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




                           Dated as of March 12, 2001

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

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

                                    RECITALS

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

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

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

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

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

     "(f) Transferability.

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


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

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

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


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

                                                      CENTURY CASINOS, INC.

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


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


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

                                      -2-
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                                                         /s/ Gottfried Shellmann
                                                       -------------------------
                                                             Gottfried Shellmann


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


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

                                      -3-
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