EXHIBIT 10.70

Second  Amendment to the Credit  Agreement  dated as of March 31, 1997,  between
Wells Fargo Bank, N.A.  ("Lender");  WMCK Venture Corp., Century Casinos Cripple
Creek, Inc., and WMCK Acquisition Corp. ("Borrowers"); and Century Casinos, Inc.
("Guarantor"), dated January 28, 1998.



                      SECOND AMENDMENT TO CREDIT AGREEMENT
                      ------------------------------------

            THIS SECOND  AMENDMENT TO CREDIT AGREEMENT  ("Second  Amendment") is
made and  entered  into as of the 28th day of January,  1998,  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 as
the administrative and collateral agent for the Lenders (herein in such capacity
called the "Agent Bank" and, together with the Lender,  collectively referred to
as the "Banks").

                                R E C I T A L S:
                                ----------------

            WHEREAS:

            A. Borrowers, Guarantor, Agent Bank and Lender entered into a Credit
Agreement  dated as of March  31,  1997 (the  "Original  Credit  Agreement")  as
amended by First  Amendment  to Credit  Agreement  dated as of November 11, 1997
(the  "First  Amendment"  and  together  with  the  Original  Credit  Agreement,
collectively 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 Thirteen Million Dollars ($13,000,000.00).

            B. For the purpose of this Second  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 following purposes:

                  (i) As of  April  1,  1998,  modifying  the  rate of  interest
            accruing on the unpaid  balance of principal by  substituting  rates
            based upon the Prime  Rate plus an  Applicable  Margin  based on the
            Leverage  Ratio  of the  Borrower  Consolidation  and  rates,  to be
            effective  at the option of  Borrowers,  based on LIBO Rates plus an
            Applicable  Margin  based  on the  Leverage  Ratio  of the  Borrower
            Consolidation; and

                  (ii)  Subject to the  occurrence  of the  Commitment  Increase
            Conditions,  increasing the Aggregate  Commitment to Fifteen Million
            Dollars  ($15,000,000.00) for the purpose of providing financing for
            the acquisition and development of
            the Hicks Property.

            D.  Banks  have  agreed  to make  the  amendments  set  forth in the
preceding recital paragraph subject to the terms,  conditions and provisions set
forth in this Second Amendment.



<PAGE>


            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 Agreement 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" shall mean reference to the aggregate amount
committed  by Lenders for  advance to or on behalf of  Borrowers  as  Borrowings
under the  Credit  Facility:  (i) in the  initial  principal  amount,  as of the
Closing Date, of Thirteen Million Dollars ($13,000,000.00), or (ii) in the event
of the  occurrence of the  Commitment  Increase  Effective  Date,  the principal
amount of Fifteen Million Dollars  ($15,000,000.00),  in each case as reduced on
each  Reduction  Date  by the  Scheduled  Reductions  to the  Maximum  Scheduled
Balance, and further subject to the additional reductions and/or limitations for
advance as set forth or  incorporated  in the  definition  of Maximum  Permitted
Balance.

            "Aggregate  Commitment  Reduction  Schedule"  shall  mean:  (i)  the
Aggregate  Commitment  Reduction Schedule marked Schedule 2.01(c) affixed to the
Original Credit Agreement and by this reference  incorporated  herein and made a
part  hereof,  or (ii) in the event of  occurrence  of the  Commitment  Increase
Effective  Date,  the Aggregate  Commitment  Reduction  Schedule - Alternate One
marked "Schedule  2.01(c) - Alternate One",  affixed to the Second Amendment and
by this  reference  incorporated  herein  and made a part  hereof,  in each case
setting forth the Scheduled  Reductions and Maximum Scheduled Balance as of each
Reduction Date under the Credit Facility.

            "Applicable  Margin" means for any Prime Rate Loan or LIBOR Loan the
applicable per annum percentage amount to be added to the Prime Rate or the LIBO
Rate,  as the case may be, as  follows:  (i)  commencing  on April 1, 1998,  the
margin  rates set forth in the table  below based on the  Leverage  Ratio of the
Borrower  Consolidation  calculated for the Fiscal  Quarter ending  December 31,
1997,  together with the  immediately  preceding  three (3) Fiscal Quarters on a
four (4) Fiscal  Quarter  basis;  and (ii) on and after June 1, 1998, the margin
rates set forth in the table below based on the  Leverage  Ratio of the Borrower
Consolidation as of each Fiscal Quarter end,  commencing with the Fiscal Quarter
ending March 31, 1998, together with the immediately  preceding three (3) Fiscal
Quarters  on a four (4)  Fiscal  Quarter  basis,  any  change in the  applicable
percentage  amount by reason  thereof to be  effective  as of the 1st day of the
third month immediately following each such Fiscal Quarter end:

                                       2

<PAGE>


                PRICING        LEVERAGE       PRIME RATE     LIBO RATE
                 LEVEL           RATIO          MARGIN         MARGIN
             ------------------------------------------------------------
                  I        Less than 2.00        0.00%         2.70%
                           to 1.00
             ------------------------------------------------------------
                  II       Greater than or       0.25%         2.95%
                           equal to 2.00
                           to 1.00 but
                           less than 2.50
                           to 1.00
             ------------------------------------------------------------
                  III      Greater than or       0.50%         3.20%
                           equal to 2.50
                           to 1.0 but less
                           than 3.00 to 1.0
             ------------------------------------------------------------
                  IV       Greater than or       0.75%         3.45%
                           equal to 3.00
                           to 1.0
             ------------------------------------------------------------

                                       3

<PAGE>


            "Banking  Business  Day" means (a) with  respect  to any  Borrowing,
payment or rate  determination  of LIBOR Loans,  a day, other than a Saturday or
Sunday,  on which Agent Bank is open for business in San  Francisco,  California
and on which dealings in Dollars are carried on in the London interbank  market,
and (b) for all other  purposes any day excluding  Saturday,  Sunday and any day
which is a legal  holiday  under  the laws of the  States of  California  and/or
Nevada, or is a day on which banking  institutions  located in California and/or
Nevada are required or authorized by law or other governmental action to close.

            "Breakage  Charges"  shall  have the  meaning  set  forth in
Section 2.06(c) of the Credit Agreement.

            "Commitment  Increase"  shall  mean  the  increase  of  the  Maximum
Scheduled  Balance  to  Fifteen  Million  Dollars   ($15,000,000.00)   upon  the
occurrence of all of the Commitment Increase Conditions.

            "Commitment Increase Conditions" shall have the meaning set forth in
Paragraph 5 of the Second Amendment.

            "Commitment  Increase Effective Date" shall mean the date upon which
all of the  Commitment  Increase  Conditions  have  occurred and the  Commitment
Increase is deemed by Agent Bank to be effective.

            "Commitment  Increase  Fee"  shall  have the  meaning  set  forth in
Paragraph 6(c) of the Second Amendment.

            "Continuation/Conversion Notice" shall mean a notice of continuation
of or conversion to a LIBOR Loan and certificate  duly executed by an Authorized
Officer of Borrowers,  substantially  in the form of that certain exhibit marked
"Exhibit K", affixed hereto and by this reference incorporated herein and made a
part hereof.

            "Convert, Conversion and Converted" shall refer to a Borrowing at or
continuation  of a particular  interest rate basis or conversion of one interest
rate basis to another pursuant to Section 2.05(c) of the Credit Agreement as set
forth in Paragraph 2 of the Second Amendment.

            "Credit  Agreement"  shall mean the  Existing  Credit  Agreement  as
amended by the Second 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 Second Amendment.

            "First  Amendment"  shall  have the  meaning  set  forth in  Recital
Paragraph A of the Second Amendment.

                                       4

<PAGE>


            "Hicks  Expansion  Improvements"  shall mean the  construction  of a
parking  structure,  hotel rooms and walkway across Alley Street  connecting the
Hicks Property with Womacks Casino, together with any other improvements thereon
costing in excess of $100,000.00,  all of which are first approved in writing by
Agent Bank, which approval shall not be unreasonably withheld or delayed.

            "Hicks Property" shall mean that certain real property consisting of
seven (7)  contiguous  lots located in Cripple Creek,  Teller County,  Colorado,
situate  and  contiguous  to the south line of Alley  Street,  the north line of
Masonic Street and the easterly line of Second Street.

            "Interest  Period(s)"  shall have the  meaning  set forth in
Section 2.05(d) of the Credit Agreement.

            "Interest Rate Option" shall have the meaning  ascribed to such term
in Section 2.05(b) of the Credit Agreement.

            "LIBO Rate"  means,  relative to any  Interest  Period for any LIBOR
Loan  included  in any  Borrowing,  the per  annum  rate  (reserve  adjusted  as
hereinbelow  provided) of interest  quoted by Agent Bank,  rounded  upwards,  if
necessary, to the nearest one-sixteenth of one percent (0.0625%) at which Dollar
deposits  in  immediately  available  funds are offered to Agent Bank by leading
banks in the London interbank market at approximately 11:00 A.M. London, England
time two (2)  Banking  Business  Days prior to the  beginning  of such  Interest
Period,  for  delivery  on the first day of such  Interest  Period  for a period
approximately equal to such Interest Period and in an amount equal or comparable
to the LIBOR Loan to which such Interest Period  relates.  The foregoing rate of
interest shall be reserve  adjusted by dividing the applicable  LIBO Rate by one
(1.00)  minus the LIBOR  Reserve  Percentage,  with such  quotient to be rounded
upward to the nearest whole multiple of  one-hundredth  of one percent  (0.01%).
All  references in this Credit  Agreement or other Loan Documents to a LIBO Rate
include the aforesaid reserve adjustment.

            "LIBOR Loan" shall mean each  portion of the total unpaid  principal
under the Credit Facility which bears interest at a rate determined by reference
to the LIBO Rate plus the Applicable Margin.

            "LIBOR Reserve  Percentage"  means,  relative to any Interest Period
for LIBOR  Loans made by any  Lender,  the reserve  percentage  (expressed  as a
decimal)  equal to the actual  aggregate  reserve  requirements  (including  all
basic,  emergency,  supplemental,  marginal  and other  reserves and taking into
account any  transactional  adjustments  or other  scheduled  changes in reserve
requirements)  announced within Agent Bank as the reserve percentage  applicable
to Agent Bank as  specified  under  regulations  issued from time to time by the
Federal Reserve Board. The LIBOR Reserve Percentage shall be based on Regulation
D of the Federal Reserve Board or other  regulations from time to time in effect
concerning reserves for "Eurocurrency  Liabilities" from related institutions as
though Agent Bank were in a net borrowing position.

                                       5

<PAGE>


            "Lender" shall mean  individual  reference and "Lenders"  shall mean
collective  reference to WFB and any other bank,  finance company,  insurance or
other financial institution which is or becomes a party to this Credit Agreement
by  execution  of a  counterpart  signature  page  hereto or an  Assignment  and
Assumption Agreement,  as assignee. At all times that there are no Lenders other
than WFB, the terms "Lender" and "Lenders" means WFB in its individual capacity.
With respect to matters  requiring  the consent to or approval of all Lenders at
any given time, all then existing  Defaulting  Lenders will be  disregarded  and
excluded,  and, for voting  purposes only, "all Lenders" shall be deemed to mean
"all Lenders other than Defaulting Lenders".

            "Leverage Ratio" as of the end of any Fiscal Quarter shall mean with
reference to the Borrower Consolidation, the ratio of Funded Debt to EBITDA.

            "Maximum  Scheduled  Balance"  shall  mean  the  maximum  amount  of
scheduled principal which may be outstanding on the Credit Facility from time to
time: (i) in the amount of Thirteen Million Dollars  ($13,000,000.00)  as of the
Closing Date,  as reduced from time to time by the  Scheduled  Reductions as set
forth on the Aggregate  Commitment  Reduction Schedule,  or (ii) in the event of
the  occurrence  of the  Commitment  Increase  Effective  Date, in the amount of
Fifteen  Million Dollars  ($15,000,000.00),  as reduced from time to time by the
Scheduled Reductions as set forth on the Aggregate Commitment Reduction Schedule
- Alternate One.

            "Note" shall mean: (i) the Revolving Credit Note, a copy of which is
marked  "Exhibit  A",  affixed  to the  Original  Credit  Agreement  and by this
reference  incorporated herein and made a part hereof,  executed by Borrowers as
of the Closing  Date, or (ii) in the event of the  occurrence of the  Commitment
Increase  Effective Date, the Revolving Credit Note (Restated),  a copy of which
is marked  "Exhibit A",  affixed to the Second  Amendment and by this  reference
incorporated  herein and made a part hereof,  executed by Borrowers on or before
the  Commitment  Increase  Effective  Date, in each case payable to the order of
Agent Bank on behalf of the Lenders, evidencing the Credit Facility, as the same
may be amended, modified, supplemented,  replaced, renewed or restated from time
to time.

            "Original  Credit  Agreement"  shall have the  meaning  set forth in
Recital Paragraph A of the Second Amendment.

            "Pricing  Certificate"  shall have the  meaning set forth in Section
5.08(i) of the Credit Agreement (Paragraph 4 of the Second Amendment).

            "Prime Rate Loan" shall mean reference to that portion of the unpaid
principal  balance of the Credit Facility bearing interest with reference to the
Prime Rate, plus the Applicable Margin.

                                       6

<PAGE>


            "Schedule of Lenders'  Proportions in Credit  Facility"  shall mean:
(i) the Schedule of Lenders'  Proportions in Credit Facility, a copy of which is
set forth as Schedule  2.01(a),  affixed to the Original Credit Agreement and by
this reference  incorporated herein and made a part hereof, or (ii) in the event
of the occurrence of the  Commitment  Increase  Effective  Date, the Schedule of
Lenders'  Proportions in Credit Facility - Alternate One, a copy of which is set
forth as Schedule  2.01(a) - Alternate One,  affixed to the Second Amendment and
by this  reference  incorporated  herein  and made a part  hereof,  in each case
setting  forth the  respective  Syndication  Interest  and maximum  amount to be
funded under the Credit  Facility by each Lender,  as the same may be amended or
restated  from time to time in  connection  with an  Assignment  and  Assumption
Agreement.

            "Second  Amendment"  shall  mean  the  Second  Amendment  to
Credit Agreement.

            "Second  Amendment  Effective  Date"  shall mean the date upon which
each  of the  conditions  precedent  set  forth  in  Paragraph  6 of the  Second
Amendment shall have occurred to the satisfaction of Agent Bank.

            2.  Restatement  of Article  II. On the Second  Amendment  Effective
Date,  Article  II of the  Original  Credit  Agreement  shall  be and is  hereby
restated and amended to read in its entirety as follows:

                                  "ARTICLE II

               AMOUNT, TERMS AND SECURITY OF THE CREDIT FACILITY

            Section 2.01.     The Credit Facility.

                  a. Subject to the  conditions  and upon the terms  hereinafter
      set forth and in  accordance  with the terms and  provisions  of the Note,
      Lenders  severally  agree in the  proportions set forth on the Schedule of
      Lenders'  Proportions in Credit Facility to lend and advance Borrowings to
      Borrowers,  up to the  Maximum  Permitted  Balance,  in  such  amounts  as
      Borrowers  may request  by: (i) Notice of  Borrowing  duly  executed by an
      Authorized  Officer  and  delivered  to Agent Bank on or before  three (3)
      Banking  Business  Days  prior  to the  Closing  Date for the  purpose  of
      requesting  funding  of the  Closing  Disbursements,  and (ii)  Notice  of
      Borrowing  duly executed by an  Authorized  Officer and delivered to Agent
      Bank from time to time  during the  Revolving  Credit  Period  when and as
      provided in Section  2.03;  provided,  however,  notwithstanding  anything
      herein contained to the contrary:  (a) until WMCKVC has acquired fee title
      to the Parking Lot Property, a portion of the Credit Facility equal to the
      Parking Lot Purchase Price shall not be available for Borrowing  hereunder
      for any purpose other than the  acquisition  by WMCKVC of fee title to the
      Parking Lot Property in accordance with the requirements of Article III C,
      and (b) until  WMCKVC has  acquired  fee title to the Hicks  Property,  no
      portion  of the  Commitment  Increase  shall be  available  for  Borrowing
      hereunder  for any  purpose  other than the  acquisition  by WMCKVC of fee
      title to the Hicks Property in accordance with the requirements of Article
      III D.

                                       7

<PAGE>


                  b. During the Revolving  Credit Period,  Borrowers may borrow,
      repay and reborrow the Available  Borrowings  up to the Maximum  Permitted
      Balance  from  time to  time,  provided  that  at all  times  the  Maximum
      Availability shall be no less than zero (0) and provided further, however,
      amounts of Funded  Outstandings  bearing interest with reference to a LIBO
      Rate  shall be subject to  Breakage  Charges  incident  to  prepayment  as
      provided in Section  2.06(c)  hereinbelow  and such prepayment may only be
      made upon three (3) Banking  Business Days prior  written  notice to Agent
      Bank with sufficient  copies for distribution to each of the Lenders.  The
      Credit  Facility  shall be for a term  commencing  on the Closing Date and
      terminating  on the Maturity  Date,  on which date the entire  outstanding
      balance of the  Credit  Facility  shall be fully paid and Credit  Facility
      Termination  shall  occur.  In no event shall any Lender be liable to fund
      any  amounts  under  the  Credit  Facility  in  excess  of its  respective
      Syndication Interest in any Borrowing.

                  c.  Notwithstanding  the  Scheduled  Reductions to the Maximum
      Scheduled  Balance  as set  forth on the  Aggregate  Commitment  Reduction
      Schedule,  Borrowers may voluntarily  further reduce the Maximum Permitted
      Balance  from  time to time (a  "Voluntary  Reduction")  on the  following
      conditions:

                        (i)  that  each  such  Voluntary  Reduction  be  made in
                  writing by an Authorized Officer, effective on the fifth (5th)
                  Banking Business Day following receipt by Agent Bank; and

                        (ii)  that  each  such  Voluntary   Reduction  shall  be
                  irrevocable and a permanent reduction to the Maximum Permitted
                  Balance.

                  d. In the event any Scheduled Reduction or Voluntary Reduction
      reduces the Maximum  Permitted  Balance to less than the sum of the Funded
      Outstandings,   the   Borrowers   shall   immediately   cause  the  Funded
      Outstandings to be reduced by such amount as may be necessary to cause the
      Funded  Outstandings  to be equal to or less  than the  Maximum  Permitted
      Balance.

            Section 2.02.       Use  of   Proceeds   of  the   Credit
      Facility.  Available Borrowings shall be used for the purposes of:

                  a.    On the Closing Date  (collectively  the "Closing
      Disbursements"):

                  (i) paying in full all loans and  advances  outstanding  under
                  the Existing Real Estate Debt and the Existing  Equipment Debt
                  as of the Closing Date;

                  (ii)  financing the costs of  acquisition by CCCC of fee title
                  to the Legends Property and the costs of acquisition by WMCKAC
                  of fee title to the Diamond Lil's Property;

                  (iii) Nine Hundred Twenty-Three Thousand Dollars ($923,000.00)
                  toward   repayment  of  outstanding   Indebtedness   owing  by
                  Borrowers to Guarantor; and

                                       8

<PAGE>


                  (iv)  paying in full the  Upfront  Fee,  the  costs,  fees and
                  expenses  of Title  Company  incurred in  connection  with the
                  issuance of the Title Policy,  the costs, fees and expenses of
                  Henderson  &  Morgan,   LLC  attorneys  for  Agent  Bank,  and
                  associate counsel and insurance  consultants  retained by them
                  incurred to the Closing Date.

                  b.      During the Revolving Credit Period:

                  (i)     funding  working  capital  needs of  Borrowers
                  relating to the Casino Facilities;

                  (ii)   financing  Distributions to Guarantor to the extent not
                  prohibited  by  the  Financial  Covenants  and  so  long as no
                  Default  or  Event of Default  would result from the making of
                  such Distributions;

                  (iii)  financing  the  costs of  acquisition  by WMCKVC of fee
                  title to the Parking Lot Property,  subject to compliance with
                  the requirements of Article III C;

                  (iv)  subject  to  the  full   satisfaction  of  each  of  the
                  Commitment  Increase   Conditions,   financing  the  costs  of
                  acquisition  by WMCKVC  of fee  title to the  Hicks  Property,
                  subject to compliance with the  requirements of Article III D,
                  and  thereafter  financing  the costs of the  Hicks  Expansion
                  Improvements; and

                  (v)     funding    ongoing     Capital     Expenditure
                  requirements  of  Borrowers  relating  to  the  Casino
                  Facilities.

                                       9

<PAGE>


            Section 2.03. Notice of Borrowings.

                  a. Borrowings  shall be made through Agent Bank's credit sweep
      product;  provided,  however, for each Borrowing in excess of Five Hundred
      Thousand  Dollars  ($500,000.00),  an Authorized  Officer shall give Agent
      Bank,  no later than 10:00 a.m. on a Banking  Business Day at Agent Bank's
      office specified in Section 2.06(b),  three (3) full Banking Business Days
      prior  written  notice in the form of the Notice of Borrowing  ("Notice of
      Borrowing"),  a copy of which is marked "Exhibit C", affixed to the Second
      Amendment  and by  this  reference  incorporated  herein  and  made a part
      hereof, for each proposed Borrowing to be made during the Revolving Credit
      Period  with  reference  to a LIBO Rate and at least two (2) full  Banking
      Business Days prior notice for all other  Borrowings,  specifying the date
      and amount of each proposed  Borrowing.  Agent Bank shall give prompt, and
      in any event within one (1) Banking Business Day, notice of each Notice of
      Borrowing to Lenders of the amount to be funded and specifying the Funding
      Date.  Not later than 10:00  o'clock a.m. on the Funding  Date  specified,
      each Lender shall disburse to Agent Bank the Pro Rata Share to be advanced
      by each such Lender in lawful money of the United States of America and in
      immediately  available  funds.  Agent Bank shall make the proceeds of such
      fundings  received by it on or before 11:00  o'clock a.m. from the Lenders
      available  to  Borrowers  by  depositing  in or wiring  to,  prior to 1:00
      o'clock p.m. on the day so received  (but not prior to the Funding  Date),
      the Designated  Deposit Account the amounts received from the Lenders.  No
      Borrowing may exceed the Available Borrowings.

                  b. The failure of any Lender to fund its Pro Rata Share of any
      Borrowing  on any Funding  Date shall not relieve any other  Lender of any
      obligation  hereunder to fund its Pro Rata Share of such Borrowing on such
      Funding  Date nor  relieve  the  Lender  which  has  failed to fund of its
      obligations to Borrowers hereunder. No Lender shall be responsible for the
      failure of any other  Lender to fund its Pro Rata Share of such  Borrowing
      on any Funding Date nor shall any Lender be responsible for the failure of
      any other Lender to perform its respective obligations hereunder.

            Section 2.04. Conditions of Borrowings.  During the Revolving Credit
      Period,  Borrowings  will  only be made so long as  Borrowers  are in full
      compliance  with each of the  requirements  and  conditions  precedent set
      forth in Article III B of the Existing  Credit  Agreement and with respect
      to the  initial  disbursement  of the  Commitment  Increase,  so  long  as
      Borrowers  have  complied  with each of the  requirements  and  conditions
      precedent set forth in Article III D as set forth in the Second Amendment.
      Provided,  however,  upon the consent of the  Requisite  Lenders,  Lenders
      shall advance Borrowings  notwithstanding  the existence of less than full
      compliance with the requirements of Articles III B or III D and Borrowings
      so made  shall  be  deemed  to have  been  made  pursuant  to this  Credit
      Agreement.

            Section 2.05. The Note and Interest Rate Options.

                  a. The Credit Facility shall be further  evidenced by the Note
      payable  to the order of Agent  Bank on behalf of the  Lenders.  Borrowers
      waive any rights which they might  otherwise have under  Colorado  Revised
      Statutes ss.ss.  13-50-102 or 13-50-103 (or under any corresponding future
      statute or rule of law in any  jurisdiction)  by reason of any  release of

                                       10

<PAGE>


      fewer than all of the  Borrowers.  Agent  Bank  shall  record the date and
      amount  of each  Borrowing  advanced  by the  Lenders  together  with  the
      applicable  LIBOR  Loan  Interest  Period in the case of  portions  of the
      unpaid principal under the Credit Facility bearing interest with reference
      to a LIBO  Rate,  and the  amount  of each  repayment  of  principal  made
      thereunder  by Borrower and the entry of such records  shall be conclusive
      absent  manifest  error;  provided,  however,  the  failure to make such a
      record or notation with respect to any Borrowing or repayment thereof,  or
      an error in making such a record or notation, shall not limit or otherwise
      affect the obligations of Borrower hereunder or under the Note.

                  b. Interest shall accrue on the entire  outstanding  principal
      balance  at a rate per  annum  equal to the Prime  Rate  plus one  percent
      (1.0%) per annum  until April 1, 1998,  on and after  which date  interest
      shall  accrue on the entire  outstanding  principal  balance at a rate per
      annum equal to the Prime Rate plus the Applicable Margin, unless Borrowers
      request a LIBOR Loan pursuant to Section 2.03 or elect pursuant to Section
      2.05(c)  hereinbelow  to have interest  accrue on a portion or portions of
      the outstanding principal balance at a LIBO Rate ("Interest Rate Option"),
      in which case interest on such portion or portions  shall accrue at a rate
      per annum equal to such LIBO Rate plus the Applicable  Margin, as long as:
      (i) each such LIBOR  Loan is in a minimum  amount of One  Million  Dollars
      ($1,000,000.00)  and in minimum increments of One Hundred Thousand Dollars
      ($100,000.00),  and  (ii)  no  more  than  four  (4)  LIBOR  Loans  may be
      outstanding  at any one time.  Interest  accrued  on each  Prime Rate Loan
      shall be due and  payable  on the  first day of the  month  following  the
      Closing Date, on the first day of each successive month thereafter, and on
      the Maturity Date. For each LIBOR Loan,  interest shall be due and payable
      at the end of each Interest Period applicable thereto, but in any event no
      less  frequently than at the end of each three (3) month period during the
      term of such LIBOR Loan.  Except as qualified above, on and after April 1,
      1998, the outstanding principal balance hereunder may be a Prime Rate Loan
      or one or more LIBOR Loans, or any combination thereof, as Borrowers shall
      specify.

                  c. At any time and from time to time,  Borrowers  may  Convert
      from one Interest  Rate Option to another  Interest  Rate Option by giving
      irrevocable  notice to Agent Bank of such  Conversion  by 10:00 a.m., on a
      day  which  is at least  three  (3)  Banking  Business  Days  prior to the
      proposed  date of such  Conversion  to each LIBOR Loan or two (2)  Banking
      Business Days prior to the proposed date of such  Conversion to each Prime
      Rate Loan.  Each such  notice  shall be made by an  Authorized  Officer by
      telephone  or telex and  thereafter  immediately  confirmed  in writing by
      delivery to Agent Bank of a Continuation/Conversion  Notice specifying the
      date of such  Conversion,  the amounts to be so Converted  and the initial
      Interest Period if the Conversion is to a LIBOR Loan. Upon receipt of such
      Continuation/Conversion   Notice,   Agent  Bank  shall  promptly  set  the
      applicable  interest  rate (which in the case of a LIBOR Loan shall be the
      LIBO Rate plus the Applicable Margin as of the second Banking Business Day
      prior  to the  first  day of  the  applicable  Interest  Period)  and  the
      applicable  Interest Period if the Conversion is to a LIBOR Loan and shall
      confirm the same in writing to  Borrowers  and  Lenders.  Each  Conversion
      shall be on a Banking  Business Day. No LIBOR Loan shall be converted to a
      Prime  Rate  Loan or  renewed  on any day  other  than the last day of the
      current  Interest  Period  relating  to such  amounts  outstanding  unless
      Borrowers pay any applicable Breakage Charges. If Borrowers fail to give a
      Continuation/Conversion  Notice for the  continuation of a LIBOR Loan as a
      LIBOR  Loan for a new  Interest  Period in  accordance  with this  Section
      2.05(c),  such LIBOR Loan shall automatically  become a Prime Rate Loan at
      the end of its then current Interest Period.

                                       11

<PAGE>


                  d.  Each  interest  period  (each  individually  an  "Interest
      Period" and  collectively  the "Interest  Periods") for a LIBOR Loan shall
      commence on the date such LIBOR Loan is made or the date of  Conversion of
      any amount or amounts of the outstanding  Borrowings  hereunder to a LIBOR
      Loan,  as the case may be, and shall end on the date which is one (1), two
      (2), three (3) or six (6) months  thereafter at the election of Borrowers.
      However,  no Interest  Period may extend  beyond the Maturity  Date.  Each
      Interest  Period  for a LIBOR  Loan  shall  commence  and end on a Banking
      Business Day. If any Interest Period would otherwise expire on a day which
      is not a Banking  Business  Day, the Interest  Period shall be extended to
      expire on the next succeeding  Banking  Business Day, unless the result of
      such  extension  would be to  carry  such  Interest  Period  into  another
      calendar  month,  in which  event such  Interest  Period  shall end on the
      immediately preceding Banking Business Day.

                  e. The applicable LIBO Rate and Prime Rate shall be determined
      by the Agent Bank, and notice thereof shall be given promptly to Borrowers
      and Lenders. Each determination of the applicable Prime Rate and LIBO Rate
      shall be  conclusive  and binding  upon the  Borrowers,  in the absence of
      manifest or demonstrable error. The Agent Bank shall, upon written request
      of  Borrowers or any Lender,  deliver to Borrowers or such Lender,  as the
      case may be, a statement  showing the computations  used by the Agent Bank
      in determining any rate hereunder.

                  f.  Computation of interest on all Prime Rate Loans and on all
      LIBOR Loans shall be  calculated  on the basis of a year of three  hundred
      sixty (360) days and the actual  number of days  elapsed.  The  applicable
      Prime Rate shall be  effective  the same day as a change in the Prime Rate
      is announced by WFB as being effective.

                  g. If with respect to any Interest Period,  (a) the Agent Bank
      reasonably determines (which determination shall be binding and conclusive
      on Borrowers)  that by reason of  circumstances  affecting the  inter-bank
      eurodollar   market  adequate  and  reasonable  means  do  not  exist  for
      ascertaining  the  applicable  LIBO Rate, or (b) Requisite  Lenders advise
      Agent  Bank  that the LIBO  Rate as  determined  by  Agent  Bank  will not
      adequately  and fairly  reflect the cost to such Lenders of maintaining or
      funding,  for such  Interest  Period,  a LIBOR Loan,  then so long as such
      circumstances  shall  continue:  (i)  Agent  Bank  shall  promptly  notify
      Borrowers  thereof,  (ii) the Agent Bank shall not be under any obligation
      to make a LIBOR  Loan or  Convert a Prime  Rate Loan into a LIBOR Loan for
      which  such  circumstances  exist,  and  (iii) on the last day of the then
      current Interest Period, the LIBOR Loan for which such circumstances exist
      shall, unless then repaid in full,  automatically  Convert to a Prime Rate
      Loan.

                  h.  Notwithstanding  any other  provisions  of the Note or the
      Credit  Agreement,  if,  after  April 1, 1998 any law,  rule,  regulation,
      treaty,  interpretation  or directive  (whether having the force of law or
      not) or any change  therein  shall make it unlawful for any Lender to make
      or maintain  LIBOR Loans,  (i) the  commitment  and  agreement to maintain
      LIBOR Loans as to such Lender shall  immediately  be  suspended,  and (ii)
      unless required to be terminated  earlier,  LIBOR Loans as to such Lender,
      if any,  shall be Converted  on the last day of the then current  Interest
      Period applicable  thereto to a Prime Rate Loan. If it shall become lawful
      for such Lender to again  maintain  LIBOR Loans,  then  Borrowers may once
      again as to such Lender request Conversions to the LIBO Rate.

                                       12

<PAGE>


            Section 2.06. Place and Manner of Payment.

                  a. All amounts  payable by Borrowers  to the Lenders  shall be
      made to Agent  Bank on  behalf  of  Lenders  pursuant  to the terms of the
      Credit  Agreement and the Note and shall be made on a Banking Business Day
      in  lawful  money of the  United  States  of  America  and in  immediately
      available funds. Other than in connection with the Scheduled Reductions of
      principal,  Borrower  shall  not  make  more  than  three  (3)  repayments
      ("Principal  Prepayments")  of the outstanding  balance of principal owing
      under the Credit Facility during each calendar month.  Each such Principal
      Prepayment  shall be in a minimum amount of Five Hundred  Thousand Dollars
      ($500,000.00)   and  in  increments  of  One  Hundred   Thousand   Dollars
      ($100,000.00).

                  b. All such  amounts  payable  by  Borrowers  shall be made to
      Agent Bank at its office  located at Wells Fargo  Agency  Department,  201
      Third Street, 8th Floor, San Francisco,  California 94103. If such payment
      is received by Agent Bank prior to 11:00  o'clock  a.m.,  Agent Bank shall
      credit  Borrowers  with  such  payment  on the day so  received  and shall
      disburse to the appropriate Lenders on the same day such Lenders' Pro Rata
      Shares of payments relating to the Credit Facility based on the respective
      Syndication Interests,  in immediately available funds. If such payment is
      received by Agent Bank after 11:00 o'clock  a.m.,  Agent Bank shall credit
      Borrowers  with  such  payment  as of the next  Banking  Business  Day and
      disburse to the appropriate  Lenders on the next Banking Business Day such
      Lenders' Pro Rata Shares of such payment  relating to the Credit  Facility
      based on their respective Syndication Interests,  in immediately available
      funds.  Any payment on the Credit Facility made by Borrowers to Agent Bank
      pursuant to the terms of the Credit  Agreement or the Note for the account
      of Lenders shall  constitute  payment to the appropriate  Lenders.  If the
      Note or any  payment  required  to be made  thereon  or  hereunder,  is or
      becomes due and payable on a day other than a Banking  Business  Day,  the
      due date thereof shall be extended to the next succeeding Banking Business
      Day and  interest  thereon  shall be payable at the then  applicable  rate
      during such extension.

                  c. The  outstanding  principal owing under the Credit Facility
      and the Note may,  subject to Section  2.06(a),  be prepaid at any time in
      whole or in part without penalty,  provided,  however, that any portion or
      portions of the unpaid principal  balance which is accruing  interest at a
      LIBO Rate may only be prepaid on the last day of the  applicable  Interest
      Period unless  Borrowers give three (3) days prior written notice to Agent
      Bank  and  additionally   pay  concurrently   with  such  prepayment  such
      additional  amount or amounts as will  compensate  Lenders for any losses,
      costs or  expenses  which  they may  incur  as a result  of such  payment,
      including,  without  limitation,  any loss  (including loss of anticipated
      profits),  cost or expense  incurred by the liquidation or reemployment of
      deposits or other funds  acquired by such Lender to fund or maintain  such
      LIBOR Loan ("Breakage  Charges").  A certificate of a Lender as to amounts
      payable  hereunder  shall be  conclusive  and binding on Borrowers for all
      purposes, absent manifest or demonstrable error. Any calculation hereunder
      shall be made on the  assumption  that each Lender has funded or will fund
      each LIBOR Loan in the London  interbank  market;  provided that no Lender
      shall have any obligation to actually fund any LIBOR Loan in such manner.

                                       13

<PAGE>


                  d. Unless the Agent Bank  receives  notice from an  Authorized
      Officer  prior to the date on which any payment is due to the Lenders that
      the Borrowers will not make such payment in full as and when required, the
      Agent Bank may assume that the Borrowers have made such payment in full to
      the Agent Bank on such date in immediately  available  funds and the Agent
      Bank may (but shall not be so required), in reliance upon such assumption,
      distribute  to each Lender on such due date an amount  equal to the amount
      then due such  Lender.  If and to the extent the  Borrowers  have not made
      such  payment in full to the Agent Bank,  each  Lender  shall repay to the
      Agent Bank on demand such amount distributed to such Lender, together with
      interest thereon at the Federal Funds Rate for each day from the date such
      amount is distributed to such Lender until the date repaid.

            Section 2.07. Fees.

                  a. On the Closing Date, Borrowers shall pay the unpaid balance
      of the  non-refundable  upfront fee (the "Upfront Fee"), in such amount as
      has been agreed upon by Agent Bank and  Borrowers  in the Upfront Fee Side
      Letter,  which Upfront Fee shall be retained by Agent Bank or  distributed
      in whole or in part to  Lenders  as may be agreed  between  Agent Bank and
      Lenders.

                  b.  Commencing with the  commencement of the Revolving  Credit
      Period,  Borrowers shall pay to Agent Bank for  disbursement to Lenders in
      proportion  to  their  respective  Syndication  Interests  in  the  Credit
      Facility and in consideration  for their commitment to advance  Borrowings
      under  the  Credit   Facility   during  the  Revolving   Credit  Period  a
      non-refundable  fee (the "Nonusage  Fee") in the amount of one-half of one
      percent (.50%) per annum of the daily average of the Maximum Availability,
      computed on the basis of a three hundred sixty (360) day year based on the
      actual  number of days  elapsed,  to be  calculated  during the  Revolving
      Credit Period and  continuing  until the Maturity  Date.  The Nonusage Fee
      will be payable on the first  Banking  Business Day  following  the end of
      each  Fiscal  Quarter  commencing  with the  Fiscal  Quarter  in which the
      Closing Date occurs,  and on the Maturity Date. Each Nonusage Fee shall be
      distributed  by Agent Bank to Lenders in  proportion  to their  respective
      Syndication Interests in the Credit Facility.

            Section 2.08.  Late Charges and Default Rate.

                  a. If any principal reduction,  interest payment, fee or other
      Obligation  due under the Note or under the Credit  Agreement  is not paid
      within five (5) days of the date upon which such payment is due, Borrowers
      promise to pay a late  charge in the amount of three  percent  (3%) of the
      amount of such delinquent  payment and Agent Bank need not accept any late
      payment  made unless it is  accompanied  by such three  percent  (3%) late
      payment charge.  Any late charge shall be paid to Lenders in proportion to
      their respective Syndication Interests.

                  b. In the  event of the  existence  of an  Event  of  Default,
      commencing on the first (1st)  Banking  Business Day following the receipt
      by Borrowers of written  notice of the occurrence of such Event of Default
      from Agent Bank,  the total of the unpaid balance of the principal and the
      then accrued and unpaid  interest  owing under the Credit  Facility  shall
      collectively  commence  accruing  interest at a rate equal to five percent

                                       14

<PAGE>


      (5%)  over the Prime  Rate (the  "Default  Rate")  until  such time as all
      payments and additional interest are paid, together with the curing of any
      Events of Default  which may exist,  at which time the interest rate shall
      revert to that rate of interest  otherwise  accruing pursuant to the terms
      of the Note.

                  c. In the  event of the  occurrence  of an  Event of  Default,
      Borrowers  agree to pay all reasonable  costs of  collection,  including a
      reasonable  attorneys'  fee, in addition to and at the time of the payment
      of such  sum of  money  and/or  the  performance  of  such  acts as may be
      required to cure such default.  In the event legal action is commenced for
      the collection of any sums owing hereunder or under the terms of the Note,
      the  Borrowers  and  Guarantor   agree  that  any  judgment  issued  as  a
      consequence of such action  against any Borrower  and/or  Guarantor  shall
      bear interest at a rate equal to the Default Rate until fully paid.

            Section 2.09. Security for the Credit Facility.  As security for the
      due and punctual  payment and  performance  of the terms and provisions of
      the Credit Agreement,  the Note and each of the other Loan Documents,  the
      Security  Documentation  shall be executed and delivered to Agent Bank, as
      of the Closing  Date,  by the  respective  parties to each of the Security
      Documentation.

            Section 2.10. Guaranty Agreement. As additional security for the due
      and punctual  payment and  performance of the Credit  Facility and each of
      the terms,  covenants,  representations,  warranties and provisions herein
      contained  and contained in each of the Loan  Documents,  on or before the
      Closing Date  Guarantor  shall  execute the  Guaranty,  a copy of which is
      marked "Exhibit B", affixed to the Original  Credit  Agreement and by this
      reference incorporated herein and made a part hereof.

            Section 2.11. Net Payments. All payments under the Credit Agreement,
      the Note and/or any other Loan Document  shall be made without  set-off or
      counterclaim  and in such  amounts as may be  necessary  in order that all
      such payments,  after  deduction or  withholding  for or on account of any
      future  taxes,  levies,  imposts,  duties or other  charges of  whatsoever
      nature imposed by the United States or any Governmental  Authority,  other
      than  franchise  taxes or any tax on or measured by the gross  receipts or
      overall  net income of any Lender  pursuant  to the income tax laws of the
      United  States or any  State,  or the  jurisdiction  where  each  Lender's
      principal office is located (collectively "Taxes"), shall not be less than
      the amounts otherwise  specified to be paid under the Credit Agreement and
      the Note.  A  certificate  as to any  additional  amounts  payable  to the
      Lenders under this Section 2.11  submitted to the Borrowers by the Lenders
      shall show in reasonable  detail an  accounting of the amount  payable and
      the calculations  used to determine in good faith such amount and shall be
      conclusive  absent manifest or demonstrable  error. Any amounts payable by
      the Borrowers  under this Section 2.11 with respect to past payments shall
      be due within ten (10) days  following  receipt by the  Borrowers  of such
      certificate  from the Lenders;  any such  amounts  payable with respect to
      future  payments  shall be due within ten (10) days after demand with such
      future  payments.  With respect to each deduction or withholding for or on
      account of any Taxes,  the Borrowers shall promptly furnish to the Lenders
      such certificates, receipts and other documents as may be required (in the
      reasonable  judgment of the Lenders) to establish  any tax credit to which
      the Lenders may be entitled.

                                       15

<PAGE>


            Section  2.12.  Increased  Costs.  If  after  the  date  hereof  the
      adoption,  or any change in, of any  applicable  law,  rule or  regulation
      relating to LIBOR Loans (including without limitation  Regulation D of the
      Board  of  Governors  of the  Federal  Reserve  System  and any  successor
      thereto), or any change in the interpretation or administration thereof by
      any Governmental Authority, central bank or comparable agency charged with
      the interpretation or administration  thereof, or compliance by any Lender
      with any request or  directive  relating  to LIBOR  Loans  (whether or not
      having the force of law) of any such Governmental Authority,  central bank
      or comparable agency:

                  a. Shall  subject any Lender to any tax,  duty or other charge
      with respect to LIBOR Loans, the Note or such Lender's  obligation to make
      any LIBOR Loans, or shall change the basis of taxation of payments to such
      Lender of the  principal  of, or  interest  on,  LIBOR  Loans or any other
      amounts  due under the Note in  respect  of LIBOR  Loans or such  Lender's
      obligation  to fund LIBOR Loans  (except for changes in the rate of tax on
      the overall net income of such Lender  imposed by the United States or any
      Governmental  Authority  pursuant  to the  income  tax laws of the  United
      States or any State,  or the  jurisdiction  where each Lender's  principal
      office is located); or

                  b. With  respect to any LIBOR Loan,  shall  impose,  modify or
      deem  applicable  any  reserve  imposed by the Board of  Governors  of the
      Federal Reserve System, special deposit, capitalization,  capital adequacy
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender; or

                  c.      Shall   impose   on  any   Lender   any  other
      condition  affecting  LIBOR  Loans,  the  Note  or  such  Lender's
      obligation to make any LIBOR Loans;

      and the result of any of the  foregoing  is to increase the cost to (or in
      the case of  Regulation D or reserve  requirements  referred to above or a
      successor  thereto,  to impose a cost on) such  Lender (or any  Eurodollar
      office of such Lender) of making or maintaining  LIBOR Loans, or to reduce
      the rate of  return on  capital  of the  Lender  or the  amount of any sum
      received or receivable by such Lender under the Note, then within ten (10)
      days after demand by such Lender (which demand shall be  accompanied  by a
      certificate  setting forth the basis of such demand),  the Borrower  shall
      pay  directly  to such Lender  such  additional  amount or amounts as will
      compensate  such  Lender  for  such  increased  cost  (or in the  case  of
      Regulation D or reserve requirements or capital adequacy referred to above
      or a successor thereto,  such costs which may be imposed upon such Lender)
      or such  reduction of the rate of return on capital or of any sum received
      or receivable  under the Note.  Each Lender  agrees to use its  reasonable
      efforts to minimize such increased or imposed costs or such reduction.

            Section 2.13.  Mitigation;  Exculpation.  Each Lender agrees that it
      will promptly  notify the Borrower in writing upon its becoming aware that
      any payments are to become due to it under the Credit  Agreement  pursuant
      to Section  2.11 or 2.12.  Each  Lender  further  agrees  that it will use
      reasonable efforts not materially disadvantageous to it (in its reasonable
      determination)  in order to avoid  or  minimize,  as the case may be,  the
      payment by the  Borrowers of any  additional  amounts  pursuant to Section
      2.11 or 2.12. Each Lender represents,  to the best of its knowledge,  that
      as of the Second Amendment Effective Date no such amounts are payable."

                                       16

<PAGE>


            3.  Addition of Article III D, Sections  3.28,  3.29 and 3.30. As of
the Second Amendment  Effective Date,  Article III D, containing  Sections 3.28,
3.29 and 3.30 shall be and are hereby added to the Existing Credit  Agreement as
follows:

            "D. Conditions  Precedent to Disbursement of Hicks Property Purchase
      Price. In addition to the  requirements set forth in Article III B and the
      full  satisfaction  of each of the  Commitment  Increase  Conditions,  the
      obligation of Lenders and Agent Bank to advance a Borrowing to finance the
      cost of  acquisition  of the Hicks  Property as  permitted  under  Section
      2.02(b)(iv) is subject to Agent Bank having received, in each case in form
      and substance reasonably  satisfactory to Agent Bank and Requisite Lenders
      each of the following:

            Section 3.28. Legal  Description and Deed of Trust. A complete legal
      description of the Hicks Property shall be prepared and delivered to Agent
      Bank  together  with a title  commitment  showing all  exceptions to title
      thereto.  WMCKVC  shall  execute and deliver to Agent Bank a deed of trust
      and security  agreement  with  assignment of rents  encumbering  the Hicks
      Property in substantially the same form as the Deed of Trust.

            Section 3.29. Environmental Site Assessment.

                  a. A  Phase  I  Environmental  Site  Assessment  of the  Hicks
      Property,  prepared in conformance  with the scope and limitations of ASTM
      Standard  Designation E1527-93 and approved by Agent Bank. Any recommended
      action shall have been completed.

                  b. Borrowers shall confirm in writing that the representations
      contained in Sections  2.1 and 2.2 of the  Environmental  Certificate  are
      true and correct in all material respects as to the Hicks Property.

            Section 3.30. Title Policy or Endorsement. Borrowers shall cause, at
      their expense,  concurrently  with the funding of the Borrowing to finance
      the cost of acquisition of the Hicks Property, the Title Insurance Company
      to issue a title  insurance  policy or endorsement to the Title  Insurance
      Policy in favor of Agent Bank insuring the deed of trust  encumbering  the
      Hicks Property as a first priority lien,  subject only to such  exceptions
      as are approved by Agent Bank."

     4. Addition of Section 5.08(i) - Pricing Certificate Requirement. As of the
Second Amendment Effective Date, Section 5.08(i) shall be and is hereby added to
the Existing Credit Agreement as follows:

                  "c. As soon as practicable, and in any event within forty-five
      (45) days after the end of each Fiscal Quarter, commencing with the Fiscal
      Quarter ending December 31, 1997, a pricing certificate in the form marked
      "Exhibit L", affixed hereto and by this reference  incorporated herein and
      made a part hereof (the "Pricing Certificate") setting forth a preliminary
      calculation of the Leverage Ratio of the Borrower  Consolidation as of the
      last day of such Fiscal Quarter, and providing reasonable detail as to the
      calculation thereof,  which calculations shall be based on the preliminary
      unaudited financial  statements of Borrowers for such Fiscal Quarter,  and
      as soon as practicable  thereafter,  in the event of any material variance
      in the actual  calculation  of the  Leverage  Ratio from such  preliminary
      calculation,  a revised  Pricing  Certificate  setting  forth  the  actual
      calculation thereof.

                                       17

<PAGE>


            5.  Commitment  Increase  Conditions.  The  Commitment  Increase  is
subject to and contingent  upon the occurrence and full  satisfaction of each of
the following conditions precedent on or before July 1, 1998 (collectively,  the
"Commitment Increase Conditions"):

                  a. The Borrower Consolidation has achieved a Leverage Ratio no
greater than 3.00 to 1.00 as of the end of the Fiscal  Quarter  ending  December
31, 1997, or as of the end of the Fiscal  Quarter ending March 31, 1998, in each
instance  calculated  for such  Fiscal  Quarter  and the three  (3)  immediately
preceding Fiscal Quarters on a four (4) Fiscal Quarter basis;

                  b. No  Default or Event of Default  shall  have  occurred  and
remains continuing;

                  c.  Borrowers  shall have executed and delivered to Agent Bank
the original  Revolving Credit Note  (Restated),  a copy of the form of which is
attached to the Second Amendment as Exhibit A; and

                  d.  Borrowers  shall have executed and delivered to Agent Bank
any amendments to the Security Documentation  reasonably requested by Agent Bank
for the purpose of securing  repayment of the Commitment  Increase and shall pay
the costs of a 110.5  endorsement or other  applicable  endorsement to the Title
Insurance Policy evidencing its continued application to the Credit Facility, as
increased by the Commitment Increase, and to the Security Documentation.

            6.  Conditions  Precedent to Second  Amendment  Effective  Date. The
occurrence  of the  Second  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 February 6, 1998:

                  a.      Due  execution  by  Borrowers,  Guarantor  and
Banks of three (3) duplicate originals of this Second Amendment;

                  b.  Corporate  resolutions  or  other  evidence  of  requisite
authority of  Borrowers  and  Guarantor,  as  applicable,  to execute the Second
Amendment;

                  c. Payment of a fee in the amount of Thirty  Thousand  Dollars
($30,000.00)  (the  "Commitment  Increase Fee") to Agent Bank to be disbursed by
Agent Bank to Lenders in proportion to their respective Syndication Interests in
the Credit Facility;

                  d. Reimbursement to Agent Bank by Borrowers for all reasonable
fees and  out-of-pocket  expenses  incurred by Agent Bank in connection with the
Commitment Increase,  including,  but not limited to, reasonable attorneys' fees
of Henderson & Morgan,  LLC and all other like expenses  remaining  unpaid as of
the Second Amendment Effective Date; and

                  e. Such other  documents,  instruments or conditions as may be
reasonably required by Lenders.

                                       18

<PAGE>


            7.  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  Second  Amendment
Effective  Date in all  material  respects  as though such  representations  and
warranties  had been  made on and as of the  Second  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;

                  d. The  execution,  delivery  and  performance  of this Second
Amendment  has been duly  authorized  by all  necessary  action of Borrowers and
Guarantor and this Second Amendment constitutes a valid, binding and enforceable
obligation of Borrowers and Guarantor; and

                  e. The proceeds of the Commitment  Increase shall be used only
for the purposes set forth in Section 2.02(b) above.

            8.  Affirmation and Ratification of Continuing  Guaranty.  Guarantor
joins in the execution of this Second 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 of Borrowers'  indebtedness  and
obligations under the Credit Facility and each of the Loan Documents as modified
under this Second Amendment,  including,  without limitation,  all amounts owing
under the Commitment Increase.

            9. Incorporation by Reference. This Second Amendment shall be and is
hereby incorporated in and forms a part of the Existing Credit Agreement.

            10.  Governing Law. This Second  Amendment to Credit Agreement shall
be governed by the  internal  laws of the State of Nevada  without  reference to
conflicts of laws principles.

            11.  Counterparts.  This  Second  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.

                                       19

<PAGE>


            12.  Continuance  of Terms  and  Provisions.  All of the  terms  and
provisions of the Credit Agreement shall remain unchanged except as specifically
modified herein.

            13.  Additional/Replacement  Schedules  and Exhibits  Attached.  The
following additional and replacement  Schedules and Exhibits are attached hereto
and incorporated herein and made a part of the Credit Agreement as follows:

                  Schedule 2.01(a)
                  Alternate One   - Schedule of Lenders' Proportions in Credit
                                     Facility  -  Alternate One

                  Schedule 2.01(c)
                  Alternate One   - Aggregate Commitment Reduction Schedule
                                    - Alternate One

                  Exhibit A -       Revolving Credit Note (Restated)- Form

                  Exhibit C -       Notice of Borrowing - Form

                  Exhibit K -       Continuation/Conversion Notice - Form

                  Exhibit L -       Pricing Certificate - Form

            IN WITNESS  WHEREOF,  the parties  hereto have  executed this Second
Amendment as of the day and year first above written.

                                       BORROWERS:

                                       WMCK VENTURE CORP.,
                                       a Delaware corporation


                                       By  /s/ Norbert Teufelberger
                                               ---------------------------------
                                          Name Norbert Teufelberger
                                         Title Director & Secretary

                                       CENTURY CASINOS CRIPPLE
                                       CREEK, INC.,
                                       a Colorado corporation


                                       By  /s/ Norbert Teufelberger
                                               ---------------------------------
                                          Name Norbert Teufelberger
                                         Title Director & Secretary

                                       20

<PAGE>


                                       WMCK ACQUISITION
                                       CORP., a Delaware
                                       corporation


                                       By  /s/ Norbert Teufelberger
                                               ---------------------------------
                                          Name Norbert Teufelberger
                                         Title Director & Secretary

                                       GUARANTOR:

                                       CENTURY CASINOS, INC.,
                                       a Delaware corporation


                                       By  /s/ Norbert Teufelberger
                                               ---------------------------------
                                          Name Norbert Teufelberger
                                         Title Director & Secretary


                                       BANKS:

                                       WELLS FARGO BANK,
                                       National Association,
                                       Agent Bank and Lender


                                       By  /s/ Dave Kramer
                                               ---------------------------------
                                          Name Dave Kramer
                                         Title SVP