Final (July 20, 2004)
                              EMPLOYMENT AGREEMENT


     This Employment Agreement (the "Agreement"), dated as of July 19, 2004 (the
"Effective  Date"),  is between Century Casinos,  Inc., a Delaware  corporation,
whose  principal  executive  offices are located in Colorado  Springs,  Colorado
("Employer"), and Mr. Richard S. Rabin ("Employee").

                                    Recitals

     A.  Employee  wishes to be considered by Employer for the position of Chief
Operating Officer, North America ("the Position"). Employer wishes to retain the
services of  Employee  for the  Position,  and  Employer  and  Employee  wish to
formalize  the terms  and  conditions  of their  agreements  and  understandings
concerning Employee's employment in the Position.

     B. Employee's  employment by Employer,  the mutual covenants stated in this
Agreement,   and  other  valuable   consideration,   the  receipt  of  which  is
acknowledged by Employee, are sufficient consideration for this Agreement.

     C.  This  Agreement  supersedes  and  replaces  any prior  oral or  written
employment agreements entered into by and between Employer and Employee, and the
terms of this Agreement shall be held confidential by Employee.

                                    Agreement

     The parties agree as follows:

     1. Employment.  As of the Effective Date, Employer shall employ Employee in
the Position, and Employee agrees to accept such employment.

     2. Term of  Agreement.  The term of this  Agreement  will  commence  on the
Effective  Date and will  continue for two years  unless  sooner  terminated  in
accordance  with the provisions of this Agreement.  Furthermore,  this Agreement
may be  extended  for  periods of six (6) months as  follows:  if on the date no
later than six months before the Agreement  will normally  expire,  both parties
give  notice that they wish the  Agreement  to  continue,  the  Agreement  shall
continue under the same terms for an additional  period of six months  following
the previous  expiration  date.  The parties will continue  this process  during
successive  extensions  of this  Agreement.  The following is an example of this
process:  the initial term of the  Agreement  will expire on July 18, 2006.  Six
months  before the  expiration  date is January 18,  2006.  If both parties give
notice on or before January 18, 2006,  that they wish the Agreement to continue,
the  expiration  date of the  Agreement  shall be extended to January 18,  2007.
Then, six months before the end of this new termination date, the parties may or
may not give similar notice concerning extension so as to cause the Agreement to
extend an additional six months.  This process shall continue during the life of
the Agreement, or any extensions or amendments to the Agreement.
<PAGE>

     3.  Actions  of  Employer.   All  actions  by  and  decisions  of  Employer
contemplated in this Agreement will be made by Employer's  Executive  Committee,
which may from time to time appoint one of its members  under this  Agreement to
carry out its functions.  Nevertheless,  Employee  understands  that  Employer's
Compensation Committee must approve all decisions concerning Employee's salary.

     4. Duties of Employee. Employee's principal duties on behalf of Employer as
of the  Effective  Date shall be to act as the Chief  Operating  Officer,  North
America. Employee will undertake and assume the responsibility of performing for
and on behalf of Employer  whatever  duties are  necessary  and required in such
position. Employee will devote Employee's full time and energies and best effort
to the performance of such duties, to the exclusion of all other activities that
conflict  in any  material  way with  Employee's  duties  under this  Agreement.
Specific duties,  and limitations on authority,  of Employee may be addressed by
separate  memoranda or other  instructions.  In performing his duties,  Employee
recognizes and agrees that he will abide by the Employer's Code of Ethics.

     5. Location of Work; Payment for Various Expenses.  The parties contemplate
that Employee's primary duty location will be in Colorado Springs, Colorado and,
initially - as long as there is only one  operation  in North  America - also in
Cripple Creek,  Colorado.  Employee shall have an office at Employer's  Colorado
Springs' offices.  Should the location of Employer's North American headquarters
change to a location within the State of Colorado,  then Employee's primary duty
location would change to that location.  Nevertheless,  Employee  recognizes and
agrees  that his duties  will  require him to travel,  including,  most  likely,
international  travel,  for  meetings  and to assist the  entities  operated  by
Century Casinos Inc., primarily in North America, but also worldwide.

     (a) Employer shall pay for Employee's  expenses of moving to Colorado up to
a maximum of US-$  27,500.  Employee  shall  gather  three  estimates  for these
expenses,  and Employer  shall pay the lowest of the three.  Employer shall also
pay  Employee  $1,500 to defray  the cost of visits to  Colorado  by  Employee's
family for purposes of  house-hunting.  Employer shall also buy from  Innovation
Group,  Employee's  laptop  and  printer,  which  shall be  Employer's  personal
property.  Employer shall not be responsible  for any other payments to Employee
except as  specifically  provided in this  Agreement  or in a separate,  written
addendum  to  this  Agreement,  signed  by  Employee  and  Employer's  Executive
Committee.

     (b)  Employer  shall loan  Employee  $13,000 for  Employee to use to defray
expenses due to the early payment of the loan on  Employee's  home in Las Vegas,
Nevada.  Employer  shall also loan  Employee the amount of $ 10,000  (US-dollars
tenthousand)  to pay for  Employee's  temporary  housing  in  Denver,  Colorado.
Employee shall repay both these amounts,  without interest,  from his first, and
subsequent,  bonus  payments  until the full  amount has been  repaid.  Employee
hereby authorizes such deductions to be made from his bonuses.

     6. Compensation.

     (a) Salary.  Employer will pay to Employee a yearly salary ("Base  Salary")
of One Hundred  Fifty  Thousand  Dollars  ($150,000.00),  payable on the payroll
dates established by

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<PAGE>

Employer from time to time. Once Employer's  proposed  Edmonton property becomes
operational,  Employee's  salary  shall be increased by the amount of $7,500 per
year. Also, when Employer's proposed Central City property becomes  operational,
Employee's annual salary shall be increased by $7,500 per year.

     (b)  Bonus.  Employee  shall be  eligible  to  receive a bonus,  based upon
satisfactorily   reaching  various  budget  and  financial   criteria  that  are
established  for each calendar year in question and are designated as pertaining
to the bonus calculation. Employee shall only be eligible for such a bonus if he
is employed on the last day of the calendar year to which the bonus applies. For
2004,  any bonus shall be based on criteria  related to Womacks Casino only. For
2005, any bonus shall be based on the  performance of Womacks and on the on-time
and on-budget delivery of the proposed  properties in Edmonton and Central City.
Should  the  on-time  and  on-budget  delivery  of the  proposed  properties  be
influenced  in any  direction by  situations  beyond  Employee's  control,  then
Employee's  bonus shall be  adjusted  accordingly.  The  on-time  and  on-budget
bonuses  for the  proposed  properties  in Edmonton  and  Central  City shall be
spelled out in the bonus agreements for 2005 resp. 2006, as the case may be. For
subsequent  years,  Employee's  bonus  shall be based  on such  criteria  as the
Employer  establishes.  The 2004 bonus  calculations shall be in accordance with
the annex enclosed at Exhibit A.

     (c)  Vacations/Sick  Days.  Employee will be entitled to paid  vacations of
three weeks per calendar year, in accordance with the procedures  established by
Employer.  Any specific  vacation of more than one week's duration is subject to
the advance  approval of  Employer.  Employee is entitled to four paid sick days
per calendar year.  Employee may accrue unused sick time from year to year up to
a limit of eight days total sick days. No payments shall be made for accumulated
sick days.

     (d)  Additional  Benefits.  Currently,  Employee  will be  entitled  to the
following benefits: 401(k) and  medical/hospitalization  insurance in accordance
with Employer's normal policies,  and the holidays observed by Employer pursuant
to its normal  policies  by which  employees  are granted a day off with pay. In
addition,  Employee will be entitled to additional  benefits in accordance  with
Employer's  policies,  as they may be established  and modified by Employer from
time to time, for persons holding similar positions with Employer, as determined
by Employer in its sole discretion.

     (e)  Reimbursement  of  Business  Expenses.  Employer  will  reimburse  all
reasonable  expenses  incurred by  Employee on behalf of Employer in  connection
with Employee's  performance of duties under this Agreement,  in accordance with
the Employer's Travel Policy, and subject in each case to compliance by Employee
with any reasonable  requirements  imposed by Employer concerning  submission of
invoices, prior approval, tax deductibility of expenses, and similar matters.

     (f) Stock  Options.  Employee will be eligible to  participate in any stock
option plan and bonus plan or policy for persons holding similar  positions with
Employer that may be established by Employer.  The number of options  granted to
Employee, if any, and the terms of such options are solely within the discretion
of  Employer's  Board  of  Directors  and/or  Employer's   Executive  Committee,
Incentive Plan Committee and/or Compensation Committee,

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<PAGE>

as the legal  requirements  may be,  except that within thirty (30) days after a
new Equity Incentive Plan has been approved by Employer's shareholders, Employee
shall be granted 25,000 options, and, in deviation from past policy, 10% of this
number shall vest at the time of such grant, with 20% of this number vesting one
year  later,  30% one year  after that and 40% in the year  subsequent  to that,
subject to the  approval  of the  relevant  Committees  of  Employer's  Board of
Directors. In case that there should not be a new Employee Equity Incentive Plan
in 2005, then Employee shall be entitled to receive a cash payment calculated as
the in-the-money-value that those 25,000 options, when vested, would have had if
they had been granted. Further, Employee shall receive another 25,000 options on
the date of the first contract  extension,  provided that the contract will have
been  extended by both  parties.  The strike price and vesting of these  options
will be in  accordance  with  the  Equity  Incentive  Plan  and  subject  to the
Incentive Plan Committee's decisions in this regard.

     7.  Termination,  Severance Pay and  Restrictions  Against  Competition and
Solicitation.

          (a) Voluntary Termination by Employee.

               (i)  Employee  agrees to give  Employer at least sixty (60) days'
                    notice prior to any voluntary  termination  of employment by
                    Employee.

               (ii) If Employee terminates employment voluntarily,

                    (A)  Employee  will  receive  all earned  Base  Salary  only
                         through  the last  day of  Employee's  employment  with
                         Employer (as well as reimbursement of expenses incurred
                         through the last day of Employee's employment);

                    (B)  The  Noncompetition and  Nonsolicitation  Periods under
                         Section 8 will end on the first anniversary of the last
                         day of Employee's employment with Employer.

               (iii)Employee and Employer  acknowledge that Employee's knowledge
                    of the  particular  operations of Employer will be difficult
                    to  replace  and  that the  giving  of 60  days'  notice  by
                    Employee  is   necessary   to  enable   Employer  to  obtain
                    transition assistance.

          (b) Termination by Employer Without Cause.

               (i)  Employer may  terminate  Employee's  employment at any time,
                    without Cause (as defined below).

               (ii) If Employer terminates Employee's employment without Cause:

                    (A)  Employee  will  receive all earned Base Salary  through
                         the last day of Employee's  employment  term  including
                         all

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<PAGE>

                    mutually  agreed  extensions  pursuant  to  Section  2  with
                    Employer  (as well as  reimbursement  of  expenses  incurred
                    through the last day of Employee's employment);

                    (B)  Employee's  medical/hospitalization  insurance  will be
                         continued  for the  remaining  term  of the  Agreement,
                         including all mutually  agreed  extensions  pursuant to
                         Section 2.

                    (C)  The  Noncompetition  and  Nonsolicitation  Period under
                         Section  8 will end six  months  after  the last day of
                         Employee's employment with Employer.  However, Employee
                         can  be  released  from  his  obligations   under  this
                         subsection   on  mutual   agreement   of  Employee  and
                         Employer.

                    (D)  Employer  will continue  Employee's  normal pay for the
                         remaining term of the Agreement, including all mutually
                         agreed extensions pursuant to Section 2.

                    (E)  Employee  will also  receive a payment  equal to 50% of
                         the bonus  received by Employee for the year  preceding
                         his termination under this section.

                    (F)  If  Employee  should be working  somewhere  else,  then
                         Employer  does not  have to pay  Employee  any  longer.
                         Irrespective  of other clauses in this  Agreement,  the
                         Non-Compete  will be in effect as long as Employer pays
                         Employee. Employer and Employee can mutually agree that
                         Employee  can  look for  other  employment  within  the
                         defined area.

                    (G)  If  Employee  should  be  permitted  to  look  for  and
                         subsequently find other  employment,  then Employer has
                         the  option  to  either  continue  to pay  Employee  or
                         release Employee to this other employer with no further
                         pay from  Employer  to Employee  from the day  Employee
                         commences to work for this other employer.

          (c)  Termination by Employer for Cause.

               (i)  Employer may terminate  Employee's  employment with Employer
                    at any time,  for Cause,  upon notice to  Employee.  "Cause"
                    means: (A) any fraud, theft or intentional  misappropriation
                    perpetrated by Employee against Employer;  (B) conviction of
                    Employee of a felony;  (C) a material and willful  breach of
                    this  Agreement  by Employee,  if Employee  does not correct
                    such breach within a reasonable  period after Employer gives
                    written  notice to Employee  (with such notice to specify in
                    reasonable detail the action or

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<PAGE>

                    inaction that constitutes such breach); (D) willful or gross
                    misconduct  by Employee in the  performance  of duties under
                    this Agreement;  (E) failure by Employee to maintain in good
                    standing  any license that  Employee  must hold based on the
                    requirements  of  any  regulatory  body;  (F)  the  chronic,
                    repeated,  or persistent failure of Employee in any material
                    respect to perform Employee's  obligations as an Employee of
                    Employer (other than by reason of a disability as determined
                    under  common  law or  any  pertinent  statutory  provision,
                    including without limitation the Americans With Disabilities
                    Act),  if Employee  does not correct such  failure  within a
                    reasonable  period after  Employer  gives written  notice to
                    Employee  (with such notice to specify in reasonable  detail
                    the  action or  inaction  that  constitutes  such  failure).
                    Employer and Employee  agree that the  provisions of (F) are
                    not intended to provide  grounds for a termination for Cause
                    merely  because  of an  isolated  failure  on  the  part  of
                    Employee to satisfy performance goals set by Employer.

               (ii) If Employee is terminated for Cause,

                    (A)  Employee will receive Base Salary only through the last
                         day of Employee's  employment with Employer (as well as
                         reimbursement of expenses incurred through the last day
                         of Employee's employment);

                    (B)  The  Noncompetition and  Nonsolicitation  Periods under
                         Section 8 will end on the first anniversary of the last
                         day of Employee's employment with Employer.

     8. Noncompetition, Nonsolicitation, Disparagement.

     (a) Covenant not to Compete. During the period that Employee is employed by
Employer and thereafter for the pertinent  Noncompetition  Period,  Employee (i)
will not directly or indirectly own, control,  operate, manage, consult for, own
shares in, be employed by, or otherwise  participate in any sole proprietorship,
corporation, partnership, or other entity whose primary business is the Business
(as defined below), within 100 miles of any location in which Employer operates,
or has any interest  in, any casino or other  entity in which legal  gambling is
permitted  or  undertaken  and (ii) will not  solicit  any  actual or  potential
customers  of  Employer,  any  consultants  to  any  such  actual  or  potential
customers,  or any  suppliers  of  Employer.  The  "Business"  means  any of the
following:  the  operation or  management of any casino or other entity in which
legal  gambling of any form is permitted or  undertaken.  (The  restrictions  in
8(a)(i)  above,  shall also  include  any  location  in which the  Employer  has
proposed  to  do  Business,  or  has  made  plans  to  make  such  a  proposal.)
Notwithstanding the foregoing restriction,  Employee may own beneficially, or of
record,  less  than two  percent  of the  outstanding  shares  or  other  equity
interests of any entity in the Business whose stock is traded publicly on NASDAQ
or another nationally recognized stock exchange.  The parties specifically

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<PAGE>

agree  that  the  Noncompetition  Periods  specified  in  paragraph  7  and  the
geographical   scope  discussed  above  are  reasonably   necessary  to  protect
Employer's interests, including Employer's trade secrets.

     (b)  Nonsolicitation.  During the  period  that  Employee  is  employed  by
Employer and thereafter for the pertinent  Nonsolicitation Period, Employee will
not solicit or attempt to solicit for employment,  for any other  employer,  any
person  while such  person is an employee  or  consultant  of Employer or of any
subsidiary  or parent  company of Employer,  and  Employee  will not solicit for
employment  or employ any such person within six months after such person ceases
to be an employee or consultant of Employer.

     (c) Disparagement.  During the  Nonsolicitation  Period,  Employee will not
disparage, criticize, or demean Employer, its reputation,  employees, directors,
Officers,  services,  products,  manner of conducting  business,  customers,  or
suppliers,  or any other aspect of Employer,  by any  communication  whatsoever.
Likewise,  during  this  Period,  the  Employer  will  respond to  requests  for
information  concerning Employee's employment with a neutral response reflecting
Employee's dates of employment, positions held and ending pay rate.

     9. Confidential Information, Trade Secrets and Intellectual Property.

     (a)  Confidential  Information.  Employee  acknowledges  that  information,
observations,  and data  (including  but not limited to  customer/client  lists)
obtained by Employee,  both prior to the Effective  Date and after the Effective
Date,  concerning the business or affairs of Employer,  constitute  confidential
information,  are trade secrets, are the property of Employer, and are essential
and  confidential  components of Employer's  business.  Employee will not at any
time,  either during or after  employment with Employer,  directly or indirectly
disclose  to any person or use any of such  information,  observations  or data,
except as required by Employee's  duties in the course of Employee's  employment
with Employer, and except to the extent that:

     (i)  the  information  was  within  the  public  domain  at the time it was
          provided to Employee;

     (ii) the information  was published or otherwise  became part of the public
          domain after it was provided to Employee through no fault of Employee;

     (iii)the  information  already  was in  Employee's  possession  at the time
          Employer  disclosed  it to  Employee,  was not  acquired  by  Employee
          directly or indirectly from anyone with a duty of  confidentiality  to
          Employer,  and was not  acquired by Employee  under  circumstances  in
          which Employee already was an employee of or a consultant to Employer,
          or had a duty of confidentiality to Employer; or

     (iv) the  information  is  required to be  disclosed  (A) by any federal or
          state law rule or regulation,  (B) by any applicable judgment,  order,
          or decree of any court, governmental agency or arbitrator having or

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<PAGE>

          purporting to have  jurisdiction in the matter, or (C) pursuant to any
          subpoena or other discovery request in any litigation,  arbitration or
          other proceeding, but if Employee proposes to disclose the information
          in accordance with (A), (B), or (C), Employee will first give Employer
          reasonable  prior  notice  of the  proposed  disclosure  of  any  such
          information  so as to provide  Employer an opportunity to consult with
          Employee as to the  applicability  of such law, rule, or regulation or
          to appear  before any court,  governmental  agency,  or  arbitrator in
          order to contest the disclosure,  as the case may be, and prior to any
          such  disclosure will redact  confidential  information to the maximum
          extent permissible.

     (b) Return of Documents,  Etc.  Immediately  upon termination of Employee's
employment  with Employer or at any time upon notice to Employee from  Employer,
Employee will deliver to Employer all memoranda, notes, plans, records, reports,
and other documents and information  provided to Employee by Employer or created
by Employee in connection with Employee's employment, including, but not limited
to information stored in electronic format on PCs, laptops, external hard disks,
CDs,  etc.  and all  copies of all such  documents  in any  tangible  form which
Employee may then possess or have under Employee's control, and will destroy all
of such  information  in intangible  form which is in  Employee's  possession or
under Employee's control.

     10. Survival of Obligations Upon Employee's Termination. The obligations of
Employee  in  Sections  8 and 9  will  survive  the  termination  of  Employee's
employment with Employer.  The obligations of Employee in Section 9 will survive
the  termination  of Employee's  employment  with Employer  without  limitation,
whether  initiated by Employee or by Employer,  and will continue until Employer
consents in writing to the release of  Employee's  obligations  under  Section 9
this Agreement.

     11.  Remedy for Breach.  Both Employee and Employer  expressly  acknowledge
that the  subject  matter of this  Agreement  is unique,  and that any breach of
Employee's obligations under Sections 8 and 9 is likely to result in irreparable
injury to Employer, and the parties therefore expressly agree that Employer will
be entitled to obtain specific  performance of this Agreement through injunctive
relief and such  ancillary  remedies of an equitable  nature as a court may deem
appropriate.  Such equitable relief will be in addition to, and the availability
of such  equitable  relief  will  not  preclude,  any  legal  remedies  or other
remedies,  which might be  available  to such party.  If Employee  breaches  any
provisions  in Sections 8 or 9,  Employer  is  entitled  to apply for  equitable
relief in the  Colorado  District  Court,  Fourth  Judicial  District,  prior to
initiation of mediation.  Employer's application for temporary injunctive relief
will not limit  Employer  from  pursuing any other  available  remedies for such
breach.  Employee  specifically  agrees with the  designation  of this court and
waives any objection or defense based on forum non-conveniens, improper venue or
lack of personal jurisdiction.

     12.  Severability.  Each  provision  of this  Agreement  is  intended to be
severable,  and if any  portion  of this  Agreement  is held  invalid,  illegal,
unenforceable or void for any reason, the

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<PAGE>

remainder of this  Agreement will  nonetheless  remain in full force and effect.
Any portion held to be invalid,  unenforceable,  or void will,  if possible,  be
deemed  amended or reduced in scope,  but such  amendment  or reduction in scope
will be made only to the minimum extent  required for causing such portion to be
valid and enforceable.

     13. General Acknowledgments. Employee and Employer expressly agree that the
restrictions on Employee's  activities imposed under Section 8 are reasonable in
their  temporal  and  geographic  scope and with  respect  to the  nature of the
activities  so restricted  and that the  restrictions  on Employee's  activities
imposed  under  Section 9 are  reasonable  and  necessary  to protect  the trade
secrets and other  Confidential  Information of Employer.  The parties expressly
agree that (i) Employee is  benefitted by these  restrictions,  insofar as other
persons in similar managerial positions with Employer have entered or will enter
into similar  agreements with Employer,  (ii) these  restrictions are reasonable
and  necessary to protect  Employer and its  subsidiaries  from loss of property
rights and from  competing  efforts,  and (iii)  because  of these  restrictions
Employer is willing to share its trade secrets and confidential information with
Employee to enable  Employee to perform his or her duties.  The parties  further
expressly agree that, if any court of competent jurisdiction determines that any
provision of Section 8 or Section 9 is unreasonable,  the court will not declare
the  provision  invalid,  but rather will reform and modify the  provision,  and
enforce the provision as reformed and modified,  to the maximum extent permitted
by law.  The  existence  of any  claim or cause of action  of  Employee  against
Employer, whether predicated on this Agreement or otherwise, will not constitute
a defense to the  enforcement  by  Employer  of the  provisions  of Section 8 or
Section 9.

     14.  Non-Waiver.  The  failure  to  enforce  any right  arising  under this
Agreement or any similar  agreement on one or more  occasions will not be deemed
or  construed  to be a waiver of that right  under this  Agreement  or any other
agreement on any other  occasion,  or of any other right on that occasion or any
other occasion.

     15.  Employee  Warranties.  Employee  warrants to Employer  that, as of the
Effective  Date,  (a)  Employee  is not  employed  and is not a party to another
employment  contract,  express or implied; (b) Employee has no other obligation,
contractual or otherwise,  which would prevent  Employee from entering into this
Agreement and from complying with its provisions; (c) Employee does not possess,
and  will  not  utilize  during   Employee's   employment  with  Employer,   any
confidential  information obtained by Employee through or in connection with any
prior employment, relating to any prior employer's business, products, services,
techniques,  methods, systems, plans, policies,  prices, customers,  prospective
customers,  or employees;  and (d) Employee has given  Employer  timely  written
notice of any of Employee's  prior  employment  agreements or patent rights that
might  conflict  with any interest of Employer and has provided  Employer with a
copy of such agreements or patent rights,  including any  applications  for such
rights.

     16.  Dispute  Resolution.  Subject to  Employer's  right to seek  equitable
relief under  Section 11, which is not  affected by this  Section,  Employer and
Employee  agree to submit to final,  binding  arbitration,  any and all  claims,
disputes or controversies between Employee and Employer, any business affiliated
with Employer, or any of the respective directors, managers, employees or agents
of such businesses, including, but not limited to, claims, disputes or

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controversies arising out of or related to this Agreement or the breach thereof.
The parties agree that such  arbitration is pursuant to the Federal  Arbitration
Act.  The  arbitration  shall  be  governed  by the  then-existing  rules of the
American Arbitration  Association for Commercial Arbitration and will be held in
Colorado  Springs,  Colorado.  The arbitrator  will be selected  pursuant to the
mutual  agreement of the parties,  and, if the parties are unable to agree,  the
arbitrator will be designated by the Chief Judge of the Fourth Judicial District
Court,  State  of  Colorado.  The  award  rendered  by the  arbitrator  shall be
enforced, if necessary,  in the United States District Court for the District of
Colorado.  The  arbitrator  shall  apply  the  substantive  law of the  State of
Colorado and may award any relief  recognized  by Colorado  law,  which could be
awarded  by a  District  Court of the State of  Colorado,  including  injunctive
relief and attorney's  fees. The arbitrator  shall award  reasonable  attorney's
fees and costs to the prevailing party.

     17. Integration Clause and Modification. This Agreement is the complete and
exclusive  statement of the  agreement  between the parties and  supersedes  all
proposals,  prior agreements,  and all other communications between the parties,
oral or in  writing,  relating  to the subject  matter of this  Agreement.  This
Agreement may be amended or superseded  only by an agreement in writing,  signed
by Employee and the CEO of Employer.

     18.  Notices.   All  notices,   requests,   demands,   claims,   and  other
communications  under this  Agreement must be in writing.  Any notice,  request,
demand,  claim, or other  communication under this Agreement will be deemed duly
given  only  if it is sent by  registered  or  certified  mail,  return  receipt
requested,  postage prepaid, or by courier, by facsimile,  or email message, and
must be addressed to the intended recipient as follows:

       If to Employer, to: ______________________________________
                           ______________________________________
                           ______________________________________


       If to Employee:  to Employee's residence, as shown on Employer's records.

Notices will be deemed given and  received  three days after  mailing if sent by
certified  mail,  when delivered if sent by courier,  and one business day after
receipt of confirmation by person or machine if sent by telecopy,  facsimile, or
email  transmission.  Either  party may  change the  address  to which  notices,
requests,  demands,  claims and other communications under this Agreement are to
be delivered by giving the other party notice in the manner set forth above.
Any notice sent by email to Employer will be to the following
address:___________________.
Any notice sent by email to Employee will be to the following
address: ___________________.

     19.  Governing  Law and  Forum.  This  Agreement  will be  governed  by and
construed  according  to the  internal  laws of the State of  Colorado,  without
regard to conflict of law principles,  except Section 16, which will be governed
and  construed  according to the Federal  Arbitration  Act,  except as otherwise
provided in Section  16. The parties  further  agree that any  disputes  arising
under this  Agreement and any action  brought to enforce this  Agreement must be
brought  exclusively in the Colorado District Court,  Fourth Judicial  District,
and the  parties  consent to personal  jurisdiction  of such court and waive any
objection or defense of forum non-conveniens, improper venue or lack of personal
jurisdiction.

                                       10
<PAGE>

     20. Acknowledgment by Employee.  Employee has been afforded the opportunity
to read,  reflect  upon and  consider  the  terms  of this  Agreement,  has been
afforded the opportunity to discuss this Agreement with  Employee's  attorney or
other advisor or counselor,  has read this entire  Agreement,  fully understands
its terms, has voluntarily executed this Agreement, and has retained one copy of
this  executed   Agreement  for  Employee's   records.   Furthermore,   Employee
acknowledges  and  agrees  that  should  Employee  obtain  employment  after the
termination  of this  Agreement,  Employer  may  communicate  with a  subsequent
employer and show a copy of this  Agreement to a  subsequent  employer,  for the
purpose  of  informing  a  subsequent   employer  about  Employer's  rights  and
Employee's obligations under this Agreement.


ACCEPTED AND AGREED:                        ACCEPTED AND AGREED:


/s/ Erwin Haitzmann, Employer                    /s/ Richard S. Rabin, Employee
------------------------------------             ------------------------------
Erwin Haitzmann                                  Richard S. Rabin

Title: Chief Executive Officer


/s/ Peter Hoetzinger, Employer
------------------------------------
Peter Hoetzinger

Title: President



Date: ________________________________  Date: __________________________________


<PAGE>



                                    EXHIBIT A
                           Annex Concerning 2004 Bonus


     Employee's 2004 bonus shall be included as follows:

     1. If the budget for  Womacks  Casino is reached,  that is Earnings  Before
Interest, Tax Depreciation and Amortization  ("EBITDA") of $9,460,000,  Employee
shall receive a bonus equal to 40% of his salary received for 2004.

     2. If Womacks' EBITDA is between $9,460,000 and $10,000,000,  Employee will
receive  an  additional  bonus  equal  to  three  percent  of the  EBITDA  above
$9,460,000.

     3. If Womacks' EBITDA is between $10,000,000 and $10,500,000, then Employee
will receive,  in addition to the amounts in 1 and 2 above, an additional amount
equal to 4.5% of the EBITDA above $10,000,000.

     4. If Womacks'  EBITDA is higher than  $10,500,000,  then the Employee,  in
addition to the amounts in 1, 2 and 3 above,  will receive an additional 7.5% of
the EBITDA above $10,500,000.

     5. If  certain  non-quantative  goals  have been met  (personal  commitment
component of bonus),  then the Employee  will receive an  additional  10% of his
salary earned during 2004. The personal commitment goals shall be established by
the Employee and Employer.