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


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


                                    Recitals

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

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

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


                                    Amendment

     The Plan is amended as set forth herein:

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

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

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

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

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


                                     <PAGE>




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

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

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

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

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


                                      -2-
                                     <PAGE>

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

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

                    (b)  All elections shall be irrevocable.

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


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


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

                                      -3-
                                     <PAGE>





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


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

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

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

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

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

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


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


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


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


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