AGREEMENT OF TERMINATION OF MANAGEMENT AGREEMENT
                                  INCORPORATING
                            NEW CONSULTING AGREEMENT

THIS AGREEMENT,  dated May 1, 2003, is made by and between CENTURY CASINOS, INC.
a Delaware corporation  (hereinafter referred to as the "Company" ), and RESPOND
LIMITED, an Isle of Man company (hereinafter referred to as the "Consultant").

WITNESSETH THAT:

     WHEREAS,  Company  and  Consultant  are the sole  parties  to a  Management
Agreement entered into and effective from 1 January, 2002; and

     WHEREAS,  Company and Consultant are desirous of terminating the Management
Agreement; and

     WHEREAS,  Company and Consultant are desirous of entering into a Consulting
Agreement; and

     WHEREAS,  Company  and  Consultant  desire  to  set  forth  the  terms  and
conditions which shall,  henceforth and for their mutual benefit,  establish the
terms and conditions of their relationship.

     NOW, THEREFORE,  in consideration of the foregoing,  of the mutual promises
herein contained, and of other good and valuable consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  parties,  intending  to be
legally bound, agree as follows:


1.   Management Agreement

     a.   Notice is hereby given by the Company of Termination  Without Cause in
          accordance with paragraph 5.1(b) of the Management Agreement effective
          upon the effective date of this agreement; and

     b.   Notice by the Company of Termination  Without Cause is hereby accepted
          by Consultant effective upon the effective date of this agreement; and

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     c.   Company  and  Consultant  agree that upon the  effective  date of this
          agreement,  the Management  Agreement shall immediately  terminate and
          there shall no longer  exist any  obligation  upon  either  Company or
          Consultant in terms of the Management Agreement; and

     d.   Each of Company and Consultant  specifically waives its claims against
          the other in respect of the six-month  transition  period and payments
          contained  in paragraph  5.1 and,  for the purposes of  interpretation
          should any such need arise,  any  reference to a six-month  transition
          period shall be deemed by both of the parties to have been struck from
          the Management Agreement.

2.   Consulting Agreement


     a.   From the effective date of this agreement,  the  relationship  between
          Company  and  Consultant  shall be governed  solely by this  agreement
          which shall, upon satisfaction of the matters referred to in paragraph
          1 above, be referred to thereafter as the "Consulting Agreement".

     b.   Consultant shall provide to Company  consulting  services with respect
          to its  interests in Gauteng,  South  Africa until 31 December,  2003.
          Consultant  shall  devote  sufficient  time to fully  and  exclusively
          cooperate  with  CCI/CCA in the  maintenance  and  development  of its
          interests in the West Rand casino  license/project  until December 31,
          2003.

     c.   Company  shall pay monthly to  Consultant  the sum of $10,000 no later
          than upon the final day of each calendar  month  (including  the final
          day of that month within which the  effective  date of this  agreement
          falls) and which payments shall cease after payment in full by Company
          to Consultant for the months prior to and including December 2003.

     d.   No services  shall be provided by Consultant  and no payments shall be
          due from Company  subsequent to 31 December 2003 save that any amounts
          remaining  unpaid by Company to Consultant  in terms of  sub-paragraph
          (c) above shall remain due and payable by the Company.

     e.   Company  may at any time elect to pre-pay in full the  amounts  due to
          Consultant to 31 December 2003 and which payment shall be made in full
          within  seven  days of any such  election  and for which a  time-value
          discount  shall  apply at a rate  equivalent  to the US Federal  Funds
          discount rate prevailing upon the day of any such election.

     f.   In the event that, prior to 31 December 2004, Company, directly or via
          any of its subsidiaries, receives payments in exchange of disposing of
          all, or any portion,  of its interests in the Gauteng Casino  project,
          Company  shall pay to  Consultant  10% (ten  percent)  of the Net Sale
          Proceeds  between $0 and $1,3 million,  plus 5% (five  percent) of the
          Net Sale Proceeds  exceeding $1,3 million.  Net Sale Proceeds shall be
          defined as all proceeds  received,  minus all  documented  investments
          made.  The parties agree that the  investments  made up to the date of
          this  agreement  amount to $2 million.  For any  disposal of less than
          100%  of  the  Company's  interests,   the  foregoing  dollar  payment
          thresholds shall be adjusted pro rata.

     g.   If Company  has not  disposed of all its  interest  therein and casino
          operations in respect of the Gauteng Casino project  commence prior to
          31 December 2005,  Company shall pay to Consultant  monthly in arrears
          from date of commencement of casino operations:

          i.   an amount equal to the greater of $3,000 or 20% of the cumulative
               amount received by Company in respect of its management agreement
               to the project; and

          ii.  said  payments  shall cease once  Company has paid to  Consultant
               total of $120,000 in terms of this item; and

          iii. the total of $120,000  due shall be reduced by any amount paid by
               Company to Consultant in terms of paragraph 2(f).

     h.   If, prior to 31 December 2003,  James Forbes (with whom Consultant has
          a contractual relationship),  becomes employed by, or associated with,
          any casino or casino-related company or project in an area or province
          in which  Company  or any of  subsidiaries  or  affiliates  is active,
          Consultant shall be deemed to be in material breach of this Consulting
          Agreement and Company shall no longer be obligated to make or continue
          to make any of the payments to Consultant that are otherwise  provided
          for in this  Consulting  Agreement save that any  involvement by James
          Forbes with Silverstar  Development Limited (or its successor in title
          to the Gauteng Casino  project) shall not constitute a material breach
          of this Agreement.

3.   General

     a.   The effective date of this agreement shall be that first stated in the
          pre-amble to this Agreement.

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     b.   It is understood and agreed that the construction  and  interpretation
          of this  Agreement  shall at all times and in all respects be governed
          by the laws of the State of Delaware.

     c.   The  provisions of the Agreement  shall be deemed  severable,  and the
          invalidity or  unenforceability  of any one or more provisions of this
          Agreement  shall not affect the  validity  and  enforceability  of the
          other provisions.

     d.   Any notice required to be given hereunder shall be sufficient if it is
          in writing and sent by certified or registered  mail,  return  receipt
          requested,  first-class postage pre-paid,  to the following respective
          addresses,  which may  hereafter  be changed by written  notice to the
          other party. Company at 200-220 East Bennett Avenue, Cripple Creek, CO
          80813,  USA and  Consultant at Samuel  Harris  House,  5-11 St Georges
          Street, Douglas, Isle of Man, IM1 1AJ.

     e.   This Agreement  contains the entire agreement and understanding by and
          between  Company and  Consultant.  No change or  modification  of this
          Agreement shall be valid or binding unless it is in writing and signed
          by the party intended to be bound.  No waiver of any provision of this
          Agreement  shall be valid  unless it is in  writing  and signed by the
          party  against  whom the  waiver is sought  to be  enforced.  No valid
          waiver of any provision of this  Agreement at any time shall be deemed
          a waiver of any other  provision of this  Agreement at such time or at
          any other time.

     f.   This Agreement may be executed in two or more counterparts, any one of
          which shall be deemed the original without reference to the others.



IN WITNESS WHEREOF, Company and Consultant have duly executed this Agreement.

COMPANY:                                    CONSULTANT:

CENTURY CASINOS, INC.                    The Common Seal of Respond Limited
a Delaware corporation                   was hereunto affixed in the presence of




   /s/ Erwin Haitzmann                      /s/ Sarah Salter
By ............................          By.....................................
Erwin Haitzmann, Chairman & CEO            Director



  /s/ Peter Hoetzinger                     /s/ Catherine Baxter
By...............................        By.....................................
Peter Hoetzinger, Vice-Chairman            Director
& President

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