4

                           MEMORANDUM OF UNDERSTANDING
                           ---------------------------


                           I. Parties to the Agreement
                           --------------------------

     Gayle Burnett and Roger Burnett and B. Michael Dunn, residents of the state
of Iowa  (hereinafter  referred to as "BURNETT"),  and a company,  or companies,
formed by Century Casinos, Inc. (hereinafter referred to as "CENTURY").

                      II. Joint Venture Company and Funding
                      -------------------------------------

1.  Landmark  Gaming,  LC ("LGL) is an Iowa limited  liability  company  wherein
BURNETT is the sole member and manager.  Within this entity  BURNETT and CENTURY
shall form a joint venture in the existing LGL, wherein BURNETT shall own 60% of
the issued  units of LGL and CENTURY  shall own 40% of the issued  units of LGL.
LGL has been  designated  as the  Entertainment  Facility  operator for Franklin
County, Iowa, by the Franklin County Development  Association ("FCDA").  LGL and
FCDA shall be the applicant and recipient of, the license to develop and operate
a  competitive  and  innovative   excursion  gambling  boat  casino,  hotel  and
entertainment  facility in Franklin County, Iowa (hereinafter referred to as the
"Entertainment  Facility")  on the  property  described  in  Annexure  A to this
Agreement.  The  Entertainment  Facility,  in general  terms,  is expected to be
approximately  40,000 sq. ft. of gaming  space,  100 hotel rooms and 300 parking
spaces.  Once the final and  uncontested  casino license has been awarded to LGL
and FCDA and other conditions to funding set forth in the Contribution Agreement
between the parties have been satisfied, the parties shall contribute to LGL the
following:

     A.   CENTURY  shall  contribute  one  million two  hundred  fifty  thousand
          dollars ($1,250,000) for the development of the Entertainment Facility
          (as and when required per the development/construction schedule),

     B.   BURNETT shall  contribute the land and properties,  free and clear, as
          outlined  in  Annexure  B of this  Agreement,  the land  described  in
          Annexure  A subject to two  options  to  purchase  (also  included  as
          Annexure  A), as well as all  tangible,  intangible  and  intellectual
          property  associated with the application for a casino license and the
          development  and  operation  of a casino  facility  in  Iowa.  BURNETT
          represents  that LGL has an  exclusive  agreement,  a copy of which is
          attached as Annexure C, with FCDA  providing for the  exclusive  right
          for  BURNETT  to develop  and  operate an  Entertainment  Facility  in
          Franklin County with the full support of FCDA. Such agreement shall be
          part of BURNETT's contribution.

These  contributions  of BURNETT and CENTURY shall be considered  equity for the
purposes of the joint venture and the value of BURNETT's  equity is agreed to be
valued
<PAGE>
                                       2

at one million eight hundred seventy five thousand dollars  ($1,875,000) and the
value of  CENTURY's  equity is agreed to be valued at one  million  two  hundred
fifty thousand dollars ($1,250,000).

2. LGL, assisted by CENTURY,  shall use its best efforts to obtain loan(s), on a
non-recourse  project finance basis, at the prevailing  interest  rate(s) in the
amount(s)  required to develop,  either in one or more  phases,  and operate the
Entertainment Facility.

3. If no award of a final and uncontested casino license has been made to LGL by
December 31, 2007,  the  Contribution  Agreement and LLC Agreement and any other
agreements  between  LGL and  CENTURY  shall  be  terminated  and  dissolved  in
accordance with normal and customary unwinding provisions.

                            III. License Application
                            ------------------------

     Starting  from the date of this  Agreement,  BURNETT and CENTURY shall make
good faith efforts to jointly  prepare for and make a timely  application to the
Iowa Racing and Gaming  Commission  to establish an excursion  gambling boat (as
part of the Entertainment Facility).

     A.   BURNETT and CENTURY agree to jointly  prepare all  information for the
          application  but CENTURY is  specifically  responsible  for all gaming
          requirements   of  the   application   and  BURNETT  is   specifically
          responsible for site and facility requirements of the application.  As
          the sections of the  application  are  interrelated  in several cases,
          BURNETT and CENTURY,  as members of LGL, agree to work jointly towards
          the finalization of the application.

     B.   BURNETT and CENTURY  will have the final  approval of the contents and
          quality of the documents to be provided in the application to the Iowa
          Racing and Gaming  Commission for all information  that is required to
          be provided by LGL.

     C.   CENTURY will provide the required CENTURY  personnel towards the joint
          preparation of the application  and will pay the $15,000  required for
          the   Division  of  Criminal   Investigation   fees  and  the  $25,000
          application fee with the submission of the application.

     D.   CENTURY shall pay $10,000 towards the cost of  architectural  services
          required  for the  complete  construction  and  design  portion of the
          application.  Any additional out of pocket costs  anticipated from the
          date of this Agreement will be approved by both BURNETT and CENTURY.


<PAGE>
                                       3

                          IV. Casino Services Agreement
                          -----------------------------

     LGL shall enter into a Casino Services  Agreement with a company affiliated
with CENTURY for  provision of expertise  for the  day-to-day  management of the
Entertainment Facility, on behalf of and for the account of LGL, for a period of
ten years,  subject to licensing  with the option to extend the Casino  Services
Agreement for an additional  ten year period  (subject only to  licensing).  The
service fee payable to the manager  shall be a fixed amount of xxxxxxx per month
for the period of  conditional  license award to opening,  and the following fee
from the first day of casino  operations  on: xxxxx of all gross  revenues up to
xxxxxxxxxxx  plus xxxxx of all gross  revenues  over  xxxxxxxxxxx,  on an annual
basis,  plus  xxxxx of  adjusted  EBITDA  (Adjusted  EBITDA is normal  operating
earnings  consistent with GAAP before  interest  expense,  taxes,  depreciation,
amortization  and any  adjustments  agreed to by both  parties).  The EBITDA fee
shall be payable by LGL on a monthly  basis and will start to be earned upon the
opening of the Entertainment Facility.

                              V. Governance of LGL
                              --------------------

1. The number of directors of LGL shall be kept to a reasonable minimum. CENTURY
and BURNETT shall each nominate an equal number of directors. The Chairman shall
not  have a  deciding  vote.  LGL is  and  shall  be  operated  pursuant  to the
provisions of the Iowa Limited Liability Act.

2. Special  arrangements  and  approvals  between  CENTURY and BURNETT  shall be
required  for  the  governance,  administration  and  operation  of LGL  and the
definitive  form of Joint Venture  Agreement  shall contain  special  rights and
privileges for CENTURY as a minority  shareholder,  such as (but not limited to)
approval rights over significant transactions. Both members shall have the right
of first refusal to purchase the other  member's  interest in the event of sale,
liquidation or dissolution and co-sale rights in case of a proposed sale.

3. LGL has an operating agreement, designation of membership interest, and other
documents  required by statute now in  existence.  Upon  issuance of  membership
certificates to CENTURY,  representing 40% of all outstanding units, the parties
agree  that all  company  documents  such as the  amended  operating  agreement,
members  agreements  etc.  for LGL are to be agreed to and  approved  by CENTURY
before  implementation.  Between the execution  date of this MOU and the date of
issuance of membership certificates to CENTURY, all material decisions regarding
the license application and the development of the Entertainment  Facility shall
require mutual approval by CENTURY and BURNETT.

4. BURNETT agrees that LGL is a company in good standing and will provide all of
the customary  representations and warranties, to include, but not limited, to a
representation that LGL is free and clear of all debts and encumbrances.

<PAGE>
                                       4

                              VI Binding Agreement
                              --------------------

1. Until the  execution  by both parties of a  definitive  form of  Contribution
Agreement and LLC Agreement with respect to the matters referred to above,  this
memorandum  shall be legally  binding upon the parties.  The parties  shall work
diligently  toward  concluding  a  mutually   acceptable  form  of  Contribution
Agreement and LLC Operating Agreement, as amended which shall be consistent with
this  Agreement  but which may address  certain  issues in more detail and other
issues in which this  Agreement  is silent.  The  parties  agree to work in good
faith and to use all reasonable  efforts to complete and sign such Agreements as
soon as practicable.

2. This MOU is  binding  only if all  parties  have  signed  below no later than
October 13, 2004.

3. Upon execution of the final form of Contribution  Agreement and LLC Agreement
this MOU agreement  shall be merged by reference into such  Agreements and shall
have no further force or effect.


DATED this 13th day of October, 2004




CENTURY CASINOS, INC.

/s/ Larry Hannappel                                  /s/ Roger Burnett
--------------------------                           --------------------------
By: Larry Hannappel                                  Roger Burnett
Chief Accounting Office & Secretary                  on behalf of BURNETT


                                                     /s/ Gayle Burnett
                                                     --------------------------
                                                     Gayle Burnett
                                                     on behalf of BURNETT


                                                     /s/ B. Michael Dunn
                                                     --------------------------
                                                     B.Michael Dunn
                                                     on behalf of BURNETT