense), net                  29          23         6     26.1%
Other income, net                         2          58      (56)    -96.6%
                                   ---------   ---------
Earnings before income taxes          1,625       1,811     (186)    -10.3%
Income tax expense                      618         688      (70)    -10.2%
                                   ---------   ---------
Net Earnings                      $   1,007  $    1,123   $ (116)    -10.3%
                                   =========   =========
</TABLE>

     Excluded from the above results are corporate  bonuses that were previously
charged to Womacks,  but which are attributable to the  consolidated  results of
operations,  the interest on debt incurred to fund the purchase of the Company's
acquisitions  and the  repurchase of the Company's  common stock and related tax
effects.  Reclassifications have been made to the Colorado and Corporate & Other
segments  of the 2003  financial  information  in order to  conform  to the 2004
presentation.


                                      -30-
<PAGE>



     Operating  results for Womacks were impacted by the casino results detailed
below.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

     Market Data

      For the three months ended September 30,            2004          2003
                                                          ----          ----
      Market share of the Cripple Creek market              13.2%          14.3%
      Average number of slot machines                         648            610
      Market share of Cripple Creek gaming devices          13.5%          14.5%
      Average slot machine win per day                 91 dollars     99 dollars
      Cripple Creek average slot machine win per day   91 dollars    101 dollars
</TABLE>

     In June 2004 an  additional  casino opened in Cripple  Creek,  bringing the
total number of casino  licenses to 19 compared to 17 at the same time last year
and reduced  Womacks'  market share of gaming devices by 6.9%. In recent months,
the Company has spent approximately $3 million to upgrade the product mix on the
gaming floor,  improve the player tracking system and introduce  cashless gaming
machines.  These  ongoing  improvements  are  expected  to add  to the  customer
experience and further improve customer service. The ongoing efforts have helped
reduce the potential impact,  limiting the decrease in gaming revenue to 2.4% or
4.5 points less than the reduction in market share of gaming devices.

     During this period, the relative  percentage of personnel cost, device fees
and the cost of participation  machines to net operating revenue  contributed to
the erosion in earnings from operations.  Management  regularly  evaluates these
overhead costs to maintain a good cost benefit relationship.

     During  the  three  months  ended   September  30,  2004,   Womacks  leased
approximately an average of 37 slot machines under participation agreements from
manufacturers, on which it pays a fee calculated as a percentage of the net win.
All of the leases have short term commitment  periods not exceeding three months
and are classified as operating leases. The leases can be cancelled with no more
than 30 days written  notice.  On a portion of the leases,  the  manufacturer is
guaranteed  a minimum  fee per day that can range  from 15 dollars to 35 dollars
for the duration of the lease.  In most  instances,  the branded  games that are
being  introduced to the market are not  available  for purchase.  For financial
reporting purposes,  the net win on the slot machines is included in our revenue
and the amount due to the manufacturer is recorded as an expense,  in the period
during which the revenue is earned,  as casino operating cost.  Management makes
its decisions to introduce  these machines based on the consumer  demand for the
product.  The amount  paid under these  agreements  was $132  thousand  and $102
thousand for the three months ended September 30, 2004 and 2003, respectively.

     Management continues to focus on marketing the casino through its Gold Club
in which patrons can earn rewards,  that can be redeemed for  discounted or free
meals,  rooms,  cash and other prizes, as well as through increased TV and radio
advertising.  Management  continues  to refine the Womacks  product by upgrading
both the interior of the facilities, and modifying the slot machine mix.


                                      -31-
<PAGE>



    Hotel, Food and Beverage

          Hotel revenue, included in hotel, food and beverage revenue, increased
     by 16.8%,  as a result of an increase in the hotel  occupancy rate to 94.4%
     in 2004 from 83.6% in 2003,  respectively.  All of the revenue generated by
     the hotel operations is derived from comps to better players,  the value of
     which is included in promotional allowances.

          In May 2004,  Womacks added an additional  restaurant,  the "Cut Above
     Buffet",  on the second floor of the casino.  The restaurant  operates on a
     limited  schedule  and  provides  an  alternative  menu for  patrons of the
     casino.  In the three months ended  September  30, 2004,  food and beverage
     revenue  increased 55.5% when compared to the same period in 2003. The cost
     of food and beverage promotional  allowances,  which are included in casino
     costs,  decreased to $0.29 million in the three months ended  September 30,
     2004 from $0.33  million in the three  months  ended  September  30,  2003.
     Overall  cost  of  operating  the  "Cut  Above  Buffet"  accounts  for  the
     significantly  higher  percentage  increase in the combined  cost of hotel,
     food  and  beverage  when  compared  to  the  percentage  increase  in  the
     corresponding  revenue.  The "Cut  Above  Buffet"  offers a  premium  menu,
     incurring  a higher  cost of sales,  and has  fulfilled  the  intention  of
     attracting new customers to Womacks Gold Club.

    Other

          The $48 thousand  increase in depreciation  expense when comparing the
     third quarter of 2004 to the third quarter of 2003 results from an increase
     of approximately  $0.12 million in depreciation on new additions during the
     trailing  twelve months less the reduction in  depreciation  on assets that
     are fully  depreciated.  The Company  allocated  $0.30  million in interest
     expense to the  Corporate & Other  segment  during the three  months  ended
     September  30,  2004.  Interest  expense on the amounts  advanced,  but not
     repaid,  to fund  the  Company's  acquisitions  and the  repurchase  of the
     Company's  common  stock is  calculated  using  the  effective  rate on all
     borrowings under the RCF. The Company reduces the interest expense incurred
     by WMCK under the RCF by the amount of interest  allocated to the Corporate
     & Other  segment.  The  Company has not repaid the funds  advanced  for the
     Company's acquisitions or the repurchase of the Company's common stock, and
     therefore the debt and  accumulated  interest  allocated to the Corporate &
     Other segment exceeded the total outstanding borrowing. As a result Womacks
     reported a net  negative  of $29  thousand  in  interest  expense  and debt
     issuance cost.  During the same period in 2003,  Womacks reported  negative
     interest  expense and debt issuance  cost,  of $23  thousand,  net of $0.39
     million in interest  expense  allocated to the  Corporate & Other  segment.
     Such  decrease is  attributable  to the  decrease  in the  weighted-average
     interest rate on the borrowings  under the RCF,  including  effects of swap
     agreements,  to 6.82% from 9.29% and a reduction in the average outstanding
     balance  under the RCF to $11.75  million  during  the three  months  ended
     September  30,  2004 from  $12.66  million  during the three  months  ended
     September 30, 2003.

          The Colorado segment recognized income tax expense of $0.62 million in
     the three months ended  September 30, 2004 compared to $0.69 million in the
     three months ended September 30, 2003, principally the result of a decrease
     in earnings before income taxes.

                                      -32-
<PAGE>



South Africa

     The  operating  results of the South  African  segment are those of Century
Casinos Africa (Pty) Limited and its  subsidiaries,  primarily  Century  Casinos
Caledon (Pty) Limited, which owns the Caledon Hotel, Spa & Casino.

     Improvement  in the Rand versus the dollar when comparing the third quarter
of 2004 to the third  quarter of 2003 has had a positive  impact on the reported
revenues and a negative impact on expenses.

     Operating  results in U.S. dollars for the three months ended September 30,
2004 and 2003 were as follows: (See next page for results in Rand)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

CALEDON
                              For the three months ended   Increase    % Change
                                        September 30,     (Decrease)

Dollar amounts in thousands          2004        2003
                                     ----        ----
Operating Revenue
     Casino                       $   3,148  $    2,256   $    892       39.5%
     Hotel, food and beverage           760         557        203       36.4%
     Other (including
     promotional allowances)           (49)       (166)        117      -70.5%
                                    --------    --------
Net operating revenue                 3,859       2,647      1,212       45.8%
                                    --------    --------
Costs and Expenses
     Casino                           1,282         937        345       36.8%
     Hotel, food and beverage           620         573         47        8.2%
     General and administrative         524         368        156       42.4%
     Depreciation                       318         275         43       15.6%
                                    --------    --------
                                      2,744       2,153        591       27.5%
                                    --------    --------
Earnings from operations              1,115         494        621      125.7%
Interest expense                      (188)       (228)         40      -17.5%
Other income, net                        24          36       (12)     -33.33%
                                    --------    --------
Earnings before Income Taxes            951         302        649      214.9%
   Provision for income taxes           308         106        202      190.6%
                                    --------    --------
Net Earnings                      $     643  $      196   $    447      228.1%
                                    ========    ========

CENTURY CASINOS AFRICA
Costs and Expenses
    General and administrative    $       6   $      85   $   (79)      -92.9%
                                    --------    --------
(Income) Loss from operations           (6)        (85)         79      -92.9%
Interest Expense, net                 (261)           -      (261)           -
Other income, net                         9           8          1       12.5%
                                    --------    --------
Earnings before Income Taxes          (258)        (77)      (181)      235.1%
   Provision for income taxes          (76)        (21)       (55)      261.9%
                                    --------    --------
Net Loss                          $   (182)   $    (56)   $  (126)      225.0%
                                    ========    ========

SOUTH AFRICA NET EARNINGS         $     461   $     140   $    321      229.3%
                                    ========    ========

Average exchange rate (Rand/USD)       6.42        7.28

</TABLE>
                                      -33-
<PAGE>

Operating results in Rand for the three months ended September 30, 2004 and 2003
are as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

CALEDON
                                For the three months     Increase    % Change
                                 ended September 30,    (Decrease)

Rand amounts in thousands          2004          2003
                                   ----          ----
Operating Revenue
  Casino                     R     20,205  R    16,501  R    3,704      22.4%
  Hotel, food and beverage          4,871        4,077         794      19.5%
  Other (including promotional
  allowances)                       (301)      (1,222)         921     -75.4%
                                 ----------   ----------
Net operating revenue              24,775       19,356       5,419      28.0%
                                 ----------   ----------

Costs and Expenses
  Casino                            8,225        6,860       1,365      19.9%
  Hotel, food and beverage          3,971        4,188       (217)      -5.2%
  General and administrative        3,369        2,692         677      25.1%
  Depreciation                      2,038        2,011          27       1.3%
                                 ----------   ----------
                                   17,603       15,751       1,852      11.8%
                                 ----------   ----------
Earnings from operations            7,172        3,605       3,567      98.9%
Interest expense                  (1,218)      (1,666)         448     -26.9%
Other income, net                     156          270       (114)     -42.2%
                                 ----------   ----------
Earnings before income taxes        6,110        2,209       3,901     176.6%
  Provision for income taxes        1,977          779       1,198     153.8%
                                 ----------   ----------
Net Earnings                  R     4,133  R     1,430  R    2,703     189.0%
                                 ==========   ==========

CENTURY CASINOS AFRICA
Costs and Expenses
  General and administrative  R       45   R       610  R    (565)     -92.6%
                                 ----------   ----------
Loss from operations                 (45)        (610)         565     -92.6%
Interest Expense, net             (1,680)            -     (1,680)          -
Other income, net                      64           53          11      20.8%
                                 ----------   ----------
Earnings before income taxes      (1,661)        (557)     (1,104)     198.2%
  Income tax expense                (498)        (163)       (335)     205.5%
                                 ----------   ----------
Net Loss                      R   (1,163)  R     (394)  R    (769)     195.2%
                                 ==========   ==========

SOUTH AFRICA NET EARNINGS     R     2,970  R     1,036  R    1,934     186.7%
                                 ==========   ==========

</TABLE>
                                      -34-
<PAGE>


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Casino Market Data (in Rand)

     For the three months ended September 30,          2004             2003
                                                       ----             ----
     Market share of the Western Cape market             6.00%            6.02%
     Market share of Western Cape gaming devices         11.4%            10.9%
     Average number of slot machines                       290              275
     Average slot machine win per day                 690 Rand         598 Rand
     Average number of tables                                9                8
     Average table win per day                      2,158 Rand       1,502 Rand
</TABLE>

     The Geographical differences which separate the casinos in the Western Cape
and the gaming board's license management, impacts the results reported above.

     The results  discussed  below are based on the Rand to eliminate the effect
of fluctuations in foreign currency exchange rates.

     The 22.4% increase in the casino revenue is  attributable to the successful
marketing  efforts that include the introduction of cash couponing,  an expanded
smoking  section and improved  employee  and  management  training.  The Company
markets an array of amenities at the resort to its guests as a complement to the
gaming experience.  These currently include a 92-room hotel, a variety of dining
experiences,  the historic mineral hot spring and spa, the outdoor experience (a
team building facility) and an equestrian center.

     The 0.92  million  Rand  change  in other  revenue  (including  promotional
allowances) is attributable to the  introduction of cash couponing in the second
quarter of 2003 and to the expanded use of player  points to attract  customers.

Hotel, Food and Beverage

     Conferences and other functions held at the resort play a significant  role
in the  operation of the hotel.  Management  is  attempting  to gain  additional
exposure  in this area  through  marketing  efforts.  A number of repairs in the
hotel infrastructure, including electrical and plumbing, were undertaken in 2003
in order to increase the quality of the facility.  Management has taken measures
to offset the  inflationary  pressures in South Africa which have driven up base
costs such as labor, supplies and utilities.

     Hotel revenue  increased 17.0% in the three months ended September 30, 2004
compared to the three  months  ended  September  30,  2003.  The  average  hotel
occupancy  rate in the three months ended  September 30, 2004 was 49.0% compared
to 56.6% in the three months ended  September 30, 2003.  During this same period
the average room rate  increased to R417 from R319,  completely  offsetting  the
decrease in the occupancy rate.  Conference sales increased 17.0%, while leisure
sales decreased by 27.0%.

     In June  2004,  CCAL  added  a  fourth  restaurant  to the  already  varied
selection.  The most recent restaurant  offers patrons an Italian cuisine.  Food
and beverage  revenue  increased  23.0% in the three months ended  September 30,
2004  compared to the three months  ended  September  30,  2003,  primarily as a
result of the additional food and beverage  facility,  plus changes in operating
hours and a general price increase.




                                      -35-
<PAGE>




Other

     The  decrease in general  and  administrative  expense at CCA is  primarily
related to the reduction in management services paid for and provided to CCAL.

     Interest expense for CCAL, including debt issuance cost, decreased 26.9% as
the principal balance of the term loans and capitalized  leases are repaid.  The
weighted-average  interest rate on the borrowings  under the ABSA loan agreement
was  16.9% in the three  months  ended  September  30,  2004 and 2003.  Interest
expense,  net for CCA is comprised  exclusively  of interest on debt between CCA
and CRL. The interest expense is eliminated against the interest income included
in the  Corporate  and Other  segment;  consequently,  there is no effect on the
consolidated net income.

Cruise Ships

     Cruise ships'  operating  results for the three months ended  September 30,
2004 and 2003 were as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                   For the three months    Increase    % Change
                                    ended September 30,   (Decrease)

 Dollar amounts in thousands            2004    2003
                                        ----    ----
 Operating Revenue
    Casino                        $     644    $    575   $    69        12.0%
    Other (including promotional
    allowances)                          44          22        22       100.0%
                                   ---------    -------
 Net operating revenue                  688         597        91        15.2%
                                   ---------    -------

 Costs and Expenses
    Casino                             461          365        96        26.3%
    General and administrative           -           -
    Depreciation                        25           24         1         4.2%
                                   ---------   -------
                                       486          389        97        24.9%
                                   ---------   -------
 Earnings from operations              202          208       (6)        -2.9%
 Other income, net                       -           10      (10)      -100.0%
                                   ---------   -------
 Earnings before income taxes          202          218      (16)        -7.3%
 Income tax expense                      6           82      (76)       -92.7%
                                   ---------    -------
 Net Earnings                    $     196     $    136   $    60        44.1%
                                   =========   ========
</TABLE>

     In the three months ended September 30, 2004, the Company  operated casinos
on a total  of eight  ships:  four on  Silversea  Cruises,  one on the  World of
ResidenSea  and three on Oceania  Cruises,  compared  to a total of seven  ships
during the same period in 2003. On April 10, 2004,  the Company  opened a casino
aboard the Nautica,  a cruise ship operated by Oceania Cruises  equipped with 42
slot machines and three gaming tables.

     We experience  severe  fluctuations in the revenue generated on each cruise
depending  on the number and quality of the players  and  passengers.  This is a
condition that we do not control.  In August 2004 the Silver Wind suffered a $50
thousand loss to a single player, almost 8% of the total

                                      -36-
<PAGE>

ship casino revenue for the period,  contributing  significantly to the decrease
in earnings from operations for the three months ended September 30, 2004.

     Concession  fees  paid  to  the  ship  operators  in  accordance  with  the
agreements  accounted  for $0.25  million and $0.20  million of the total casino
expenses  incurred  in the  three  months  ended  September  30,  2004 and 2003,
respectively.  The cost of travel  expenses to rotate  personnel to and from the
ships  accounted for an increase of $18 thousand in expenses when comparing 2004
to 2003.

     The decrease in income tax expense is attributable to the assignment of the
concession agreements from CCI to CRI as of October 1, 2003. The income assigned
to CCI was taxed at a U.S.  effective  rate of  approximately  38%.  The  income
assigned to CRI, the Company's wholly owned subsidiary in Mauritius, is taxed at
the statutory  rate of 15%, less current tax credits of 12%,  resulting in a net
rate of 3%. This tax status was  effective  upon  incorporation,  September  25,
2003.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Corporate & Other
                                      For the three months   Increase  % Change
                                       ended September 30,  (Decrease)

    Dollar amounts in thousands      2004          2003
                                     ----          ----
    Operating Revenue
        Other                     $       78  $        -    $      78    100.0%
                                     --------    --------
    Net Operating Revenue                 78           -           78    100.0%

    Costs and Expenses
        Casino                             -           -            -         -
        General and administrative       829         529          300     56.7%
        Depreciation                       7          42         (35)    -83.3%
                                     --------    --------
                                         836         571          265     46.4%
                                     --------    --------
    Loss from unconsolidated
    subsidiary                          (45)           -           45    100.0%
                                     --------    --------
    Loss from operations               (803)       (571)        (232)     40.6%
    Interest expense                   (313)       (392)           79     20.2%
    Other income, net                    346          86          260    302.3%
    Non-operating items from
    unconsolidated subsidiary              6           -            6    100.0%
                                     --------    --------
    Loss before income taxes
    and minority interest              (764)       (877)        (113)    -12.9%
    Income tax benefit                 (358)       (392)           34     -8.7%
    Minority interest                   (25)           -         (25)         -
                                     --------    --------
    Net Loss                      $    (431)  $    (485)    $      54    -11.1%
                                     ========    ========
</TABLE>

     Revenue in the  corporate  and other  segment  for the three  months  ended
September 30, 2004 is comprised  exclusively  of fees paid by Casino  Millennium
under the technical services agreement.

                                      -37-
<PAGE>

     Included in the above  results are corporate  bonuses that were  previously
charged to Womacks,  but which are attributable to the  consolidated  results of
operations, the interest on debt incurred to fund the Company's acquisitions and
the repurchase of the Company's common stock, and related tax effects.  Included
on Other  income,  net for the three  months ended  September  30, 2004 is $0.26
million in interest  income on debt between CRL and CCA. The interest  income is
eliminated  against the interest  expense included in the South African segment;
consequently,   there   is  no   effect   on  the   consolidated   net   income.
Reclassifications  have been made to the Colorado and Corporate & Other segments
of the 2003 financial  information in order to conform to the 2004 presentation.
Additionally, general and administrative expenses increased quarter over quarter
largely due to an increase in the current year  estimate for  corporate  bonuses
based on management's current estimate of annual results.

     The decrease in depreciation  expense is attributable to the acquisition of
50% of CM.  Effective  January 3, 2004 CMB acquired an  additional  40% of CM by
contributing gaming equipment, valued at approximately $0.60 million. The gaming
equipment,  previously  allocated to and  depreciated  in the  Corporate & Other
segment,   is  depreciated   by  CM  and  therefore   affects  the  income  from
unconsolidated  subsidiary (see Note 8 to the condensed  consolidated  financial
statements).

     Minority  interest  is  comprised  of $24  thousand  for the 3.5%  minority
interest  in the  earnings  of CRL.  Income from  unconsolidated  subsidiary  is
comprised of the Company's 50% interest in CM earnings.


                                      -38-
<PAGE>



Results of Operations

Nine Months Ended September 30, 2004 vs. 2003
- ---------------------------------------------

Consolidated Results of Operations

     The  Company  reported  net  operating  revenue of $26.6  million and $23.2
million for the nine months  ended  September  30, 2004 and 2003,  respectively.
Casino revenue for the nine months ended  September 30, 2004 and 2003, was $26.2
million  compared  to $23.7  million,  respectively.  Casino  expense  was $10.1
million and $8.5 million for the nine months ended  September 30, 2004 and 2003,
respectively.  General and administrative  expense was $6.5 million for the nine
months  ended  September  30, 2004  compared to $5.7 million for the nine months
ended September 30, 2003. Depreciation expense was $2.1 million and $2.0 million
for the nine months ended September 30, 2004 and 2003, respectively.

     Total Company  earnings from  operations were $5.7 million and $5.1 million
for the nine months ended September 30, 2004 and 2003, respectively.

     Tax expense for the nine months ended  September 30, 2004 and 2003 was $1.3
million, and $1.4 million, respectively.

     The Company's net earnings for the nine months ended September 30, 2004 and
2003 were $3.3  million,  or $0.24 per  share,  and $2.4  million,  or $0.18 per
share, respectively.

     A discussion by business segment follows below.

                                      -39-
<PAGE>



Colorado

     The  operating  results of the Colorado  segment are those of  WMCK-Venture
Corp. and subsidiaries,  which own Womacks in Cripple Creek, Colorado.  Womacks'
results of operations for the nine months ended September 30, 2004 and 2003 were
as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                    For the nine months      Increase   % Change
                                     ended September 30,    (Decrease)
Dollar amounts in thousands          2004         2003
                                     ----         ----
Operating Revenue
    Casino                        $   15,503  $    16,151    $  (648)    -4.0%
    Hotel, food and beverage           1,202          954         248    26.0%
    Other (including promotional
    allowances)                      (2,714)      (2,859)         145     5.1%
                                     --------    ---------
Net operating revenue                 13,991       14,246       (255)    -1.8%
                                     --------    ---------
Costs and Expenses
    Casino                             5,190        5,042         148     2.9%
    Hotel, food and beverage             454          264         190    72.0%
    General and administrative         2,719        2,824       (105)    -3.7%
    Depreciation                       1,055        1,033          22     2.1%
                                     --------    ---------
                                       9,418        9,163         255    -2.8%
                                     --------    ---------
Earnings from operations               4,573        5,083       (510)   -10.0%
Interest (expense), net                   84         (13)          97  -746.2%
Other income, net                         43           65        (22)   -33.8%
                                     --------    ---------
Earnings before income taxes           4,700        5,135       (435)    -8.5%
Income tax expense                     1,786        1,951       (165)    -8.5%
                                     --------    ---------
Net Earnings                      $    2,914  $     3,184    $  (270)    -8.5%
                                     ========    =========
</TABLE>

     Excluded from the above results are corporate  bonuses that were previously
charged to Womacks,  but which are attributable to the  consolidated  results of
operations,  the interest on debt incurred to fund the purchase of the Company's
acquisitions  and the  repurchase of the Company's  common stock and related tax
effects.  Reclassifications have been made to the Colorado and Corporate & Other
segments  of the 2003  financial  information  in order to  conform  to the 2004
presentation.


                                      -40-
<PAGE>



     Operating  results for Womacks were impacted by the casino results detailed
below.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

     Market Data

       For the nine months ended September 30,             2004          2003
                                                           ----          ----
       Market share of the Cripple Creek market              13.7%         14.9%
       Average number of slot machines                         641           625
       Market share of Cripple Creek gaming devices          14.2%         14.8%
       Average slot machine win per day                 86 dollars    93 dollars
       Cripple Creek average slot machine win per day   88 dollars    92 dollars
</TABLE>

     Womacks'  market share is 1.2  percentage  points lower than a year ago. In
June 2004 an  additional  casino  opened in Cripple  Creek,  bringing  the total
number of casino  licenses  to 19  compared to 17 at the same time last year and
reduced  Womacks'  market  share of gaming  devices by 4%. The Company has spent
approximately $3 million in 2004 to upgrade the product mix on the gaming floor,
improve the player tracking system and introduce cashless gaming machines. These
ongoing  improvements are expected to add to the customer experience and further
improve customer service. During the first nine months of 2004, Womacks replaced
approximately 149 slot machines and added 20 slot machines to the floor.

     During this period, the relative  percentage of personnel cost, device fees
and the cost of participation  machines to net operating revenue  contributed to
the erosion in earnings from operations.  Management  regularly  evaluates these
overhead costs to maintain a good cost benefit relationship.

     During  the  nine  months  ended   September  30,  2004,   Womacks   leased
approximately  an average of 39 slot  machines from  manufacturers,  on which it
pays a fee  calculated  as a  percentage  of the net win. All of the leases have
short term  commitment  periods not exceeding three months and are classified as
operating leases.  The leases can be cancelled with no more than 30 days written
notice. On a portion of the leases, the manufacturer is guaranteed a minimum fee
per day that can range from 15 dollars to 35  dollars  for the  duration  of the
lease.  In most  instances,  the branded games that are being  introduced to the
market are not available for purchase. For financial reporting purposes, the net
win on the slot  machines  is  included in our revenue and the amount due to the
manufacturer  is recorded as an expense,  in the period during which the revenue
is earned, as casino operating cost. Management makes its decisions to introduce
these  machines  based on the consumer  demand for the product.  The amount paid
under these  agreements  was $0.32 million and $0.32 million for the nine months
ended September 30, 2004 and 2003, respectively.

     Management continues to focus on marketing the casino through its Gold Club
in which  patrons can earn rewards that can be redeemed for  discounted  or free
meals,  rooms,  cash and other prizes, as well as through increased TV and radio
advertising.  Management  continues to refine the product by upgrading  both the
interior of the facilities, and modifying the slot machine mix.

                                      -41-
<PAGE>



Hotel, Food and Beverage

     Hotel revenue,  included in hotel, food and beverage revenue,  increased by
16.7%,  as a result of an increase in the hotel  occupancy rate to 98.5% in 2004
from 85.7% in 2003,  respectively.  All of the  revenue  generated  by the hotel
operations  is  derived  from  comps to  better  players,  the value of which is
included in promotional allowances.

     In May  2004,  Womacks  added an  additional  restaurant,  the  "Cut  Above
Buffet", on the second floor of the casino. The restaurant operates on a limited
schedule and provides an alternative menu for patrons of the casino. In the nine
months ended September 30, 2004 food and beverage  revenue  increased 36.0% when
compared to the same period in 2003. In the first quarter of 2003, the Gold Mine
restaurant  was closed and Bob's Grill was  expanded in order to provide  better
service  on the gaming  floor and  improve  accessibility.  The cost of food and
beverage promotional  allowances,  which are included in casino costs, decreased
to $0.84 million in the first nine months of 2004 from $.95 million in the first
nine months of 2003.  Overall cost of operating the "Cut Above Buffet"  accounts
for the significantly  higher percentage  increase in the combined cost of hotel
food and beverage when compared to the percentage  increase in the corresponding
revenue.  The "Cut Above Buffet" offers a premium menu,  incurring a higher cost
of sales, and has fulfilled the intention of attracting new customers to Womacks
Gold Club.

    Other

     The Company  allocated $0.91 million in interest expense to the Corporate &
Other  segment  during the first nine  months of 2004.  Interest  expense on the
amounts  advanced,  but not repaid,  to fund the Company's  acquisitions and the
repurchase of the Company's  common stock is calculated using the effective rate
on all  borrowings  under the RCF.  The  Company  reduces the  interest  expense
incurred  by WMCK  under the RCF by the  amount  of  interest  allocated  to the
Corporate & Other segment. The Company has not repaid the funds advanced for the
Company's  acquisitions  or the  repurchase of the Company's  common stock,  and
therefore the debt and accumulated  interest  allocated to the Corporate & Other
segment exceeded the total outstanding borrowing. As a result Womacks reported a
net negative $84 thousand in interest expense and debt issuance cost. During the
same period in 2003,  Womacks reported  interest expense and debt issuance cost,
of $13  thousand,  net of $1.1  million in  interest  expense  allocated  to the
Corporate & Other segment.  Such decrease is attributable to the decrease in the
weighted-average  interest  rate on the  borrowings  under  the  RCF,  including
effects of swap  agreements,  to 6.35% from 8.57% and a reduction in the average
outstanding  balance  under the RCF to $11.5 million in the first nine months of
2004 from $13.2 million in the first nine months of 2003.

     In January 2004, the Company sold a purchase  option  agreement that it had
held since 1999, which would have expired on September 30, 2004, to an unrelated
party for a sum of $0.20 million.  As a result of the  transaction,  the Company
recognized a pre-tax gain of $34.7 thousand in 2004,  which is included in Other
income, net.

     The Colorado segment  recognized income tax expense of $1.79 million in the
first nine months of 2004 versus $1.95 million in the first nine months of 2003,
principally the result of a decrease in earnings before income taxes.

                                      -42-
<PAGE>



South Africa

     The  operating  results of the South  African  segment are those of Century
Casinos Africa (Pty) Limited and its  subsidiaries,  primarily  Century  Casinos
Caledon (Pty) Limited, which owns the Caledon Hotel, Spa & Casino.

     Improvement  in the Rand  versus the dollar when  comparing  the first nine
months of 2004 to the first nine months of 2003 has had a positive impact on the
reported revenues and a negative impact on expenses.

                                      -43-
<PAGE>



     Operating  results in U.S.  dollars for the nine months ended September 30,
2004 and 2003 were as follows: (See next page for results in Rand)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

CALEDON
                                    For the nine months      Increase   % Change
                                    ended September 30,     (Decrease)

Dollar amounts in thousands          2004          2003
                                     ----          ----
Operating Revenue
    Casino                       $     8,872   $    6,275    $  2,597     41.4%
    Hotel, food and beverage           1,995        1,616         379     23.5%
    Other (including promotional
    allowances)                        (285)        (218)        (67)     30.7%
                                     ---------    ---------
Net operating revenue                 10,582        7,673       2,909     37.9%
                                     ---------    ---------
Costs and Expenses
    Casino                             3,617        2,609       1,008     38.6%
    Hotel, food and beverage           1,791        1,578         213     13.5%
    General and administrative         1,491        1,077         414     38.4%
    Depreciation                         972          771         201     26.1%
                                     ---------    ---------
                                       7,871        6,035       1,836     30.4%
                                     ---------    ---------
Earnings from operations               2,711        1,638       1,073     65.5%
Interest expense                       (605)        (695)          90     12.9%
Other income, net                         96          127        (31)    -24.4%
                                     ---------    ---------
Earnings before Income Taxes           2,202        1,070       1,132    105.8%
   Provision for income taxes            635          387         248     64.1%
                                     ---------    ---------
Net Earnings                     $     1,567   $      683    $    884    129.4%
                                     =========    =========

CENTURY CASINOS AFRICA
Costs and Expenses
   General and administrative    $        58   $      271    $  (213)    -78.6%
                                     ---------     --------
(Income) Loss from operations           (58)        (271)         213    -78.6%
Interest Expense, net                  (261)            -       (261)         -
Other income, net                         18           24         (6)    -25.0%
                                     ---------     --------
Earnings before Income Taxes           (301)        (247)        (54)     21.9%
   Provision for income taxes           (88)         (68)        (20)     29.4%
                                     ---------     --------
Net Loss                         $     (213)   $    (179)    $   (34)     19.0%
                                     =========     ========
MINORITY INTEREST EXPENSE        $        -    $      (8)    $    (8)  -100.00%
                                      --------     --------
SOUTH AFRICA NET EARNINGS        $     1,354   $      496    $    858    172.9%
                                     =========     ========

Average exchange rate (Rand/USD)        6.56         7.71

</TABLE>

                                      -44-
<PAGE>



Operating  results in Rand for the nine months ended September 30, 2004 and 2003
are as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

CALEDON
                                      For the nine months     Increase  % Change
                                      ended September 30,    (Decrease)

Rand amounts in thousands            2004           2003
                                     ----           ----
Operating Revenue
     Casino                       R   58,203    R   48,400    R   9,803    20.3%
     Hotel, food and beverage         13,076        12,485          591     4.7%
     Other (including promotional
     allowances)                     (1,834)       (1,614)        (220)    13.6%
                                     --------      --------
Net operating revenue                 69,445        59,271       10,174    17.2%
                                     --------      --------
Costs and Expenses
     Casino                           23,713        20,145        3,568    17.7%
     Hotel, food and beverage         11,753        12,191        (438)    -3.6%
     General and administrative        9,812         8,322        1,490    17.9%
     Depreciation                      6,384         5,950          434     7.3%
                                     --------      --------
                                      51,662        46,608        5,054    10.8%
                                     --------      --------
Earnings from operations              17,783        12,663        5,120    40.4%
Interest expense                     (3,984)       (5,385)        1,401   -26.0%
Other income, net                        633           991        (358)   -36.1%
                                     --------      --------
Earnings before Income Taxes          14,432         8,269        6,163    74.5%
Income tax expense                     4,168         2,997        1,171    39.1%
                                     --------      --------
Net Earnings                      R   10,264    R    5,272    R   4,992    94.7%
                                     ========      ========

CENTURY CASINOS AFRICA
Costs and Expenses
    General and administrative    R      404    R    2,083    R (1,679)   -80.6%
                                     --------      --------
Loss from operations                   (404)       (2,083)        1,679   -80.6%
Interest Expense, net                (1,680)             -      (1,680)        -
Other income, net                        122           185         (63)   -34.1%
                                     --------      --------
Earnings before Income Taxes         (1,962)       (1,898)         (64)     3.4%
   Provision for income taxes          (575)         (549)         (26)     4.7%
                                     --------      --------
Net Loss                          R  (1,387)    R  (1,349)    R    (38)    -2.8%
                                     ========      ========

MINORITY INTEREST EXPENSE         R        -    R     (71)    R    (71)        -
                                     --------      --------
SOUTH AFRICA NET EARNINGS         R    8,877    R    3,852    R   5,025   130.5%
                                     ========      ========

</TABLE>
                                      -45-
<PAGE>



Casino Market Data (in Rand)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

     For the nine months ended September 30,          2004          2003
                                                      ----          ----
     Market share of the Western Cape market            5.9%          6.0%
     Market share of Western Cape gaming devices       11.2%         10.9%
     Average number of slot machines                     285           275
     Average slot machine win per day               680 Rand      589 Rand
     Average number of tables                              9             8
     Average table win per day                     2083 Rand    1,716 Rand
</TABLE>

     The Geographical differences which separate the casinos in the Western Cape
and the gaming board's license management, impacts the results reported above.

     The results  discussed  below are based on the Rand to eliminate the effect
of fluctuations in foreign currency exchange rates.

     The 20.3% increase in the casino revenue is  attributable to the successful
marketing  efforts  that include  introduction  of cash  couponing,  an expanded
smoking  section and improved  employee  and  management  training.  The Company
markets an array of amenities at the resort to its guests as a complement to the
gaming experience.  These currently include a 92-room hotel, a variety of dining
experiences,  the historic mineral hot spring and spa, the outdoor experience (a
team building facility) and an equestrian center.

     The 0.2  million  Rand  change  in  other  revenue  (including  promotional
allowances) is attributable to the  introduction of cash couponing in the second
quarter of 2003 and to the expanded use of player points to attract customers.

Hotel, Food and Beverage

     Conferences and other functions held at the resort play a significant  role
in the  operation of the hotel.  Management  is  attempting  to gain  additional
exposure  in this area  through  marketing  efforts.  A number of repairs in the
hotel infrastructure, including electrical and plumbing, were undertaken in 2003
in order to increase the quality of the facility.  Management has taken measures
to offset the  inflationary  pressures in South Africa which have driven up base
costs such as labor, supplies and utilities.

     Hotel revenue  decreased  2.0% in the first nine months of 2004 compared to
the first nine months of 2003.  The average  hotel  occupancy  rate in the first
nine  months of 2004 was 49.4%  compared  to 56.5% in the first  nine  months of
2003. Conference sales decreased 18.0%, while leisure sales improved 14.0%.

     In June  2004,  CCAL  added  a  fourth  restaurant  to the  already  varied
selection.  The most recent restaurant  offers patrons an Italian cuisine.  Food
and beverage  revenue  increased 10.0% in the first nine months of 2004 compared
to the  first  nine  months  of 2003,  as a result  of the  additional  food and
beverage facility, plus changes to operating hours and a general price increase.


Other

     The  decrease in general  and  administrative  expense at CCA is  primarily
related to the reduction in management services paid for and provided to CCAL.

                                      -46-
<PAGE>

     Interest expense for CCAL, including debt issuance cost, decreased 26.0% as
the principal balance of the term loans and capitalized  leases are repaid.  The
weighted-average  interest rate on the borrowings  under the ABSA loan agreement
was 16.9% in the first nine months of 2004 and 2003.  Income tax expense for the
current year has been reduced by 0.73 million  Rand as a result of an adjustment
to the prior years' tax liability.  Interest  expense,  net for CCA is comprised
exclusively  of interest on debt between CCA and CRL.  The  interest  expense is
eliminated  against the  interest  income  included in the  Corporate  and Other
segment; consequently, there is no effect on the consolidated net income.


Cruise Ships

     Cruise  ships'  operating  results for the nine months ended  September 30,
2004 and 2003 were as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                         For the nine months  Increase  % Change
                                         ended September 30,  (Decrease)

    Dollar amounts in thousands            2004      2003
                                           ----      ----
    Operating Revenue
         Casino                        $   1,848  $   1,244   $  604     48.6%
         Other (including promotional
         allowances)                         111         41       70    170.7%
                                          -------    -------
    Net operating revenue                  1,959      1,285      674     52.5%
                                          -------    -------

    Costs and Expenses
         Casino                            1,325        846      479     56.6%
         General and administrative            -          3      (3)
         Depreciation                         67         56       11     19.6%
                                          -------    -------
                                           1,392        905      487     53.8%
                                          -------    -------
    Earnings from operations                 567        380      187     49.2%
    Other income, net                          -         15     (15)   -100.0%
                                          -------    -------
    Earnings before income taxes             567        395      172     43.5%
    Income tax expense                        17        150    (133)    -88.7%
                                          -------    -------
    Net Earnings                       $     550  $     245   $  305    124.5%
                                          =======    =======
</TABLE>

     In the first nine months of 2004, the Company  operated  casinos on a total
of eight ships:  four on Silversea  Cruises,  one on the World of ResidenSea and
three on Oceania  Cruises,  compared to a total of seven  ships  during the same
period in 2003. Two ships, the Silver Cloud and the Insignia, resumed operations
late in the first quarter of 2004.  The Silver Cloud,  a cruise ship operated by
Silversea  Cruises,  resumed its  operations  on March 27, 2004  following  five
months of periodic maintenance.  The Insignia, a cruise ship operated by Oceania
Cruises,  resumed its  operations  on March 29, 2004  following  its  five-month
inaugural voyage,  which ended in September 2003. On April 10, 2004, the Company
opened a casino aboard the Nautica,  a cruise ship operated by Oceania  Cruises.
The casino is equipped with 42 slot machines and three gaming tables.

     We experience  severe  fluctuations in the revenue generated on each cruise
depending  on the number and quality of the players  and  passengers.  This is a
condition that we do not control. In

                                      -47-
<PAGE>

August 2004 the Silver Wind  suffered a $50  thousand  loss to a single  player,
almost  3% of the  total  ship  casino  revenue  for the  period,  significantly
reducing the earnings from  operations  for the nine months ended  September 30,
2004.

     Concession  fees  paid  to  the  ship  operators  in  accordance  with  the
agreements  accounted  for $0.73  million and $0.41  million of the total casino
expenses  incurred in the first nine months ended  September  30, 2004 and 2003,
respectively.  The cost of travel  expenses to rotate  personnel to and from the
ships  accounted for an increase of $23 thousand in expenses when  comparing the
first nine  months of 2004 to 2003.  Ship  personnel  are rotated on and off the
ships and the end of their  contracts or as needed.  In the first nine months of
2004  there  were two  ships out of  service  for a period  of two  months  each
compared to three ships that were out of service for periods  ranging from three
to five months in 2003,  accounting  for the  majority if the increase in casino
expenses in the ship segment.

     The decrease in income tax expense is attributable to the assignment of the
concession agreements from CCI to CRI as of October 1, 2003. The income assigned
to CCI was taxed at a U.S.  effective  rate of  approximately  38%.  The  income
assigned to CRI, the Company's  wholly owned  subsidiary in Mauritius,  is taxed
the statutory  rate of 15%, less current tax credits of 12%,  resulting in a net
rate of 3%.

                                      -48-
<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


       Corporate & Other
                                      For the nine months     Increase  % Change
                                       ended September 30,   (Decrease)

    Dollar amounts in thousands        2004         2003
                                       ----         ----
    Operating Revenue
        Other                      $       115  $         8   $    107   1337.5%
                                      ---------    ---------
    Net Operating Revenue                  115            8        107   1337.5%

    Costs and Expenses
        Casino                               -            -          -         -
        General and administrative       2,226        1,571        655     41.7%
        Depreciation                        20          126      (106)    -84.1%
                                      ---------    ---------
                                         2,246        1,697        549     32.4%
                                      ---------    ---------
    Income from unconsolidated
    subsidiary                               6            -          6    100.0%
                                      ---------    ---------
    Loss from operations               (2,125)      (1,689)      (436)     25.8%
    Interest expense                     (935)      (1,112)      (177)    -15.9%
    Other income, net                      522          267        255     95.5%
    Non-operating items from
    unconsolidated subsidiary              (2)            -        (2)    100.0%
                                      ---------    ---------
    Loss before income taxes
    and minority interest              (2,540)      (2,534)        (6)     -0.2%
    Income tax benefit                 (1,062)      (1,029)       (33)     -3.2%
    Minority interest                     (56)            -       (56)    100.0%
                                      ---------    ---------
    Net Loss                       $   (1,534)  $   (1,505)   $   (29)     -1.9%
                                      =========    =========
</TABLE>

     Revenue  in the  corporate  and other  segment  for the nine  months  ended
September  30,  2004 and 2003 is  comprised  exclusively  of fees paid by Casino
Millennium under the technical services agreement.

     Included in the above  results are corporate  bonuses that were  previously
charged to Womacks,  but which are attributable to the  consolidated  results of
operations, the interest on debt incurred to fund the Company's acquisitions and
the repurchase of the Company's common stock, and related tax effects.  Included
on Other  income,  net for the nine  months  ended  September  30, 2004 is $0.26
million in interest  income on debt between CRL and CCA. The interest  income is
eliminated  against the interest  expense included in the South African segment;
consequently,   there   is  no   effect   on  the   consolidated   net   income.
Reclassifications  have been made to the Colorado and Corporate & Other segments
of the 2003 financial  information in order to conform to the 2004 presentation.
Additionally,  general and  administrative  expenses increased year to date 2004
over year to date 2003 largely due to an increase in the current  year  estimate
for corporate bonuses based on management's current estimate of annual results.

     The decrease in depreciation  expense is attributable to the acquisition of
50% of CM.  Effective  January 3, 2004,  the Company  through  its  wholly-owned
subsidiary,  CMB,  acquired  an  additional  40%  of CM by  contributing  gaming
equipment,   valued  at  approximately  $0.60  million.  The  gaming

                                      -49-
<PAGE>

equipment,  previously  allocated to and  depreciated  in the  Corporate & Other
segment,   is  depreciated   by  CM  and  therefore   affects  the  income  from
unconsolidated  subsidiary (see Note 8 to the condensed  consolidated  financial
statements).

     Minority  interest  is  comprised  of $56  thousand  for the 3.5%  minority
interest  in the  earnings  of CRL.  Income from  unconsolidated  subsidiary  is
comprised of the Company's 50% interest in CM earnings.

Liquidity and Capital Resources

     Cash and cash  equivalents  totaled $5.0 million  plus  restricted  cash of
$0.62 million at September 30, 2004, and the Company had deficit working capital
of  $1.37  million.  Additional  liquidity  may be  provided  by  the  Company's
revolving credit facility ("RCF") with Wells Fargo Bank, under which the Company
had a total  commitment  of $26 million  ($20.95  million  net of the  quarterly
reduction)  and unused  borrowing  capacity of  approximately  $9.72  million at
September  30, 2004.  The maturity  date of the  borrowing  commitment is August
2007. Subsequent to September 30, 2004 an amendment to the RCF changed aggregate
commitment reduction schedule under the RCF. Effective with the amendment, there
will be no quarterly reduction until July 1, 2005. The available balance will be
reduced by $0.3 million for two quarters beginning July 1, 2005, by $0.6 million
for two quarters  beginning January 1, 2006, and finally by $0.72 million at the
beginning of each quarter  beginning July 1, 2006 until maturity in August 2007.
The change in the scheduled  reduction  provides the Company with  approximately
$3.3 million additional  availability over the next one and three quarter years.
The Company has the flexibility to use the funds for various  business  projects
and investments.

     For the nine months ended  September  30, 2004,  cash provided by operating
activities was $5.8 million compared with $3.9 million in the prior-year period.
Please  refer  to the  condensed  consolidated  statements  of  cash  flows  and
management's discussion of the results of operation by segment.

     Cash used in investing activities of $3.5 million for the first nine months
of 2004 include $0.4 million towards the upgrade of the slot accounting  system,
$1.9  million  towards new slot games,  $48 thousand for new slot stools and $24
thousand for restaurant  equipment at Womacks,  $0.9 million in  improvements to
the property in Caledon,  South Africa,  $0.17 million in expenditures to outfit
the cruise ships and $0.3 million in expenditures for other  long-lived  assets,
less $0.2  million in  proceeds  from the  disposition  of assets.  Cash used in
investing activities of $2.7 million for the first nine months of 2003 consisted
of: $0.7 million  towards the expansion of the Womacks casino at the rear of the
property that was completed in the second quarter of 2003,  providing additional
gaming  space;  $0.5  million for  additional  improvements  to the  property in
Caledon,  South Africa,  including $61 thousand additional  capitalized building
costs related to the original construction; $1.3 million towards the purchase of
the  remaining  35% interest in Century  Casinos  Caledon  (Pty)  Limited,  $1.0
million of which was applied against the minority shareholder liability and $0.3
million of which  increased  the  carrying  value of the land in  Caledon;  $0.2
million  principally for outfitting one of the two new casinos aboard the luxury
cruise ships  operated by Oceania and to finish  re-outfitting  the Silver Wind;
$0.3  million  due to  expenditures  for other  long-lived  assets,  net of $0.3
million  in  proceeds  from the  disposition  of assets;  and a decrease  of $49
thousand in restricted cash.

     Cash used in financing activities of $2.1 million for the first nine months
of 2004  consisted of net  repayments  of $0.5 million  under the RCF with Wells
Fargo,  net  repayments  of $1.1  million  under the loan  agreement  with ABSA,
repayment  of a  $0.4  million  from  a  founding  shareholder,  and  other  net
repayments  of $0.2  million,  less net  borrowing of $90 thousand from a former
director and $2 thousand in proceeds  from the exercise of stock  options.  Cash
used in financing  activities  of $2.2

                                      -50-
<PAGE>

million for the first nine months of 2003  consisted of net  borrowings  of $0.4
million  under the RCF with Wells Fargo plus $8  thousand  in proceeds  from the
exercise of stock  options,  less net  repayments of $0.9 million under the loan
agreement  with  ABSA,  $1.3  million  to  acquire  a loan  to  CCAL  held by an
unaffiliated  minority  shareholder;  $1.0  million  towards the  repurchase  of
Company's stock on the open market at cost; $0.3 million towards the purchase of
132,184 shares of common stock from a former  director,  at a per share price of
$2.26; and other net repayments of $0.4 million.

     In January 2000,  CCI entered into an agreement  with Novomatic AG in which
CCI received an option to purchase seven eighths of the shares that Novomatic AG
purchased  in  Silverstar  at a price equal to 85% of their fair market value at
the time of exercise.  The  agreement has  subsequently  been amended two times,
most  recently in October 2004  eliminating  the put option held by Novomatic AG
transferring  the rights  under the  agreement  from CCI to CRL and amending the
call option  under which CRL can require can require  Novomatic AG to sell seven
eighths of its shares in  Silverstar  to CRL. CRL can exercise the option for $1
million  even if the  Silverstar  casino is not  operational  at the time of the
exercise.  The  price of the  option  cannot  be  determined  for the  remaining
situations at this time.  If the  transaction  were to be  completed,  CRL would
acquire a 7% interest in Silverstar from Novomatic AG.

     CRA  has  submitted  an  application  to  the  Alberta  Gaming  and  Liquor
Commission  ("AGLC") for an additional  casino  facility  license in the greater
Edmonton area. The first phase of the proposed project,  The Celebrations Casino
and Hotel, is planned to include a casino, food and beverage amenities, a dinner
theater,  a 300 space  underground  parking garage and a 40-room  hotel.  CRA is
owned by CRI  (previously  named CRL), a wholly owned  subsidiary of the Company
and by 746306  Alberta  Ltd,  the owners of the 7.25 acre  property and existing
hotel which will be developed  into the  Celebrations  project,  if a license is
awarded  and all other  approvals  and funding are  obtained.  The  Celebrations
Casino  and Hotel  Project  proposed  by CRA is valued  at 22  million  Canadian
dollars ($17.4  million),  including the  contribution of the existing hotel and
property, valued at 2.5 million Canadian dollars ($2.0 million) by the owners of
the existing hotel and an approximately 3 million Canadian dollar ($2.4 million)
cash  contribution  by the Company  which will be funded  through the  revolving
credit facility with Wells Fargo Bank. The remaining cost of the project will be
funded through new project  financing.  On April 19, 2004, the Company announced
that CRA had been  selected as the only one of nine  applicants  to move to step
seven of eight  steps of the  casino  licensing  process in  Edmonton,  Alberta,
Canada.  This is not an approval  or a  guarantee  that the CRA will be issued a
casino facility license.  Step seven is the  "Investigation  stage of the Casino
Facility Application Process" which is a thorough due diligence investigation of
the  applicant  and the key  persons  associated  with  the  selected  proposal.
Although  the Company  cannot  predict how long the due  diligence  process will
take,  once step seven is  successfully  completed,  the  eighth  step will be a
recommendation to the Board of the AGLC, by the evaluating committee,  regarding
issuance of a casino facility license. There is no assurance that a license will
be issued to CRA.

     On October 13, 2004, the Company  announced that it has signed an agreement
with Central City Venture LLC  ("Tollgate")  to develop and operate a casino and
hotel in Central City, Colorado. The proposed $40.0 million development includes
a 60,000 square foot facility with 625 slot machines,  six table games, 35 hotel
rooms,  retail,  food and beverage  amenities  and a 500-space  on-site  covered
parking  garage  connected  to  the  casino  by  an  environmentally  controlled
pedestrian walkway. The Company's  contribution to the proposed project includes
an initial  cash  capital  contribution  of $3.5  million,  which will be funded
through the  revolving  credit  facility  with Wells Fargo Bank, in return for a
controlling 65% interest. The Company's partner, Tollgate, will contribute three
existing  non-operating  casino buildings,  land and land options.  We expect to
fund  the  remaining  cost  of  the  project  through  new  project   financing.
Additionally, CRI entered into a Casino Services Agreement to

                                      -51-
<PAGE>

manage the property.  Closing of the agreement and  completion of the project is
subject to various  conditions  and  approvals,  including,  but not  limited to
securing acceptable financing,  satisfactory environmental studies, licensing by
the Colorado  Division of Gaming,  Century Casinos' Board approval and other due
diligence.

     On October 18, 2004, the Company announced that it signed an agreement with
the owners of Landmark Gaming LLC of Franklin County, Iowa, to jointly submit as
co-applicant  with  the  Franklin  County  Development   Association  (FCDA)  an
application  to the Iowa  Racing and  Gaming  Commission  (IRGC) to develop  and
operate a moored  barge  casino,  hotel and  entertainment  facility in Franklin
County,  Iowa. The proposed project includes a casino with approximately  40,000
square feet of total space,  120 hotel rooms, 600 covered parking spaces and 375
surface  parking  spaces.  The Company's  contribution to the project at closing
will include an initial cash capital  contribution of $1.25 million,  which will
be funded through the revolving credit facility with Wells Fargo Bank, in return
for a 40% interest.  The current owners of Landmark  Gaming will  contribute the
land and land options in return for 60% ownership. Additionally, an affiliate of
the Company will enter into a Casino  Services  Agreement to manage the property
in return for a share in gross  revenues  plus a share in EBITDA.  The Company's
cash  contribution  and the  beginning  of  construction  are subject to various
conditions and approvals, including, but not limited to awarding of a license by
the IRGC,  securing  acceptable  financing  and other due  diligence.  We do not
expect the IRGC to complete their selection process before December 31, 2004.

     In January 2004, the Company signed  commitments  for gaming  equipment and
upgrades to its slot accounting  system at Womacks totaling  approximately  $3.0
million.  As of  September  30, 2004 the Company  has  expended or accrued  $2.9
million towards the commitments.

     The Company's  Board of Directors has approved a  discretionary  program to
repurchase up to $5 million of the Company's  outstanding  common stock.  During
the first nine months of 2004,  the Company did not  purchase  any shares of its
common stock on the open market.  Through  September  30, 2004,  the Company had
repurchased   2,559,004   shares  of  its  common  stock  at  a  total  cost  of
approximately $3.8 million.

     Management believes that the Company's cash at September 30, 2004, together
with expected cash flows from operations,  its borrowing  capacity under the RCF
and its ability to secure  additional  project  financing with competitive terms
will  be  sufficient  to  fund  its  anticipated  capital  expenditures,  pursue
additional business growth opportunities for the foreseeable future, and satisfy
its debt repayment  obligations.  There is a risk that the Company cannot obtain
the financing necessary to pursue the proposed projects in Central City Colorado
and Iowa.

Critical Accounting Policies

         In accordance with recent Securities and Exchange Commission guidance,
those material accounting policies that we believe are the most critical to an
investor's understanding of the Company's financial results and condition and/or
require complex management judgment have been expanded and are discussed below.

Consolidation - The accompanying  consolidated  financial statements include the
accounts  of  CCI  and  its   majority-owned   subsidiaries.   All   significant
intercompany  transactions  and balances  have been  eliminated.  The  financial
statements of all foreign  subsidiaries  consolidated herein have been converted
to US GAAP for  financial  statement  presentation  purposes.  Accordingly,  the
consolidated financial statements are presented in accordance with US GAAP.

                                      -52-
<PAGE>

In January 2004,  the Company  adopted FASB revised  Interpretation  46 ("FIN 46
(R)"),  "Consolidation  of  Variable  Interest  Entities".  FIN 46(R)  addresses
consolidation  issues by business  enterprises of variable  interest entities in
which 1) the equity interest at risk is not sufficient to finance its activities
without additional  subordinated financial support, 2) the equity investors lack
one or more essential  characteristics of a controlling financial interest or 3)
the equity  investors  have voting  rights that are not  proportionate  to their
economic  interest.  The Company has  determined  that CM (Note 8) is a variable
interest  entity as defined by FIN 46 (R). The Company has also  determined that
it is not the primary  beneficiary as defined by FIN 46 (R) and has,  therefore,
accounted for the Company's 50% interest in CM under the equity method.

Revenue  Recognition  - Casino  revenue is the net win from  gaming  activities,
which  is  the  difference  between  gaming  wins  and  losses.  Management  and
consulting  fees are recognized as revenue as services are provided unless their
collectability  is doubtful,  in which case they are recognized on a cash basis.
The incremental amount of unpaid progressive  jackpot is recorded as a liability
and a reduction of casino  revenue in the period  during  which the  progressive
jackpot increases.

Goodwill and Other Intangible  Assets - The Company's  goodwill results from the
acquisitions of casino and hotel operations.

SFAS No. 142 "Goodwill and Other Intangible  Assets"  addresses the methods used
to capitalize, amortize and to assess impairment of intangible assets, including
goodwill resulting from business  combinations  accounted for under the purchase
method.  Effective  with the  adoption  of SFAS No.  142,  the Company no longer
amortizes  goodwill and other  intangible  assets with indefinite  useful lives,
principally   deferred   casino  license  costs.  In  evaluating  the  Company's
capitalized casino license cost related to CCAL, which comprises principally all
of its other intangible  assets,  management  considered all of the criteria set
forth in SFAS No. 142 in determining its useful life. Of particular significance
in that evaluation was the existing  regulatory  provision for annual renewal of
the  license  at minimal  cost and the  current  practice  of the  Western  Cape
Gambling and Racing Board  ("Board")  of granting  such  renewals as long as all
applicable  laws are  complied  with,  as well as  compliance  with the original
conditions of the casino operator license as set forth by the Board. Among other
things, the Company also evaluated the following criteria;  1) the high value of
the assets it has  placed in service  and the  significant  barrier  that a high
initial  investment poses to potential  competitors,  2) the future potential of
the resort property,  3) the unique  attraction of the resort  property,  4) the
dependence  of the hotel and other  amenities  of the resort  property  upon the
casino  operation,  and 5) the  intentions  of the Company to operate the casino
indefinitely. Based on its evaluation, the Company has deemed the casino license
costs to have an indefinite life.  Goodwill recognized in the acquisition of 40%
of the  outstanding  stock of CM,  which has been  accounted  for on the  equity
method,  was  $0.57  million.  Included  in  assets  at  September  30,  2004 is
unamortized  goodwill of  approximately  $8.67  million and  unamortized  casino
license  costs of  approximately  $1.88  million.  The Company will  continue to
assess  goodwill  and  other  intangibles  for  impairment  at  least  annually.
Management  has not identified  any  impairment  indicators  with respect to the
casino license or goodwill  during the three and nine months ended September 30,
2004.

Impairment  of Long-Lived  Assets - The Company  reviews  long-lived  assets for
possible impairment whenever events or circumstances  indicate that the carrying
amount  of an  asset  may not be  recoverable.  If  there  is an  indication  of
impairment,   which  is  estimated  as  the   difference   between   anticipated
undiscounted  future cash flows and carrying  value,  the carrying amount of the
asset is written  down to its  estimated  fair value by a charge to  operations.
Fair value is  estimated  based on the present  value of  estimated  future cash
flows using a discount rate  commensurate  with the risk involved.  Estimates of
future cash flows are inherently  subjective and are based on management's  best
assessment of expected future conditions.

                                      -53-
<PAGE>

The carrying value of the non-operating  property held for sale in Wells Nevada,
is subject to periodic  evaluation.  The property has been listed for sale since
April  1998.  In  2001 we  attempted  to  reach  agreement  with  an  interested
third-party  that would have recouped our investment  through a long-term  lease
agreement  that contained a purchase  option,  which enabled us to conclude that
the carrying value was still reasonable. We could not reach an agreement and, as
the result of no further  activity,  reduced  the value of the  property  to its
estimated fair value in 2002. An appraisal of the property,  which was completed
on January 26,  2004,  continues  to support the net fair value of the assets as
recorded in the Consolidated Balance Sheet as of September 30, 2004.

Foreign Exchange - Current period transactions  affecting the profit and loss of
operations  conducted in foreign  currencies are valued at the average  exchange
rate for the period in which they are incurred.  Except for equity  transactions
and balances  denominated in U.S. dollars, the balance sheet is translated based
on the exchange rate at the end of the period.

                                      -54-
<PAGE>

CENTURY CASINOS, INC. AND SUBSIDIARIES
Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- --------------------------------------------------------------------------------

     We are  exposed to market risk  principally  related to changes in interest
rates and foreign  currency  exchange rates. To mitigate some of these risks, we
utilize derivative financial instruments to hedge these exposures. We do not use
derivative financial instruments for speculative or trading purposes. All of the
potential  changes noted below are based on  information  available at September
30, 2004. Actual results may differ materially.

Interest Rate Sensitivity

     The Company is subject to interest rate risk on the  outstanding  borrowing
under the RCF with Wells Fargo Bank. Interest on the agreement is variable based
on the interest rate option selected by the Company, whereby the interest on the
outstanding debt is subject to fluctuations in the prime interest rate as set by
Wells Fargo, or LIBOR.

     In order to minimize the risk of increases in the prime rate or LIBOR,  the
Company  has one  remaining  interest-rate  swap  agreement  on a total  of $4.0
million  notional  amount of debt. In 1998, the Company entered into a five-year
interest  rate swap  agreement  that  matured on October 1, 2003 on $7.5 million
notional  amount of debt under the RCF,  whereby the Company paid a  LIBOR-based
fixed rate of 5.55% and received a  LIBOR-based  floating  rate reset  quarterly
based on a  three-month  rate.  In May 2000,  the Company  entered into a second
five-year  interest  rate swap  agreement  which matures on July 1, 2005 on $4.0
million  notional  amount of debt  under the RCF,  whereby  the  Company  pays a
LIBOR-based  fixed rate of 7.95% and receives a LIBOR-based  floating rate reset
quarterly  based on a  three-month  rate.  Generally,  the swap  arrangement  is
advantageous  to the Company to the extent that interest  rates  increase in the
future and  disadvantageous  to the extent  that they  decrease.  Therefore,  by
entering into the interest rate swap  agreements,  we have a cash flow risk when
interest  rates drop.  With the  expiration  of the swap  agreement  on the $7.5
million notional amount of debt on October 1, 2003, each  hypothetical 100 basis
point increase  results in an increased use of $40 thousand in cash on an annual
basis. In an environment of falling  interest rates, as we have seen in the last
two years, the swap agreements are disadvantageous.  Without the swap agreements
the  weighted-average  interest  rate  on the RCF for  the  three  months  ended
September  30, 2004 and 2003 would have been 4.60% and 4.47%,  respectively  and
for the nine months ended  September 30, 2004 and 2003 would have been 4.01% and
4.00%.  The Company has not entered into any new swap  agreements  subsequent to
September 30, 2004.

Foreign Currency Exchange Risk

     A total of 39.7% of our  revenue for the nine months  ended  September  30,
2004 was derived from our South African  operations and principally  denominated
in South  African  Rand.  A total of 39.4% of our  expenses  for the nine months
ended September 30, 2004 were paid in currencies  other than US dollars of which
37.9%  were paid in South  African  Rand and 1.5%  were  paid in  Euros.  Our US
operations  generate  revenues  denominated  in US  dollars.  If an  arrangement
provides for us to receive payments in a foreign currency, revenue realized from
such an arrangement may be lower if the value of such foreign currency declines.
Similarly,  if an  arrangement  provides  for us to make  payments  in a foreign
currency, cost of services and operating expenses for such an arrangement may be
higher if the value of such  foreign  currency  increases.  For  example,  a 10%
change in the relative value of such foreign  currency could cause a related 10%
change in our  previously  expected  revenue,  cost of services,  and  operating
expenses.  If the international  portion of our business continues to grow, more
revenue and expenses will be denominated in foreign currencies,  which increases
our exposure to  fluctuations  in currency  exchange  rates.  We have not hedged
against  foreign  currency  exchange rate changes  related to our  international
operations.

                                      -55-
<PAGE>






CENTURY CASINOS, INC. AND SUBSIDIARIES

- --------------------------------------------------------------------------------

Item 4. CONTROLS AND PROCEDURES

     Under the supervision and with the  participation of management,  including
its principal executive officer and principal financial officer, the Company has
evaluated  the  effectiveness  of the design  and  operation  of its  disclosure
controls and procedures (which are designed to ensure that information  required
to be  disclosed  in the reports  submitted  under the Exchange Act is recorded,
processed,  summarized  and reported,  within the time periods  specified in the
SEC's rules and forms) as of the end of the period covered by this report. Based
on their  evaluation,  the Company's  principal  executive officer and principal
financial  officer  have  concluded  that  these  controls  and  procedures  are
effective.

     There were no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation.  There were no significant  deficiencies  or material
weaknesses, and therefore there were no corrective actions taken.







                     * * * * * * * * * * * * * * * * * * * *


                                      -56-
<PAGE>



                                     PART II

OTHER INFORMATION

Item 1. - Legal Proceedings

          The  Company  is not a party to,  nor is it aware of,  any  pending or
          threatened  litigation  which, in management's  opinion,  could have a
          material adverse effect on the Company's financial position or results
          of operations.

Items 2 to 5 - None

Item 6. - Exhibits and Reports on Form 8-K
              (a) Exhibits - The following exhibits are filed herewith:

              10.132 Contribution  agreement dated as of October 12, 2004 among
                    Century Casinos Tollgate Inc.,  Tollgate  Venture,  LLC, KJE
                    Investments, LLC, Central City Venture, LLC, and CC Tollgate
                    LLC.

              10.133 Limited  Liability  Company  Agreement  of CC Tollgate LLC
                    dated as of October 12, 2004.

              10.134 Casino  Services  Agreement by and between CC Tollgate LLC
                    and Century Resorts  International Limited dated October 12,
                    2004.

              10.135 Memorandum of  Understanding by and between Gayle Burnett,
                    Roger  Burnett,  B. Michael Dunn and Century  Casinos,  Inc.
                    dated October 13, 2004.

              10.136 Third Amendment to Restated Credit Agreement dated October
                    27, 2004 among WMCK Venture Corp.,  Century  Casinos Cripple
                    Creek,  WMCK Acquisition  Corp.,  Century Casinos,  Inc. and
                    Wells Fargo Bank, N.A.

              10.137 Amended and Restated Brokerage Agreement between Novomatic
                    AG and  Century  Resort  Limited  (rights  transferred  from
                    Century Casinos Inc.) dated October 1, 2004

              10.138 Employment  agreement by and between  Century Casinos Inc.
                    and Mr. Richard S. Rabin,  Chief  Operating  Officer,  North
                    America dated July 19, 2004

              31.1 Certification  pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002,  Chairman  of the  Board  and  Chief  Executive
                    Officer.

              31.2 Certification  pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002, Vice-Chairman and President.

              31.3 Certification  pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002, Chief Accounting Officer.

              32.1 Certification  pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002,  Chairman  of the  Board  and  Chief  Executive
                    Officer.

              32.2 Certification  pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002, Vice-Chairman and President.

              32.3 Certification  pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002, Chief Accounting Officer

                                      -56-
<PAGE>



         (b) Reports on Form 8-K:

          On July 30, 2004,  the  Registrant  furnished a Current Report on Form
          8-K,  reporting  Item 12, in which it  announced  it had posted to its
          website  a  presentation  of  the  review  of  financial   results  of
          operations and financial condition as of and for the period ended June
          30, 2004.



SIGNATURES:

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

CENTURY CASINOS, INC.

/s/  Larry Hannappel
- ---------------------------
Larry Hannappel
Chief Accounting Officer
Date: October 28, 2004



                                      -57-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10_132.txt
<DESCRIPTION>MATERIAL CONTRACT--CONTRIBUTION AGMT TOLLGATE
<TEXT>



                             CONTRIBUTION AGREEMENT

                                      dated

                             as of October 12, 2004

                                      among

                         CENTURY CASINOS TOLLGATE INC.,

                             TOLLGATE VENTURE, LLC,

                              KJE INVESTMENTS, LLC,

                            CENTRAL CITY VENTURE, LLC

                                       AND

                                 CC TOLLGATE LLC









DNVR1:60280458.02

<PAGE>


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

Article 1 CONTRIBUTIONS OF TOLLGATE AND CENTURY TO THE LLC....................2

  1.1     Tollgate Contribution...............................................2

  1.2     Tollgate Retained Assets............................................4

  1.3     Assumption of Tollgate Liabilities..................................4

  1.4     Tollgate Retained Liabilities.......................................4

  1.5     Title to the Tollgate Contributed Assets; Documents of Conveyance...6

  1.6     Century Contribution................................................6

  1.7     Issuance of Units; Payments to Tollgate and Others..................6

  1.8     Closing.............................................................7

Article 2 REPRESENTATIONS AND WARRANTIES......................................7

  2.1     Representations and Warranties of Tollgate, TV and KJE..............7

  2.2     Representations and Warranties of Century..........................19

  2.3     Representations and Warranties - General...........................19

Article 3 COVENANTS OF THE PARTIES...........................................20

  3.1     Best Efforts; Further Assurances...................................20

  3.2     Due Diligence Investigation........................................20

  3.3     Expenses; Transfer Taxes...........................................21

  3.4     Bulk Transfer Laws.................................................21

  3.5     Press Releases and Disclosure......................................21

  3.6     Cooperation in the Defense of Claims...............................21

  3.7     Regulatory Approvals...............................................21

  3.8     Employee Matters...................................................21

  3.9     Access to Records After Closing....................................22

Article 4 COVENANTS OF Tollgate..............................................23
<PAGE>


  4.1     Conduct of Business Pending Closing................................23

  4.2     Disclosure Supplements.............................................24

  4.3     Closing............................................................24

  4.4     Confidentiality....................................................24

  4.5     Maintenance of Insurance...........................................25

  4.6     Maintenance of, and Access to, Records.............................25

  4.7     Non-Competition....................................................25

  4.8     Discontinuance of Contributed Names................................26

  4.9     No Shopping........................................................26

  4.10    Further Assurances; Business Relationships; Assertion of Claims....27

  4.11    Powers of Attorney.................................................27

Article 5 CONDITIONS TO OBLIGATION OF PARTIES TO CONSUMMATE CLOSING..........27

  5.1     Conditions to Century's Obligations................................27

  5.2     Conditions to Tollgate's Obligations...............................30

  5.3     Conditions to the LLC's Obligations................................31

Article 6 INDEMNIFICATION....................................................31

  6.1     Indemnification by Tollgate........................................31

  6.2     Indemnification by Century.........................................32

  6.3     Notice of Claim;
          Right to Participate in and Defend Third Party Claim...............32

Article 7 TERMINATION........................................................33

  7.1     Termination........................................................33

  7.2     Effect of Termination..............................................34

Article 8 MISCELLANEOUS......................................................34

  8.1     Modifications; Waiver..............................................34

                                       ii
<PAGE>


  8.2     Notices............................................................35

  8.3     Counterparts.......................................................36

  8.4     Expenses...........................................................36

  8.5     Binding Effect; Assignment.........................................36

  8.6     Governing Law......................................................36

  8.7     Entire and Sole Agreement..........................................36

  8.8     Third Parties......................................................36

  8.9     Certain Definitions................................................36

  8.10    Remedies Not Exclusive.............................................37

  8.11    Gender and Number..................................................37

  8.12    Invalid Provisions.................................................37

  8.13    Construction.......................................................37

  8.14    Headings...........................................................37


                                      iii

<PAGE>



                         LIST OF EXHIBITS AND SCHEDULES

Exhibits
- --------

Exhibit A                Limited Liability Company Agreement
Exhibit B                Century Casino Services Agreement
Exhibit C                Holland & Hart Opinion









Schedules
- ---------

Real Estate and Leases
Assumed Contracts
Intellectual Property
Liens
Fixed Assets
Financial Statements
Liabilities
Contracts
Litigation
Changes in Circumstances
Taxes
Insurance
Assignments and Consents
Permits
Insider Debt
Franchises





                                       iv
<PAGE>



                             CONTRIBUTION AGREEMENT

     This Contribution Agreement (the "Agreement") is entered into among Century
Casinos Tollgate Inc., a Delaware corporation ("Century"); Central City Venture,
LLC, a Colorado limited liability company ("Tollgate"); Tollgate Venture, LLC, a
Colorado limited liability company ("TV"); KJE Investments,  LLC ("KJE"); and CC
Tollgate LLC, a Delaware limited  liability  company,  the sole members of which
are Century and Tollgate (the "LLC).


                                    RECITALS

     A. Century is engaged in the ownership, management and operation of casinos
worldwide.

     B.  Tollgate  owns and  leases  certain  assets  and  properties,  real and
personal,  tangible and intangible,  which are located in Central City, Colorado
and described in more detail in Section 1.1 (the "Property").

     C.  Century and Tollgate  have formed the LLC in order to develop,  own and
operate a casino on the Property (the "Casino").

     D.  In  accordance  with  Section  3.2 of  the  Limited  Liability  Company
Agreement of the LLC (the "Operating Agreement"),  the form of which is attached
as Exhibit A, as its initial  Capital  Contribution  (as defined in Article I of
the Operating Agreement),  Tollgate desires to contribute the Property and other
assets  to the LLC,  and the LLC will  assume  certain  of the  liabilities  and
obligations of Tollgate  relating to the Property and other  contributed  assets
(and none others),  on the terms and  conditions set forth in this Agreement and
the Operating  Agreement,  in exchange for which initial  Capital  Contribution,
Tollgate  will  become  a Member  (as  defined  in  Article  I of the  Operating
Agreement)  of the LLC and will receive  3,500 Units (as defined in Article I of
the Operating Agreement) of the LLC.

     E.  On  the  Contribution  Date  (as  hereinafter  defined),  John  Zimpel,
Elizabeth J. Zimpel and John Clemenson will be released as guarantors of certain
specified indebtedness and other obligations of Tollgate, TV and KJE.

     F. In  accordance  with  Section  3.1 of the  Operating  Agreement,  as its
initial Capital  Contribution,  Century desires to contribute cash in the amount
of $3,500,000 to the LLC on the terms and conditions set forth in this Agreement
and the Operating Agreement in exchange for which initial Capital  Contribution,
Century will become a Member of the LLC and will receive 6,500 Units of the LLC.


                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
representations,  warranties,  covenants,  agreements,  terms and conditions set
forth  below,  the receipt and  adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:
<PAGE>


                                    Article 1
                CONTRIBUTIONS OF TOLLGATE AND CENTURY TO THE LLC

     1.1  Tollgate  Contribution.  On the terms and  subject  to the  conditions
contained  herein,  Tollgate  hereby  sells,  assigns,  conveys,  transfers  and
delivers  to the LLC, as its initial  Capital  Contribution,  at the Closing (as
hereinafter  defined) and on the Contribution  Date, free and clear of all title
defects,  objections,  liens,  pledges,  claims, prior assignments,  conditional
sales contracts,  rights of first refusal, options, charges, security interests,
mortgages and other liens of any nature whatsoever (collectively, "Liens") other
than Permitted Liens (as hereinafter  defined),  all of Tollgate's right,  title
and  interest  in,  to and  under  all of the  assets,  properties,  rights  and
interests owned, used, occupied or held by or for the benefit of Tollgate in the
Property as the same  exists as of the  Contribution  Date and the other  assets
described in this Section 1.1 (collectively, the "Tollgate Contributed Assets").
The Tollgate  Contributed Assets,  without limitation,  include the following as
they exist on the Contribution Date:

     (a) Fee  Property.  All real  property  rights  and  interests  of any kind
whatsoever  owned by Tollgate,  including  the rights and  interests  identified
under the heading  "Fee  Property"  on the  Schedule  entitled  "Real Estate and
Leases"  attached  hereto,  which  consist  of:  (i) the land more  particularly
described under such heading,  which  descriptions  are  incorporated  herein by
reference,  (ii) all buildings,  structures,  and leasehold improvements located
thereon and all easements, rights-of-way and appurtenances relating thereto, and
(iii) all fixtures, machinery,  apparatus or equipment affixed to said premises,
including,  without  limitation,  all of the electrical,  heating,  ventilation,
plumbing, air conditioning, air compression, electrical wiring, water and sewage
systems  and  all  other  systems  located  on  said  premises,  and  all  other
structures, fences and improvements (collectively, the "Fee Property").

     (b) Leased  Property.  All rights and interests under the lease  agreements
(the "Lease  Agreements") more particularly  described under the heading "Leased
Property" on the Schedule  entitled  "Real Estate and Leases"  attached  hereto,
which descriptions are incorporated herein by reference (the premises subject to
the Lease Agreements being hereinafter  collectively  referred to as the "Leased
Property" and together with the Fee Property, the "Real Property").

     (c)  Machinery,  Equipment and Supplies.  All tangible  personal  property,
equipment,   machinery,  tools,  supplies,  furniture,  leasehold  improvements,
non-inventoried  stores and  supplies,  including but not limited to, leases and
subleases  of personal  property or  equipment,  and all  maintenance  and other
operating supplies (whether inventoried or not) and other miscellaneous tangible
personal  property of  Tollgate  used in or useful to the  Tollgate  Contributed
Assets,  whether or not located at or on the Real  Property at the  Contribution
Date (collectively, the "Machinery and Equipment").

     (d) Contracts and Franchise Agreements.  All rights, benefits and interests
of Tollgate in, to and under the contracts,  licenses,  leases, purchase orders,
commitments,  undertakings and other agreements or arrangements, whether written
or oral,  of Tollgate set forth in the  Schedule  entitled  "Assumed  Contracts"
attached hereto (the "Assumed Contracts"),  including,  without limitation,  all
franchise agreements, limited partnership agreements, development agreements and
other material agreements to which Tollgate is a party and which

                                       2
<PAGE>

relate to the Tollgate  Contributed  Assets set forth in the  Schedule  entitled
"Assumed Contracts" attached hereto (collectively, the "Franchise Agreements").

     (e) Intellectual Property Rights. All inventions, discoveries,  trademarks,
patents, patent disclosures,  trade dress, trade names, service marks, logos and
designs, copyrights, mask words, know-how, intellectual property, software, shop
rights, licenses, developments, research data, designs, technology, discoveries,
trade secrets (technical and non-technical),  test procedures,  processes,  data
and documentation  (including electronic media), formulas and other confidential
information, intellectual and similar intangible property rights, whether or not
patentable  (or  otherwise  subject  to  legally  enforceable   restrictions  or
protections   against   unauthorized   third  party  usage),  and  any  and  all
applications  for, and  extensions,  divisions  and  reissuances  of, any of the
foregoing, and rights therein and the goodwill associated therewith,  including,
without limitation, the intellectual and intangible property rights described on
the Schedule entitled "Intellectual Property" attached hereto (collectively, the
"Intellectual Property").

     (f) Business Records. All books and records, including, without limitation,
all  files,  invoices,  forms,  accounts,  correspondence,  production  records,
technical, accounting, manufacturing and procedural manuals, employment records,
studies,  reports or summaries  relating to any  Environmental  Requirements (as
hereinafter  defined),  and other  books and records  relating  to the  Tollgate
Contributed   Assets  or  other  assets  or  properties  and  any   confidential
information  which  has  been  reduced  to  writing  or  other  tangible  medium
(collectively, the "Business Records").

     (g)  Permits.   All   licenses,   permits,   certificates,   registrations,
authorizations,  approvals,  variances,  waivers or consents (collectively,  the
"Permits"),  to the extent transferable,  issued by any foreign,  United States,
state or local governmental entity or municipality or subdivision thereof or any
authority,   department,   commission,   board,   bureau,   agency,   court   or
instrumentality (collectively, "Governmental Authorities").

     (h) Prepaids.  All prepaid  expenses,  advance payments,  deposits,  surety
accounts  and other  similar  assets,  including,  without  limitation,  prepaid
deposits with  suppliers  and utilities  other than the earnest money deposit on
the Real Estate  Contract  dated May 29, 2003 between KJE and Gilpin  Industrial
LLC, as amended (the "Gym Contract") (collectively, the "Prepaids").

     (i) Insurance. All rights, claims and benefits of Tollgate in, to and under
all insurance  policies  maintained  by Tollgate and proceeds of such  insurance
policies.

     (j)  Causes of Action.  Any and all causes of action or claims of  Tollgate
against any third party that arose or will arise in connection with the Tollgate
Contributed Assets prior to the Contribution Date.

     (k) Miscellaneous.  All other assets,  properties,  rights and interests of
Tollgate, of every kind, nature and description, whether tangible or intangible,
real,  personal  or  mixed,  and  wherever  situated,  all  of  which  are to be
transferred, conveyed, assigned and

                                       3
<PAGE>

delivered  to the  LLC at the  Closing  pursuant  to this  Agreement,  including
without limitation all of the assets listed as such on the Financial  Statements
(as hereinafter defined).

     1.2  Tollgate  Retained  Assets.  Anything in Section  1.1 to the  contrary
notwithstanding,  the following  assets  (collectively,  the "Tollgate  Retained
Assets") shall be retained by Tollgate, and the LLC shall in no way be construed
to have purchased or acquired (or to be obligated to purchase or to acquire) any
interest whatsoever in any of the following:

     (a)  Tollgate LLC Records.  Tollgate's  minute books and limited  liability
organizational documents.

     (b)  Transaction  Documents.  The rights of Tollgate under the  Transaction
Documents (as hereinafter defined).

     1.3  Assumption  of Tollgate  Liabilities.  On the terms and subject to the
conditions set forth in this  Agreement,  the LLC will assume,  at and as of the
Contribution  Date, and will thereafter  pay,  perform and discharge as and when
due the  following,  and only the  following,  liabilities  and  obligations  of
Tollgate (collectively, the "Tollgate Contributed Liabilities"):

     (a) Balance Sheet. All liabilities and obligations of Tollgate as set forth
on the Initial Balance Sheet (as hereinafter defined),  less payments thereon or
discharges thereof prior to the Contribution Date.

     (b) Contracts.  All liabilities  and obligations of Tollgate  arising under
the terms of the "Assumed Contracts" but only to the extent such liabilities and
obligations  arise or accrue  after the  Contribution  Date in the  ordinary and
normal  course  and  consistent  with  past  practice  and the  representations,
warranties,  covenants,  obligations and agreements set forth in this Agreement;
provided,  however,  that the LLC will not assume or be responsible for any such
liabilities  or  obligations  which  arise from  breaches  thereof  or  defaults
thereunder  by  Tollgate,   all  of  which  liabilities  and  obligations  shall
constitute Tollgate Retained Liabilities (as hereinafter defined).

     (c) Loans.  All  liabilities  and  obligations of Tollgate under loans that
total $2,550,000 as of the date of this Agreement.

     1.4  Tollgate  Retained  Liabilities.  Except as provided  in Section  1.3,
Tollgate shall retain, and the LLC shall not assume, or be responsible or liable
with respect to, any  liabilities  or  obligations  of,  Tollgate,  or otherwise
relating to the  Tollgate  Contributed  Assets or any present or former owner or
operator  thereof,  whether or not of,  associated with, or arising from, any of
the Tollgate  Contributed  Assets,  and whether fixed,  contingent or otherwise,
known or unknown (collectively, the "Tollgate Retained Liabilities"), including,
without limitation, the following:

     (a)  Pre-Closing.  All liabilities  and  obligations  relating to, based in
whole or in part on events or  conditions  occurring  or existing in  connection
with,  or  arising  out  of,  the  Tollgate  Contributed  Assets  prior  to  the
Contribution Date, or the ownership, possession, use, operation or sale or other
disposition prior to the Contribution Date of the Tollgate Contributed

                                       4
<PAGE>

Assets (or any other assets, properties,  rights or interests associated, at any
time prior to the Contribution Date, with the Tollgate Contributed Assets);

     (b) Liabilities Relating to the Sale of Tollgate Contributed Assets. Except
for the liability to Innovation  Capital,  all  liabilities  and  obligations of
Tollgate or any of its Affiliates (as hereinafter  defined), or their respective
members, partners, directors, officers,  shareholders or agents, arising out of,
or relating to, this  Agreement or the Operating  Agreement or the  transactions
contemplated  thereby  whether  incurred  prior  to,  at, or  subsequent  to the
Contribution Date, including,  without limitation, all finder's or broker's fees
and expenses, and any and all fees and expenses of any attorneys, accountants or
other  professionals  retained  by or on  behalf  of  Tollgate  or  any  of  its
Affiliates;

     (c)  Employee-Related  Liabilities.  All liabilities and obligations to any
Persons at any time employed by Tollgate or its  Affiliates or their  respective
predecessors-in-interest  with respect to the Tollgate  Contributed  Assets, the
business of Tollgate or otherwise,  at any time or to any such Person's spouses,
children, other dependents or beneficiaries,  with respect to incidents, events,
exposures or circumstances occurring at any time during the period or periods of
any such Persons'  employment by Tollgate or its Affiliates or their  respective
predecessors-in-interest,   whenever   such  claims   mature  or  are  asserted,
including, without limitation, all liabilities and obligations arising (i) under
any employee plans, (ii) under any employment, wage and hour restriction,  equal
opportunity,  discrimination,  plant closing or immigration  and  naturalization
laws,  (iii) under any  collective  bargaining  Laws (as  hereinafter  defined),
agreements or arrangements, or (iv) in connection with any workers' compensation
or any other employee health, accident, disability or safety claims;

     (d) Litigation. All liabilities and obligations relating to any litigation,
action,  suit,  claim  (including  a citation or  directive),  investigation  or
proceeding ("Claim") pending on the date hereof, or constituted hereafter, based
in whole or in part on events or conditions  occurring or existing in connection
with,  or arising out of, or otherwise  relating  to, the  Tollgate  Contributed
Assets or any business  operated by Tollgate or any of its Affiliates (or any of
their respective  predecessors-in-interest),  or the ownership, possession, use,
operation,  sale or other  disposition  prior to the Contribution Date of any of
the Tollgate  Contributed  Assets (or any other  assets,  properties,  rights or
interests  associated,  at any time  prior to the  Contribution  Date,  with the
Tollgate Contributed Assets);

     (e) Taxes.  All  liabilities  and  obligations  of  Tollgate  or any of its
Affiliates (or any of their respective  predecessors-in-interest)  for any Taxes
(as hereinafter defined) due or becoming due by reason of (i) the conduct of any
business  by  Tollgate  or  any  of  its  Affiliates,  or  (ii)  the  ownership,
possession, use, operation,  purchase,  acquisition, sale or disposition, of any
of the Tollgate  Contributed Assets,  including,  without limitation,  (1) Taxes
attributable to the sale of inventory and employee  withholding tax obligations;
(2) Taxes  imposed on, or accruing as a result of the  purchase  and sale of the
Tollgate  Contributed  Assets; and (3) Taxes attributable to, or resulting from,
recapture of  depreciation,  other tax benefit items, or otherwise  arising from
the transactions contemplated by this Agreement;

                                       5
<PAGE>


     (f) Breach of Transaction Documents. All liabilities and obligations, known
or unknown, fixed,  contingent or otherwise,  the existence of which is a breach
of, or inconsistent with, any representation,  warranty, covenant, obligation or
agreement of Tollgate set forth in the Transaction Documents;

     (g) Liabilities  Relating to Tollgate Retained Assets.  All liabilities and
obligations  relating  to,  based in whole or in part on  events  or  conditions
occurring or existing in connection with, or arising out of, any and all assets,
properties,  rights  and  interests  which  are not  being  acquired  by the LLC
hereunder, including, without limitation, the Tollgate Retained Assets;

     (h)  Post-Contribution  Date. All liabilities  and obligations  incurred by
Tollgate or its Affiliates or their  respective  members,  partners,  directors,
officers, shareholders, agents or employees after the Contribution Date.

     1.5 Title to the Tollgate Contributed Assets;  Documents of Conveyance.  At
Closing,  Tollgate  shall convey all of its right,  title and interest in and to
the Tollgate  Contributed  Assets to the LLC free and clear of all  obligations,
liabilities and Liens,  excepting only the Tollgate Contributed  Liabilities and
Permitted Liens.  Title to the Tollgate  Contributed  Assets other than the Real
Property shall be conveyed  pursuant to a General  Assignment,  Bill of Sale and
Assumption Agreement ("Assignment Agreement") in form and substance satisfactory
to Century, and by such other documents as are reasonably  acceptable to counsel
for Century in  accordance  with the terms  hereof.  Each of the parties  hereto
agrees to use its best  efforts to take or cause to be taken all action,  and to
do, or cause to be done, all things reasonably  necessary,  proper or advisable,
whether  before  or after  Closing,  to  ensure  that  transfer  of title to the
Tollgate Contributed Assets to the LLC occurs as contemplated hereunder.

     1.6  Century  Contribution.  On the terms  and  subject  to the  conditions
contained herein, Century hereby agrees to contribute to the LLC, as its Capital
Contribution, $3,500,000 on the Contribution Date (the "Century Contribution").

     1.7 Issuance of Units; Payments to Tollgate and Others.
     -------------------------------------------------------

     (a) In exchange for the Century Contribution, on the Contribution Date, the
LLC shall issue to Century 6,500 Units.

     (b) In exchange for the Tollgate  Contributed  Assets,  on the Contribution
Date, the LLC shall issue to Tollgate 3,500 Units.

     (c) As additional  consideration  for the Tollgate  Contributed  Assets, on
Commencement of Construction  (as defined in the Operating  Agreement),  the LLC
shall pay Tollgate $1.0 million in cash,  subject to offset  pursuant to Section
6.3(e).

     (d) As additional consideration for the Tollgate Contributed Assets, on the
Contribution  Date the LLC shall issue to Tollgate a promissory note in form and
substance satisfactory to Century and Tollgate.

                                       6
<PAGE>

     (e) As additional  consideration for the Tollgate  Contributed  Assets, the
LLC shall pay on the Contribution Date transaction fees payable in an amount not
to exceed $350,000 to Innovation Capital.

     (f) On the  Contribution  Date,  John Zimpel,  Elizabeth J. Zimpel and John
Clemenson will be released as guarantors of certain  specified  indebtedness and
other obligations of Tollgate and KJE.

     (g) As additional  consideration for the Tollgate  Contributed  Assets, the
LLC shall pay  Tollgate on the first  anniversary  of the date of opening of the
Casino the earnest money Tollgate or KJE has paid towards the Gym Contract.

     1.8  Closing.  The  closing of the  transactions  contemplated  hereby (the
"Closing")  shall  occur at the  offices of Faegre & Benson  LLP,  1700  Lincoln
Street,  Suite 3200,  Denver,  Colorado 80203 as soon as  practicable  after the
conditions to Closing set forth in Article 5 have been satisfied or waived.  The
actual date of Closing is referred to herein as the "Contribution Date."

                                    Article 2
                         REPRESENTATIONS AND WARRANTIES

     2.1  Representations and Warranties of Tollgate,  TV and KJE. Tollgate,  TV
and KJE jointly and  severally  represent  and warrant to Century and the LLC as
follows.  References  in this  section  to  "Tollgate"  shall  refer  to each of
Tollgate, TV and KJE.

     (a) Organization and Standing;  Power and Authority.  Tollgate is a limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the State of  Colorado,  and has full power and  authority to own or
lease  the  Tollgate  Contributed  Assets  and to enter  into and  perform  this
Agreement and the Operating  Agreement and the transactions and other agreements
and  instruments  contemplated  by such  Agreements.  Tollgate has no subsidiary
entities,  and Tollgate and its Affiliates own no interest,  direct or indirect,
in any other business enterprise,  firm or corporation that would compete in any
way with the Casino.  Tollgate is duly qualified or licensed to do business as a
foreign  corporation  and is in good standing in each  jurisdiction in which the
ownership  or  lease  of  the  Tollgate   Contributed   Assets   requires   such
qualification.  This  Agreement  and  the  Operating  Agreement  and  all  other
agreements  and  instruments  executed  and  delivered  or  to be  executed  and
delivered by Tollgate,  in connection herewith  (collectively,  the "Transaction
Documents")  have been,  or upon  execution  thereof will be, duly  executed and
delivered  by  Tollgate.   The  Transaction   Documents  and  the   transactions
contemplated  thereby  have been  duly  approved  by the  members  of  Tollgate,
enforceable in accordance with their respective terms.

     (b)  Conflicts;  Defaults.  Neither  the  execution  and  delivery  of  the
Transaction  Documents  nor the  performance  by  Tollgate  of the  transactions
contemplated  thereby will (i) violate,  conflict  with, or constitute a default
under,  any of the terms of  Tollgate's  Articles of  Organization  or Operating
Agreement any  provisions  of, or result in the  acceleration  of any obligation
under,  any  contract,  sales  commitment,  license,  purchase  order,  security
agreement,


                                       7
<PAGE>

mortgage, note, deed, lien, lease, agreement or instrument,  including,  without
limitation, the Assumed Contracts, or any order, judgment or decree, relating to
the  Tollgate   Contributed  Assets,  or  by  which  Tollgate  or  the  Tollgate
Contributed  Assets are bound,  (ii) result in the creation or imposition of any
Liens  or  Claims  in  favor  of any  third  Person  upon  any  of the  Tollgate
Contributed Assets, (iii) violate any Law, (iv) constitute an event which, after
notice  or lapse or time or both,  would  result  in such  violation,  conflict,
default,  acceleration,  or  creation  or  imposition  of Liens or  Claims,  (v)
constitute  an event which,  after  notice of lapse of time or  otherwise  would
create,  or cause to be exercisable  or  enforceable,  any option,  agreement or
right of any kind to purchase any of the Tollgate Contributed Assets.  Except as
set forth on the  Schedule  entitled  "Assignments  and  Consents,"  no consent,
novation,   approval,   authorization,   requirement   (including   filing   and
registration requirements), waiver or agreement (collectively,  "Consents") will
be required to be obtained or satisfied for the continued performance by the LLC
following the Closing of any  contract,  agreement,  commitment  or  undertaking
included in the Tollgate Contributed Assets.  Tollgate is not in violation of or
in default under its Articles of  Organization  or Operating  Agreement,  or any
provision of any contract, sales commitment,  license,  purchase order, security
agreement, mortgage, note, deed, lien, lease, agreement or instrument, including
without  limitation,  the Assumed Contracts,  or any order,  judgment or decree,
relating  to the  Tollgate  Contributed  Assets,  or by  which  Tollgate  or the
Tollgate  Contributed  Assets is bound,  or in the payment of any of  Tollgate's
monetary  obligations or debts relating to the Tollgate  Contributed Assets, and
there exists no condition or event which, after notice or lapse of time or both,
would result in any such violation or default.

     (c) Tollgate  Contributed Assets; Title to the Tollgate Contributed Assets.
Except for the Tollgate Retained Assets, the Tollgate Contributed Assets are the
only assets, properties,  rights and interests owned or used by Tollgate. To the
best of Tollgate's  knowledge,  none of the Tollgate Contributed Assets have any
defects that would have a Material Adverse Effect (as defined herein).  Tollgate
has good, marketable and exclusive title to, and the valid and enforceable power
and  unqualified  right to use and  transfer  to the LLC,  each of the  Tollgate
Contributed  Assets,  including,  without  limitation,  all  equipment,  whether
located at the Property or elsewhere,  and the Tollgate  Contributed  Assets are
free and clear of all Liens and Claims of any kind or nature whatsoever,  except
for Permitted Liens. Except for consents and approvals set forth on the Schedule
entitled  "Assignments  and  Consents,"  the  consummation  of the  transactions
contemplated by the Transaction  Documents (including,  without limitation,  the
transfer and assignment of the Tollgate  Contributed  Assets, and all rights and
interests therein, to the LLC as contemplated  herein) will not adversely affect
such title or rights, or any terms of the applicable agreements (whether written
or oral)  evidencing,  creating  or granting  such title or rights.  None of the
Tollgate  Contributed Assets are subject to, or held under, any Lien (other than
Permitted  Liens),  or are other than in the sole  possession and under the sole
control of Tollgate.  Tollgate has the right under valid and existing  leases to
occupy,  use or control all  properties  and assets leased by it and included in
the Tollgate  Contributed  Assets. The delivery to the LLC of the instruments of
transfer of ownership  contemplated by this Agreement will vest good, marketable
and exclusive title (as to all Tollgate Contributed Assets owned by Tollgate) or
full right to possess and use (as to all Tollgate  Contributed  Assets not owned
by Tollgate) the Tollgate  Contributed  Assets in the LLC, free and clear of all
Liens and Claims of any kind or nature  whatsoever,  except for (i) current real
estate Taxes or governmental  charges or levies which are a Lien but not yet due
and payable, (ii) Liens disclosed on the Schedule entitled


                                       8
<PAGE>

"Liens" attached hereto, and (iii) minor imperfections of title, if any, none of
which are substantial in amount, or materially  detract from the value or impair
the use of the  Property  and which have arisen only in the  ordinary and normal
course of business consistent with past practice (the Liens described in clauses
(i), (ii) and (iii) being collectively referred to herein as "Permitted Liens").
The Schedule entitled "Fixed Assets" attached hereto contains true,  correct and
complete  lists of all fixed assets used in  connection  with the Property as of
the dates specified therein.

     (d) Real Property.  The Schedule entitled "Real Estate and Leases" attached
hereto  contains  a true,  correct  and  complete  list of all  instruments  and
agreements  creating any interest or right in Real Property.  True,  correct and
complete copies of the  instruments  and agreements  identified in such Schedule
have been  delivered to Century and the LLC. Each such  instrument and agreement
is in full force and effect and is a legal, binding, and enforceable  obligation
of the parties thereto and no event has occurred which  constitutes or, with the
giving of notice or  passage of time,  or both,  would  constitute  a default or
breach  thereunder.  Tollgate  has the  right  to  quiet  enjoyment  of all Real
Property under any such  instruments  for the full term of each Lease  Agreement
and any renewal  option  related  thereto.  There has been no  disturbance of or
challenge to the Tollgate's quiet possession under each Lease Agreement,  and no
leasehold or other  interest of Tollgate in such Real  Property is subject to or
subordinate  to any Liens  except  Permitted  Liens.  Neither  the whole nor any
portion of any Real  Property  has been  condemned,  requisitioned  or otherwise
taken by any Governmental  Authority,  and, to the best of Tollgate's knowledge,
no such  condemnation,  requisition  or taking is  threatened  or  contemplated.
Except as expressly set forth in such  Schedule,  such Real Property is free and
clear of Liens and is not subject to any  covenants,  easements,  regulations of
record,  rights-of-way,  building  use  restrictions,  exceptions,  variances or
limitations  which interfere with the use of such Property.  Except as set forth
on the Schedule entitled  "Assignments and Consents," no person has the right to
terminate or accelerate  performance  under or otherwise modify  (including upon
the giving notice or the passage of time) any of the Lease Agreements, except in
accordance  with the provisions  thereof.  The operation of the Real Property in
the manner in which they are now and have been  operated  does not  violate  any
zoning  ordinances,  municipal  regulations,  or other Laws, except for any such
violations  which would not,  individually or in the aggregate,  have a Material
Adverse Effect on the Tollgate  Contributed  Assets.  "Material  Adverse Effect"
means any adverse change or any event or condition of any character or kind that
is likely to result in an adverse change in the Tollgate  Contributed Assets, in
an amount  in  excess of  $5,000,  or  effect  on the  condition  (financial  or
otherwise),  results of operations,  business,  properties, assets, liabilities,
operations  or  prospects,  or any  adverse  change,  in an  amount in excess of
$5,000, in revenues,  costs, or relations with employees,  agents,  customers or
suppliers,  whether  attributable  to a  single  circumstance  or  event  or  an
aggregation of circumstances or events.

     (e) Contracts. The Schedule entitled "Contracts" attached hereto contains a
complete  list  or  description  of  (i)  each  license,  contract,   agreement,
commitment and  undertaking  (whether  written or oral) relating to the Tollgate
Contributed  Assets or to which Tollgate is a party (1) which involves aggregate
future payments in excess of $5,000,  or which extends for a period of more than
six  months  and cannot be  canceled  by  Tollgate  without  further  payment or
penalty,  (ii) each  loan or credit  agreement,  security  agreement,  guaranty,
indenture,   mortgage,  pledge  or  other  agreement  or  instrument  evidencing
indebtedness of Tollgate or to which


                                       9
<PAGE>

Tollgate  is a  party,  (iii)  any  conditional  sale or other  title  retention
agreement,  equipment obligation,  or lease purchase agreement involving (in the
aggregate)  amounts  in excess  of  $5,000  relating  to  Tollgate,  or to which
Tollgate  is a  party,  (iv) any  power of  attorney  given by  Tollgate  to any
individual,  limited  liability  company,  corporation,   partnership,   limited
liability partnership,  joint venture, association,  joint stock company, trust,
unincorporated  organization or Governmental Authority (collectively,  "Person")
or   otherwise   relating  to  the   Tollgate   Contributed   Assets,   (v)  any
non-competition,  restrictive  covenant or other similar agreement applicable to
Tollgate  or its  Affiliates,  (vi)  each  contract,  agreement,  commitment  or
undertaking  presently  in  effect,  whether  or not  fully  performed,  between
Tollgate  and any  current  or former  officer,  director,  consultant  or other
employee (or group thereof) retained or employed in connection with the Tollgate
Contributed Assets, or any current or former member,  partner or shareholder (or
group of members,  partners or  shareholders)  of Tollgate,  (vii) the Franchise
Agreements and (viii) any other contract,  agreement,  commitment or undertaking
which  is  material  to the  condition  (financial  or  otherwise),  results  of
operations,  business, properties, assets, liabilities,  operations or prospects
of Tollgate  (the items  described  in clauses (i) through  (viii)  being herein
collectively  referred  to as  the  "Contracts").  Tollgate  has  performed  all
obligations  required to be  performed  by it to date under the  Contracts,  and
neither  Tollgate nor any other party to any Contract has breached or improperly
terminated  any  Contract  or is in default  under any  Contract  by which it is
bound,  and there  exists no  condition  or event which after notice or lapse of
time or both, would constitute any such breach,  termination or default. Each of
the  Contracts  is in  full  force  and  effect,  and is a  legal,  binding  and
enforceable obligation of or against the parties thereto. Except as set forth on
the Schedule entitled "Contracts," Tollgate does not have outstanding Contracts,
including  Contracts  with  members,  partners,  officers,   employees,  agents,
consultants, advisors, salesmen, sales representatives, distributors or dealers,
that are not  cancelable  by it on notice of not longer than 30 days and without
liability,  penalty or premium. Tollgate enjoys good working relationships under
all of its Contracts,  and the  consummation  of the  transactions  contemplated
hereby will not materially affect any such Contracts.

     (f) Financial Statements.  Tollgate has heretofore delivered to Century and
the LLC the  following  financial  statements  (collectively,  together with the
notes thereto, the "Financial Statements"):

          (i) the unaudited  Balance  Sheet of Tollgate  (the  "Initial  Balance
     Sheet") as of September 30, 2004 (the "Initial Balance Sheet Date;

          (ii) the  income  statement  of  Tollgate  for the nine  months  ended
     September 30, 2004.

     Each of the  Financial  Statements  is true,  complete  and  correct in all
material respects, was prepared from the books and records kept by Tollgate, and
fairly  presents the  financial  position of Tollgate as of such dates,  and the
related internal accounting  practices and policies of Tollgate disclosed on the
Schedule  entitled  "Financial  Statements"  or in the  notes  to the  Financial
Statements (the  "Accounting  Practices").  Except as set forth in the Schedules
delivered  pursuant to this  Agreement or the  Financial  Statements,  since the
Initial  Balance  Sheet Date,  there has been no Material  Adverse  Effect.  The
Initial Balance Sheet reflects all properties


                                       10
<PAGE>

and assets,  real,  personal or mixed,  which are  currently  used by  Tollgate,
except for other properties and assets (other than capital assets) not in excess
of $5,000 (in the aggregate)  purchased or sold since the Initial  Balance Sheet
Date  consistent  with past  practice and in the  ordinary and normal  course of
business,  and (B) capital assets purchased since the Initial Balance Sheet Date
in an  amount  not in  excess of $5,000  (in the  aggregate),  and (C)  purchase
commitments disclosed on the Schedule entitled "Liabilities" attached hereto.

     Such  Financial   Statements  do  not  contain  any  items  of  special  or
non-recurring  income or any other income not earned in the  ordinary  course of
business except as expressly  specified therein,  and such Financial  Statements
include all adjustments  (including all normal recurring accruals for unusual or
non-recurring  items)  considered  necessary  for a  fair  presentation,  and no
adjustments or restatements  are or will be necessary in respect of any items of
an unusual or non-recurring nature, except as expressly specified therein. There
has been no change in Tollgate's method of accounting or keeping of its books of
account  or  accounting  practices  for  the  three-year  period  ended  on  the
Contribution Date.

     (g)  Liabilities.  Tollgate has no liabilities or obligations of any nature
whatsoever,  whether absolute, accrued,  contingent or otherwise,  related to or
connected with the Tollgate  Contributed  Assets,  and whether known or unknown,
including,  without  limitation,  liabilities  for  Taxes,  unusual  forward  or
long-term commitments,  or unrealized or anticipated losses from any unfavorable
conditions or occurrences,  or from  writedowns or write-offs of assets,  except
for those (i)  reflected  or  reserved on the  Initial  Balance  Sheet and notes
thereto, or (ii) incurred or accrued since the Initial Balance Sheet Date in the
ordinary and normal course of  Tollgate's  business in  transactions  in amounts
that do not exceed $5,000 in the aggregate and which transactions are consistent
with the  representations,  warranties,  covenants,  obligations  and agreements
contained  in this  Agreement,  and  (iii) set  forth on the  Schedule  entitled
"Liabilities"  attached hereto, and there exists no event or circumstance which,
after  notice or lapse of time or both,  might create any other  obligations  or
liabilities of Tollgate.

     (h) Litigation.  Except as set forth on the Schedule entitled "Litigation,"
Tollgate is not subject to any order of, or written  agreement or  memorandum or
understanding  with,  any  Governmental  Authority,  and  there  exists no Claim
pending, or, to the best of Tollgate's  knowledge,  any Claim threatened against
or  affecting  Tollgate or the  Tollgate  Contributed  Assets,  or any  employee
associated  with the  Tollgate  Contributed  Assets,  or which would  affect the
transactions  contemplated by the Transaction Documents,  at law or in equity or
before any Governmental  Authority,  including,  without limitation,  Claims for
product warranty,  product  liability,  anti-trust,  unfair  competition,  price
discrimination  or other liability or obligation  relating to products,  whether
manufactured  or  sold  by  Tollgate,  any of  its  Affiliates  or any of  their
respective  predecessors-in-interest  in  respect  of the  Tollgate  Contributed
Assets,  or which would adversely  affect the  transactions  contemplated by the
Transaction  Documents,  and no one has  grounds to assert any such  Claim.  Set
forth on the Schedule  entitled  "Litigation" is a description of (i) all Claims
asserted,   brought  or  threatened   against  Tollgate  or  its  Affiliates  or
predecessors-in-interest  in respect of the Tollgate  Contributed  Assets during
the five-year period  preceding the date hereof,  together with a description of
the outcome or present status thereof, and (ii) all judgments,  orders, decrees,
writs or injunctions entered into by or against Tollgate.

                                       11
<PAGE>


     (i) Intellectual Property.  The Schedule entitled  "Intellectual  Property"
attached  hereto sets forth a complete and correct list (with an  indication  of
the record owner and  identifying  number) of all patents,  trademarks,  service
marks,  trade names (the  "Contributed  Names") and copyrights which are or have
been used in the conduct of, or which relate to, the Tollgate Contributed Assets
or which  are owned by  Tollgate.  True,  correct  and  complete  copies of such
patents,  trademarks,  service  marks,  trade  names  and  copyrights  (and  all
applications  for,  or  extensions  or  reissuances  of,  any of the  foregoing)
identified on such Schedule have been delivered to Century and the LLC. Tollgate
is the sole  owner  and has the  exclusive  right to use,  free and clear of any
payment or Lien, all such patents,  trademarks,  service marks,  trade names and
copyrights.  No patents,  trademarks,  service marks, trade names and copyrights
(or  applications  for, or extensions or  reissuances  of any of the  foregoing)
which are or have been used in the conduct of, or which  relate to, the Tollgate
Contributed  Assets are owned  otherwise than by Tollgate.  There is no claim or
demand of any Person  pertaining to, or any proceedings which are pending or, to
the best of Tollgate's knowledge,  threatened, which challenge (i) the exclusive
rights of Tollgate in respect of any patents,  trademarks,  service marks, trade
names or copyrights (or  applications  for, or extensions or reissuances of, any
of the foregoing) which are or have been used in the conduct of, or which relate
to, the Tollgate Contributed Assets or which are owned by Tollgate,  or (ii) the
rights  of  Tollgate  in  respect  of  any  other  Intellectual   Property.   No
Intellectual  Property  is subject to any  outstanding  order,  ruling,  decree,
judgment or stipulation by or with any  Governmental  Authority or any contract,
agreement,  commitment or undertaking  with any Person,  or infringes or, to the
best of Tollgate's knowledge,  is being infringed by others or is used by others
(whether or not such use  constitutes  infringement).  To the best of Tollgate's
knowledge,  Tollgate  does not employ any Person in a manner that  violates  any
non-competition  or  non-disclosure  agreement  that such Person entered into in
connection with any former employment. All patents,  trademarks,  service marks,
trade names or copyrights (or applications for, or extensions or reissuances of,
any of the foregoing) or other Intellectual  Property, or rights thereto,  owned
or held, directly or indirectly by any officer, director, shareholder,  employee
or any  Affiliate of Tollgate  that related to the Tollgate  Contributed  Assets
have  been,  or  prior  to the  Contribution  Date  will  have  been,  duly  and
effectively  transferred  to  Tollgate.  Set  forth  on  the  Schedule  entitled
"Intellectual  Property" is a  description  of all Claims  asserted,  brought or
threatened against the Tollgate within the five years preceding the date hereof,
together with a description of the outcome or present status  thereof,  relating
to any Intellectual Property.

     (j) [INTENTIONALLY OMITTED]

     (k) Changes in Circumstances.  Except as disclosed in the Schedule entitled
"Changes in Circumstances,"  since the Initial Balance Sheet Date,  Tollgate has
not (i) sold,  transferred  or otherwise  disposed of any  properties  or assets
outside the ordinary and normal  course of business or for less than fair market
value;  (ii)  mortgaged,  pledged or subjected to any Lien,  any of the Tollgate
Contributed  Assets;  (iii) acquired any property or assets outside the ordinary
and normal course of business or for more than fair market value; (iv) sustained
any  damage,  loss  or  destruction  of or to the  Tollgate  Contributed  Assets
(whether or not covered by insurance);  (v) entered into any  transaction  other
than in the ordinary and normal course; (vi) made any borrowing,  whether or not
in the ordinary and normal course of business,  issued any  commercial  paper or
refinanced any existing borrowings; (vii) paid any obligation or


                                       12
<PAGE>

liability (fixed or contingent), other than in the ordinary and normal course of
business,  discharged or satisfied any Lien, or settled any claim,  liability or
suit pending or  threatened;  (viii)  entered into any licenses or leases;  (ix)
made any loans or gifts;  (x)  modified,  amended,  canceled or  terminated  any
contracts  or  commitments  under   circumstances  which  would  materially  and
adversely affect the condition (financial or otherwise),  results of operations,
business,  properties,  assets,  liabilities  or  prospects  of  Tollgate;  (xi)
declared  or paid,  or become  obligated  to declare  or pay,  any  dividend  or
disbursed or become obligated to disburse cash except in the ordinary and normal
course; (xii) made capital expenditures or commitments in excess of an aggregate
of $5,000 for additions to property, plant or equipment; (xiii) written down the
value of any Inventory or written off as uncollectible  any notes or Receivables
or any portion  thereof;  (xiv) canceled any other debts or claims or waived any
rights of  substantial  value;  (xv) made any  material  change in any method of
accounting  or  accounting  practice;   (xvi)  paid,  accrued  or  incurred  any
management or similar fees to any Related Party (as hereinafter defined) or made
any other payment or incurred any other liability to a Related Party or paid any
amounts to or in respect of, or sold or  transferred  any assets to, any company
or other entity, a substantial portion of the equity ownership interest of which
is owned by Tollgate or a Related Party individually or as a group; (xvii) taken
or omitted to take any action which would cause to be breached,  or might result
in a breach of, any of the representations,  warranties,  covenants, obligations
and  agreements  of  Tollgate  contained  herein  if the  same  were  made  anew
immediately  after such act or omission;  (xviii)  suffered any Material Adverse
Effect;  or (xix) agreed to, or obligated  itself to, do anything  identified in
(i) through (xviii) above. For purposes of this Agreement,  a "Related Party" is
any  trust,  corporation  or any  entity  in  which  Tollgate  or  any of  their
Affiliates has a material interest.

     (l) Taxes.

          (i) Except as set forth on the Schedule entitled "Taxes," Tollgate (A)
     has  filed  (or has had  filed on its  behalf)  on a timely  basis  all Tax
     returns  required  by  applicable  law to be filed by it on or  before  the
     Closing  Date and such Tax  returns are true,  correct and  complete in all
     material  respects,  and (B) has paid  all  Taxes  due as a  result  of its
     activities  or has made  adequate  provision  for such  Taxes such that the
     reserves for current  Taxes  (excluding  reserves  for  deferred  Taxes) in
     respect of the period ended on and  including the  Contribution  Date or to
     any years and periods  prior  thereto will not be less than the  reasonably
     estimated  Tax  liabilities  accruing  or payable by Tollgate in respect of
     such periods.

          (ii) Except as set forth on the Schedule  entitled  "Taxes," there are
     no ongoing audits or examinations of any of the Tax returns of Tollgate and
     Tollgate  has not been  notified,  formally  or  informally,  by any taxing
     authority that any such audit is contemplated or pending and no facts exist
     which would  constitute  grounds for the assessment of any additional Taxes
     by any taxing  authority  with respect to the taxable years covered in such
     returns and filings.  No issues have been raised in any  examination by any
     taxing  authority  with respect to the  operations  of Tollgate  which,  by
     application of similar principles, reasonably


                                       13
<PAGE>

     could be expected to result in a proposed  adjustment  to the liability for
     Taxes for any other period not so examined.

          (iii) Except as set forth on the Schedule  entitled "Taxes," there are
     no  claims,  investigations,  actions  or  proceedings  pending  or, to the
     knowledge  of  Tollgate,  TV and KJE,  threatened  against  Tollgate by any
     taxing  authority  for any past due Taxes with  respect  to which  Tollgate
     would be individually or severally liable.  There has been no waiver of any
     applicable  statute of limitations nor any consent for the extension of the
     time for the assessment of any Tax against Tollgate.

          (iv) Tollgate is not  delinquent in the payment of any amount of Taxes
     and there are no Tax liens upon any property or assets of Tollgate.

          (v)  Tollgate  is not a party  to any safe  harbor  lease  within  the
     meaning of Section  168(f)(8) of the Code,  as in effect prior to amendment
     by the Tax Equity and Fiscal Responsibility Act of 1982. None of the assets
     of  Tollgate  secures any debt the  interest  on which is tax exempt  under
     Section 103 of the Code.

          (vi) Tollgate has not agreed,  or is required,  to make any adjustment
     under Section 481(a) of the Code by reason of a change in accounting method
     or otherwise.

          (vii) No items of income attributable to transactions  occurring on or
     before the close of the last  preceding  taxable  year of Tollgate  will be
     required  to be included  in taxable  income by  Tollgate  in a  subsequent
     taxable  year by reason of  Tollgate  reporting  income on the  installment
     sales method of accounting,  the cash method of  accounting,  the completed
     contract method of accounting or any other method of accounting.

          (viii) Tollgate is not subject to any liability for Tax of any person,
     including,  without  limitation,  liability arising from the application of
     Treasury  Regulation Section 1.1502-6 or any analogous  provision of state,
     local or foreign law.

          (ix)  Tollgate  is not  and has not  been a party  to any tax  sharing
     agreement which is binding and in effect on the date hereof.

          (x) No claim  has ever been made by any  authority  in a  jurisdiction
     where  Tollgate  does not file Tax returns  that it is or may be subject to
     taxation by that jurisdiction.

          (xi)  Tollgate has  withheld and paid over all Taxes  required to have
     been  withheld  and paid over and complied  with all  material  information
     reporting and backup  withholding  requirements,  including  maintenance of
     required records

                                       14
<PAGE>

     with respect thereto,  in connection with material amounts paid or owing to
     any employee, independent contractor,  creditor, stockholder or other third
     party.

          (xii) For the purposes of this  Agreement,  "Tax" or "Taxes" means all
     net income, gross income, gross receipts, sales, use, ad valorem, transfer,
     franchise,  profits, license,  withholding,  payroll,  employment,  excise,
     severance, stamp, occupation,  premium, property or windfall profits taxes,
     customs  duties or other taxes,  fees,  assessments  or charges of any kind
     whatsoever,  together with any interest and any penalties, additions to tax
     or  additional  amounts  imposed  by  any  taxing  authority  (domestic  or
     foreign).

     (m) Insurance.  The Schedule  entitled  "Insurance"  contains a list of all
insurance  policies and all fidelity bonds  (specifying  the location,  insured,
insurer,  amount  of  coverage,  term,  limits  of  coverage,   annual  premium,
deductible amount or self-insured retention amount, type of insurance and policy
number) maintained by Tollgate or applicable to the Tollgate Contributed Assets.
All such  policies  are in full force and  effect,  all  premiums  with  respect
thereto  covering all periods up to and  including the date of Closing have been
paid,  and no notice of  cancellation  or  termination  has been  received  with
respect to any such policy. Such policies (i) are sufficient for compliance with
all requirements of Law and of all agreements to which Tollgate is a party; (ii)
are  valid,   outstanding  and  enforceable  policies;  (iii)  provide  adequate
insurance  coverage for the assets and operations of Tollgate;  (iv) will remain
in full force and effect through the respective  dates set forth in the Schedule
entitled "Insurance" without the payment of additional premiums and (v) will not
in any way be affected by, or terminate or lapse by reason of, the  transactions
contemplated by the Transaction  Documents.  The Schedule  entitled  "Insurance"
identifies all risks which Tollgate has designated as being self insured.

     (n) Approvals.  The Schedule entitled  "Assignments and Consents"  attached
hereto sets forth a list of all Consents, which must be obtained or satisfied by
Tollgate  for  the  consummation  of  the   transactions   contemplated  by  the
Transaction Documents,  including,  without limitation, all Consents, which must
be obtained pursuant to Section 1.3(a).  All Consents  prescribed by any Law, or
any contract,  agreement,  commitment or undertaking, and which must be obtained
or satisfied by Tollgate for the consummation of the  transactions  contemplated
by the  Transaction  Documents,  or for the continued  performance  by it of its
rights and obligations thereunder, have been made, obtained and satisfied.

     (o)  Absence of Certain  Commercial  Practices.  Neither  Tollgate  nor any
officer, director, employee or agent of Tollgate (or any Person acting on behalf
of any of the  foregoing)  has given or  agreed to give (i) any gift or  similar
benefit  of more than  nominal  value to any  Customer,  supplier,  Governmental
Authority (including any governmental  employee or official) or any other Person
who is or may be in a position to help,  hinder or assist Tollgate or the Person
giving  such  gift  or  benefit  in  connection  with  any  actual  or  proposed
transaction relating to Tollgate or the Tollgate Contributed Assets, which gifts
or similar benefits would  individually or in the aggregate  subject Tollgate or
any officer, director,  employee or agent of Tollgate to any fine, penalty, cost
or expense or to any criminal  sanctions,  (ii) receipts from or payments to any
governmental officials or employees, (iii) commercial bribes or kick-backs,


                                       15
<PAGE>

(iv) political contributions, or (v) any receipts or disbursements in connection
with any  unlawful  boycott.  No such gift or benefit is required in  connection
with the ownership or operation of the Tollgate  Contributed Assets to avoid any
fine, penalty, cost, expense or Material Adverse Effect.

     (p) [INTENTIONALLY OMITTED]

     (q) Books and  Records.  The books and  records of Tollgate  maintained  in
connection with the Tollgate Contributed Assets (including,  without limitation,
(i) books and  records  relating  to the  purchase of  materials  and  supplies,
manufacture  or  processing  of  products,  sales  of  products,  dealings  with
customers,  invoices,  customer lists,  inventories,  supplier lists,  personnel
records and taxes, and (ii) computer  software and data in computer readable and
human  readable form used to maintain  such books and records  together with the
media on which such software and data are stored and all documentation  relating
thereto) accurately record all transactions relating to the Tollgate Contributed
Assets in all material respects,  and have been maintained  consistent with good
business practice.

     (r)  Permits;  Compliance  with Laws and Other  Instruments.  The  Schedule
entitled "Permits" attached hereto contains a true, correct and complete list of
all federal,  state,  county, and local governmental Permits held or applied for
by Tollgate which are currently used by Tollgate in connection with the Tollgate
Contributed  Assets,  which have a material  effect on the Tollgate  Contributed
Assets. In connection with the Tollgate  Contributed  Assets, (i) Tollgate holds
and is in compliance  with all Permits under the provisions of all Laws, and all
such Permits are in full force and effect, (ii) Tollgate has complied, and is in
full compliance, with all Laws now applicable to the Tollgate Contributed Assets
and all Permits and (iii) Tollgate has not been issued any citations, notices or
orders of non-compliance under any Law or Permit within the five years preceding
the  Contribution  Date.  There has been no change in the facts or circumstances
reported  or assumed in the  application  for or granting  of such  Permits.  No
additional Permit is required from any Governmental Authority in connection with
the  Tollgate  Contributed  Assets.  The  ownership  and  use  of  the  Tollgate
Contributed  Assets  does not  conflict  with the rights of any other  Person or
violate  or,  with or without  the giving of notice or the  passage of time,  or
both, will violate, conflict with or result in a default, right to accelerate or
loss of rights under, any terms or provisions of its Articles of Organization as
presently in effect, or any lien,  encumbrance,  mortgage, deed of trust, lease,
license,  agreement,  understanding,  law, ordinance, rule or regulation, or any
order,  judgment  or decree to which  Tollgate  is a party or by which it may be
bound or  affected.  Tollgate  is not aware of any  proposed  Law,  governmental
taking,  condemnation  or  other  proceeding  that  would be  applicable  to the
Tollgate  Contributed  Assets and which  might have a  Material  Adverse  Effect
either before or after the Contribution Date. No consent, qualification,  order,
approval or  authorization  of, or filing with,  any  Governmental  Authority is
required in connection  with Tollgate's  execution,  delivery and performance of
the Transaction  Documents and the consummation of any transaction  contemplated
hereby.

     (s) Brokers.  None of Tollgate or any of their  Affiliates has engaged,  or
caused to be incurred  any  liability to any finder,  broker,  or sales agent in
connection with the origin, negotiation,  execution, delivery, or performance of
the  Transaction  Documents or the  transactions  contemplated  thereby,  except
Innovation Capital or other brokers described in

                                       16
<PAGE>


Section  1.7(e),  which shall be compensated  solely pursuant to Section 1.7(e),
true and  correct  agreements  with which have been  provided to Century and the
LLC.

     (t) Interests in  Competitors,  Suppliers,  Customers,  Etc.  Except as set
forth in Schedule 2.1(t), no member,  partner,  officer,  director,  employee or
Affiliate of Tollgate has any ownership  interest in any current or  prospective
competitor, supplier, or Customer of the LLC or the Casino (other than ownership
of securities of a  publicly-held  corporation of which such person owns, or has
real or  contingent  rights  to own,  less  than  one  percent  of any  class of
outstanding securities) or any property used in the operation of the business of
any competitor, supplier or Customer of the LLC or the Casino.

     (u)  Indebtedness  To and  From  Members,  Partners,  Officers,  Directors,
Shareholders,  and Employees.  The Schedule entitled "Insider Debt" sets forth a
true,  correct and complete list and brief  description  of the payment terms of
all  indebtedness  of  Tollgate  to  members,  partners,  officers,   directors,
shareholders,  and  employees  of  Tollgate  and all  indebtedness  of  members,
partners,  officers,  directors,  shareholders,  and  employees  of  Tollgate to
Tollgate,  excluding  indebtedness  for travel advances or similar  advances for
expenses incurred on behalf of and in the ordinary course of Tollgate's business
and consistent with its past practices.

     (v) Information Furnished.  No representation or warranty made by Tollgate,
TV or KJE  in the  Transaction  Documents,  no  written  statement  or  document
furnished by Tollgate,  TV or KJE to Century or the LLC in  connection  with the
negotiation of the transactions  contemplated by the Transaction Documents,  and
no exhibit, certificate,  schedule, document, list or instrument prepared, made,
or  delivered,  or to be  prepared,  made,  or  delivered,  by or on  behalf  of
Tollgate,  TV or KJE  pursuant  hereto  contains  or  will  contain  any  untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
necessary to make the statements  contained herein and therein,  in the light of
the circumstances in which they were or are made, not misleading.

     (w) Gaming Disqualification;  Other Regulatory Approvals. None of Tollgate,
TV or KJE has knowledge of any facts  pertaining  to (i) either  Tollgate or its
Affiliates  that could cause Tollgate or any such Affiliate to be a Disqualified
Holder as such term is defined in the Operating Agreement,  or (ii) the Tollgate
Contributed  Assets or the transactions  contemplated  hereby that could cause a
Governmental  Authority to fail to issue its approval of any of the transactions
contemplated hereby.

     (x) Securities Representations.

          (i) Tollgate understands that the Units have not been registered under
     the  Securities  Act of 1933,  as amended (the  "Securities  Act"),  or any
     applicable  state  securities  statutes,  in  reliance on  exemptions  from
     registration  under  the  Securities  Act  and  such  statutes,  and  that,
     accordingly,  the  Units  may not be resold  by  Tollgate  unless  they are
     registered  under the Securities Act and any  applicable  state  securities
     statutes or are sold in  transactions  which are exempt  from  registration
     under such  statutes.  Tollgate  is aware that  there are  restrictions


                                       17
<PAGE>

     on  transferability  of the Units  under  the  Delaware  Limited  Liability
     Company Act and the Operating Agreement.

          (ii) Tollgate is acquiring the Units for investment for Tollgate's own
     account  and  without any view to, or for resale in  connection  with,  any
     distribution  or  public  offering   thereof  within  the  meaning  of  the
     Securities  Act,  and  Tollgate  has no  present  intention  of  selling or
     otherwise disposing of the Units or any portion thereof.

          (iii)  Tollgate  agrees not to sell,  assign,  transfer  or  otherwise
     dispose of the Units unless (a) a registration  statement  relating thereto
     has been duly filed and become  effective under the Securities Act, and any
     applicable  state securities  statute,  or unless in the opinion of counsel
     satisfactory  to  the  LLC no  such  registration  is  required  under  the
     circumstances  and (b)  such  sale,  assignment,  transfer  or  disposition
     complies with the provisions of the Delaware Limited  Liability Company Act
     and the Operating  Agreement.  Tollgate also consents to the inscription on
     the  certificate  or  certificates  representing  the  Units of a legend in
     substantially  the following  form reciting the above  restrictions  on the
     transferability of the Units:

               "THE LIMITED LIABILITY COMPANY MEMBERSHIP UNITS EVIDENCED BY THIS
          CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
          AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS AND MAY NOT BE SOLD,
          TRANSFERRED,  ASSIGNED,  OFFERED,  PLEDGED  OR  OTHERWISE  DISTRIBUTED
          UNLESS THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT AND SUCH LAWS
          COVERING SUCH MEMBERSHIP  UNITS OR THE COMPANY  RECEIVES AN OPINION OF
          COUNSEL  SATISFACTORY TO THE COMPANY STATING,  OR OTHERWISE  SATISFIES
          ITSELF, THAT SUCH SALE, TRANSFER,  ASSIGNMENT,  OFFER, PLEDGE OR OTHER
          DISTRIBUTION MAY BE LAWFULLY MADE WITHOUT  REGISTRATION UNDER SUCH ACT
          AND SUCH LAWS.

               THE MEMBERSHIP  UNITS  EVIDENCED BY THIS  CERTIFICATE  MAY NOT BE
          SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED
          WITHOUT   COMPLYING  WITH  THE  PROVISIONS  OF  THE  DELAWARE  LIMITED
          LIABILITY  COMPANY ACT AND THE  LIMITED  LIABILITY  COMPANY  AGREEMENT
          AMONG  THE  COMPANY  AND ITS  MEMBERS  AS  CURRENTLY  IN  EFFECT OR AS
          HEREAFTER AMENDED."

          (iv) Tollgate is an "Accredited Investor" as defined in Rule 501(a) of
     Regulation D under the Securities Act.

                                       18
<PAGE>


          (v) Tollgate has had access to  information  regarding the LLC and the
     transaction contemplated hereby, and has consulted with outside advisers as
     Tollgate  has  deemed  necessary  or  appropriate.   Tollgate  has  had  an
     opportunity to ask questions and receive information  regarding the LLC and
     the transactions  contemplated hereby, and all of Tollgate's inquiries have
     been  answered and all of  Tollgate's  requests for  information  have been
     satisfied.

          (vi) Tollgate's  principal state of business and state of organization
     is the State of Colorado and the State of Colorado is the only jurisdiction
     in  which  an offer to sell  the  Units  was made to  Tollgate  or in which
     Tollgate agreed to purchase the Units.

     (y) Legal Counsel.  Tollgate  acknowledges,  warrants and  represents  that
Faegre & Benson LLP ("Faegre & Benson"),  which  prepared the documents  forming
the LLC, is legal  counsel to the LLC and to Century,  that Faegre & Benson does
not represent Tollgate or Tollgate's interests in the LLC, and that Tollgate has
had the  timely  opportunity  to have  Tollgate's  own legal  counsel  and other
advisors advise Tollgate as to the  appropriateness of Tollgate's  investment in
the LLC.

     2.2  Representations  and  Warranties of Century.  Century  represents  and
warrants to Tollgate, TV and KJE as follows:

     (a)  Organization  and  Standing;   Power  and  Authority.   Century  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware,  and has full  corporate  power and authority to enter
into and perform this Agreement and the Operating Agreement and the transactions
and other  agreements  and  instruments  contemplated  by such  Agreements.  The
Transaction  Documents executed and delivered or to be executed and delivered by
Century in connection herewith have been authorized by Century and have been, or
upon  execution  thereof  will be, duly  executed  and  delivered by Century and
constitute  the  valid  and  binding  obligations  of  Century,  enforceable  in
accordance  with  their  respective  terms,  except as such  enforcement  may be
limited   by   applicable   bankruptcy,   insolvency,   fraudulent   conveyance,
reorganization,  moratorium or similar laws affecting auditors' rights generally
and by general principles of equity.

     (b)  Conflicts;  Defaults.  Neither  the  execution  and  delivery  of  the
Transaction  Documents  executed  or to be executed  in  connection  herewith by
Century,  nor  the  performance  by  Century  of the  transactions  contemplated
thereby, will violate,  conflict with, or constitute a default under, any of the
terms of Century's Certificate of Incorporation or Bylaws.

     (c)  Litigation.  Century  is not  subject  to any  order  of,  or  written
agreement or memorandum or understanding with, any Governmental  Authority,  and
there exists no Claim pending, or, to the best of Century's knowledge, any Claim
threatened  against or  affecting  Century,  which  would  adversely  affect the
transactions contemplated by the Transaction Documents.

                                       19
<PAGE>

     (d) Brokers.  Neither  Century nor any of its  Affiliates  has engaged,  or
caused to be incurred  any  liability to any finder,  broker,  or sales agent in
connection with the origin, negotiation,  execution, delivery, or performance of
the Transaction Documents or the transactions contemplated thereby.

     (e) Information Furnished. No representation or warranty made by Century in
the Transaction Documents, no written statement or document furnished by Century
to Tollgate or the LLC in connection  with the  negotiation of the  transactions
contemplated  by  the  Transaction  Documents,  and  no  exhibit,   certificate,
schedule,  document,  list or instrument prepared,  made, or delivered, or to be
prepared,  made,  or  delivered,  by or on behalf  of  Century  pursuant  hereto
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit to state a material fact  necessary to make the  statements  contained
herein and therein,  in the light of the circumstances in which they were or are
made, not misleading.

     2.3  Representations  and  Warranties - General.  The  representations  and
warranties  of the  parties  hereto  made  in  this  Agreement,  subject  to the
exceptions  thereto,  shall not be affected by any information  furnished to, or
any  investigation  conducted  by,  any of  them  or  their  representatives  in
connection with the subject matter of this Agreement.  The  representations  and
warranties  made in this  Agreement or in any instrument  delivered  pursuant to
this Agreement shall survive the Closing.

                                    Article 3
                            COVENANTS OF THE PARTIES

     3.1 Best Efforts;  Further Assurances.  Subject to the terms and conditions
herein  provided,  each of the parties  hereto agrees to use its best efforts to
take,  or cause to be taken,  all  action,  and to do, or cause to be done,  all
things  reasonably  necessary,  proper or advisable  under  applicable  laws and
regulations to consummate and make effective the  transactions  contemplated  by
this Agreement.  Tollgate and Century will each use its or their best efforts to
obtain the consent of all third parties and governmental bodies necessary to the
consummation of the  transactions  contemplated  hereunder.  In case at any time
after Closing any further  action is necessary to carry out the purposes of this
Agreement, the proper officers of Tollgate, Century and the LLC, as the case may
be, shall take all such action without any further consideration therefor.

     3.2 Due Diligence Investigation.

     (a) Lack of  Information.  The parties  hereby agree and  acknowledge  that
Century  has  entered  into  this  Agreement  without  the  opportunity  to have
conducted  a full  investigation  of the  condition  (financial  or  otherwise),
business, assets,  properties,  operations or prospects of Tollgate, and without
the benefit of the information to be provided to Century  pursuant to clause (b)
of this  Section.  Accordingly,  Tollgate  acknowledges  that any  obligation of
Century to consummate the transactions contemplated by this Agreement is subject
to the completion to the  satisfaction of Century of the procedures set forth in
this Section.

                                       20

<PAGE>

     (b) Access to Records and  Properties.  Prior to the  Closing,  (a) Century
shall  be  entitled,   and  Tollgate  shall  permit  Century,  to  conduct  such
investigation  of the condition  (financial  or  otherwise),  business,  assets,
properties,  operations  or prospects  of Tollgate and the Tollgate  Contributed
Assets as Century  may deem  appropriate,  and (b)  Tollgate  shall (i)  provide
Century  and  its  agents  and   representatives,   including  its   independent
accountants,  internal  auditors and attorneys,  full and complete access to all
the facilities,  offices and personnel of Tollgate,  and to all of the books and
records of Tollgate (including work papers of any independent accountant),  (ii)
cause Tollgate's  officers,  employees and advisors to furnish Century with such
financial and operating data and other information with respect to the condition
(financial or otherwise), business, assets, properties,  operations or prospects
of Tollgate and the  Tollgate  Contributed  Assets as Century may  request,  and
(iii) permit Century to make such  inspections and copies thereof as Century may
reasonably require,  including without limitation, to conduct such environmental
assessments and investigations of the Real Property and surrounding  property as
Century or its advisors and consultants  may deem necessary or appropriate,  and
sampling and analysis of  environmental  media to detect the presence or confirm
the absence of contamination,  including any contamination  which may be present
in groundwater and the sources of any such contamination.  In addition,  Century
shall be provided  with full and  complete  access to the  Tollgate  Contributed
Assets.

     3.3 Expenses;  Transfer Taxes.  Except as provided in Section 1.7(e),  each
party hereto will bear the legal, accounting and other expenses incurred by such
party in  connection  with the  negotiation,  preparation  and  execution of the
Transaction  Documents,  and the transactions  contemplated  thereby. All sales,
transfer,  recordation  and  documentary  Taxes and fees which may be payable in
connection with the  transactions  contemplated by this Agreement shall be borne
by Tollgate.

     3.4 Bulk  Transfer  Laws.  Century and the LLC hereby waive  compliance  by
Tollgate with the laws of any jurisdiction  relating to bulk transfers which may
be applicable in connection with the transfer of the Tollgate Contributed Assets
to the LLC.

     3.5 Press Releases and Disclosure. The parties agree that neither Tollgate,
Century nor their respective  Affiliates shall issue or cause publication of any
press release or other announcement or public communication with respect to this
Agreement or the  transactions  contemplated  hereby or otherwise  disclose this
Agreement or the transactions contemplated hereby to any third party (other than
attorneys, advisors and accountants to Tollgate, Century or the LLC) without the
consent  of  the  other,  which  consent  shall  not be  unreasonably  withheld;
provided,  that nothing  herein shall prohibit any party from issuing or causing
publication of any press release,  announcement or public  communication  to the
extent that such party, upon advice of counsel, deems such action to be required
by Law or stock exchange.

     3.6  Cooperation  in the  Defense of  Claims.  In the event that a Claim is
asserted against Century or the LLC, any of its direct or indirect  subsidiaries
or  Affiliates,  with respect to events or  conditions  occurring or existing in
connection  with  the  ownership,  possession,  use  or  sale  of  the  Tollgate
Contributed Assets prior to the Closing, Tollgate at its expense shall cooperate
with Century and the LLC in the defense of any such Claim.

                                       21

<PAGE>

     3.7 Regulatory  Approvals.  Tollgate  will, and will cause its  appropriate
Affiliates  to, and Century will,  use, in each case, its best efforts to obtain
any authorizations, consents, orders and approvals of any Governmental Authority
necessary for the performance of its respective  obligations  pursuant to any of
the Transaction Documents, and the consummation of the transactions contemplated
thereby,  and will cooperate fully with each other in all reasonable respects in
promptly seeking to obtain such authorizations,  consents, orders and approvals.
Neither  Tollgate  nor Century will take any action that will have the effect of
delaying,   impairing  or  impeding  the  receipt  of  any  required  regulatory
approvals.  Tollgate  will  supply  Century  and  the  LLC  with  copies  of all
correspondence,  filings  or  communications  (or  memoranda  setting  forth the
substance thereof) between Tollgate or its representatives, on the one hand, and
any  Governmental  Authority  or members of its staff,  on the other hand,  with
respect to the Transaction Documents or the transactions contemplated thereby.

     3.8 Employee Matters.

     (a)  Employee   Benefits.   Tollgate  shall  retain  all   liabilities  and
obligations  in respect of its past,  present  and  future  employees  under the
Employee  Plans and  applicable  Laws.  Without  limiting the  generality of the
foregoing  or the other  provisions  of this  Agreement,  the LLC shall  have no
liability or obligation  whatsoever  under the Employee Plans, nor shall the LLC
have any obligation to provide any employee benefits to any Employees.  Tollgate
shall  offer  to all its  employees  at the  time of the  Closing  the  right to
continue  their coverage  under  Tollgate's  group health plan(s) (as defined in
Section  5000(b)(1) of the Code),  such offers to be made in accordance with the
continuation  coverage  requirements of Part 6 of Subtitle B of Title I of ERISA
and Section 4980B of the Code.

     (b)  Future  Employment.  The LLC may offer  employment  from and after the
Closing to any  Employees,  on such terms and  conditions as the LLC may, in its
sole discretion, determine, but the LLC shall not be obligated to do so pursuant
to this Agreement or for any other reason.  Prior to the Closing upon reasonable
prior notice to Tollgate,  Century and the LLC may  communicate  with any of the
Employees employed by Tollgate, TV or KJE.

     (c) Employee Information.

          (i) Subject to  applicable  legal  restrictions,  Tollgate and the LLC
     shall provide each other, in a timely manner,  with any  information  which
     the other may reasonably  request with respect to any Employee of Tollgate,
     TV or KJE or, after the Closing, any Person employed by the LLC, his or her
     employment  with and  compensation  from  Tollgate or the LLC, or rights or
     benefits under any Employee Plan or any personnel policy of Tollgate or the
     LLC.

          (ii)  Without in any way  limiting  the  generality  of clause  (c)(i)
     above, and to the extent they may legally do so, Tollgate, TV and KJE shall
     afford the LLC and its representatives such access to the medical, workers'
     compensation  and  other  health-related  records  of  the  Employees  (the
     "Employee  Health  Records") as are maintained by or available to Tollgate,
     TV or KJE and as the LLC shall,  in its sole  discretion,  deem  reasonably
     necessary or desirable, and the

                                       22
<PAGE>

     LLC shall be  permitted,  to the  extent  Tollgate  may  legally  give such
     permission,  to make copies of such Employee  Health Records as it may deem
     reasonably necessary or desirable. Promptly after the date hereof, Tollgate
     shall use its best efforts to obtain or cause to be obtained any consent of
     any Employee,  health care  provider,  workers'  compensation  authority or
     other Person as may be necessary in order to permit Tollgate,  TV or KJE to
     afford the LLC and its  representatives  with access to and  permission  to
     copy Employee Health Records as provided in this Section.

     3.9 Access to Records After Closing.  After the Contribution  Date, the LLC
on the one hand and Tollgate on the other agree that they will give, or cause to
be given,  to the other party,  its successors and its  representatives,  during
normal  business hours and at the requesting  party's  expense,  such reasonable
access to the properties, titles, contracts, books, records, files and documents
(but excluding attorney work product or other privileged  communications) of the
LLC (to the  extent  the  LLC's  records  are the  records,  materials  and data
transferred to the LLC from Tollgate pursuant to this Agreement) or Tollgate, as
the case may be, as is  reasonably  necessary to allow the  requesting  party to
obtain  information in the other party's  possession with respect to any claims,
demands,  audits,  suits or matters of a similar  nature  made by or against the
requesting  party as the  previous  or new owner and  operator  of the  Tollgate
Contributed  Assets,  as the case may be, and to make copies of such information
to the extent reasonably necessary.

                                    Article 4
                              COVENANTS OF Tollgate

     4.1 Conduct of Business  Pending  Closing.  During the period from the date
hereof through the Contribution Date,  Tollgate and its Affiliates shall operate
the Tollgate Contributed Assets diligently and in the ordinary and normal course
and consistent with past practice (including, without limitation, using its best
efforts  to  preserve   beneficial   relationships   between  Tollgate  and  its
distributors,  agents,  lessors,  suppliers  and  customers).  Tollgate  and its
Affiliates  shall  engage in no  transactions  in  connection  with the Tollgate
Contributed Assets,  including  transactions relating to the purchase or sale of
goods,  raw  materials,  inventories  or other  operating or  production  items,
intracorporate  or otherwise,  with any of its  Affiliates  from the date hereof
until the Closing  other than (i)  transactions  approved by Century in writing.
Without  limiting  the  generality  of the  foregoing  and  except as  otherwise
expressly  provided  in this  Agreement,  during the period from the date hereof
through the Contribution Date, Tollgate and its Affiliates shall not:

     (a) Obligations for Borrowed  Money.  (i) Create,  incur or assume any debt
(including  obligations  in  respect  of  capital  leases) or any debt for money
borrowed  (whether  long- or  short-term);  (ii) assume,  guarantee,  endorse or
otherwise  become  liable or  responsible  (whether  directly,  contingently  or
otherwise)  for the  obligation  of any other  Person;  or (iii) make any loans,
advances  or  capital  contributions  to any  other  Person,  other  than  Trade
Payables;

     (b) Employee  Matters.  (i) Increase in any manner the rate of compensation
of any of its  officers  or  other  employees,  (ii)  make or  agree to make any
payment  pursuant to any  Employee  Plan,  including,  without  limitation,  any
payment of any pension, retirement allowance,

                                       23
<PAGE>

severance or other employee benefit, except as required by any existing Employee
Plan  disclosed on the  Schedules  to this  Agreement,  to any such  officers or
employees,  whether past or present;  (iii) enter into or modify any  collective
bargaining  agreement,  except as required by Law; or (iv) commit  itself to any
additional  Employee Plan, or employment or consulting  agreement with a Person,
or to amend any of such Plans or agreements, except as required by Law;

     (c) Sale of Assets.  Sell,  transfer,  license or  otherwise  dispose of or
agree  to  sell,  transfer,   license  or  otherwise  dispose  of  any  Tollgate
Contributed Assets;

     (d) Commitments. Enter into any other agreements, commitments, contracts or
undertakings, except agreements,  commitments, contracts or undertakings made in
the ordinary and normal course of business consistent with past practice and the
representations and warranties of Tollgate contained in this Agreement;

     (e)  Lease  Agreements.  Terminate,  modify  or  amend  any  of  the  Lease
Agreements;

     (f)  Liens.  Encumber  or  grant or  create  a Lien on any of the  Tollgate
Contributed Assets;

     (g)  Insurance.  Cause any of the policies of insurance  referred to in the
Schedule  entitled  "Insurance"  to  terminate,  lapse  or be  canceled,  unless
equivalent replacement policies, without lapse of coverage, are put in place;

     (h)  Litigation.  Enter into any  compromise  or  settlement  of any Claim,
except  settlements  made in the  ordinary  and normal  course of business or by
insurers, involving amounts not in excess of $5,000;

     (i) Representations and Warranties. Take any action the taking of which, or
omit  to  take  any  action  the  omission  of  which,  would  cause  any of the
representations  and warranties  made by Tollgate to fail to be true and correct
as of the Closing as though made at and as of the Closing; or

     (j) Commitments. Agree or commit to do any of the foregoing.

   4.2 Disclosure Supplements.

     (a)  From  time to time  prior  to the  Closing,  Tollgate  shall  promptly
supplement or amend the Schedules to this  Agreement  with respect to any matter
(i) which may arise hereafter and which, if existing or occurring at or prior to
the date  hereof,  would have been  required to be set forth or described in the
Schedules  to this  Agreement,  or (ii) which makes it  necessary to correct any
information  in the  Schedules to this  Agreement or in any  representation  and
warranty of Tollgate which has been rendered  inaccurate  thereby. No supplement
or  amendment to the  Schedules  to this  Agreement or any delivery of Schedules
after the date hereof,  unless expressly consented in writing by Century,  shall
be deemed to cure any  breach of any  representation  or  warranty  made in this
Agreement,  or modify,  affect or diminish  Century's  right to  terminate  this
Agreement.

                                       24
<PAGE>

     (b) During the period from the date hereof to the Closing,  Tollgate  shall
promptly (i) furnish or make  available to Century  copies of monthly  financial
statements as soon as they become  available,  all certified by Tollgate's chief
financial  officer that such financial  statements  fairly present the financial
position and results of operations  of Tollgate for the periods  covered by such
statements in accordance  with GAAP  consistently  applied  (subject to normally
recurring year-end audit adjustments and without footnote disclosures), and (ii)
notify  Century of (A) any Material  Adverse  Effect and (B) the  institution or
settlement  of any Claim  involving the Tollgate  Contributed  Assets and of any
developments therein.

     4.3 Closing.  Tollgate  shall use its best efforts to cause the  conditions
set forth in Section 5.1 ------- to be satisfied by the Contribution Date.

     4.4  Confidentiality.  Tollgate  shall,  and shall  cause  its  Affiliates,
members,  partners,  officers,  employees,   representatives,   consultants  and
advisors to, hold in confidence and not use all confidential  information  which
remains after Closing in the possession of Tollgate or its Affiliates concerning
the Tollgate Contributed Assets. Tollgate shall not release or disclose any such
information  to any Person  other  than  Century,  the LLC and their  respective
authorized  representatives.  Notwithstanding the foregoing, the confidentiality
obligations of this Section shall not apply to information:

     (a) which Tollgate, as applicable,  is compelled to disclose by judicial or
administrative  process,  or, in the  opinion  of  counsel,  by other  mandatory
requirements of Law;

     (b) which can be shown to have been generally available to the public other
than as a result of a breach of this Section; or

     (c) which can be shown to have been provided to Tollgate, as applicable, by
a third party who obtained  such  information  other than from Tollgate or other
than as a result of a breach of this Section.

     4.5 Maintenance of Insurance. After the Closing, Tollgate will maintain any
policies  of  insurance  that cover  liabilities  associated  with the  Tollgate
Contributed  Assets prior to the  Closing;  provided,  that,  after the Closing,
Tollgate shall not be required to pay any additional premiums in respect of such
policies  or  maintain  in effect any  insurance  coverage  other than  coverage
disclosed on the Schedules hereto.

     4.6 Maintenance of, and Access to, Records.  After the  Contribution  Date,
Tollgate,  TV and KJE shall  provide  Century and the LLC with  access  (with an
opportunity to make copies),  during normal business hours,  and upon reasonable
notice,  to any records  relating to the Tollgate  Contributed  Assets which are
retained by it.  Tollgate,  TV and KJE shall preserve and maintain any books and
records relating to the Tollgate Contributed Assets and retained by Tollgate, TV
and KJE for at least three years after the Contribution Date.

     4.7 Non-Competition.

     (a) Period and Conduct.  As further  consideration  for the transfer of the
Tollgate Contributed Assets and the transactions contemplated by the Transaction
Documents,


                                       25
<PAGE>

during the period  commencing  on the  Contribution  Date and ending on the date
which is five years thereafter, John Zimpel shall not, directly or indirectly:

          (i)  directly  or  indirectly  engage in or  participate  as an owner,
     member, partner,  shareholder,  employee or agent of, or consultant for any
     business that competes with any of the principal business activities of the
     LLC or the Casino ("Restricted Business");

          (ii) solicit any employee of Century or the LLC or former  employee of
     Tollgate  hired by Century or the LLC to  terminate  his or her  employment
     relationship  with  Century  or  the  LLC  in  order  to  enter  into  such
     relationship on behalf of any Person that engages in a Restricted Business;
     or

          (iii)  use,  or   incorporate   or   otherwise   create  any  business
     organization  utilizing  any name which  uses,  the words  "Tollgate,  Pony
     Express,  Miner's Pick or Golden Rose" or which are confusingly  similar to
     such words.

     (b)  Territory.  John Zimpel,  directly or  indirectly,  shall refrain from
engaging  in the  activities  described  in this  Section  4.7 during the period
specified in Section 4.7(a) hereof in the State of Colorado.

     (c) Definition. John Zimpel shall be deemed to be competing with the LLC if
John Zimpel or any  Affiliate of John Zimpel is engaged or  participates  in any
activity or activities described in subsection (a) of this Section 4.7, directly
or indirectly, whether for its own account or for that of any other Person, firm
or corporation,  and whether as a shareholder,  partner or investor  controlling
any such entity or as principal, agent, representative,  proprietor, or partner,
or in any other capacity.

     (d) Remedies. Inasmuch as a breach, or failure to comply with, this Section
4.7 will cause serious and  substantial  damage to the LLC and Century,  if John
Zimpel  or any of his  Affiliates  should in any way  breach,  or fail to comply
with, the terms of this Section 4.7, the LLC and Century shall be entitled to an
injunction  restraining  John Zimpel and such Affiliates from any such breach or
failure.  All remedies  expressly  provided for herein are cumulative of any and
all other  remedies now existing at law or in equity.  The LLC and Century shall
each, in addition to the remedies herein  provided,  be entitled to avail itself
of all such other remedies as may now or hereafter exist at law or in equity for
compensation,  and for  the  specific  enforcement  of the  covenants  contained
herein. Resort to any remedy provided for hereunder or provided for by law shall
not  preclude  or bar the  concurrent  or  subsequent  employment  of any  other
appropriate remedy or remedies,  or preclude the recovery by the LLC and Century
of monetary damages and compensation.

     (e) Subsidiaries' Divisions and Affiliates. For the purpose of this Section
4.7, "Century" shall include its subsidiaries,  divisions and Affiliates as they
may exist  from time to time,  and "the LLC"  shall  include  its  subsidiaries,
divisions  and  Affiliates  as they may exist from time to time,  and any Person
deriving title to the goodwill of the Tollgate Contributed Assets from the LLC.


                                       26
<PAGE>

     (f)  Severability.  Each  subsection  of this  Section  4.7  constitutes  a
separate and distinct  provision hereof. In the event that any provision of this
Section  4.7 is finally  judicially  determined  to be invalid,  ineffective  or
unenforceable,  such determination shall apply only in the jurisdiction in which
such  adjudication  is made and every other  provision of this Section 4.7 shall
remain in full force and  effect.  The  invalid,  ineffective  or  unenforceable
provision shall, without further action by the parties, be automatically amended
to effect  the  original  purpose  and  intent of the  invalid,  ineffective  or
unenforceable provision; provided, however, that such amendment shall apply only
with respect to the operation of such provision in the  particular  jurisdiction
in which such adjudication is made.

     4.8 Discontinuance of Contributed Names.  Tollgate shall, no later than the
date  that is 30 days  after  the  Closing,  take  such  actions  and file  such
documents as shall be necessary to discontinue the use of the Contributed  Names
in connection with Tollgate's business operations.

     4.9 No  Shopping.  From the date  hereof  through  and until the earlier of
termination  of this  Agreement  or  Closing,  Tollgate  shall not and shall not
permit any of its  Affiliates  to,  and shall use its best  efforts to cause its
employees,  officers,  shareholders,  agents or  advisors  not to,  directly  or
indirectly,  (a) solicit,  initiate or  encourage  any  inquiries,  proposals or
offers from any Person  relating to any acquisition (or sublease as the case may
be) of the Tollgate  Contributed  Assets,  or any  securities of, or any merger,
consolidation or business combination with, Tollgate, or (b) with respect to any
effort or attempt by any other  Person to do or seek any of the  foregoing,  (i)
participate in any discussions or negotiations, (ii) furnish to any other Person
any information  with respect to, or afford access to the  properties,  books or
records of or relating to, Tollgate,  the Tollgate  Contributed Assets, or (iii)
otherwise  cooperate in any way with, or assist or participate in, or facilitate
or encourage any such effort. Tollgate shall promptly notify Century and the LLC
if any such  proposal  or offer or any  inquiry or contact  with any Person with
respect thereto is made.

     4.10 Further Assurances; Business Relationships; Assertion of Claims.
          ----------------------------------------------------------------

     (a) Tollgate shall use its best efforts to implement the provisions of this
Agreement,  and for such purpose Tollgate, at the request of Century or the LLC,
at or after the Closing, shall, without further consideration,  promptly execute
and  deliver,  or cause to be  executed  and  delivered,  to the LLC such deeds,
assignments,  bills of sale, Consents and other instruments in addition to those
required by this  Agreement,  in form and substance  satisfactory to Century and
the LLC, and take all such other  actions,  as Century or the LLC may reasonably
deem  necessary or desirable to implement any provision of this  Agreement or to
more  effectively  transfer,  convey and  assign to the LLC good and  marketable
title to, and to put the LLC in actual  possession and operating control of, all
of the Tollgate Contributed Assets, free and clear of all Liens except Permitted
Liens.

     (b) From and after the  Closing,  Tollgate  shall use its best  efforts  to
assist in the transfer to the LLC of the goodwill and reputation associated with
the  Tollgate  Contributed  Assets,  and  of  Tollgate's  personnel,  suppliers,
manufacturer's representatives,  franchisee and customer relationships. Tollgate
shall  use its best  efforts  to assure  that  Tollgate's  current  franchisees,
customers and suppliers shall continue to do business with the LLC in accordance

                                       27
<PAGE>

with the terms and for the periods of time set forth in any contract, agreement,
commitment or undertaking  (including the  Contracts),  whether oral or written,
and whether currently in effect or proposed to be entered into by Tollgate.

     4.11 Powers of Attorney.  Tollgate  shall  terminate at or prior to Closing
all powers of attorney granted by Tollgate relating to the Tollgate  Contributed
Assets,  other than those  relating  to service  of  process,  qualification  or
pursuant to governmental regulatory or licensing agreements.

                                    Article 5
            CONDITIONS TO OBLIGATION OF PARTIES TO CONSUMMATE CLOSING

     5.1  Conditions  to Century's  Obligations.  The  obligation  of Century to
consummate the transactions contemplated hereby is subject to satisfaction on or
prior to the Contribution Date of the following  conditions (any of which may be
waived by Century in writing):

     (a)  Covenants,   Representations  and  Warranties.   Tollgate  shall  have
performed  all  obligations  and  agreements  and  complied  with all  covenants
contained in this  Agreement to be performed  and complied  with by each of them
prior to or at the  Contribution  Date.  The  representations  and warranties of
Tollgate  set  forth  in  this  Agreement  shall  be  accurate  at and as of the
Contribution Date with the same force and effect as though made on and as of the
Contribution Date.

     (b) Consents.  All statutory  requirements  for the valid  consummation  by
Tollgate of the  transactions  contemplated  by this  Agreement  shall have been
fulfilled  and all Consents of all  Governmental  Authorities  and third parties
required  to be  obtained  (as  determined  by  Century)  in order to permit the
consummation  of  the  transactions   contemplated  hereby,   including  without
limitation licensing required by the Colorado Limited Gaming Act and regulations
thereunder,   shall  have  been  obtained  in  form  and  substance   reasonably
satisfactory to Century.  Tollgate shall have obtained any Consents  required in
connection  with the  execution,  delivery and  performance of this Agreement to
prevent a material  breach or default by  Tollgate  under any  contract to which
Tollgate is a party or for the  continuation  of any agreement to which Tollgate
is a party and which relates and is material to the Tollgate Contributed Assets.

     (c) Approval of Century and Century's  Stockholder.  The Board of Directors
of Century and the Board of Directors of its stockholder, Century Casinos, Inc.,
shall have given its final approval to the transactions  contemplated hereby and
all documents and agreements evidencing the same.

     (d) Due Diligence Completed.  Century shall have completed and, in its sole
and  exclusive  judgment,  be  satisfied  with the results of its due  diligence
investigation of Tollgate and the Tollgate Contributed Assets, including without
limitation satisfactory due diligence on the LLC's proposed development plan and
construction budget and on property tax issues pertaining to the LLC.

     (e)  Planned  Unit  Development.  Central  City shall have  approved of the
Casino project as a planned unit development.

                                       28

<PAGE>

     (f) Device Fee Rebate.  The LLC shall have an  agreement  with Central City
for a device fee rebate  totaling at least 70% of the fees due in  exchange  for
public use of the parking facility.

     (g) Century's  Approval of Funding and Opening of Casino.  The LLC shall be
in a position to close,  simultaneously with the Closing, debt financing to fund
the  construction  and opening of the Casino and the payment of  amendments  due
under the Agreement on terms and conditions acceptable to Century.

     (h) Traffic Terms.  There shall have been no material adverse  developments
regarding the highway  directly  connecting  I-70 with Central City, and Century
shall have  received  confirmation  that the roads and  traffic in Central  City
shall be laid out and have the same in, out and one-way flows as contemplated in
the traffic study provided to Century by Tollgate.

     (i) Environmental Matters. Tollgate shall have delivered to Century a Phase
II environmental  report, and the environmental  condition of the Property shall
be satisfactory to Century in its sole and exclusive judgment.

     (j) No Material  Adverse Effect.  There shall have been no Material Adverse
Effect since the date hereof.

     (k) No  Claims.  No Claim  challenging  the  legality  of,  or  seeking  to
restrain,  prohibit or materially modify,  the transactions  provided for in the
Transaction  Documents  shall have been  instituted and not settled or otherwise
terminated.

     (l) Legal  Matters.  All legal matters in connection  with the  Transaction
Documents and the transactions  contemplated thereby, and the form and substance
of all legal proceedings and of all papers,  instruments and documents delivered
hereunder or incidental hereto shall, in the reasonable  judgment of Century, be
satisfactory  to Century,  and if requested by Century,  to Faegre & Benson LLP,
counsel to Century.

     (m) Disclosure  Schedules.  Tollgate's Schedules to this Agreement shall be
satisfactory to Century in its sole and exclusive judgment.

     (n) Documents to be Delivered by Tollgate. The following documents shall be
delivered to Century and the LLC at or prior to the Closing by Tollgate:

          (i)  Conveyance   Documents.   Such  instruments  of  sale,  transfer,
     assignment, conveyance and delivery (including all vehicle titles), in form
     and substance  reasonably  satisfactory to counsel for Century  (including,
     without limitation, the Assignment Agreement and Warranty Deeds in form and
     substance  satisfactory to Century, as are required in order to transfer to
     the LLC good and marketable title to the Tollgate  Contributed Assets, free
     and clear of all  Liens  except  Permitted  Liens,  and the LLC shall  have
     received  a title  insurance  policy in form and  substance  acceptable  to
     Century from a title insurance company


                                       29
<PAGE>

     acceptable  to  Century  insuring  title to the Fee  Property  and the real
     property covered by the Gym Contract.

          (ii)  Lease  Agreements.  Assignments  of all  Lease  Agreements  with
     appropriate  lessor consents,  if necessary,  or the LLC shall have entered
     into lease  agreements  with such lessors for the respective  facilities in
     form satisfactory to the LLC and Century.

          (iii)  Limited  Liability  Company  Agreement.   Tollgate  shall  have
     executed and delivered the Limited Liability Company Agreement.

          (iv)  Opinion.  Opinion  of Holland & Hart LLP,  counsel to  Tollgate,
     dated as of the Contribution Date, attached hereto as Exhibit C.

          (v) Certificate.  Certificate of the Manager of Tollgate,  dated as of
     the Contribution Date, in form and substance  satisfactory to Century. (vi)
     Resolutions.  A certified  copy of  resolutions  of Tollgate's  manager and
     members  authorizing  the  execution,  delivery  and  consummation  of this
     Agreement and the transactions contemplated hereby.

          (vii) UCC Matters.  UCC  termination  statements and other  applicable
     documentation  necessary  to release any interest of any third party in the
     Tollgate Contributed Assets to the extent not relating to or arising from a
     Tollgate Contributed Liability or Permitted Lien.

          (viii) Records of Tollgate.  All contracts,  files,  documents,  data,
     records and  information of Tollgate  relating to the Tollgate  Contributed
     Assets, shall have been delivered to the LLC.

     (o) Documents to Be Delivered by the LLC. The following  documents shall be
delivered at the Closing by the LLC:

          (ix) Units.  The LLC shall have issued and  delivered to Century 6,500
     Units.

          (x) Century  Casino  Services  Agreement.  The LLC and an affiliate of
     Century  shall  have  duly  executed  and  delivered  the  Casino  Services
     Agreement in substantially the form of Exhibit B hereto.

     5.2  Conditions to Tollgate's  Obligations.  The  obligation of Tollgate to
consummate the transactions contemplated hereby is subject to satisfaction on or
prior to the Contribution Date of the following  conditions (any of which may be
waived by Tollgate in writing):

     (a) Covenants, Representations and Warranties. Century shall have performed
all obligations and agreements and complied with all covenants contained in this
Agreement  to be  performed  and  complied  with by  Century  prior to or at the
Contribution Date.


                                       30
<PAGE>

The  representations and warranties of Century set forth in this agreement shall
be accurate at and as of the Contribution Date with the same force and effect as
though made on and as of the Contribution Date.

     (b) Consents.  All statutory  requirements  for the valid  consummation  by
Century  of the  transactions  contemplated  by this  Agreement  shall have been
fulfilled  and all  Consents  of all  Governmental  Authorities  required  to be
obtained  in order to permit the  consummation  by  Century of the  transactions
contemplated  hereby,  including without  limitation  licensing  required by the
Colorado  Limited  Gaming  Act  and  regulations  thereunder,  shall  have  been
obtained.

     (c) No  Claims.  No Claim  challenging  the  legality  of,  or  seeking  to
restrain,  prohibit or materially modify,  the transactions  provided for in the
Transaction  Documents  shall have been  instituted and not settled or otherwise
terminated.

     (d) Legal  Matters.  All legal matters in connection  with the  Transaction
Documents and the transactions  contemplated thereby, and the form and substance
of all legal proceedings and of all papers,  instruments and documents delivered
hereunder or incidental hereto shall, in the reasonable judgment of Tollgate, be
satisfactory to Tollgate,  and if requested by Tollgate,  to Holland & Hart LLP,
counsel to Tollgate.

     (e) Documents to be Delivered by Century.  The following documents shall be
delivered at the Closing by Century:

          (i) Limited Liability Company  Agreement.  Century shall have executed
     and delivered the Limited  Liability Company Agreement in substantially the
     form of Exhibit A hereto.

          (ii) Century Casino Services Agreement.  An Affiliate of Century shall
     have  duly  executed  and  delivered  the  Casino  Services   Agreement  in
     substantially the form of Exhibit B hereto.

          (iii)  Certificate.  Certificate  executed  by an officer of  Century,
     dated as of the  Contribution  Date, in form and substance  satisfactory to
     Tollgate.

          (iv)  Opinion.  Opinion of Faegre & Benson  LLP,  counsel to  Century,
     dated as of the  Contribution  Date, in form and substance  satisfactory to
     Tollgate.

     (f) Documents to be Delivered by the LLC. The following  documents shall be
delivered at the Closing by the LLC:

          (i) Units.  The LLC shall have issued and delivered to Tollgate  3,500
     Units.

          (ii) Assignment and Assumption Agreement.  The LLC shall have executed
     and delivered the Assignment.

                                       31
<PAGE>

          (iii)  Century  Casino  Services  Agreement.  The LLC shall  have duly
     executed and delivered the Casino Services  Agreement in substantially  the
     form of Exhibit B hereto.

     5.3  Conditions  to the LLC's  Obligations.  The  obligation  of the LLC to
consummate the transactions  contemplated  hereby is subject to the satisfaction
on or prior to the Contribution Date of the conditions set forth in Sections 5.1
and 5.2 (any of which may be waived by Century or by Tollgate, as applicable).

                                    Article 6
                                 INDEMNIFICATION

     6.1  Indemnification by Tollgate,  TV and KJEl.  Tollgate,  TV and KJE (the
"Indemnitors")  jointly and severally agree that notwithstanding the Closing and
regardless of any  investigation  made at any time by or on behalf of Century or
of any information  Century may have in respect  thereof,  it will indemnify and
hold  harmless  Century and each  officer,  director,  and Affiliate of Century,
including, without limitation, any successor of Century from and against any and
all  damages,  losses,  claims,  actions,  assessment,   judgment,  liabilities,
demands,  charges,  suits,  penalties,  costs and expenses  (including,  without
limitation, interest, penalties, investigation costs, court costs and reasonable
accounting,  attorneys  and other  professional  fees and  expenses  incurred in
investigating  and preparing for any  litigation or  proceeding)  (collectively,
"Liabilities" and "Indemnifiable  Costs"), which any of such indemnified parties
may  sustain,  or to which any of such  indemnified  parties  may be  subjected,
arising out of (a) any  misrepresentation,  breach or default by the Indemnitors
of or  under  any of the  covenants,  agreements  or  other  provisions  of this
Agreement or any agreement or document executed in connection herewith;  (b) any
failure by the  Indemnitors  duly to perform  or  observe  any term,  provision,
covenant,  agreement  or  condition  in  this  Agreement  on  the  part  of  the
Indemnitors  to be  performed  or  observed;  (c)  any  noncompliance  with  the
provisions of any applicable  bulk sales Law; or (d) any liability or obligation
of the Indemnitors, other than Tollgate Contributed Liabilities,  arising out of
the ownership, lease, possession or operation of the Tollgate Contributed Assets
prior to the Closing,  whether or not disclosed  herein and  including,  but not
limited to, Tollgate  Retained  Liabilities and any Claim or Claims made against
Century arising out of liabilities or asserted liabilities of the Indemnitors or
any of their Affiliates.

     6.2  Indemnification by Century.  Century agrees that  notwithstanding  the
Closing and regardless of any investigation  made at any time by or on behalf of
Tollgate or of any information  Tollgate, TV or KJE may have in respect thereof,
it will  indemnify  and save and hold  Tollgate,  TV and KJE  harmless  from and
against any Indemnifiable  Costs, as defined above,  which Tollgate,  TV and KJE
may sustain or to which they may be  subjected  arising out of (a) any breach of
any  representation  or warranty made by Century pursuant to this Agreement;  or
(b) any  failure by Century  duly to  perform  or observe  any term,  provision,
covenant,  agreement or condition in this Agreement on the part of Century to be
performed or observed.

     6.3 Notice of Claim; Right to Participate in and Defend Third Party Claim.
          ---------------------------------------------------------------------

                                       32
<PAGE>

     (a) If any indemnified party receives notice of the assertion of any claim,
the  commencement  of any suit,  action or proceeding,  or the imposition of any
penalty or  assessment  by a third  party in respect of which  indemnity  may be
sought hereunder (a "Third Party Claim"),  and the indemnified  party intends to
seek indemnity hereunder,  then the indemnified party shall promptly provide the
indemnifying  party with prompt written notice of the Third Party Claim,  but in
any event not later than 30 calendar  days after receipt of such notice of Third
Party Claim. The failure by an indemnified party to notify an indemnifying party
of a  Third  Party  Claim  shall  not  relieve  the  indemnifying  party  of any
indemnification  responsibility  under this  Article  VI,  unless  such  failure
materially prejudices the ability of the indemnifying party to defend such Third
Party Claim.

     (b) The  indemnifying  party shall have the right to control  the  defense,
compromise  or  settlement  of the  Third  Party  Claim  with  its  own  counsel
(reasonably  satisfactory to the indemnified  party) if the  indemnifying  party
delivers written notice to the indemnified party within seven days following the
indemnifying  party's  receipt  of  notice  of the Third  Party  Claim  from the
indemnified  party  acknowledging  its  obligations to indemnify the indemnified
party with respect to such Third Party Claim in accordance with this Article VI,
and establishes  security in form and substance  reasonably  satisfactory to the
indemnified  party to secure the  indemnifying  party's  obligations  under this
Article VI with respect to such Third Party Claim;  provided,  however, that the
indemnifying  party shall not enter into any settlement of any Third Party Claim
which would impose or create any obligation or any financial or other  liability
on the  part of the  indemnified  party  if such  liability  or  obligation  (i)
requires  more than the payment of a  liquidated  sum, or (ii) is not covered by
the indemnification provided to the indemnified party hereunder. In its defense,
compromise or settlement of any Third Party Claim, the indemnifying  party shall
timely provide the indemnified  party with such information with respect to such
defense,  compromise or settlement as the indemnified  party shall request,  and
shall not assume any position or take any action that would impose an obligation
of any kind  on,  or  restrict  the  actions  of,  the  indemnified  party.  The
indemnified  party shall be entitled  (at the  indemnified  party's  expense) to
participate  in the defense by the  indemnifying  party of any Third Party Claim
with its own counsel.

     (c) In the  event  that  the  indemnifying  party  does not  undertake  the
defense,  compromise or  settlement  of a Third Party Claim in  accordance  with
subsection (b) of this Section.  The  indemnified  party shall have the right to
control the defense or  settlement of such Third Party Claim with counsel of its
choosing;  provided,  however,  that the  indemnified  party shall not settle or
compromise any Third Party Claim without the indemnifying  party's prior written
consent,  unless (i) the terms of such  settlement  or  compromise  release  the
indemnified  party or the  indemnifying  party from any and all  liability  with
respect to the Third Party Claim, or (ii) the indemnifying  party shall not have
acknowledged its obligations to indemnify the indemnified  party with respect to
such Third  Party  Claim in  accordance  with this  Article  VI and  established
security in form and substance reasonably  satisfactory to the indemnified party
to secure  the  indemnifying  party's  obligations  under  this  Article VI with
respect to such Third Party Claim. The indemnifying  party shall be entitled (at
the  indemnifying  party's  expense) to  participate in the defense of any Third
Party Claim with its own counsel.

                                       33
<PAGE>

     (d) Any indemnifiable claim hereunder that is not a Third Party Claim shall
be asserted by the indemnified  party by promptly  delivering  notice thereof to
the  indemnifying  party.  If the  indemnifying  party does not  respond to such
notice  within 60 days after its  receipt,  it shall  have no  further  right to
contest the validity of such claim.

     (e) Any amounts payable to Century  pursuant to this Article VI shall first
be offset  against the  $1,000,000  payable to Tollgate under Section 1.7(c) and
the amounts payable to Tollgate under Section 1.7(g).

                                    Article 7
                                   TERMINATION

     7.1 Termination.  This Agreement and the transactions  contemplated  hereby
may be terminated at any time prior to the Closing:

     (a) Mutual Consent. Upon the mutual written consent of all parties hereto;

     (b) Condition to Century's Obligations. By Century if any of the conditions
provided in Section 5.1 hereof shall not have been  satisfied,  complied with or
performed in any material respect on or before the Contribution Date and Century
has not  waived in  writing  such  failure of  satisfaction,  non-compliance  or
non-performance;

     (c)  Conditions  to  Tollgate's  Obligations.  By  Tollgate  if  any of the
conditions  provided  in  Section  5.2  hereof  shall not have  been  satisfied,
complied with or performed in any material respect on or before the Contribution
Date and  Tollgate  have not waived in  writing  such  failure of  satisfaction,
non-compliance or non-performance;

     (d) Contribution Date. By Tollgate or Century if the Closing shall not have
occurred on or before  December 4, 2004;  provided that if the Closing shall not
have  occurred by such date solely due to the delay in  obtaining  licensing  or
financing approval, such date shall be extended to not later than March 4, 2005,
provided that Century makes to Tollgate monthly payments in accordance with this
Section  7.1(d) of 65% (but not more than $26,650 in any calendar  month) of the
carrying  costs  directly  related  to  the  Tollgate   Contributed   Assets  (a
"Continuation  Payment").  Tollgate  shall  give  Century at least five (5) days
prior written notice of the amount of each monthly Continuation Payment. If this
Agreement has not been terminated by Century prior to December 3, 2004,  Century
may pay a  Continuation  Payment to Tollgate on December 3, 2004 and the Closing
shall be  extended  to January 4, 2005.  On January 4, 2005 and on  February  4,
2005,  Century  may  extend the  Closing  for an  additional  month by making an
additional  Continuation  Payment on each of those dates.  In the event  Century
elects to make the Continuation Payment, Tollgate shall pay the remaining 35% of
such carrying  costs.  In the event  Century,  after five (5) days prior written
notice from Tollgate,  fails to make a Continuation Payment, then this Agreement
shall terminate and all parties shall be released from any further obligation or
liability  hereunder except for matters which expressly  survive the termination
of this Agreement;

                                       34
<PAGE>

     (e) Tollgate  Misrepresentations or Breach. By Century, if there has been a
material  breach  by  Tollgate  of  any  of  its  representations,   warranties,
covenants,  obligations  or  agreements  set forth in this  Agreement  or in any
writing delivered pursuant hereto by Tollgate;

     (f) Century  Misrepresentations or Breach. By Tollgate, if there has been a
material breach by Century of any of its representations, warranties, covenants,
obligations  or  agreements  set  forth  in  this  Agreement  or in any  writing
delivered pursuant hereto by Century;

     (g) Court Order.  By Tollgate,  Century or the LLC if  consummation  of the
transactions contemplated hereby violates any non-appealable final order, decree
or  judgment  of  any  court  or   Governmental   Authority   having   competent
jurisdiction;  or

     (h) Material Adverse Effect. By Century, if it determines,  in its sole and
exclusive  judgment,  that  since the date of this  Agreement,  there has been a
Material   Adverse  Effect  or  that  the   consummation  of  the   transactions
contemplated  by the  Transaction  Documents  may result in a  Material  Adverse
Effect.

     7.2 Effect of  Termination.  If this  Agreement is  terminated  pursuant to
Section  7.1,  written  notice  thereof  shall  forthwith  be given to the other
parties  and this  Agreement  shall  thereafter  become void and have no further
force and effect and all further obligations of the parties under this Agreement
shall terminate without further  liability of the parties,  except that (a) each
party will  return all  documents,  workpapers  and other  material of any other
party  relating to the  transactions  contemplated  hereby,  whether so obtained
before or after the execution  hereof, to the party furnishing the same, and all
confidential  information  received  by any party  hereto  with  respect  to the
business of any other party shall be treated in accordance with Section 4.4; (b)
the  obligations  of  Tollgate,  Century and the LLC under  Sections 3.3 and 8.4
shall survive such termination;  and (c) such termination shall not constitute a
waiver by any party of any claim it may have for actual damages caused by reason
of, or relieve any party from liability for, any breach of this Agreement  prior
to termination under Section 7.1.

                                    Article 8
                                  MISCELLANEOUS

     8.1 Modifications;  Waiver.  Any amendment,  change or modification of this
Agreement shall be void unless in writing and signed by all parties  hereto.  No
failure or delay by any party hereto in exercising any right, power or privilege
hereunder,  and no course of dealing between or among any of the parties,  shall
operate  as a waiver of any such  right,  power or  privilege.  No waiver of any
default on any one occasion shall constitute a waiver of any subsequent or other
default.  No single or partial  exercise of any such right,  power or  privilege
shall preclude the further or full exercise thereof.

     8.2 Notices.  All notices and other  communications  hereunder  shall be in
writing  and  shall be  deemed  to have  been  duly  given  (a) when  personally
delivered,  (b) three  business  days after  mailed by  certified  mail,  return
receipt requested, postage prepaid, (c) when received or personally delivered if
sent via  Federal  Express or similar  overnight  courier  service,  or (d) when
transmitted and the appropriate telephonic  confirmation received if transmitted
by facsimile on a


                                       35
<PAGE>

business day and during normal business hours,  and otherwise,  on the following
business  day.  Such  notices  or  other  communications  shall  be  sent to the
following  addresses,  unless  other  addresses  are  subsequently  specified in
writing:

                           Century or the LLC:
                           ------------------

                           Century Casinos Tollgate Inc.
                           1263A Lake Plaza Dr.
                           Colorado Springs, CO 80906
                           Attention: Larry Hannappel
                           Fax No.: (719) 527-8300
                           Tel. No.: (719) 527-8301

                           With a copy to:

                           Faegre & Benson LLP
                           3200 Wells Fargo Center
                           1700 Lincoln Street
                           Denver, Colorado  80203-4532
                           Attention:  Douglas R. Wright, Esq.
                           Fax No.:   (303) 607-3500
                           Tel. No.:  (303) 607-3600

                           Tollgate, TV or KJE:
                           -------------------

                           2493 West Costilla Avenue
                           Littleton, Colorado  80120
                           Attention:  Mr. John Zimpel
                           Fax No.:  (303) 798-3890
                           Tel. No.: (303) 210-0523

                           with a copy to:

                           Holland & Hart LLP
                           555 Seventeenth Street
                           Suite 3200
                           Denver, CO 80202
                           Attention: Michael D. Martin, Esq.
                           Tel No.: 303-295-8000
                           Fax No.: 303-295-8261

     8.3 Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be deemed an  original  but all of which  counterparts  collectively
shall constitute one instrument.  Signatures may be exchanged by telecopy,  with
original signatures to follow. Each party hereto agrees that it will be bound by
its own telecopied  signature and that it accepts the  telecopied  signatures of
the other parties hereto.

                                       36
<PAGE>


     8.4 Expenses.  Each of the parties hereto will bear all costs,  charges and
expenses  incurred  by such  party in  connection  with this  Agreement  and the
consummation of the transactions contemplated herein.

     8.5 Binding  Effect;  Assignment.  This Agreement shall be binding upon and
inure to the  benefit of Century,  Tollgate  and the LLC,  and their  respective
representatives, successors, and permitted assigns, in accordance with the terms
hereof.  This  Agreement  shall not be assignable by Tollgate  without the prior
written consent of Century.  This Agreement shall be assignable by Century to an
Affiliate of Century without the prior written consent of Tollgate or the LLC.

     8.6 Governing Law. This Agreement  shall in all respects be governed by and
construed in accordance  with the laws of the State of Colorado,  without regard
to its conflicts of law doctrine.  The parties  hereto hereby agree to submit to
the personal jurisdiction of the state or federal courts located in the State of
Colorado.  Notwithstanding  the foregoing,  any party may initiate and prosecute
any legal  proceeding  or seek  enforcement  of any judgment in any proper court
having jurisdiction in the United States or elsewhere.

     8.7 Entire and Sole  Agreement.  This Agreement and the other schedules and
agreements  referred  to herein,  constitute  the entire  agreement  between the
parties hereto and supersede all prior agreements, representations,  warranties,
statements, promises, information, arrangements and understandings, whether oral
or written, express or implied, with respect to the subject matter hereof.

     8.8 Third  Parties.  Nothing  expressed  or  implied in this  Agreement  is
intended,  or shall be  construed,  to confer  upon or give any Person or entity
other than the parties  hereto any rights or remedies under or by reason of this
Agreement.

     8.9 Certain Definitions.

     (a) For purposes of this Agreement,  the term "Affiliate"  means any Person
that  directly,  or  indirectly  through  one  or  more  Persons,  controls,  is
controlled  by, or is under  common  control  with,  the  Person  specified  or,
directly or  indirectly,  is related to or  otherwise  associated  with any such
Person or entity. As used in this definition,  "control" (including,  with their
correlative meanings, the terms "controlled by" and "under common control with")
means the possession  directly or indirectly of the power to direct or cause the
direction of the management or policies of a Person (whether  through  ownership
of  securities  or  partnership  or other  ownership  interests,  by contract or
otherwise).

     (b) For purposes of this Agreement and of any other  Transaction  Document,
the phrase,  "to the best of Tollgate's  knowledge",  "Tollgate's  knowledge" or
similar phrases  (including  similar  phrases  applicable to TV or KJE) shall be
deemed to include all information that is actually known by John Zimpel, and the
phrase "to the best of Century's  knowledge",  "Century's  knowledge" or similar
phrases  shall be deemed to include all  information  that is actually  known by
Peter Hoetzinger.

                                       37
<PAGE>

     8.10  Remedies Not  Exclusive.  No remedy  conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy and
each remedy shall be  cumulative  and shall be in addition to every other remedy
given  hereunder  or  hereafter  existing  at law or in equity or by  statute or
otherwise. No remedy shall be deemed to be a limitation on the amount or measure
of damages resulting from any breach of this Agreement.  The election of any one
or more  remedies  shall not  constitute  a waiver of the right to pursue  other
available remedies.

     8.11 Gender and Number.  The  masculine,  feminine or neuter gender and the
singular or plural  number  shall each be deemed to include the others  whenever
the context so indicates.

     8.12 Invalid  Provisions.  If any provision of this  Agreement is deemed or
held to be illegal, invalid or unenforceable, this Agreement shall be considered
divisible and  inoperative as to such provision to the extent it is deemed to be
illegal,  invalid or  unenforceable,  and in all other  respects this  Agreement
shall remain in full force and effect; provided,  however, that if any provision
of this  Agreement  is deemed or held to be  illegal,  invalid or  unenforceable
there shall be added hereto  automatically a provision as similar as possible to
such  illegal,  invalid  or  unenforceable  provision  and be  legal,  valid and
enforceable.  Further,  should any provision contained in this Agreement ever be
reformed or  rewritten  by any judicial  body of  competent  jurisdiction,  such
provision as so reformed or rewritten shall be binding upon all parties hereto.

     8.13 Construction.  In the event any claim is made by any party relating to
any conflict,  omission or ambiguity in this Agreement, no presumption or burden
of  proof or  persuasion  shall be  implied  by  virtue  of the fact  that  this
Agreement  was  prepared  by or at the  request  of a  particular  party  or his
counsel.  Each of the parties agrees that they have had an opportunity to review
this  Agreement  and make  comments  and changes as they deem  appropriate  with
respect to the  provisions  hereof and that the language used in this  Agreement
will be deemed to be the language  chosen by the parties to express their mutual
intent.

     8.14 Headings.  The  descriptive  section  headings are for  convenience of
reference  only and shall not control or affect the meaning or  construction  of
any provision of this Agreement.

                          SIGNATURES ON FOLLOWING PAGE

                                       38
<PAGE>



     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed as of the date and year first above written.



                 CENTURY CASINOS TOLLGATE INC.



                  By: /s/ Peter Hoetzinger
                      --------------------
                          Peter Hoetzinger




                  CENTRAL CITY VENTURE, LLC

                  By: /s/ John Zimpel
                      ---------------
                          John Zimpel

                  Title: Managing Member
                         ---------------

                  By: /s/ E. Janvier Zimpel
                      ---------------------
                          E. Janvier Zimpel

                  Title: Managing Member
                         ---------------



                  CC TOLLGATE LLC



                  By:___________________________________________________________

                  Title:
                        --------------------------------------------------------



                  KJE INVESTMENTS, LLC



                  By: /s/ E. Janvier Zimpel
                      --------------------
                          E. Janvier Zimpel

                  Title: Managing Member
                         ---------------


                                       39
<PAGE>



                  TOLLGATE VENTURE, LLC



                  By: /s/ John Zimpel
                      ---------------
                          John Zimpel

                  Title:  Managing Member


                  By: /s/ E. Janvier Zimpel
                      ---------------------
                          E. Janvier Zimpel

                  Title:  Managing Member



                  Solely for Purposes of Section 4.7 hereof:


                  /s/ John Zimpel
                  ---------------
                      John Zimpel


                                       40
<PAGE>



                  EXHIBIT A

                  LIMITED LIABILITY COMPANY AGREEMENT

                  [ATTACHED]


                                       41
<PAGE>



                                            EXHIBIT B

                                            CASINO SERVICES AGREEMENT

                                            [ATTACHED]


                                       42
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10_133.txt
<DESCRIPTION>MATERIAL CONTRACT-LIMITED LIABILITY COMPANY AGMT
<TEXT>






- --------------------------------------------------------------------------------
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                 CC TOLLGATE LLC


                             ----------------------



                          DATED AS OF OCTOBER 12, 2004
- --------------------------------------------------------------------------------




<PAGE>




                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I DEFINITIONS; INTERPRETATION; CONSTRUCTION............................1

     Section 1.1   Defined Terms...............................................1
     Section 1.2   Interpretation..............................................6
     Section 1.3   Construction................................................7

ARTICLE II ORGANIZATIONAL MATTERS..............................................7

     Section 2.1   Matters Respecting Formation; Qualification.................7
     Section 2.2   Name........................................................7
     Section 2.3   Members.....................................................7
     Section 2.4   Place of Business...........................................7
     Section 2.5   Registered Agent and Registered Office......................7
     Section 2.6   Purpose.....................................................8
     Section 2.7   Duration....................................................8
     Section 2.8   Tax Status..................................................8
     Section 2.9   No Certificates; Records and Registration...................8

ARTICLE III MATTERS RESPECTING CAPITAL.........................................8

     Section 3.1   Capital Structure...........................................8
     Section 3.2   Capital Contributions.......................................9
     Section 3.3   Additional Capital Contributions............................9
     Section 3.4   Creation and Issuance of Additional Units or Securities....11
     Section 3.5   Right to Return of Capital.................................11
     Section 3.6   Capital Accounts...........................................11
     Section 3.7   Loans......................................................13

ARTICLE IV PROFIT AND LOSS................................................... 13

     Section 4.1   Allocations of Profit and Loss.............................13
     Section 4.2   Transfers..................................................13
     Section 4.3   Allocations Related to Certain Items.......................13
     Section 4.4   Special Allocations........................................14
     Section 4.5   Income Tax Allocation......................................15
     Section 4.6   Code Section 704(c)........................................16
     Section 4.7   Nonrecourse Liabilities....................................16
     Section 4.8   Negative Capital Accounts..................................16
<PAGE>


ARTICLE V DISTRIBUTIONS AND OTHER PAYMENTS TO UNITHOLDERS.....................16

     Section 5.1   Distributable Funds........................................16
     Section 5.2   Tax Distributions..........................................16
     Section 5.3   General Distribution Rules.................................16
     Section 5.4   Dissolution................................................17

ARTICLE VI MANAGEMENT OF THE COMPANY..........................................17

     Section 6.1   Management.................................................17
     Section 6.2   Limitations on Authority of the Manager and Officers.......18
     Section 6.3   Manager....................................................18
     Section 6.4   Compensation and Reimbursement of Manager..................18
     Section 6.5   Time Devoted by Manager....................................18
     Section 6.6   Officers...................................................18
     Section 6.7   Bank Accounts..............................................19
     Section 6.8   Insurance..................................................19
     Section 6.9   Company Meetings...........................................19

ARTICLE VII RIGHTS AND OBLIGATIONS OF UNITHOLDERS.............................20

     Section 7.1   Limitation on Liability....................................20
     Section 7.2   Priority and Return of Capital.............................20

ARTICLE VIII TRANSFER OF UNITS; WITHDRAWAL....................................20

     Section 8.1   Transfers and Withdrawals Generally........................20
     Section 8.2   Voluntary Transfers........................................21
     Section 8.3   Century Option.............................................22
     Section 8.4   Right of Approval..........................................22
     Section 8.5   Co-Sale Rights and Obligations.............................23
     Section 8.6   Purchase on Gaming Disqualification........................24

ARTICLE IX  ADDITIONAL AGREEMENTS.............................................24

     Section 9.1   Conversion.................................................24

ARTICLE X DISSOLUTION AND WINDING UP AFFAIRS..................................25

     Section 10.1  Dissolution................................................25
     Section 10.2  Winding Up.................................................25
     Section 10.3  Distributions upon Dissolution.............................26
     Section 10.4  Orderly Liquidation........................................26
     Section 10.5  Claims of Members..........................................26
                                      -ii-
<PAGE>


ARTICLE XI ACCOUNTING AND REPORTS.............................................26

     Section 11.1  Books and Records..........................................27
     Section 11.2  Tax Return; Tax Elections..................................27
     Section 11.3  Tax Matters Partner........................................28
     Section 11.4  Financial Information......................................28

ARTICLE XII LIABILITY, EXCULPATION AND INDEMNIFICATION........................28

     Section 12.1  Liability..................................................28
     Section 12.2  Exculpation................................................29
     Section 12.3  Duties and Liabilities of Covered Persons..................29
     Section 12.4  Indemnification............................................29
     Section 12.5  Expenses...................................................30
     Section 12.6  Insurance..................................................30
     Section 12.7  Outstanding Businesses.....................................30

ARTICLE XIII CONFIDENTIALITY AND NON-USE......................................30

     Section 13.1  Restrictions on Disclosure.................................30
     Section 13.2  Restrictions on Use........................................31
     Section 13.3  Violations.................................................31

ARTICLE XIV MISCELLANEOUS.....................................................31

     Section 14.1  Title to Company Property..................................31
     Section 14.2  Waiver of Partition and Dissolution Right..................31
     Section 14.3  Amendment..................................................31
     Section 14.4  Notices....................................................32
     Section 14.5  Governing Law..............................................32
     Section 14.6  Waiver of Jury Trial.......................................33
     Section 14.7  Further Assurances.........................................33
     Section 14.8  Conflicts..................................................33
     Section 14.9  Severability...............................................33
     Section 14.10 Waivers....................................................33
     Section 14.11 Creditors..................................................33
     Section 14.12 Binding Effect.............................................33
     Section 14.13 Entire Agreement...........................................33
     Section 14.14 Counterparts...............................................33
     Section 14.15 Electronic Transmissions...................................33
     Section 14.16 Counsel to Company.........................................34



                                     -iii-
<PAGE>





LIST OF EXHIBITS/SCHEDULES

     Schedule   A   Members, Capital Contributions, Initial Capital Account
                    Balances and Units




<PAGE>





                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                 CC TOLLGATE LLC


     This Limited  Liability  Company  Agreement of CC Tollgate  LLC, a Delaware
limited  liability  company  (the  "Company"),  is made and  entered  into as of
October 12, 2004,  by and among the initial  members of the Company as set forth
on the signature page hereof (the "Initial Members").

                                    ARTICLE I
                    DEFINITIONS; INTERPRETATION; CONSTRUCTION

     Section  1.1  Defined  Terms.  The  following  terms  have the  definitions
hereinafter  indicated  whenever  used in this  Agreement  with initial  capital
letters:

     "Accountants" shall have the meaning ascribed thereto in Section 11.1(c).

     "Act" mean the  Delaware  Limited  Liability  Company  Act,  6 Del.  C. ss.
18-101, et seq.

     "Adjusted Basis" shall mean, as of any date of determination, the Company's
adjusted  basis in any asset as of such date, as determined  for Federal  income
tax purposes pursuant to Section 1011 of the Code.

     "Affiliate"  shall mean, with respect to any Person,  any other Person who,
directly or indirectly,  controls or is controlled by or is under common control
with such first Person. As used in this definition,  "control" (including,  with
their correlative meanings,  the terms "controlled by" and "under common control
with") shall mean the possession, directly or indirectly, of the power to direct
or cause the  direction  of the  management  or  policies  of a Person  (whether
through ownership of securities or partnership or other ownership interests,  by
contract or otherwise).

     "Agreement" shall mean this Limited Liability Company Agreement.

     "Applicable  Law" shall mean each applicable law,  statute,  treaty,  rule,
code,  ordinance,   regulation,  consent,  certificate,  order,  interpretation,
exemption,  license and permit of any governmental  authority and each judgment,
decree, injunction, writ, order or like action of any court, arbitrator or other
administrative,  judicial  or  quasi-judicial  tribunal  or agency of  competent
jurisdiction (including any pertaining to health, safety or the environment).

     "Approved Sale" shall have the meaning ascribed thereto in Section 8.4(a).

     "Capital Account" shall mean, with respect to each Unitholder,  the capital
account established and maintained for such Unitholder pursuant to Section 3.6.
<PAGE>


     "Capital  Contribution"  shall mean, with respect to each Member,  all cash
and other  property  contributed  by such  Member to the  capital of the Company
pursuant to this Agreement.

     "Carrying  Value" shall mean, with respect to any asset, the Adjusted Basis
thereof; provided,  however, that the Carrying Value of any property contributed
to the Company or any property  revalued in accordance with Section 3.6(c) shall
be the Fair Market Value of such contributed or revalued property on the date of
contribution or revaluation,  reduced,  but not below zero, by all depreciation,
amortization  and similar expense charged to the  Unitholders'  Capital Accounts
pursuant to Section 3.6 with respect to such  property.  The  Carrying  Value of
each asset will be  increased  or  decreased  to reflect any  adjustment  to the
adjusted basis of the asset under Section 734(b) or 743(b) of the Code, but only
to the extent that the adjustment is taken into account in  determining  Capital
Accounts  under  Treasury  Regulation  Section  1.704-1(b)(2)(iv)(m);  provided,
however,  that the Carrying Value will not be adjusted under this  definition to
the extent  that an  adjustment  pursuant  to  Section  3.6(c) is  necessary  or
appropriate in connection with a transaction  that would otherwise  result in an
adjustment under this sentence.

     "Cause" shall mean the following acts or failure to act by the Manager:

     (i) filing a voluntary petition in bankruptcy or insolvency,  or a petition
for relief or reorganization under any bankruptcy or insolvency law;

     (ii) consenting to an involuntary  petition in bankruptcy or fail to vacate
any order approving an involuntary petition within sixty (60) days from the date
of entry thereof;

     (iii)  assigning for the benefit of its  creditors  all or any  substantial
part of its assets, or consenting to the appointment of a receiver,  liquidator,
custodian  or trustee in  bankruptcy  for the Manager of all or any  substantial
part of its assets;

     (iv) failing to  materially  perform or  materially  comply with any of the
covenants,  agreed terms or conditions contained in this Agreement applicable to
the Manager and such failure shall continue for a period of forty-five (45) days
after  written  notice  thereof  from the Company to the Manager  specifying  in
detail the nature of such  failure,  or, in the case such failure is of a nature
that it cannot,  with due diligence and good faith,  be cured within  forty-five
(45) days, if Manager  fails to proceed  promptly and with all due diligence and
in good faith to cure the same and  thereafter  to prosecute  the curing of such
failure to completion with all due diligence within ninety (90) days thereafter;

     (v) a final  nonappealable  judgment by a court of  competent  jurisdiction
that the Manager committed fraud; or

          (vi) the Manager becomes a Disqualified Holder.

     "Century" shall mean Century Casinos Tollgate Inc., a Delaware corporation.

     "Certificate"  shall mean the  Certificate  of  Formation of the Company as
filed with the Secretary of State of the State of Delaware on October 12, 2004.

                                       2
<PAGE>

     "Code" shall mean the United States Internal Revenue Code of 1986.

     "Company"  shall have the  meaning  ascribed  thereto  in the  introductory
paragraph and shall include any successor entities to the Company.

     "Contribution Agreement" means the Contribution Agreement dated October 12,
2004 among the Company and the Initial Members.

     "Covered Person" shall mean any Manager,  Member, officer or other employee
or agent of the Company (including the Liquidating Trustee) or its Affiliates.

     "Disqualified Holder" has the meaning described thereto in Section 8.6.

     "Distributable  Funds"  shall mean,  with  respect to any period,  all cash
receipts  (i)  derived by the  Company  from  normal  business  operations,  but
excluding  any amounts that are held by the Company as a collection  agent or in
trust for others or that are  otherwise  not  unconditionally  available  to the
Company,  (ii) received as proceeds from any Company  financing,  refinancing or
other  extraordinary  event  (including  cash  received  from the sale of all or
substantially  all  of  the  Company's   assets,   but  excluding  any  proceeds
attributable  to the  issuance  of equity  securities  by the  Company) or (iii)
withdrawn from reserves  during such period,  minus (w) all expenses (other than
depreciation and other similar noncash expenses) incurred incident to the normal
operation of the Company's  business,  (x) all capital  expenditures made during
such period,  (y) all payments of principal and interest made during such period
with  respect to Company  loans,  including  Member  Loans,  and (z) all working
capital and cash  reserves  that the Manager  deems  necessary for the needs and
operation of the Company's business.  Distributable Funds shall be determined in
accordance  with the cash receipts and  disbursements  method of accounting  and
otherwise in accordance with GAAP.

     "Fair Market  Value" shall mean,  with respect to any  property,  the value
that would be obtained  therefor  in an arm's  length  transaction  or sale (for
cash)  between an informed  and willing  purchaser  and an informed  and willing
seller,  neither being under any compulsion to buy or sell, which value shall be
determined in good faith by the Manager  unless  otherwise  provided  herein and
shall take into account Section 7701(g) of the Code.

     "Fiscal Year" shall mean the calendar year.

     "GAAP" shall mean United States generally  accepted  accounting  principles
consistently applied in effect from time to time.

     "Initial  Company  Equity"  shall mean the  Interest of each of the Initial
Members as a  percentage  of the Company,  determined  by dividing the number of
Units  held by each  Initial  Member by the  number of Units  held by all of the
Initial Members.

     "Initial   Members"  shall  have  the  meaning   ascribed  thereto  in  the
introductory paragraph.

                                       3
<PAGE>

     "Interest"  shall mean,  with respect to any Member,  such Member's  entire
ownership  interest  in the  Company  at any  particular  time  (which  shall be
represented  by Units),  including  such Member's  right to share in Profits and
Losses and to receive  distributions  pursuant to this Agreement and any and all
rights and  benefits  to which such  Member may be  entitled as provided in this
Agreement  and the Act,  together  with the  obligation of such Member to comply
with all the terms and provisions of this Agreement.

     "Issuance Items" shall have the meaning ascribed thereto in Section 4.3(b).

     "Liquidating  Trustee" shall have the meaning  ascribed  thereto in Section
10.2.

     "Loss" shall mean,  except as  otherwise  provided in Section  3.6(b),  the
taxable loss of the Company for any taxable year or portion thereof, as computed
for Federal  income tax purposes in accordance  with Section 703(a) of the Code.
For this purpose,  all items of income,  gain, loss or deduction  required to be
stated separately pursuant to Section 703(a)(1) of the Code shall be aggregated,
but there shall be excluded from such computation any item of income, gain, loss
or deduction which is specially allocated under Article IV hereof.

     "Manager" shall mean Century and any Person hereafter  elected as a Manager
of the Company as provided  in this  Agreement,  but does not include any Person
that  subsequently  ceases to be a Manager  pursuant to the  provisions  of this
Agreement.  In the case of any Manager that is not a natural person,  references
herein to the Manager  shall  include and mean such Person acting by and through
the duly authorized officers,  directors,  members, or managers (as appropriate)
of such Person.

     "Member"  shall  mean the  Initial  Members  and any other  Person  that is
hereafter admitted as a Member pursuant to the issuance of any new or additional
Units in  accordance  with  Section  3.3 and  Section 3.4 or pursuant to Section
8.2(b)  hereof,  but does not  include  any  Person  that  ceases to be a Member
pursuant to the provisions of this Agreement.

     "Minimum  Gain" shall have the meaning  ascribed  to  "partnership  minimum
gain" in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

     "Net Agreed  Value"  shall mean (i) in the case of a Capital  Contribution,
the Fair Market Value of the property  contributed to the Company reduced by any
indebtedness  secured by such  property  and assumed or taken  subject to by the
Company upon such  contribution  under Section 752 of the Code,  and (ii) in the
case of any property  distributed to a Unitholder,  the Fair Market Value of the
property  distributed  reduced by any indebtedness  secured by such property and
assumed or taken  subject to by such  Unitholder  upon such  distribution  under
Section 752 of the Code.

     "Participation  Notice" shall have the meaning  ascribed thereto in Section
3.3(a).

     "Person" shall mean an individual,  corporation, limited liability company,
partnership,   limited  partnership,   joint  venture,   trust,   unincorporated
organization or any other entity, including any United States, foreign, state or
local governmental entity or municipality or any

                                       4
<PAGE>

authority, department, commission, board, bureau, agency, court, instrumentality
or subdivision thereof.

     "Profit" shall mean,  except as otherwise  provided in Section 3.6(b),  the
taxable  income of the  Company  for any  taxable  year or portion  thereof,  as
computed for Federal  income tax purposes in accordance  with Section  703(a) of
the  Code.  For this  purpose,  all items of  income,  gain,  loss or  deduction
required to be stated separately pursuant to Section 703(a)(1) of the Code shall
be  aggregated,  but there shall be excluded from such  computation  any item of
income,  gain, loss or deduction  which is specially  allocated under Article IV
hereof.

     "Purchase Offer" shall have the meaning ascribed thereto in Section 8.4(a).

     "Regulatory  Allocations"  shall mean any allocation (or limitation imposed
on any  allocation)  of an item of income,  gain,  deduction or loss pursuant to
Section 4.4, such allocations (or limitations  thereon) set forth in Section 4.4
being directly or indirectly provided in Treasury Regulations  promulgated under
Section 704(b) of the Code.

     "Required  Interest"  shall mean, in connection with any vote or consent of
the Members or as the context otherwise requires, those Members holding at least
fifty  percent  (50%)  of the  Units  entitled  to vote  as of the  date of such
determination.

     "Selling Group" shall have the meaning ascribed thereto in Section 8.5(a).

     "Tax Liability"  means, for a Unitholder,  with respect to any Fiscal Year,
the product of (a) the aggregate amount of all Profits and separately  allocated
items of income and gain  allocated  to such  Unitholder  for such Fiscal  Year,
reduced by any  Losses  and  separately  allocated  items of loss and  deduction
allocated to such  Unitholder for prior Fiscal Years and not previously  applied
to reduce  Profits as described in this  sentence,  and (b) a percentage  (which
percentage shall be the same for each Member  regardless of such Member's actual
effective  State or  Federal  tax rates)  established  at the  maximum  marginal
Federal and state of Colorado individual tax rates in effect for the Fiscal Year
to which the  distribution  relates  or such  other  rate as the  Manager  shall
reasonably determine.

     "Tollgate"  shall mean  Central  City  Venture,  LLC,  a  Colorado  limited
liability company.

     "Transfer" means, with respect to any Unit, property,  asset or other right
or  interest,  (i) when used as a verb,  to sell,  assign,  transfer,  exchange,
distribute, devise, gift, grant a lien on, encumber or otherwise dispose of such
Unit, property,  asset or other right or interest,  in whole or in part, or (ii)
when used as a noun, the sale,  assignment,  transfer,  exchange,  distribution,
devise, gift, granting of a lien, encumbrance or other disposition of such Unit,
property,  asset or other right or interest, in whole or in part, in either case
whether pursuant to a sale, merger, combination, consolidation, reclassification
or otherwise, and whether voluntarily or by operation of law.

     "Treasury  Regulations" shall mean the United States Income Tax Regulations
promulgated under the Code.

                                       5
<PAGE>

     "Unitholder"  shall  mean  all  Persons  who  hold  Units  in the  Company,
regardless of whether they are Members.

     "Unitholder Loan" shall have the meaning ascribed thereto in Section 3.7.

     "Unitholder  Nonrecourse  Debt" shall have the meaning ascribed to "partner
nonrecourse debt" in Treasury Regulation Section 1.704-2(b)(4).

     "Unitholder  Nonrecourse Debt Minimum Gain" shall have the meaning ascribed
to  "partner  nonrecourse  debt  minimum  gain" in Treasury  Regulation  Section
1.704-2(i)(2).

     "Units"  shall  be the  unit of  measurement  for  determining  a  Person's
Interest  in the  Company,  with each Unit  evidencing  a  proportional  part of
certain  rights in the Company  during its  existence,  and in the assets of the
Company upon dissolution. All Interests in the Company shall be evidenced by and
Transferred with Units, which may be designated in one or more classes or series
and with such rights,  privileges,  preferences and limitations as determined by
the Manager.

     Section 1.2  Interpretation.  In this  Agreement,  unless a clear  contrary
intention appears:

     (a) the singular number includes the plural number and vice versa;

     (b) reference to any Person  includes such Person's  successors and assigns
but only if such  successors and assigns are not  prohibited by this  Agreement,
and reference to a Person in a particular  capacity  excludes such Person in any
other capacity or individually;

     (c) reference to any gender includes each other gender;

     (d)  reference to any agreement  (including  this  Agreement),  document or
instrument  means,  unless  specifically  provided  otherwise,  such  agreement,
document or instrument as amended or modified and in effect from time to time in
accordance with the terms thereof;

     (e) reference to the Act, Code or any other  Applicable  Law means,  unless
specifically  provided  otherwise,  such  Applicable  Law as amended,  modified,
codified, replaced or reenacted, in whole or in part, and in effect from time to
time,  including rules and regulations  promulgated  thereunder and reference to
any section or other provision of any Applicable Law means,  unless specifically
provided  otherwise,  that provision of such Applicable Law from time to time in
effect and constituting the substantive amendment,  modification,  codification,
replacement or reenactment of such section or other provision;

     (f) reference in this Agreement to any Article, Section, Appendix, Schedule
or Exhibit means such Article or Section hereof or Appendix, Schedule or Exhibit
thereto;

                                       6
<PAGE>

     (g)  "hereunder",  "hereof",  "hereto" and words of similar import shall be
deemed  references  to  this  Agreement  as a whole  and  not to any  particular
Article, Section or other provision thereof;

     (h) "including"  (and with correlative  meaning  "include") means including
without limiting the generality of any description preceding such term;

     (i) "or" is not exclusive;

     (j) relative to the determination of any period of time, "from" means "from
and including" and "to" means "to but excluding"; and

     (k) except as otherwise  provided herein,  all actions which any Person may
take and all determinations which any Person may make pursuant to this Agreement
may be taken and made at the sole and absolute discretion of such Person.

     Section  1.3  Construction.  In the  event  any  claim is made by any party
relating  to  any  conflict,   omission  or  ambiguity  in  this  Agreement,  no
presumption  or burden of proof or persuasion  shall be implied by virtue of the
fact that this Agreement was prepared by or at the request of a particular party
or his counsel.  Each of the parties agrees that they have had an opportunity to
review this  Agreement  and make  comments and changes as they deem  appropriate
with  respect  to the  provisions  hereof  and  that the  language  used in this
Agreement  will be deemed to be the  language  chosen by the  parties to express
their mutual intent.

                                   ARTICLE II
                             ORGANIZATIONAL MATTERS

     Section 2.1 Matters Respecting Formation; Qualification.
                 --------------------------------------------

     (a) The Members hereby ratify and in all respects  confirm the formation of
the Company  under the laws of the State of  Delaware  pursuant to the filing of
the Certificate. The Company shall exist on the terms and conditions and for the
purposes stated herein.  The Manager shall, from time to time,  execute and file
such other  certificates  and documents as it may deem  necessary or appropriate
with respect to the conduct of the business by the Company.

     (b) The  Manager  shall  cause  the  Company  to be  qualified,  formed  or
registered  under  assumed or fictitious  names  statutes or similar laws in any
jurisdiction   in  which  the   Company   transacts   business   in  which  such
qualification,  formation or registration is required or desirable.  The Manager
or an officer of the Company shall  execute,  deliver and file any  certificates
(and any  amendments  or  restatements  thereof)  necessary  for the  Company to
qualify to do  business  in any  jurisdiction  in which the  Company may wish to
conduct business.

     Section 2.2 Name. The name of the Company shall be CC Tollgate LLC.

     Section 2.3  Members.  The  Initial  Members of the Company are the Persons
executing  this  Agreement,  each of which is hereby,  or  previously  has been,
admitted to the Company as a


                                       7
<PAGE>

Member.  No  additional  Members  shall be admitted to the  Company,  except (i)
pursuant to the issuance of Units or securities  in accordance  with Section 3.3
and Section  3.4, or (ii)  pursuant  to a Transfer of Units in  accordance  with
Article VIII and, in connection  with such Transfer,  the consent of the Manager
if required in accordance with Section 8.2(b).

     Section 2.4 Place of Business.  The Company's  principal  place of business
shall be  [_______________________]  or other place as the Manager may from time
to time designate by notice to the Members.

     Section 2.5  Registered  Agent and Registered  Office.  Except as otherwise
designated  by the  Manager  from  time to time,  the name  and  address  of the
Company's registered agent for service of process in the State of Delaware shall
be [CT Corporation,  1209 Orange Street,  Wilmington,  Delaware 19801],  and the
registered  office of the Company in the State of  Delaware  shall be located at
such address.

     Section  2.6  Purpose.  The  purpose  of the  Company  shall be (i) to own,
develop,  construct  and operate a casino or casinos in Central  City,  Colorado
(the "Casino"); and (ii) to engage in the transaction of all lawful business for
which a limited liability company may be organized under the Act. In furtherance
of such purpose, the Company shall be empowered to engage in any lawful activity
for which a limited  liability  company may be formed under the Act and all acts
necessary,   appropriate,  proper  or  advisable  for,  or  incidental  to,  the
furtherance and accomplishment of the foregoing purposes.

     Section 2.7  Duration.  The term of the Company  commenced  on the date the
Certificate was filed with the Secretary of State of Delaware and shall continue
until it is dissolved in accordance  with the provisions of this Agreement or by
operation of law.

     Section 2.8 Tax  Status.  The  Members  intend  that the  Company  shall be
treated as a partnership  for Federal and state income tax purposes  rather than
as an association taxable as a corporation.

     Section 2.9 No Certificates; Records and Registration.
                 ------------------------------------------

     (a)  No  Certificates.  No  Unitholder  shall  be  entitled  to  receive  a
certificate  evidencing  the Units owned by such  Unitholder.  The Company shall
maintain a Unit register that shall evidence each Member's ownership of Units.

     (b) Rights of Registered Member. The Company shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of Units to
receive  distributions,  and to vote as such owner, and to hold liable for calls
and assessments a Person  registered on its books as the owner of such Units and
shall not be bound to recognize  any  equitable or other claim to or interest in
such Units on the part of any other Person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.

                                       8
<PAGE>

     (c)  Transfers.  Upon  surrender  to the  Company  of such  instruments  of
Transfer or other  documents  as the  Manager  may  require for the  transfer of
Units,  and provided that the Transfer is in  compliance  with the terms of this
Agreement, the Company shall record the transaction upon its books.

     (d) Record  Date.  In order that the  Company  may  determine  the  Members
entitled  to notice of or to  consent,  approve  or vote on any  matter,  or the
Unitholders  entitled to receive payment of any distribution or allotment of any
rights,  or  entitled  to  exercise  any rights in  respect of any other  lawful
action,  the Manager may fix, in advance, a record date, which shall not be more
than  sixty (60) nor less than ten (10) days  before the date of such  action or
event.

                                   ARTICLE III
                           MATTERS RESPECTING CAPITAL

     Section 3.1 Capital Structure.  The authorized capital of the Company shall
consist of 1,000,000  Units.  Each Member shall be entitled to one vote per Unit
held of record by such  Member on the  Company's  books as to matters  that come
before the Members for a vote.

     Section 3.2  Capital Contributions.
                  ----------------------

     (a)  Simultaneously  with the execution of this  Agreement,  Units shall be
issued to the Initial  Members in the  amounts  and in exchange  for the Capital
Contributions set forth on Schedule A, all of which Capital  Contributions shall
be paid contemporaneous  with the execution of this Agreement,  unless otherwise
provide in the Contribution Agreement.

     (b) The Members  shall be liable only to make their  Capital  Contributions
pursuant to Section  3.2(a) and no Member shall be required to lend any funds to
the  Company or,  after a Member's  Capital  Contributions  have been fully paid
pursuant to Section 3.2(a), to make any additional Capital  Contributions to the
Company pursuant to Section 3.3 or otherwise.  No Member shall have any personal
liability for the repayment of any Capital  Contributions of any other Member or
Unitholder.

     Section 3.3  Additional Capital Contributions.
                  ---------------------------------

     (a) If  additional  Capital  Contributions  are required by the Company (as
reasonably determined by the Manager),  the Manager shall give written notice to
the Members ("Participation Notice"). The Participation Notice shall specify the
amount of the Capital Contribution, and date such contribution is required. Each
Member  (other  than the  Manager if it is a Member)  must notify the Manager in
writing  within thirty (30) days of the receipt of the  Participation  Notice if
such Member wishes to contribute such capital.  If no written response  agreeing
to participate has been received by the Manager from a Member within such 30-day
period, the Member shall be deemed to have refused to participate. Capital shall
be  contributed  through the purchase of  additional  Units.  The Manager  shall
determine  the  number of Units to be  purchased  and the price per Unit,  which
shall be set forth in the Participation  Notice.  Members must agree to purchase
all or none of the Units allocable to such Member.  Each Member shall be offered
the opportunity to purchase a proportionate number of Units equal to

                                       9
<PAGE>

the total number of Units offered  multiplied by a fraction (i) the numerator of
which is the number of Units then owned by such Member and (ii) the  denominator
of which is the total number of Units owned by all  Members.  The closing of the
proposed  sale of Units to the Members  shall be on the closing  date and on the
terms and conditions stipulated in the Participation  Notice,  provided that the
Manager may extend the closing date specified in the  Participation  Notice to a
date that is not later than one hundred  twenty  (120) days from the date of the
Participation  Notice.  If the proposed sale is not completed within one hundred
twenty (120) days from the date of the Participation Notice, the Company may not
issue Units of the Company without again complying with this Section 3.3(a).

     (b) Notwithstanding anything to the contrary in Section 3.3(a), if Tollgate
refuses to  participate  after  receiving  a  Participation  Notice  pursuant to
Section 3.3(a):

          (i)  Century  may  elect,  in its  sole  discretion,  to fund all or a
     portion  of  Tollgate's  Capital  Contribution  as set forth in  Tollgate's
     Participation  Notice,  in which case Century  shall be issued a portion of
     the Units  corresponding  to such Capital  Contributions as detailed in the
     Participation  Notice  and  Tollgate  shall be issued the  remaining  Units
     corresponding to such Capital Contribution as detailed in the Participation
     Notice such that the  Initial  Company  Equity  held by  Tollgate  shall be
     reduced using the following table:


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


- ------------------------------------------------- -----------------------------
         Additional Capital Not                Reduction of Tollgate's Intitial
  Contributed by Tollgate Determined                Company Equity*
         on a Cumulative Basis
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
          xxxxx xxxx xxxxxxx                         xx xx xxxx
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
          xxxx xx xxxx xxxxxxx                       xx xx xxxx
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
          xxxx xx xxxx xxxxxxx                       xx xx xxxx
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
          xxxx xx xxxx xxxxxxx                       xx xx xxxx
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
          xxxx xx xxxx xxxxxxx                       xx xx xxxx
- -------------------------------------------------------------------------------
</TABLE>


          Such  issuance  of Units  shall  not  affect  the  respective  Capital
     Accounts  of Tollgate or Century.  Notwithstanding  the  foregoing,  if the
     primary purpose of the Capital Contribution is to improve the interest rate
     or terms of the  Company's  initial

- ------------------

     Determined  proportionately based on the ratio that capital not contributed
bears to $1.0 million.

                                       10
<PAGE>

     financing of up to $27.5 million to finance project  construction  from the
     terms proposed by Innovation  Capital as of the date of this Agreement,  no
     such dilution shall occur.

          (ii) If Century does not elect to fund all or a portion of  Tollgate's
     Capital  Contribution  as set  forth  in  Tollgate's  Participation  Notice
     pursuant to Section  3.3(b)(i),  the Manager,  in its sole discretion,  may
     elect either (x) to not issue  additional  Units to any Member  pursuant to
     Section 3.3(a) or (y) to issue  sufficient  Units to Tollgate  (despite its
     refusal to participate  after receiving a Participation  Notice pursuant to
     Section 3.3.(a)) such that Tollgate's Interest is not reduced.

     (c)  Notwithstanding   Section  3.3(a)  or  Section  3.3(b),  any  proposed
additional Capital  Contributions that cause the total equity contributed to and
funded  debt  issued by the  Company to exceed  [$47.9]  million  shall  require
Tollgate's  consent,  which shall not be unreasonably  withheld or delayed,  and
dilution percentages for a failure to participate in such Capital  Contributions
shall be negotiated in good faith by Tollgate and Century within sixty (60) days
of the date on which the Manager delivers a Participation Notice;  provided that
if Tollgate and Century are unable to agree on dilution percentages within sixty
(60) days  after the  Manager  delivers a  Participation  Notice,  the  dilution
percentages  for excess  Capital  Contributions  shall equal the  percentage set
forth in Section 3.3(b) hereof (with amounts in excess of $5.0 million  carrying
the same  dilution  of up to 2.0% as is set forth in the "$4.0  million  to $5.0
million" table in such section).

     Section 3.4  Creation  and  Issuance  of  Additional  Units or  Securities.
Subject to Section  3.3 with  respect to  additional  Capital  Contributions  by
current Members, to the extent applicable:

     (a) The Manager in its good faith  discretion  is  authorized  to cause the
issuance of additional Units,  including Units in one or more classes, or one or
more series of such classes,  which classes or series shall have, subject to the
provisions  of  Applicable  Law,  such  rights,  designations,  preferences  and
limitations  as may be fixed by the Manager,  including with respect to: (i) the
Capital  Contribution  to be  required  by each such class or  series;  (ii) the
allocation of Profits or Losses to each such class or series; (iii) the right of
each such  class or series to share in  distributions;  (iv) the  rights of each
such class or series upon  dissolution and  liquidation of the Company;  (v) the
price at which,  and the terms and  conditions  upon  which,  each such class or
series of Units may be redeemed by the  Company,  if any such class or series is
so redeemable;  (vi) the rate at which, and the terms and conditions upon which,
each such  class or series  may be  converted  into  another  class or series of
Units;  and (vii)  the  right of each  such  class or series to vote on, or take
action with  respect to,  Company  matters,  including  matters  relating to the
relative  rights,  preferences,  and privileges of such class or series,  to the
extent  permitted by Applicable Law, if any such class or series is granted such
voting rights.  Any purchaser of new or additional Units in accordance with this
Section 3.4 shall be admitted to the Company as a Member upon the  execution  of
such  subscription  and other  documents  as the  Manager  may  require and upon
receipt of the purchaser's Capital Contribution.

                                       11
<PAGE>

     (b) The Manager in its  reasonable  good faith  discretion is authorized to
cause the  issuance of any other type of  security  of the Company  from time to
time to Members  or other  Persons on terms and  conditions  established  by the
Manager.  Such securities may include  unsecured and secured debt obligations of
the  Company,  debt  obligations  of the Company  convertible  into  Units,  and
options, rights, or warrants to purchase any such Units.

     Section 3.5 Right to Return of Capital.  No Unitholder shall be entitled to
withdraw or reduce any part of its Capital  Contributions  to, or to receive any
distributions  from,  the  Company  except as  provided  in this  Agreement.  No
Unitholder  shall be  entitled  to demand or  receive  interest  on its  Capital
Contributions or on any balance in its Capital Account.

     Section 3.6  Capital Accounts.
                  -----------------

     (a) A separate Capital Account shall be maintained for each Unitholder. The
Capital Account of each Unitholder  shall be credited with (i) the amount of all
Capital  Contributions  made by such  Unitholder  pursuant  to this  Article III
(which  amount,  in the case of  property  (other  than cash)  contributed  by a
Unitholder  to the  Company  shall be the Net Agreed  Value  thereof),  (ii) all
Profit and each item of income and gain allocated to such Unitholder pursuant to
Article IV and (iii) any other amounts required by Treasury  Regulation  Section
1.704-1(b);  and debited  with (x) all Loss and each item of loss and  deduction
allocated  to such  Unitholder  pursuant to Article IV, (y) all cash and the Net
Agreed  Value of any  property  distributed  by the  Company to such  Unitholder
pursuant  to this  Agreement  and (z) any other  amounts  required  by  Treasury
Regulation  Section  1.704-1(b).   Notwithstanding   anything  to  the  contrary
contained herein, the Capital Account of a Unitholder shall be determined in all
events in  accordance  with the rules set forth in Treasury  Regulation  Section
1.704-l(b)(2)(iv).  To the  extent  that  any  provision  of this  Agreement  is
inconsistent   with   the   requirements   of   Treasury    Regulation   Section
1.704-l(b)(2)(iv), such Treasury Regulation shall control.

     (b) Profit or Loss for each Fiscal Year or other  period,  and each item of
income, gain, loss or deduction which is specially allocated pursuant to Article
IV hereof for any Fiscal Year or other period, shall be adjusted as follows:

          (i) The  computation  of all items of income and gain shall be made as
     to those  items  described  in Section  705(a)(1)(B)  of the Code,  without
     regard to the fact that such items are not  includible  in gross income for
     federal income tax purposes;

          (ii) All deductions for depreciation,  cost recovery,  amortization or
     similar items attributable to any property (other than cash) contributed by
     a Member to the Company or revalued  pursuant  to Section  3.6(c)  shall be
     determined  as if the  Adjusted  Basis  of  such  property  on the  date of
     contribution  or  revaluation  was  equal  to the  Carrying  Value  of such
     property on such date,  in  accordance  with  Treasury  Regulation  Section
     1.704-l(b)(2)(iv)(g);

          (iii) Any income, gain or loss attributable to the taxable disposition
     of an asset shall be determined by the Company as if the Adjusted  Basis of
     such asset as of such date of disposition  were equal to the Carrying Value
     of such asset as of such date;

                                       12

<PAGE>

          (iv) All expenses of the Company described in Section  705(a)(2)(B) of
     the Code or treated as expenditures under Section  705(a)(2)(B) of the Code
     pursuant  to Treasury  Regulation  1.704-1(b)(2)(iv)(i)  and not  otherwise
     allocated under Section 4.1 shall be treated as an item of deduction;

          (v) In the event of a revaluation  of any property in accordance  with
     Section 3.6(c),  the amount of such adjustment  shall be taken into account
     as gain  or loss  from  the  disposition  of such  asset  for  purposes  of
     computing Profits and Losses; and

          (vi) To the  extent an  adjustment  to the  adjusted  tax basis of any
     asset  pursuant to Section 734(b) or Section 743(b) of the Code is required
     pursuant to Section  1.704-1(b)(2)(iv)(m)  of the Treasury  Regulations  in
     determining  Capital  Accounts,  the  amount  of such  adjustment  shall be
     treated as an item of gain (if the  adjustment  increases  the basis of the
     asset) or loss (if the  adjustment  decreases  the basis of the asset) from
     the  disposition  of the asset and shall be taken into account for purposes
     of computing Profits or Losses.

     (c)  At  the  discretion  of  the  Manager,  the  Capital  Accounts  of the
Unitholders  may be  increased  or  decreased  to reflect a  revaluation  of the
Company  property  to Fair  Market  Value on the  Company's  books to the extent
permitted under Treasury Regulation Section 1.704-1(b)(2)(iv)(f).

     (d) A transferee of Units shall succeed to the Capital Account  relating to
the transferred  Units, and there shall be no adjustment to the Capital Accounts
as a result  of such  transfer  except  as  otherwise  required  under  Treasury
Regulation Section 1.704-1.

     (e) The manner in which Capital  Accounts are to be maintained  pursuant to
this Section 3.6 is intended to comply with the  requirements  of Section 704(b)
of the Code and the Treasury  Regulations  thereunder.  If in the opinion of the
Company's  accountants the manner in which Capital Accounts are to be maintained
pursuant to the  preceding  provisions of this Section 3.6 should be modified in
order to comply with  Section  704(b) of the Code and the  Treasury  Regulations
thereunder,  then,  notwithstanding  anything to the  contrary  contained in the
preceding  provisions of this Section 3.6, the method in which Capital  Accounts
are maintained shall be so modified;  provided,  however, that any change in the
manner of maintaining  Capital  Accounts shall not materially alter the economic
agreement between or among the Unitholders.

     (f) The Manager shall also: (i) make any adjustments  that are necessary or
appropriate to maintain equality between the Capital Accounts of the Unitholders
and the amount of capital  reflected on the Company's balance sheet, as computed
for book  purposes,  in  accordance  with  Section  1.704-1(b)(2)(iv)(q)  of the
Treasury Regulations,  and (ii) make any appropriate  modifications in the event
unanticipated  events might  otherwise  cause this  Agreement not to comply with
Section  1.704-1(b) of the Treasury  Regulations;  provided  that, to the extent
that any such adjustment is inconsistent with other provisions of this Agreement
and would have a material  adverse  effect on any  Unitholder,  such  adjustment
shall require the consent of such Unitholder.

                                       13
<PAGE>

     Section 3.7 Loans. In the event the Manager shall reasonably determine,  at
any time, that the Company requires additional funds for development, operations
or capital  expenditures,  the Manager shall have the right to cause the Company
to borrow additional funds from a third-party lender or from any Unitholder upon
such market terms and conditions as the Manager deems reasonable and appropriate
under the  circumstances.  The Members  hereby  approve the  Company's  proposed
borrowing of up to $27.5 million to finance project construction.  Any loan made
by a Unitholder  or its  Affiliates  pursuant to this  Section 3.7  ("Unitholder
Loan") must be on terms that are not less  favorable  to the Company  than terms
reasonably  available from an unrelated  third party,  shall not be treated as a
Capital  Contribution and payments of principal and interest on Unitholder Loans
shall not be considered distributions.

                                   ARTICLE IV
                                 PROFIT AND LOSS

     Section 4.1  Allocations  of Profit and Loss.  After  giving  effect to the
provisions  of Section 4.3 and Section 4.4,  the Profits and Losses,  if any, of
the Company  for any Fiscal Year shall be  allocated  among the  Unitholders  in
proportion to their Units.

     Section 4.2 Transfers.  To the extent  permitted by Applicable  Law, in the
event of a transfer of Units during a taxable  year,  the Company  shall make an
interim  closing of its books (or, at the election of the applicable  transferor
and  transferee  and with the consent of the  Manager,  utilize any other method
permitted  under  Section  706 of the  Code) for  purposes  of  determining  the
allocations and distributions required under this Agreement.

     Section 4.3  Allocations Related to Certain Items.
                  -------------------------------------

     (a)  Notwithstanding  the  provisions of Section 4.1, in the event that any
fees,  interest or other amounts paid or payable to any  Unitholder or Affiliate
thereof are deducted by the Company in reliance on Sections  707(a) or 707(c) of
the Code, and such fees,  interest or other amounts are disallowed as deductions
to the Company and are recharacterized as Company distributions,  there shall be
allocated  to  such  Unitholder's  Capital  Account,  prior  to the  allocations
provided in Section 4.1, an amount of Company gross income for the year in which
such fees, interest or other amounts are treated as Company  distributions equal
to such fees, interest or other amounts so treated as distributions.

     (b) Any income,  gain,  loss or deduction  realized as a direct or indirect
result  of the  issuance  of Units by the  Company  to a Member  (the  "Issuance
Items")  shall  be  allocated  among  the  Unitholders  so that,  to the  extent
possible,  the net  amount  of such  Issuance  Items,  together  with all  other
allocations  under this Agreement to each  Unitholder  shall be equal to the net
amount that would have been  allocated to each such  Unitholder  if the Issuance
Items had not been realized.

     Section 4.4  Special Allocations.
                  --------------------

     (a) Solely for purposes of  determining a Unitholder's  Capital  Account in
applying  the  provisions  of this Section  4.4,  the  anticipated  adjustments,
allocations and


                                       14
<PAGE>

distributions       described      in      Treasury      Regulation      Section
1.704-l(b)(2)(ii)(d)(4)-(6)  shall be taken into  account,  and each  Unitholder
shall be deemed  obligated to restore any deficit in its Capital  Account to the
extent of the sum of its share of the Minimum Gain,  as  determined  pursuant to
Treasury  Regulation  Section  1.704-2(g),  and  its  share  of  the  Unitholder
Nonrecourse  Debt Minimum Gain, as  determined  pursuant to Treasury  Regulation
Section 1.704-2(i)(5).

     (b)  Notwithstanding  any other provision of this Article IV, no allocation
of  Loss,  or  other  allocation  of loss  or  deduction,  shall  be made to any
Unitholder if such allocation would result in such Unitholder  having a negative
balance in its Capital Account at the close of such year in excess of the amount
it would be required to restore on a liquidation  of the Company at the close of
such year. Any Loss (or other loss or other deduction) which cannot be allocated
to a Unitholder  pursuant to the  restrictions  contained in this Section 4.4(b)
shall be  allocated to the other  Unitholders  of the Company (to the extent not
inconsistent  with the  restrictions  of this Section 4.4(b)) in accordance with
the ratio of their then respective Capital Account balances.

     (c)  Notwithstanding  any other  provision of this Article IV, in the event
any Unitholder  unexpectedly receives an adjustment,  allocation or distribution
described   in  clause  (4),   (5)  or  (6)  of  Treasury   Regulation   Section
1.704-1(b)(2)(ii)(d)  that results in such Unitholder  having a negative balance
in its Capital Account at the close of such year in excess of the amount that it
is deemed  obligated to restore on a liquidation  of the Company at the close of
such year,  or for any other  reason has a deficit  Capital  Account  balance in
excess of such amount,  such  Unitholder  shall be  allocated  Profit (and other
income and gain) in an amount and manner  sufficient to eliminate such excess as
promptly as possible.

     (d)  In  accordance  with  and  pursuant  to  Treasury  Regulation  Section
1.704-2(i)(1),  all partner nonrecourse  deductions (as defined in that Treasury
Regulation) shall be allocated to the Unitholder that bears the economic risk of
loss on the  Unitholder  Nonrecourse  Debt  giving  rise to such  deductions  as
determined under that Treasury  Regulation.  Beginning in the first taxable year
in which there are  allocations  of  "nonrecourse  deductions"  (as described in
Section  1.704-2(b)  of the  Treasury  Regulations),  such  deductions  shall be
allocated to the  Unitholders  in the same manner as Loss is allocated  for such
period.

     (e) In  accordance  with  and  pursuant  to  Treasury  Regulation  Sections
1.704-2(f) and 1.704-2(i)(4)  (and subject to the exceptions set forth therein),
if there is a net decrease in either Minimum Gain or Unitholder Nonrecourse Debt
Minimum  Gain  or both  during  any  taxable  year,  all  Unitholders  shall  be
allocated,  before any other  allocation is made of Profit (and other income and
gain) or Loss (or other  loss or  deduction)  for such  taxable  year,  items of
income and gain for such year (and, if necessary, subsequent years) in an amount
equal to the  Unitholder's  share in the decrease in Minimum Gain or  Unitholder
Nonrecourse  Debt Minimum Gain, as  determined  pursuant to Treasury  Regulation
Sections l.704-2(g)(2) and 1.704-2(i)(4).

     (f) To the extent an  adjustment  to the  adjusted tax basis of any Company
asset pursuant to Section 734(b) or 743(b) of the Code is required,  pursuant to
Treasury

                                       15
<PAGE>

Regulation Sections  1.704-1(b)(2)(iv)(m)(2) or  1.704-1(b)(2)(iv)(m)(4),  to be
taken  into  account  in  determining  Capital  Accounts,  the  amount  of  such
adjustment  to  Capital  Accounts  shall be  treated  as an item of gain (if the
adjustment  increases  the  basis  of the  asset)  or loss  (if  the  adjustment
decreases such basis), and such gain or loss shall be specially allocated to the
Unitholder  or  Unitholders  to whom such  adjustment  relates as  determined in
accordance with such Treasury Regulations.

     (g) It is the intent of the parties to this  Agreement  that the Regulatory
Allocations  provided  herein  satisfy  the  requirements  of  certain  Treasury
Regulations  under Section  704(b) of the Code. It is further  intended that the
allocations  under this Article IV shall effect an allocation for Federal income
tax purposes in a manner  consistent  with Section 704(b) of the Code and comply
with any limitations or restrictions  therein and, to the extent possible,  that
any allocations  pursuant to this Section 4.4 shall be offset with other special
allocations of income,  gain,  loss of deduction in whatever  manner the Manager
reasonably  and  in  good  faith  determines  so  that,  after  such  offsetting
allocations  are made,  each  Unitholder's  Capital  Account  balance is (to the
extent possible) equal to the Capital Account balance such Unitholder would have
had if the  allocations  pursuant  to this  Section  4.4  were  not part of this
Agreement  and all items of income,  gain,  loss and  deduction  were  allocated
pursuant to Section 4.1. In exercising  its  discretion  under this Section 4.4,
the Manager shall take into account future Regulatory Allocations that, although
not yet made, are likely to offset other Regulatory Allocations previously made.
If for any reason the allocations  contained in this Agreement conflict with the
Treasury  Regulations  promulgated  under  Section 704 of the Code,  the Members
acknowledge that such Treasury Regulations shall control.

     Section 4.5 Income Tax Allocation.  For federal, state and local income tax
purposes,  except as  otherwise  provided in Section  4.6,  each item of income,
gain,  loss,  deduction and credit of the Company  shall be allocated  among the
Unitholders in accordance with the  corresponding  book  allocations  thereof as
provided in Section 4.1 though Section 4.4.

     Section  4.6 Code  Section  704(c).  Under  Section  704(c) of the Code and
Treasury Regulation Section 1.704-3,  income,  gain, loss,  deduction and amount
realized  with respect to any asset  contributed  to the capital of the Company,
solely for federal income tax purposes, shall be allocated among the Unitholders
so as to take into  account any  variation  between the  Carrying  Value of such
property and its  Adjusted  Basis at the time of  contribution.  If the Carrying
Value of any asset is adjusted under Section 3.6(c),  subsequent  allocations of
income, gain, loss, deduction and amount realized, solely for federal income tax
purposes,  shall be allocated  among the  Unitholders so as to take into account
any variation between the Carrying Value of such property and its Adjusted Basis
at the time of  revaluation  as adjusted in the manner  required  under Treasury
Regulation Section  1.704-3(a)(6).  The allocations required by this Section 4.6
shall  be  made  using  the  traditional  method  as  permitted  under  Treasury
Regulation Section 1.704-3.

     Section 4.7 Nonrecourse  Liabilities.  For purposes of Treasury  Regulation
Section   1.752-3(a)(3),   the  Unitholders   agree  that  "excess   nonrecourse
liabilities" of the Company (as

                                       16
<PAGE>

defined in Treasury Regulation Section  1.752-3(a)(3)) shall be allocated to the
Unitholders in proportion to their Units.

     Section  4.8  Negative  Capital  Accounts.  No  Unitholder  shall  have any
obligation to make any  contribution  to the capital of the Company with respect
to any deficit in its Capital Account,  and such deficit shall not be considered
a debt owed to the Company or to any Person for any purpose whatsoever.

                                    ARTICLE V
                 DISTRIBUTIONS AND OTHER PAYMENTS TO UNITHOLDERS

     Section 5.1 Distributable  Funds.  Except as otherwise  provided in Section
5.2, it is not anticipated that the Company will distribute cash or other assets
to the Unitholders on a regular basis; however, if the Company has Distributable
Funds that the Manager  determines in its sole discretion  should be distributed
to the Unitholders, such Distributable Funds of the Company shall be distributed
among the Unitholders in proportion to their Units.

     Section  5.2 Tax  Distributions.  Except to the extent  prohibited  by loan
agreement  covenants or other agreements,  within ninety (90) days after the end
of each Fiscal Year, the Company shall  distribute to each Unitholder cash in an
amount equal to such  Unitholder's  Tax Liability for the preceding Fiscal Year,
and any such  distribution  under this  Section  5.2 shall  reduce  and  applied
against the distributions to be made in accordance with Section 5.1.

     Section 5.3  General Distribution Rules.
                  ---------------------------

     (a) No Unitholder may compel a  distribution  in kind by the Company or may
be compelled to accept a  distribution  of any asset in kind from the Company to
the  extent  that the  percentage  of the  asset  distributed  to it  exceeds  a
percentage of that asset which is equal to the  percentage in which it shares in
distributions from the Company.

     (b) The  Company  shall at all  times be  entitled  to make  payments  with
respect to any Unitholder in amounts required to discharge any obligation of the
Company to withhold or make payments to any governmental  authority with respect
to any  federal,  state,  local or other  jurisdictional  tax  liability of such
Unitholder arising as a result of such Unitholder's interest in the Company. Any
such  withholding  payment  shall  be  charged  to the  Capital  Account  of the
Unitholder  subject to such  withholding and shall reduce the amounts  otherwise
distributable to such Unitholder hereunder.

     (c) Except as otherwise provided herein, all distributions of Distributable
Funds  pursuant to this Article V shall be  distributed  to the  Unitholders  in
proportion to their Units.

     Section  5.4  Dissolution.   Notwithstanding   Section  5.1  hereof,   upon
dissolution of the Company all  distributions  of  Distributable  Funds shall be
made in accordance with Section 10.3 hereof.

                                       17
<PAGE>

                                   ARTICLE VI
                            MANAGEMENT OF THE COMPANY

     Section 6.1  Management.
                  -----------

     (a) The  business  and  affairs  of the  Company  shall be  managed  by the
Manager.  The  Manager,  on behalf of the  Company,  may assign and delegate the
rights,  duties and  responsibilities  under this  Article VI to an Affiliate of
Century  or any  other  Person  in  accordance  with the  terms of a  Management
Agreement approved by a Required Interest (the "Casino  Management  Agreement").
Except as otherwise  provided by nonwaivable  provisions of Applicable Law or by
this Agreement,  the Manager shall have full and complete  authority,  power and
discretion  to manage and control the  business,  affairs and  properties of the
Company, to appoint the officers of the Company, to make all decisions regarding
those matters and to perform any and all other acts or  activities  customary or
incident to the management of the business of the Company.

     (b) Any  action  taken  by the  Manager  on  behalf  of the  Company  shall
constitute the act of, and shall serve to bind, the Company, as the case may be,
pursuant to this Article VI. In dealing with the Manager acting on behalf of the
Company and in  furtherance  of the business of the Company,  no Person shall be
required to inquire into the  authority of the Manager to bind the Company,  and
such Person shall be entitled to rely conclusively on the power and authority of
the Manager as set forth in this Agreement.

     (c)  Except as  otherwise  provided  herein,  the  Manager  shall  have the
authority   to  delegate  to  the  officers  of  the  Company  such  duties  and
responsibilities  as  the  board  of  directors  of a  Delaware  corporation  is
permitted under the Delaware General Corporation Law to delegate to the officers
of such corporation.

     (d)  Unless   authorized   to  do  so  by  the  Manager  in   writing,   no
attorney-in-fact,  employee or agent of the  Company  (other than the Manager or
any duly appointed officers of the Company) shall have any power or authority to
bind the  Company  in any way,  to  pledge  its  credit  or to  render it liable
financially for any purpose.

     (e) The Unitholders  shall have no right to control or manage,  or take any
part in the control or management of, the property,  business, or affairs of the
Company, except for the right to approve certain matters as provided herein.

     Section  6.2   Limitations  on  Authority  of  the  Manager  and  Officers.
Notwithstanding  any other provision of this Agreement,  neither the Manager nor
the officers shall take action upon the following  matters unless and until such
action has been  approved by  majority  in  interest  of Members  other than the
Manager if then a Member:

     (a) Any activity that is not consistent with the purposes of the Company as
set forth in Section 2.6 hereof;

     (b) Any act in contravention of this Agreement; or

                                       18
<PAGE>

     (c) A material change in the nature of the business of the Company.

     Section  6.3  Manager.  Century  shall  serve as the Manager of the Company
until such time as it is  dissolved,  resigns or is removed.  Any Manager may be
removed  with or  without  Cause,  and a new  Manager  selected,  by a  Required
Interest.  Notwithstanding the preceding sentence,  any Manager that is a Member
may be removed for Cause, and a new Manager selected,  by a majority in interest
of Members  other than the  Manager if then a Member.  If a Manager is a Member,
the removal or resignation of such Manager shall not affect the Manager's rights
as a Member and shall not constitute a withdrawal of such Member.

     Section 6.4 Compensation and Reimbursement of Manager.  So long as a Casino
Management  Agreement is in effect,  the Manager shall not receive  compensation
for its services to the Company. If no Casino Management Agreement is in effect,
the Manager shall receive reasonable  compensation for its services. The Manager
shall be  reimbursed  for its  reasonable  expenses  incurred  on  behalf of the
Company.

     Section 6.5 Time  Devoted by Manager.  The Manager  shall  devote  whatever
time,  effort and skill it shall deem  necessary to the operation of the Company
and shall not be obligated to devote all of its time or business  efforts to the
affairs of the Company.

     Section 6.6  Officers.
                  ---------

     (a)  Officers  of the  Company  may be  appointed  from time to time by the
Manager. No officer need be a Member or an officer of the Manager.  Any officers
so designated  shall have such  authority and perform such duties as the Manager
may,  from time to time,  delegate to them.  The  Manager  may assign  titles to
particular  officers and, unless the Manager decides otherwise,  if the title is
one commonly used for officers of a Delaware corporation, the assignment of such
title shall  constitute  the  delegation  to such officer of the  authority  and
duties that are normally associated with that office.

     (b) Each officer shall hold office until his  successor is duly  designated
and  qualified  or until  his death or until he  resigns  or is  removed  by the
Manager  with or without  cause.  Any number of offices  may be held by the same
Person.  The  salaries or other  compensation,  if any,  of the  officers of the
Company shall be fixed from time to time by the Manager.

     Section 6.7 Bank  Accounts.  The Manager and officers  shall  establish and
maintain one or more separate bank and investment  accounts and arrangements for
funds of the Company in the name of the Company with financial  institutions and
firms that the Manager  shall  determine.  The Manager  and  officers  shall not
commingle the Company's funds with the funds of any other Person.

     Section 6.8 Insurance.  The Manager shall cause the Company to keep insured
by financially sound and reputable  insurers all property of a character usually
insured, and carry such other insurance usually carried, by companies engaged in
the same or similar business

                                       19
<PAGE>

similarly  situated as the Company,  in such  amounts,  for such coverage and at
such times as may be prudent under the circumstances.

     Section 6.9  Company Meetings.
                  -----------------

     (a) Regular  meetings of the Members  shall not be held;  however,  special
meetings of the Members  shall be held at such times as the Manager may request,
such meetings to be held at the principal place of business of the Company or at
such other  place as the Manager may  determine.  A notice with  respect to each
such  meeting  containing  the  place and date  thereof  and a  proposed  agenda
therefor  shall be given to each Member no earlier  than thirty (30) days and no
later than two (2) days prior to the  scheduled  date of such meeting  (although
each Member  shall be  entitled  to waive such  notice and raise  issues at such
meeting  relating to the business and  operations  of the Company,  even if such
issues are not set forth in the  agenda).  In  addition,  Tollgate may request a
special  meeting of the Members not more  frequently  than  annually on not more
than thirty (30) days advance notice to the Members. The presence of a Member at
a meeting  shall  constitute  waiver of any notice  required to have been given.
Members may  participate  in a meeting of the  Company by means of a  conference
telephone   or  similar   communications   equipment   permitting   all  persons
participating in such meeting to hear each other at the same time. Participation
in a meeting by such means shall constitute presence in person at such meeting.

     (b) The holders of a majority  of the  outstanding  Units  entitled to vote
present in person or by conference telephone or similar communications equipment
shall constitute a quorum for the transaction of business at all meetings of the
Members;  provided that such quorum shall include Tollgate unless Tollgate fails
to attend two consecutive  meetings (or  adjournments  thereof),  in which event
Tollgate's  presence shall not be required for the next meeting (or  adjournment
of a called  meeting).  At any  meeting  of the  Members  at  which a quorum  is
present,  a  majority  of votes  properly  cast by the  Members  (or their  duly
authorized  proxies) upon any question shall decide the question,  except in any
case where a larger vote is required in accordance with this Agreement.

     (c) Any action  required or permitted to be taken at any special meeting of
Members may be taken  without a meeting,  without  prior  notice,  and without a
vote,  if a consent or consents in writing,  setting  forth the action so taken,
shall be signed by a Required  Interest.  Every  written  consent shall bear the
date of  signature of each Member who signs the  consent.  Prompt  notice of the
taking of any action by Members without a meeting by less than unanimous written
consent  shall be given by the  Company to those  Members who did not consent in
writing  to the  action;  provided,  however,  that  the  Company  shall  not be
prohibited from taking the action so approved  pending or following the delivery
of such notice.

     (d) Minutes of any meeting shall be taken and distributed to all Members.

                                       20
<PAGE>

                                   ARTICLE VII
                      RIGHTS AND OBLIGATIONS OF UNITHOLDERS

     Section 7.1 Limitation on Liability.  Each Unitholder's  liability shall be
limited as set forth in the  Agreement,  the Act and other  Applicable  Law.  No
Unitholder  will have personal  liability for any debts or losses of the Company
except as provided by Applicable Law.

     Section  7.2  Priority  and Return of Capital.  Except as may be  expressly
provided  herein or in the rights and  preferences  of any Units,  no Unitholder
shall  have  priority  over any other  Unitholder,  either  as to the  return of
Capital or as to Profits,  Losses or distributions of Distributable  Funds. This
Section 7.2 shall not apply to any Unitholder Loans made to the Company.

                                  ARTICLE VIII
                          TRANSFER OF UNITS; WITHDRAWAL

     Section 8.1  Transfers and Withdrawals Generally.
                  ------------------------------------

     (a) A Unitholder may not Transfer,  or permit to be Transferred,  its Units
or any part thereof in any way whatsoever or otherwise withdraw from the Company
except  as  permitted  pursuant  to  this  Article  VIII.   Notwithstanding  the
foregoing,  (i) any Member that is an entity may  Transfer  its Units to another
entity that is controlled by its equity or beneficial owners or Affiliates; (ii)
any Member that is an  individual  may  Transfer his Units to (x) members of his
immediate  family (meaning his spouse,  lineal  descendants  (including  adopted
children)  and  spouses  of lineal  descendants),  (y) a trust or trusts for the
exclusive  benefit of such Member or any one or more of such Member's  immediate
family members or (z) a charitable  organization  (including a charitable trust,
charitable  foundation  or  similar  entity),  in each case  provided  that such
transferees agree to be bound by the terms and provisions of this Agreement; and
(iii) any Member may  Transfer  its Units in a Transfer  that is  approved  by a
Required  Interest  so long as, in any case,  such  Transfer  does not cause any
holder to be a Disqualified Holder.

     (b) If a  Unitholder  attempts  to, or suffers  to occur,  a  Transfer,  or
attempts to withdraw from the Company,  in violation of this Article  VIII,  (i)
such attempted or suffered  Transfer or attempted  withdrawal  shall be null and
void in all respects,  (ii) in the case of an attempted or suffered Transfer, no
distribution  of  any  kind,   including  any   distribution   pursuant  to  any
liquidation,  redemption  or  otherwise,  shall  be paid by the  Company  to the
purported  transferee in respect of the Units (all such rights to payment by the
transferring Member /or the purported transferee being deemed waived), (iii) the
voting rights of such Units,  if any, shall  terminate and the  transferring  or
withdrawing  Member shall only have the rights of an unadmitted  assignee  under
the Act, (iv) neither the transferring Member nor the purported transferee shall
be  entitled  to  exercise  any rights  with  respect  to such Units  until such
Transfer  in  breach  of  this  Agreement  has  been  rescinded,   and  (v)  the
transferring or withdrawing  Member shall be liable to the Company and the other
Members for all damages  that they may sustain as a result of such  attempted or
suffered Transfer or attempted withdrawal.

     Section 8.2  Voluntary Transfers.
                  --------------------
                                       21
<PAGE>

     (a) No Unitholder may voluntarily  Transfer all or any portion of its Units
unless each of the conditions set forth below are satisfied:

          (i) except in the case of Transfers  permitted  pursuant to the second
     sentence of Section  8.1(a),  the  Unitholder  desiring to consummate  such
     Transfer shall have made a Purchase Offer (as defined  herein) and complied
     with the terms and  provisions of Section 8.4 and such  Unitholder's  Units
     shall remain unpurchased after so complying;

          (ii) the  Unitholder  desiring to  consummate  such  Transfer  and the
     prospective  transferee  each  execute  and  deliver  to the  Manager  such
     instruments  of transfer and  assignment  with respect to such Transfer and
     such  other  instruments,  including  an  agreement  to  be  bound  by  the
     provisions  of  this  Agreement,  as  are  reasonably  satisfactory  to the
     Manager; and

          (iii) such Transfer shall not cause:

               (A) a  violation  of the  Securities  Act of  1933  or any  other
          applicable Federal or state securities laws; or

               (B) a breach or  violation  of or an event of default  under,  or
          give rise to a right to accelerate any obligation of the Company;

               (C) the Company, directly or indirectly,  (x) to be classified as
          other than a partnership for purposes of the Code or (y) to be treated
          as a "publicly traded  partnership" within the meaning of Section 7704
          of the Code;

               (D) the  application  of the rules of Sections  168(g)(1)(B)  and
          168(h) of the Code or similar rules to apply to the Company;

          (iv)  There  shall  have  been   delivered  to  the  Company  (at  the
     transferring  Unitholder's  cost  and  expense)  an  opinion  of  reputable
     counsel,  satisfactory  to the  Manager,  as to the  matters  set  forth in
     Section  8.2(a)(iii) above, unless this requirement is waived in writing by
     the Manager.

     (b) Any transferee of Units  (including  pursuant to Transfers  effected in
accordance  with this  Article  VIII)  shall be  admitted  to the  Company  as a
substitute Member only upon the consent of the Manager; provided,  however, that
the consent of the  Manager  shall not be required  for a  transferee  permitted
pursuant  to  Section  8.1(a) to be  admitted  as a  substitute  Member and such
transferee  shall be admitted as a substitute  Member at such time as all of the
other conditions in this Article VIII have been satisfied. Any transferee who is
not  admitted as a substitute  Member shall be a Unitholder  and shall only have
the rights of an  unadmitted  assignee  under the Act. A  Unitholder  who is not
admitted as a Member shall be entitled only to allocation and  distributions  in
accordance  with  this  Agreement  with  respect  to  the  Units  held  by  such
Unitholder,  and shall have no right to any  information  or  accounting  of the
affairs of the


                                       22
<PAGE>

Company,  shall not be entitled to inspect the books and records of the Company,
and  shall  not  have  any of the  rights  of a  Member  under  the  Act or this
Agreement.

     Section 8.3  Century Option.
                  ---------------

     (a)  Century  shall  have  the  option  to  purchase  all or a  portion  of
Tollgate's  Units in the Company on the terms set forth in Section  8.3(b).  The
option  shall  expire on the third  anniversary  of the last day of the month in
which the Casino is opened to the public for business (the "Opening Date").

     (b) The  exercise  price  shall  equal the  following,  payable  in cash at
closing pursuant to Section 8.3(c):

          (i) If the option is exercised  between the date of this Agreement and
     the Opening Date,  xxxxx  xxxxxxx;  provided that if Tollgate's  percentage
     interest  in the  Company  is, as of the date of  exercise  of the  option,
     reduced  pursuant to Section  3.3(b),  the exercise price shall equal xxxxx
     xxxxxxx  multiplied  by a fraction,  the  numerator of which is  Tollgate's
     percentage  interest  in the  Company as of the date of  exercise,  and the
     denominator of which is 35%.

          (ii) If the option is  exercised  after the date of the opening of the
     Casino and before the first  anniversary of the Opening Date, xxxx xxxxxxx;
     provided  that if Tollgate's  percentage  interest in the Company is, as of
     the date of exercise of the option, reduced pursuant to Section 3.3(b), the
     exercise  price  shall equal xxxx  xxxxxxx  multiplied  by a fraction,  the
     numerator of which is Tollgate's  percentage  interest in the Company as of
     the date of exercise, and the denominator of which is 35%.

          (iii) If the option is exercised  after the first  anniversary  of the
     Opening Date and before the  expiration  of the option,  an amount equal to
     xxxx xxx xxxxx the Casino's  trailing  twelve (12) months  EBITDA as of the
     month-end  preceding the date of exercise plus the Company's cash and minus
     Company  debt and  accrued  interest  in each  case  outstanding  as of the
     month-end  preceding  the date of exercise,  as set forth in the  statement
     certified by the Manager,  multiplied  by the  percentage  that  Tollgate's
     Units in the Company  bear to the total number of Units  outstanding  as of
     the date of exercise.

     (c) Closing of Century's  purchase of  Tollgate's  Units shall occur within
thirty (30) days of Century's  exercise of the option. At the closing,  Tollgate
shall  deliver to Century  such  certificates  and other  transfer  documents as
Century may  reasonably  request to evidence the transfer,  and a release of all
claims against Century and the Company.

     Section 8.4  Right of Approval.
                  ------------------

     (a) If at any time or times (other than in the case of an assignment  which
is expressly  permitted  under the second  sentence of Section 8.1(a)) after the
expiration  of the option in Section 8.3  Tollgate  desires to sell or otherwise
dispose of all or any portion of its Units,  Tollgate  shall  deliver a Purchase
Offer (as herein defined) to the Company and Century

                                       23
<PAGE>

(the  "Offerees").  A "Purchase Offer" is a bona fide offer from a non-Affiliate
to purchase all or a specific  number of the Units held by Tollgate  that (i) is
in writing,  (ii) sets forth a purchase price all in cash, payable at closing or
over a fixed  period of time,  (iii) is not  conditional  on or coupled with any
other transaction,  (iv) includes any other material terms and conditions of the
offer, (v) provides a statement of the proposed purchaser's financial ability to
consummate the purchase, and (vi) provides a statement of any interests that may
affect the purchaser's ability to be licensed by gaming authorities.

     (b) For a 60-day period  following the receipt of the Purchase Offer by the
Company and Century (the "Offer Period"), the Company and Century shall have the
right,  in their sole  discretion  to consent to or  withhold  consent  from the
Purchase  Offer. If the Company and Century  withhold  consent from the Purchase
Offer within such 60-day  period,  the sale shall not occur.  If the Company and
Century do not  withhold  consent  from the  Purchase  Offer  within such 60-day
period,  Tollgate may complete the sale of the Units to the Person(s)  stated in
the  Purchase  Offer for the price and on the terms  specified  in the  Purchase
Offer within 30 days after the  expiration  of such 60-day  period or, if later,
upon approval by the gaming authorities.

     (c) If Century in its sole discretion  elects to participate in the sale of
the Units and the  purchaser is willing to purchase all of the Units held by the
Members,  all of the Members shall sell their Units to the purchaser on the same
per Unit terms and conditions as are set forth in the Purchase Offer.

     Section 8.5  Co-Sale Rights and Obligations.
                  -------------------------------

     (a) If Century  receives a bona fide offer from a third  party to  purchase
Units and Century makes a  determination  to sell its Units in  accordance  with
such offer (an "Approved  Sale"),  then Century shall deliver  written notice of
such sale to the other Members ("Sale Notice"),  which notice shall identify the
purchaser,  the per Unit consideration to be paid by the purchaser and any other
significant terms of the purchaser's offer.

     (b) At  Century's  sole  option,  Century  may cause the other  Members  to
participate in an Approved Sale by delivering a written notice of  participation
with the Sale Notice to the other  Members in which case the other Members shall
receive  (in  connection  with the  closing of the  purchase)  the same per Unit
consideration as Century. Provided that the purchaser is willing to purchase all
of the Units held by the Members, the Members shall fully cooperate with Century
in  connection  with such  Approved  Sale and shall take all actions  reasonably
requested by Century (including  executing and delivering a purchase  agreement,
on terms similar to those by which Century will be bound, with the purchaser) in
connection with such Approved Sale.

     (c) If Century does not deliver the Notice of  Participation  with the Sale
Notice as contemplated by Section 8.5(b), the Members may elect, within ten (10)
days of  receipt  of the Sale  Notice,  to  participate  in the  Approved  Sale.
Provided  that the purchaser is willing to purchase all of the Units held by the
Members,  the Members shall fully cooperate with Century in connection with such
Approved Sale and shall take all actions reasonably requested by


                                       24
<PAGE>

Century  (including  executing  and  delivering a purchase  agreement,  on terms
similar  to  those by which  Century  will be  bound,  with  the  purchaser)  in
connection with such Approved Sale.

     Section 8.6 Purchase on Gaming  Disqualification.  If any Member becomes or
is  notified  by  gaming  authorities  that it is or may  become a  Disqualified
Holder,  such Member  shall  immediately  take such  actions  including  without
limitation  resignation of officers,  directors or employees  giving rise to the
disqualification  or sale or  transfer of its Units to cease being or becoming a
Disqualified  Holder.  Each Member shall  promptly  provide the Manager with any
information  (written or oral) it receives regarding its potentially  becoming a
Disqualified  Holder.  If such Member is unable to timely undertake such actions
necessary  or  appropriate  for it to no longer  be  treated  as a  Disqualified
Holder,  the  Company or, at the  Manager's  option the other  Member(s),  shall
purchase the  Disqualified  Holder's Units.  Unless  otherwise  specified by the
gaming  authorities,  the purchase  price for such Units shall be at a price per
Unit  equal to fifty  percent  (50%) of the  price  per Unit  determined  by the
Manager in good faith as the Fair Market  Value of such Units or, if the Manager
is the Disqualified  Holder, the price per Unit of the last sale of Units by the
Company.  If the Members make such  purchase,  they shall  purchase the Units in
proportion to their ownership of Units; provided that the Members may agree to a
different  allocation,  and if one or more  Members  do not  elect to make  such
purchase the other  Members may,  but shall not be required  to,  purchase  such
unallocated  Units in  proportion to their  respective  ownership of Units or as
they otherwise may agree. Closing of the purchase shall occur not later than the
date  required by the gaming  authorities  but in any event within 30 days after
notice from the Manager to the Disqualified  Holder.  Unless otherwise specified
by the gaming authorities,  payment of the purchase price for the Units shall be
in the form of an unsecured  promissory note bearing  interest at the prime rate
as  reported  by The Wall  Street  Journal as of the date of  purchase  adjusted
annually  as of  December  31 of each  year,  payable  annually  in  five  equal
installments  of  principal,  plus  accrued  interest to the payment  date.  For
purpose of this Section 8.6, a "Disqualified Holder" shall mean any Member whose
holding of Units, either individually or when taken together with the holding of
Units by any other holders,  may result in the loss of, or the failure to secure
a gaming  license or the  reinstatement  of, any gaming  license from the gaming
authorities  held by the Company or any  Affiliate to conduct any portion of the
business of the Company.

                                   ARTICLE IX
                              ADDITIONAL AGREEMENTS

     Section 9.1  Conversion.
                  -----------

     (a) With the  consent  of a  Required  Interest  and,  provided  it has not
breached  its  material  obligations  hereunder  at the  time  such  consent  is
required,  Tollgate  (which  consent  shall  not  be  unreasonably  withheld  or
delayed),  the Manager may cause the Company to be  converted  to a  corporation
taxable as such for federal  income tax purposes.  The conversion of the Company
may be accomplished by any means available under  applicable law,  including (i)
by filing a Certificate  of  Conversion  in  accordance  with Section 265 of the
Delaware  General  Corporation Law, (ii) a merger of the Company with and into a
corporation formed for the

                                       25
<PAGE>

purpose of such merger,  or (iii) any other means determined  appropriate by the
Manager in consultation with the Company's legal and accounting advisors.

     (b) The capital  structure of the corporation and the equity  securities to
be  issued by the  corporation  in  connection  with  such  conversion  shall be
consistent  with the  capital  structure  and equity  securities  of the Company
immediately  prior  thereto,  with such fair and reasonable  changes  therein as
determined by the Manager.

     (c) The organizational  documents of the corporation shall provide that, to
the extent  practicable under applicable law, (i) the Manager of the Company (or
individuals designated by the Manager) shall be the initial members of the board
of directors of the  corporation  and (ii) the officers of the Company  shall be
appointed  officers of the corporation  having the same (or substantially  same)
titles and duties.

     (d) The  conversion  contemplated  by this  Section  9.1 may be  undertaken
notwithstanding the provisions of Section 2.8.

     (e) The Members hereby agree to take all reasonably  necessary or desirable
actions in  connection  with the  conversion  of the  Company  to a  corporation
pursuant to this Section 9.1 and to sign all instruments or documents reasonably
requested by the Manager in connection therewith.

     (f) The  Members and the Company  hereby  acknowledge  and agree that it is
their intention that their relative contractual rights and obligations contained
in Article VIII hereof shall, to the extent  possible,  continue to apply to the
corporation  resulting  from the  conversion  of the  Company and the Members as
stockholders  of such  corporation.  Each Member hereby agrees,  and the Company
agrees to require, as a condition to any conversion,  that the corporation agree
to  execute  and  deliver  such  agreements,  instruments,  documents  and other
writings as may be  necessary or  desirable  to carry out the  intention  stated
herein.

                                    ARTICLE X
                       DISSOLUTION AND WINDING UP AFFAIRS

     Section 10.1 Dissolution.  No act, occurrence,  event or circumstance shall
cause or result in the dissolution of the Company, except that the Company shall
dissolve upon the occurrence of any one or more of the following events:

     (a) the entry of a decree of judicial dissolution;

     (b) the sale of all or  substantially  all of the  assets  of the  Company;
provided,  however,  that  if the  Company  receives  any  deferred  or  noncash
consideration  or has any continuing  obligations in conjunction with such sale,
the Company shall not be dissolved  hereunder until the Manager  determines that
the continued existence of the Company is no longer necessary to collect or hold
such  deferred  or  noncash  consideration  or to  satisfy  any such  continuing
obligations; or

                                       26
<PAGE>

     (c) the approval by a Required Interest of the dissolution of the Company.

     Section 10.2 Winding Up. Upon dissolution of the Company, the Manager shall
proceed to wind up the  affairs of the Company and to  liquidate  the  remaining
assets of the Company. The person or persons actually conducting such winding up
and liquidation, whether the Manager or a liquidator appointed by the Members if
the Company  has no Manager at such time,  shall  hereinafter  be referred to in
this Agreement as the "Liquidating  Trustee." The Liquidating Trustee shall have
and may exercise, without further authorization or consent of any of the parties
hereto,  all of the powers  conferred  upon the Manager  under the terms of this
Agreement (but subject to all of the  applicable  limitations,  contractual  and
otherwise,  upon the exercise  thereof) to the extent  necessary or desirable in
the good faith judgment of the  Liquidating  Trustee to carry out the duties and
functions of the Liquidating  Trustee hereunder  (including the establishment of
reserves for  liabilities  that are  contingent  or uncertain in amount) for and
during  such  period of time as shall be  reasonably  required in the good faith
judgment of the  Liquidating  Trustee to complete the winding up and liquidation
of the Company as provided for herein.  Upon complete  liquidation of the assets
and  compliance  with the  distribution  plan set  forth in  Section  10.3,  the
existence of Company  shall cease and the  Liquidating  Trustee  shall  execute,
acknowledge and cause to be filed all  certificates  evidencing  dissolution and
termination of the Company.

     Section 10.3   Distributions upon Dissolution.
                    -------------------------------

     (a) The Liquidating Trustee shall cause a full accounting of the assets and
liabilities  of the  Company  to be taken  and  shall  cause  the  assets  to be
liquidated  and the  business  of the  Company  to be  wound up as  promptly  as
possible.  To the extent  permitted by the Act, the proceeds of such liquidation
shall be applied in the following order of priority:

          (i) first,  to creditors in satisfaction of liabilities of the Company
     (whether  by payment or by making of  reasonable  provision  for  payment),
     including Member Loans; and

          (ii)  thereafter,  to the holders of the Units in  proportion to their
     positive Capital Account balances.

     (b) If upon  termination  and  liquidation of the Company,  the Liquidating
Trustee determines that (i) an immediate sale of part or all of the assets would
cause undue loss to the Members and (ii) the assets would be readily susceptible
to division for  distribution in kind to the Members,  then, to that extent (but
subject to the order of priorities in Section 10.3(a)),  the Liquidating Trustee
may  distribute  such assets to the Members in kind subject to the conditions of
Section 5.3(a).

     Section 10.4 Orderly  Liquidation.  A reasonable  time shall be allowed for
the  orderly  liquidation  of the assets of the  Company  and the  discharge  of
liabilities so as to minimize the losses normally attendant upon a liquidation.

                                       27
<PAGE>

     Section  10.5 Claims of Members.  The  Members and  Unitholders  shall look
solely to the Company's assets for the return of their Capital Contributions and
if the assets of the Company remaining after payment of or due provision for all
debts,  liabilities  and  obligations of the Company are  insufficient to return
such Capital  Contributions,  the Members and Unitholders shall have no recourse
against any other Member or Unitholder.

                                   ARTICLE XI
                             ACCOUNTING AND REPORTS

     Section 11.1  Books and Records.
                   ------------------

     (a) The Manager shall cause to be performed all general and  administrative
services on behalf of the Company and shall  assure that the  following  records
are kept at the office  specified in Section 2.4: (i) true and full  information
regarding  the status of the  business and  financial  condition of the Company;
(ii) promptly after becoming available,  copies of the Company's Federal,  state
and local income tax returns and reports for each Fiscal  Year;  (iii) a current
list of the name and last known  business,  residence or mailing address of each
Member and Manager;  (iv) a copy of the  Certificate  and this Agreement and all
amendments thereto and/or restatements thereof, together with executed copies of
any  written  powers  of  attorney  pursuant  to  which  this  Agreement  or the
Certificate  and all amendments  thereto have been  executed;  (v) true and full
information  regarding the amount of cash and a description and statement of Net
Agreed Value of any other  property or services  contributed  by each Member and
which each Member has agreed to contribute in the future,  and the date on which
each  became a Member;  (vi)  other  information  regarding  the  affairs of the
Company  as is just  and  reasonable;  (vii)  minutes  of every  meeting  of the
Members;  (viii) any written  consents or resolutions  obtained from Members for
actions taken by Members  without a meeting;  and (ix) all other books,  records
and  information  required  under the Act.  The books and records of the Company
shall be maintained on a cash or accrual basis as determined by the Manager.

     (b) Each Member shall have the right, subject to the Member's demonstration
(to the reasonable  satisfaction of the Manager) of a purpose reasonably related
to the Member's  interest as a Member of the Company,  upon written  demand,  at
reasonable  times during usual business  hours, to inspect and examine the books
and records maintained pursuant to clauses (i) through (vii) of Section 11.1(a).
Such right may be exercised through any agent or employee of a Member designated
in writing by it or by an independent  certified  public  accountant,  engineer,
attorney or other consultant so designated.  The Member making the request shall
bear all expenses incurred in any inspection,  audit or examination made at such
Member's request.

     (c) The  accountants  for  the  Company  (the  "Accountants")  shall  be an
independent  accounting  firm  as may be  determined  from  time  to time by the
Manager  and may be the  same  accounting  firm as is  used by  Century  and its
Affiliates.  The books of account and records of the Company shall be audited as
of the end of each Fiscal Year by the Accountants.

     Section 11.2  Tax Return; Tax Elections.
                   --------------------------

                                       28
<PAGE>

     (a) The Manager shall cause to be prepared all tax returns and  statements,
if  any,  which  must  be  filed  on  behalf  of the  Company  with  any  taxing
governmental authority. Not less than 30 days prior to the date (as extended) on
which the Company  intends to file its federal income tax return or state income
tax return but in any event no later than  August 1 of each year,  the return to
be filed by the Company  shall be  furnished to each Member  together  with such
additional  information  as may be  required  by the  Members  in order  for the
Members  to  filed  their  individual  tax  returns   reflecting  the  Company's
operations.  Not more than 10 days after the date on which the Company's federal
and state tax  returns  are filed a copy of such  return so filed by the Company
shall be furnished to each Member.

     (b) The  Manager  shall make all tax  elections  on behalf of the  Company;
provided,  however,  that if a distribution of Company  property as described in
Section  734 of the Code  occurs or if a  transfer  of Units in the  Company  as
described  in Section 743  occurs,  on the  written  request of any Member,  the
Company shall make an election pursuant to Section 754 of the Code to adjust the
basis of Company properties.

     Section 11.3 Tax Matters Partner.  The Manager is hereby  designated as the
"tax  matters  partner"  for  purposes  of Section  6231(a)(7)  of the Code with
respect to all  taxable  years of the  Company.  The "tax  matters  partner"  is
authorized to (i) employ the Accountants and such attorneys and agents as it, in
its sole discretion, deems necessary or appropriate,  (ii) represent the Company
and its Members before taxing authorities or courts of competent jurisdiction in
tax matters  affecting the Company or its Members,  (iii) to the extent provided
in Sections 6221 through 6231 of the Code, execute agreements or other documents
that bind,  or  otherwise  affect the rights of, the Company or its Members with
respect  to  tax  matters,  and  (iv)  execute  extensions  of  the  statute  of
limitations for the Company or powers of attorney binding upon the Company.  The
"tax matters  partner"  shall not be liable to the Company or any Member for any
action it takes or fails to take as "tax  matters  partner"  with respect to any
administrative or judicial proceeding involving  "partnership items" (as defined
in Section  6231 of the Code) of the  Company,  except for actions or  omissions
attributable to the gross  negligence or willful  misconduct of the "tax matters
partner."

  Section 11.4  Financial Information. The Company shall furnish to each Member:
                ---------------------

     (a) within one hundred  twenty (120) days after the end of each fiscal year
of the Company, a balance sheet of the Company as of the end of such fiscal year
and the related  statements  of income,  members'  equity and cash flows for the
fiscal year then ended, unaudited but prepared in accordance with GAAP; and

     (b)  within  forty-five  (45) days  after the end of each  quarter  in each
fiscal year (other than the last quarter in each fiscal year) a balance sheet of
the Company  and the  related  statements  of income,  members'  equity and cash
flows,  unaudited  but  prepared in  accordance  with GAAP (except for notes and
normal year-end adjustments).

                                       29
<PAGE>

                                   ARTICLE XII
                   LIABILITY, EXCULPATION AND INDEMNIFICATION

     Section 12.1  Liability.
                   ----------

     (a) Except as  otherwise  provided by the Act, the debts,  obligations  and
liabilities  of the Company,  whether  arising in contract,  tort or  otherwise,
shall be solely the debts,  obligations and  liabilities of the Company,  and no
Covered Person shall be obligated  personally  for any such debt,  obligation or
liability of the Company solely by reason of being a Covered Person.

     (b) Except as otherwise  expressly  required by  Applicable  Law, no Member
shall have any  liability  for the debts,  liabilities  and  obligations  of the
Company in excess of (a) the amount of its Capital Contributions,  (b) its share
of any assets and  undistributed  profits of the Company,  (c) its obligation to
make other payments expressly provided for in this Agreement, and (d) the amount
of any distributions wrongfully distributed to it.

     Section 12.2  Exculpation.
                   ------------

     (a) No Covered  Person shall be liable to the Company or any other  Covered
Person  for any loss,  damage or claim  incurred  by reason of any  mistakes  of
judgment or any act or omission  performed or omitted by such Covered  Person in
good faith on behalf of the  Company  and in manner  reasonably  believed  to be
within  the  scope  of  authority  conferred  on  such  Covered  Person  by this
Agreement,  except  that a Covered  Person  shall be liable  for any such  loss,
damage or claim incurred by reason of a final, non-appealable judgment that such
Covered Person  committed  fraud,  gross  negligence or willful  misconduct with
respect to the Company.

     (b) A Covered Person shall be fully protected in relying in good faith upon
the  records of the  Company  and upon such  information,  opinions,  reports or
statements  presented  to the  Company by any Person as to matters  the  Covered
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information,  opinions, reports or statements as to the value
and amount of the  assets,  liabilities,  profits,  losses,  or any other  facts
pertinent  to the  existence  and amount of assets from which  distributions  to
Unitholders might properly be paid.

     Section 12.3 Duties and Liabilities of Covered Persons. To the extent that,
at law or in equity, a Covered Person has duties  (including  fiduciary  duties)
and liabilities  relating thereto to the Company or to any other Covered Person,
a Covered Person acting under this Agreement  shall not be liable to the Company
or to any other Covered  Person for its good faith reliance on the provisions of
this  Agreement.  The  provisions  of this  Agreement,  to the extent  that they
restrict the duties and liabilities of the Covered Person otherwise  existing at
law or in equity,  are agreed by the parties hereto to replace such other duties
and  liabilities  of such  Covered  Person.  In the  absence of bad faith by the
Covered Person, the resolution, action or term so made, taken or provided by the
Covered Person shall not constitute a breach of this Agreement or any other

                                       30
<PAGE>

agreement contemplated herein or of any duty or obligation of the Covered Person
at law or in equity or otherwise.

     Section 12.4 Indemnification. To the fullest extent permitted by Applicable
Law, a Covered Person shall be entitled to indemnification  from the Company for
any loss,  damage or claim  incurred by such Covered Person by reason of any act
or omission  performed or omitted by such Covered Person in good faith on behalf
of the  Company  and in a manner  reasonably  believed to be within the scope of
authority  conferred on such Covered  Person by this  Agreement,  except that no
Covered  Person  shall be  entitled  to be  indemnified  in respect of any loss,
damage  or  claim  incurred  by  such  Covered  Person  by  reason  of a  final,
non-appealable   judgment  that  such  Covered  Person  committed  fraud,  gross
negligence  or  willful  misconduct  with  respect  to such  acts or  omissions;
provided,  however, that any indemnity under this Section 12.4 shall be provided
out of and to the extent of Company  assets only,  and no  Unitholder or Manager
shall have any personal liability on account thereof. The Company may, from time
to time,  enter  into  separate  indemnity  agreements  with any of the  Covered
Persons or certain other parties.

     Section 12.5 Expenses.  To the fullest extent  permitted by Applicable Law,
expenses  (including  legal fees)  incurred by a Covered Person in defending any
claim, demand,  action, suit or proceeding shall, from time to time, be advanced
by the Company prior to the final  disposition  of such claim,  demand,  action,
suit or proceeding upon receipt by the Company of an undertaking by or on behalf
of the Covered  Person to repay such amount if it shall be  determined  that the
Covered  Person is not entitled to be  indemnified as authorized in Section 12.4
hereof.

     Section 12.6 Insurance. The Company may purchase and maintain insurance, to
the extent and in such amounts as the Manager shall deem  reasonable,  on behalf
of Covered  Persons  and such  other  Persons as the  Manager  shall  determine,
against  any  liability  that may be asserted  against or  expenses  that may be
incurred by any such Person in connection  with the activities of the Company or
such  indemnities,  regardless  of whether the  Company  would have the power to
indemnify  such Person  against  such  liability  under the  provisions  of this
Agreement.  The Company may enter into indemnity  contracts with Covered Persons
and adopt written  procedures  pursuant to which  arrangements  are made for the
advancement of expenses and the funding of obligations under Section 12.5 hereof
and  containing  such  other  procedures   regarding   indemnification   as  are
appropriate.

     Section 12.7 Outstanding  Businesses.  Any Member, Manager or any Affiliate
thereof may engage in or possess an interest in other  business  ventures of any
nature or description,  independently  or with others,  similar or dissimilar to
the  business  of the  Company,  and the Company  and the  Members,  Manager and
officers of the Company shall have no rights by virtue of this  Agreement in and
to such independent ventures or the income or profits derived therefrom, and the
pursuit  of any such  venture,  even if  competitive  with the  business  of the
Company,  shall not be deemed  wrongful or improper.  No Member,  Manager or any
Affiliate  thereof  shall be  obligated  to present  any  particular  investment
opportunity to the Company even if such  opportunity is of a character  that, if
presented to the Company, could be taken by the Company, and any Member, Manager
or any Affiliate thereof shall have the right to take for its


                                       31
<PAGE>

own account (individually or as a partner, shareholder,  fiduciary or otherwise)
or to recommend to others any such particular investment opportunity.

                                  ARTICLE XIII
                           CONFIDENTIALITY AND NON-USE

     Section 13.1 Restrictions on Disclosure.  Each of the Members covenants and
agrees for itself and its  respective  Affiliates  and its and their  respective
successors  and assigns that it shall not,  unless  authorized in writing by the
Manager,  disclose to any Person and shall hold in the  strictest of  confidence
any confidential or proprietary information,  whether of a technical, financial,
commercial or other nature,  received directly or indirectly from the Company or
any other Member, except:

     (a)   to  the   officers,   directors,   partners   (and   the   authorized
representatives of any such partner),  employees,  attorneys,  accountants,  and
other  professionals  of such Member to whom, and only to the extent that,  such
disclosure  is  necessary  in  furtherance  of the  purposes of this  Agreement;
provided,  however,  that the disclosing party shall be responsible for ensuring
that such Persons comply with the  confidentiality  and non-use  undertakings in
this  Article  XIII  and  shall  take  reasonable  precautions  to  ensure  such
compliance  whether by  agreement,  establishment  of internal  regulations,  or
otherwise;

     (b) to the extent required by Applicable Law; and

     (c) to the  extent  that  the  disclosing  party  can  establish  that  the
information:  (A) was generally  available in the public  domain,  provided such
availability  was not the  result  of a  violation  of this  Agreement;  (B) was
lawfully obtained from a source under no obligation of confidentiality, directly
or indirectly,  to the Member opposing the disclosure;  (C) was disclosed to the
general public with the written  approval of the Member opposing the disclosure;
(D) was in the files,  records or knowledge of the Member  proposing  disclosure
immediately prior to the initial disclosure to such Member by the Company or any
other  Member;  or (E)  is  developed  independently  by  the  Member  proposing
disclosure.

     Section 13.2  Restrictions on Use. Each of the Members covenants and agrees
for itself and its respective Affiliates and its and their respective successors
and assigns that it shall not use any  proprietary or  confidential  information
received from the Company or the other  Members,  except for the business of the
Company or as specifically  provided in this Agreement or as otherwise expressly
authorized in writing by the Manager.

     Section  13.3  Violations.  The  Members  agree that any  violation  of the
obligations of  confidentiality  and non-use set forth herein would be likely to
be highly  injurious  to the  Company.  The Members  consent and agree that if a
Member violates any of the provisions of this Article XIII, the Company shall be
entitled,  in  addition  to any other  rights and  remedies  that they may have,
including  money  damages,  to apply to any court of law or equity of  competent
jurisdiction  for specific  performance  and for  injunctive  or other relief in
order to enforce or prevent any continuing violation of the provisions hereof.

                                       32
<PAGE>

                                   ARTICLE XIV
                                  MISCELLANEOUS

     Section  14.1 Title to Company  Property.  All assets shall be deemed to be
owned by the Company as an entity, and no Member,  individually,  shall have any
ownership of such property.

     Section  14.2 Waiver of  Partition  and  Dissolution  Right.  To the extent
permitted by law,  each Member  hereby  waives its right to bring or maintain in
any court an action for partition  pertaining to any assets of the Company or an
action seeking dissolution of the Company.

     Section 14.3  Amendment.
                   ----------

     (a)  Amendments to this  Agreement may be proposed from time to time by the
Manager.  Following  such  proposal,  the Manager  shall submit to the Members a
verbatim statement of any proposed  amendment,  and the Manager shall include in
any such submission a recommendation as to the proposed  amendment.  The Manager
shall seek the written  vote of the Members on the  proposed  amendment or shall
call a meeting to vote  thereon and to transact any other  business  that it may
deem  appropriate.  For  purposes of obtaining a written  vote,  the Manager may
require  response  within a  reasonable  specified  time,  but not less  than 15
business  days,  and failure to respond in such time period  shall  constitute a
vote which is consistent with the  recommendation of the Manager with respect to
the  proposal.  Except as  otherwise  provided  in Section  14.3(b),  a proposed
amendment  shall be  adopted  and be  effective  as an  amendment  hereto  if it
receives the  affirmative  vote of those Members holding a majority of the Units
entitled to vote.

     (b)  Notwithstanding  Section 14.3(a)  hereof,  this Agreement shall not be
amended without the consent of each Person adversely  affected if such amendment
would (i) modify the limited liability of a Member,  (ii) alter a Member's right
to transfer all or any portion of its Units in accordance with the terms of this
Agreement,  (iii) alter the rights of the Members  under Section 3.3, (iv) alter
any  provision  contained in this Section 14.3 (with any such  alteration  being
deemed to adversely  affect each Member),  (v) modify the  provisions of Section
8.3 or Section 8.5, (vi) limit or adversely  affect such Person's voting rights;
or (vii) otherwise  materially and adversely affect the rights or obligations of
a Member;  provided,  however, that the provisions hereof shall not apply in the
case of any effect or  reduction  that  applies  proportionately  to all Members
(except for a  disproportionate  effect  resulting from such Person's failure to
make additional Capital Contributions as contemplated by Section 3.3(b)).

     Section  14.4  Notices.  Any and all notices,  requests,  consents or other
communications  permitted  or  required  to be  given  under  the  terms of this
Agreement  shall be in  writing  and  shall be deemed  received  (a) if given by
electronic   transmission  (as  defined  in  Section  14.15),   upon  electronic
confirmation of receipt if received on a business day and during normal business
hours of the  recipient,  and  otherwise  on the  next  business  day  following
electronic  confirmation  of receipt,  (b) if given by  certified  mail,  return
receipt requested, postage prepaid, three business days after being deposited in
the United States mails and (c) if given by Federal  Express or other  overnight
carrier  service or other means,  when  received or  personally  delivered.  The
mailing

                                       33
<PAGE>

address and facsimile number of each of the parties is as follows, which address
and number may be changed by notice given in the manner provided in this Section
14.4:

              If to the Company:  CC TOLLGATE LLC
                                  [ADDRESS]
                                  Telephone: (___)
                                  Facsimile: (___)
                                  Attention:

     If to the Members,  to the address for each Member  specified on Schedule A
attached hereto.

     Section  14.5  Governing  Law.  THIS  AGREEMENT  SHALL BE GOVERNED  BY, AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE  LAWS OF THE  STATE  OF  DELAWARE  WITHOUT
REFERENCE  TO ANY  CONFLICT OF LAW OR CHOICE OF LAW  PRINCIPLES  OF THE STATE OF
DELAWARE THAT MIGHT APPLY THE LAW OF ANOTHER JURISDICTION OTHER THAN DELAWARE.

     Section  14.6  Waiver of Jury  Trial.  EACH OF THE  PARTIES  HERETO  HEREBY
VOLUNTARILY  AND  IRREVOCABLY  WAIVES  TRIAL  BY JURY  IN ANY  ACTION  OR  OTHER
PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT.

     Section  14.7  Further  Assurances.  Each  Member  shall  from time to time
execute such deeds, assignments,  endorsements,  evidences of transfer and other
instruments  and  documents  and shall give such further  assurances as shall be
necessary to perform its obligations hereunder.

     Section  14.8  Conflicts.  In the event of a direct  conflict  between  the
provisions  of  this  Agreement  and  any  mandatory  provision  of  the  Act or
Applicable  Law, the  applicable  provision of the Act or  Applicable  Law shall
control.

     Section 14.9 Severability.  Every provision of this Agreement is severable.
If any term or provision hereof is held to be illegal,  invalid or unenforceable
for any reason by any duly constituted court, agency or tribunal,  the legality,
validity or enforceability  of the remaining  provisions shall not in any way be
affected or impaired thereby.

     Section 14.10 Waivers.  No waiver of any breach of any of the terms of this
Agreement shall be effective  unless such waiver is in writing and signed by the
Member  against  whom such waiver is claimed.  No waiver of any breach  shall be
deemed to be a waiver of any other or subsequent breach.

     Section 14.11 Creditors.  None of the provisions of this Agreement shall be
for the benefit of or enforceable by the creditors of the Company.

     Section  14.12 Binding  Effect.  This  Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided,

                                       34
<PAGE>

however,  that neither this  Agreement nor any rights  hereunder may be assigned
except as provided herein.

     Section  14.13 Entire  Agreement.  This  Agreement  constitutes  the entire
agreement of the parties with respect to the  transactions  contemplated  hereby
and supersedes all prior agreements or  understandings  among the parties hereto
with respect to the subject matter hereof.

     Section 14.14 Counterparts. This Agreement may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Agreement by signing
any such counterpart.

     Section 14.15 Electronic  Transmissions.  Each of the parties hereto agrees
that (i) any consent or signed document  transmitted by electronic  transmission
shall be treated in all manner and  respects  as an original  written  document,
(ii) any such consent or document  shall be  considered to have the same binding
and legal  effect as an original  document and (iii) at the request of any party
hereto,  any such consent or document shall be re-delivered  or re-executed,  as
appropriate,  by the relevant party or parties in its original form. Each of the
parties further agrees that they will not raise the transmission of a consent or
document by electronic  transmission as a defense in any proceeding or action in
which the  validity of such  consent or document is at issue and hereby  forever
waives such  defense.  For  purposes  of this  Agreement,  the term  "electronic
transmission"  means  any  form of  communication  not  directly  involving  the
physical  transmission  of paper,  that  creates a record that may be  retained,
retrieved  and  reviewed  by a  recipient  thereof,  and  that  may be  directly
reproduced in paper form by such a recipient through an automated process.

     Section  14.16  Counsel  to  Company.  Counsel to the  Company  may also be
counsel to the Manager and or any Member of the Company. The Manager may execute
on behalf of the Company and the  Members any consent to the  representation  of
the  Company  that  counsel  may  request  pursuant  to the  Colorado  Rules  of
Professional  Conduct or similar rules in any other relevant  jurisdiction.  The
Company has selected Faegre & Benson LLP ("Company Counsel") as legal counsel to
the Company.  Each Member acknowledges that Company Counsel currently represents
Century  Casinos,  Inc. and has  represented the interests of the Manager in the
preparation  and  negotiation  of this  Agreement  and that Company  Counsel has
advised  Tollgate to seek  independent  counsel in connection with its review of
this Agreement and its investment in the Company.  Each Member acknowledges that
Company  Counsel  does not  represent  any Member in the  absence of a clear and
explicit  agreement to such effect between the Member and Company  Counsel,  and
that in the absence of any such  agreement  Company  Counsel shall owe no duties
directly to a Member.

                         [Signatures on Following Page]



<PAGE>







     IN WITNESS WHEREOF, the undersigned,  intending to be legally bound hereby,
have  duly  executed  this  Agreement  this  12th day of  October,  2004,  to be
effective as of the date and year first above written.



                  INITIAL MEMBERS:


                  CENTURY CASINOS TOLLGATE INC.

                  By:  /s/ Peter Hoetzinger
                     -------------------------

                  Printed Name: Peter Hoetzinger






                  CENTRAL CITY VENTURE, LLC

                  By:  /s/ John Zimpel
                     ------------------------

                  Printed Name: John Zimpel

                  Title:  Managing Member


                  By:  /s/ E. Janvier Zimpel
                     ------------------------

                  Printed Name: E. Janvier Zimpel

                  Title:  Managing Member



            [Signature Page to Limited Liability Company Agreement]
<PAGE>





                                   Schedule A

   Members, Capital Contributions, Initial Capital Account Balances and Units

Name, Address and Taxpayer                              Initial Capital
Identification Number of Member  Capital Contribution   Account Balance   Units

Century Casinos Tollgate Inc.   Cash of $____________   $_____________    ______
[ADDRESS]
Phone:  (___)______________
Facsimile:  (___)__________
EIN:
- ------------------------------------------ -------------------------------------

Central City Venture, LLC    Property Valued at $______ $____________     ______
[ADDRESS]
Phone:  (___)____________
Facsimile:  (___)________
EIN:
- ------------------------------------------ -------------------------------------

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10_134.txt
<DESCRIPTION>MATERIAL CONTRACT-CASINO SERVICES AGREEMENT
<TEXT>
                            CASINO SERVICES AGREEMENT
                            -------------------------


     THIS CASINO SERVICES AGREEMENT (the "Agreement"),  is made and entered into
as of the 12th day of October  2004,  by and between CC Tollgate LLC, a Delaware
limited liability company ("Owner") and Century Resorts International Limited, a
Mauritian corporation ("Manager").

                                   WITNESSETH

     WHEREAS, Owner shall use its best efforts to obtain all necessary approvals
from  the   relevant   authorities   in   Colorado  to  develop  and  operate  a
gaming/hotel/entertainment  facility to be situated in Central  City,  Colorado,
USA (the "Casino"); and

     WHEREAS,  this Agreement shall become effective once Owner has successfully
secured the license  necessary  to develop and operate the Casino as outlined in
the above Whereas paragraph; and

     WHEREAS, Owner desires to engage Manager to provide the expertise necessary
to manage the Casino and Manager is willing to provide  such  services on behalf
of and for the account of Owner on the terms and conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

                            I. APPOINTMENT OF MANAGER

     1.1 Owner hereby appoints,  hires and employs Manager, as Owner's exclusive
agent,  to provide  expertise for the  management of the Casino on behalf of and
for the  account of Owner  during  the term of this  Agreement.  Manager  hereby
accepts such  appointment upon and subject to the terms,  conditions,  covenants
and provisions set forth herein.  Manager agrees to act in compliance  with this
Agreement and in broad conformity with the applicable Annual Operating Plan.

     1.2 Owner hereby agrees that, subject to the limitations  described herein,
Manager  shall have  uninterrupted  control in  providing  its  services for the
management of the Casino during the term of this Agreement, free of molestation,
eviction or disturbance by Owner or any third party through or under Owner.

                              II. TERM OF AGREEMENT

     2.1 Unless sooner terminated  pursuant to the provisions of this Agreement,
the initial term of this  Agreement  shall be deemed to have commenced as of the
Effective  Date and shall  expire on the  twentieth  (20th)  anniversary  of the
opening  date  of the  Casino.  Manager  shall  have  the  right,  in  its  sole
discretion, to extend the term of this Agreement for additional twenty (20) year
terms on the same terms and conditions.

     2.2  This  Agreement  shall  terminate  upon the  occurrence  of any of the
following  events:  (i) the  expiration  of the  term  of  Agreement;  (ii)  the
agreement  by both  parties in writing to terminate  this  Agreement;  (iii) the
exercise of any termination  right expressly  granted to either Owner or Manager
in this Agreement;  (iv) the revocation or suspension, or termination of Owner's
Gaming  License  for a period  of more than one (1) year or the non  renewal  of
Owner's Gaming License.

                                      -1-
<PAGE>

     2.3 All sums owed by either  party to the other  shall be paid  immediately
upon  termination  of this  Agreement.  In the event of any  termination of this
Agreement, Owner shall,  notwithstanding such termination,  be liable to Manager
for the fees earned in conformity with this Agreement prior to such  termination
as follows:  (i) any unpaid  accrued  portion of the service fee  (including any
unpaid accrued interest  thereon),  if any, plus (ii) all reimbursable  costs to
Manager which were properly incurred prior to termination in connection with the
performance of Manager's  obligations in conformity with this Agreement.  If the
termination of this Agreement is a consequence of Owner's  Default,  Owner shall
also be liable to Manager for all reasonable costs  (including,  but not limited
to, severance pay or settlements and moving expenses of Manager's employees,  if
any,  and any  attorney's  fees,  expenses,  and  losses  as the  result of such
severance) incurred as a direct result of Owner's Default. If the termination of
this Agreement is a consequence of Manager's Default, Manager shall not have the
right to collect  any  amounts  due  Manager  under this  section  from the Bank
Accounts.  In such event,  Owner shall pay Manager within five (5) business days
of the date of termination the amounts owed Manager described in clauses (i) and
(ii)  above  through  the date of  termination.  Notwithstanding  the  preceding
sentence,  if Owner shall have properly  instituted a legal  proceeding  arising
from  Manager's  Default,  Owner  shall  have the right to place in escrow  that
portion of the amount due Manager  under  clauses (i) and (ii) which is equal to
the actual damages or expenses sought in such proceeding by Owner as a result of
Manager's  Default,  pending the release of such funds to the appropriate  party
upon (i) the entry of any final  non-appealable  award of damages or expenses to
Owner,  or (ii) any  final  non-appealable  decision  by the  relevant  court or
arbitrator in favor of Manager.

                           III. SERVICE FEE, EXPENSES

     3.1 During the Term of this  Agreement,  Manager  shall be paid the service
fee set forth herein. Failure to pay the service fee in accordance with the time
periods set forth in this Agreement shall constitute a breach of this Agreement.
Starting  with the Opening  Date,  the  service  fee shall be a fixed  amount of
xxxxxxxx xxx xxxxxxx  xxxxx  xxxxxxx xxx xxxxx  xxxxxxxxx  per year,  payable in
twelve equal installments of xxxxxxx xxxxxx xxx xxxxxxxx xxx xxxx xxxxxxxx. This
amount shall be  increased by the Consumer  Price Index on an annual (at the end
of each calendar year) basis.

     3.2 From the Effective Date of this  Agreement  until the Opening Date, the
service  fee shall be a monthly  amount of  xxxxxxx  xxxxxxx  xxx  xxxxxxxx  xxx
xxxxxxx xxx xxxxxx payable from Owner to Manager.

     3.3 The service fee described  above shall be paid from Owner to Manager on
the tenth  (10th) day of each  month,  for the  preceding  month.  Owner  hereby
authorizes  Manager  to pay  itself the  monthly  service  fee due from the Bank
Accounts.  Notwithstanding  the foregoing,  all Operating Expenses shall be paid
directly from the Bank Accounts.


                      IV. FACILITY DEVELOPMENT, PRE-OPENING

     4.1  From  the  Effective  Date of  this  Agreement  until  the  Casino  is
substantially  completed (including the installation of FF&E),  Manager,  either
directly or through one or more of its  Affiliates,  shall provide the technical
and pre-opening services described below:

     (i)  As soon as  practicable  after the Effective  Date of this  Agreement,
          after Owner has demonstrated and represented,  to Manager's reasonable
          satisfaction,  that  the  total  funding  for  the  hotel  and  Casino
          development  is in place,  Manager  shall  present to Owner a proposed
          development plan, including Manager's plan and schedule for developing
          the Casino as well as a  development  and  pre-opening  budget for the
          Casino.  Manager  shall

                                      -2-
<PAGE>

          consult  with  Owner  in  the  preparation  of the  development  plan,
          provided Owner makes its  representatives  readily  available for such
          consultation.

     (ii) Manager will prepare specific  operational and functional criteria for
          the  Casino  for  use by  the  architects  and  the  designers  in the
          preparation of the plans and specifications;

     (iii)Manager   shall  advise  and  consult  with  the   architects  in  the
          development   of   schematic,   preliminary   and  working  plans  and
          specifications  and the designers in the selection and  specifications
          of FF&E;

     (iv) Manager shall review and make  recommendations  to architects  and the
          designers in the selection  and layout of the FF&E in accordance  with
          the FF&E specifications and the plans and specifications.

     (v)  Manager shall implement the marketing portion of the development plan,
          including,  but not limited to,  direct  sales,  media and direct mail
          advertising,  promotion,  publicity and public  relations  designed to
          attract customers to the Casino from and after the opening date.

     (vi) Manager shall,  and shall have the sole authority to,  recruit,  hire,
          provide  orientation to, train,  supervise,  promote and determine the
          compensation  (which  must be within  normal and  reasonable  industry
          standards)  of and  discharge  all  executive and general staff of the
          Casino on  behalf  of Owner,  including  all  Casino  personnel  to be
          utilized  during the period from the  Effective  Date hereto until the
          opening date and beyond in  accordance  with the approved  development
          plan.

     4.2 Owner shall engage and retain,  at Owner's sole cost and expense,  such
architects, engineers,  contractors,  designers and other specialists as Manager
and Owner deem necessary to prepare all plans,  construction drawings,  surveys,
materials, specifications, architectural drawings, elevations, engineering plans
and drawings,  approved plans and all other plans,  studies or reports  required
for the  construction of the Casino and for the purchase and installation of the
FF&E.

     4.3 The FF&E shall (i) bear the name or identifying  characteristic or logo
of the Casino,  where appropriate,  (ii) be of a quality to enable the Casino to
be, and  remain,  competitive  in its  marketplace,  and (iii)  comply  with all
applicable laws, rules and regulations.

     4.4 The Casino shall be opened to the public on a date established by Owner
and Manager ("Estimated  Opening Date") upon satisfaction of the following:  (i)
the architects or contractors  have issued to Owner a certificate of substantial
completion  confirming  that the  Casino  has been  substantially  completed  in
accordance with the plans and specifications,  (ii) the designers have issued to
Owner a certificate of substantial completion confirming that the FF&E have been
substantially  installed therein in accordance with the FF&E  specifications and
the plans and specifications,  (iii) all operating permits  (including,  without
limitation,  a  certificate  of  occupancy or local  equivalent,  gaming/casino,
liquor and restaurant licenses and all permits,  certificates and other licenses
required by any authority)  have been obtained,  (iv) the initial cash needs and
the  working  capital  for the Casino as  determined  by Manager  and the Casino
Bankroll  have been  furnished  by Owner,  (v)  Manager  is  satisfied  that all
operational  systems  have been  adequately  tested on a "dry-run"  basis to the
satisfaction  of  Manager  (and  any  appropriate  governmental  authorities  if
required),  and (vi) all  other  governmental  requirements  necessary  to open,
occupy  and  operate  the  Casino  have been  satisfied.  Manager  shall use all
reasonable  efforts in the  performance  of its duties  under this  Agreement to
assist Owner in achieving the satisfaction of all of the foregoing  requirements
by the Estimated Opening Date.

     4.5 All  costs  and  expenses  properly  incurred  in  connection  with the
technical and pre-opening services of Manager ("Pre-Opening  Expenses") shall be
paid from the Bank  Accounts.  Owner shall  deposit,  in  advance,  such sums in
accordance with the schedule as shall be established by the parties in the


                                      -3-
<PAGE>

development  plan and Owner shall maintain  sufficient  funds therein to pay all
Pre-Opening  Expenses in  accordance  with  monthly  schedules to be prepared by
Manager and submitted to Owner.

                              V. CASINO OPERATIONS
                              --------------------

     5.1 On or before November 15 of each year, Manager shall submit to Owner an
annual  operating plan for the operation of the Casino for the forthcoming  year
(each such annual  operating plan is referred to herein as an "Annual  Operating
Plan"), which shall include an annual marketing plan, annual operating budget by
month  (the  "Annual  Operating  Budget"),  annual  estimate  of  key  operating
statistics,  annual  projection of sources of cash,  and a projection of capital
expenditures.  The Annual  Operating Plan shall include  sufficient  amounts for
maintenance and repairs to keep the Casino in good operating condition.  Manager
will consult with Owner in preparing the Annual  Operating  Plan,  provided that
Owner makes its  representative  readily  available for such  consultations.  If
Owner and  Manager  cannot  agree on certain  portions  of the  proposed  Annual
Operating Plan or an Annual Operating Budget contained  therein,  the undisputed
portions of the proposed Annual  Operating Plan or Annual Operating Budget shall
be deemed to be adopted and approved. With respect to objectionable items in any
proposed Annual Operating Budget, the corresponding item contained in the Annual
Operating  Budget for the  preceding  year shall be  substituted  in lieu of the
disputed portions of the proposed Annual Operating Budget,  excluding,  however,
line items in the previous Annual Operating Budget for extraordinary expenses or
revenues.  In any instance where a portion of an Annual  Operating Budget from a
preceding  year is deemed to be  applicable  to the Annual  Operating  Budget in
effect  until a new Annual  Operating  Budget is fully  approved,  corresponding
items contained in the Annual  Operating  Budget for the preceding year shall be
automatically  adjusted by a percentage  equal to the  percentage  change in the
Consumer Price Index during the preceding year. Tollgate Venture, LLC shall have
the right to provide  input in the  discussions  between Owner and Manager about
the  Annual  Operating  Plan,  and  Owner  shall  consider  such  input  in  its
discussions with Manager.

     5.2 Except as provided  elsewhere  in this  Agreement,  Manager  shall not,
without  Owner's  prior  written  consent,   incur  any  expenses  or  make  any
disbursements  that are either not provided for in an Annual Operating Budget or
are in excess of fifty  percent  (50%) of the amount  approved  for a particular
item in such Annual  Operating  Budget  unless  otherwise  permitted;  provided,
however,  that if a  savings  of up to  $250,000  (two  hundred  fifty  thousand
Dollars) is obtained for a line item,  such amount may be  reallocated  so as to
allow an excess disbursement in an amount up to the amount saved with respect to
another line item.  Any request by Manager to make any  expenditure or incur any
obligation in excess of fifty percent (50%) of an amount set forth in the Annual
Operating  Budget  contained in the  applicable  Annual  Operating Plan or which
falls into any category of expenditures which is required by any law to have the
prior  approval  of  Owner,  shall be  submitted  to Owner  in  writing  with an
explanation of such  expenditure.  Owner shall respond to any request within ten
(10) days after the receipt  thereof.  If Owner fails to respond within such ten
(10) day period, the proposed expenditure shall be deemed approved.

     5.3  Manager  may make,  enter  into and  perform,  in the name of, for the
account  of, on behalf  of,  and at the  expense  of Owner,  any  contracts  and
agreements  provided for under this Agreement and each Annual Operating Plan and
Annual  Operating  Budget,  so  long  as  Manager  has  complied  with  all  the
requirements  of this Agreement  with respect to such contracts and  agreements.
All costs and expenses reasonably incurred by Manager or an Affiliate of Manager
in accordance  with this  Agreement,  the Annual  Operating  Plan and the Annual
Operating  Budget  shall be for and on behalf of Owner and for Owner's  account.
All debts and liabilities  properly  incurred by Manager under this Agreement to
third  parties on behalf of either  Owner or the Casino are and shall remain the
sole obligations of Owner.

     5.4 During the Term of this  Agreement,  Manager  shall  maintain  full and
adequate  books of account and  records  ("Books and  Records")  reflecting  the
results of the operation of the Casino on an


                                      -4-
<PAGE>

accrual basis, all in accordance with generally accepted  accounting  principles
consistently  applied in all material  respects.  The Books and Records shall be
kept separate and distinct from all other  operations  and businesses of Manager
or Affiliates  of Manager.  All such Books and Records shall at all times be the
property of Owner and shall not be removed from the approved location by Manager
without  Owner's  written  approval except as required by general laws. Upon any
termination of this Agreement, all Books and Records shall immediately be turned
over to Owner so as to ensure the orderly  continuance  of the  operation of the
Casino,  but (i) Manager may make and retain copies of all or any portion of the
Books and  Records  needed  for its own record  keeping  and (ii) such Books and
Records  shall  be  available  to  Manager  for a  period  of five  years  after
termination  of this Agreement at all reasonable  times for  inspection,  audit,
examination  and  transcription  of particulars  relating to the period in which
Manager managed the Casino.

     5.5  All  Annual  Operating  Plans  and  Budgets  are  intended  only to be
reasonable estimates based on Manager's best business judgment and Manager shall
not be liable or  responsible  in any way,  shape or form if any of the budgeted
figures are not  attained or there is any variance  between the actual  revenues
and  expenditures  and the amounts set forth in any Annual  Operating  Plans and
Budgets.  Owner acknowledges that Manager has not made any guarantees,  warranty
or  representation  of any nature concerning or related to the amounts of Gaming
Revenue to be generated and Operating Expenses to be incurred from the operation
of the Casino during the term of this Agreement.

     5.6 Manager shall have the discretion and authority to determine  operating
policies  and   procedures,   standards  of  operation,   staffing   levels  and
organization,  win payment  arrangements,  standards of service and maintenance,
pricing,  and other policies affecting the Casino, or the operation thereof,  to
implement all such policies and procedures,  and to perform any act on behalf of
Owner which  Manager  deems  necessary or  desirable in its good faith  business
judgment for the  operation  and  maintenance  of the Casino on behalf,  for the
account and at the expense of Owner.

     5.7 Owner shall  establish one or more bank accounts that are necessary for
the operation of the Casino at various banking  institutions chosen by Owner and
Manager (such  accounts are  hereinafter  collectively  referred to as the "Bank
Accounts").  The accounts shall be in the name of Owner, but, except as provided
in the  following  sentence,  Manager's  designees  shall  be the  only  persons
authorized to draw upon the Bank Accounts.  If Manager has committed an Event of
Default which continues  during the term of any applicable  cure periods,  or if
Manager  has  acted in bad  faith  with  respect  to  Owner's  funds in the Bank
Accounts, then Owner shall have the right to assume control of the Bank Accounts
upon ten (10)  business  days' prior  written  notice to Manager,  whereupon the
signatures  of two (2)  members of Owner shall be required to draw upon the Bank
Accounts.  The Bank Accounts shall be interest bearing accounts if such accounts
are reasonably  available and all interest thereon shall be credited to the Bank
Accounts.  All gross  revenues  received by Manager from the  operations  of the
Casino shall be deposited in the Bank  Accounts and Manager shall pay out of the
Bank  Accounts,  to the  extent of the  funds  therein,  from time to time,  all
Operating  Expenses  and other  amounts  required  by  Manager  to  perform  its
obligations under this Agreement. Owner shall bear the risk of the insolvency of
any financial institution holding such Bank Accounts.

     5.8 Without  limiting the  generality of this section,  in the event that a
condition exists in, on, or about the Casino of a nature reasonably  believed by
Manager to be an emergency, including structural repairs, which Manager believes
requires  immediate  repair to  preserve  and  protect the Casino and assure its
continued  operation  or to  protect  the safety  and  welfare  of the  Casino's
customers,  guests or  employees,  Manager,  on behalf of and at the  expense of
Owner,  shall take all  reasonable  steps and make all  reasonable  expenditures
necessary to repair and correct any such  condition,  whether or not  provisions
have been made in the applicable  budgets for any such  emergency  expenditures.
Expenditures  made by Manager in connection with an emergency shall be paid from
the Bank Accounts. Owner shall replenish funds paid

                                      -5-
<PAGE>

from the Bank Accounts with any insurance  proceeds,  if any,  received by Owner
with respect to such emergency  condition or situation,  and Owner shall replace
any difference between the insurance  proceeds,  if any, and the amount used for
such emergency from the Bank  Accounts.  Manager shall promptly  notify Owner of
any emergency expenditures made pursuant to this section.

                              VI. EVENTS OF DEFAULT
                              ---------------------

     6.1 The  occurrence  of any one or more  of the  events  described  in this
section which is not cured within the time permitted shall  constitute a default
under this  Agreement  (hereinafter  referred to as a "Default"  or an "Event of
Default") as to the party failing in the  performance or effecting the breaching
act.

     a) Manager's  Defaults.  Manager shall have committed a "Manager's Default"
if Manager shall:

     (i)  file a voluntary  petition in bankruptcy or insolvency,  or a petition
          for relief or reorganization under any bankruptcy or insolvency law;

     (ii) consent to an involuntary petition in bankruptcy or fail to vacate any
          order  approving an involuntary  petition  within sixty (60) days from
          the date of entry thereof;

     (iii)assign for the benefit of its  creditors all or any  substantial  part
          of  its  assets,   or  consent  to  the  appointment  of  a  receiver,
          liquidator,  custodian or trustee in bankruptcy  for Manager of all or
          any substantial part of its assets;

     (iv) fail to  materially  perform  or  materially  comply  with  any of the
          covenants,  agreed terms or  conditions  contained  in this  Agreement
          applicable to Manager (other than monetary  payments) and such failure
          shall  continue  for a period of  forty-five  (45) days after  written
          notice  thereof from Owner to Manager  specifying in detail the nature
          of such  failure,  or, in the case such failure is of a nature that it
          cannot,  with due diligence and good faith, be cured within forty-five
          (45) days,  if  Manager  fails to  proceed  promptly  and with all due
          diligence  and in good  faith  to cure  the  same  and  thereafter  to
          prosecute  the  curing  of such  failure  to  completion  with all due
          diligence within ninety (90) days thereafter.

If the only result of the failure by Manager to act is a monetary  loss to Owner
which is not otherwise capable of being cured by Manager, then Manager shall not
be in Default if Manager  reimburses  Owner for such losses  within  ninety (90)
business days of incurring  such loss or otherwise  protects  Owner against such
loss in a manner reasonably acceptable to Owner.

     b) Owner's  Default.  Owner shall have  committed  an "Owner's  Default" if
Owner shall:

     (i)  file a voluntary  petition in bankruptcy or insolvency,  or a petition
          for relief or reorganization under any bankruptcy or insolvency law;

     (ii) consent to an involuntary petition in bankruptcy or fail to vacate any
          order  approving an involuntary  petition  within sixty (60) days from
          the date of entry thereof;

     (iii)assign for the benefit of its  creditors all or any  substantial  part
          of its  assets,  or the  consent  to the  appointment  of a  receiver,
          liquidator,  custodian  or  trustee  in  bankruptcy  for  all  or  any
          substantial part of its assets;

     (iv) fail to make any  monetary  payment  required  under  this  Agreement,
          including, but not limited to, the management fee or Owner's Advances,
          on or before the due date recited  herein and said  failure  continues
          for  five  (5)  business  days  after  written   notice  from  Manager
          specifying such failure; or

                                      -6-
<PAGE>

     (v)  fail to perform or materially  comply with any of the other covenants,
          agreements, terms or conditions contained in this Agreement applicable
          to Owner (other than  monetary  payments - see above) and such failure
          shall  continue  for a period of  forty-five  (45) days after  written
          notice  thereof from Manager to Owner  specifying in detail the nature
          of such  failure,  or, in the case such failure is of a nature that it
          cannot, with due diligence and good faith, cure within forty-five (45)
          days,  if Owner fails to proceed  promptly and with all due  diligence
          and in good faith to cure the same and  thereafter  to  prosecute  the
          curing of such failure to  completion  with all due  diligence  within
          ninety (90) days thereafter.

     6.2 Upon the occurrence of a Manager's Default,  Owner shall be entitled to
(i) terminate this Agreement by Owner's written notice of termination to Manager
and such termination  shall be effective  forty-five (45) days after delivery of
such  notice;  or (ii) obtain  specific  performance  of  Manager's  obligations
hereunder and  injunctive  relief.  Upon the  occurrence of an Owner's  Default,
Manager shall be entitled to (a) terminate this  Agreement by Manager's  written
notice  of  termination  to  Owner,  and such  termination  shall  be  effective
forty-five (45) days after delivery of such notice or such time as a new manager
is  appointed,  whichever  is earlier;  or (b) obtain  specific  performance  of
Owner's  obligations  hereunder  and  injunctive  relief.  In  the  event  of  a
termination  of this Agreement  pursuant to clause (a) of this section,  Manager
shall be entitled to accelerated payment of its projected Management Fee for the
sixty (60) month period following the termination  date of this Agreement,  such
projection to be based on the estimated  revenues for the Casino in the Casino's
most recent Annual  Operating  Budget.  The parties hereby agree that the amount
payable as liquidated  damages  described above is a reasonable  estimate of the
amount of damages for  termination of this  Agreement  arising out of such Owner
Default and the  termination of this Agreement and upon payment  thereof Manager
shall have no further rights,  claims or entitlement to damages as a consequence
of such termination.

     6.3 No delay or omission as to the exercise of any right or power  accruing
upon any Event of Default shall impair the  non-defaulting  party's  exercise of
any right or power or shall be  construed to be a waiver of any Event of Default
shall impair the non-defaulting  party's exercise of any right or power or shall
be construed to be a waiver of any Event of Default or acquiescence therein.

                 7. CERTAIN RIGHTS AND RESPONSIBILITIES OF OWNER
                 -----------------------------------------------

     7.1 Owner shall advance to Manager on a timely and prompt basis immediately
available  funds with which to conduct  the affairs of and  maintain  the Casino
(hereafter referred to as "Owner's Advances") as set forth in this Agreement and
as otherwise provided hereunder.

     7.2 Owner shall timely fund to Manager the initial amounts agreed to by the
parties set forth in the development  plan or any revisions  thereof approved by
Owner. In the event that Owner or Manager  anticipates a delay in the opening of
the Casino  beyond the  Estimated  Opening  Date,  each  shall be  obligated  to
immediately  notify  the other in writing  and Owner  shall,  at the  request of
Manager,  at any time and from time to time, deposit with Manager any additional
amounts that are reasonably necessary to pay the additional Pre-Opening Expenses
attributable to the delay, which shall include,  without  limitation,  wages and
other expenses relating to the Casino's personnel already employed.

     7.3 Thirty (30) days prior to the Estimated  Opening Date, Owner shall fund
to Manager the working capital  necessary to commence  operating the Casino,  as
established  by  Manager.  During the term of this  Agreement,  within  five (5)
business  days after receipt of written  notice from  Manager,  Owner shall fund
Owner's  Advances  adequate to insure that the working  capital is sufficient to
support the uninterrupted

                                      -7-
<PAGE>

and  efficient  ongoing  operation  of the Casino.  The written  request for any
additional working capital shall be submitted by Manager to Owner on a quarterly
basis.

     7.4 Manager shall pay from Gaming Revenues the following items on or before
their applicable due date:

     (i)  Operating  Expenses  (including  the  management  fee)  and  emergency
          expenditures, if any; and

     (ii) Payments due on any purchase or other financing  arrangements relating
          to the  FF&E,  and any  other  expenditures  permitted  by any  Annual
          Operating Plan; and

     (iii)Any other taxes,  expenses or fees which Owner is obligated to pay out
          of Gaming  Revenues by  contract  (as long as such  contract  has been
          brought  to the  attention  of  Manager  and Owner has  requested,  in
          writing,  that Manager  shall  provide this service for the account of
          Owner) or under law.

Manager's responsibility to make any of the foregoing payments is subject to and
conditioned  upon Owner making  available funds sufficient to make such payments
from Gaming Revenue or otherwise in the order set forth above.

     7.5 In addition to the initial cash needs, at least fifteen (15) days prior
to the Estimated  Opening Date,  Owner shall provide the initial Casino Bankroll
and shall  maintain such amount  throughout the term of this  Agreement.  If the
Casino  Bankroll  required  to be  provided  by  Owner is not  sufficient  or is
depleted  as a result of losses,  Owner  shall fund the  Casino  Bankroll  in an
amount  sufficient  to carry on the  Casino's  operations  and in a manner which
complies with governmental requirements.

     7.6 Owner and Manager shall cooperate fully with each other during the term
of this  Agreement  to  facilitate  the  performance  by  Manager  of  Manager's
obligations and  responsibilities set forth in this Agreement and to procure and
maintain  all permits.  Owner shall  provide  Manager with all such  information
necessary to the performance by Manager of its  obligations  hereunder as may be
reasonably and specifically requested by Manager from time to time.

                             VIII. INSURANCE, DAMAGE
                             -----------------------

     8.1  Owner  and  Manager  shall  procure  all  insurance  coverages  deemed
necessary and adequate, subject in each case to reasonable deductible amounts as
determined by Owner and Manager. The premiums for all insurance obtained and the
uninsured portion of any loss to which such insurance relates shall be Operating
Expenses.

     8.2 In the event of a Minor  Casualty,  Manager  shall repair any damage or
destruction at Owner's sole cost and expense.  In the event of a Major Casualty,
Owner  shall have the option,  to repair and  restore  the damaged or  destroyed
premises.

                                IX. MISCELLANEOUS

     9.1  All  notices,  demands,  consents,  requests,   approvals,  and  other
communications  required or permitted hereunder shall be in writing and shall be
deemed effective only upon delivery  (whether receipt is accepted or refused) at
the addresses  set forth below (or at such other  addresses as shall be given in
writing by any party to the others in accordance with this section). Notices may
be delivered by hand,  registered or certified mail, electronic mail, or courier
service.

                                      -8-
<PAGE>

         If to Owner:               __________________________
                                    __________________________
                                    __________________________

         with a copy to:            __________________________
                                    __________________________
                                    __________________________

         If to Manager:             __________________________
                                    __________________________
                                    __________________________

         with a copy to:            __________________________
                                    __________________________
                                    __________________________


     9.2 This  Agreement  shall be governed by the laws of  Delaware,  USA.  The
forum for any actions  between  Owner and Manager  will be a court of  competent
jurisdiction in Delaware, USA.

     9.3 This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their  respective  successors and permitted  assigns but will
not be assignable or delegable by any party without the prior written consent of
the other party;  provided,  however, that nothing in this Agreement is intended
to limit Manager's ability to assign its rights or delegate its responsibilities
under this Agreement to any direct or indirect Affiliate of Manager.

     9.4 If any provision  herein shall be held invalid or  unenforceable,  such
provision  shall  not  affect  the  validity  or  enforceability  of  any  other
provisions  hereof, all of which other provisions shall, in such case, remain in
full force and effect.

     9.5 This Agreement constitutes the entire understanding of the parties with
respect to the subject  matter hereof and  supersedes  all other oral or written
agreements  between the parties.  This  Agreement may not be amended,  modified,
altered or waived, in whole or in part, except by a subsequent writing signed by
each  of  the  parties  hereto.  As  long  as  Tollgate  Venture,  LLC  is a 35%
shareholder  in Owner,  Tollgate  Ventury,  LLC's  approval is required  for any
amendment, modification or termination of this Agreement.

     9.6 Except as otherwise set forth elsewhere in this Agreement, both parties
shall  maintain  confidentiality  with respect to material  developments  in the
course of the development and operation of the Casino. Except as required by any
general law (including,  without  limitation,  federal  securities  exchange and
stock  exchange  or  NASD   requirements)  and  casino   authorities,   material
confidential  information  shall  only be made  available  to such of a  party's
employees  and  consultants  as are required to have access to the same in order
for the recipient party to adequately use such  information for the purposes for
which it was furnished.  Any person to whom such  information is disclosed shall
be informed of its  confidential  nature and shall agree to keep it confidential
as  provided  herein.  Information  provided  by one party to the other shall be
presumed  confidential  unless the information is (i) published or in the public
domain  other  than as a result of any  action by the  recipient  thereof,  (ii)
disclosed to the recipient by a third party, or (iii) presented to the recipient
under  circumstances  which clearly and directly  indicate the delivering  party
does not intend such information to be confidential.

                                      -9-
<PAGE>

     9.7 In the event of litigation of any dispute or controversy  arising from,
in, under or concerning  this  Agreement and any amendments  hereof,  including,
without limiting the generality of the foregoing, any claimed breach hereof, any
suit for accounting,  or action for  dissolution,  the prevailing  party in such
action shall be entitled to recover  from the other party in such  action,  such
sum as the court shall fix as reasonable  attorneys' fees and expenses  incurred
by such prevailing party.

     9.8 No  consent or waiver,  express or  implied,  by any party to or of any
breach or  default  by any other  party in the  performance  by the other of its
obligations  hereunder shall be deemed or construed to be a consent or waiver to
or of any other breach or default in the  performance  by the other party of the
same or any other  obligations of such party  hereunder.  Failure on the part of
any party to  complain  of any act or  failure  to act of the other  party or to
declare  the other  party in  default,  irrespective  of how long  such  failure
continues,  shall  not  constitute  a  waiver  by any such  party of its  rights
hereunder.

     9.9 Manager has the right to remove itself from  (terminate) this Agreement
in case it  reasonably  determines  that any casino  license  currently  held or
applied for by any company within the Century  Casinos group of companies  might
be threatened or put in jeopardy because of this Agreement.

     9.10 Exhibit A ("Definitions") shall be an integral part of this Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date and year first above written.


FOR CC TOLLGATE LLC:



By:  /s/ Peter Hoetzinger                     By:  /s/ E. Janvier Zimpel
     --------------------                          ---------------------
a duly authorized signatory                    a duly authorized signatory
Print name:  Peter Hoetzinger                  Print name:  E. Janvier Zimpel



FOR CENTURY RESORTS INTERNATIONAL LIMITED:



By:  /s/ Peter Hoetzinger
    ---------------------
a duly authorized signatory
Print name: Peter Hoetzinger


                                      -10-
<PAGE>



                                   DEFINITIONS
                                    EXHIBIT A

Affiliate. The term "Affiliate" shall mean a Person that directly or indirectly,
or through one or more intermediaries,  controls,  is controlled by, or is under
common control with the person in question and any stockholder or partner of any
person referred to in the preceding  clause owning more than fifty percent (50%)
or more of such person.

Casino.  The term "Casino" means the casino,  hotel and entertainment  facility,
including  improvements and fixtures, at the Tollgate and Golden Rose properties
in  Central  City,  Colorado,  consistent  with the  concepts  set  forth in the
development plan and in accordance with the plans and specifications.

Casino  Bankroll.  The term  "Casino  Bankroll"  shall  mean an amount of monies
determined by Manager as necessary to provide  cash-on-hand  monies  required to
operate and maintain the Casino's  operation,  but in no event shall such amount
be less than the amount  required by law. In no event shall the Casino  Bankroll
include  amounts  necessary  to provide for the payment of  Operating  Expenses,
Working  Capital or initial cash needs.  The Casino  Bankroll  shall include the
funds in the separate  accounts in Manager's  name plus any funds located on the
casino tables, in the gambling devices,  cages, vault, counting rooms, or in any
other location in the Casino where funds may be found.

Default Rate. The term "Default Rate" shall be defined at US Prime Rate plus ten
percent (10%).

Effective  Date. The term  "Effective  Date" shall mean the date when both Owner
and Manager have signed this Agreement and their respective  boards of directors
have ratified such signatures.

FF&E.  The term "FF&E" shall mean all  furniture,  furnishings,  equipment,  and
fixtures,  including gaming equipment,  computers,  housekeeping and maintenance
equipment,  necessary or  appropriate  to operate the Casino in conformity  with
this Agreement.

Gaming Revenue.  The term "Gross Gaming Revenue" or "Gaming  Revenue" shall mean
all gaming receipts less all sums paid out as winnings in connection therewith.

Major  Casualty.  The term "Major  Casualty" shall mean any casualty or accident
which results in a damage in excess of fifty percent (50%) of total  replacement
cost of the Casino.

Minor  Casualty.  The term "Minor  Casualty" shall mean any casualty or accident
other than a Major Casualty.

Opening Date. The term "Opening Date" shall mean the first date a revenue-paying
customer  is admitted to the Casino.  The parties  shall  hereafter  confirm the
Estimated  Opening  Date and the Opening  Date in an Addendum to this  Agreement
which shall be attached hereto and made a part hereof.

Operating Expenses.  The term "Operating Expenses" shall mean those necessary or
reasonable operating expenses, including, without limitation, costs of operating
supplies, payroll and benefits, marketing,  administration,  maintenance, energy
and all costs and expenses of licensing Manager's employees,  incurred on behalf
of Owner after the Opening Date in connection  with conducting and operating the
Casino,  computed  on an accrual  basis,  deductible  under  Generally  Accepted
Accounting  Principles in determining  "Operating  Income" (as defined in casino
industry  practice) for purpose of preparing a statement of  operations  for the
Casino; provided, however, Operating Expenses shall not include depreciation or

                                      -11-

<PAGE>

amortization  with respect to the Casino or the F, F&E,  debt service or capital
replacements deposits. Operating Expenses shall include the management fee.

Owner's  Gaming  License.  The term  "Owner's  Gaming  License"  shall  mean all
licenses,  permits,  approvals,  consents and  authorizations  from governmental
authorities that are necessary to develop, open, operate and occupy the Casino.

Working Capital.  The term "Working  Capital" shall mean such amount in the Bank
Accounts as will be sufficient to  reasonably  assure the timely  payment of all
current  liabilities of the Casino and the uninterrupted and efficient operation
of the Casino during the term of this Agreement to permit Manager to perform its
responsibilities  and  obligations   hereunder,   all  as  contemplated  by  the
applicable  Annual  Operating Plan with  reasonable  reserves for  unanticipated
contingencies  and for short term business  fluctuations  resulting from monthly
variations between the Annual Operating Plan and actual operating expenses.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10_135.txt
<DESCRIPTION>MATERIAL CONTRACT-MEMORANDUM OF UNDERSTANDING
<TEXT>
4

                           MEMORANDUM OF UNDERSTANDING
                           ---------------------------


                           I. Parties to the Agreement
                           --------------------------

     Gayle Burnett and Roger Burnett and B. Michael Dunn, residents of the state
of Iowa  (hereinafter  referred to as "BURNETT"),  and a company,  or companies,
formed by Century Casinos, Inc. (hereinafter referred to as "CENTURY").

                      II. Joint Venture Company and Funding
                      -------------------------------------

1.  Landmark  Gaming,  LC ("LGL) is an Iowa limited  liability  company  wherein
BURNETT is the sole member and manager.  Within this entity  BURNETT and CENTURY
shall form a joint venture in the existing LGL, wherein BURNETT shall own 60% of
the issued  units of LGL and CENTURY  shall own 40% of the issued  units of LGL.
LGL has been  designated  as the  Entertainment  Facility  operator for Franklin
County, Iowa, by the Franklin County Development  Association ("FCDA").  LGL and
FCDA shall be the applicant and recipient of, the license to develop and operate
a  competitive  and  innovative   excursion  gambling  boat  casino,  hotel  and
entertainment  facility in Franklin County, Iowa (hereinafter referred to as the
"Entertainment  Facility")  on the  property  described  in  Annexure  A to this
Agreement.  The  Entertainment  Facility,  in general  terms,  is expected to be
approximately  40,000 sq. ft. of gaming  space,  100 hotel rooms and 300 parking
spaces.  Once the final and  uncontested  casino license has been awarded to LGL
and FCDA and other conditions to funding set forth in the Contribution Agreement
between the parties have been satisfied, the parties shall contribute to LGL the
following:

     A.   CENTURY  shall  contribute  one  million two  hundred  fifty  thousand
          dollars ($1,250,000) for the development of the Entertainment Facility
          (as and when required per the development/construction schedule),

     B.   BURNETT shall  contribute the land and properties,  free and clear, as
          outlined  in  Annexure  B of this  Agreement,  the land  described  in
          Annexure  A subject to two  options  to  purchase  (also  included  as
          Annexure  A), as well as all  tangible,  intangible  and  intellectual
          property  associated with the application for a casino license and the
          development  and  operation  of a casino  facility  in  Iowa.  BURNETT
          represents  that LGL has an  exclusive  agreement,  a copy of which is
          attached as Annexure C, with FCDA  providing for the  exclusive  right
          for  BURNETT  to develop  and  operate an  Entertainment  Facility  in
          Franklin County with the full support of FCDA. Such agreement shall be
          part of BURNETT's contribution.

These  contributions  of BURNETT and CENTURY shall be considered  equity for the
purposes of the joint venture and the value of BURNETT's  equity is agreed to be
valued
<PAGE>
                                       2

at one million eight hundred seventy five thousand dollars  ($1,875,000) and the
value of  CENTURY's  equity is agreed to be valued at one  million  two  hundred
fifty thousand dollars ($1,250,000).

2. LGL, assisted by CENTURY,  shall use its best efforts to obtain loan(s), on a
non-recourse  project finance basis, at the prevailing  interest  rate(s) in the
amount(s)  required to develop,  either in one or more  phases,  and operate the
Entertainment Facility.

3. If no award of a final and uncontested casino license has been made to LGL by
December 31, 2007,  the  Contribution  Agreement and LLC Agreement and any other
agreements  between  LGL and  CENTURY  shall  be  terminated  and  dissolved  in
accordance with normal and customary unwinding provisions.

                            III. License Application
                            ------------------------

     Starting  from the date of this  Agreement,  BURNETT and CENTURY shall make
good faith efforts to jointly  prepare for and make a timely  application to the
Iowa Racing and Gaming  Commission  to establish an excursion  gambling boat (as
part of the Entertainment Facility).

     A.   BURNETT and CENTURY agree to jointly  prepare all  information for the
          application  but CENTURY is  specifically  responsible  for all gaming
          requirements   of  the   application   and  BURNETT  is   specifically
          responsible for site and facility requirements of the application.  As
          the sections of the  application  are  interrelated  in several cases,
          BURNETT and CENTURY,  as members of LGL, agree to work jointly towards
          the finalization of the application.

     B.   BURNETT and CENTURY  will have the final  approval of the contents and
          quality of the documents to be provided in the application to the Iowa
          Racing and Gaming  Commission for all information  that is required to
          be provided by LGL.

     C.   CENTURY will provide the required CENTURY  personnel towards the joint
          preparation of the application  and will pay the $15,000  required for
          the   Division  of  Criminal   Investigation   fees  and  the  $25,000
          application fee with the submission of the application.

     D.   CENTURY shall pay $10,000 towards the cost of  architectural  services
          required  for the  complete  construction  and  design  portion of the
          application.  Any additional out of pocket costs  anticipated from the
          date of this Agreement will be approved by both BURNETT and CENTURY.


<PAGE>
                                       3

                          IV. Casino Services Agreement
                          -----------------------------

     LGL shall enter into a Casino Services  Agreement with a company affiliated
with CENTURY for  provision of expertise  for the  day-to-day  management of the
Entertainment Facility, on behalf of and for the account of LGL, for a period of
ten years,  subject to licensing  with the option to extend the Casino  Services
Agreement for an additional  ten year period  (subject only to  licensing).  The
service fee payable to the manager  shall be a fixed amount of xxxxxxx per month
for the period of  conditional  license award to opening,  and the following fee
from the first day of casino  operations  on: xxxxx of all gross  revenues up to
xxxxxxxxxxx  plus xxxxx of all gross  revenues  over  xxxxxxxxxxx,  on an annual
basis,  plus  xxxxx of  adjusted  EBITDA  (Adjusted  EBITDA is normal  operating
earnings  consistent with GAAP before  interest  expense,  taxes,  depreciation,
amortization  and any  adjustments  agreed to by both  parties).  The EBITDA fee
shall be payable by LGL on a monthly  basis and will start to be earned upon the
opening of the Entertainment Facility.

                              V. Governance of LGL
                              --------------------

1. The number of directors of LGL shall be kept to a reasonable minimum. CENTURY
and BURNETT shall each nominate an equal number of directors. The Chairman shall
not  have a  deciding  vote.  LGL is  and  shall  be  operated  pursuant  to the
provisions of the Iowa Limited Liability Act.

2. Special  arrangements  and  approvals  between  CENTURY and BURNETT  shall be
required  for  the  governance,  administration  and  operation  of LGL  and the
definitive  form of Joint Venture  Agreement  shall contain  special  rights and
privileges for CENTURY as a minority  shareholder,  such as (but not limited to)
approval rights over significant transactions. Both members shall have the right
of first refusal to purchase the other  member's  interest in the event of sale,
liquidation or dissolution and co-sale rights in case of a proposed sale.

3. LGL has an operating agreement, designation of membership interest, and other
documents  required by statute now in  existence.  Upon  issuance of  membership
certificates to CENTURY,  representing 40% of all outstanding units, the parties
agree  that all  company  documents  such as the  amended  operating  agreement,
members  agreements  etc.  for LGL are to be agreed to and  approved  by CENTURY
before  implementation.  Between the execution  date of this MOU and the date of
issuance of membership certificates to CENTURY, all material decisions regarding
the license application and the development of the Entertainment  Facility shall
require mutual approval by CENTURY and BURNETT.

4. BURNETT agrees that LGL is a company in good standing and will provide all of
the customary  representations and warranties, to include, but not limited, to a
representation that LGL is free and clear of all debts and encumbrances.

<PAGE>
                                       4

                              VI Binding Agreement
                              --------------------

1. Until the  execution  by both parties of a  definitive  form of  Contribution
Agreement and LLC Agreement with respect to the matters referred to above,  this
memorandum  shall be legally  binding upon the parties.  The parties  shall work
diligently  toward  concluding  a  mutually   acceptable  form  of  Contribution
Agreement and LLC Operating Agreement, as amended which shall be consistent with
this  Agreement  but which may address  certain  issues in more detail and other
issues in which this  Agreement  is silent.  The  parties  agree to work in good
faith and to use all reasonable  efforts to complete and sign such Agreements as
soon as practicable.

2. This MOU is  binding  only if all  parties  have  signed  below no later than
October 13, 2004.

3. Upon execution of the final form of Contribution  Agreement and LLC Agreement
this MOU agreement  shall be merged by reference into such  Agreements and shall
have no further force or effect.


DATED this 13th day of October, 2004




CENTURY CASINOS, INC.

/s/ Larry Hannappel                                  /s/ Roger Burnett
- --------------------------                           --------------------------
By: Larry Hannappel                                  Roger Burnett
Chief Accounting Office & Secretary                  on behalf of BURNETT


                                                     /s/ Gayle Burnett
                                                     --------------------------
                                                     Gayle Burnett
                                                     on behalf of BURNETT


                                                     /s/ B. Michael Dunn
                                                     --------------------------
                                                     B.Michael Dunn
                                                     on behalf of BURNETT

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10_136.txt
<DESCRIPTION>MATERIAL CONTRACT-3RD AMEND TO RESTATED CDT AGMT
<TEXT>

                               THIRD AMENDMENT TO
                               ------------------
                      AMENDED AND RESTATED CREDIT AGREEMENT
                      -------------------------------------


     THIS THIRD  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  ("Third
Amendment") is made and entered into as of the 27th day of October, 2004, by and
among WMCK VENTURE CORP., a Delaware corporation, CENTURY CASINOS CRIPPLE CREEK,
INC., a Colorado  corporation and WMCK ACQUISITION CORP., a Delaware corporation
(collectively the "Borrowers"),  CENTURY CASINOS,  INC., a Delaware  corporation
(the "Guarantor") and WELLS FARGO BANK, National Association,  as Lender and L/C
Issuer and as the  administrative  and collateral  agent for the Lenders and L/C
Issuer (herein in such capacity  called the "Agent Bank" and,  together with the
Lenders and L/C Issuer, collectively referred to as the "Banks").

                                R_E_C_I_T_A_L_S:

     WHEREAS:

     A.  Borrowers,  Guarantor  and Banks  entered  into an Amended and Restated
Credit  Agreement  dated as of April 21, 2000, as amended by First  Amendment to
Amended and Restated Credit Agreement dated as of August 22, 2001 and as further
amended by Second Amendment to Amended and Restated Credit Agreement dated as of
August  28,  2002  (the  "Existing   Credit   Agreement")  for  the  purpose  of
establishing a reducing  revolving  line of credit in favor of Borrowers,  up to
the maximum principal amount of Twenty-Six Million Dollars ($26,000,000.00).

     B. For the purpose of this Third Amendment, all capitalized words and terms
not otherwise defined herein shall have the respective meanings and be construed
herein as provided in Section  1.01 of the  Existing  Credit  Agreement  and any
reference  to a provision of the Existing  Credit  Agreement  shall be deemed to
incorporate  that  provision as a part  hereof,  in the same manner and with the
same effect as if the same were fully set forth herein.

     C.  Borrowers  and Guarantor  desire to further  amend the Existing  Credit
Agreement for the purpose revising the Aggregate Commitment Reduction Schedule.

     D. Lender is willing to revise the Aggregate Commitment Reduction Schedule,
subject to the terms and conditions which are hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and other  good and
valuable  considerations,  the  receipt  and  sufficiency  of which  are  hereby
acknowledged, the parties hereto do agree to the amendments and modifications to
the Existing Credit


<PAGE>

Agreement in each instance  effective as of the Third Amendment  Effective Date,
as specifically hereinafter provided as follows:

     1.  Definitions.  Section 1.01 of the Existing  Credit  Agreement  entitled
"Definitions"   shall  be  and  is  hereby  amended  to  include  the  following
definitions.  Those terms  which are  currently  defined by Section  1.01 of the
Existing  Credit  Agreement and which are also defined below shall be superseded
and restated by the applicable definition set forth below:

     "Aggregate   Commitment   Reduction  Schedule"  shall  mean  the  Aggregate
Commitment  Reduction  Schedule  (Revised - Third  Amendment)  marked  "Schedule
2.01(c)",  affixed to the Third  Amendment  and by this  reference  incorporated
herein and made a part hereof,  setting forth the revised  Scheduled  Reductions
and  Maximum  Scheduled  Balance  as of each  Reduction  Date  under the  Credit
Facility  occurring as of and subsequent to the Third Amendment  Effective Date,
which revised  Schedule  2.01(c) shall fully  supersede and restate the Schedule
2.01(c) attached to the Existing Credit Agreement.

     "Credit  Agreement"  shall mean the Existing Credit Agreement as amended by
the Third Amendment, together with all Schedules, Exhibits and other attachments
thereto, as it may be further amended,  modified,  extended, renewed or restated
from time to time.

     "Existing  Credit  Agreement"  shall have the  meaning set forth in Recital
Paragraph A of the Third Amendment.

     "Maximum  Scheduled  Balance"  shall mean the maximum  amount of  scheduled
principal  which may be outstanding on the Credit  Facility from time to time in
the amount of Twenty  Million  Nine  Hundred  Forty-Four  Thousand  Four Hundred
Forty-Six Dollars  ($20,944,446.00) as of the Third Amendment Effective Date, as
reduced  from  time to time by the  Scheduled  Reductions  as set  forth  on the
Aggregate Commitment Reduction Schedule.

     "Third Amendment" shall mean the Third Amendment to Credit Agreement.

     "Third Amendment Effective Date" shall mean October 1, 2004, subject to the
occurrence of each of the  conditions  precedent set forth in Paragraph 3 of the
Third Amendment.

     2. Modification of Aggregate Commitment Reduction Schedule. As of the Third
Amendment  Effective  Date,  the definition of "Aggregate  Commitment  Reduction
Schedule"  shall be and is hereby  modified  as set forth in the  definition  of
Aggregate Commitment Reduction Schedule contained in the Third Amendment.

                                       2
<PAGE>

     3. Conditions  Precedent to Third Amendment  Effective Date. The occurrence
of the Third  Amendment  Effective Date is subject to Agent Bank having received
the  following  documents  and  payments,  in each case in a form and  substance
reasonably  satisfactory  to  Agent  Bank,  and the  occurrence  of  each  other
condition precedent set forth below on or before October 22, 2004:

     a. Due  execution by  Borrowers,  Guarantor and Banks of four (4) duplicate
originals of this Third Amendment;

     b.  Corporate  resolutions  or other  evidence of  requisite  authority  of
Borrowers and Guarantor, as applicable, to execute the Third Amendment;

     c.  Reimbursement  to Agent Bank by Borrowers for all  reasonable  fees and
out-of-pocket  expenses  incurred  by Agent  Bank in  connection  with the Third
Amendment,  including,  but  not  limited  to,  reasonable  attorneys'  fees  of
Henderson & Morgan,  LLC and all other like expenses  remaining unpaid as of the
Third Amendment Effective Date; and

     d. Such other  documents,  instruments  or  conditions as may be reasonably
required by Lenders.

     4.  Representations  of Borrowers.  Borrowers hereby represent to the Banks
that:

     a. The  representations  and  warranties  contained  in  Article  IV of the
Existing  Credit  Agreement  and  contained in each of the other Loan  Documents
(other than  representations  and warranties  which expressly speak only as of a
different date,  which shall be true and correct in all material  respects as of
such date) are true and correct on and as of the Third Amendment  Effective Date
in all material respects as though such  representations and warranties had been
made on and as of the Third Amendment  Effective Date, except to the extent that
such  representations  and  warranties are not true and correct as a result of a
change which is permitted by the Credit  Agreement or by any other Loan Document
or which has been otherwise consented to by Agent Bank;

     b. Since the date of the most recent  financial  statements  referred to in
Section 5.08 of the Existing Credit  Agreement,  no Material  Adverse Change has
occurred  and no event or  circumstance  which could  reasonably  be expected to
result in a Material Adverse Change or Material Adverse Effect has occurred;

     c. No event has occurred and is continuing  which  constitutes a Default or
Event of Default under the terms of the Credit Agreement; and

                                       3
<PAGE>

     d. The execution, delivery and performance of this Third Amendment has been
duly  authorized  by all  necessary  action of Borrowers  and Guarantor and this
Third  Amendment  constitutes  a valid,  binding and  enforceable  obligation of
Borrowers and Guarantor.

     5. Consent to Third Amendment and Affirmation and Ratification of Guaranty.
Guarantor  joins in the  execution  of this Third  Amendment  for the purpose of
evidencing its consent to the terms, covenants, provisions and conditions herein
contained  and contained in the Existing  Credit  Agreement.  Guarantor  further
joins in the execution of this Third  Amendment for the purpose of ratifying and
affirming its obligations under the Continuing  Guaranty for the guaranty of the
full and prompt payment and  performance  of all  Indebtedness  and  Obligations
under the Bank Facilities, as modified and amended under this Third Amendment.

     6. Incorporation by Reference.  This Third Amendment shall be and is hereby
incorporated in and forms a part of the Existing Credit Agreement.

     7.  Governing  Law.  This  Third  Amendment  to Credit  Agreement  shall be
governed  by the  internal  laws of the State of  Nevada  without  reference  to
conflicts of laws principles.

     8.  Counterparts.  This Third  Amendment  may be  executed in any number of
separate  counterparts  with the same  effect as if the  signatures  hereto  and
hereby  were upon the same  instrument.  All such  counterparts  shall  together
constitute one and the same document.

     9. Continuance of Terms and Provisions.  All of the terms and provisions of
the Existing  Credit  Agreement  shall remain  unchanged  except as specifically
modified herein.

     10. Replacement Schedules Attached. The following replacement Schedules are
attached hereto and incorporated  herein and made a part of the Credit Agreement
as follows:

          Schedule 2.01(c) - Aggregate Commitment Reduction Schedule

                                       4
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Third Amendment
as of the day and year first above written.

                                               BORROWERS:

                                               WMCK VENTURE CORP.,
                                               a Delaware corporation


                                               By  /s/ Larry Hannappel
                                                 ---------------------
                                                 Larry Hannappel,
                                                 Chief Financial Officer

                                               CENTURY CASINOS CRIPPLE
                                               CREEK, INC.,
                                               a Colorado corporation


                                               By  /s/ Larry Hannappel
                                                 ---------------------
                                               Larry Hannappel,
                                               Chief Financial Officer

                                               WMCK ACQUISITION
                                               CORP., a Delaware
                                               corporation


                                               By  /s/ Larry Hannappel
                                                 ---------------------
                                               Larry Hannappel,
                                               Chief Financial Officer


                                               GUARANTOR:

                                               CENTURY CASINOS, INC.,
                                               a Delaware corporation


                                               By  /s/ Larry Hannappel
                                                 ---------------------
                                               Larry Hannappel,
                                               Chief Accounting Officer
<PAGE>



                                               BANKS:

                                               WELLS FARGO BANK,
                                               National Association,
                                               Agent Bank, Lender and
                                               L/C Issuer


                                               By /s/ Sue Fuller
                                                 ---------------
                                               Sue Fuller,
                                               Vice President




<PAGE>


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>



                    AGGREGATE COMMITMENT REDUCTION SCHEDULE
                           (Revised - Third Amendment)

- ----------------------------- -------------------------- -----------------------
                                  SCHEDULED REDUCTION       MAXIMUM SCHEDULED
       REDUCTION DATE                                            BALANCE
- ----------------------------- -------------------------- -----------------------
Third Amendment Effective
Date                              $            0.00          $20,944,446.00
- ----------------------------- -------------------------- -----------------------
October 1, 2004                   $            0.00           20,944,446.00
- ----------------------------- -------------------------- -----------------------
January 1, 2005                   $            0.00           20,944,446.00
- ----------------------------- -------------------------- -----------------------
April 1, 2005                     $            0.00           20,944,446.00
- ----------------------------- -------------------------- -----------------------
July 1, 2005                      $      300,000.00           20,644,446.00
- ----------------------------- -------------------------- -----------------------
October 1, 2005                   $      300,000.00           20,344,446.00
- ----------------------------- -------------------------- -----------------------
January 1, 2006                   $      600,000.00           19,744,446.00
- ----------------------------- -------------------------- -----------------------
April 1, 2006                     $      600,000.00           19,144,446.00
- ----------------------------- -------------------------- -----------------------
July 1, 2006                      $      722,222.00           18,422,224.00
- ----------------------------- -------------------------- -----------------------
October 1, 2006                   $      722,222.00           17,700,002.00
- ----------------------------- -------------------------- -----------------------
January 1, 2007                   $      722,222.00           16,977,780.00
- ----------------------------- -------------------------- -----------------------
April 1, 2007                     $      722,222.00           16,255,558.00
- ----------------------------- -------------------------- -----------------------
July 1, 2007                      $      722,222.00           15,533,336.00
- ----------------------------- -------------------------- -----------------------
August 30, 2007 - Maturity        $   15,533,336.00                   -0-
 Date                            (Remaining unpaid       (Remaining unpaid
                                  principal balance)      balance fully due and
                                                          payable)
- ----------------------------- -------------------------------------- -----------

</TABLE>
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10_137.txt
<DESCRIPTION>MATERIAL CONTRACT-AMEND & RESTATED BROKERAGE AGMT
<TEXT>
                    AMENDED AND RESTATED BROKERAGE AGREEMENT
                    ----------------------------------------


Between Novomatic AG, Gumpoldskirchen,  Austria/Europe ("Buyer" hereinafter) and
Century Resorts Limited ("Century" hereinafter), dated October 1, 2004.

                                    WHEREAS:

A company  from the Century  group of companies  has  brokered an agreement  for
Buyer,  whereby Buyer got the  opportunity  to purchase 8% (eight  percent) of a
company called Silverstar Development Ltd.  ("Silverstar"  hereinafter) from one
of the main  proponents  and  investors  in that  company,  Mr.  Jose da  Silva.
Silverstar is domiciled in Gauteng, South Africa.

Both Buyer and Century  recognize and  acknowledge  that those 8% would not have
been  available  from Mr.  Jose da Silva for  purchase  for a  company  from the
Century group of companies as of the original date of this Agreement.

NOW THEREFORE, BE IT RESOLVED THAT:

     1.   Buyer has  bought  those 8% of  Silverstar  and Buyer  agrees to pay a
          commission to Century for brokering this purchase opportunity.

     2.   The  commission  payable from Buyer to Century shall be in the form of
          an option for Century to purchase from Buyer,  7/8 (seven  eighths) of
          the brokered  Silverstar  shares at 66%  (sixty-six  percent) of their
          fair market value at the time of sale from Buyer to Century.

     3.   In case  Silverstar  is a publicly  traded  company at the time of the
          option exercise,  then the fair market value of the Silverstar  shares
          will be  defined as the  average  share  price of the 30 trading  days
          preceding the exercise of the option by Century: in case Silverstar is
          a private  company at the time of the option  exercise,  then the fiar
          market value of 8/8 of the  Silverstar  shares will be (i)  determined
          through the average of two discounted  cash flow analyses  provided by
          reputable audit companies,  one suggested by each party, if the casino
          owned by  Silverstar  is already in operation at the time of sale from
          Buyer to Century,  or (ii) US  $1,000,000  (one million US Dollars) if
          the Silverstar  casino is not yet operational at the time of sale from
          Buyer to Century.

     4.   Century can exercise its call option at any time between the signature
          date of this Agreement and the third anniversary of the opening of the
          Silverstar casino.

     5.   Buyer obliges  himself not to sell,  pledge or otherwise  encumber the
          Silverstar shares during the term of Century's option.

                               IN WITNESS WHEREOF

The parties  acknowledge  and agree to the terms and conditions  above stated by
signing below.  This Agreement shall become effective as of the date first above
written.


/s/ Dr. Franz Wohlfahrt                             /s/ Erwin Haitzmann
- -----------------------                             -------------------
Dr. Franz Wohlfahrt                                 Erwin Haitzmann

/s/ DI Ryszard Presch                               /s/ Peter Hoetzinger
- ----------------------                              --------------------
DI Ryszard Presch                                   Peter Hoetzinger

Buyer                                               Century

Date:_____________                                  Date:______________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10_138.txt
<DESCRIPTION>MATERIAL CONTRACT-EMPLOYMENT AGREEMENT
<TEXT>


                                                           Final (July 20, 2004)
                              EMPLOYMENT AGREEMENT


     This Employment Agreement (the "Agreement"), dated as of July 19, 2004 (the
"Effective  Date"),  is between Century Casinos,  Inc., a Delaware  corporation,
whose  principal  executive  offices are located in Colorado  Springs,  Colorado
("Employer"), and Mr. Richard S. Rabin ("Employee").

                                    Recitals

     A.  Employee  wishes to be considered by Employer for the position of Chief
Operating Officer, North America ("the Position"). Employer wishes to retain the
services of  Employee  for the  Position,  and  Employer  and  Employee  wish to
formalize  the terms  and  conditions  of their  agreements  and  understandings
concerning Employee's employment in the Position.

     B. Employee's  employment by Employer,  the mutual covenants stated in this
Agreement,   and  other  valuable   consideration,   the  receipt  of  which  is
acknowledged by Employee, are sufficient consideration for this Agreement.

     C.  This  Agreement  supersedes  and  replaces  any prior  oral or  written
employment agreements entered into by and between Employer and Employee, and the
terms of this Agreement shall be held confidential by Employee.

                                    Agreement

     The parties agree as follows:

     1. Employment.  As of the Effective Date, Employer shall employ Employee in
the Position, and Employee agrees to accept such employment.

     2. Term of  Agreement.  The term of this  Agreement  will  commence  on the
Effective  Date and will  continue for two years  unless  sooner  terminated  in
accordance  with the provisions of this Agreement.  Furthermore,  this Agreement
may be  extended  for  periods of six (6) months as  follows:  if on the date no
later than six months before the Agreement  will normally  expire,  both parties
give  notice that they wish the  Agreement  to  continue,  the  Agreement  shall
continue under the same terms for an additional  period of six months  following
the previous  expiration  date.  The parties will continue  this process  during
successive  extensions  of this  Agreement.  The following is an example of this
process:  the initial term of the  Agreement  will expire on July 18, 2006.  Six
months  before the  expiration  date is January 18,  2006.  If both parties give
notice on or before January 18, 2006,  that they wish the Agreement to continue,
the  expiration  date of the  Agreement  shall be extended to January 18,  2007.
Then, six months before the end of this new termination date, the parties may or
may not give similar notice concerning extension so as to cause the Agreement to
extend an additional six months.  This process shall continue during the life of
the Agreement, or any extensions or amendments to the Agreement.
<PAGE>

     3.  Actions  of  Employer.   All  actions  by  and  decisions  of  Employer
contemplated in this Agreement will be made by Employer's  Executive  Committee,
which may from time to time appoint one of its members  under this  Agreement to
carry out its functions.  Nevertheless,  Employee  understands  that  Employer's
Compensation Committee must approve all decisions concerning Employee's salary.

     4. Duties of Employee. Employee's principal duties on behalf of Employer as
of the  Effective  Date shall be to act as the Chief  Operating  Officer,  North
America. Employee will undertake and assume the responsibility of performing for
and on behalf of Employer  whatever  duties are  necessary  and required in such
position. Employee will devote Employee's full time and energies and best effort
to the performance of such duties, to the exclusion of all other activities that
conflict  in any  material  way with  Employee's  duties  under this  Agreement.
Specific duties,  and limitations on authority,  of Employee may be addressed by
separate  memoranda or other  instructions.  In performing his duties,  Employee
recognizes and agrees that he will abide by the Employer's Code of Ethics.

     5. Location of Work; Payment for Various Expenses.  The parties contemplate
that Employee's primary duty location will be in Colorado Springs, Colorado and,
initially - as long as there is only one  operation  in North  America - also in
Cripple Creek,  Colorado.  Employee shall have an office at Employer's  Colorado
Springs' offices.  Should the location of Employer's North American headquarters
change to a location within the State of Colorado,  then Employee's primary duty
location would change to that location.  Nevertheless,  Employee  recognizes and
agrees  that his duties  will  require him to travel,  including,  most  likely,
international  travel,  for  meetings  and to assist the  entities  operated  by
Century Casinos Inc., primarily in North America, but also worldwide.

     (a) Employer shall pay for Employee's  expenses of moving to Colorado up to
a maximum of US-$  27,500.  Employee  shall  gather  three  estimates  for these
expenses,  and Employer  shall pay the lowest of the three.  Employer shall also
pay  Employee  $1,500 to defray  the cost of visits to  Colorado  by  Employee's
family for purposes of  house-hunting.  Employer shall also buy from  Innovation
Group,  Employee's  laptop  and  printer,  which  shall be  Employer's  personal
property.  Employer shall not be responsible  for any other payments to Employee
except as  specifically  provided in this  Agreement  or in a separate,  written
addendum  to  this  Agreement,  signed  by  Employee  and  Employer's  Executive
Committee.

     (b)  Employer  shall loan  Employee  $13,000 for  Employee to use to defray
expenses due to the early payment of the loan on  Employee's  home in Las Vegas,
Nevada.  Employer  shall also loan  Employee the amount of $ 10,000  (US-dollars
tenthousand)  to pay for  Employee's  temporary  housing  in  Denver,  Colorado.
Employee shall repay both these amounts,  without interest,  from his first, and
subsequent,  bonus  payments  until the full  amount has been  repaid.  Employee
hereby authorizes such deductions to be made from his bonuses.

     6. Compensation.

     (a) Salary.  Employer will pay to Employee a yearly salary ("Base  Salary")
of One Hundred  Fifty  Thousand  Dollars  ($150,000.00),  payable on the payroll
dates established by

                                       2
<PAGE>

Employer from time to time. Once Employer's  proposed  Edmonton property becomes
operational,  Employee's  salary  shall be increased by the amount of $7,500 per
year. Also, when Employer's proposed Central City property becomes  operational,
Employee's annual salary shall be increased by $7,500 per year.

     (b)  Bonus.  Employee  shall be  eligible  to  receive a bonus,  based upon
satisfactorily   reaching  various  budget  and  financial   criteria  that  are
established  for each calendar year in question and are designated as pertaining
to the bonus calculation. Employee shall only be eligible for such a bonus if he
is employed on the last day of the calendar year to which the bonus applies. For
2004,  any bonus shall be based on criteria  related to Womacks Casino only. For
2005, any bonus shall be based on the  performance of Womacks and on the on-time
and on-budget delivery of the proposed  properties in Edmonton and Central City.
Should  the  on-time  and  on-budget  delivery  of the  proposed  properties  be
influenced  in any  direction by  situations  beyond  Employee's  control,  then
Employee's  bonus shall be  adjusted  accordingly.  The  on-time  and  on-budget
bonuses  for the  proposed  properties  in Edmonton  and  Central  City shall be
spelled out in the bonus agreements for 2005 resp. 2006, as the case may be. For
subsequent  years,  Employee's  bonus  shall be based  on such  criteria  as the
Employer  establishes.  The 2004 bonus  calculations shall be in accordance with
the annex enclosed at Exhibit A.

     (c)  Vacations/Sick  Days.  Employee will be entitled to paid  vacations of
three weeks per calendar year, in accordance with the procedures  established by
Employer.  Any specific  vacation of more than one week's duration is subject to
the advance  approval of  Employer.  Employee is entitled to four paid sick days
per calendar year.  Employee may accrue unused sick time from year to year up to
a limit of eight days total sick days. No payments shall be made for accumulated
sick days.

     (d)  Additional  Benefits.  Currently,  Employee  will be  entitled  to the
following benefits: 401(k) and  medical/hospitalization  insurance in accordance
with Employer's normal policies,  and the holidays observed by Employer pursuant
to its normal  policies  by which  employees  are granted a day off with pay. In
addition,  Employee will be entitled to additional  benefits in accordance  with
Employer's  policies,  as they may be established  and modified by Employer from
time to time, for persons holding similar positions with Employer, as determined
by Employer in its sole discretion.

     (e)  Reimbursement  of  Business  Expenses.  Employer  will  reimburse  all
reasonable  expenses  incurred by  Employee on behalf of Employer in  connection
with Employee's  performance of duties under this Agreement,  in accordance with
the Employer's Travel Policy, and subject in each case to compliance by Employee
with any reasonable  requirements  imposed by Employer concerning  submission of
invoices, prior approval, tax deductibility of expenses, and similar matters.

     (f) Stock  Options.  Employee will be eligible to  participate in any stock
option plan and bonus plan or policy for persons holding similar  positions with
Employer that may be established by Employer.  The number of options  granted to
Employee, if any, and the terms of such options are solely within the discretion
of  Employer's  Board  of  Directors  and/or  Employer's   Executive  Committee,
Incentive Plan Committee and/or Compensation Committee,

                                       3
<PAGE>

as the legal  requirements  may be,  except that within thirty (30) days after a
new Equity Incentive Plan has been approved by Employer's shareholders, Employee
shall be granted 25,000 options, and, in deviation from past policy, 10% of this
number shall vest at the time of such grant, with 20% of this number vesting one
year  later,  30% one year  after that and 40% in the year  subsequent  to that,
subject to the  approval  of the  relevant  Committees  of  Employer's  Board of
Directors. In case that there should not be a new Employee Equity Incentive Plan
in 2005, then Employee shall be entitled to receive a cash payment calculated as
the in-the-money-value that those 25,000 options, when vested, would have had if
they had been granted. Further, Employee shall receive another 25,000 options on
the date of the first contract  extension,  provided that the contract will have
been  extended by both  parties.  The strike price and vesting of these  options
will be in  accordance  with  the  Equity  Incentive  Plan  and  subject  to the
Incentive Plan Committee's decisions in this regard.

     7.  Termination,  Severance Pay and  Restrictions  Against  Competition and
Solicitation.

          (a) Voluntary Termination by Employee.

               (i)  Employee  agrees to give  Employer at least sixty (60) days'
                    notice prior to any voluntary  termination  of employment by
                    Employee.

               (ii) If Employee terminates employment voluntarily,

                    (A)  Employee  will  receive  all earned  Base  Salary  only
                         through  the last  day of  Employee's  employment  with
                         Employer (as well as reimbursement of expenses incurred
                         through the last day of Employee's employment);

                    (B)  The  Noncompetition and  Nonsolicitation  Periods under
                         Section 8 will end on the first anniversary of the last
                         day of Employee's employment with Employer.

               (iii)Employee and Employer  acknowledge that Employee's knowledge
                    of the  particular  operations of Employer will be difficult
                    to  replace  and  that the  giving  of 60  days'  notice  by
                    Employee  is   necessary   to  enable   Employer  to  obtain
                    transition assistance.

          (b) Termination by Employer Without Cause.

               (i)  Employer may  terminate  Employee's  employment at any time,
                    without Cause (as defined below).

               (ii) If Employer terminates Employee's employment without Cause:

                    (A)  Employee  will  receive all earned Base Salary  through
                         the last day of Employee's  employment  term  including
                         all

                                       4
<PAGE>

                    mutually  agreed  extensions  pursuant  to  Section  2  with
                    Employer  (as well as  reimbursement  of  expenses  incurred
                    through the last day of Employee's employment);

                    (B)  Employee's  medical/hospitalization  insurance  will be
                         continued  for the  remaining  term  of the  Agreement,
                         including all mutually  agreed  extensions  pursuant to
                         Section 2.

                    (C)  The  Noncompetition  and  Nonsolicitation  Period under
                         Section  8 will end six  months  after  the last day of
                         Employee's employment with Employer.  However, Employee
                         can  be  released  from  his  obligations   under  this
                         subsection   on  mutual   agreement   of  Employee  and
                         Employer.

                    (D)  Employer  will continue  Employee's  normal pay for the
                         remaining term of the Agreement, including all mutually
                         agreed extensions pursuant to Section 2.

                    (E)  Employee  will also  receive a payment  equal to 50% of
                         the bonus  received by Employee for the year  preceding
                         his termination under this section.

                    (F)  If  Employee  should be working  somewhere  else,  then
                         Employer  does not  have to pay  Employee  any  longer.
                         Irrespective  of other clauses in this  Agreement,  the
                         Non-Compete  will be in effect as long as Employer pays
                         Employee. Employer and Employee can mutually agree that
                         Employee  can  look for  other  employment  within  the
                         defined area.

                    (G)  If  Employee  should  be  permitted  to  look  for  and
                         subsequently find other  employment,  then Employer has
                         the  option  to  either  continue  to pay  Employee  or
                         release Employee to this other employer with no further
                         pay from  Employer  to Employee  from the day  Employee
                         commences to work for this other employer.

          (c)  Termination by Employer for Cause.

               (i)  Employer may terminate  Employee's  employment with Employer
                    at any time,  for Cause,  upon notice to  Employee.  "Cause"
                    means: (A) any fraud, theft or intentional  misappropriation
                    perpetrated by Employee against Employer;  (B) conviction of
                    Employee of a felony;  (C) a material and willful  breach of
                    this  Agreement  by Employee,  if Employee  does not correct
                    such breach within a reasonable  period after Employer gives
                    written  notice to Employee  (with such notice to specify in
                    reasonable detail the action or

                                       5
<PAGE>

                    inaction that constitutes such breach); (D) willful or gross
                    misconduct  by Employee in the  performance  of duties under
                    this Agreement;  (E) failure by Employee to maintain in good
                    standing  any license that  Employee  must hold based on the
                    requirements  of  any  regulatory  body;  (F)  the  chronic,
                    repeated,  or persistent failure of Employee in any material
                    respect to perform Employee's  obligations as an Employee of
                    Employer (other than by reason of a disability as determined
                    under  common  law or  any  pertinent  statutory  provision,
                    including without limitation the Americans With Disabilities
                    Act),  if Employee  does not correct such  failure  within a
                    reasonable  period after  Employer  gives written  notice to
                    Employee  (with such notice to specify in reasonable  detail
                    the  action or  inaction  that  constitutes  such  failure).
                    Employer and Employee  agree that the  provisions of (F) are
                    not intended to provide  grounds for a termination for Cause
                    merely  because  of an  isolated  failure  on  the  part  of
                    Employee to satisfy performance goals set by Employer.

               (ii) If Employee is terminated for Cause,

                    (A)  Employee will receive Base Salary only through the last
                         day of Employee's  employment with Employer (as well as
                         reimbursement of expenses incurred through the last day
                         of Employee's employment);

                    (B)  The  Noncompetition and  Nonsolicitation  Periods under
                         Section 8 will end on the first anniversary of the last
                         day of Employee's employment with Employer.

     8. Noncompetition, Nonsolicitation, Disparagement.

     (a) Covenant not to Compete. During the period that Employee is employed by
Employer and thereafter for the pertinent  Noncompetition  Period,  Employee (i)
will not directly or indirectly own, control,  operate, manage, consult for, own
shares in, be employed by, or otherwise  participate in any sole proprietorship,
corporation, partnership, or other entity whose primary business is the Business
(as defined below), within 100 miles of any location in which Employer operates,
or has any interest  in, any casino or other  entity in which legal  gambling is
permitted  or  undertaken  and (ii) will not  solicit  any  actual or  potential
customers  of  Employer,  any  consultants  to  any  such  actual  or  potential
customers,  or any  suppliers  of  Employer.  The  "Business"  means  any of the
following:  the  operation or  management of any casino or other entity in which
legal  gambling of any form is permitted or  undertaken.  (The  restrictions  in
8(a)(i)  above,  shall also  include  any  location  in which the  Employer  has
proposed  to  do  Business,  or  has  made  plans  to  make  such  a  proposal.)
Notwithstanding the foregoing restriction,  Employee may own beneficially, or of
record,  less  than two  percent  of the  outstanding  shares  or  other  equity
interests of any entity in the Business whose stock is traded publicly on NASDAQ
or another nationally recognized stock exchange.  The parties specifically

                                       6
<PAGE>

agree  that  the  Noncompetition  Periods  specified  in  paragraph  7  and  the
geographical   scope  discussed  above  are  reasonably   necessary  to  protect
Employer's interests, including Employer's trade secrets.

     (b)  Nonsolicitation.  During the  period  that  Employee  is  employed  by
Employer and thereafter for the pertinent  Nonsolicitation Period, Employee will
not solicit or attempt to solicit for employment,  for any other  employer,  any
person  while such  person is an employee  or  consultant  of Employer or of any
subsidiary  or parent  company of Employer,  and  Employee  will not solicit for
employment  or employ any such person within six months after such person ceases
to be an employee or consultant of Employer.

     (c) Disparagement.  During the  Nonsolicitation  Period,  Employee will not
disparage, criticize, or demean Employer, its reputation,  employees, directors,
Officers,  services,  products,  manner of conducting  business,  customers,  or
suppliers,  or any other aspect of Employer,  by any  communication  whatsoever.
Likewise,  during  this  Period,  the  Employer  will  respond to  requests  for
information  concerning Employee's employment with a neutral response reflecting
Employee's dates of employment, positions held and ending pay rate.

     9. Confidential Information, Trade Secrets and Intellectual Property.

     (a)  Confidential  Information.  Employee  acknowledges  that  information,
observations,  and data  (including  but not limited to  customer/client  lists)
obtained by Employee,  both prior to the Effective  Date and after the Effective
Date,  concerning the business or affairs of Employer,  constitute  confidential
information,  are trade secrets, are the property of Employer, and are essential
and  confidential  components of Employer's  business.  Employee will not at any
time,  either during or after  employment with Employer,  directly or indirectly
disclose  to any person or use any of such  information,  observations  or data,
except as required by Employee's  duties in the course of Employee's  employment
with Employer, and except to the extent that:

     (i)  the  information  was  within  the  public  domain  at the time it was
          provided to Employee;

     (ii) the information  was published or otherwise  became part of the public
          domain after it was provided to Employee through no fault of Employee;

     (iii)the  information  already  was in  Employee's  possession  at the time
          Employer  disclosed  it to  Employee,  was not  acquired  by  Employee
          directly or indirectly from anyone with a duty of  confidentiality  to
          Employer,  and was not  acquired by Employee  under  circumstances  in
          which Employee already was an employee of or a consultant to Employer,
          or had a duty of confidentiality to Employer; or

     (iv) the  information  is  required to be  disclosed  (A) by any federal or
          state law rule or regulation,  (B) by any applicable judgment,  order,
          or decree of any court, governmental agency or arbitrator having or

                                       7
<PAGE>

          purporting to have  jurisdiction in the matter, or (C) pursuant to any
          subpoena or other discovery request in any litigation,  arbitration or
          other proceeding, but if Employee proposes to disclose the information
          in accordance with (A), (B), or (C), Employee will first give Employer
          reasonable  prior  notice  of the  proposed  disclosure  of  any  such
          information  so as to provide  Employer an opportunity to consult with
          Employee as to the  applicability  of such law, rule, or regulation or
          to appear  before any court,  governmental  agency,  or  arbitrator in
          order to contest the disclosure,  as the case may be, and prior to any
          such  disclosure will redact  confidential  information to the maximum
          extent permissible.

     (b) Return of Documents,  Etc.  Immediately  upon termination of Employee's
employment  with Employer or at any time upon notice to Employee from  Employer,
Employee will deliver to Employer all memoranda, notes, plans, records, reports,
and other documents and information  provided to Employee by Employer or created
by Employee in connection with Employee's employment, including, but not limited
to information stored in electronic format on PCs, laptops, external hard disks,
CDs,  etc.  and all  copies of all such  documents  in any  tangible  form which
Employee may then possess or have under Employee's control, and will destroy all
of such  information  in intangible  form which is in  Employee's  possession or
under Employee's control.

     10. Survival of Obligations Upon Employee's Termination. The obligations of
Employee  in  Sections  8 and 9  will  survive  the  termination  of  Employee's
employment with Employer.  The obligations of Employee in Section 9 will survive
the  termination  of Employee's  employment  with Employer  without  limitation,
whether  initiated by Employee or by Employer,  and will continue until Employer
consents in writing to the release of  Employee's  obligations  under  Section 9
this Agreement.

     11.  Remedy for Breach.  Both Employee and Employer  expressly  acknowledge
that the  subject  matter of this  Agreement  is unique,  and that any breach of
Employee's obligations under Sections 8 and 9 is likely to result in irreparable
injury to Employer, and the parties therefore expressly agree that Employer will
be entitled to obtain specific  performance of this Agreement through injunctive
relief and such  ancillary  remedies of an equitable  nature as a court may deem
appropriate.  Such equitable relief will be in addition to, and the availability
of such  equitable  relief  will  not  preclude,  any  legal  remedies  or other
remedies,  which might be  available  to such party.  If Employee  breaches  any
provisions  in Sections 8 or 9,  Employer  is  entitled  to apply for  equitable
relief in the  Colorado  District  Court,  Fourth  Judicial  District,  prior to
initiation of mediation.  Employer's application for temporary injunctive relief
will not limit  Employer  from  pursuing any other  available  remedies for such
breach.  Employee  specifically  agrees with the  designation  of this court and
waives any objection or defense based on forum non-conveniens, improper venue or
lack of personal jurisdiction.

     12.  Severability.  Each  provision  of this  Agreement  is  intended to be
severable,  and if any  portion  of this  Agreement  is held  invalid,  illegal,
unenforceable or void for any reason, the

                                       8
<PAGE>

remainder of this  Agreement will  nonetheless  remain in full force and effect.
Any portion held to be invalid,  unenforceable,  or void will,  if possible,  be
deemed  amended or reduced in scope,  but such  amendment  or reduction in scope
will be made only to the minimum extent  required for causing such portion to be
valid and enforceable.

     13. General Acknowledgments. Employee and Employer expressly agree that the
restrictions on Employee's  activities imposed under Section 8 are reasonable in
their  temporal  and  geographic  scope and with  respect  to the  nature of the
activities  so restricted  and that the  restrictions  on Employee's  activities
imposed  under  Section 9 are  reasonable  and  necessary  to protect  the trade
secrets and other  Confidential  Information of Employer.  The parties expressly
agree that (i) Employee is  benefitted by these  restrictions,  insofar as other
persons in similar managerial positions with Employer have entered or will enter
into similar  agreements with Employer,  (ii) these  restrictions are reasonable
and  necessary to protect  Employer and its  subsidiaries  from loss of property
rights and from  competing  efforts,  and (iii)  because  of these  restrictions
Employer is willing to share its trade secrets and confidential information with
Employee to enable  Employee to perform his or her duties.  The parties  further
expressly agree that, if any court of competent jurisdiction determines that any
provision of Section 8 or Section 9 is unreasonable,  the court will not declare
the  provision  invalid,  but rather will reform and modify the  provision,  and
enforce the provision as reformed and modified,  to the maximum extent permitted
by law.  The  existence  of any  claim or cause of action  of  Employee  against
Employer, whether predicated on this Agreement or otherwise, will not constitute
a defense to the  enforcement  by  Employer  of the  provisions  of Section 8 or
Section 9.

     14.  Non-Waiver.  The  failure  to  enforce  any right  arising  under this
Agreement or any similar  agreement on one or more  occasions will not be deemed
or  construed  to be a waiver of that right  under this  Agreement  or any other
agreement on any other  occasion,  or of any other right on that occasion or any
other occasion.

     15.  Employee  Warranties.  Employee  warrants to Employer  that, as of the
Effective  Date,  (a)  Employee  is not  employed  and is not a party to another
employment  contract,  express or implied; (b) Employee has no other obligation,
contractual or otherwise,  which would prevent  Employee from entering into this
Agreement and from complying with its provisions; (c) Employee does not possess,
and  will  not  utilize  during   Employee's   employment  with  Employer,   any
confidential  information obtained by Employee through or in connection with any
prior employment, relating to any prior employer's business, products, services,
techniques,  methods, systems, plans, policies,  prices, customers,  prospective
customers,  or employees;  and (d) Employee has given  Employer  timely  written
notice of any of Employee's  prior  employment  agreements or patent rights that
might  conflict  with any interest of Employer and has provided  Employer with a
copy of such agreements or patent rights,  including any  applications  for such
rights.

     16.  Dispute  Resolution.  Subject to  Employer's  right to seek  equitable
relief under  Section 11, which is not  affected by this  Section,  Employer and
Employee  agree to submit to final,  binding  arbitration,  any and all  claims,
disputes or controversies between Employee and Employer, any business affiliated
with Employer, or any of the respective directors, managers, employees or agents
of such businesses, including, but not limited to, claims, disputes or

                                       9
<PAGE>

controversies arising out of or related to this Agreement or the breach thereof.
The parties agree that such  arbitration is pursuant to the Federal  Arbitration
Act.  The  arbitration  shall  be  governed  by the  then-existing  rules of the
American Arbitration  Association for Commercial Arbitration and will be held in
Colorado  Springs,  Colorado.  The arbitrator  will be selected  pursuant to the
mutual  agreement of the parties,  and, if the parties are unable to agree,  the
arbitrator will be designated by the Chief Judge of the Fourth Judicial District
Court,  State  of  Colorado.  The  award  rendered  by the  arbitrator  shall be
enforced, if necessary,  in the United States District Court for the District of
Colorado.  The  arbitrator  shall  apply  the  substantive  law of the  State of
Colorado and may award any relief  recognized  by Colorado  law,  which could be
awarded  by a  District  Court of the State of  Colorado,  including  injunctive
relief and attorney's  fees. The arbitrator  shall award  reasonable  attorney's
fees and costs to the prevailing party.

     17. Integration Clause and Modification. This Agreement is the complete and
exclusive  statement of the  agreement  between the parties and  supersedes  all
proposals,  prior agreements,  and all other communications between the parties,
oral or in  writing,  relating  to the subject  matter of this  Agreement.  This
Agreement may be amended or superseded  only by an agreement in writing,  signed
by Employee and the CEO of Employer.

     18.  Notices.   All  notices,   requests,   demands,   claims,   and  other
communications  under this  Agreement must be in writing.  Any notice,  request,
demand,  claim, or other  communication under this Agreement will be deemed duly
given  only  if it is sent by  registered  or  certified  mail,  return  receipt
requested,  postage prepaid, or by courier, by facsimile,  or email message, and
must be addressed to the intended recipient as follows:

       If to Employer, to: ______________________________________
                           ______________________________________
                           ______________________________________


       If to Employee:  to Employee's residence, as shown on Employer's records.

Notices will be deemed given and  received  three days after  mailing if sent by
certified  mail,  when delivered if sent by courier,  and one business day after
receipt of confirmation by person or machine if sent by telecopy,  facsimile, or
email  transmission.  Either  party may  change the  address  to which  notices,
requests,  demands,  claims and other communications under this Agreement are to
be delivered by giving the other party notice in the manner set forth above.
Any notice sent by email to Employer will be to the following
address:___________________.
Any notice sent by email to Employee will be to the following
address: ___________________.

     19.  Governing  Law and  Forum.  This  Agreement  will be  governed  by and
construed  according  to the  internal  laws of the State of  Colorado,  without
regard to conflict of law principles,  except Section 16, which will be governed
and  construed  according to the Federal  Arbitration  Act,  except as otherwise
provided in Section  16. The parties  further  agree that any  disputes  arising
under this  Agreement and any action  brought to enforce this  Agreement must be
brought  exclusively in the Colorado District Court,  Fourth Judicial  District,
and the  parties  consent to personal  jurisdiction  of such court and waive any
objection or defense of forum non-conveniens, improper venue or lack of personal
jurisdiction.

                                       10
<PAGE>

     20. Acknowledgment by Employee.  Employee has been afforded the opportunity
to read,  reflect  upon and  consider  the  terms  of this  Agreement,  has been
afforded the opportunity to discuss this Agreement with  Employee's  attorney or
other advisor or counselor,  has read this entire  Agreement,  fully understands
its terms, has voluntarily executed this Agreement, and has retained one copy of
this  executed   Agreement  for  Employee's   records.   Furthermore,   Employee
acknowledges  and  agrees  that  should  Employee  obtain  employment  after the
termination  of this  Agreement,  Employer  may  communicate  with a  subsequent
employer and show a copy of this  Agreement to a  subsequent  employer,  for the
purpose  of  informing  a  subsequent   employer  about  Employer's  rights  and
Employee's obligations under this Agreement.


ACCEPTED AND AGREED:                        ACCEPTED AND AGREED:


/s/ Erwin Haitzmann, Employer                    /s/ Richard S. Rabin, Employee
- ------------------------------------             ------------------------------
Erwin Haitzmann                                  Richard S. Rabin

Title: Chief Executive Officer


/s/ Peter Hoetzinger, Employer
- ------------------------------------
Peter Hoetzinger

Title: President



Date: ________________________________  Date: __________________________________


<PAGE>



                                    EXHIBIT A
                           Annex Concerning 2004 Bonus


     Employee's 2004 bonus shall be included as follows:

     1. If the budget for  Womacks  Casino is reached,  that is Earnings  Before
Interest, Tax Depreciation and Amortization  ("EBITDA") of $9,460,000,  Employee
shall receive a bonus equal to 40% of his salary received for 2004.

     2. If Womacks' EBITDA is between $9,460,000 and $10,000,000,  Employee will
receive  an  additional  bonus  equal  to  three  percent  of the  EBITDA  above
$9,460,000.

     3. If Womacks' EBITDA is between $10,000,000 and $10,500,000, then Employee
will receive,  in addition to the amounts in 1 and 2 above, an additional amount
equal to 4.5% of the EBITDA above $10,000,000.

     4. If Womacks'  EBITDA is higher than  $10,500,000,  then the Employee,  in
addition to the amounts in 1, 2 and 3 above,  will receive an additional 7.5% of
the EBITDA above $10,500,000.

     5. If  certain  non-quantative  goals  have been met  (personal  commitment
component of bonus),  then the Employee  will receive an  additional  10% of his
salary earned during 2004. The personal commitment goals shall be established by
the Employee and Employer.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>9
<FILENAME>ex31_1.txt
<DESCRIPTION>CERTIFICATION-HAITZMANN
<TEXT>
EXHIBIT 31.1
                                 CERTIFICATIONS

I, Erwin Haitzmann, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of Century  Casinos,
Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  and presented in this  quarterly  report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this quarterly report based on such evaluation; and

     c)  disclosed  in this  quarterly  report  any  change in the  registrant's
internal control over financial  reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to  materially  affect,   the  registrant's   internal  control  over  financial
reporting;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: October, 28, 2004

/s/ Erwin Haitzmann
- --------------------------------
Erwin Haitzmann
Chairman and Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>10
<FILENAME>ex31_2.txt
<DESCRIPTION>CERTIFICATION-HOETZINGER
<TEXT>
EXHIBIT 31.2
                                 CERTIFICATIONS

I, Peter Hoetzinger, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of Century  Casinos,
Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  and presented in this  quarterly  report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this quarterly report based on such evaluation; and

     c)  disclosed  in this  quarterly  report  any  change in the  registrant's
internal control over financial  reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to  materially  affect,   the  registrant's   internal  control  over  financial
reporting;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: October 28, 2004

/s/ Peter Hoetzinger
- --------------------------------
Peter Hoetzinger
Vice-Chairman and President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>11
<FILENAME>ex31_3.txt
<DESCRIPTION>CERTIFICATION-HANNAPPEL
<TEXT>
EXHIBIT 31.3
                                 CERTIFICATIONS

I, Larry Hannappel, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of Century  Casinos,
Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  and presented in this  quarterly  report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this quarterly report based on such evaluation; and

     c)  disclosed  in this  quarterly  report  any  change in the  registrant's
internal control over financial  reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to  materially  affect,   the  registrant's   internal  control  over  financial
reporting;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: October 28, 2004

/s/ Larry Hannappel
- --------------------------------
Larry Hannappel
Chief Accounting Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>12
<FILENAME>ex32_1.txt
<DESCRIPTION>CERTIFICATION-HAITZMANN
<TEXT>
Exhibit 32.1


Certification of Chairman of the Board and Chief Executive Officer

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection  with the  Quarterly  Report of Century  Casinos,  Inc. (the
"Company")  on Form 10-Q for the period ended  September  30, 2004 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material aspects, the financial condition and results of operations of
          the Company.





     Date: October 28, 2004

     /s/ Erwin Haitzmann
     -------------------
     Erwin Haitzmann
     Chairman of the Board and Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>13
<FILENAME>ex32_2.txt
<DESCRIPTION>CERTIFICATION-HOETZINGER
<TEXT>
Exhibit 32.2


Certification of Vice-Chairman and President


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection  with the  Quarterly  Report of Century  Casinos,  Inc. (the
"Company")  on Form 10-Q for the period ended  September  30, 2004 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material aspects, the financial condition and results of operations of
          the Company.





     Date:  October 28, 2004

     /s/ Peter Hoetzinger
     --------------------
     Peter Hoetzinger
     Vice-Chairman and President



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>14
<FILENAME>ex32_3.txt
<DESCRIPTION>CERTIFICATION-HANNAPPEL
<TEXT>
Exhibit 32.3


Certification of Chief Accounting Officer


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection  with the  Quarterly  Report of Century  Casinos,  Inc. (the
"Company")  on Form 10-Q for the period ended  September  30, 2004 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material aspects, the financial condition and results of operations of
          the Company.





     Date:  October 28, 2004

     /s/ Larry Hannappel
     -------------------
     Larry Hannappel
     Chief Accounting Officer



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
