FOURTH AMENDMENT
                                   TO RESTATED
                        EMPLOYEES' EQUITY INCENTIVE PLAN


                              CENTURY CASINOS, INC.


                           Dated as of March 10, 2003






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

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


                                 R E C I T A L S

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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                                     <PAGE>

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

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

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

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

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


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


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

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

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

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

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


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

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

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

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

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

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          Section 8.3 above."

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

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

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

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

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

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

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

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

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

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

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

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


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


                                                        INCENTIVE PLAN COMMITTEE
                                                           CENTURY CASINOS, INC.


                                                            /s/ Erwin Haitzmann
                                                       ------------------------
                                                             Erwin H. Haitzmann


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


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


                                                        /s/ Gottfried Schellmann
                                                       ------------------------
                                                           Gottfried Schellmann