AMENDED AND RESTATED CREDIT AGREEMENT
                      -------------------------------------


     THIS AMENDED AND RESTATED CREDIT AGREEMENT ("Credit Agreement") is made and
entered  into as of the 21st day of April, 2000, by and among WMCK VENTURE CORP,
a  Delaware  corporation  ("WMCKVC"),  CENTURY  CASINOS  CRIPPLE  CREEK, INC., a
Colorado  corporation  ("CCCC"),  and  WMCK  ACQUISITION  CORP.,  a  Delaware
corporation  ("WMCKAC"  and  together  with  WMCKVC  and  CCCC, collectively the
"Borrowers"),  CENTURY  CASINOS, INC., a Delaware corporation (the "Guarantor"),
WELLS  FARGO  BANK,  National  Association,  as  the issuer of letters of credit
(herein  in  such  capacity,  together with its successors and assigns, the "L/C
Issuer"),  each  financial  institution whose name is set forth on the signature
pages  of  this  Credit  Agreement  and each lender which may hereafter become a
party to this Credit Agreement pursuant to Section 10.10(b) (each individually a
"Lender"  and  collectively  the  "Lenders"),  and  WELLS  FARGO  BANK, National
Association,  as  administrative  and  collateral  agent for the Lenders and L/C
Issuer (herein, in such capacity, called the "Agent Bank" and, together with the
Lenders  and  L/C  Issuer  collectively  referred  to  as  the  "Banks").

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

     WHEREAS:
A.     In  this  Credit Agreement all capitalized words and terms shall have the
respective  meanings  and be construed herein as hereinafter provided in Section
1.01  of this Credit Agreement and shall be deemed to incorporate such words and
terms  as  a  part  hereof in the same manner and with the same effect as if the
same  were  fully  set  forth.

B.     WMCKVC  is  a  wholly owned Subsidiary of Guarantor.  WMCKAC and CCCC are
each  wholly  owned Subsidiaries of WMCKVC.  Borrowers desire to fully amend and
restate  the  Existing  Credit  Agreement for the purpose of: (i) increasing the
Aggregate  Commitment  to  Twenty-Six  Million  Dollars  ($26,000,000.00),  (ii)
establishing  the  Maturity  Date  as  four (4) years from the Closing Date, and
(iii)  modifying  other  terms  and  covenants  regarding  the  Credit Facility.

C.     Banks  are  willing  to  fully  amend  and  restate  the  Existing Credit
Agreement,  for  the uses and purposes hereinafter set forth in Section 2.02, on
the  terms  and  subject  to  the  conditions,  covenants  and  understandings
hereinafter  set  forth  and  contained  in  each  of  the  Loan  Documents.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing, and other valuable
considerations as hereinafter described, the parties hereto do promise, covenant
and  agree  as  follows:

                                        1
<PAGE>

                                    ARTICLE  I
                                   DEFINITIONS
                                   -----------
Section  1.01.     Definitions.  For the purposes of this Credit Agreement, each
                   -----------
of  the  following  terms shall have the meaning specified with respect thereto,
unless  a  different  meaning  clearly  appears  from  the  context:
     "Access  Laws"  shall  have  the  meaning  ascribed to such term in Section
5.22(a).

     "Additional  Real  Property  Acquisition(s)"  shall  mean  reference to the
parcel  or  parcels  of  real property located in the State of Colorado title to
which is acquired or to be acquired, as the case may be, by any of the Borrowers
subsequent  to  the  Closing  Date.

     "Affiliate(s)"  of  any  Person  means  any other Person which, directly or
indirectly,  controls,  is  controlled  by  or is under common control with such
Person.  A Person shall be deemed to be "controlled by" any other Person if such
other  Person  possesses,  directly  or  indirectly,  power  to:

          (a)     vote  ten percent (10%) or more of the equity securities (on a
fully  diluted basis) having ordinary voting power for the election of directors
or  managing  general  partners;  or

          (b)     direct  or  cause the direction of the management and policies
of  such  Person  whether  by  contract  or  otherwise.

     "Agent  Bank"  shall  mean  WFB  in  its  capacity  as  administrative  and
collateral  agent  for  Lenders  and  L/C  Issuer.

     "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 in the initial principal amount of Twenty-Six Million
Dollars  ($26,000,000.00),  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  the  Aggregate
Commitment Reduction Schedule marked Schedule 2.01(c) affixed hereto and by this
reference  incorporated  herein  and  made  a  part  hereof,  setting  forth the
Scheduled  Reductions  and  Maximum  Scheduled Balance as of each Reduction Date
under  the  Credit  Facility.

                                        2
<PAGE>
"Aggregate  Outstandings"  shall  mean  collective  reference  to the sum of the
Funded  Outstandings  and  L/C  Exposure  as of any given date of determination.

     "Applicable  Margin"  means  for  any  Base  Rate  Loan  or  LIBOR Loan the
applicable  per annum percentage amount to be added to the Base Rate or the LIBO
Rate,  as  the  case  may be, as follows: (i) commencing on the Closing Date and
continuing  until  the Rate Adjustment Date, zero percent (0.00%) to be added to
the  Base  Rate  and  two  and  three-tenths  percent (2.30%) to be added to the
applicable LIBO Rate; (ii) commencing on the Rate Adjustment Date and continuing
until  the Maturity Date, the margin rates set forth in Table One below based on
the  Leverage Ratio of the Borrower Consolidation as of each Fiscal Quarter end,
commencing  with  the  end  of the Fiscal Quarter ending June 30, 2000, 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:

<TABLE>
<CAPTION>

<S> <C>
PRICING          LEVERAGE
LEVEL             RATIO                              TABLE ONE                        TABLE TWO

                                             BASE RATE       LIBO RATE                 NONUSAGE
                                              MARGIN          MARGIN                   PERCENTAGE

I        Less than 1.50 to 1.00               0.00%            2.30%                     0.375%

II       Greater than or equal to             0.00%            2.70%                     0.375
         1.50 to 1.00 but less than
         2.00 to 1.00

III      Greater than or equal to             0.25%            2.95%                     0.50%
         2.00 to 1.00 but less than
         2.50 to 1.00

IV       Greater than or equal to             0.50%            3.20%                     0.50%
         2.50 to 1.0 but less than
         3.00 to 1.0

V        Greater than or equal                0.75%            3.45%                     0.50%
         to 3.00 to 1.0
</TABLE>
"Assignment  and  Assumption  Agreement"  shall  mean the document evidencing an
assignment  of  a  Syndication Interest by any Lender to an Eligible Assignee in
the form of the Assignment, Assumption and Consent Agreement marked "Exhibit L",
affixed hereto and by this reference incorporated herein and made a part hereof.

                                        3
<PAGE>

"Assignment  of  Entitlements,  Contracts,  Rents  and  Revenues" shall mean the
assignment  to  be  executed by Borrowers on or before the Closing Date, whereby
Borrowers  presently assign to Agent Bank on behalf of Lenders, in consideration
of  the Bank Facilities (reserving a revocable license to retain use and enjoy):
(a)  all  of their right, title and interest under all Spaceleases and Equipment
Leases  and Contracts relating to the Casino Facilities, (b) all of their right,
title and interest in and to all permits, licenses and contracts relating to the
Casino  Facilities,  except  Gaming  Permits  and  those  permits,  licenses and
contracts  which  are unassignable, and (c) all rents, issues, profits, revenues
and income from the Real Property and the operation of the Casino Facilities and
any  other  business  activity conducted on the Real Property, together with any
and  all  future  expansions  thereof,  related  thereto  or  used in connection
therewith,  as  such  assignment  may be amended, modified, extended, renewed or
restated  from  time  to  time.

     "Assignment  of  Golden  Horseshoe  Lease"  shall mean the Assignment to be
executed  by  WMCKAC  on  or  before  the Closing Date, pursuant to which WMCKAC
presently  assigns  to  Agent  Bank  in  consideration  of  the  Bank Facilities
(reserving  a  revocable  license  to  retain, use and enjoy), all of its right,
title  and  interest  under  the  Golden  Horseshoe  Lease  (including,  without
limitation,  the  right  to exercise the option to purchase the Golden Horseshoe
Property  thereunder)  as  such  assignment  may be amended, modified, extended,
renewed  or  restated  from  time  to  time.

     "Authorized  Officer  Certificate"  shall  have  the  meaning  set forth in
Section  3.05(iv).

     "Authorized Officer(s)" shall mean, relative to the Borrowers, those of the
respective officers whose signatures and incumbency shall have been certified to
Agent Bank and the Banks as required in Section 3.05(iv) of the Credit Agreement
with  the  authority  and  responsibility  to  deliver  Notices  of  Borrowing,
Compliance  Certificates,  Pricing Certificates and all other requests, notices,
reports,  consents,  certifications  and  authorizations on behalf of Borrowers.

     "Available  Borrowings" shall mean, at any time, and from time to time, the
aggregate  amount available to Borrowers for a Borrowing or issuance of a Letter
of  Credit not exceeding the amount of the Maximum Availability, as of each date
of  determination.

     "BGP  Note"  shall mean that certain Promissory Note dated May 30, 1996, in
the  principal  amount  of  Five  Hundred Thousand Dollars ($500,000.00) made by
WMCKVC, payable to the order of Banque de Gestion Privee, a company incorporated
in  Switzerland.
                                        4
<PAGE>

"Bank Facilities" shall mean collective reference to the Credit Facility and L/C
Facility.

     "Bank  Facility Termination" shall mean indefeasible payment in full of all
sums  owing  under the Bank Facilities and each of the other Loan Documents, the
occurrence  of  the  Stated  Expiry Date or other termination of all outstanding
Letters  of  Credit,  and  the irrevocable termination of: (i) the obligation of
Lenders  to advance Borrowings under the Credit Facility and (ii) the obligation
of  L/C  Issuer  to  issue  Letters  of  Credit  under  the  L/C  Facility.

     "Banking Business Day" means 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.

     "Bankruptcy Code" shall mean the United States Bankruptcy Code, as amended,
11  U.S.C.  Section  101,  et  seq.
                           -------

     "Banks"  shall  have  the  meaning set forth in the Preamble to this Credit
Agreement.

     "Base Rate" shall mean, as of any date of determination, the rate per annum
equal  to  the  higher  of (a) the Prime Rate in effect on such date and (b) the
Federal  Funds  Rate in effect on such date plus one-half of one percent (1/2 of
1%)  (fifty  basis  points).

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

     "Borrower Consolidation" means reference to the Borrowers on a consolidated
basis,  without  regard to the Guarantor or any other Subsidiary or Affiliate of
Guarantor.

     "Borrowers" shall have the meaning ascribed to such term in the Preamble to
this  Credit  Agreement.

     "Borrowing(s)"  shall mean such amounts as Borrowers may request from Agent
Bank  from  time  to  time to be advanced under the Credit Facility by Notice of
Borrowing in the manner provided in Section 2.03 or at the request of Agent Bank
pursuant  to  Section  2.08.
                                        5
<PAGE>

"Breakage  Charges"  shall  have the meaning set forth in Section 2.07(c) of the
Credit  Agreement.

     "CCCC"  shall  have  the  meaning  set forth in the Preamble to this Credit
Agreement.

     "Caledon  Investment"  shall  mean the investment, directly by Guarantor or
through  a  Subsidiary  which  is  owned or controlled by Guarantor, in a hotel,
casino  and  spa  facility  located in Caledon, Western Cape Providence of South
Africa.

     "Capital Expenditures" shall mean, for any period, without duplication, the
aggregate  of  all  expenditures (whether paid in cash or accrued as liabilities
during that period and including Capitalized Lease Liabilities) by the Borrowers
during such period that, in conformity with GAAP, are required to be included in
or  reflected  by  the  property, plant or equipment or similar fixed or capital
asset  accounts  reflected  in  the  balance  sheet  of the Borrowers (including
equipment  which  is  purchased  simultaneously  with  the  trade-in of existing
equipment  owned  by  Borrowers  to  the  extent of (a) the gross amount of such
purchase  price  less  (b) the cash proceeds of trade-in credit of the equipment
                 ----
being  traded  in  at  such  time),  but  excluding capital expenditures made in
connection  with  the  replacement  or  restoration  of  assets,  to  the extent
reimbursed  or refinanced from insurance proceeds paid on account of the loss of
or  damage  to  the  assets  being  replaced  or  restored,  or  from  awards of
compensation  arising  from the taking by condemnation of or the exercise of the
power  of eminent domain with respect to such assets being replaced or restored.

     "Capital  Proceeds"  shall  mean  the  net  proceeds  (after  deducting all
reasonable  expenses  incurred  in  connection therewith) available to Borrowers
from:  (i)  partial  or  total  condemnation  or  destruction of any part of the
Collateral,  (ii)  sales of easements, rights of way or similar interests in any
portion  of  the  Real  Property,  (iii)  insurance  proceeds  (other  than rent
insurance  and  business  interruption  insurance)  received  in connection with
damage  to  or destruction of any part of the Collateral, (iv) the sale or other
disposition  of  any portion of the Collateral in accordance with the provisions
of  this  Credit  Agreement  (not  including,  however, any proceeds received by
Borrowers  from  a  sale of FF&E if such FF&E is replaced by items of equivalent
value  and  utility, in each case such exclusion to apply only during any period
in  which no Event of Default has occurred and is continuing), and (v) any other
extraordinary  receipt  of  proceeds  not in the ordinary course of business and
treated,  for  accounting  purposes,  as  capital  in  nature.

     "Capitalized Lease Liabilities" means all monetary obligations of Borrowers
under  any  leasing or similar arrangement which, in accordance with GAAP, would
be classified as capitalized leases, and, for purposes of this Credit Agreement,
the  amount  of  such  obligations  shall  be  the  capitalized  amount thereof,
determined  in  accordance  with
                                        6
<PAGE>
GAAP,  and  the stated maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which
such  lease  may  be  terminated  by  the  lessee  without payment of a penalty.

     "Cash"  shall  mean,  when used in connection with any Person, all monetary
and  non-monetary  items  owned  by  that  Person  that  are  treated as cash in
accordance  with  GAAP.

     "Cash  Collateral  Account"  shall  mean  the restricted depository savings
account to be established by Borrowers or Agent Bank on behalf of Borrowers with
L/C  Issuer  at  its  offices  located at 3800 Howard Hughes Parkway, Las Vegas,
Nevada,  or  at  such  other  office  located  in  the  United  States as may be
designated  from  time to time by L/C Issuer, for the purpose of depositing Cash
collateral  for  the  aggregate L/C Exposure upon the occurrence of any Event of
Default.

     "Cash  Collateral Pledge Agreement" shall mean the Pledge and Assignment of
Savings  Account Agreement to be executed by Borrowers in favor of L/C Issuer as
of  the  Closing  Date  as the same may be amended or modified from time to time
under  the terms of which all sums held from time to time in the Cash Collateral
Account  are  pledged  in favor of L/C Issuer to secure repayment of any funding
required  under  any  outstanding Letters of Credit, a copy of the form of which
Cash  Collateral  Pledge  Agreement is marked "Exhibit J", affixed to the Credit
Agreement  and  by  this  reference  incorporated herein and made a part hereof.

     "Casino  Facilities"  shall mean collective reference to the Real Property,
the  casino  businesses  and related activities conducted by Borrowers in and on
the  Real Property including, without limitation, activities conducted under the
name  and  style  of  "Legends",  "Diamond  Lil's",  the  "Golden Horseshoe" and
Womack's"  and  all improvements now or hereafter situate thereon, together with
any  other  real property, personal property or interests therein which are used
by  Borrowers  as  a part of the operation of the casino businesses conducted by
Borrowers  on  the  Real  Property.

     "Closing  Certificate"  shall  have  the  meaning  ascribed to such term in
Section  3.05(v).

     "Closing Date" shall mean the date upon which: (i) each condition precedent
required  under  Article  IIIA  of  this  Credit Agreement has been satisfied or
waived  and  (ii)  the  Security Documentation has been filed and/or recorded in
accordance  with  and  in  the  manner  required  by  the  Depository  Closing
Instructions,  or  such other date as to which Agent Bank and Borrowers agree in
writing.

     "Closing  Disbursements"  shall  have  the  meaning  set  forth  in Section
2.02(a).

                                        7
<PAGE>

"Collateral"  shall  mean collective reference to all of Borrowers' right, title
and  interest in and to: (i) all of the Real Property and the personal property,
FF&E,  contract  rights,  leases,  stock, intangibles and other interests of the
Borrowers which are subject to the liens, pledges and security interests created
by  the Security Documentation; (ii) all rights of the Borrowers assigned and/or
pledged  as  additional security pursuant to the terms of the Loan Documents and
Security  Documentation;  and (iii) any and all other property and/or intangible
rights,  interest  or benefits inuring to or in favor of the Borrowers which are
in  any  manner assigned, pledged, encumbered or otherwise hypothecated in favor
of  Banks  or  Agent  Bank  on behalf of Lenders to secure payment of the Credit
Facility.

     "Commercial  Letter(s)  of Credit" shall mean a letter or letters of credit
issued  by  L/C  Issuer pursuant to Section 2.08 of the Credit Agreement for the
purpose  of  assuring  payment  for  goods,  equipment  or materials supplied to
Borrower.

     "Compliance Certificate" shall mean the compliance certificates referred to
in  Section 5.08(f), substantially in the form set forth on "Exhibit F", affixed
hereto  and  by  this  reference  incorporated  herein  and  made a part hereof.

     "Contingent Liability(ies)" shall mean, as to any Person, any obligation of
such  Person  guaranteeing  or  having  the  economic effect of guaranteeing any
Indebtedness,  leases  or  dividends ("primary obligations") of any other Person
(the  "primary  obligor")  in  any  manner,  whether  directly  or  indirectly,
including,  without  limitation,  any  obligation of such Person, whether or not
contingent,  (a)  to  purchase  any  such  primary  obligation  or  any property
constituting  direct  or  indirect  security  therefor, (b) to advance or supply
funds  (i) for the purchase or payment of any such primary obligation or (ii) to
maintain  working  capital or equity capital of the primary obligor or otherwise
to  maintain  the  net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of  any  such  primary  obligation of the ability of the primary obligor to make
payment  of  such  primary obligation, (d) to make payment in respect of any net
liability  arising in connection with any Interest Rate Hedges, foreign currency
exchange  agreement,  commodity  hedging  agreement  or any similar agreement or
arrangement  in  any  such case if the purpose or intent of such agreement is to
provide  assurance  that  such primary obligation will be paid or discharged, or
that  any agreements relating thereto will be complied with, or that the holders
of  such primary obligation will be protected (in whole or in part) against loss
in  respect  thereof  or  (e) otherwise to assure or hold harmless the holder of
such primary obligation against loss in respect thereof; provided, however, that
the  term Contingent Liability shall not include endorsements of instruments for
deposit  or  collection  in  the ordinary course of business.  The amount of any
Contingent  Liability  shall  be  deemed  to be an amount equal to the stated or
determinable  amount  of  the  primary  obligation  in  respect  of  which  such

                                        8
<PAGE>

Contingent  Liability  is made or, if not stated or determinable, the reasonably
anticipated  liability  in  respect thereof (assuming such Person is required to
perform  thereunder)  as  determined  by  such  Person  in  good  faith.

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

     "Contractual  Obligation"  means,  as  to  any Person, any provision of any
outstanding  securities  issued  by  that  Person  or of any material agreement,
instrument  or undertaking to which that Person is a party or by which it or any
of  its  assets  is  bound.

     "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).

     "Credit  Agreement"  shall mean this Amended and Restated Credit Agreement,
together with all Schedules and Exhibits attached thereto, executed by and among
Borrowers,  Guarantor  and  Banks  setting forth the terms and conditions of the
Bank  Facilities  as  it may be amended, modified, extended, renewed or restated
from  time  to  time.

     "Credit  Facility"  shall mean the agreement of Lenders to fund the Closing
Disbursements  on  the  Closing  Date  and other Borrowings during the Revolving
Credit  Period,  subject  to  the  terms and conditions set forth in this Credit
Agreement  and the Revolving Credit Note, up to the Maximum Permitted Balance as
reduced  from time to time in accordance with the terms of this Credit Agreement
and  the  Revolving  Credit  Note.

     "Czech  Republic  Investment"  shall  mean  an  investment,  directly  by
Guarantor,  or  through  a Subsidiary which is owned or controlled by Guarantor,
for  the  purpose  of:  (i) acquiring an ownership interest in Casino Millenium,
a.s., a Czech company which owns a casino business in the City of Prague that is
currently  operated  by  Guarantor  pursuant  to a management agreement; or (ii)
acquiring  an  ownership  interest  in  the  assets  of  Casino  Millenium, a.s.

     "Deed  of  Trust"  shall  mean the Leasehold and Fee Deed of Trust, Fixture
Filing and Security Agreement with Assignment of Rents to be executed, as of the
Closing  Date,  by  Borrowers,  as  trustor and debtor, to the Public Trustee of
Teller  County,  Colorado,  as  trustee,  in  favor  of  Agent Bank on behalf of
Lenders, as beneficiary, for the purposes of providing a security for the Credit
Facility  encumbering  the  Collateral  more

                                        9
<PAGE>

particularly  therein  described  as  a  first mortgage lien, as the same may be
amended,  modified,  supplemented,  replaced,  renewed  or restated from time to
time.

     "Default"  shall mean the occurrence or non-occurrence, as the case may be,
of  any  event that with the giving of notice or passage of time, or both, would
become  an  Event  of  Default,  pursuant  to  Article  VII.

     "Default  Notice  Recording"  shall  mean  either:

          (i)     the filing with the Public Trustee of Teller County, Colorado,
of  a  Notice  of  Election  and  Demand  for  Sale pursuant to Colorado Revised
Statutes,  Section 38-38-101, or any applicable successor statute, by Agent Bank
as  beneficiary  under  the  Deed  of  Trust,  or

          (ii)     the  commencement  of  a  judicial  foreclosure  action in an
appropriate  court  in and for the County of Teller, Colorado, pursuant to which
Lenders or Agent Bank on behalf of Lenders seek judicial foreclosure of the Deed
of  Trust.

     "Default  Rate"  shall  have  the  meaning  set  forth  in Section 2.10(b).

     "Defaulting  Lender" means any Lender which fails or refuses to perform its
obligations  under  this  Credit  Agreement within the time period specified for
performance  of  such  obligation  or,  if  no  time frame is specified, if such
failure  or  refusal  continues  for  a period of five (5) Banking Business Days
after  notice  from  Agent  Bank.

     "Depository  Closing  Instructions"  shall  mean  the  Depository  Closing
Instructions to be given by Agent Bank to Title Insurance Company at or prior to
the  Closing  Date  setting forth the requirements for the issuance of the Title
Insurance Policy and other conditions for the closing of the Credit Facility, as
it  may  be  amended  or  modified  prior  to the Closing Date to the reasonable
satisfaction  of  Agent  Bank,  Requisite  Lenders  and  the  Borrowers.

     "Designated  Deposit Account" shall mean a deposit account to be maintained
by  Borrowers,  as  from  time to time designated in writing to Agent Bank by an
Authorized  Officer.

     "Dispute"  shall  have  the  meaning  set  forth  in  Section  10.14(a).

     "Distributions"  shall  mean  and  collectively  refer  to any and all cash
dividends,  loans,  payments  (including principal payments made on Subordinated
Debt),  advances  or  other  distributions,  fees or compensation of any kind or
character  whatsoever
                                       10
<PAGE>

made  by  Borrowers  to  any  Person  which  is  not  a  member  of the Borrower
Consolidation,  but  shall  not  include  consideration  paid  for  tangible and
intangible  assets  in  an  arms  length  exchange  for fair market value, trade
payments made and other payments for liabilities incurred in the ordinary course
of  business  or compensation and fees to officers, directors, members, managers
and  employees  of  Borrowers,  all  in  the  ordinary  course  of  business.

     "Documents"  shall  have  the  meaning  set  forth  in  Section  10.14(a).

     "Dollars"  and  "$" means the lawful money of the United States of America.

     "Double  Eagle  Hotel  &  Casino"  shall mean the hotel and casino facility
located  at  442  East  Bennett  avenue  in  Cripple  Creek, Colorado, including
forty-five  thousand  (45,000)  square  feet  of  gaming  space,  one  hundred
fifty-eight  (158)  hotel  rooms,  four  hundred  (400)  parking  spaces  and an
eighty-five  (85)  seat  restaurant.

     "EBITDA"  shall  mean  with  reference to any Person, for any Fiscal Period
under  review,  the  sum  of  (i) Net Income for that period, plus (ii) Interest
Expense  (expensed  and  capitalized)  for that period, plus (iii) the aggregate
amount  of  federal  and  state  taxes  on or measured by income for that period
(whether  or  not  payable  during  that  period),  plus  (iv)  depreciation,
amortization  and  all  other  non-cash  expenses  for that period, in each case
determined  in  accordance  with  GAAP and, in the case of items (ii), (iii) and
(iv),  only  to  the extent deducted in the determination of Net Income for that
period.

     "ERISA"  shall mean the Employee Retirement Income Security Act of 1974, as
amended  from  time  to  time.

     "Eligible  Assignee"  means  (a)  another  Lender,  (b) with respect to any
Lender,  any Affiliate of that Lender, (c) any commercial bank, savings and loan
association  or  savings  bank  that  is  organized under the Laws of the United
States  of  America,  any  State thereof or the District of Columbia, or (d) any
commercial bank that is organized under the Laws of any other country which is a
member  of  the  Organization  for  Economic  Cooperation  and Development, or a
political  subdivision  of such a country, provided that (A) such bank is acting
                                           --------
through  a branch or agency located in the United States of America and (B) such
bank  is  otherwise exempt from withholding of tax on interest and delivers Form
1001  or  Form  4224 at the time of any assignment, and (e) with respect to such
commercial  bank or financial institution as described in (a) through (d) above,
no finding of unsuitability has been made or determined by any Gaming Authority.

     "Eligible  Subparticipant"  shall  mean any Person which is a bank, savings
and  loan  association  or  other financial or lending institution which has not
been  found  unsuitable  as  a  lender  by  the  Gaming  Authorities.

                                       11
<PAGE>

"Environmental  Certificate"  shall  mean  the  Certificate  and Indemnification
Regarding  Hazardous  Substances to be executed by Borrowers and Guarantor on or
before  the  Closing Date and delivered to Agent Bank as a further inducement to
the  Banks  to  establish  the  Credit  Facility,  as  may be amended, modified,
extended,  renewed  or  restated  from  time  to  time.

     "Environmental  Site Assessment(s)" shall mean a Phase 1 Environmental Site
Assessment  or  Assessments  of  the  applicable  land  under review prepared in
conformance  with  the  scope  and  limitations  of  ASTM  Standard  Designation
E1527-93.

     "Equipment  Leases  and  Contracts"  shall  mean  the  executed  leases and
purchase  contracts  pertaining  to  FF&E  wherein  Borrowers  are the lessee or
vendee,  as  the case may be, as set forth on that certain Schedule of Equipment
Leases  and  Contracts  designated  as Schedule 4.17, affixed hereto and by this
reference  incorporated  herein  and  made  a  part  hereof.

     "Event  of  Default"  shall mean any event of default as defined in Section
7.01  hereof.

     "Existing  Credit  Agreement"  shall  mean the Credit Agreement dated as of
March  31,  1997,  as amended by First Amendment to Credit Agreement dated as of
November  11,  1997, by Second Amendment to Credit Agreement dated as of January
28,  1998,  by Third Amendment to Credit Agreement dated November 4, 1998 and by
Fourth  Amendment  to  Credit  Agreement  dated  as  of  November  15,  1999.

     "Existing  RLC Note" shall mean the Revolving Credit Note (Second Restated)
dated  November  4,  1998,  in  the  principal  sum  of  Twenty  Million Dollars
($20,000,000.00),  executed  by  Borrowers,  payable to the order of Agent Bank.

     "FF&E" shall mean collective reference to any and all furnishings, fixtures
and  equipment, including, without limitation, all Gaming Devices and associated
equipment,  which  have  been  installed  or  are  to  be  installed and used in
connection  with  the  operation of the Casino Facilities and in connection with
any  other  business operation conducted on the Real Property and those items of
furniture,  fixtures  and  equipment  which have been purchased or leased or are
hereafter  purchased  or  leased  by  Borrowers  in  connection  with the Casino
Facilities  and in connection with any other business operation conducted on the
Real  Property.

     "FIRREA"  shall  mean  the  Financial  Institutions  Reform,  Recovery  and
Enforcement  Act  of  1989.
                                       12
<PAGE>

"Federal  Funds Rate" means, as of any date of determination, the rate set forth
in  the  weekly  statistical  release  designated as H.15(519), or any successor
publication,  published  by  the  Federal  Reserve  Board  (including  any  such
successor,  "H.15(519)")  for  such  date  opposite  the  caption "Federal Funds
(Effective)".  If  for  any  relevant  date  such  rate  is not yet published in
H.15(519),  the  rate  for  such  date  will  be the rate set forth in the daily
statistical  release  designated  as the Composite 3:30 p.m. Quotations for U.S.
Government  Securities,  or  any successor publication, published by the Federal
Reserve  Bank  of  New  York  (including any successor, the "Composite 3:30 p.m.
Quotation")  for such date under the caption "Federal Funds Effective Rate".  If
on  any relevant date the appropriate rate for such date is not yet published in
either  H.15(519)  or the Composite 3:30 p.m. Quotations, the rate for such date
will  be  the arithmetic mean of the rates for the last transaction in overnight
Federal  funds  arranged prior to 9:00 a.m. (New York City time) on that date by
each  of  three  leading  brokers of Federal funds transactions in New York City
selected by the Agent Bank.  For purposes of the Credit Agreement, any change in
the Base Rate due to a change in the Federal Funds Rate shall be effective as of
the  opening  of  business  on  the  effective  date  of  such  change.

     "Financial  Covenant"  shall  mean  individual  reference  and  "Financial
Covenants"  shall mean collective reference to the Financial Covenants set forth
in  Article  VI  of  the  Credit  Agreement.

     "Financing  Statements"  shall  mean  the Uniform Commercial Code Financing
Statements required to be filed with (i) the Office of the Secretary of State of
Colorado,  (ii) the Office of the Recorder of Teller County, Colorado, and (iii)
with  the  Secretary  of  State of the State in which Borrowers' chief executive
office  is  located,  in order to perfect the security interest granted to Agent
Bank under the Deed of Trust and other Security Documentation in accordance with
the  requirements  of  the  Uniform  Commercial  Code.

     "Fiscal  Quarter" shall mean the consecutive three (3) month periods during
each  Fiscal  Year  beginning  on  January 1, April 1, July 1 and October 1, and
ending  on  March  31,  June  30,  September  30  and December 31, respectively.

     "Fiscal Year" shall mean the fiscal year period beginning January 1 of each
calendar  year  and  ending  on  the  following  December  31.

     "Fiscal  Year  End"  shall  mean  December  31  of  each  calendar  year.

     "Funded  Debt"  shall mean for any period the daily average during the last
month  of  such  period  of  both  the  long-term  and current portions (without
duplication)  of  all  interest  bearing  Indebtedness  and  Capitalized  Lease
Liabilities,  plus  the  amount  of  all  Contingent Liabilities (other than the
Guaranty)  as  of  the  last  day  of  such  period.
                                       13
<PAGE>

"Funded  Outstandings" shall mean the unpaid principal amount outstanding on the
Credit  Facility  as  of  any  given  date  of determination for Borrowings made
thereunder,  not  including  the  amount  of  any  L/C  Exposure.

     "Funding  Date"  shall  mean  each  date upon which Lenders fund Borrowings
requested  by  Borrowers in accordance with the provisions of Section 2.03 or at
the  request  of  Agent  Bank  pursuant  to  Section  2.08.

     "GAAP"  means  generally  accepted  accounting  principles set forth in the
opinions  and pronouncements of the Accounting Principles Board and the American
Institute  of  Certified Public Accountants and statements and pronouncements of
the  Financial  Accounting  Standards Board, or in such other statements by such
other  entity as may be in general use by significant segments of the accounting
profession,  which  are  applicable  to  the  circumstances  as  of  the date of
determination.

     "Gaming  Authorities"  means collective reference to the Division of Gaming
of  the  Colorado  Department  of  Revenue,  the Colorado Limited Gaming Control
Commission  and  each  other  agency  or  other  political subdivision which has
jurisdiction  over  the gaming activities of Borrowers at the Casino Facilities.

     "Gaming  Devices"  shall  mean  slot  machines  and  other  devices  which
constitute  gaming  devices  and  related  equipment  as  defined  by the Gaming
Authorities  and  Gaming  Laws.

     "Gaming  Laws"  shall  mean  the  Colorado  Limited  Gaming  Act  and  the
regulations  relating  thereto  and  all  other rules, regulations, statutes and
ordinances having authority or with which compliance is required for the conduct
of  gambling,  gaming  and  casino  activities  at  the  Casino  Facilities.

     "Gaming  Permits"  shall mean collective reference to every license, permit
or  other authorization required to own, operate and otherwise conduct gambling,
gaming  and  casino  activities  at  the  Casino  Facilities, including, without
limitation,  all  licenses  granted  by  the  Gaming  Authorities  and all other
applicable  Governmental  Authorities.

     "Golden  Horseshoe Lease" shall mean collective reference to the following:
(i)  that  certain  "Agreement"  which  is  executed  by  Harold  William  Large
("Large"),  and  by Teller Realty, Inc., a Colorado corporation ("Teller") under
date  of August 31, 1994 pursuant to which, among other things, Large leased the
Horseshoe  Property  to  Teller  and  granted  Teller  an option to purchase the
Horseshoe  Property  (the  "Master  Lease");  (ii)  that  certain "Agreement" as
amended  by  that  certain  "Addendum  to Agreement" and by that certain "Second
Addendum",  all  of  which  are executed by Teller and by Gold Creek Associates,
L.P.  ("Gold  Creek")  under  date  of  May  1,  1995  pursuant  to which, among
                                       14
<PAGE>

other  things, Teller subleased the Horseshoe Property to Gold Creek and granted
Gold Creek a suboption to purchase the Horseshoe Property record notice of which
is  recorded  in the office of the Clerk and Recorder of Teller County, Colorado
on  December 1, 1995 at Reception No. 440946 (collectively, the "Sublease"); and
(iii)  that  certain  "Four Party Agreement, Assignment and Assumption of Lease,
Consent  to  Assignment  of Lease, Confirmation of Option Agreement and Estoppel
Statements"  executed by Large, Teller, Gold Creek and WMCKAC under date of July
1,  1996  and recorded in the office of the Clerk and Recorder of Teller County,
Colorado  on July 3, 1996 at Reception No. 449555 pursuant to which, among other
things:  (aa)  Gold  Creek  assigned all of its right, title and interest in the
Sublease to WMCKAC; (bb) Large and Teller consented to such Assignment; and (cc)
Large  and  Teller  granted certain assurances to WMCKAC regarding the continued
effectiveness of the Lease and Sublease; all as such agreements may hereafter be
extended,  renewed,  amended,  restated  or  otherwise  modified.

     "Golden  Horseshoe  Lease  Estoppel  Certificate"  shall  mean  an estoppel
certificate  duly executed by Teller Realty, Inc., as sublessor under the Golden
Horseshoe  Lease,  and  WMCKAC,  as  sublessee  under the Golden Horseshoe Lease
wherein  Teller Realty, Inc. certifies and represents to Agent Bank on behalf of
Lenders  that:  (a)  the  Golden Horseshoe Lease represents the entire agreement
between  the  parties thereto with respect to the Golden Horseshoe Property; (b)
the Golden Horseshoe Lease has not been modified, supplemented or amended except
as  described  herein;  (c)  to  the  best knowledge of such party, there are no
defaults  presently  existing  or  continuing under any of the provisions of the
Golden  Horseshoe Lease; (d) other provisions regarding Agent Bank's entitlement
to notice of, and right to cure, such defaults under the Golden Horseshoe Lease,
as Agent Bank shall require; and (e) such other provisions as may be required by
Agent  Bank.

     "Golden Horseshoe Property" shall mean that certain real property described
as  parcel  2  on  the  Title  Report.

     "Government  Securities" means readily marketable (a) direct full faith and
credit  obligations of the United States of America or obligations guaranteed by
the full faith and credit of the United States of America and (b) obligations of
an  agency  or instrumentality of, or corporation owned, controlled or sponsored
by, the United States of America that are generally considered in the securities
industry  to  be  implicit  obligations  of  the  United  States  of  America.

     "Governmental  Authority"  or  "Governmental  Authorities"  shall  mean any
federal,  state,  regional,  county  or  municipal  governmental  agency, board,
commission,  officer  or official whose consent or approval is required or whose
regulations  must  be  followed as a prerequisite to (i) the continued operation
and  occupancy  of  the  Real
                                       15
<PAGE>

Property  and  the  Casino  Facilities  or  (ii)  the  performance of any act or
obligation  or  the  observance  of  any  agreement,  provision  or condition of
whatever  nature  herein  contained.

     "Guarantor"  shall  mean  Century  Casinos,  Inc.,  a Delaware corporation.

     "Guaranty"  shall  mean  the  General Continuing Guaranty to be executed by
Guarantor  in  favor  of  Agent  Bank on behalf of the Banks, under the terms of
which  Guarantor  irrevocably  and unconditionally guaranties the prompt payment
and  performance  of  Borrowers'  promises,  covenants and agreements under this
Credit  Agreement,  the  Revolving Credit Note and each of the Loan Documents, a
copy  of  the  form  of  which is marked "Exhibit B", affixed hereto and by this
reference  incorporated  herein  and  made  a  part  hereof,  as the same may be
amended,  modified,  supplemented,  replaced,  renewed  or restated from time to
time.

     "Hazardous  Materials  Claims"  shall have the meaning set forth in Section
5.20.

     "Hazardous  Materials  Laws"  shall  have  the meaning set forth in Section
5.20.

     "Indebtedness"  shall  mean, as to any Person, without duplication, (a) all
indebtedness  (including  principal,  interest, fees and charges) of such Person
for  borrowed  money,  (b)  the  deferred purchase price of property or services
(other  than accrued expenses, tax liability, deferred taxes, and trade accounts
payable  less  than  ninety  (90)  days  past  due and other accrued or deferred
liabilities  incurred  in  the  ordinary course of business) which in accordance
with  GAAP  would  be  shown  on the liability side of the balance sheet of such
Person,  (c)  the face amount of all letters of credit issued for the account of
such  Person  and  all  drafts  drawn  thereunder,  (d)  all  obligations  under
conditional  sale  or  other  title  retention  agreements  relating to property
purchased  by  such Person, (e) all liabilities of the type described in clauses
(a) through (d) or (f) of this definition secured by (or for which the holder of
any such liability has an existing right, contingent or otherwise, to be secured
by) any lien or encumbrance on any property owned by such Person, whether or not
such  liabilities  have  been  assumed by such Person, (f) all Capitalized Lease
Liabilities of such Person, and (g) all Contingent Liabilities of such Person in
respect  of  any indebtedness, obligations or liabilities of any other Person of
the  type  referred  to  in  clauses  (a)-(f)  of  this  definition.

     "Indemnified  Party"  and  "Indemnified  Parties"  shall  have  the meaning
ascribed  to  such  terms  in  Section  5.14.

     "Interest  Expense"  shall  mean with respect to any Person, as of the last
day  of  any  fiscal  period  under  review,  the sum of (i) all interest, fees,
charges  and  related
                                       16
<PAGE>

expenses  paid  or  payable (without duplication) for that fiscal period by such
Person  to a lender in connection with borrowed money (including any obligations
for  fees,  charges  and related expenses payable to the issuer of any letter of
credit)  or  the deferred purchase price of assets that are considered "interest
expense"  under  GAAP,  plus (ii) the portion of the up front costs and expenses
for Interest Rate Hedges (to the extent not included in (i)) fairly allocated to
such  interest  rate hedges as expenses for such period, plus (iii) the portions
of  Capital  Lease  Liabilities that should be treated as interest in accordance
with  GAAP.

     "Interest  Expense  Coverage  Ratio"  shall  be  defined  as  follows:

EBITDA,  minus  Distributions  (exclusive  of  the  Permitted  Distribution
Carve-Outs),  minus Non-Financed Capital Expenditures incurred during the period
under  review

Divided  by  ()

Interest  Expense  paid  with respect to the Fiscal Quarter under review and the
most recently ended three immediately preceding Fiscal Quarters on a four fiscal
quarter  basis  on  all  Indebtedness  (accrued  and  capitalized).

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

     "Interest  Rate  Hedge"  shall mean collective reference to any one or more
interest  rate  swap  agreements,  interest  rate  cap  agreements, basis swaps,
forward  rate  agreements  and interest collar or floor agreements and all other
interest  rate  protection  products or arrangements designed to protect against
fluctuations  in  interest  rates  or currency exchange rates for the purpose of
hedging  the  interest  rates  on  the  Credit  Facility.

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

     "Investment"  shall  mean,  when  used  in  connection with any Person, any
investment  by  or  of  that  Person,  whether  by  means  of  purchase or other
acquisition  of  stock  or other securities of any other Person or by means of a
loan,  advance  creating a debt, capital contribution, guaranty or other debt or
equity  participation or interest in any other Person, including any partnership
                                                       ---------
and  joint venture interests of such Person.  The amount of any Investment shall
be  the  amount actually invested without adjustment for subsequent increases or
decreases  in  the  value  of  such  Investment.
                                       17
<PAGE>

"Johannesburg  Investment"  shall  mean the investment, directly by Guarantor or
through a Subsidiary which is owned or controlled by Guarantor, in a partnership
or  other  joint  venture arrangement with an entity known as "Silverstar" for a
casino  operation  to be located in the greater Johannesburg, South Africa area.

     "L/C  Agreement(s)"  shall mean collective reference to the Application and
Agreement  for Standby Letter of Credit and Application for Commercial Letter of
Credit and addendum(s) thereto executed by an Authorized Officer of Borrowers in
favor  of  L/C Issuer in L/C Issuer's standard form, setting forth the terms and
conditions  upon which L/C Issuer shall issue a Letter(s) of Credit, as the same
may  be  amended  or  modified  from  time  to  time.

     "L/C  Exposure"  shall  mean  the  aggregate amount which L/C Issuer may be
required to fund or is contingently liable for disbursement under all issued and
outstanding Letter(s) of Credit, which amount shall be determined by subtracting
from  the  aggregate  of the Stated Amount of each such Letter(s) of Credit, the
principal  amount  of  all  L/C Reimbursement Obligations which have accrued and
have  been  fully  satisfied  as  of  each  date  of  determination.

     "L/C  Facility"  shall mean the agreement of L/C Issuer to issue Letters of
Credit  subject  to  the  terms and conditions and up to the maximum amounts and
duration  as  set  forth  in  Section  2.08  of  the  Credit  Agreement.

     "L/C Fee" shall have the meaning set forth in Section 2.09(c) of the Credit
Agreement.

     "L/C  Issuer"  shall  mean  WFB in its capacity as the issuer of Letters of
Credit  under  the  L/C  Facility.

     "L/C Reimbursement Obligation(s)" shall mean the obligation of Borrowers to
reimburse  L/C  Issuer  for  amounts  funded  or  disbursed under a Letter(s) of
Credit,  together  with  accrued  interest  thereon.

     "LIBO Rate" means, relative to any LIBOR Loan 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 by Agent Bank to 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.
                                       18
<PAGE>
The  foregoing  rate  of  interest  shall  be  reserve  adjusted by dividing the
applicable  LIBO  Rate  by a 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.

     "Laws"  means, collectively, all international, foreign, federal, state and
local  statutes,  maritime laws, treaties, rules, regulations, ordinances, codes
and  administrative  or  judicial  precedents.

     "Lender  Reply Period" shall have the meaning set forth in Section 9.10(d).

     "Lenders" means 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  by  execution  of 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".

     "Letter(s)  of  Credit"  shall  mean  collective  reference  to the Standby
Letter(s)  of  Credit and/or Commercial Letter(s) of Credit, as the case may be,
issued  by  L/C  Issuer  on  behalf  of  Borrowers, as the same may be extended,
renewed  or  reissued  from  time  to time.
                                       19
<PAGE>

"Leverage  Ratio"  as  of  the  end  of  any Fiscal Quarter shall mean the ratio
resulting by dividing (a) Funded Debt for the Fiscal Quarter under review by (b)
the  sum  of  EBITDA for the Fiscal Quarter under review plus EBITDA for each of
the  most  recently  ended  three  (3)  preceding  Fiscal  Quarters.

     "Lien"  means  any  lien,  mortgage, pledge, assignment, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention  agreement, any lease in the nature thereof, and any agreement to give
any  security  interest) and any option, trust or other preferential arrangement
having  the  practical  effect  of  any  of  the  foregoing.

     "Liabilities  and  Costs"  means  all  claims,  judgments,  liabilities,
obligations,  responsibilities,  losses,  damages  (including  lost  profits),
punitive  or  treble  damages,  costs,  disbursements  and  expenses (including,
without  limitation,  reasonable  attorneys',  experts'  and consulting fees and
costs  of  investigation and feasibility studies), fines, penalties and monetary
sanctions,  interest,  direct  or  indirect,  known  or  unknown,  absolute  or
contingent,  past,  present  or  future.

     "Loan  Documents"  shall  mean  the  collective  reference  to  this Credit
Agreement,  the  Revolving  Credit  Note,  the  Security  Documentation,  Cash
Collateral  Pledge  Agreement, Guaranty, Environmental Certificate and all other
instruments and agreements required to be executed by or on behalf of Borrowers,
Guarantor,  or  any  other Person in connection with the Credit Facility for the
benefit  of  Banks or Agent Bank on behalf of the Lenders and/or the L/C Issuer,
as  the  same  may  be  amended,  modified,  supplemented,  replaced, renewed or
restated  from  time  to  time.

     "Margin Stock" shall have the meaning provided in Regulation U of the Board
of  Governors  of  the  Federal  Reserve  System.

     "Material  Adverse  Change"  shall  mean:  (i)  any set of circumstances or
events  which  is  material  and  adverse  to  the  Collateral  or the condition
(financial  or  otherwise), business operations or prospects of (a) the Borrower
Consolidation or the Guarantor taken as a whole, or (b) the ability of Borrowers
or  the  Guarantor  to  perform  their  respective  Obligations  under  the Loan
Documents,  or  (c)  the  ability  of any of the Lenders to enforce any of their
material  rights  or remedies under any of the Loan Documents, or (ii) any event
or  change  which  has  or  results  in  a  material adverse effect upon (a) the
validity  or priority of any of the Loan Documents, or (b) the use, occupancy or
operation  of  the  Casino  Facilities.

     "Maturity  Date"  shall  mean  April  26,  2004.
                                       20
<PAGE>

"Maximum  Availability"  shall  mean  the  Maximum  Permitted  Balance  less the
Aggregate  Outstandings.

     "Maximum  Permitted  Balance"  shall  mean  the maximum amount of principal
which may be outstanding on the Credit Facility from time to time which shall be
the lesser of: (a) the Maximum Scheduled Balance, or (b) the amount to which the
Maximum Scheduled Balance is voluntarily reduced by Borrower pursuant to Section
2.01(c)  or  is  otherwise reduced or limited pursuant to Sections 5.01, 5.12 or
8.02  or  by  Scheduled  Reductions.

     "Maximum  Scheduled  Balance"  shall  mean  the maximum amount of scheduled
principal  which  may be outstanding on the Credit Facility from time to time in
the  amount  of the Aggregate Commitment as of the Closing Date, as reduced from
time  to  time  by  the  Scheduled  Reductions  as  set  forth  on the Aggregate
Commitment  Reduction  Schedule.

     "Net  Income"  shall mean with respect to any Person for any fiscal period,
the net income of such Person during such fiscal period determined in accordance
with  GAAP,  consistently  applied.

     "Non-Financed  Capital  Expenditures" shall mean Capital Expenditures which
are paid by any member of the Borrower Consolidation from assets of the Borrower
Consolidation and not from the Credit Facility or through any other loan, credit
agreement,  lease  or  financing  from  any  source.

     "Non-Pro Rata Borrowing" means a Borrowing with respect to which fewer than
all  Lenders  have funded their respective Pro Rata Shares of such Borrowing and
the failure of the non-funding Lender or Lenders to fund its or their respective
Pro Rata Shares of such Borrowing constitutes a breach of this Credit Agreement.

     "Nonusage  Fee"  shall  have  the  meaning ascribed to such term in Section
2.09(b)  of  this  Credit  Agreement.

     "Notice  of  Borrowing"  shall  have the meaning set forth in Section 2.03.

     "Obligations" means, from time to time, all Indebtedness of Borrowers owing
to  Agent Bank, any Lender or any Person entitled to indemnification pursuant to
Section  5.14, or any of their respective successors, transferees or assigns, of
every  type  and  description, whether or not evidenced by any note, guaranty or
other  instrument,  arising under or in connection with this Credit Agreement or
any other Loan Document, whether or not for the payment of money, whether direct
or  indirect  (including  those acquired by assignment), absolute or contingent,
due  or  to  become  due,  now  existing  or
                                       21
<PAGE>

hereafter  arising and however acquired.  The term includes, without limitation,
all  interest,  charges,  expenses,  fees,  reasonable  attorneys'  fees  and
disbursements,  reasonable  fees and disbursements of expert witnesses and other
consultants,  and any other sum now or hereinafter chargeable to Borrowers under
or  in  connection  with  Credit  Agreement  or  any  other  Loan  Document.
Notwithstanding  the  foregoing  definition  of  "Obligations",  Borrowers'
obligations  under  any  environmental  indemnity  agreement constituting a Loan
Document,  or any environmental representation, warranty, covenant, indemnity or
similar  provision in this Credit Agreement or any other Loan Document, shall be
secured  by  the Collateral only to the extent, if any, specifically provided in
the  Security  Documentation.

     "Office  Building  Parcel"  shall  mean the real property described on that
certain  exhibit  marked  "Exhibit  N,"  affixed  hereto  and  by this reference
incorporated  herein  and  made  a  part hereof, together with all buildings and
other  improvements  now  or  hereafter  constructed  thereon.

     "Payment  Subordination  Agreement"  shall  mean  the Payment Subordination
Agreement  to  be  executed by Guarantor in favor of Agent Bank on behalf of the
Lenders  on  or before the Closing Date in the form of the Payment Subordination
Agreement  marked "Exhibit I", affixed hereto and by this reference incorporated
herein  and  made  a  part  hereof.

     "Pension Plan" means any "employee pension benefit plan" that is subject to
Title  IV  of  ERISA and which is maintained for employees of Borrower or any of
its  ERISA  Affiliates.

     "Permitted  Distribution Carve-Outs" shall mean collective reference to the
Distributions specifically described in subparagraphs (a) through (e) below made
during  the  period  commencing  on  November 30, 1999 and continuing until Bank
Facility  Termination,  and  which may be made subsequent to the Closing Date so
long  as: (i) no Default or Event of Default has occurred and remains continuing
at  the  time  of  such  Distributions,  (ii)  December  31, 2001 shall not have
occurred;  and  (iii)  such  Permitted Distribution Carve-Outs do not exceed Ten
Million  Five  Hundred  Thousand  Dollars  ($10,500,000.00)  in  the  aggregate:

          a.     Distribution  of  the  Johannesburg  Investment up to a maximum
aggregate  amount  of  Two  Million  Dollars  ($2,000,000.00);

          b.     Distribution  of  the  Caledon  Investment  up  to  a  maximum
aggregate  amount  of  Four  Million  Three  Hundred  Dollars  ($4,300,000.00);
                                       22
<PAGE>

c.     Distribution to be applied toward a pre-payment or repayment of principal
on  the  Subordinated  Debt  up  to  the maximum aggregate amount of One Million
Dollars  ($1,000,000.00);

          d.     Distributions  to  be used to repurchase the stock of Guarantor
up  to  a maximum aggregate amount of Three Million Dollars ($3,000,000.00); and

          e.     Distribution  of  the Czech Republic Investment up to a maximum
aggregate  amount  of  Seven Hundred Twenty-Five Thousand Dollars ($725,000.00).

     "Permitted  Encumbrances" shall mean, at any particular time, (i) liens for
taxes,  assessments or governmental charges not then due, payable and delinquent
or  being  contested  in  good  faith,  (ii)  liens  for  taxes,  assessments or
governmental  charges  not  then required to be paid pursuant to Section 5.10 or
being  contested in good faith, (iii) liens in favor of Agent Bank or any Lender
created  or  contemplated  by  the  Security  Documentation, or securing Secured
Interest  Rate Hedges, (iv) the liens, encumbrances and restrictions on the Real
Property  and  existing  improvements  which  are  allowed by Banks to appear in
Schedule  B,  Part  I and II of the Title Insurance Policy relating to such Real
Property  at the Closing Date, (v) liens in favor of Agent Bank on behalf of the
Lenders  or  consented  to in writing by Agent Bank, (vi) easements, licenses or
rights-of-way, hereafter granted to any Governmental Authority or public utility
providing  services to the Casino Facilities which are first approved in writing
by  the  Agent  Bank, (vii) judgment liens on property other than the Collateral
which  do  not  constitute  an  Event  of  Default,  (viii)  statutory  liens of
landlords,  revenue  authorities and materialmen and other similar liens imposed
by law incurred in the ordinary course of business which could not reasonably be
expected  to  result  in  a  Material Adverse Change and which are discharged in
accordance  with  Section  5.04,  (ix)  liens  incurred  or deposits made in the
ordinary  course  of  business  in  connection  with  workers'  compensation,
unemployment  insurance  and  other  types  of social security, or to secure the
performance  of  tenders,  statutory obligations, surety and appeal bonds, bids,
leases,  government  contracts, trade contracts, performance and return-of-money
bonds  and  other  similar  obligations;  (x)  leases,  concessions or subleases
granted  to  others  not  interfering  in any material respect with the ordinary
conduct  of  the  business  of Borrowers; and (xi) liens or other minor defects,
encroachments  or  irregularities  in  title  that  do  not result in a Material
Adverse  Change.

     "Person"  means  an  individual,  firm,  corporation,  trust,  association,
partnership,  joint  venture,  tribunal  or  other  entity.
                                       23
<PAGE>

"Policies  of  Insurance" shall mean the insurance to be obtained and maintained
by  Borrower throughout the term of this Credit Agreement as provided by Section
5.09  herein.

     "Post  Foreclosure  Plan"  shall  have  the  meaning  set  forth in Section
9.11(e).

     "Potential  L/C  Exposure" shall mean the amount of L/C Exposure that would
result  from  the  issuance  of  each  Letter  of  Credit  that  is requested by
Borrowers,  or  any of them, pursuant to Section 2.08 herein, which amount shall
be  measured  during  the  period  commencing  on  the  date of such request for
issuance and continuing until the requested Letter of Credit is either issued by
the  L/C Issuer or the request for issuance is rejected, withdrawn, rescinded or
otherwise  terminated.

     "Pricing  Certificate" shall have the meaning set forth in Section 5.08(b).

     "Prime  Rate" shall mean the rate of interest per annum which WFB from time
to  time  identifies  and  publicly  announces  at  its  principal office in San
Francisco,  California,  as  its  "prime  rate"  or  "reference rate" and is not
necessarily,  for  example,  the lowest rate of interest which WFB collects from
any  borrower  or  group  of  borrowers.

     "Principal Prepayments" shall have the meaning set forth in Section 2.07(a)
of  this  Credit  Agreement.

     "Pro  Rata  Share" means, with respect to any Lender, a percentage equal to
such  Lender's  Syndication  Interest  in  the  Credit  Facility as set forth on
Schedule  of  Lenders'  Proportions  in  Credit  Facility.

     "Protective Advance" means all sums expended as determined by Agent Bank to
be  necessary  to:  (a) protect the priority, validity and enforceability of the
Security  Documentation  on,  and  security interests in, any Collateral and the
instruments  evidencing or securing the Obligations, or (b) prevent the value of
any  Collateral  from  being  materially diminished (assuming the lack of such a
payment  within the necessary time frame could potentially cause such Collateral
to  lose  value),  or  (c)  protect  any of the Collateral from being materially
damaged,  impaired,  mismanaged  or  taken,  including,  without limitation, any
amounts expended in accordance with Section 10.20 or post-foreclosure ownership,
maintenance,  operation  or  marketing  of  any  Collateral.

     "Rate  Adjustment  Date"  shall  mean  September  1,  2000.

     "Real  Property"  shall  mean:  (i)  the  land  which is the subject of and
particularly  described  in the Title Report, together with all improvements now
or  hereafter  situate  thereon;  (ii) upon acquisition of a fee interest in the
T-Shirt  Shop  by  Borrowers,  or
                                       24
<PAGE>

any  of  them,  the  T-Shirt  Shop, (iii) upon acceptance of the Office Building
Parcel  by  Agent  Bank  as  additional Collateral pursuant to Section 5.24, the
Office  Building  Parcel, and (iv) upon acceptance of each respective Additional
Real  Property  Acquisition  by  Agent Bank as additional Collateral pursuant to
Section  5.25,  the  Additional  Real Property Acquisitions so accepted by Agent
Bank.

     "Reduction  Date(s)"  shall  mean  reference to each Reduction Date, as the
context may require as set forth on the Aggregate Commitment Reduction Schedule.

     "Reportable  Event" shall mean a reportable event as defined in Title IV of
ERISA,  except  actions of general applicability by the Secretary of Labor under
Section  110  of  ERISA.

     "Requisite  Lenders"  mean, collectively, Lenders whose Pro Rata Shares, in
the aggregate, are at least sixty-six and two-thirds percent (66-2/3%), provided
that,  (i)  in  determining such percentage at any given time, all then existing
Defaulting  Lenders  will be disregarded and excluded and the Pro Rata Shares of
Lenders shall be redetermined, for voting purposes only, to exclude the Pro Rata
Shares  of  such  Defaulting Lenders, and (ii) notwithstanding the foregoing, at
all  times when two or more Lenders are party to this Credit Agreement, the term
Requisite  Lenders  shall  in  no  event  mean  less  than  two  (2)  Lenders.

     "Revolving  Credit  Note"  shall  mean the Revolving Credit Note, a copy of
which  is  marked "Exhibit A", affixed hereto and by this reference incorporated
herein  and made a part hereof, to be executed by Borrowers on the Closing Date,
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.

     "Revolving  Credit  Period" shall mean the period commencing on the Closing
Date  and  terminating  on  the  Maturity  Date.

     "Schedule  of  Lenders'  Proportions  in  Credit  Facility"  shall mean the
Schedule  of  Lenders'  Proportions  in  Credit Facility, a copy of which is set
forth  as  Schedule  2.01(a),  affixed hereto and by this reference incorporated
herein and made a part hereof, 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.

     "Schedule of Significant Litigation" shall mean the Schedule of Significant
Litigation, a copy of which is set forth as Schedule 3.16, affixed hereto and by
this
                                       25
<PAGE>

reference  incorporated  herein  and  made  a  part  hereof,  setting  forth the
information  described  in  Section  3.16  with  respect  to  each  Significant
Litigation.

     "Scheduled  Reductions"  shall  mean  the  amount  by  which  the Aggregate
Commitment  is  reduced  on  each  Reduction  Date as set forth on the Aggregate
Commitment  Reduction  Schedule.

     "Secured Interest Rate Hedge(s)" shall mean any Interest Rate Hedge entered
into  between  Borrowers  and  any  Lender, or Affiliate of any Lender, which is
secured  by  the  Deed  of  Trust.

     "Security  Documentation"  shall  mean  collective reference to the Deed of
Trust,  Financing  Statements,  Assignment of Entitlements, Contracts, Rents and
Revenues,  Assignment  of  Golden  Horseshoe Lease and all other instruments and
agreements  to  be  executed  by  or  on behalf of Borrowers or other applicable
Persons,  in  favor of Agent Bank on behalf of the Lenders securing repayment of
the  Credit  Facility.

     "Significant  Litigation"  shall  mean  each  action,  suit,  proceeding,
litigation  and controversy involving any Borrower involving claims in excess of
One  Million  Dollars  ($1,000,000.00)  or  which if determined adversely to the
interests  of  such  Borrower,  could  result  in  a  Material  Adverse  Change.

     "Spaceleases"  shall  mean  the  executed  leases and concession agreements
pertaining to the Casino Facilities, or any portion thereof, wherein Borrower is
the  lessor,  as set forth on that certain Schedule of Spaceleases designated as
Schedule 4.16, affixed hereto and by this reference incorporated herein and made
a  part  hereof.

     "Standby  Letter(s)  of  Credit"  shall  mean a letter or letters of credit
issued  by  L/C  Issuer pursuant to Section 2.08 of the Credit Agreement for the
purpose  of  securing  payment  or  performance  of  a  financial  obligation of
Borrowers,  other  than  in  connection with the payment for goods, equipment or
materials.

     "Stated  Amount"  shall  mean  the  maximum  amount which L/C Issuer may be
required  to disburse to the beneficiary(ies) of a Letter(s) of Credit under the
terms  thereof.

     "Stated  Expiry  Date(s)"  shall  mean  the date set forth on the face of a
Letter(s)  of  Credit  as the date when all obligations of L/C Issuer to advance
funds  thereunder will terminate, as the same may be extended from time to time.

     "Subordinated  Debt"  shall mean collective reference to: (i) the unsecured
intercompany Indebtedness, owing by WMCKAC and assumed by WMCKVC, payable to the
order  of  Guarantor  in  the  approximate  amount  of  Five Million Six Hundred
Ninety-One
                                       26
<PAGE>

Thousand  Dollars  ($5,691,000.00) evidenced by a Promissory Note dated June 27,
1996,  as  amended by an Assignment, Assumption and Amendment Agreement dated as
of  March  31,  1997,  which  Subordinated  Debt  shall  be  structurally  and
contractually  subordinated  to  the Credit Facility by execution of the Payment
Subordination  Agreement  by Borrowers and Guarantor in favor of Agent Bank, and
(ii)  any  other  unsecured  intercompany  Indebtedness owing by any Borrower to
Guarantor  which  is  permitted and incurred in accordance with Section 6.05(f).

     "Subsidiary"  shall  mean,  on the date in question, any Person of which an
aggregate  of  50%  or  more of the stock of any class or classes (or equivalent
interests)  is  owned  of  record  or  beneficially,  directly or indirectly, by
another  Person  and/or  any of its Subsidiaries, if the holders of the stock of
such  class  or  classes  (or  equivalent  interests) (a) are ordinarily, in the
absence  of  contin-gencies,  entitled to vote for the election of a majority of
the directors (or individuals performing similar functions) of such Person, even
though  the  right  so  to  vote  has  been suspended by the happening of such a
contingency, or (b) are entitled, as such holders, to vote for the election of a
majority  of the directors (or individuals performing similar functions) of such
Person, whether or not the right so to vote exists by reason of the happening of
a  contingency.

     "Syndication Interest" shall mean the proportionate interest of each Lender
in  the  Credit Facility as set forth on the Schedule of Lenders' Proportions in
Credit  Facility,  as  the  same  may  be amended or restated from time to time.

     "TFCC  Permitted Distribution Carve-Outs" shall mean the first Five Million
Dollars ($5,000,000.00) of Distributions which constitute Permitted Distribution
Carve-Outs.

     "TFCC  Ratio"  shall  be  defined  as  follows:

EBITDA,  minus  Distributions  (exclusive  of  TFCC  Permitted  Distribution
Carve-Outs),  minus Non-Financed Capital Expenditures incurred during the period
under  review

     Divided  by  ()

Interest  Expense  actually  paid  (excluding  Subordinated  Debt), plus current
portion  of  Scheduled  Reductions  actually  paid  where  required  during  the
preceding four quarters to bring the Aggregate Outstandings down to the required
Maximum  Scheduled Balance and Capitalized Lease Liabilities required during the
preceding  four  quarters,  plus  actual  Interest  Expense  and  principal paid
(without  duplication)  on  Subordinated  Debt.
                                       27
<PAGE>

"Taxes"  shall  have  the  meaning  set  forth  in  Section  2.11.

     "Title  Insurance  Company"  shall  mean  Commonwealth Land Title Insurance
Company  and  its  issuing  agent,  Pikes Peak Title Service, Inc., with offices
located  at  471  S.  Baldwin, Woodland Park, Colorado 80866, together with such
reinsurers  with  direct  access  as  are requested by Agent Bank or other title
insurance  company  or  companies  as  may  be  acceptable  to  Agent  Bank.

     "Title  Insurance  Policy"  shall  mean  the ALTA Extended Coverage Lenders
Policy  of Title Insurance, and the endorsements thereto, which are to be issued
by  Title Insurance Company, as of the Closing Date, in the amount of Twenty-Six
Million  Dollars  ($26,000,000.00), in favor of Agent Bank, insuring the Deed of
Trust  as  a  first  priority  mortgage  lien  (a  first  priority  lien  on the
subleasehold  and  suboption  interests  of Borrowers as to the Golden Horseshoe
Property)  encumbering  the  Real Property therein described subject only to the
exceptions  shown  therein  in  Schedule  B,  Part I, all in accordance with the
Depository  Closing  Instructions.

     "Title  Report"  shall  refer  to  the Title Insurance Commitment issued by
Title  Insurance Company, under its Order No. L800698, a copy of which is marked
"Exhibit M", affixed hereto and by this reference incorporated herein and made a
part  hereof.

     "T-Shirt  Shop"  shall  mean  a  two (2) story building located at 247 East
Bennett  Avenue,  in  Cripple  Creek, Colorado, with approximately five thousand
(5,000)  square  feet  of  floor space, which is the subject of the T-Shirt Shop
Option.

     "T-Shirt  Shop Option" shall mean that certain Option Agreement pursuant to
which  WMCKVC  is  granted  an  option  to  purchase  the  T-Shirt  Shop.

     "Upfront  Fee"  shall  have  the  meaning  ascribed to such term in Section
2.09(a).

     "Upfront  Fee  Side  Letter"  shall  mean  the  confidential  letter  dated
concurrently  herewith,  executed  by  and  between  Borrower  and  Agent  Bank
concerning  payment  of  the  Upfront  Fee.

     "Voluntary Permanent Reduction" shall have the meaning set forth in Section
2.01(c).

     "WFB"  shall  mean  Wells  Fargo  Bank,  National  Association.

     "WMCKAC"  shall  have  the meaning set forth in the Preamble to this Credit
Agreement.
                                       28
<PAGE>

"WMCKVC"  shall  have  the  meaning  set  forth  in  the Preamble to this Credit
Agreement.
Section  1.01.     Interpretation  and  Construction.  In this Credit Agreement,
                   ---------------------------------
unless  the  context  otherwise  requires:

a.     Articles  and  Sections  mentioned  by  number  only  are  the respective
Articles  and  Sections  of  this  Credit  Agreement  as  so  numbered;

b.     Words  importing a particular gender mean and include every other gender,
and  words  importing the singular number mean and include the plural number and
vice  versa;
 ----------
c.     All times specified herein, unless otherwise specifically referred, shall
be  the  time  in  San  Francisco,  California;

d.     Any  headings preceding the texts of the several Articles and Sections of
this  Credit  Agreement, and any table of contents or marginal notes appended to
copies  hereof,  shall  be  solely  for  con-venience of reference and shall not
constitute  a  part of this Credit Agreement, nor shall they affect its meaning,
construction  or  effect;

e.     If  any clause, definition, provision or Section of this Credit Agreement
shall  be  determined to be apparently contrary to or conflicting with any other
clause,  definition,  provision  or  Section  of  this Credit Agreement then the
clause, definition, provision or Section containing the more specific provisions
shall  control  and  govern with respect to such apparent conflict.  The parties
hereto  do  agree  that  each  has  con-tributed  to the drafting of this Credit
Agreement  and all Loan Documents and that the provisions herein contained shall
not  be  construed against either Borrowers or Lenders as having been the person
or  persons  responsible  for  the  preparation  thereof;

f.     The  terms  "herein",  "hereunder",  "hereby", "hereto", "hereof" and any
similar  terms  as  used in the Credit Agreement refer to this Credit Agreement;
the  term  "heretofore"  means  before  the  date  of  execution  of this Credit
Agreement;  and  the  term  "hereafter" means after the date of the execution of
this  Credit  Agreement;

g.     All  accounting  terms  used  herein which are not otherwise specifically
defined  shall  be  used  in  accordance  with  GAAP;

h.     If  any  clause,  provision  or  Section of this Credit Agreement shall
be ruled invalid  or  unenforceable  by any court of competent jurisdiction,
such holding shall  not  invalidate  or  render unenforceable any of the
remaining provisions hereof;

                                       29
<PAGE>

i.     Each reference to this Credit Agreement or any other Loan Document or any
of  them,  as used in this Credit Agreement or in any other Loan Document, shall
be  deemed  a  reference  to  this  Credit  Agreement  or such Loan Document, as
applicable,  as  the  same  may  be  amended,  modified, supplemented, replaced,
renewed  or  restated  from  time  to  time;  and

j.     Every  affirmative  duty,  covenant and obligation of Borrowers hereunder
shall  be equally applicable to each of the Borrowers individually and where the
context would result in the best interests or rights of Banks shall be construed
to  mean  "Borrowers  or  any  of  them"  or  "Borrowers  and  each of them", as
applicable.

Section 1.03.     Use of Defined Terms.  Unless otherwise defined or the context
otherwise  requires,  terms  for which meanings are provided in this Credit
Agreement shall have such meanings when used in the Revolving Credit Note and in
each  Loan  Document  and  other  communication  delivered  from time to time in
connection  with  this  Credit  Agreement  or  any  other  Loan  Document.

Section  1.04.     Cross-References.  Unless  otherwise specified, references in
this  Credit Agreement and in each other Loan Document to any Article or Section
are references to such Article or Section of this Credit Agreement or such other
Loan  Document,  as the case may be, and, unless otherwise specified, references
in  any  Article,  Section  or  definition  to any clause are references to such
clause  of  such  Article,  Section  or  definition.

Section  1.05.     Exhibits  and  Schedules.  All Exhibits and Schedules to this
Credit  Agreement, either as originally existing or as the same may from time to
time  be  supplemented,  modified  or  amended,  are incorporated herein by this
reference.
                                  ARTICLE  II
                  AMOUNT, TERMS AND SECURITY OF THE FACILITIES
                  --------------------------------------------
Section  2.01.     The  Credit  Facility.
                   ---------------------
Subject  to  the  conditions  and  upon  the  terms hereinafter set forth and in
accordance  with  the  terms and provisions of the Revolving Credit Note, on and
after  the  Closing Date 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, consisting of the
Closing  Disbursements  on  the  Closing  Date and such amounts as Borrowers may
request  during the Revolving Credit Period by Notice of Borrowing duly executed
by  an  Authorized  Officer  and  delivered  to Agent Bank from time to time for
Borrowings  under
                                       30
<PAGE>
the  Credit Facility as provided in Section 2.03, subject to the uses and
purposes  set  forth  in  Section  2.02.

b.     Subject  to the uses and purposes set forth in Section 2.02, on and after
the  Closing  Date  Borrowers  may  borrow,  repay  and  reborrow  the Available
Borrowings  up  to  the  Maximum Permitted Balance from time to time.  Provided,
however,  amounts  of  Funded  Outstandings bearing interest with reference to a
LIBO  Rate  shall  be  subject  to Breakage Charges incident to prepayment.  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 Bank 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 Permitted Balance
as  set  forth  on  the  Aggregate  Commitment Reduction Schedule, Borrowers may
voluntarily  further  permanently reduce the Maximum Permitted Balance from time
to  time  (a  "Voluntary  Permanent  Reduction")  on  the  following conditions:

               (i)     that  each  such  Voluntary Permanent Reduction be in the
minimum  amount  of One Million Dollars ($1,000,000.00) and in increments of One
Hundred  Thousand  Dollars ($100,000.00) and is 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 Permanent Reduction shall be
irrevocable  and  a  permanent  reduction  to  the  Maximum  Permitted  Balance.

d.          In  the  event  any  Scheduled  Reduction  or  Voluntary  Permanent
Reduction  reduces  the  Maximum  Permitted  Balance to less than the sum of the
Aggregate  Outstandings,  the  Borrowers  shall  immediately cause the Aggregate
Outstandings  to  be  reduced  by  such  amount as may be necessary to cause the
Aggregate  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)     continuing  the  outstanding  principal  balance  under  the
Existing Credit Agreement and Existing RLC Note as Funded Outstandings under the
Credit  Facility  and  continuing  all  outstanding  letters of credit under the
                                       31
<PAGE>

Existing Credit Agreement as Letters of Credit under the L/C Facility hereunder;

          (ii)     payment  in  full  of  the  Upfront  Fee;  and

          (iii)     paying  in  full  the  costs,  fees  and  expenses  of Title
Insurance  Company  incurred  in  connection  with  the  issuance  of  the Title
Insurance  Policy,  the  costs, fees and expenses of the attorneys for Borrowers
and 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  the  repayment  of  L/C  Reimbursement Obligations as
provided  in  Section  2.08;

          (ii)     funding  working  capital needs of the Borrower Consolidation
relating  to  the  Casino  Facilities;

          (iii)     funding  ongoing  Capital  Expenditure  requirements  of the
Borrower  Consolidation  relating  to  the  Casino  Facilities;  and

          (iv)     funding Investments and Distributions to the extent permitted
in  the  Credit  Agreement.

Section  2.03.     Notice  of  Borrowings.
                   ----------------------
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 9:00
a.m.  on  any  Banking  Business Day at Agent Bank's office specified in Section
2.07,  two  (2)  full  Banking  Business  Days  prior  notice  by  telephone and
thereafter  immediately  confirmed in writing by delivery to the Agent Bank of a
written notice in the form of the Notice of Borrowing ("Notice of Borrowing"), a
copy  of  which  is  marked  "Exhibit  C",  affixed hereto and by this reference
incorporated  herein  and  made a part hereof, for each proposed Borrowing to be
made  with  reference  to a LIBO Rate and at least one (1) full Banking Business
Day prior notice by telephone and thereafter immediately confirmed in writing by
delivery  to  the  Agent  Bank  of  a  written  notice for all other Borrowings,
specifying  the  date  and  amount of each proposed Borrowing.  Agent Bank shall
give  prompt  notice  of each Notice of Borrowing to Lenders of the amount to be
funded  and  specifying  the  Funding  Date.  Not  later  than 11:00 a.m. on the
Funding  Date  specified,  each Lender shall disburse to Agent Bank its Pro Rata
Share  of  the  amount  to
                                       32
<PAGE>

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 a.m. from the Lenders
available  to Borrowers by depositing, prior to 1:00 p.m. on the day so received
(but not prior to the Funding Date) in the Designated Deposit Account maintained
     with  Agent  Bank, 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  neither  relieve  any  other Lender of any obligation
hereunder  to fund its Pro Rata Share of such Borrowing on such Funding Date nor
relieve  such  Lender  which  has  failed  to  fund  its  Pro  Rata Share 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.  Borrowings, other than Borrowings
made  at  the  request of Agent Bank for the purpose of funding repayment of L/C
Reimbursement  Obligations as hereinafter provided, 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 this Credit Agreement.  Provided,
however, upon the consent of Requisite Lenders, Lenders shall advance Borrowings
requested  by  Borrowers  hereunder,  notwithstanding the existence of less
than  full compliance with the requirements of Articles III B, and Borrowings so
made  shall  be  deemed  to  have  been  made pursuant to this Credit Agreement.

Section  2.05.     The  Revolving  Credit  Note  and  Interest  Rate  Options.
The  Credit  Facility  shall  be  further evidenced by the Revolving Credit 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
13-50-02  or 13-50-103 (or under any corresponding future statute or rule of law
in  any  jurisdiction)  by  reason  of  any  release  of  fewer  than all of the
Borrowers.  Agent  Bank  shall  record  manually  or electronically the date and
amount  of  each  Borrowing advanced by the Lenders together with the applicable
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  and  interest  made thereunder by Borrowers; 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 Borrowers hereunder or
under  the  Revolving  Credit  Note.  Agent  Bank  shall  provide  Borrowers and
Guarantor  with  a  copy  of  such entries upon the written request of Borrowers
and/or Guarantor.  The aggregate unpaid balance of principal and interest of the
Note  as  set  forth  on  the
                                       33
<PAGE>
most  recent  data  control  system  printout  of  Agent  Bank  shall  be
rebuttably  presumptive  evidence  of  the  sums  owing  and unpaid on the Note.

b.     Interest  shall accrue on the entire outstanding principal balance of the
Credit  Facility  at a rate per annum equal to the Base 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 of the Credit Facility 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  in effect as of the second Banking Business Day prior to the
first  day  of  the  applicable Interest Period, 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  Base  Rate Loan shall be due and payable on the first Banking
Business  Day  of  the  month  following  the Closing Date, on the first Banking
Business Day of each successive month thereafter, and on the Maturity Date.  For
each  LIBOR  Loan,  accrued 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, the outstanding principal balance hereunder may be a
Base  Rate  Loan  or  one  or  more  LIBOR Loans, or any combination thereof, as
Borrowers  shall  specify.

c.     So  long  as  no  Default  or  Event  of Default shall have occurred and
 remains continuing,  Borrowers  may  Convert  from  one  Interest Rate Option
to another Interest  Rate  Option  or continue an Interest Rate Option for
another Interest Period  by  giving  irrevocable  notice to Agent Bank of such
Conversion by 9:00 a.m.,  on  a  day which is at least three (3) Banking
Business Days prior to the proposed  date  of  such Conversion to or
Continuation of each LIBOR Loan or one (1)  Banking  Business Day prior to the
proposed date of such Conversion to each Base  Rate  Loan.  Each  such  notice
shall be made by an Authorized Officer by telephone  and  thereafter
immediately confirmed in writing by delivery to Agent Bank  of a
Continuation/Conversion Notice specifying the date of such Conversion or
Continuation,  the  amounts to be so Converted or Continued and the Interest
Period if the Conversion or Continuation is being made with reference 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 or Continuation
is being made with reference 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  Base  Rate  Loan  or
renewed on any day other than

                                       34
<PAGE>

the  last  day  of  the  current Interest Period relating to such amounts
outstanding  unless  Borrowers  pay  any  applicable  Breakage  Charges.  All
Borrowings  advanced  at  the  request  of  Agent Bank under Section 2.08 of the
Credit  Agreement  shall  bear interest with reference to the Base Rate plus the
Applicable  Margin,  subject  to Borrowers' right to Convert such Borrowing to a
LIBOR  Loan  or  LIBOR  Loans  as  provided herein.  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 Base Rate Loan at the end of its then
current  Interest  Period.

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 or Continuation 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, as elected by Borrowers.  However, no Interest Period may
extend  beyond  the  Maturity  Date and no Interest Period may extend beyond any
Reduction  Date unless the sum of (i) the aggregate amount of LIBOR Loans having
an  Interest Period ending after such Reduction Date, plus (ii) the L/C Exposure
and  Potential  L/C  Exposure of all Letters of Credit outstanding and requested
for  which  the Stated Expiry Date is after such Reduction Date, does not exceed
the  Maximum Permitted Balance after giving effect to the Scheduled Reduction on
such  Reduction  Date.  Each Interest Period for a LIBOR Loan shall commence and
end  on  a Banking Business Day.  If any Interest Period commences on a date for
which  there  is  no corresponding date in the month in which it is scheduled to
end,  such  Interest  Period  shall end on the last Banking Business Day of such
month.  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 Base Rate shall be determined by the Agent
Bank, and notice thereof shall be given promptly to Borrowers and Lenders.  Each
determination  of the applicable Base 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  Base  Rate  Loans  and  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 Base Rate shall be
effective the same  day  as  a change in the Base Rate is announced by WFB as
being effective.

                                       35
<PAGE>


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  circum-stances  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 under
the  Credit  Facility,  then  so long as such circumstances shall continue:  (i)
Agent  Bank  shall promptly notify Borrowers thereof, (ii) the Lenders shall not
be  under any obligation to make a LIBOR Loan or Convert a Base 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 Base Rate Loan.

h.     Notwithstanding  any  other provisions of the Credit Agreement, if, after
the Closing Date, 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, then (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  Base  Rate Loans.  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.

Section 2.06.     Security for the Credit Facility.  As security for the due and
punctual payment and performance of the terms and provisions of this Credit
Agreement,  the  Revolving  Credit Note and all 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
and  recorded  and/or  filed as required by the Depository Closing Instructions.

Section  2.07.     Place  and  Manner  of  Payment.
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
Revolving  Credit  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, Borrowers shall
not  make  repayments  ("Principal  Prepayments")  of the outstanding balance of
principal  owing  under the Revolving Credit Note more frequently than three (3)
such  Principal  Prepayments  during  each  calendar month.  Each such Principal
Prepayment  of  a  Base  Rate  Loan shall be in a minimum amount of Five Hundred
Thousand  Dollars
                                       36
<PAGE>

($500,000.00) (or, if less, the outstanding principal amount of Base Rate
Loans)  and  in increments of One Hundred Thousand Dollars ($100,000.00) in
excess  thereof.  Each  such  Principal Prepayment of a LIBOR Loan shall be in a
minimum  amount  of One Million Dollars ($1,000,000.00) and in increments of One
Hundred  Thousand  Dollars  ($100,000.00)  in  excess  thereof.

b.     All  such amounts payable by Borrowers shall be made to Agent Bank at its
office  located  at  Wells  Fargo Bank, Syndications Division, 201 Third Street,
Eighth  Floor,  San Francisco, California 94103, or at such other address as may
be  directed  in  writing  by  Agent Bank from time to time.  If such payment is
received  by  Agent  Bank prior to 11:00 a.m., Agent Bank shall credit Borrowers
with  such  payment  on  the  day so received and shall promptly disburse to the
appropriate  Lenders  on the same day the Pro Rata Share of payments relating to
the  Credit  Facility,  in  immediately  available  funds.  If  such  payment is
received  by Agent Bank after 11:00 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 Pro Rata Share of such payment
relating  to the Credit Facility in immediately available funds.  Any payment on
the  Credit  Facility  made  by Borrowers to Agent Bank pursuant to the terms of
this  Credit  Agreement  or the Revolving Credit Note for the account of Lenders
shall  constitute  payment  to the appropriate Lenders.  If the Revolving Credit
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.     Subject  to  Section  2.07(a),  the outstanding principal owing under the
Credit Facility and the Revolving Credit Note may 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  or  repaid  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 or
repayment 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.
                                       37
<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  2.08.     Issuance  of  Letters  of  Credit.
a.     Any  Authorized Officer of Borrowers may from time to time request that a
Letter of Credit be issued by delivering to L/C Issuer (with a telecopy to the
Agent Bank) on a Banking Business Day, at least five (5) Banking Business Days
prior to the date of such proposed issuance, an L/C Agreement in L/C Issuer's
then standard  form (consistent with the terms of the Credit Agreement),
completed to the satisfaction of L/C Issuer and such other certificates as the
L/C Issuer may reasonably  request; provided, however, that no Letter of Credit
shall be issued (a) if any Default or Event of Default has occurred and remains
continuing, or (b) if after giving effect to the issuance thereof, the aggregate
Stated Amount of outstanding Letters of Credit would exceed One Million  Dollars
($1,000,000.00),  or  (c)  the  Stated  Amount of the requested Letter of Credit
exceeds  the Maximum Availability.  Each Letter of Credit shall be issued by the
L/C  Issuer  on  the  Banking  Business  Day specified in Borrowers' application
therefor.  Each  request  for a Letter of Credit and each Letter of Credit shall
be  subject  to  the  Uniform  Customs  and  Practice  for  Documentary Credits,
International  Chamber of Commerce Publication New 1994 Revision No. 500, or any
successor  publication  then  in  effect.  Each Standby Letter of Credit will be
issued  for  a  term  not  greater  than  one (1) year and shall not include any
provision  for  automatic  renewal.  Each  Commercial  Letter  of Credit will be
issued  for  a term not greater than one hundred eighty (180) calendar days.  In
no  event shall any Letter of Credit have a Stated Expiry Date later than thirty
(30)  days  prior  to the Maturity Date.  Promptly after receipt of each request
for  the  issuance  of  a Letter of Credit and immediately prior to the issuance
thereof,  L/C  Issuer  shall obtain telephonic verification from Agent Bank that
the  amount  of such request does not exceed the then Available Borrowings.  The
L/C Issuer shall promptly notify the Agent Bank of the aggregate L/C Exposure of
outstanding  Letters of Credit each time there is a change therein.  Each Lender
(other  than  the  L/C  Issuer)  agrees that, upon the issuance of any Letter of
Credit  it  shall  automatically  acquire  a  participation  interest in the L/C
Issuer's  liability  under  such  Letter  of  Credit  in an amount equal to such
Lender's  Pro  Rata  Share  of  such  liability, and each Lender (other than the
                                       38
<PAGE>
L/C  Issuer)  thereby  shall  absolutely, unconditionally and irrevocably
assume,  as  primary  obligor  and  not  as surety, and shall be unconditionally
obligated to the L/C Issuer to pay and discharge when due, its Pro Rata Share of
the  L/C  Issuer's  liability  under  such  Letter  of  Credit.

b.     Upon presentation of a draft drawn under any Letter of Credit, L/C Issuer
shall promptly notify the Agent Bank and Borrowers of the amount under such
draft and the date upon which such draft is to be funded.  On or before two (2)
Banking Business Days following such notice (unless Borrowers  have  made  other
arrangements  acceptable  to  the  L/C Issuer to pay the amount of such draft in
full),  Borrowers  shall  advance  to  L/C  Issuer the amount of such draft from
Borrowers'  available  funds  or  shall  request  a  Borrowing  under the Credit
Facility  in  an amount sufficient to pay the amount of such draft in full.  The
Agent  Bank,  upon  receipt  of such funds from the Lenders, shall automatically
provide  such  amount  to the L/C Issuer for payment of the amount of such draft
and  the  balance  of  the Borrowing shall be deposited in immediately available
funds to the Designated Deposit Account.  In the event Borrower fails to advance
to  L/C  Issuer  the  amount of such draft from Borrower's available funds or to
request  a  Borrowing  within  two (2) Banking Business Days from receipt of the
notice  as  specified  above,  on the third (3rd) Banking Business Day following
Agent  Bank's  receipt  of  such  notice, Agent Bank shall, without notice to or
consent of the Borrower and without regard to any other conditions precedent for
the  making  of  Borrowings  under  the  Credit  Facility,  including,  without
limitation  the remedies set forth in Section 7.02, cause a Borrowing to be made
and  funded  by the Lenders under the Credit Facility in the amount necessary to
pay  the  amount  of  such  draft  in full.  Upon the occurrence of any Event of
Default, L/C Issuer shall, without notice or further authorization or consent of
Borrower  whatsoever,  be  authorized  to  immediately cause the Cash Collateral
Account  to  be  established  and funded by Lenders with a Borrowing advanced to
Agent  Bank  equal to the aggregate amount of the L/C Exposure then outstanding.
All  amounts  held by L/C Issuer in the Cash Collateral Account shall be held as
security  for  the  repayment  of  any  L/C  Reimbursement Obligation thereafter
arising  pursuant  to  the terms of the L/C Agreement(s) and the Cash Collateral
Pledge Agreement.  Borrowings advanced by Lenders to pay drafts drawn upon or to
secure  repayment  of  the L/C Exposure under Letters of Credit pursuant to this
subsection  shall:  (i)  constitute  Borrowings  under the Credit Facility, (ii)
initially  be  Base  Rate Loans and (iii) be subject to all of the provisions of
this  Credit  Agreement  concerning Borrowings under the Credit Facility, except
that  such  Borrowings  shall be made upon demand of the Agent Bank as set forth
above  rather  than  upon  Notice  of  Borrowing by Borrowers and shall be made,
notwithstanding  anything  in  this  Credit  Agreement  to the contrary, without
regard  to  any other conditions precedent to the making of Borrowings under the
Credit Agreement and notwithstanding any Default or Event of Default thereunder.
All amounts paid by L/C Issuer on a draft drawn under any Letter of Credit which
has  not  been  funded  or  concurrently  reimbursed  by  Borrowers or through a
Borrowing  as

                                       39
<PAGE>

provided  hereinabove,  shall  bear  interest  at  the Base Rate plus the
Applicable  Margin  per  annum  until  repaid  or  reimbursed  to  L/C  Issuer.

c.     Each  Lender's  obligation  to  advance  Borrowings  in the proportionate
amount  of  its  Syndication Interest in the Credit Facility of any unreimbursed
amounts  outstanding  under any Letter of Credit pursuant hereto is several, and
not  joint  or  joint  and  several.  The  failure  of any Lender to perform its
obligation  to  advance  a  Borrowing in a proportionate amount of such Lender's
Syndication  Interest  of any unreimbursed amounts outstanding under a Letter of
Credit  will not relieve any other Lender of its obligation hereunder to advance
such  Borrowing  in  the amount of such other Lender's proportionate Syndication
Interest  of such amount, nor relieve the Lender which has failed to fund of its
obligation  to fund hereunder.  The Borrowers agree to accept the Borrowings for
payment  of  Letters  of  Credit  as  provided  hereinabove, whether or not such
Borrowings  could  have  been made pursuant to the terms of Article III B or any
other  section  of  the  Credit  Agreement.

d.     Letters  of  Credit shall be used and issued for the benefit of Borrowers
for  the  general  corporate  purposes  of  Borrowers  relating  to  the  Casino
Facilities.

Section  2.09.     Fees.

a.     On  the  Closing  Date,  Borrower  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 Borrower 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 Closing Date and continuing until the Maturity Date
(or the Bank Facility Termination, whichever shall first occur), Borrowers shall
pay  a  quarterly  nonusage  fee  (the "Nonusage Fee") to the Agent Bank for the
account  of  Lenders  at  a  per  annum  rate based on the Leverage Ratio of the
Borrower  Consolidation,  calculated as of each Fiscal Quarter end, to determine
the  applicable  Nonusage Percentage as set forth in Table Two of the definition
of  Applicable Margin.  As of the Closing Date, the Nonusage Percentage shall be
0.375%.

          The  Nonusage  Fee  shall  be  calculated  as  the  product of (i) the
applicable  Nonusage  Percentage  multiplied  by  (ii)  the daily average of the
Maximum  Permitted  Balance  less  the  daily average of the Funded Outstandings
during such Fiscal Quarter, computed on the basis of a three hundred sixty (360)
day year based on the number of actual days elapsed.  Each Nonusage Fee shall be
payable  in  arrears  on  a  quarterly  basis  on  or before the fifth (5th) day
following  receipt  by Borrowers of an invoice from Agent Bank setting forth the
amount  of  such  Nonusage  Fee  for  each

                                       40
<PAGE>

applicable Fiscal Quarter, and on the Maturity Date.  Each Nonusage Fee shall be
promptly  distributed by Agent Bank to Lenders in proportion to their respective
Syndication  Interests  in  the  Credit  Facility.

c.     Concurrently  with the issuance of each Letter of Credit, Borrowers shall
pay  an  issuance  fee  to  the L/C Issuer ("L/C Fee") in an amount equal to the
Stated  Amount  of  each such Letter of Credit multiplied by two percent (2.00%)
per  annum  for the number of days elapsing from the issuance date to the Stated
Expiry  Date of each such Letter of Credit, but in no event shall the L/C Fee be
less  than  Five Hundred Dollars ($500.00) for each Letter of Credit.  From each
L/C  Fee  the  greater  of  Five Hundred Dollars ($500.00) or one quarter of one
percent (.25%) of the Stated Amount of each such Letter of Credit, calculated on
a  per annum basis as provided hereinabove, shall be retained by L/C Issuer
for  its  own  account  and  the  balance  of  each  L/C  Fee  shall be promptly
distributed  by  Agent  Bank  to  Lenders  in  proportion  to  their  respective
Syndication  Interests  in  the Credit Facility.  All L/C Fees paid by Borrowers
are  nonrefundable  and  shall  be  deemed  fully  earned  upon  issuance of the
applicable  Letter  of  Credit."

Section  2.10.     Late  Charges  and  Default  Rate.
a.     If  any  payment  due  under the Revolving Credit Note is not paid within
three  (3) Banking Business Days after receipt by Borrowers of written notice of
such  nonpayment  from Agent Bank, 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 Revolving Credit Note shall commence
accruing  interest  at a rate equal to five percent (5%) over the Base Rate (the
"Default  Rate") until all Events of Default which may exist have been cured, at
which  time  the  interest  rate  shall revert to the rate of interest otherwise
accruing  pursuant  to  the  terms  of  the  Revolving  Credit  Note.

c.     In  the  event  of  the  occurrence  of  an  Event  of Default,
Borrowers  agree  to  pay  all  reasonable  costs  of  collection, including the
reasonable  attorneys'  fees  incurred  by Agent Bank, 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 Event of Default.  In the event legal action is
commenced  for  the collection of any sums owing hereunder or under the terms of
the  Revolving  Credit  Note,  the  Borrowers  agree  that  any
                                       41
<PAGE>

judgment  issued  as  a  consequence of such action against Borrowers shall bear
interest  at  a  rate  equal  to  the  Default  Rate  until  fully  paid.

Section  2.11.     Net  Payments.  All payments under this Credit Agreement, the
Revolving  Credit  Note  and/or  a  L/C  Reimbursement  Obligation shall be made
without  set-off,  counterclaim,  recoupment  or defense of any kind 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 any Governmental Authority, 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  this Credit Agreement and the Revolving Credit 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 thirty (30) 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 thirty (30) 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.

Section 2.12.     Increased Costs.  If after the date hereof the adoption of, or
any  change  in,  any  applicable  law,  rule  or  regulation (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 future request or future directive (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 the Credit Facility, the Revolving Credit Note and/or L/C Reimbursement
Obligation or such Lender's obligation to make any funding of the Credit
Facility, or shall change  the basis of taxation of payments to such Lender of
the principal of, or interest on, the  Credit Facility or any other amounts due
under the Revolving Credit Note and/or a L/C Reimbursement Obligation in respect
of the Credit Facility or such Lender's obligation to fund the Credit Facility
(except for changes  in  the  rate  of  any  franchise  tax
                                       42
<PAGE>

or tax on the gross receipts or 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 Governmental Authority, or the
jurisdiction  where  each  Lender's  principal  office  is  located);  or

b.     With  respect  to the Bank Facilities or the obligation of the Lenders to
advance  Borrowings  under  the  Credit  Facility  or to issue or participate in
Letters  of  Credit  under  the  L/C  Facility,  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 the Credit
Facility,  the  Revolving  Credit  Note  or  such Lender's obligation to advance
Borrowings  under  the  Credit  Facility;
and  the result of any of the foregoing, as set forth in subsections (a), (b) or
(c)  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  of making or maintaining the Credit Facility, or to reduce the amount of
any  sum  or  rate  of  return  received  or receivable by such Lender under the
Revolving  Credit Note, then within thirty (30) days after demand by such Lender
(which  demand  shall be accompanied by a certificate setting forth the basis of
such  demand),  the  Borrowers 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  referred  to above or a
successor  thereto,  such  costs  which may be imposed upon such Lender) or such
reduction  of  any  sum  or  rate  of  return  received  or receivable under the
Revolving  Credit  Note.  A  certificate as to any additional amounts payable to
any  Lender  under  this  Section 2.12 submitted to the Borrowers by such Lender
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.

Section  2.13.     Mitigation;  Exculpation.

a.     Each Lender agrees that it will promptly notify the Borrowers in writing
upon its becoming aware that any payments are to become due to it under this
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
Closing  Date  no  such  amounts  are  payable  to  it.
                                       43
<PAGE>


b.     Borrowers  shall  not  be  liable  to  any  Lender for any payments under
Section  2.11 or 2.12 arising to the extent of such Lender's gross negligence or
wilful  misconduct  or  breach of any laws (other than as a result of Borrowers'
breach),  or for amounts which were incurred more than ninety (90) days prior to
the  date  Borrowers  are  notified  of  the  incurrence  of  such  amount.

                                  ARTICLE  II
                    CONDITIONS PRECEDENT TO THE CLOSING DATE
                    ----------------------------------------

A.     Closing  Conditions.  The  obligation of each of the Banks hereunder is
subject  to the following conditions precedent, each of which shall be satisfied
prior  to  May  10,  2000  (unless each of the Banks, in their sole and absolute
discretion,  shall  agree  otherwise).  The  occurrence  of  the Closing Date is
subject  to and contingent upon Agent Bank having received, in each case in form
and substance reasonably satisfactory to Banks, or in the case of an occurrence,
action  or  event,  the  occurrence  of  each  of  the  following:

Section  3.01.     Credit  Agreement.  Executed  counterparts  of  this  Credit
Agreement  in  sufficient  duplicate  originals  for  each  of  the  Banks.

Section  3.02.     The  Revolving  Credit  Note  and  Guaranty.

a.     The  Revolving  Credit  Note  duly  executed by the Borrowers in favor of
Agent  Bank.

b.     The  Guaranty  duly  executed  by  the  Guarantor in favor of Agent Bank.

Section  3.03.     Security Documentation.  The Security Documentation set forth
below,  duly  executed  by  Borrowers  or other party thereto, consisting of the
following:

a.     Deed  of  Trust;
b.     Financing  Statements;
c.     Assignment  of  Entitlements,  Contracts,  Rents  and  Revenues;  and
d.     Assignment  of  Golden  Horseshoe  Lease.
                                       44
<PAGE>

Section  3.04.     Other  Loan  Documents.  The  following  Loan  Documents duly
executed  by Borrowers and each other applicable party thereto consisting of the
following:

a.     Environmental  Certificate;

b.     Payment  Subordination  Agreement (for each Subordinated Debt outstanding
or  incurred  as  of  the  Closing  Date);  and

c.     Golden  Horseshoe  Lease  Estoppel  Certificate.

Section  3.05.     Articles  of  Incorporation,  Bylaws,  Corporate  Resolution,
Certificate  of  Good  Standing  and  Closing Certificate. Agent Bank shall have
received  from  each of the Borrowers: (i) a Certificate of Good Standing issued
by the Secretaries of State of the State of Colorado with respect to CCCC and of
the  State  of  Delaware  with  respect  to  WMCKAC,  WMCKVC  and Guarantor
(together with a Certificate of Good Standing as a foreign corporation issued by
the  Colorado  Secretary  of  State  with respect to WMCKAC and WMCKVC) and each
dated  within  thirty  (30) calendar days of the Closing Date and telephonically
confirmed  as  of  the  Closing  Date, (ii) a copy of the respective articles of
incorporation  and  by-laws certified as of the Closing Date to be true, correct
and  complete  by  a  duly  Authorized  Officer  of  each  of  the Borrowers and
Guarantor,  respectively, (iii) an  original Certificate of Corporate Resolution
and Certificate of Incumbency executed by the Secretary of each of the Borrowers
and  Guarantor  and  attested to by its respective President, Vice President, or
Treasurer  authorizing  each  such  Borrower  and  Guarantor  to  enter into all
documents  and agreements to be executed by it pursuant to this Credit Agreement
and  further authorizing and empowering the officer or officers who will execute
such  documents  and  agreements  with  the  authority and power to execute such
documents  and  agreements  on  behalf  of  each  respective  corporation,  (iv)
designation  by  corporate  resolution  and an original certificate ("Authorized
Officer  Certificate"),  substantially  in  the  form  of the Authorized Officer
Certificate  marked  "Exhibit  D",  affixed  hereto  and  by  this  reference
incorporated herein and made a part hereof, of the officers of Borrowers who are
authorized  to  give Notices of Borrowing, Compliance Certificates and all other
notices,  requests,  reports,  consents,  certifications  and  authorizations on
behalf  of  the  Borrowers  (each  individually  an  "Authorized  Officer"  and
collectively  the "Authorized Officers") and (v) an original closing certificate
("Closing  Certificate"),  substantially  in the form of the Closing Certificate
marked "Exhibit E", affixed hereto and by this reference incorporated herein and
made  a  part  hereof,  duly  executed  by  an  Authorized Officer of Borrowers.

Section 3.06. Opinion  of  Counsel.  The  opinion  of  counsel to the Borrowers
and Guarantor, dated  as  of  the  Closing Date and addressed to the Agent Bank
and each of the Banks,  together  with  their  respective  successors  and
assigns,
                                       45
<PAGE>

substantially in the form of the legal opinion marked "Exhibit
K",  affixed  hereto  and  by this reference incorporated herein and made a
part  hereof.

Section  3.07.     Title  Insurance  Policy.  The  Title  Insurance  Policy  (or
proforma  commitment  for  the issuance thereof) together with such endorsements
and  re-insurance  requirements  as  set  forth  in  the  Depository  Closing
Instructions.

Section  3.08.     Survey.  If  required by the Title Company as a condition for
the  issuance  of  the  Title  Policy, current ALTA survey for the Real Property
subject  to  exceptions  approved by Agent Bank prior to the Closing Date, which
must  (i)  be  certified to Agent Bank and the Title Company, (ii) show the Real
Property  to be free of encroachments, overlaps, and other survey defects, (iii)
show the courses and distances of the boundary lines for the Real Property, (iv)
show that all existing or to be constructed improvements are located within said
boundary  lines,  and  (v)  show  the  location  of  all  above and below ground
easements,  improvements, appurtenances, utilities, rights-of-way, water rights,
if  any,  and  ingress  and egress, by reference to book and page numbers and/or
filed map reference.  On or before the Closing Date, Borrowers shall comply with
all  other  survey  requirements  of Title Company for the issuance of the Title
Insurance  Policy.

Section  3.09.     Payment  of  Taxes.  Evidence satisfactory to Agent Bank that
all  past and current real and personal property taxes and assessments which are
presently  due  and  payable  applicable  to the Real Property have been paid in
full.

Section  3.10.     Insurance.  Copies  of  the  declaration pages of each of the
insurance  policies certified to be true and correct by an Authorized Officer of
the  Borrowers,  together  with  original  binders evidencing Borrowers as named
insured,  and  original  certificates  of  insurance, loss payable and mortgagee
endorsements  naming Agent Bank as mortgagee, loss payee and additional insured,
as  required by the applicable insurance provisions set forth in Section 5.09 of
this  Credit  Agreement.

Section  3.11.     Payment of Upfront Fees.  Payment by Borrowers of the Upfront
Fee  as  provided  in  Section  2.09(a)  hereinabove.

Section  3.12.Reimbursement for Expenses and Fees.  Reimbursement by Borrowers
for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in
connection with the Credit Facility, including, but not limited to, escrow
charges, title insurance  premiums, environmental examinations, recording fees,
appraisal fees, reasonable attorney's fees of Henderson & Morgan, LLC and
Colorado counsel retained by them, insurance consultant fees, and all other like
fees and expenses remaining unpaid as of the Closing Date to the extent then due
and payable on the Closing Date, provided that the amount then invoiced shall
not thereafter preclude Borrowers' obligation to pay such  costs  and expenses
relating  to
                                       46
<PAGE>

the closing of the Credit Facility following the Closing Date
or  to  reimburse  Agent  Bank  for  the  payment  thereof.

Section 3.13.     Schedule of Spaceleases and Equipment Leases and Contracts.  A
Schedule  of  Spaceleases  (Schedule  4.16)  and  Equipment Leases and Contracts
(Schedule  4.17)  in  each  instance  setting  forth the name of the other party
thereto,  a  brief  description of each spacelease, equipment lease and contract
and  the  commencement and ending date thereof, to the extent known to Borrowers
as  of  the  Closing  Date.

Section  3.14.     Environmental  Site Assessments.  No additional Environmental
Site  Assessment  or  Assessments  of  the  Real Property described on the Title
Report  shall  be  required  as  of  the  Closing  Date.

Section  3.15.     Lease  and  Option.

a.     A  true  and  correct  copy  of  the  Golden  Horseshoe  Lease and of all
amendments  and  modifications  thereto;  and

b.     A  true and correct copy of the T-Shirt Shop Option and of all amendments
and  modifications  thereto.

Section  3.16.     Schedule  of  all  Significant  Litigation.  A  Schedule  of
Significant Litigation (Schedule 3.16), in each instance setting forth the names
of  the  other  parties  thereto,  a  brief description of such litigation,
whether  or  not such litigation is covered by insurance and, if so, whether the
defense  thereof  and  liability  therefor  has  been accepted by the applicable
insurance  company  indicating  whether such acceptance of such defenses with or
without  a  reservation  of rights, the commencement date of such litigation and
the  amount  sought to be recovered by the adverse parties thereto or the amount
which  is  otherwise  in  controversy.

Section  3.17.     Financial  Statements.  For  Fiscal  Year  1999,  audited
consolidated financial statements of Guarantor including consolidating schedules
which  present  the  balance  sheet  and statement of operations of the Borrower
Consolidation.

Section 3.18. No  Injunction or Other Litigation.  No law or regulation shall
prohibit, and no order, judgment or decree of any Governmental Authority shall,
and no litigation shall be pending or threatened which in the reasonable
judgment of the Agent Bank would or would reasonably be expected to, enjoin,
prohibit, limit or restrain  the execution and delivery of this Credit Agreement
or the performance by the Borrowers of any other obligations in respect thereof.
                                       47
<PAGE>

Section  3.19.     Additional  Documents  and  Statements.  Such  additional
documents,  affidavits,  certificates  and  opinions  as  Lenders may reasonably
require  to  insure  compliance  with this Credit Agreement.  The statements set
forth  in  Section  3.21  shall  be  true  and  correct.

     B.     Conditions  Precedent  to  all  Borrowings.  The  obligation of each
Lender  and Agent Bank to make any Borrowing requested to be made on any Funding
Date  is subject to the occurrence of each of the following conditions precedent
as  of  such  Funding  Date:

Section 3.20.     Notice of Borrowing.  With respect to any Borrowing, the Agent
Bank  shall have received in accordance with Section 2.03 on or before such
Funding Date an original and duly executed Notice of Borrowing or facsimile copy
thereof,  to  be  promptly  followed  by  an  original.

Section 3.21.     Certain Statements.  On the Closing Date and as of the Funding
Date  the  following  statements  shall  be  true  and  correct:

a.     The  representations  and  warranties  with  respect  to  the  Borrowers
contained  in Article IV hereof (other than representations and warranties which
expressly  speak  only as of a different date which shall be true and correct as
of  such  date) are true and correct on and as of the Funding Date and as of the
Closing  Date  in  all  material respects as though made on and as of that 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 this Credit Agreement or
by  any  other  Loan  Document,  or which is otherwise consented to by Requisite
Lenders;

b.     The  representations  and  certifications  contained in the Environmental
Certificate  are  true  and  correct  in  all  material  respects  (other  than
representations and warranties which expressly speak only as of a different date
which  shall  be  true  and  correct  as  of  such  date);

c.     Since  the  date  of  the most recent financial statements referred to in
Section  5.08,  no  Material  Adverse  Change  shall  have  occurred;  and

d.     No  event  has  occurred  or  as  a result of any Borrowings contemplated
hereby  would  occur and is continuing, or would result from the making thereof,
which  constitutes  a  Default  or  Event  of  Default  hereunder.

Section 3.22     Gaming  Permits.  The Borrowers Consolidation shall have all
Gaming Permits material to or required for the conduct of its gaming businesses
and the conduct of  games  of  chance  at  the  Casino  Facilities  and  such
                                       48
<PAGE>

Gaming  Permits  shall  not  then  be  suspended, enjoined or
prohibited  (for  any  length  of  time)  by  any  Gaming Authority or any other
Governmental  Authority.

                                 ARTICLE  II
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     To  induce  Banks  to  enter  into  this  Credit  Agreement,  Borrowers and
Guarantor  make  the  following  representations  and  warranties:

Section  4.01.     Organization;  Power  and Authorization.  WMCKAC, WMCKVC and
Guarantor  are  each a corporation duly organized and validly existing under the
laws of the State of Delaware.  CCCC is a corporation duly organized and validly
     existing  under  the  laws  of  the  State  of Colorado.  Each Borrower and
Guarantor  (i)  has  all requisite corporate power, authority and legal right to
execute  and  deliver  each  document, agreement or certificate to which it is a
party  or  by  which  it  is  bound  in  connection with the Credit Facility, to
consummate  the  transactions  and  perform  its  obligations  hereunder  and
thereunder, and to own its properties and assets and to carry on and conduct its
business  as presently conducted or proposed to be conducted, and (ii) has taken
all  necessary  corporate  action  to  authorize  the  execution,  delivery  and
performance of this Credit Agreement and the other Loan Documents to which it is
a  party or by which it is bound and to consummate the transactions contemplated
hereunder  and  thereunder.

Section  4.02.     Authority;  Compliance  with other Agreements and Instruments
and  Government  Regulations.  The  execution,  delivery  and  performance  by
Borrowers  and Guarantor, as applicable, of the Loan Documents and the execution
of  the  Loan  Documents  have  been  duly authorized by all necessary corporate
action  and  do  not:

a.     require  any  consent  or approval not heretofore obtained of any member,
director,  stockholder,  security  holder  or  creditor  of  such  Party;

b.     violate  or  conflict  with  any  provision  of  such Party's articles of
incorporation  or  bylaws,  as  applicable;

c.     violate  any  requirement of Law, including any Gaming Law, applicable to
such  Party;

d.     constitute  a  "transfer  of  an  interest"  or an "obligation incurred"
that is avoidable  by  a  trustee  under  Section 548 of the Bankruptcy Code of
1978, as amended,  or  constitute  a  "fraudulent conveyance," "fraudulent
obligation" or "fraudulent
                                       49
<PAGE>

transfer"  within  the meanings of the Uniform Fraudulent Conveyances Act
or  Uniform  Fraudulent Transfer Act, as enacted in any applicable jurisdiction;
or

e.     result  in  a breach of, or would, with the giving of notice or the lapse
of time or both, constitute a breach of or default under, or cause or permit the
acceleration  of  any  obligation  owed  under,  any indenture or loan or credit
agreement  or any other Contractual Obligation to which such Party is a party or
by  which  such  Party  or  any  of  its  assets  are  bound  or  affected.

Section  4.03.     Litigation.  Except  as  disclosed  on  the  Schedule  of
Significant  Litigation  delivered  in connection with Section 3.16, to the best
knowledge of Borrowers and Guarantor, after due inquiry and investigation, there
is  no  action, suit, proceeding, inquiry, hearing or investigation pending
or  threatened,  in  any  court  of law or in equity, or before any Governmental
Authority,  which could reasonably be expected to result in any Material Adverse
Change  in  any  Casino  Facility  or  in  its  business,  financial  condition,
properties or operations.  To the best knowledge of Borrowers, after due inquiry
and investigation, no Borrower is in violation of or default with respect to any
order,  writ,  injunction,  decree  or  demand of any such court or Governmental
Authority.

Section 4.04.     Agreements Legal, Binding, Valid and Enforceable.  This Credit
Agreement,  the  Revolving Credit Note, the Security Documentation and all other
Loan  Documents, when executed and delivered by Borrowers in connection with the
Credit  Facility  and the Guaranty when executed and delivered by Guarantor will
constitute  legal,  valid  and  binding  obligations of Borrowers and Guarantor,
respectively,  enforceable  against  Borrowers  and Guarantor, as applicable, in
accordance  with their respective terms, except as may be limited by bankruptcy,
insolvency,  reorganization,  moratorium  and  other laws of general application
relating  to  or affecting the enforcement of creditors' rights and the exercise
of  judicial  discretion  in  accordance  with  general  principles  of  equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).

Section 4.05.     Information and Financial Data Accurate; Financial Statements;
No Adverse Change.  All information and financial and other data previously
furnished in writing by Borrowers and/or Guarantor in connection with the Credit
Facility was true, correct and complete in all material respects as of the date
Furnished (unless subsequently corrected prior to the date hereof), and there
has been no Material Adverse Change with respect thereto to the date of this
Credit Agreement since the dates thereof.  No information has been omitted which
would make the information previously furnished in such financial statements to
Banks misleading or incorrect in any material respect to the date of this Credit
Agreement.  Any  and  all  financial statements heretofore furnished to Banks by
Borrowers  and/or  Guarantor:  (i)  present  fairly  the  financial  position of
Borrowers  and/or  Guarantor,  as  the  case  may  be,
                                       50
<PAGE>

as at their respective dates and the results of operations and
changes  in  cash  flows for the periods to which they apply, and (ii) have
been  prepared,  except  as  noted therein, in conformity with GAAP applied on a
consistent  basis  throughout  the  periods  involved.  Since  the  date  of the
financial  statements  referred  to  in  this  Section  4.05,  there has been no
Material  Adverse  Change  in the financial condition, business or operations of
the  Borrowers  and/or  Guarantor.

Section  4.06.     Governmental  Approvals.  All  consents, approvals, orders or
authorizations  of,  or registrations, declarations, notices or filings with any
Governmental Authority and any other Person, which may be required in connection
with  the  valid  execution  and delivery of this Credit Agreement and the other
Loan  Documents  by Borrowers and Guarantor, as applicable, and the carrying-out
or performance of any of the transactions required or contemplated hereunder, or
thereunder,  by  Borrowers,  have  been obtained or accomplished and are in full
force  and  effect.  All  consents,  approvals,  orders or authorizations of, or
registrations,  declarations, notices or filings with any Governmental Authority
and  any  other  Person,  the  failure  of which could reasonably be expected to
result  in  a  Material  Adverse  Change,  which may be required by Borrowers in
connection  with  the  use  and  operation  of  the  Casino Facilities have been
obtained  or  accomplished  and  are  in  full  force  and  effect.

Section  4.07.     Payment  of Taxes.  Borrowers have duly filed or caused to be
filed all federal, state and local tax reports and returns which are required to
be  filed  by  them  and  have  paid  or made provisions for the payment of, all
material  taxes,  assessments, fees and other governmental charges which have or
may  have  become  due  pursuant  to  said  returns or otherwise pursuant to any
assessment  received  by Borrowers except such taxes, assessments, fees or other
governmental  charges,  if  any,  as  are  being  contested in good faith by any
Borrower  by  appropriate proceedings and for which such Borrower has maintained
adequate  reserves  for  the  payment  thereof  in  accordance  with  GAAP.

Section  4.08 Title to Properties.  Borrowers shall have good and marketable fee
title to the Real Property (other than the Golden Horseshoe Property) as the
same is defined as of the Closing Date, at all times during the term of the
Credit Facility. Borrowers shall have a leasehold interest in and to the Golden
Horseshoe Property pursuant to the Golden Horseshoe Lease or fee title to the
Golden Horseshoe Property at all times during the term of  the Credit Facility.
Borrowers  and  Guarantor  have  good and marketable title to:  (a) all of their
respective  properties  and  assets  reflected  in  the  most  recent  financial
statements  referred  to  in  Section 4.05 hereof as owned by them (except those
properties and assets disposed of since the date of said financial statements in
the  ordinary  course  of  business  or those properties and assets which are no
longer  used  or  useful  in  the conduct of its businesses), including, but not
limited  to,  Borrowers'  interest  in  patents,  trademarks,  tradenames,
servicemarks,  and
                                       51
<PAGE>

licenses  relating to or pertaining to the Casino Facilities,
and (b) all properties and assets acquired by them subsequent to the date of the
most  recent  financial statements referred to in Section 4.05 hereof.  All
such  properties  and  assets  are  not  subject  to  any liens, encumbrances or
restrictions  except Permitted Encumbrances.  All roads, easements and rights of
way  necessary for the full utilization of the Real Property have been completed
and/or  obtained.

Section  4.09.     No  Untrue  Statements.  All  statements, representations and
warranties  made by Borrowers and Guarantor, in this Credit Agreement, any other
Loan  Document  and  any  other  agreement,  document, certificate or instrument
previously  furnished  or to be furnished by Borrowers and/or Guarantor to Banks
pursuant  to the provisions of this Credit Agreement, (i) are and shall be true,
correct  and complete in all material respects, at the time they were made, (ii)
do  not  and shall not contain (at the time they were made) any untrue statement
of  a  material  fact, and (iii) do not and shall not omit to state (at the time
they  were  made)  a  material  fact  necessary in order to make the information
contained  herein  or  therein  not  misleading  or  incomplete.  Borrowers  and
Guarantor  understand  that  all such statements, representations and warranties
shall  be  deemed  to have been relied upon by Banks as a material inducement to
establish  the  Credit  Facility.

Section  4.10.     Brokerage  Commissions.  No person is entitled to receive any
brokerage  commission, finder's fee or similar fee or payment in connection with
the  extensions  of  credit contemplated by this Credit Agreement as a result of
any  agreement entered into by Borrowers.  No brokerage or other fee, commission
or  compensation is to be paid by Banks with respect to the extensions of credit
contemplated  hereby as a result of any agreement entered into by Borrowers, and
Borrowers agree to indemnify Banks against any such claims for brokerage fees or
commissions  and  to  pay all expenses including, without limitation, reasonable
attorney's  fees  incurred by Banks in connection with the defense of any action
or  proceeding  brought  to  collect  any  such  brokerage  fees or commissions.

Section  4.11.     No Defaults.  Borrowers are not in violation of or in default
with  respect  to  any applicable Laws which materially and adversely affect the
business  or financial condition of the Casino Facilities.  Without limiting the
generality  of  the foregoing, Borrowers are not in violation or default (nor is
there  any waiver in effect which, if not in effect, would result in a violation
or default) in any material and adverse respect under any indenture, evidence of
indebtedness,  loan  or  financing agreement or other agreement or instrument of
whatever  nature to which they, or any of them, are a party or by which they, or
any of them, are bound, which in any case could reasonably be expected to result
in  a  Material  Adverse  Change.

Section  4.12.     Employee  Retirement  Income  Security  Act  of  1974.  No
Reportable Event has occurred and is continuing with respect to any Pension Plan
                                       52
<PAGE>

under  ERISA,  that gives rise to liabilities that materially
adversely  affect  the  financial  condition  or  operations  of  Borrowers.

Section  4.13.     Subsidiaries.  As  of the Closing Date, Borrowers do not have
any  Subsidiaries  which  are  not  members  of  the  Borrower  Consolidation.

Section  4.14.     Utility  Services.  All  utility  services  necessary for the
Casino  Facilities  including,  without  limitation,  electrical, water, gas and
sewage services and facilities are presently in service and fully operational at
the  Casino  Facilities.

Section  4.15.     Policies  of  Insurance.  Each of the copies of the policies,
declaration pages, original binders and certificates of insurance evidencing the
Policies  of Insurance as required under Section 5.09 with respect to the Casino
Facilities  delivered  to  Agent  Bank  by  Borrowers (i) is a true, correct and
complete copy of the respective original thereof as in effect on the date hereof
or  thereof,  without  amendments  or  modifications of any of said documents or
instruments not included in such copies, and (ii) has not been terminated and is
in  full  force  and  effect.  Borrowers are not in default in the observance or
performance  of  its  obligations  under  said  documents  and  instruments, and
Borrowers  have  all  things  required  to be done as of the date of this Credit
Agreement  to  keep  unimpaired  their  rights  thereunder.

Section  4.16.     Spaceleases.  A  schedule  of  all  executed  Spaceleases
pertaining  to the Casino Facilities, or any portion thereof, in existence as of
the  Closing  Date  hereof,  is  set  forth  on  Schedule  4.16 attached hereto.

Section  4.17.     Equipment  Leases  and Contracts.  A schedule of all executed
Equipment  Leases  and  Contracts  pertaining  to  the  Casino Facilities or any
portion  thereof, in existence on the date hereof, is set forth on Schedule 4.17
attached  hereto.

Section  4.18.     Gaming  Permits  and  Approvals.  As of the Closing Date, all
Gaming  Permits  required to be held by Borrowers necessary for the operation of
gaming activities at the Casino Facilities will be current and in good standing.

Section  4.19.     Environmental  Certificate.  The  representations  and
certifications  contained  in the Environmental Certificate are true and correct
in  all  material  respects.

Section  4.20.     Compliance with Statutes, etc. To the best of their
knowledge, Borrowers are in compliance  in  all  material respects with all
applicable statutes, regulations and  orders  of,  and  all  applicable
restrictions  imposed  by,  all
                                       53
<PAGE>

Governmental  Authorities, domestic or foreign, in respect of
the  conduct  of  their  business  and  the  ownership  of  their  property.

Section  4.21.     Investment  Company  Act.  No  Borrower  is  an  "investment
company"  nor  a  company  "controlled"  by  an "investment company," within the
meaning  of  the  Investment  Company  Act  of  1940,  as  amended.

Section 4.22.     Public Utility Holding Company Act.  No Borrower is a "holding
company,"  nor a "subsidiary company" of a "holding company," nor an "affiliate"
of  a  "holding  company"  nor of a "subsidiary company" of a "holding company,"
within  the  meaning  of  the  Public  Utility  Holding  Company Act of 1935, as
amended.

Section  4.23.     Labor  Relations.  There  is  no  strike  or work stoppage in
existence,  or  to  the  best  knowledge  of Borrowers threatened, involving any
Borrower  or  the  Casino  Facilities.

Section  4.24.     Trademarks,  Patents,  Licenses,  Franchises,  Formulas  and
Copyrights.  Borrowers  own all the patents, trademarks, permits, service marks,
trade  names,  copyrights,  licenses,  franchises  and  formulas, or has a valid
license  or sublicense of rights with respect to the foregoing, and has obtained
assignments of all leases and other rights of whatever nature, necessary for the
present  conduct  of  their business at the Casino Facilities, without any known
conflict with the rights of others which, or the failure to obtain which, as the
case may be, could reasonably be expected to result in a Material Adverse Change
on  the  business,  operations,  property,  assets  or  condition  (financial or
otherwise)  of  Borrowers  taken  as  a  whole.

Section  4.25.     Contingent  Liabilities.  As  of  the Closing Date, Borrowers
have  incurred  no  material Contingent Liabilities (any Contingent Liability in
excess  of One Million Dollars ($1,000,000.00) being deemed material) other than
those  described  on  Schedule  4.25.

Section  4.26      Golden  Horseshoe  Lease.  The  copies  of  the  Golden
Horseshoe Lease and all modifications and amendments thereto (if any) which have
been delivered to Agent Bank  in accordance with Section 3.15 are each a true,
correct and complete copy of the respective original thereof, as in effect on
the Closing Date, and no amendments or modifications have been made to such
Golden Horseshoe Lease, except as set forth by documents delivered to Agent Bank
in accordance with said Section  3.15 or otherwise reasonably approved in
writing by Requisite Lenders. The Golden Horseshoe Lease has not been terminated
and is in full force and effect. WMCKAC is not in default in the observance or
performance of any of its obligations under the Golden Horseshoe Lease and has
done all things required to be done as of the Closing Date to keep unimpaired
its rights thereunder.
                                       54
<PAGE>

                                   ARTICLE  II
                  GENERAL COVENANTS OF BORROWERS AND GUARANTOR
                  --------------------------------------------

     To  induce  the Banks to enter into this Credit Agreement and establish the
Credit  Facility,  Borrowers  and  Guarantor  covenant  to  Banks  as  follows:

     A.     Affirmative  Covenants.

Section  5.01.     FF&E.  Borrowers  shall furnish, fixture and equip the Casino
Facilities  with  FF&E they reasonably deem appropriate for the operation of the
Casino  Facilities.  All  FF&E  that  is  purchased  and installed in the Casino
Facilities  shall  be  purchased  free  and  clear of any liens, encumbrances or
claims,  other than Permitted Encumbrances.  If Borrowers should sell, transfer,
convey or otherwise dispose of any FF&E and not replace such FF&E with purchased
items of equivalent value and utility or replace said FF&E with leased FF&E
of  equivalent  value  and  utility, within the permissible leasing and purchase
agreement  limitation  set  forth  herein,  to the extent such non-replaced FF&E
exceeds  a  cumulative  aggregate  value  of  One Hundred Fifty Thousand Dollars
($150,000.00)  during  the  term  of  the  Credit  Facility,  Borrowers shall be
required to immediately, permanently reduce the Maximum Permitted Balance of the
Credit Facility by the amount of the Capital Proceeds of the FF&E so disposed of
in  excess  of  such  One Hundred Fifty Thousand Dollars ($150,000.00), subject,
however, to the right of Agent Bank to verify to its reasonable satisfaction the
amount  of  said  Capital Proceeds; in the event Agent Bank and Borrowers do not
agree  as  to  the  value  of the FF&E disposed of and the amount of the Capital
Proceeds, then Borrowers, at their sole cost and expense, shall obtain a written
appraisal  of  the  FF&E  disposed  of,  in excess of One Hundred Fifty Thousand
Dollars  ($150,000.00)  as  provided  hereinabove,  from an appraiser reasonably
satisfactory  to  Agent Bank, setting forth said values and amounts, and Lenders
agree  to  accept  the results of said appraisal.  The Maximum Permitted Balance
shall  immediately  be  reduced  without  duplication  by the amount of the FF&E
disposed  of,  in excess of One Hundred Fifty Thousand Dollars ($150,000.00), as
set  forth  by  such  appraisal.

Section 5.02.      Permits;  Licenses  and  Legal  Requirements. Borrowers shall
comply  in  all material respects with and keep in full force and effect, as and
when required, all Gaming Permits and all material permits, licenses and
approvals obtained from any Governmental Authorities which are required for the
operation and use of the Casino Facilities. Borrowers shall comply in all
material respects with all applicable material existing and future laws, rules,
regulations, orders, ordinances  and  requirements of all Governmental
Authorities, and with all recorded restrictions affecting the Casino Facilities.
All material contracts and  agreements relating to the operation of the Casino
Facilities shall be held in  the  name  of  a  Borrower.
                                       55
<PAGE>

Section 5.03.     Compliance with Payment Subordination Agreement.  Until Credit
Facility  Termination,  Borrowers  and  Guarantor shall fully perform and comply
with  all  covenants,  terms  and conditions imposed or assumed by Borrowers and
Guarantor  under the Payment Subordination Agreement executed in connection with
the  Subordinated  Debt.

Section  5.04.     Protection Against Lien Claims.  Borrowers shall give written
notice  to  Agent  Bank  on  or  before  ten  (10) days of any Borrower's actual
knowledge  thereof,  of any lien claim filed against any Borrower or any portion
of the Real Property.  Borrowers shall promptly pay and discharge or cause to be
paid  and  discharged  all  claims  and  liens  for labor done and materials and
services  supplied  and  furnished  in  connection with the Casino Facilities in
accordance with this Section 5.04.  If any mechanic's lien or materialman's lien
shall  be  recorded,  filed or suffered to exist against any portion of the Real
Property or any interest therein by reason of work, labor, services or materials
supplied, furnished or claimed to have been supplied and furnished to the Casino
Facilities  upon  Borrowers' receipt of written notice from Agent Bank demanding
the  release  and  discharge  of  such  lien,  said lien or claim shall be paid,
released  and  discharged of record within sixty (60) days following its receipt
of  such  notice.

Section  5.05.     No  Change  in  Character  of Business. Until Credit Facility
Termination  Borrowers  shall  not  effect  a  material change in the nature and
character  of  their business at the Casino Facilities as presently contemplated
and  disclosed  to  Banks.

Section  5.06.     Preservation  and  Maintenance  of  Properties  and  Assets;
Acquisition  of  Additional  Property.

a.     Until  Credit  Facility  Termination,  (a) Borrowers shall operate,
maintain and preserve  all rights, privileges, franchises, licenses, Gaming
Permits and other properties  and  assets  necessary  to  conduct  their
businesses and the Casino Facilities,  the  absence of which would result in a
Material Adverse Change, in accordance  in  all  material  respects  with  all
applicable governmental laws, ordinances,  approvals,  rules  and regulations
and requirements, including, but not  limited to, zoning, sanitary, pollution,
building, environmental and safety laws  and  ordinances,  rules  and
regulations  promulgated thereunder, and (b) Borrowers  shall  not  consolidate
with, remove, demolish, materially alter, discontinue the use of, sell,
transfer, assign, hypothecate or otherwise dispose of  to  any Person (other
than to another member of the Borrower Consolidation),any  part  of their
properties and assets necessary for the continuance of their business,  as
presently  conducted and as presently contemplated, other than in the  normal
course of business or as otherwise permitted pursuant to this Credit
Agreement.
                                       56
<PAGE>


b.     Furthermore, notwithstanding the provisions contained in Section 5.25, in
the  event  any  Borrower, Guarantor or any Affiliate and/or Subsidiary thereof,
shall  acquire  the  fee interest in the T-Shirt Shop or shall acquire any other
real  property or rights to the use of real property which is used in a material
manner in connection with the Casino Facilities, or any of them, Borrowers shall
concurrently with the acquisition of such real property or the rights to the use
of  such  real property, execute or cause the execution of such documents as may
be  necessary to add such real property or rights to the use of real property as
Collateral  under  the  Credit  Facility.  Borrowers shall not remove, demolish,
materially alter, discontinue the use of, sell, transfer, assign, hypothecate or
otherwise  dispose  of  to  any  Person, any part of their properties and assets
necessary for the continuance of their businesses, as presently conducted, other
than  in  the  normal  course of Borrowers' business and as provided in Sections
5.01  and  5.07.

Section  5.07.     Repair  of  Properties  and  Assets.  Until  Credit  Facility
Termination,  Borrowers  shall,  at  their  own  cost and expense, (a) maintain,
preserve  and keep in a manner consistent with gaming casino operating practices
generally  applicable  to  casino  operations  operating  in  the Cripple Creek,
Colorado  area,  their assets and properties, including, but not limited to, the
Collateral  and  all  FF&E  owned or leased by Borrowers in good and substantial
repair,  working  order and condition, ordinary wear and tear excepted, (b) from
time  to  time,  make  or cause to be made, all repairs, replacements, renewals,
improvements  and  betterments  to  the  Casino  Facilities  that Borrowers deem
reasonably  necessary,  and  (c)  from  time  to  time, make such substitutions,
additions,  modifications  and  improvements  that  Borrowers  deem  reasonably
necessary.  All  alterations, replacements, renewals, or additions made pursuant
to  this  Section  5.07  shall  become  and constitute a part of said assets and
property  and subject, inter alia, to the provisions of Section 5.01 and subject
to  the  lien  of  the  Security  Documentation.

Section  5.08.     Financial  Statements;  Reports;  Certificates  and Books and
Records.  Until  Credit  Facility  Termination,  the  Borrower Consolidation and
Guarantor  shall,  unless  the  Agent  Bank  (with  the  written approval of the
Requisite  Lenders)  otherwise  consents,  at  Borrowers'  Consolidation  and
Guarantor's  sole  expense,  deliver to the Agent Bank and each of the Lenders a
full  and  complete  copy  of  each  of  the  following:

a.     As  soon  as practicable, and in any event within forty-five (45) days
after the end of each Fiscal Quarter following the Closing Date, the balance
sheet of the Borrower Consolidation as at the end of such Fiscal Quarter and an
income statement, statement of operations and a statement of cash flows for the
Fiscal Quarter under review and reflecting year-to-date performance of the
Borrower Consolidation and, a comparison of the financial performance of the
Borrower Consolidation to the prior Fiscal Year's operations.  Such financial
Statements shall  be  certified  by  an
                                       57
<PAGE>

Authorized Officer of the Borrower Consolidation as fairly presenting the
financial  condition,  results of operations and cash flows of the Borrower
Consolidation  in accordance with GAAP, except as noted therein, as at such date
and  for  such  periods,  subject  only  to  normal  year-end accruals and audit
adjustments;

b.     As  soon  as  practicable,  and  in any event within forty-five (45) days
after  the end of each Fiscal Quarter (including the fourth (4th) Fiscal Quarter
in  any  Fiscal  Year),  a  pricing  certificate in the form marked "Exhibit G",
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  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  the  Borrower
Consolidation 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; provided, however, that in the event that
Borrowers  do  not  deliver a Pricing Certificate when due, then until (but only
until)  such  Pricing  Certificate is delivered as provided herein, the Leverage
Ratio  shall be deemed, for the purpose of determining the Applicable Margin, to
be  greater  than  3.0  to 1.0 and the Applicable Margin determined with respect
thereto;

c.     As  soon as practicable, and in any event within one hundred twenty (120)
days  after  the  end  of  each  Fiscal  Year, the balance sheet of the Borrower
Consolidation  as  at  the  end  of  such  Fiscal  year and an income statement,
statement of operations and statement of cash flows for such Fiscal Year, all in
reasonable  detail.  Such  financial  statements shall be prepared in accordance
with  GAAP, except as noted therein, and such balance sheet and statements shall
be  accompanied  by  a  report  of  independent public accountants of recognized
standing  selected  by the Borrower Consolidation and reasonably satisfactory to
the  Requisite  Lenders  (it  being  understood that any "Big 6" accounting firm
shall  be  automatically  deemed  satisfactory  to the Requisite Lenders), which
report  shall  be  prepared  in  accordance  with  generally  accepted  auditing
standards  as  at  such  date, and shall not be subject to any qualifications or
exceptions  as  to  the  scope  of  the  audit nor to any other qualification or
exception  determined  by  the  Requisite  Lenders  in their good faith business
judgment  to  be  adverse  to the interests of the Banks.  Concurrently with the
submission  of  such  annual  audited  financial  statements,  such  independent
certified  public  accountants  shall  additionally  furnish  to  Agent  Bank  a
Compliance  Certificate,  certifying  that  such  independent  certified  public
accountant  has  no  actual  knowledge  of  any  Default  or  Event  of Default;

d.     As  soon  as practicable, and in any event within forty-five (45) days
after the commencement  of  each  Fiscal  Year,  a  budget  for  the  Borrowers,
                                       58
<PAGE>

including  for  such  Fiscal  Year, projected statement of operations and
projected  statement  of  cash  flow,  all  in  reasonable  detail;

e.     As  soon  as  reasonably  practical after each Fiscal Year End, but in no
event  later  than  forty-five  (45)  days  following  each Fiscal Year End, the
Borrower  Consolidation  shall  submit to Agent Bank, with sufficient copies for
distribution  to  each  of  the  Lenders,  an internally prepared annual capital
expenditure  budget  with  respect to the Casino Facilities for the next ensuing
Fiscal Year, which shall be reconciled as of the end of each Fiscal Quarter with
actual  Capital  Expenditures made to the date of such Fiscal Quarter end.  Each
such  quarterly  reconciliation shall be made as soon as practicable, and in any
event  within  forty-five  (45)  days  after  the  end  of  each Fiscal Quarter;

f.     On  or  before  forty-five (45) days after the end of each Fiscal Quarter
following  the  Closing  Date, and continuing until Credit Facility Termination,
the  Borrower Consolidation shall, at the Borrower Consolidation's sole expense,
deliver  to  the  Agent  Bank  for distribution by it to the Banks, a Compliance
Certificate  in  each  instance  duly  and  accurately prepared and signed by an
Authorized  Officer;

g.     Until  Bank  Facility  Termination, the Borrower Consolidation shall keep
and  maintain  complete  and accurate books and records.  Borrowers shall permit
Banks  and  any authorized representatives of Banks to have reasonable access to
and  to  inspect,  examine and make copies of the books and records, any and all
accounts, data and other documents of Borrowers at all reasonable times upon the
giving  of  reasonable notice of such intent.  In addition:  (i) in the event of
the  occurrence  of  any  Default  or Event of Default, or (ii) in the event any
Material  Adverse  Change  occurs,  Borrowers  shall  promptly, and in any event
within  three  (3)  days  after  actual  knowledge thereof, notify Agent Bank in
writing  of  such  occurrence;

h.     Promptly  after  the  same  are  available, copies of each annual report,
quarterly  report, proxy or financial statement or other report or communication
sent  to  the  stockholders  of  Guarantor,  and  copies of all annual, regular,
periodic  and  special  reports  and registration statements which Guarantor may
file  or  be  required to file with the Securities and Exchange Commission under
Section  13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not
otherwise  required to be delivered to the Banks pursuant to other provisions of
this  Section  5.08;  and

i.     Until  Credit  Facility  Termination,  Borrowers  and Guarantor shall
furnish to Agent  Bank,  with  sufficient copies for distribution to each of the
Banks any financial information or other information bearing on the financial
status of the Borrowers which is reasonably requested by Agent Bank or Requisite
Lenders.
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<PAGE>


Section  5.09.     Insurance.  Borrowers  shall obtain, or cause to be obtained,
and  shall  maintain  or  cause  to  be  maintained  with  respect to the Casino
Facilities,  at  all  times throughout the period commencing on the Closing Date
and  continuing until Credit Facility Termination at their own cost and expense,
and  shall  deposit  with  Agent  Bank  on  or  before  the  Closing  Date:

a.     Property  Insurance.  The  Borrower  Consolidation shall maintain an "All
Risk"  (special  causes  of  loss or equivalent), including flood and earthquake
perils  with  a  sublimit  of  no less than One Million Dollars ($1,000,000.00),
covering  the  building and improvements, and any other permanent structures for
one  hundred  percent (100%) of the replacement cost.  Upon the request of Agent
Bank,  replacement  cost  for  insurance  purposes  will  be  established  by an
independent appraiser mutually selected by Borrowers and Agent Bank.  The policy
will  include  Agreed  Amount  (waiving  co-insurance) and replacement cost
valuation  and  building  ordinance  endorsements.  The  policy  will  include a
standard  mortgagee  clause (ISO form or equivalent) and provide that all losses
in  excess  of  One  Hundred Thousand Dollars ($100,000.00) be adjusted with the
Agent  Bank.  The  Borrowers  waive  any  and  all rights of subrogation against
Banks.

b.     Personal  Property  (including machinery, equipment, furniture, fixtures,
stock).  The  Borrower Consolidation shall maintain "All Risk" property coverage
for  all  personal  property  owned, leased or for which any Borrower is legally
liable.  Such  policy  shall include a Lenders Loss Payable endorsement in favor
of  Agent  Bank.
          The policy providing real property and personal property coverages, as
specified  in  5.09(a)  and (b) hereinabove, may include a deductible of no more
than  Ten  Thousand  Dollars  ($10,000.00) for any single occurrence.  Flood and
earthquake  deductibles  can  be  no  more  than  Twenty-Five  Thousand  Dollars
($25,000.00),  if  a  separate  deductible  applies.

c.     Business  Interruption/Extra  Expense.  The  Borrower Consolidation shall
maintain  combined  Business  Interruption/Extra  Expense  coverage with a limit
representing no less than one hundred percent (100%) of the projected annual net
profit  plus  continuing  expenses  (including debt service) for the Casino
Facilities.  Such  coverage shall also include extensions for off premises power
losses  and  an  extended  period  of indemnity of ninety (90) days endorsement.
These coverages may have a deductible of no greater than twenty-four (24) hours,
or  Twenty-Five Thousand Dollars ($25,000.00), if a separate deductible applies.

d.     Boiler  and  Machinery.  The  Borrower Consolidation shall maintain a
Boiler and Machinery policy for the Casino Facilities written on a Comprehensive
Form with a  combined  direct  and indirect limit of no less than Two Million
Five Hundred Thousand  Dollars  ($2,500,000.00).  The  policy  shall  include
                                       60
<PAGE>

extensions  for Agreed Amount (waiving co-insurance) and Replacement Cost
Valuation.  The  policy  may contain deductibles of no greater than Ten Thousand
Dollars  ($10,000.00)  direct  and  twenty-four  (24)  hours  indirect.

e.     Crime Insurance.  The Borrower Consolidation shall obtain a comprehensive
crime  policy,  including  the  following  coverages:

          (i)      employee  dishonesty  -  Five  Hundred  Thousand  Dollars
                   ($500,000.00);

          (ii)     money  and securities (inside) - One Hundred Thousand Dollars
                   ($100,000.00);

          (iii)    money  and  securities  (outside)  -  One  Hundred  Thousand
                   Dollars  ($100,000.00);

          (iv)     depositor's  forgery  -  One  Hundred  Thousand  Dollars
                   ($100,000.00);

          (v)      computer  fraud - One Hundred Thousand Dollars ($100,000.00).

          The policy must be amended so that money is defined to include "tokens
and  chips" (as defined by the Gaming Laws).  The policy may contain deductibles
of  no  greater than Fifty Thousand Dollars ($50,000.00) for employee dishonesty
and  Ten  Thousand  Dollars  ($10,000.00) for all other agreements listed above.

f.     Commercial  General  Liability  (1996  form or equivalent).  The Borrower
Consolidation  shall  maintain  a Commercial General Liability policy with a One
Million  Dollar  ($1,000,000.00)  combined  single  limit  for bodily injury and
property  damage,  including  Products Liability, Contractual Liability, and all
standard  policy  form extensions.  The policy must provide a Two Million Dollar
($2,000,000.00)  general aggregate (per location, if multi-location risk) and be
written  on an "occurrence form".  The policy will include extensions for Liquor
legal, Employee Benefits legal, Innkeepers legal and Safe Deposit legal.  If the
general  liability policy contains a self-insured retention, it shall be no
greater than Five Thousand Dollars ($5,000.00) per occurrence, with an aggregate
retention  of no more than One Hundred Thousand Dollars ($100,000.00), including
expenses.

          The  policy  shall  be endorsed to include Agent Bank as an additional
insured  on behalf of the Banks.  Definition of additional insured shall include
all officers, directors, employees, agents and representatives of the additional
insured.  The  coverage
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<PAGE>

for  additional insured shall apply on a primary basis irrespective of any other
insurance  whether  collectible  or  not.

g.     Automobile.  Borrowers  shall  maintain  a  comprehensive  Automobile
Liability  Insurance  Policy  written under coverage "symbol 1", providing a One
-Million  Dollar ($1,000,000.00)  combined  single  limit  for bodily injury and
property damage covering all owned, non-owned and hired vehicles of the Borrower
Consolidation.  If the policy contains a self insured retention it shall be
no  greater  than  Five  Thousand  Dollars  ($5,000.00)  per occurrence, with an
aggregate  retention of no more than One Hundred Thousand Dollars ($100,000.00),
including  expenses.

h.     Workers  Compensation  and  Employers  Liability Insurance.  The Borrower
Consolidation  shall  maintain  a  standard  workers  compensation  policy  in
compliance  with  all  applicable  laws  of  the  State  of  Colorado, including
employers  liability  coverage  subject  to  a limit of no less than One Million
Dollars  ($1,000,000.00) each employee, One Million Dollars ($1,000,000.00) each
accident,  One  Million  Dollars ($1,000,000.00) policy limit.  The policy shall
include endorsements for Voluntary Compensation Coverage and Stop Gap Liability.
If  the  Borrower  Consolidation has elected to self-insure Workers Compensation
coverage  in the State of Colorado, the Agent Bank must be furnished with a copy
of  the  certificate  from the state permitting self-insurance and evidence of a
Stop  Loss  Excess  Workers  Compensation policy with a specific retention of no
greater  than  One  Hundred  Fifty  Thousand  Dollars  ($150,000.00).

i.     If the Borrower Consolidation's general liability and automobile policies
include  a  self-insured  retention,  it is agreed and fully understood that the
Borrower  Consolidation  is  solely  responsible  for payment of all amounts due
within  said  self-insured  retentions.  Any  Indemnification/Hold  Harmless
provision is extended to cover all liabilities associated with said self-insured
retentions.

j.     Umbrella Liability.  An Umbrella Liability policy shall be purchased with
a  limit  of  not  less  than Fifteen Million Dollars ($15,000,000.00) providing
excess  coverage  over all limits and coverages indicated in paragraphs (f), (g)
and  (h)  above.  The  limits  can  be  obtained by a combination of Primary and
Excess  Umbrella  policies,  provided  that  all  layers  follow  form  with the
underlying  policies  indicated  in  (f),  (g)  and  (h)  and  are written on an
"occurrence"  form.  This  policy shall be endorsed to include the Agent Bank as
an  additional  insured  on behalf of the Banks, in the same manner set forth in
Section  5.09(f)  hereinabove.

k.      All  policies indicated above shall be written with insurance companies
licensed and admitted to do business in the State of Colorado and shall be rated
no lower than "A XII" in the most recent addition of A.M. Best and "AA" in the
most recent edition of Standard & Poor's, or such other carrier reasonably
acceptable to
                                       62
<PAGE>

Agent  Bank.  All  policies  discussed above shall be endorsed to provide
that in the event of a cancellation, non-renewal or material modification, Agent
Bank  shall  receive  thirty  (30)  days prior written notice thereof.  The
Borrower  Consolidation  shall furnish Agent Bank with Certificates of Insurance
executed by an authorized agent of the applicable insurance company or companies
evidencing  compliance  with  all insurance provisions set forth in Section 5.09
(a)  through  (j)  on an annual basis.  Certificates of Insurance executed by an
authorized  agent of each carrier providing insurance evidencing continuation of
all  coverages  set forth in Section 5.09 (a) through (j) will be provided on or
before  the  Closing  Date  and annually on or before ten (10) days prior to the
expiration  of  each  policy.  All certificates and other notices related to the
insurance  program  shall  be  delivered  to  Agent  Bank  concurrently with the
delivery  of  such  certificates  or  notices  to  such carrier or to Borrowers.

I.     Any  other  insurance  reasonably requested by Agent Bank in such amounts
and  covering  such  risks  as  may  be reasonably required and customary in the
hotel/casino  industry  in  the  general  location  of  the  Casino  Facilities.

Section  5.10.     Taxes.  Throughout the term of the Credit Facility, Borrowers
shall  prepare  and  timely  file  or  cause to be prepared and timely filed all
federal,  state  and local tax returns required to be filed by it, and Borrowers
shall pay and discharge prior to delinquency all material taxes, assessments and
other  governmental  charges  or levies imposed upon them, or in respect of
any of their respective properties and assets except such taxes, assessments and
other  governmental  charges  or  levies, if any, as are being contested in good
faith by Borrowers in the manner which is set forth for such contests by Section
4.07  herein.

Section  5.11.     Permitted Encumbrances Only.  Until Credit Facility
Termination, Borrowers shall not  create,  incur,  assume  or  suffer  to  exist
any mortgage, deed of trust, pledge,  lien,  security  interest, encumbrance,
attachment, levy, distraint, or other  judicial  process  or burdens of any kind
and nature except the Permitted Encumbrances  on  or  with respect to the
Collateral, except (a) with respect to matters  described in Section 5.04 and
5.10, such items as are being discharged, released  and/or contested, as the
case may be, in the manner described therein, written notice of all tax lien
contests and all other items involving amounts in excess  of $250,000.00 in the
aggregate having been given to Agent Bank, and (b) with  respect  to  any other
items involving amounts in excess of $250,000.00 in the  aggregate,  if  any, as
are  being contested in good faith by appropriate proceedings  and  for  which
Borrowers  have  given
                                       63
<PAGE>

written  notice  thereof  to  Agent  Bank and have maintained
adequate  reserves  for  the  payment  thereof.

Section  5.12.     Advances.  Until  Credit  Facility  Termination, if Borrowers
should  fail  (i)  to  perform  or  observe, or (ii) to cause to be performed or
observed,  any  covenant  or  obligation  of  such  Borrowers  under this Credit
Agreement  or  any  of  the  other  Loan  Documents,  the failure of which could
reasonably  be expected to result in a Material Adverse Change, then Agent Bank,
upon  the giving of reasonable notice, may (but shall be under no obligation to)
take  such  steps  as  are  necessary  to  remedy  any  such  non-performance or
non-observance  and  provide for payment thereof.  All amounts advanced by Agent
Bank  or  Lenders  pursuant  to  this  Section  5.12  shall become an additional
obligation  of  Borrowers  to  Lenders secured by the Security Documentation and
other  Loan Documents, shall reduce the amount of Available Borrowings and shall
become  due and payable by Borrowers on the next interest payment date, together
with  interest  thereon  at  a  rate  per  annum equal to the Default Rate (such
interest  to  be  calculated  from  the  date of such advancement to the date of
payment  thereof  by  Borrowers).

Section 5.13.     Further Assurances.  Borrowers, Guarantor, Agent Bank and each
of the Banks will, at the expense of the Borrowers, do, execute, acknowledge and
deliver,  or  cause  to  be  done,  executed,  acknowledged  and delivered, such
amendments  or  supplements  hereto  or  to  any  of the Loan Documents and such
further  documents,  instruments  and transfers as any such party may reasonably
require  for the curing of any defect in the execution or acknowledgement hereof
or  in  any of the Loan Documents, or in the description of the Real Property or
other  Collateral  or for the proper evidencing of giving notice of each lien or
security  interest securing repayment of the Credit Facility.  Further, upon the
execution  and  delivery of the Deed of Trust and each of the Loan Documents and
thereafter,  from time to time, Borrowers shall cause the Deed of Trust and each
of  the  Loan  Documents  and each amendment and supplement thereto to be filed,
registered and recorded and to be refiled, re-registered and re-recorded in such
manner and in such places as may be reasonably required by the Requisite Lenders
or  Agent Bank, in order to publish notice of and fully protect the liens of the
Security  Documentation  and  to  protect  or  continue  to perfect the security
interests created by the Security Documentation in the Collateral and to perform
or cause to be performed from time to time any other actions required by law and
execute  or  cause  to  be executed any and all instruments of further assurance
that  may  be  necessary  for  such  publication,  perfection,  continuation and
protection.

Section 5.14.     Indemnification.  Borrowers  and  Guarantor  agree  to and do
hereby jointly and severally indemnify,  protect, defend and save harmless Agent
Bank and each of the Banks and their respective directors, trustees, officers,
employees, agents, attorneys and shareholders (individually an "Indemnified
Party" and collectively the  "Indemnified  Parties")  from  and  against  any
and  all losses, damages,
                                       64
<PAGE>

expenses  or  liabilities  of  any  kind  or  nature from any
investigations,  suits,  claims,  demands  or  other  proceedings,  including
reason-able  counsel  fees  incurred  in  investigating or defending such claim,
suffered  by  any  of them and caused by, relating to, arising out of, resulting
from,  or  in  any way connected with this Credit Agreement, with any other Loan
Document  or  with  the  transactions contemplated herein and thereby; provided,
however,  Borrowers  and Guarantor shall not be obligated to indemnify, protect,
defend  or  save  harmless an Indemnified Party if, and to the extent, the loss,
damage,  expense  or liability was caused by (a) the gross negligence or willful
or  intentional  misconduct of such Indemnified Party, or (b) the breach of this
Credit  Agreement  or  any  other Loan Document by such Indemnified Party or the
breach  of  any  laws,  rules or regulations by an Indemnified Party (other than
those  breaches of laws arising from any Borrower's or Guarantor's default).  In
case any action shall be brought against any Indemnified Party based upon any of
the above and in respect to which indemnity may be sought against Borrowers
and/or  Guarantor,  Agent  Bank shall promptly notify Borrowers and Guarantor in
writing, and Borrowers and Guarantor shall assume the defense thereof, including
the  employment  of  counsel  selected by Borrowers and Guarantor and reasonably
satisfactory  to Agent Bank, the payment of all costs and expenses and the right
to  negotiate  and consent to settlement.  Upon reasonable determination made by
an  Indemnified  Party that such counsel would have a conflict representing such
Indemnified  Party and Borrowers and Guarantor, the applicable Indemnified Party
shall have the right to employ, at the expense of Borrowers, separate counsel in
any  such  action  and  to  participate  in  the defense thereof.  Borrowers and
Guarantor  shall  not  be  liable for any settlement of any such action effected
without  its  consent, but if settled with Borrowers' or Guarantor's consent, or
if  there be a final judgment for the claimant in any such action, Borrowers and
Guarantor  agree to indemnify, defend and save harmless such Indemnified Parties
from and against any loss or liability by reason of such settlement or judgment.
In  the  event  that any Person is adjudged by a court of competent jurisdiction
not  to  have been entitled to indemnification under this Section 5.14, it shall
repay  all amounts with respect to which it has been so adjudged.  If and to the
extent  that  the  indemnification provisions contained in this Section 5.14 are
unenforceable  for  any reason, the Borrowers and Guarantor hereby agree to make
the  maximum  contribution  to  the payment and satisfaction of such obligations
that  is  permissible under applicable law.  The provisions of this Section 5.14
shall  survive  the  termination  of this Credit Agreement, the repayment of the
Credit  Facility and the assignment or subparticipation of all or any portion of
the  Syndication  Interest  held  by  any  Lender  pursuant  to  Section  10.10.

Section 5.15.     Compliance With Other Loan Documents.  Borrowers and Guarantor
shall  comply  in  all material respects with each and every term, condition and
agreement  contained  in  the  Loan  Documents.
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<PAGE>


Section  5.16.     Suits  or Actions Affecting Borrowers.  Until Credit Facility
Termination,  Borrowers  shall  promptly advise Agent Bank in writing within ten
(10)  days of any Borrower's knowledge of (a) any Significant Litigation claims,
litigation,  proceedings  or  disputes  (whether or not purportedly on behalf of
Borrowers)  against,  or  to  the  actual  knowledge of Borrowers, threatened or
affecting  any Borrower which could reasonably be expected to result in an award
of  monetary  damages  in excess of One Million Dollars ($1,000,000.00), (b) any
material  labor  controversy  resulting  in or threatening to result in a strike
against the Casino Facilities, or (c) any proposal by any Governmental Authority
to  acquire  any  of  the  material  assets  or  business  of  Borrowers.

Section  5.17.     Maintenance  of  Designated  Deposit  Account.  Until  Credit
Facility Termination, Borrowers shall maintain the Designated Deposit Account to
facilitate  the  operational  process  of  the  Credit  Facility.

Section  5.18.     Notice to Gaming Authorities Board.  Borrowers shall make all
required  reports  and  disclosures to the Gaming Authorities on a timely basis.

Section  5.19.     Tradenames,  Trademarks  and Servicemarks.  No Borrower shall
assign  or in any other manner alienate its interest in any material tradenames,
trademarks  or  servicemarks  relating  or  pertaining  to the Casino Facilities
during  the  term  of  the  Credit  Facility,  except  pursuant  to the Security
Documentation.  No  Borrower  shall  change  its name without first giving sixty
(60)  days prior written notice to Agent Bank, together with evidence reasonably
satisfactory  to the Agent Bank that all notices and other documents required to
be  delivered,  recorded  or  filed in order to perfect and protect the security
interest  granted  by  such Borrower to the Banks in such trademarks, tradenames
and  servicemarks  and  the  other  Collateral  have been so delivered, recorded
and/or  filed.

Section  5.20.     Notice  of  Hazardous  Materials.  Within  ten  (10)  days
after  any  Borrower obtaining  actual  knowledge  thereof,  Borrowers shall
immediately advise Agent Bank  and  each  of the Lenders in writing and deliver
a copy of (a) any and all enforcement, clean-up, removal or other governmental
or regulatory actions expected to cost in excess of Two Hundred Fifty Thousand
Dollars ($250,000.00) instituted, completed or threatened pursuant to any
applicable federal, state or local  laws,  ordinances  or regulations relating
to any Hazardous Materials (as defined  in  the Environmental Certificate)
affecting the Collateral ("Hazardous Materials  Laws");  (b) all claims made or
threatened by any third party against any  Borrower  or  the Casino Facilities
in excess of Two Hundred Fifty Thousand Dollars  ($250,000.00) relating to
damage, contribution, cost recovery compensation, loss or injury resulting from
any Hazardous Materials (the matters set forth in clauses (a) and (b) above are
hereinafter referred to as "Hazardous Materials  Claims"); and (c) the discovery
of any occurrence or condition on any real  property  adjoining or in the
vicinity of the Casino Facilities that could cause  the  Real Property or any
part thereof to be classified as a "border-zone
                                       66
<PAGE>

property" under the provisions of, or to be otherwise subject
to  any  restrictions on the ownership, occupancy, transferability or use of the
Casino  Facilities  under,  any  Hazardous  Materials  Laws.

Section 5.21.     Compliance with Statutes, etc.  Borrowers will comply with all
applicable  statutes, regulations and orders of, and all applicable restrictions
imposed by, all Governmental Authorities, domestic or foreign, in respect of the
conduct  of  their  business  and  the  ownership  of  the  property  (including
applicable  statutes,  regulations,  orders  and  restrictions  relating  to
environmental standards and controls) the non-compliance with which would result
in  a  Material  Adverse  Change.

Section  5.22.     Compliance  with  Access  Laws.

a.     Borrowers  agree  that  Borrowers  and the Casino Facilities shall at all
times  comply  in  all material respects with the applicable requirements of the
Americans  with  Disabilities  Act  of  1990; the Fair Housing Amendments Act of
1988;  and  other federal, state or local laws or ordinances related to disabled
access;  or  any  statute,  rule,  regulation,  ordinance, order of Governmental
Authorities,  or  order  or  decree of any court adopted or enacted with respect
thereto,  as  now  existing  or  hereafter amended or adopted (collectively, the
"Access Laws").  At any time, Agent Bank may require a certificate of compliance
with  the  Access  Laws  and indemnification agreement in a form reasonably
acceptable  to  Agent  Bank.  Agent  Bank  may  also  require  a  certificate of
compliance  with  the  Access  Laws  from an architect, engineer, or other third
party  acceptable  to  Agent  Bank.

b.     Notwithstanding any provisions set forth herein or in any other document,
Borrowers  shall  not  alter  or  permit any tenant or other person to alter the
Casino  Facilities  in  any  manner  which  would  increase  any  Borrower's
responsibilities  for  compliance with the Access Laws without the prior written
approval  of  Agent  Bank.  In  connection  with  such  approval, Agent Bank may
require  a  certificate  of  compliance  with the Access Laws from an architect,
engineer  or  other  person  acceptable  to  Agent  Bank.

c.     Borrowers  agree  to  give  prompt  written  notice  to Agent Bank of the
receipt by any Borrower of any claims of violation of any of the Access Laws and
of  the  commencement  of  any  proceedings  or  investigations  which relate to
compliance  with  any  of  the  Access  Laws.

d.     Borrowers  and  Guarantor  shall  and do hereby jointly and severally
indemnify, defend and hold harmless Indemnified Parties from and against any and
all claims, demands, damages, costs, expenses, losses, liabilities, penalties,
fines and other proceedings including, without limitation, reasonable attorneys'
fees and expenses arising directly or indirectly  from  or  out of or in any way
connected  with  any  failure of the Casino Facilities to comply with any of the
Access  Laws.  The  obligations
                                       67
<PAGE>

and  liabilities  of  Borrowers  and  Guarantor  under this section shall
survive  Facility  Termination,  any  satisfaction,  assignment,  judicial  or
nonjudicial  foreclosure  proceeding,  or  delivery  of  a  deed  in  lieu  of
foreclosure.

Section  5.23..     Golden  Horseshoe  Lease.

a.     Until  Credit  Facility  Termination,  Borrowers  shall fully perform and
comply  with  or  cause  to be performed and complied with all of the respective
material covenants, material terms and material conditions imposed or assumed by
them,  or any of them, as lessee under the Golden Horseshoe Lease.  None of
the  Borrowers  shall amend, modify or terminate, or enter into any agreement to
amend,  modify or terminate the Golden Horseshoe Lease without the prior written
consent  of  Agent  Bank.

b.     On  or  before  June  30,  2003, Borrowers shall either: (i) give written
notice  to  Teller  Realty,  Inc. of Borrowers' intent to exercise the option to
purchase the Golden Horseshoe Property under the Golden Horseshoe Lease; or (ii)
provide for the term of the Golden Horseshoe Lease to be extended until at least
June 30, 2010, according to terms and conditions which are reasonably acceptable
to  Requisite  Lenders.

Section  5.24.     Office  Building.

a.     On  or  before forty-five (45) days following the Closing Date, Borrowers
shall  deliver  to  Agent  Bank  an  Environmental Site Assessment of the Office
Building  Parcel.

b.     Promptly following the written request of Agent Bank, but in any event no
later  than  ten (10) Banking Business Days following Borrowers' receipt of such
request,  Borrowers  shall  duly  execute  and  deliver such additional Security
Documentation  as may be reasonably required by Agent Bank and its attorneys for
the  purpose  of  adding  the  Office Building Parcel as Collateral for the Bank
Facilities.

c.     All reasonable costs and expenses of adding the Office Building Parcel as
additional Collateral shall be paid by Borrowers, including, without limitation,
all  reasonable  attorneys  fees,  title insurance premiums and recording costs.

Section  5.25.     Additional  Real  Property  Acquisitions.

a.     Borrowers  may  acquire  title to Additional Real Property Acquisitions
that are vacant  or  otherwise  not  improved  with any buildings or structures
without limitation. Provided, however, that prior to the expenditure of any
Capital Expenditures or further Investment for the construction of any buildings
or structures  on
                                       68
<PAGE>

such  Additional  Real Property Acquisition, Borrowers shall: (i) deliver
to  Agent Bank an Environmental Site Assessment of such Additional Real Property
Acquisition, (ii) receive written approval of such Environmental Site Assessment
from  Agent Bank, and (iii) promptly following the written request of Agent
Bank,  but  in  any event no later than ten (10) Banking Business Days following
Borrowers'  receipt  of  such  request, duly execute and deliver such additional
Security  Documentation  as  may  be  reasonably  required by Agent Bank and its
attorneys  for  the  purpose  of  adding the applicable Additional Real Property
Acquisition  as  Collateral  for  the  Bank  Facilities.

b.     Borrowers  shall  not  acquire  title  to  any  Additional  Real Property
Acquisition that is improved with a building or other structure unless and until
Borrowers  shall  have:  (i)  delivered  to  Agent  Bank  an  Environmental Site
Assessment  of  such Additional Real Property Acquisition, (ii) received written
approval  of  such  Environmental  Site  Assessment  from  Agent Bank, and (iii)
promptly  following the written request of Agent Bank, but in any event no later
than  ten  (10)  Banking  Business  Days  following  Borrowers'  receipt of such
request,  duly  executed and delivered such additional Security Documentation as
may  be  reasonably  required by Agent Bank and its attorneys for the purpose of
adding the applicable Additional Real Property Acquisition as Collateral for the
Bank  Facilities.

c.     All  reasonable  costs  and expenses of adding each applicable Additional
Real  Property  Acquisition as additional Collateral shall be paid by Borrowers,
including,  without  limitation,  all reasonable attorneys fees, title insurance
premiums  and  recording  costs.

Section  5.26.     Updated  Appraisal.  In  the  event  of  the  occurrence of a
Default  or  Event  of  Default or if at any time an appraisal of the Collateral
prepared  in  compliance with FIRREA is determined to be necessary by Agent Bank
or  Requisite  Lenders,  Borrowers  agree  to pay all reasonable fees, costs and
expenses  incurred  by  Agent  Bank  in  connection  with  the  engagement  and
preparation of such appraisal.  Borrowers shall not be obligated to pay for more
than  one  of  such  appraisals.

                                  ARTICLE  II
                               FINANCIAL COVENANTS
                               -------------------

     Until  Credit  Facility  Termination, Borrowers and Guarantor agree, as set
forth  below,  to  comply  or  cause  compliance  with  the  following Financial
Covenants.
Section 6.01.      Leverage Ratio. Commencing on the Closing Date and continuing
as of each Fiscal Quarter end until the Maturity Date, the Borrower
Consolidation shall maintain a maximum  Leverage  Ratio  no  greater  than  3.10
to  1.00.
                                       69
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Section  6.02.     Interest  Expense  Coverage Ratio.  Commencing on the Closing
Date  and  continuing as of each Fiscal Quarter end until the Maturity Date, the
Borrower  Consolidation shall maintain a minimum Interest Expense Coverage Ratio
no  less  than  1.50  to 1.00.  Each Interest Expense Ratio calculation shall be
made  on  a  cumulative basis with respect to each applicable Fiscal Quarter and
the  most  recently  ended three (3) preceding Fiscal Quarters on a rolling four
(4)  Fiscal  Quarter  basis.

Section  6.03.     TFCC Ratio.  Commencing as of the Closing Date and continuing
as  of  each  Fiscal  Quarter  end  until  the  Maturity  Date,  the  Borrower
Consolidation  shall maintain a minimum TFCC Ratio of no less than 1.10 to 1.00.
Each  TFCC Ratio calculation shall be made on a cumulative basis with respect to
each  applicable  Fiscal Quarter and the most recently ended three (3) preceding
Fiscal  Quarters  on  a  rolling  four  (4)  Fiscal  Quarter  basis.

Section  6.04.     Restriction  on  Transfer of Ownership. Until Credit Facility
Termination,  all of the issued and outstanding capital stock of WMCKVC shall be
owned  by  Guarantor and all of the issued and outstanding capital stock of CCCC
and  WMCKAC  shall  be  owned  by  WMCKVC.

Section  6.05.     Total Indebtedness.  The Borrower Consolidation shall not owe
or  incur  any  Indebtedness,  except  as  specifically  permitted  hereinbelow:

a.     Funded  Outstandings  under  the  Credit  Facility;

b.     Secured  Interest  Rate  Hedges  up  to  the aggregate amount of Eighteen
Million  Dollars  ($18,000,000.00);

c.     Secured  purchase  money  Indebtedness  and  Capital  Lease  Liabilities
relating  to  FF&E to be used in connection with the Casino Facilities up to the
maximum  aggregate  principal  amount  of  Two  Hundred  Fifty  Thousand Dollars
($250,000.00)  at  any  time  outstanding;

d.     Indebtedness  to  Guarantor  or  any Subsidiary or Affiliate of Guarantor
which  is  not  a  member  of  the  Borrower Consolidation shall not exceed Five
Hundred  Thousand  Dollars  ($500,000.00)  in  the  aggregate  at  any  time;

e.     The  Indebtedness  evidenced  by  the  BGP  Note;  and

f.     The  Subordinated  Debt  as  of  the  Closing  Date and any additional
unsecured subordinated  debt,  the rate of interest and repayment terms of which
are first approved  in  writing  by  Agent  Bank  and  for  which  a payment
subordination agreement,  in the form of Exhibit I hereto, has been first
executed in favor of Agent  Bank  on  behalf  of  Lenders.
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<PAGE>

Section  6.06.     Capital  Expenditures.  Commencing  with  the  Closing  Date,
Borrowers  shall  make,  or cause to be made, annual Capital Expenditures to the
Casino  Facilities  in  a  minimum  amount of Two Hundred Fifty Thousand Dollars
($250,000.00)  during  each  Fiscal  Year.  In  no  event  shall  the  Borrower
Consolidation expend in excess of Five Hundred Thousand Dollars ($500,000.00) on
Non-Financed  Capital  Expenditures  during  any  Fiscal  Year.

Section  6.07.     Other  Liens.  Borrowers  shall  not  grant,  consent  to  or
otherwise  agree  to liens, encumbrances or negative pledges with respect to any
of its respective assets or any of the Collateral, other than (a) liens existing
as  of  the  Closing  Date acceptable to the Agent Bank and disclosed in writing
prior  to  the  Closing Date, (b) liens permitted under the terms of this Credit
Agreement  as  Permitted Encumbrances, and (c) liens created or evidenced by the
Security  Documentation.

Section  6.08.     Consolidation, Merger, Sale of Assets, etc.  No Borrower will
wind  up,  liquidate  or  dissolve  its affairs or enter into any transaction of
merger  or  consolidation,  or  convey,  sell, lease or otherwise dispose of (or
agree  to do any of the forgoing at any future time) all or any material part of
its  property  or  assets,  except  that  (i)  the  Borrowers  may make sales of
inventory  in the ordinary course of business and (ii) the Borrowers may, in the
ordinary  course  of  business,  sell  or  otherwise  dispose  of  FF&E which is
uneconomic  or  obsolete  subject  to  the provisions set forth in Section 5.01.

Section  6.09.     Investment  Restrictions.  Other  than  Investments  held  by
Borrowers  as  of  the  date  of this Credit Agreement or as otherwise permitted
herein  or  approved  in writing by Agent Bank, the Borrower Consolidation shall
not  make  any  Investments  (whether  by  way  of loan, stock purchase, capital
contribution,  or  otherwise)  other  than  the  following:

a.     Direct  obligations  of  the  United  States  Government;

b.     Prime  commercial  paper  (AA  rated  or  better);

c.     Certificates  of  Deposit  or Repurchase Agreement issued by a commercial
bank  having  capital  surplus  in  excess  of  One  Hundred  Million  Dollars
($100,000,000.00);

d.     Money  market  or  other  funds  of  nationally  recognized  institutions
investing  solely  in  obligations  described  in  (a),  (b)  and  (c)  above;

e.     Loans  and  advances to Guarantor or to any Subsidiary or Affiliate of
Guarantor which  is  not  a  member of the  Borrower  Consolidation  shall  not
                                       71
<PAGE>

exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate at any
one  time;

f.     Investments  and  Capital  Expenditures  in  the  Casino  Facilities;

g.     Investments  for the acquisition of the T-Shirt Shop pursuant to exercise
of  the  option  to  purchase  which  is  granted  by  the  T-Shirt Shop Option;

h.     Investments  and  Capital  Expenditures  to  the  Office Building Parcel;

i.     Investments  for  the  acquisition  of  title to Additional Real Property
Acquisitions  and  Investments  and Capital Expenditures for the construction of
buildings and other improvements thereon subject to the conditions precedent and
provisions  set  forth  in  Section  5.25;  and

j.     Investments  for the acquisition of the Double Eagle Hotel & Casino up to
the  maximum  cumulative  aggregate  amount of One Million Five Hundred Thousand
Dollars  ($1,500,000.00),  provided  that  the  terms  and  conditions  of  such
investment  are  first  approved  by Requisite Lenders in their sole discretion.

Section  6.10.     Ratio  of  Guarantor  Funded  Debt  to Borrower Consolidation
EBITDA.  The  ratio  of Guarantor's consolidated Funded Debt (excluding all debt
of  Century  Casinos  Africa, or any of its Subsidiaries which is related to the
Caledon  Investment  and  which  is nonrecourse as to Guarantor) to the Borrower
Consolidation's  EBITDA  as of the end of each Fiscal Quarter shall be less than
or  equal  to  4.00  to  1.00.

Section  6.11.     Contingent  Liabilities.  Borrowers  shall  not  incur  any
Contingent Liabilities, other than Secured Interest Rate Hedges up to the limits
provided  in  Section  6.05(b).

Section  6.12.     ERISA.  Borrowers  shall  not:

a.     At  any time, permit any Pension Plan which is maintained by Borrowers or
to  which Borrowers are obligated to contribute on behalf of their employees, in
such  case  if  to  do  so  would  constitute  a  Material  Adverse  Change, to:
               (i)   engage  in any non-exempt "prohibited transaction", as such
term  is  defined  in  Section  4975  of  the  Code;

               (ii)  incur  any  material  "accumulated  funding deficiency", as
that  term  is  defined  in  Section  302  of  ERISA;  or
                                       72
<PAGE>


               (iii) suffer a termination event to occur which may reasonably be
expected  to  result  in  liability  of  Borrowers to the Pension Plan or to the
Pension  Benefit  Guaranty  Corporation  or  the  imposition  of  a  lien on the
Collateral  pursuant  to  Section  4068  of  ERISA.

b.     Fail, upon Borrowers becoming aware thereof, promptly to notify the Agent
Bank  of  the  occurrence  of any "reportable event" (as defined in Section
4043  of  ERISA)  or  of  any non-exempt "prohibited transaction" (as defined in
Section  4975  of the Code) with respect to any Pension Plan which is maintained
by  Borrowers  or  to  which  Borrowers are obligated to contribute on behalf of
their  employees  or  any  trust  created  thereunder.

c.     At  any  time,  permit  any Pension Plan which is maintained by
Borrowers  or  to  which  Borrowers are obligated to contribute on behalf of its
employees  to  fail to comply with ERISA or other applicable laws in any respect
that  would  result  in  a  Material  Adverse  Change.

Section  6.13.     Margin  Regulations.  No  part  of the proceeds of the Credit
Facility  will  be used by Borrowers to purchase or carry any Margin Stock or to
extend  credit  to  others  for the purpose of purchasing or carrying any Margin
Stock.  Neither  the  making  of such loans, nor the use of the proceeds of such
loans will violate or be inconsistent with the provisions of Regulations G, T, U
or  X  of  the  Board  of  Governors  of  the  Federal  Reserve  System.

Section  6.14.     No  Subsidiaries.  Other  than WMCKVC's ownership of CCCC and
WMCKAC,  Borrowers  shall  not  own or create any Subsidiaries without the prior
written  consent  of  Agent  Bank.

Section  6.15.     Transactions with Affiliates.  Transactions by Borrowers with
Affiliates  of  Borrowers  or  Guarantor other than arms length transactions for
fair  market  value  shall  be  and  are  hereby  prohibited.

Section  6.16.     Change  in  Accounting  Principles.  Except as otherwise
provided herein, if any changes  in accounting principles from those used in the
preparation of the most recent financial statements delivered to Agent Bank
pursuant to the terms hereof are hereinafter required or permitted by the rules,
regulations, pronouncements and  opinions  of  the  Financial  Accounting
Standards  Board  or the American Institute  of  Certified  Public  Accountants
(or successors thereto or agencies with  similar  functions) and are adopted by
the Borrowers with the agreement of their  independent  certified  public
accountants  and such changes result in a change in the method of calculation of
any of the financial covenants, standards or  terms  found  herein, the parties
hereto agree to enter into negotiations in order  to amend such provisions so as
to equitably reflect such changes with the desired  result  that  the
                                       73
<PAGE>
criteria  for evaluating the financial condition of Borrowers
shall  be  the  same  after  such  changes as if such changes had not been made;
provided,  however,  that  no  change  in  GAAP  that would affect the method of
calculation of any of the financial covenants, standards or terms shall be given
effect  in such calculations until such provisions are amended, in a manner
satisfactory  to Agent Bank, Requisite Lenders and Borrowers, to so reflect such
change  in  accounting  principles.

                                   ARTICLE  II
                                EVENTS OF DEFAULT
                                -----------------

Section  7.01.     Events  of  Default.  Any  of  the  following  events and the
passage  of  any applicable notice and cure periods shall constitute an Event of
Default  hereunder:

a.     Any representation or warranty made by Borrowers or Guarantor pursuant to
     or in connection with this Credit Agreement, the Revolving Credit Note, the
Environmental  Certificate,  or  any  other  Loan  Document  or  in  any report,
certificate,  financial  statement  or  other  writing furnished by Borrowers or
Guarantor  in  connection  herewith,  shall  prove  to  be  false,  incorrect or
misleading  in  any  materially  adverse aspect as of the date when made (unless
cured  within  thirty  (30) days of the date when made if such representation or
warranty  is  capable  of  being  cured);

b.     Borrowers  shall  have  defaulted  in  the payment of any interest on the
Revolving  Credit  Note  for  a period of five (5) days from the date Agent Bank
gives  written  notice  that  such payment is due or shall have defaulted in the
payment  of  any  principal  on the Revolving Credit Note for two (2) days after
written  notice  thereof  is  delivered  to  Borrowers  by  Agent  Bank;

c.     Any of the Security Documentation or any provision thereof shall cease to
be in full force and effect in any material respect or shall cease to give the
Agent Bank in any material respect the liens, rights, powers and privileges
Purported to be created thereby or the Borrowers shall default in the due
performance or observance of any term, covenant or agreement on their part to be
performed or observed pursuant to the Security Documentation for a period of
thirty (30) days after  written  notice  thereof  is  delivered to Borrowers by
Agent Bank or any Lender  of  such failure (or such shorter period following
such notice as may be specifically  required  in  any  Loan  Document), provided
that with respect to default of any term, covenant or agreement (other than a
Financial Covenant) which cannot be cured within such thirty (30) day period in
the reasonable judgment of Agent Bank, Borrowers shall have a period of ninety
(90) days to cure such default so long as Borrowers commence such cure within
the thirty (30) day period  and  diligently  continues  to  cure  such  default;
                                       74
<PAGE>


d.     Borrowers  shall  have  defaulted  in  the  payment  of  any late charge,
Non-usage  Fees,  expenses, indemnities or any other amount owing under any Loan
Document  for  a  period of five (5) days after notice thereof to Borrowers from
Agent  Bank;

e.     Borrowers  or  Guarantor  shall  fail  duly  and punctually to perform or
comply  in  all  material  respects  with any other term, covenant, condition or
promise  contained  in  this  Credit Agreement, the Revolving Credit Note or any
other  Loan  Document and such failure shall continue for thirty (30) days after
written  notice thereof is delivered to Borrowers and Guarantor by Agent Bank or
any  Lender of such failure (or such shorter period following such notice as may
be  required in any Loan Document), provided that with respect to default of any
term,  covenant  or  agreement (other than a Financial Covenant) which cannot be
cured  within  such  thirty  (30) day period in the reasonable judgment of Agent
Bank,  Borrowers  and  Guarantor shall have a period of ninety (90) days to cure
such  default  so  long as Borrowers and Guarantor commence such cure within the
thirty  (30)  day  period  and  diligently  continue  to  cure  such  default;

f.     Any  Borrower  or  Guarantor  shall  commence  a  voluntary case or other
proceeding  seeking  liquidation, reorganization or other relief with respect to
it or its debts under the Bankruptcy Code or any bankruptcy, insolvency or other
similar  law now or hereafter in effect or seeking the appointment of a trustee,
receiver,  liquidator,  custodian  or  other  similar  official,  for  all  or
substantially all of its property, or shall consent to any such relief or to the
appointment or taking possession by any such official in any involuntary case or
other  proceeding  against  it;

g.     An  involuntary  case  or other proceeding shall be commenced against any
Borrower  or  Guarantor seeking liquidation, reorganization or other relief with
respect  to  itself  or  its  debts under the Bankruptcy Code or any bankruptcy,
insolvency  or  other  similar  law  now  or  hereafter in effect or seeking the
appointment  of  a  trustee,  receiver,  liquidator,  custodian or other similar
official,  for  all  or  substantially all of its property, and such involuntary
case  or  other proceeding shall remain undismissed and unstayed for a period of
ninety  (90)  days;

h.     Any Borrower or Guarantor makes an assignment of all or substantially all
of  its  assets  for  the  benefit  of  its  creditors  or admits in writing its
inability  to  pay  its  debts  generally  as  they  become  due;

i.     Borrowers shall fail to pay when due in accordance with its terms and
provisions any  other  Indebtedness  of  such  Borrowers  which  failure  would
result in a Material  Adverse  Change  and  continues  beyond  the  period of
grace, if any, therefore;

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<PAGE>


j.     The  occurrence  of  any  event  of  default, beyond any applicable grace
period,  or  any  termination  event  under  the terms of any agreement with any
Lender  in  connection with a Secured Interest Rate Hedge relating to the Credit
Facility;

k.     The  occurrence of any Reportable Event as defined under the ERISA, which
Agent  Bank  determines  reasonably and in good faith constitutes proper grounds
for  the termination of any employee pension benefit plan or pension plan of any
Borrower covered by ERISA by the Pension Benefit Guaranty Corporation or for the
appointment  by  an  appropriate  United  States  District Court of a trustee to
administer  any such plan, which occurs and continues for thirty (30) days after
written notice of such determination shall have been given to Borrowers by Agent
Bank;

l.     Commencement  against  any Borrower, any time after the execution of this
Credit  Agreement,  of  any  litigation  which is not stayed, bonded, dismissed,
terminated or disposed of to the satisfaction of Requisite Lenders within ninety
(90)  days  after  its  commencement,  and  which (i) could materially adversely
affect  the  priority  of  the encumbrances and security interests granted Agent
Bank  by the Deed of Trust in the Real Property, or (ii) results in the issuance
of  a  preliminary  or  permanent  injunction  which  is not dissolved or stayed
pending  appeal  within sixty (60) days of its issuance and which preliminary or
permanent  injunction  materially  adversely affects Borrowers' right to use the
Real  Property  as  the  Casino  Facilities;

m.     The  failure  of  any Borrower to hold all necessary Gaming Permits as of
the  Closing  Date.  The  loss  or  suspension,  other  than on account of force
majeure,  of  any  Borrower's  unrestricted Gaming Permits or the failure of any
Borrower  to  maintain  gaming activities in the Casino Facilities other than on
account of force majeure for a period in excess of thirty (30) consecutive days;

n.     Any  order,  judgment  or  decree  shall  be entered against any Borrower
decreeing  its  involuntary  dissolution or split up and such order shall remain
undischarged  and  unstayed  for  a period in excess of thirty (30) days, or any
Borrower  shall  otherwise  dissolve  or  cease  to  exist;

o.     The  occurrence  of  any  default  under  the Guaranty or the revocation,
termination  or  repudiation  of any of the Guarantor's promises, obligations or
covenants  under  the  Guaranty;  or

p.     The  failure by WMCKAC to timely perform any obligation which it may have
under  the  Golden  Horseshoe  Lease.

Section 7.02.     Default Remedies. Upon the occurrence of any Event of Default,
Agent Bank, upon the  consent or direction of Requisite Lenders, shall declare
the unpaid balance of  the  Credit  Facility,  together  with  the  interest
thereon,  to be fully
                                       76
<PAGE>

due  and  payable, and, Agent Bank shall, upon the consent or
direction  of  Requisite Lenders, exercise any or all of the following remedies:

a.     Terminate  the  obligation of Lenders to make any advances for Borrowings
and  may  declare  all  outstanding  unpaid Indebtedness hereunder and under the
Revolving  Credit  Note  and  other  Loan  Documents  together  with all accrued
interest  thereon  immediately  due  and  payable  without presentation, demand,
protest  or  notice  of  any  kind.  This  remedy  will  be  deemed to have been
automatically  exercised  on  the  occurrence  of  any event set out in Sections
7.01(f),  (g)  or  (h)  with  respect  to  any  Borrower  or  any  Guarantor.

b.     The  Banks  and/or Agent Bank may exercise any and all remedies available
to  Banks  or  Agent  Bank  under  the  Loan  Documents.

c.     The  Banks and/or Agent Bank may exercise any other remedies available to
Banks or Agent Bank at law or in equity, including requesting the appointment of
a  receiver  to  perform  any  acts  required  of  Borrowers  under  this Credit
Agreement,  and  Borrowers  hereby  specifically  consent to any such request by
Banks.

     For  the  purpose of carrying out this section and exercising these rights,
powers and privileges, Borrowers hereby irrevocably constitute and appoint Agent
Bank  as  their  true  and  lawful  attorney-in-fact to execute, acknowledge and
deliver  any  instruments and do and perform any acts such as are referred to in
this  paragraph in the name and on behalf of Borrowers.  Agent Bank on behalf of
Lenders may exercise one or more of Lenders' remedies simultaneously and all its
remedies  are  nonexclusive  and  cumulative.  Lenders  shall not be required to
pursue  or exhaust any Collateral or remedy before pursuing any other Collateral
or  remedy.  Lenders'  failure  to  exercise any remedy for a particular default
shall  not  be  deemed a waiver of (i) such remedy, nor their rights to exercise
any  other remedy for that default, nor (ii) their right to exercise that remedy
for  any  subsequent  default.

Section  7.03.     Application  of Proceeds.  All payments and proceeds received
and  all  amounts  held  or  realized  from the sale or other disposition of the
Casino  Facilities  and  other  Collateral,  which  are  to be applied hereunder
towards  satisfaction  of  Borrowers'  obligations  under this Credit Agreement,
shall  be  applied  in  the  manner  set  forth  in Colorado Revised Statutes or
otherwise  in  the  following  order  of  priority:

a.     First,  to  the  payment  of  all reasonable fees, costs and expenses
(including reasonable attorney's fees and expenses) incurred by Agent Bank and
Banks, their agents  or  representatives  in  connection with the realization
upon any of the Collateral;
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<PAGE>


b.     Next,  to  the payment in full of any other amounts due under this Credit
Agreement  and  any other Loan Documents (other than the Revolving Credit Note);

c.     Next, to the balance of interest remaining unpaid on the Revolving Credit
Note;

d.     Next,  to  the  balance  of  principal  remaining unpaid on the Revolving
Credit  Note;

e.     Next,  the  balance, if any, of such payments or proceeds to whomever may
be  legally  entitled  thereto.

Section  7.04.     Notices.  In  order  to  entitle  Agent  Bank and/or Banks to
exercise  any  remedy  available  hereunder, it shall not be necessary for Agent
Bank  and/or Banks to give any notice, other than such notice as may be required
expressly  herein.

Section 7.05.     Agreement to Pay Attorney's Fees and Expenses.  Subject to the
provisions  of  Section  10.14, upon the occurrence of an Event of Default, as a
result  of  which  Agent Bank and/or Banks shall require and employ attorneys or
incur  other expenses for the collection of payments due or to become due or the
enforcement  or  performance or observance of any obligation or agreement on the
part  of  Borrowers  contained herein, Borrowers and Guarantor shall, on demand,
pay  to  Agent  Bank  and Banks the actual and reasonable fees of such attorneys
(including  actual and reasonable allocated costs of in-house legal counsel) and
such  other  reasonable  expenses  so  incurred  by  Agent  Bank  and  Banks.

Section  7.06.     No Additional Waiver Implied by One Waiver.  In the event any
agreement  contained in this Credit Agreement should be breached by either party
and  thereafter  waived  by the other party, such waiver shall be limited to the
particular  breach  so  waived and shall not be deemed to waive any other breach
hereunder.

Section  7.07.     Licensing of Agent Bank and Lenders.  In the event of the
occurrence of an Event of  Default  hereunder  or  under  any of the Loan
Documents and it shall become necessary,  or  in  the  opinion  of  Requisite
Lenders advisable, for an agent, supervisor,  receiver  or other representative
of Agent Bank and Banks to become licensed  under  the  provisions of the Gaming
Laws of the State of Colorado, or rules  and regulations adopted pursuant
thereto, as a condition to receiving the benefit of any Collateral encumbered by
the Security Documentation or other Loan Documents  for  the  benefit  of
Lenders  or  otherwise to enforce their rights hereunder  or thereunder,
Borrowers do hereby give their consent to the granting of  such  license  or
licenses  and
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<PAGE>

agree to execute such further documents as may be required in
connection  with  the  evidencing  of  such  consent.

Section  7.08.     Exercise  of  Rights  Subject to Applicable Law.  All rights,
remedies  and  powers  provided by this Article VII may be exercised only to the
extent  that  the  exercise thereof does not violate any applicable provision of
the laws of any Governmental Authority and all of the provisions of this Article
VII  are  intended  to  be subject to all applicable mandatory provisions of law
that  may  be controlling and to be limited to the extent necessary so that they
will  not render this Credit Agreement invalid, unenforceable or not entitled to
be  recorded  or  filed  under  the  provisions  of  any  applicable  law.

Section  7.09.     Discontinuance  of  Proceedings.  In  case  Agent Bank and/or
Banks  shall  have  proceeded  to  enforce any right, power or remedy under this
Credit  Agreement,  the Revolving Credit Note, the Security Documentation or any
other  Loan  Document  by  foreclosure, entry or otherwise, and such proceedings
shall  have  been  discontinued  or  abandoned for any reason or shall have been
determined adversely to Banks, then and in every such case Borrowers, Guarantor,
Agent  Bank  and/or Banks shall be restored to their former positions and rights
hereunder with respect to the Collateral, and all rights, remedies and powers of
Agent  Bank  and Banks shall continue as if such proceedings had not been taken,
subject  to  any  binding  rule by the applicable court or other tribunal in any
such  proceeding.

                                    ARTICLE  II
                      DAMAGE, DESTRUCTION AND CONDEMNATION
                      ------------------------------------

Section  8.01.     No  Abatement  of  Payments.  If  all  or  any  part  of  the
Collateral  shall  be  materially  damaged  or  destroyed, or if title to or the
temporary  use  of the whole or any part of any of the Collateral shall be taken
or  condemned  by  a  competent  authority  for any public use or purpose, or by
exercise  of  the  power  of  eminent  domain,  there  shall  be no abatement or
reduction  in  the amounts payable by Borrowers hereunder or under the Revolving
Credit Note, and Borrowers shall continue to be obligated to make such payments.

Section  8.02.     Distribution  of  Capital  Proceeds  Upon  Occurrence  of
Fire, Other Perils or Condemnation.  All  monies  received  from  "All  Risk"
including  flood  and earthquake  insurance  policies  covering  any  of  the
Collateral  or  from condemnation  or  similar  actions  in  regard to said
Collateral, shall be paid directly  to Agent Bank.  However, in the event the
amount paid to Agent Bank is equal  to  or less than Five Hundred Thousand
Dollars ($500,000.00), such amount shall  be  paid directly to Borrowers unless
a Default or Event of Default shall have  occurred  and  then  be continuing.
In the event the amount paid to Agent Bank  is  greater  than  Five  Hundred
                                       79
<PAGE>
Thousand  Dollars  ($500,000.00),  then,  unless a Default or
Event  of  Default  has  occurred  hereunder  and is then continuing, the entire
amount  so  collected or so much thereof as may be required to repair or replace
the  destroyed  or condemned property, shall, subject to the condition set forth
below,  be  released  to  Borrowers  for  repair  or replacement of the property
destroyed or condemned or to reimburse Borrowers for the costs of such repair or
replacement  incurred  prior  to the date of such release.  If a Default or
Event  of Default has occurred hereunder and is then continuing such amount may,
at the option of Requisite Lenders, be applied to pay the outstanding balance of
the  Credit Facility.  In the event the amount so collected is applied to pay or
reduce  the  outstanding  balance of the Credit Facility, the amount received by
Agent  Bank  shall  be applied in the priority set forth in Section 7.03 and, if
such  application  is  made  when a Default or Event of Default has occurred and
remains  continuing,  then  Borrowers  shall  not  be  entitled  to  any further
Borrowings.  In  the event Banks are required to release all or a portion of the
collected  funds  to  Borrowers  for such repair or re-placement of the property
destroyed  or  condemned, such release of funds shall be made in accordance with
the  following  terms  and  conditions:

a.     The repairs, replacements and rebuilding shall be made in accordance with
plans  and specifications approved by Agent Bank and in accordance with all
applicable laws, ordinances, rules, regulations and requirements of Governmental
Authorities;

b.     Borrowers  shall provide Agent Bank with a detailed estimate of the costs
of  such  repairs  or  restora-tions;

c.     Borrowers  shall  satisfy  the  Requisite  Lenders  that  after  the
reconstruction is completed, the value of the Casino Facilities will not be less
than  Thirty-Seven  Million  Two Hundred Thousand Dollars ($37,200,00.00), which
value  shall  be based upon a multiple of projected EBITDA for the reconstructed
Casino  Facilities,  which  multiple and projected EBITDA shall be determined by
Requisite Lenders, and shall be subject to such adjustments as Requisite Lenders
may  require,  all  in  their  reasonable  discretion;

d.     In  the  Agent Bank's sole reasonable opinion, any undisbursed portion of
the Available Borrowings contemplated hereunder, after deposit of such proceeds,
is  sufficient  to  pay  all costs of reconstruction of the Casino Facilities or
other  Collateral damaged, destroyed or condemned; or if the undisbursed portion
of  such  Credit  Facility  is  not sufficient, Borrowers shall provide evidence
reasonably  acceptable  to  Agent  Bank  of the availability of additional funds
sufficient  to  pay  such  additional  costs  of  reconstructing the Collateral;

e.     Borrowers  have delivered to the Agent Bank a construction contract for
the work of  reconstruction  in  form  and  content,  including  insurance
                                       80
<PAGE>
requirements,  acceptable  to the Agent Bank with a contractor acceptable
to  the  Agent  Bank;

f.     The Requisite Lenders in their reasonable discretion have determined that
after  the  work  of  reconstruction  is  completed,  the  Casino  Facilities or
Collateral damaged, destroyed or condemned will produce income sufficient to pay
all  costs  of  operations  and  maintenance of the applicable Collateral with a
reasonable  reserve for repairs, and service all debts secured by the applicable
Collateral;

g.     No  Default or Event of Default has occurred and is continuing hereunder;

h.     Borrowers  have  provided evidence reasonably acceptable to Agent Bank of
the  availability  of  funds (taking into consideration the amount of Borrowings
available  and  the  amount  of proceeds, if any, of insurance policies covering
property  damage  and business interruption, loss or rental income in connection
with  the  Casino  Facilities  or  Collateral  damaged,  destroyed  or condemned
accruing  and  immediately  forthcoming  to  the Agent Bank) to be sufficient to
service  the  Indebtedness  secured  hereby during the period of reconstruction;

i.     Before  commencing  any  such  work, Borrowers shall, at its own cost and
expense,  furnish  Agent  Bank  with appropriate endorsements, if needed, to the
"All  Risk" insurance policy which Borrowers are then presently maintaining, and
course  of construction insurance to cover all of the risks during the course of
such  work;

j.     Such work shall be commenced by Borrowers within one hundred twenty (120)
days  after  (i) settlement shall have been made with the insurance companies or
condemnation  proceeds  shall  have  been  received,  and (ii) all the necessary
governmental  approvals  shall  have  been  obtained,  and  such  work  shall be
completed  within  a  reasonable  time,  free  and  clear  of  all  liens  and
encumbrances,  except  Permitted  Encumbrances;  and

k.     Disbursements  of  such  insurance or condemnation proceeds shall be made
in the customary  manner used by Agent Bank for the disbursement of construction
loans.
                                       81
<PAGE>

                                   ARTICLE  II
                                AGENCY PROVISIONS
                                -----------------

Section  9.01.     Appointment.


a.     Each  Lender  hereby (i) designates and appoints WFB as the Agent Bank of
such  Lender under this Credit Agreement and the Loan Documents, (ii) authorizes
and  directs  Agent Bank to enter into the Loan Documents other than this Credit
Agreement  for  the  benefit of Lenders, and (iii) authorizes Agent Bank to take
such  action on its behalf under the provisions of this Credit Agreement and the
Loan  Documents  and to exercise such powers as are set forth herein or therein,
together with such other powers as are reasonably incidental thereto, subject to
the  limitations  referred  to in Sections 9.10(a) and 9.10(b).  Agent Bank
agrees  to  act  as such on the express conditions contained in this Article IX.

b.     The  provisions  of  this  Article IX are solely for the benefit of Agent
Bank  and Lenders, and Borrowers and Guarantor shall not have any rights to rely
on or enforce any of the provisions hereof (other than as expressly set forth in
     Sections 9.03, 9.09 and 10.10), provided, however, that the foregoing shall
in no way limit Borrowers' obligations under this Article IX.  In performing its
functions and duties under this Credit Agreement, Agent Bank shall act solely as
Agent  Bank  of  Lenders  and  does  not  assume and shall not be deemed to have
assumed  any  obligation  toward  or relationship of agency or trust with or for
Borrowers,  Guarantor  or  any  other  Person.

Section  9.02.     Nature  of  Duties.  Agent  Bank  shall  not have any duties
or responsibilities except  those  expressly  set  forth  in  this  Credit
Agreement or in the Loan Documents.  The duties of Agent Bank shall be
administrative in nature.  Subject to  the  provisions  of  Sections 9.05 and
9.07, Agent Bank shall administer the Credit  Facility  in  the same manner as
it administers its own loans.  Promptly following  the  effectiveness of this
Credit Agreement, Agent Bank shall send to each  Lender a duplicate executed
original, to the extent the same are available in  sufficient  numbers,  of  the
Credit Agreement and a copy of each other Loan Document  in  favor  of  Lenders
and  a  copy of the filed or recorded Security Documentation, with the originals
of the latter to be held and retained by Agent Bank  for  the  benefit  of all
Lenders.  Agent Bank shall not have by reason of this  Credit  Agreement  a
fiduciary  relationship  in  respect  of any Lender.  Nothing  in  this  Credit
Agreement  or any of the Loan Documents, expressed or implied,  is  intended  or
shall  be  construed  to  impose upon Agent Bank any obligation  in  respect  of
this  Credit Agreement or any of the Loan Documents except as expressly set
forth herein or therein.  Each Lender shall make its own independent
investigation  of  the  financial  condition  and  affairs  of  the Borrowers,
Guarantor  and  the Collateral in connection with the making and the continuance
of  the  Credit  Facility
                                       82
<PAGE>

hereunder  and  shall  make  its  own  appraisal  of  the
creditworthiness  of the Borrowers, Guarantor and the Collateral, and, except as
specifically  provided  herein,  Agent  Bank  shall  not  have  any  duty  or
responsibility, either initially or on a continuing basis, to provide any Lender
with  any  credit or other information with respect thereto, whether coming
into  its possession before the Closing Date or at any time or times thereafter.

Section  9.03.     Disbursement  of  Borrowings.

a.     Not  later  than  the  next  Banking  Business Day following receipt of a
Notice  of  Borrowing, Agent Bank shall send a copy thereof by facsimile to each
other  Lender  and  shall otherwise notify each Lender of the proposed Borrowing
and  the  Funding  Date.  Each Lender shall make available to Agent Bank (or the
funding  bank  or  entity designated by Agent Bank), the amount of such Lender's
Pro  Rata  Share of such Borrowing in immediately available funds not later than
the  times  designated  in  Section  9.03(b).  Unless Agent Bank shall have been
notified by any Lender not later than the close of business (San Francisco time)
     on  the  Banking  Business  Day  immediately  preceding the Funding Date in
respect  of  any Borrowing that such Lender does not intend to make available to
Agent Bank such Lender's Pro Rata Share of such Borrowing, Agent Bank may assume
that  such Lender shall make such amount available to Agent Bank.  If any Lender
does  not  notify Agent Bank of its intention not to make available its Pro Rata
Share  of  such  Borrowing  as described above, but does not for any reason make
available  to  Agent  Bank  such Lender's Pro Rata Share of such Borrowing, such
Lender  shall  pay  to Agent Bank forthwith on demand such amount, together with
interest thereon at the Federal Funds Rate.  In any case where a Lender does not
for any reason make available to Agent Bank such Lender's Pro Rata Share of such
Borrowing,  Agent  Bank, in its sole discretion, may, but shall not be obligated
to,  fund to Borrowers such Lender's Pro Rata Share of such Borrowing.  If Agent
Bank  funds  to  Borrowers such Lender's Pro Rata Share of such Borrowing and if
such  Lender  subsequently  pays  to  Agent Bank such corresponding amount, such
amount  so paid shall constitute such Lender's Pro Rata Share of such Borrowing.
Nothing  in  this  Section  9.03(a)  shall  alter  the  respective  rights  and
obligations  of  the  parties  hereunder  in respect of a Defaulting Lender or a
Non-Pro  Rata  Borrowing.

b.     Requests  by Agent Bank for funding by Lenders of Borrowings will be made
by  telecopy.  Each  Lender  shall make the amount of its Pro Rata Share of such
Borrowing available to Agent Bank in Dollars and in immediately available funds,
to such bank and account, in El Segundo, California as Agent Bank may designate,
not  later than 9:00 A.M. (San Francisco time) on the Funding Date designated in
the  Notice of Borrowing with respect to such Borrowing, but in no event earlier
than  two (2) Banking Business Days following Lender's receipt of the applicable
Notice  of  Borrowing.

c.     Nothing  in  this  Section  9.03  shall  be  deemed to relieve any Lender
of its obligation  hereunder  to  make  its  Pro  Rata  Share  of  Borrowings on
any
                                       83
<PAGE>

Funding  Date, nor shall any Lender be responsible for the failure of any
other  Lender  to  perform  its obligations to advance its Pro Rata Share of any
Borrowing  hereunder,  and the Pro Rata Share of the Aggregate Commitment of any
Lender  shall  not  be  increased or decreased as a result of the failure by any
other  Lender  to  perform  its  obligation to advance its Pro Rata Share of any
Borrowing.

Section  9.04.     Distribution  and  Apportionment  of  Payments.

a.     Subject  to Section 9.04(b), payments actually received by Agent Bank for
the  account  of Lenders shall be paid to them promptly after receipt thereof by
Agent  Bank, but in any event within one (1) Banking Business Day, provided that
Agent Bank shall pay to Lenders interest thereon, at the Federal Funds Rate from
the  Banking  Business  Day  following  receipt of such funds by Agent Bank
until such funds are paid in immediately available funds to Lenders.  Subject to
Section  9.04(b),  all  payments  of principal and interest in respect of Funded
Outstandings,  all  payments of the fees described in this Credit Agreement, and
all  payments  in respect of any other Obligations shall be allocated among such
other  Lenders  as  are  entitled thereto, in proportion to their respective Pro
Rata  Shares  or  otherwise  as  provided  herein.  Agent  Bank  shall  promptly
distribute, but in any event within one (1) Banking Business Day, to each Lender
at  its primary address set forth on the appropriate signature page hereof or on
the  applicable Assignment and Assumption Agreement, or at such other address as
a  Lender  may  request in writing, such funds as it may be entitled to receive,
provided  that  Agent  Bank  shall  in any event not be bound to inquire into or
determine  the validity, scope or priority of any interest or entitlement of any
Lender  and  may  suspend  all  payments and seek appropriate relief (including,
without  limitation,  instructions  from  Requisite  Lenders  or all Lenders, as
applicable,  or  an  action  in  the nature of interpleader) in the event of any
doubt  or  dispute  as to any apportionment or distribution contemplated hereby.
The  order  of  priority  herein is set forth solely to determine the rights and
priorities  of  Lenders  as among themselves and may at any time or from time to
time  be  changed  by  Lenders  as they may elect, in writing in accordance with
Section  10.01,  without  necessity  of  notice  to or consent of or approval by
Borrowers  or  any  other  Person.  All payments or other sums received by Agent
Bank  for  the  account of Lenders (including, without limitation, principal and
interest payments, the proceeds of any and all insurance maintained with respect
to  any of the Collateral, and any and all condemnation proceeds with respect to
any of the Collateral) shall not constitute property or assets of the Agent Bank
and  shall  be  held by Agent Bank, solely in its capacity as administrative and
collateral  agent  for  itself  and  the  other  Lenders,  subject  to  the Loan
Documents.

b.     Notwithstanding  any  provision  hereof  to  the  contrary, until such
time as a Defaulting  Lender  has  funded  its  Pro  Rata  Share  of  Borrowing
which was previously  a Non Pro Rata Borrowing, or all other Lenders have
received payment in  full (whether by repayment or prepayment) of the principal
due in respect of such  Non  Pro
                                       84
<PAGE>

Rata  Borrowing,  all  principal  sums  owing  to  such Defaulting Lender
hereunder shall be subordinated in right of payment to the prior payment in full
of  all  principal  in  respect  of all Non Pro Rata Borrowing in which the
Defaulting  Lender  has  not  funded its Pro Rata Share.  This provision governs
only  the  relationship  among Agent Bank, each Defaulting Lender, and the other
Lenders;  nothing hereunder shall limit the obligation of Borrowers to repay all
Borrowings  in  accordance  with  the  terms  of  this  Credit  Agreement.  The
provisions of this section shall apply and be effective regardless of whether an
Event  of  Default  occurs  and  is then continuing, and notwithstanding (i) any
other  provision  of this Credit Agreement to the contrary, (ii) any instruction
of Borrowers as to their desired application of payments or (iii) the suspension
of  such  Defaulting  Lender's right to vote on matters which are subject to the
consent  or approval of Requisite Lenders or all Lenders.  No Nonusage Fee shall
accrue  in  favor  of, or be payable to, such Defaulting Lender from the date of
any  failure  to fund Borrowings or reimburse Agent Bank for any Liabilities and
Costs as herein provided until such failure has been cured, and Agent Bank shall
be  entitled  to  (A)  withhold  or  setoff,  and to apply to the payment of the
defaulted  amount  and  any  related  interest,  any  amounts to be paid to such
Defaulting  Lender  under this Credit Agreement, and (B) bring an action or suit
against  such  Defaulting Lender in a court of competent jurisdiction to recover
the  defaulted  amount  and  any  related interest.  In addition, the Defaulting
Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders
harmless  from  and  against  any  and  all Liabilities and Costs, plus interest
thereon  at the Default Rate, which they may sustain or incur by reason of or as
a  direct  consequence of the Defaulting Lender's failure or refusal to abide by
its  obligations  under  this  Credit  Agreement.

Section 9.05.  Rights,  Exculpation, Etc.  Neither Agent Bank, any Affiliate of
Agent Bank, nor any of their respective officers, directors, employees, agents,
attorneys or consultants, shall be liable to any Lender for any action taken or
omitted by them  hereunder or under any of the Loan Documents, or in connection
herewith or therewith, except that Agent Bank shall be liable for its gross
negligence or willful misconduct. In the absence of gross negligence or willful
misconduct, Agent Bank shall not be liable for any apportionment or distribution
of payments made by it in good faith pursuant to Section 9.04, and if any such
apportionment or  distribution  is subsequently determined to have been made in
error the sole recourse of any Person to whom payment was due, but not made,
shall be to recover from the recipients of such payments any payment in excess
of the amount to  which  they  are  determined to have been entitled.  Agent
Bank shall not be responsible  to  any  Lender  for  any  recitals, statements,
representations or warranties  herein  or  for the execution, effectiveness,
genuineness, validity, enforceability,  collectibility  or sufficiency of this
Credit Agreement, any of the  Security  Documentation  or  any of the other Loan
Documents, or any of the transactions  contemplated hereby and thereby; or for
the financial condition of the  Borrowers, Guarantor or any of their Affiliates.
Agent Bank shall not be required  to make any inquiry concerning either the
performance or observance of any  of  the
                                       85
<PAGE>

terms,  provisions  or conditions of this Credit Agreement or
any of the Loan Documents or the financial condition of the Borrowers, Guarantor
or  any  of their Affiliates, or the existence or possible existence of any
Default  or  Event  of  Default.

Section  9.06.     Reliance.  Agent  Bank  shall  be  entitled  to rely upon any
written notices, statements, certificates, orders or other documents, telecopies
or  any telephone message believed by it in good faith to be genuine and correct
and  to have been signed, sent or made by the proper Person, and with respect to
all matters pertaining to this Credit Agreement or any of the Loan Documents and
its  duties  hereunder  or  thereunder,  upon advice of legal counsel (including
counsel for Borrowers), independent public accountant and other experts selected
by  it.

Section  9.07.     Indemnification.  To  the  extent  that  Agent  Bank  is  not
reimbursed  and  indemnified  by Borrowers or Guarantor, Lenders will reimburse,
within  ten  (10)  Banking  Business  Days  after  notice  from  Agent Bank, and
indemnify  and  defend  Agent  Bank  for and against any and all Liabilities and
Costs  which  may  be imposed on, incurred by, or asserted against it in any way
relating  to or arising out of this Credit Agreement, the Security Documentation
or  any of the other Loan Documents or any action taken or omitted by Agent Bank
or  under  this Credit Agreement, the Security Documentation or any of the other
Loan  Documents, in proportion to each Lender's Pro Rata Share; provided that no
Lender  shall  be liable for any portion of such Liabilities and Costs resulting
from  Agent  Bank's  gross negligence or willful misconduct.  The obligations of
Lenders  under  this  Section  9.07  shall  survive  the  payment in full of all
Obligations  and  the  termination  of this Credit Agreement.  In the event that
after  payment  and  distribution  of  any  amount by Agent Bank to Lenders, any
Lender  or  third  party,  including  Borrowers  or  Guarantor,  any creditor of
Borrowers  or Guarantor or a trustee in bankruptcy, recovers from Agent Bank any
amount  found  to  have been wrongfully paid to Agent Bank or disbursed by Agent
Bank  to  Lenders,  then  Lenders,  in  proportion  to their respective Pro Rata
Shares,  shall  reimburse  Agent Bank for all such amounts.  Notwithstanding the
foregoing,  Agent  Bank  shall not be obligated to advance Liabilities and Costs
and may require the deposit by each Lender of its Pro Rata Share of any material
Liabilities and Costs anticipated by Agent Bank before they are incurred or made
payable.

Section  9.08.     Agent  Individually.  With  respect  to  its  Pro  Rata Share
of the Aggregate Commitment  hereunder  and  the Borrowings made by it, Agent
Bank shall have and may  exercise  the  same  rights and powers hereunder and is
subject to the same obligations  and liabilities as and to the extent set forth
herein for any other Lender.  The  terms  "Lenders",  "Requisite  Lenders"  or
any similar terms may include  Agent  Bank  in  its  individual  capacity  as  a
Lender or one of the Requisite  Lenders, but Requisite Lenders shall not include
Agent Bank solely in its  capacity  as  Agent Bank and need not necessarily
include Agent Bank in its capacity  as  a Lender.  Agent Bank and any Lender and
its Affiliates may accept deposits  from,  lend  money  to,  and
                                       86
<PAGE>

generally  engage  in  any  kind  of  banking, trust or other
business with any Borrower, Guarantor or any of its Affiliates as if it were not
acting  as  Agent  Bank  or  Lender  pursuant  hereto.

Section  9.09.     Successor  Agent  Bank; Resignation of Agent Bank; Removal of
Agent  Bank.


a.     Agent  Bank  shall  automatically cease to be Agent Bank hereunder in the
event  a  petition  in bankruptcy shall be filed by or against Agent Bank or the
Federal  Deposit Insurance Corporation or any other Governmental Authority shall
assume  control  of  Agent  Bank  or  Agent  Bank's  interests  under the Credit
Facility.  Further, Lenders (other than Agent Bank) may unanimously remove Agent
     Bank  at  any  time  upon  the  occurrence  of  gross  negligence or wilful
misconduct  by  Agent Bank by giving at least thirty (30) Banking Business Days'
prior  written  notice  to  Agent  Bank,  Borrowers and all other Lenders.  Such
resignation  or  removal  shall  take  effect upon the acceptance by a successor
Agent  Bank  of  appointment  pursuant  to  clause  (b)  or  (c).

b.     Upon  any  such  notice  of  resignation  by  or  removal  of Agent Bank,
Requisite  Lenders  shall appoint a successor Agent Bank which appointment shall
be  subject to Borrowers' consent (other than upon the occurrence and during the
continuance  of  any Event of Default), which shall not be unreasonably withheld
or  delayed.  Any  successor  Agent  Bank  must  be  a  bank (i) the senior debt
obligations of which (or such bank's parent's senior unsecured debt obligations)
are  rated  not  less  than  Baa-2  by  Moody's  Investors  Services,  Inc. or a
comparable  rating  by  a rating agency acceptable to Requisite Lenders and (ii)
which  has  total  assets in excess of Ten Billion Dollars ($10,000,000,000.00).

c.     If  a  successor  Agent Bank shall not have been so appointed within said
thirty  (30)  Banking  Business  Day period, the retiring or removed Agent Bank,
with  the  consent  of  Borrowers (other than upon the occurrence and during the
continuance  of any Event of Default) (which may not be unreasonably withheld or
delayed),  shall  then  appoint  a  successor  Agent  Bank  who  shall  meet the
requirements described in subsection (b) above and who shall serve as Agent Bank
until  such  time,  if  any, as Requisite Lenders, with the consent of Borrowers
(other  than  upon  the  occurrence  and  during the continuance of any Event of
Default),  appoint  a  successor  Agent  Bank  as  provided  above.

Section  9.10.     Consent  and  Approvals.

a.     Each  consent,  approval,  amendment,  modification  or  waiver
specifically enumerated  in  this  Section  9.10(a)  shall  require  the consent
of Requisite Lenders:
                                       87
<PAGE>

(i)      Approval of Borrowings with less than full compliance with requirements
of  Article  IIIB  (Section  2.06);

(ii)     Approval  of  any amendment, modification or termination
or agreement to amend, modify or terminate the Subordinated Debt (Section 5.03);

(iii)    Consent  to  modification  to  financial  reporting
requirements or production of additional financial or other information (Section
5.08);

(iv)     Approval of a change in the method of calculation of any
financial  covenants,  standards  or terms as a result of a change in accounting
principle  (Section  6.15);

(v)      Direct  Agent  Bank  to declare the unpaid balance of the
Credit  Facility  fully  due  and  payable  (Section  7.02);

(vi)     Direct  the  disposition  of  insurance  proceeds  or
condemnation  awards  under  certain  circumstances  (Section  8.02);

(vii)    Approval  of  appointment  of  successor  Agent  Bank
(Section  9.09);

(viii)   Approval  of  certain  Protective  Advances  (Section
9.11(a));

(ix)     Approval  of a Post-Foreclosure Plan and related matters
(Section  9.11(e));

(x)      Consent  to  action  or  proceeding against any Borrower,
Guarantor  or  the  Collateral  by  any  Lender  (Section  9.12);

(xi)     Except  as referred to in subsection (b) below, approval
of  any  amendment,  modification  or  termination  of this Credit Agreement, or
waiver  of  any  provision  herein  (Section  10.01).

b.     Each  consent,  approval,  amendment, modification or waiver specifically
enumerated  in  Section  10.01(a)  through  (c) shall require the consent of all
Lenders.
                                       88
<PAGE>

c.     In  addition  to  the  required  consents  or  approvals  referred  to in
subsection  (a)  above,  Agent  Bank  may  at any time request instructions from
Requisite  Lenders  with respect to any actions or approvals which, by the terms
of  this  Credit  Agreement  or  of  any  of  the  Loan Documents, Agent Bank is
permitted or required to take or to grant without instructions from any Lenders,
and  if such instructions are promptly requested, Agent Bank shall be absolutely
entitled to refrain from taking any action or to withhold any approval and shall
not  be  under any liability whatsoever to any Lender for refraining from taking
any  action or withholding any approval under any of the Loan Documents until it
shall  have received such instructions from Requisite Lenders.  Without limiting
the foregoing, no Lender shall have any right of action whatsoever against Agent
Bank  as  a  result  of  Agent  Bank acting or refraining from acting under this
Credit  Agreement, the Security Documentation or any of the other Loan Documents
in  accordance  with the instructions of Requisite Lenders or, where applicable,
all  Lenders.  Agent Bank shall promptly notify each Lender at any time that the
Requisite  Lenders  have  instructed  Agent  Bank  to act or refrain from acting
pursuant  hereto.

d.     Each  Lender agrees that any action taken by Agent Bank at the direction
or with the consent of Requisite Lenders in accordance with the provisions of
this Credit Agreement or any Loan Document, and the exercise by Agent Bank at
the direction or with the consent of  Requisite Lenders of the powers set forth
herein  or therein, together with such other powers as are reasonably incidental
thereto,  shall  be  authorized and binding upon all Lenders, except for actions
specifically  requiring  the  approval  of all Lenders.  All communications from
Agent  Bank  to  Lenders requesting Lenders' determination, consent, approval or
disapproval  (i)  shall be given in the form of a written notice to each Lender,
(ii)  shall  be  accompanied by a description of the matter or thing as to which
such  determination,  approval,  consent  or  disapproval is requested, or shall
advise  each  Lender  where  such  matter  or  thing  may be inspected, or shall
otherwise  describe  the matter or issue to be resolved, (iii) shall include, if
reasonably  requested  by  a Lender and to the extent not previously provided to
such Lender, written materials and a summary of all oral information provided to
Agent  Bank  by  Borrowers  or Guarantor in respect of the matter or issue to be
resolved,  and  (iv)  shall include Agent Bank's recommended course of action or
determination  in respect thereof.  Each Lender shall reply promptly, but in any
event within ten (10) Banking Business Days (the "Lender Reply Period").  Unless
a  Lender  shall  give  written  notice  to  Agent  Bank  that it objects to the
recommendation  or  determination  of  Agent  Bank  (together  with  a  written
explanation  of  the  reasons  behind  such  objection)  within the Lender Reply
Period,  such  Lender  shall  be deemed to have approved of or consented to such
recommendation  or  determination.  With  respect  to  decisions  requiring  the
approval  of  Requisite  Lenders  or  all  Lenders,  Agent Bank shall submit its
recommendation  or  determination  for  approval  of  or  consent  to  such
recommendation  or  determination to all Lenders and upon receiving the required
approval  or  consent  shall  follow  the  course  of  action  or
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determination  recommended  to Lenders by Agent Bank or such other course
of action recommended by Requisite Lenders, and each non-responding Lender shall
be  deemed  to  have  concurred  with  such  recommended  course of action.

Section  9.11.     Agency  Provisions  Relating  to  Collateral.

a.     Agent  Bank  is  hereby  authorized on behalf of all Lenders, without the
necessity of any notice to or further consent from any Lender, from time to time
prior  to  an  Event  of  Default,  to  take any action with respect to any
Collateral or Loan Document which may be necessary to perfect and maintain liens
of  the  Security Documentation upon the Collateral granted pursuant to the Loan
Documents.  Agent  Bank  may  make,  and  shall  be  reimbursed  by  Lenders (in
accordance  with  their  Pro  Rata  Shares),  to  the  extent  not reimbursed by
Borrowers  or  Guarantor, for, Protective Advance(s) during any one (1) calendar
year with respect to the Collateral up to the sum of (i) amounts expended to pay
real  estate  taxes, assessments and governmental charges or levies imposed upon
such Collateral, (ii) amounts expended to pay insurance premiums for policies of
insurance  related  to  such  Collateral, and (iii) One Hundred Thousand Dollars
($100,000.00).  Protective  Advances  in  excess of said sum during any calendar
year  for  any  Collateral  shall  require the consent of Requisite Lenders.  In
addition,  Agent Bank is hereby authorized on behalf of all Lenders, without the
necessity  of  any  notice  to  or further consent from any Lender, to waive the
imposition  of  the late fees provided for in Section 2.08(a) up to a maximum of
two  (2)  times  per  calendar  year,  including  any  extensions.

b.     Lenders hereby irrevocably authorize Agent Bank, at its option and in its
discretion,  to  release  any Security Documentation granted to or held by Agent
Bank  upon any Collateral (i) upon Credit Facility Termination and repayment and
satisfaction of all Borrowings, and all other Obligations and the termination of
this Credit Agreement, or (ii) if approved, authorized or ratified in writing by
Agent Bank at the direction of all Lenders.  Agent Bank shall not be required to
execute  any  document  to  evidence  the  release of the Security Documentation
granted  to Agent Bank for the benefit of Lenders herein or pursuant hereto upon
any  Collateral  if,  in  Agent Bank's opinion, such document would expose Agent
Bank  to liability or create any obligation or entail any consequence other than
the  release  of  such  Security Documentation without recourse or warranty, and
such release shall not in any manner discharge, affect or impair the Obligations
or  any  Security Documentation upon (or obligations of Borrowers in respect of)
any  property  which  shall  continue  to  constitute  part  of  the Collateral.
c.     Except as provided in this Credit Agreement, Agent Bank shall have no
obligation whatsoever to any Lender or to any other Person to assure that the
Collateral exists  or  is  owned  by Borrowers or is cared for, protected or
insured or has been  encumbered or that the Security Documentation granted to
Agent Bank herein or  in  any  of the other Loan Documents or pursuant hereto or
thereto have been properly  or
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sufficiently or lawfully created, perfected, protected or enforced or are
entitled  to  any  particular  priority.

d.     Should  Agent  Bank (i) employ counsel for advice or other representation
(whether  or  not  any  suit  has  been  or  shall be filed) with respect to any
Collateral  or any part thereof, or any of the Loan Documents, or the attempt to
enforce  any  security  interest  or  Security  Documentation  on  any  of  the
Collateral,  or  (ii)  commence any proceeding or in any way seek to enforce its
rights or remedies under the Loan Documents, irrespective of whether as a result
thereof  Agent  Bank  shall  acquire  title  to  any  Collateral, either through
foreclosure,  deed in lieu of foreclosure or otherwise, each Lender, upon demand
therefor  from  time  to time, shall contribute its share (based on its Pro Rata
Share)  of  the  reasonable  costs  and/or  expenses of any such advice or other
representation,  enforcement or acquisition, including, but not limited to, fees
of  receivers  or  trustees,  court  costs,  title  company  charges, filing and
recording  fees,  appraisers'  fees  and  fees  and expenses of attorneys to the
extent  not  otherwise reimbursed by Borrowers or Guarantor; provided that Agent
Bank  shall not be entitled to reimbursement of its attorneys' fees and expenses
incurred  in  connection  with the resolution of disputes between Agent Bank and
other  Lenders  unless  Agent  Bank  shall  be  the prevailing party in any such
dispute.  Any loss of principal and interest resulting from any Event of Default
shall  be shared by Lenders in accordance with their respective Pro Rata Shares.
It  is  understood  and  agreed  that  in  the event Agent Bank determines it is
necessary  to  engage  counsel  for  Lenders from and after the occurrence of an
Event  of  Default,  said  counsel  shall  be  selected  by  Agent  Bank.

e.     In the event that all or any portion of the Collateral is acquired by
Agent Bank as the result of a foreclosure or the acceptance of a deed or
assignment in lieu of  foreclosure, or is retained in satisfaction of all or any
part of Borrowers' or  Guarantor's obligations, title to any such Collateral or
any portion thereof shall  be  held  in  the  name of Agent Bank or a nominee or
subsidiary of Agent Bank,  as  agent, for the ratable benefit of Agent Bank and
Lenders.  Agent Bank shall  prepare  a  recommended  course  of  action  for
such  Collateral  (the "Post-Foreclosure  Plan"),  which  shall  be  subject  to
the  approval  of the Requisite  Lenders.  In  the  event  that  Requisite
Lenders do not approve such Post-Foreclosure  Plan,  any  Lender shall be
permitted to submit an alternative Post-Foreclosure  Plan  to  Agent  Bank, and
Agent Bank shall submit any and all such  additional  Post-Foreclosure  Plans
to the Lenders for evaluation and the approval of Requisite Lenders.  In
accordance with the approved Post-Foreclosure Plan, Agent Bank shall manage,
operate, repair, administer, complete, construct, restore  or  otherwise  deal
with  the  Collateral  acquired and administer all
transactions  relating  thereto,  including,  without  limitation,  employing  a
management  agent,  leasing  agent  and other agents, contractors and employees,
including agents of the sale of such Collateral, and the collecting of rents and
other  sums  from  such  Collateral  and paying the expenses of such Collateral;
actions  taken  by  Agent  Bank  with  respect  to  the
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Collateral,  which  are not provided for in the approved Post-Foreclosure
Plan  or  reasonably  incidental thereto, shall require the consent of Requisite
Lenders  by  way  of  supplement  to  such  Post-Foreclosure  Plan.  Upon demand
therefor  from time to time, each Lender will contribute its share (based on its
Pro  Rata  Share)  of  all  reasonable costs and expenses incurred by Agent Bank
pursuant  to  the  Post-Foreclosure  Plan  in  connection with the construction,
operation,  management,  maintenance,  leasing  and sale of such Collateral.  In
addition, Agent Bank shall render or cause to be rendered by the managing agent,
to  each  of the Lenders, monthly, an income and expense statement for such
Collateral, and each of the Lenders shall promptly contribute its Pro Rata Share
of any operating loss for such Collateral, and such other expenses and operating
reserves  as  Agent  Bank  shall  deem  reasonably  necessary pursuant to and in
accordance with the Post-Foreclosure Plan.  To the extent there is net operating
income from such Collateral, Agent Bank shall, in accordance with all applicable
Gaming  Laws  and  the Post-Foreclosure Plan, determine the amount and timing of
distributions  to  Lenders.  All  such distributions shall be made to Lenders in
accordance  with  their respective Pro Rata Shares.  Lenders acknowledge that if
title  to  any  Collateral  is  obtained  by  Agent  Bank  or  its nominee, such
Collateral  will not be held as a permanent investment but will be liquidated as
soon  as  practicable.  Agent  Bank  shall undertake to sell such Collateral, at
such  price  and  upon  such terms and conditions as the Requisite Lenders shall
reasonably  determine  to  be most advantageous.  Any purchase money mortgage or
deed  of  trust  taken  in connection with the disposition of such Collateral in
accordance  with  the  immediately  preceding sentence shall name Agent Bank, as
agent  for  Lenders,  as the beneficiary or mortgagee.  In such case, Agent Bank
and  Lenders  shall  enter into an agreement with respect to such purchase money
mortgage  defining the rights of Lenders in the same Pro Rata Shares as provided
hereunder,  which  agreement  shall  be in all material respects similar to this
Article  IX  insofar  as  the  same  is  appropriate  or  applicable.

Section 9.12.     Lender Actions Against Collateral.  Each Lender agrees that it
will not take any action, nor institute any actions or proceedings, against
Borrowers,  Guarantor  or  any  other  obligor  hereunder,  under  the  Security
Documentation  or  under  any  other  Loan  Documents with respect to exercising
claims  against  or  rights  in  any Collateral without the consent of Requisite
Lenders.

Section 9.13.     Ratable  Sharing.  Subject  to  Section  9.03  and  9.04,
Lenders  agree  among themselves  that  (i)  with  respect  to  all amounts
received by them which are applicable  to the payment of the Obligations,
equitable adjustment will be made so  that,  in  effect,  all  such  amounts
will be shared among them ratably in accordance with their Pro Rata Shares,
whether received by voluntary payment, by counterclaim  or  cross  action  or
by  the  enforcement  of  any or all of the Obligations,  or  the Collateral,
(ii) if any of them shall by voluntary payment or by the exercise of any right
of counterclaim or otherwise, receive payment of a  proportion  of the aggregate
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amount of the Obligations held by it which is greater than its
Pro  Rata  Share  of  the  payments  on account of the Obligations, the one
receiving  such  excess payment shall purchase, without recourse or warranty, an
undivided  interest  and  participation  (which  it shall be deemed to have done
simultaneously upon the receipt of such payment) in such Obligations owed to the
others  so  that  all  such recoveries with respect to such Obligations shall be
applied  ratably in accordance with their Pro Rata Shares; provided, that if all
or  part  of  such excess payment received by the purchasing party is thereafter
recovered  from  it,  those purchases shall be rescinded and the purchase prices
paid  for  such  participations  shall  be  returned to that party to the extent
necessary to adjust for such recovery, but without interest except to the extent
the  purchasing  party  is  required  to  pay  interest  in connection with such
recovery.  Borrowers  and  Guarantor  agree  that  any  Lender  so  purchasing a
participation  from  another  Lender  pursuant  to this Section 9.13 may, to the
fullest extent permitted by law, exercise all its rights of payment with respect
to  such  participation  as  fully as if such Lender were the direct creditor of
Borrowers  and  Guarantor  in the amount of such participation.  No Lender shall
exercise  any  setoff,  banker's  lien  or other similar right in respect to any
Obligations  without  the  prior  written  approval  by  Agent  Bank.

Section 9.14.     Delivery of Documents.  Agent Bank shall as soon as reasonably
practicable  distribute  to  each Lender at its primary address set forth on the
appropriate  counterpart  signature  page  hereof, or at such other address as a
Lender  may  request in writing, (i)copies of all documents to which such Lender
is  a  party  or  of  which  is executed or held by Agent Bank on behalf of such
Lender, (ii) all documents of which Agent Bank receives copies from Borrowers or
Guarantor pursuant to Article VI and Section 10.03, (iii) all other documents or
information  which  Agent  Bank  is  required to send to Lenders pursuant to the
terms  of this Credit Agreement, (iv) other information or documents received by
Agent  Bank  at the request of any Lender, and (v) all notices received by Agent
Bank  pursuant  to  Section  5.20.  In  addition,  within  fifteen  (15) Banking
Business  Days  after  receipt of a request in writing from a Lender for written
information  or  documents  provided  by or prepared by Borrowers, or Guarantor,
Agent  Bank  shall  deliver  such  written  information  or  documents  to  such
requesting  Lender  if  Agent Bank has possession of such written information or
documents  in  its  capacity  as  Agent  Bank  or  as  a  Lender.

Section 9.15.     Notice  of  Events of Default.  Agent Bank shall not be deemed
to have knowledge or  notice  of  the  occurrence  of  any Default or Event of
Default (other than nonpayment of principal of or interest on the Credit
Facility) unless Agent Bank has  received  notice in writing from a Lender,
Borrowers or Guarantor referring to  this  Credit Agreement or the other Loan
Documents, describing such event or condition  and  expressly  stating  that
such notice is a notice of a Default or Event  of Default.  Should Agent Bank
receive such notice of the occurrence of a Default  or Event of Default, or
should Agent Bank send Borrowers or Guarantor a notice  of
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Default  or  Event of Default, Agent Bank shall promptly give
notice  thereof  to  each  Lender.

                                  ARTICLE  II
                          GENERAL TERMS AND CONDITIONS
                          ----------------------------

     The  following terms and conditions shall be applicable throughout the term
of  this  Credit  Agreement:

Section  10.01.    Amendments  and Waivers. (a)  No amendment or modification of
any  provision  of  this Credit Agreement shall be effective without the written
agreement  of  Requisite  Lenders  (after  notice to all Lenders), Borrowers and
Guarantor  (except  for  amendments  to Section 9.04(a) which do not require the
consent  of  Borrowers  or  Guarantor),  and (b) no termination or waiver of any
provision  of this Credit Agreement, or consent to any departure by Borrowers or
Guarantor  therefrom  (except  as  expressly  provided  in  Section 9.11(a) with
respect  to  waivers  of late fees), shall in any event be effective without the
written  concurrence  of  Requisite Lenders (after notice to all Lenders), which
Requisite  Lenders  shall  have  the  right  to  grant or withhold at their sole
discretion, except that the following amendments, modifications or waivers shall
require  the  consent  of  all  Lenders:

a.     modify  any  requirement hereunder that any particular action be taken by
all the Lenders or by the Requisite Lenders, modify this Section 10.01 or change
     the  definition  of "Requisite Lenders", or remove Agent Bank under Section
9.09(a),  shall  be  effective  unless  consented  to  by  all  of  the Lenders;

b.     increase  the  Aggregate  Commitment  or  the Syndication Interest of any
Lender,  release  any  Collateral  except as specifically provided in the Credit
Agreement,  release  the  Guaranty  or  any Guarantor from liability thereunder,
extend the Maturity Date or change any provision expressly requiring the consent
of  all  Lenders  shall  be  made  without  the  consent  of  each  Lender;  or

c.     reduce  any fees described in Section 2.07(b) or extend the due date for,
or  reduce  or  postpone  the  amount of, any Scheduled Reductions on the Credit
Facility,  or reduce the rate of interest or postpone the payment of interest on
the  Credit  Facility,  shall be made without the consent of all of the Lenders.

No amendment, modification, termination or waiver of any provision of Article IX
or  any  other  provision referring to Agent Bank shall be effective without the
written  concurrence  of  Agent  Bank, but only if such amendment, modification,
termination  or  waiver  alters  the  obligations  or rights of Agent Bank.  Any
waiver  or  consent shall be effective only in the specific instance and for the
specific  purpose  for  which  it  was  given.  No  notice  to  or
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demand  on  Borrowers  or  Guarantor  in  any  case  shall  entitle Borrowers or
Guarantor  to  any  other  further  notice  or  demand  in  similar  or  other
circumstances.  Any  amendment,  modification,  termination,  waiver  or consent
effected  in  accordance  with  this  Section  10.01  shall  be  binding on each
assignee,  transferee  or  recipient of Agent Bank's or any Lender's Syndication
Interest  under  this  Credit  Agreement  or  the  Credit  Facility  at the time
outstanding.

Section  10.01.    Failure  to  Exercise Rights.  Nothing herein contained shall
impose  upon  Banks, Borrowers or Guarantor any obligation to enforce any terms,
covenants  or  conditions  contained  herein.  Failure  of  Banks,  Borrowers or
Guarantor,  in  any  one or more instances, to insist upon strict performance by
Borrowers,  Guarantor  or  Banks  of  any terms, covenants or conditions of this
Credit  Agreement  or the other Loan Documents, shall not be considered or taken
as a waiver or relinquishment by Banks, Borrowers or Guarantor of their right to
insist  upon  and  to  enforce  in  the  future,  by  injunction  or  other
appropriate legal or equitable remedy, strict compliance by Borrowers, Guarantor
or  Banks  with all the terms, covenants and conditions of this Credit Agreement
and  the  other Loan Documents.  The consent of Banks, Borrowers or Guarantor to
any  act  or omission by Borrowers, Guarantor or Banks shall not be construed to
be  a  consent  to  any  other  or  subsequent  act  or omission or to waive the
requirement  for Banks', Borrowers' or Guarantor's consent to be obtained in any
future  or  other  instance.

Section  10.03.    Notices and Delivery.  Unless otherwise specifically provided
herein,  any consent, notice or other communication herein required or permitted
to be given shall be in writing and may be personally served, telecopied or sent
by  courier service or United States mail and shall be deemed to have been given
when  delivered  in person or by courier service, upon receipt of a telecopy (or
on  the  next Banking Business Day if such telecopy is received on a non-Banking
Business  Day  or after 5:00 p.m. on a Banking Business Day) or four (4) Banking
Business  Days after deposit in the United States mail (registered or certified,
with postage prepaid and properly addressed).  Notices to Agent Bank pursuant to
Articles  II  shall  not  be  effective  until  received by Agent Bank.  For the
purposes  hereof,  the addresses of the parties hereto (until notice of a change
thereof  is  delivered  as provided in this Section 10.03) shall be as set forth
below  each party's name on the signature pages hereof, or, as to each party, at
such  other  address  as  may  be  designated by such party in an Assignment and
Assumption  Agreement  or  in a written notice to all of the other parties.  All
deliveries  to  be  made  to Agent Bank for distribution to the Lenders shall be
made  to  Agent Bank at the addresses specified for notice on the signature page
hereto  and  in  addition,  a  sufficient number of copies of each such delivery
shall  be  delivered  to  Agent  Bank for delivery to each Lender at the address
specified  for  deliveries on the signature page hereto or such other address as
may  be  designated  by  Agent  Bank  in  a  written  notice.
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Section  10.04.    Modification in Writing.  This Credit Agreement and the other
Loan Documents constitute the entire agreement between the parties and supersede
all  prior  agreements,  including,  without  limitation, the Commitment Letter,
whether  written  or  oral with respect to the subject matter hereof, including,
but  not  limited to, any term sheets furnished by any of the Banks to Borrowers
and/or  Guarantor.  Neither this Credit Agreement, nor any other Loan Documents,
nor  any  provision  herein,  or  therein, may be changed, waived, discharged or
terminated  orally,  but  only  by  an instrument in writing signed by the party
against  whom  enforcement  of  the  change, waiver, discharge or termination is
sought.

Section 10.05.    Other Agreements.  If the terms of any documents, certificates
or  agreements  delivered  in  connection  with  this  Credit  Agreement  are
inconsistent with the terms of the Loan Documents, Borrowers and Guarantor shall
use  their  best efforts to amend such document, certificate or agreement to the
satisfaction  of  Agent  Bank  to  remove  such  inconsistency.

Section  10.06.    Counterparts.  This  Credit  Agreement may be executed by the
parties hereto 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  but  one  and  the  same  document.

Section  10.07.    Rights,  Powers  and  Remedies  are  Cumulative.  None of the
rights,  powers  and  remedies  conferred upon or reserved to Agent Bank, Banks,
Borrowers  or Guarantor in this Credit Agreement are intended to be exclusive of
any other available right, power or remedy, but each and every such right, power
and  remedy shall be cumulative and not alternative, and shall be in addition to
every  right,  power  and  remedy  herein specifically given or now or hereafter
existing at law, in equity or by statute.  Any forbearance, delay or omission by
Agent Bank, Banks, Borrowers or Guarantor in the exercise of any right, power or
remedy  shall  not  impair  any  such right, power or remedy or be considered or
taken  as  a waiver or relinquishment of the right to insist upon and to enforce
in the future, by injunction or other appropriate legal or equitable remedy, any
of  said  rights,  powers  and remedies given to Agent Bank, Banks, Borrowers or
Guarantor  herein.  The  exercise  of  any  right or partial exercise thereof by
Agent  Bank,  Banks,  Borrowers  or  Guarantor  shall  not  preclude the further
exercise  thereof  and  the  same  shall continue in full force and effect until
specifically waived by an instrument in writing executed by Agent Bank or Banks,
as  the  case  may  be.

Section  10.08.    Continuing Representations.  All agreements, representations
and warranties made herein  shall  survive  the execution and delivery of this
Credit Agreement, the making  of  the Credit Facility hereunder and the
execution and delivery of each other  Loan  Document  until  and  final  payment
of  all  sums  owing
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<PAGE>

under the Credit Facility and each of the Credit Facility have
been  irrevocably  terminated.

Section  10.09.    Successors  and  Assigns.  All  of  the  terms,  covenants,
warranties  and  conditions  contained in this Credit Agreement shall be binding
upon and inure to the sole and exclusive benefit of the parties hereto and their
respective  successors  and  assigns.

Section  10.10.    Assignment  of  Loan  Documents  by  Borrowers or Syndication
Interests  by  Lenders.

a.     This Credit Agreement and the other Loan Documents to which Borrowers are
     parties  will  be  binding  upon and inure to the benefit of Borrowers, the
Agent  Bank,  each  of  the  Banks, and their respective successors and assigns,
except  that,  Borrowers  may not assign their rights hereunder or thereunder or
any  interest  herein  or  therein  without the prior written consent of all the
Lenders.  Any  attempted  assignment  or  delegation  in  contravention  of  the
foregoing  shall  be  null  and  void.  Any  Lender  may  at any time pledge its
Syndication  Interest  in the Credit Facility, the Credit Agreement and the Loan
Documents  to  a  Federal  Reserve  Bank,  but no such pledge shall release that
Lender  from its obligations hereunder or grant to such Federal Reserve Bank the
rights  of  a  Lender  hereunder  absent  foreclosure  of  such  pledge.

b.     Each Lender may assign all or any part of its Syndication Interest in the
Credit Facility  to any Affiliate of such Lender or to any other Lender without
Consent and  to  one or more financial institutions that are Eligible Assignees
with the prior  consent  of  the  Agent  Bank  and Borrowers (which consents
shall not be unreasonably  withheld  or  delayed); provided, however, that Agent
Bank and its Affiliates  shall  at  all  times  during  the  life of the Credit
Facility hold aggregate  Syndication  Interests  no  less  than  the  amount  of
the  largest Syndication  Interest  held  by  any Lender in the Credit Facility;
and further provided,  however, that the minimum amount of each such assignment
shall be One Million  Dollars  ($1,000,000.00),  or  such  lesser  amount  as
constitutes the remaining  amount  of  a  Lender's  Syndication  Interest in the
Credit Facility (except  that there shall be no minimum assignment among the
Lenders or to their Affiliates),  and  each  assignee  Lender  (or assignor if
so agreed between the assignee Lender and such assignor) shall pay to the Agent
Bank an assignment fee of  Two  Thousand  Five  Hundred  Dollars  ($2,500.00)
with respect to each such assignment.  Each  such  assignment  shall  be
evidenced  by  an  assignment substantially  in  the  form  of an Assignment and
Assumption Agreement or other form  reasonably  acceptable  to  Agent Bank,
Borrowers and Guarantor.  Upon any such  assignment,  the  assignee financial
institution shall become a Lender for all  purposes  under the Credit Agreement
and each of the Loan Documents and the assigning Lender shall be released from
its further obligations hereunder to the extent of such assignment.  Agent Bank
agrees to give prompt notice to Borrowers and  each  of  the  Lenders  of  each
assignment  made
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under  this  Section 10.10(b) and to deliver to Borrowers and each of the
Lenders each revision to the Schedule of Lenders' Proportions in Credit Facility
made  as  a  consequence  of  each  such  assignment.

c.     Each  Lender  may sell sub-participations without notice to or consent of
the  Borrowers  or Agent Bank to any Eligible Subparticipant for all or any part
of  its Syndication Interest in the Credit Facility; provided, however, that (i)
such selling Lender shall remain responsible for its total obligations under the
Credit  Agreement  and  each  of  the Loan Documents, (ii) the Borrowers and the
Agent  Bank shall continue to deal solely with such selling Lender in connection
with such Lender's rights and obligations under the Credit Agreement and each of
the  Loan  Documents,  and  (iii)  such  selling  Lender  shall  not  sell  any
participation  under  which  the  Eligible  Subparticipant  would have rights to
approve  any  amendment  or  waiver relating to the Credit Agreement or any Loan
Document  except to the extent any such amendment or waiver would (1) extend the
final  Maturity  Date  or  the date for the payment or any installments of fees,
principal  or  interest  due  in  respect of the Credit Facility, (2) reduce the
amount  of any Scheduled Reduction in respect to the Credit Facility, (3) reduce
the interest rates applicable to the Credit Facility or (4) release any material
portion  of  the  Collateral  or  Guarantor.  Notwithstanding the foregoing, the
rights  of the Lenders to make assignments and to grant sub-participations shall
be  subject  to  the  approval  by  the  Gaming  Authorities  of the assignee or
sub-participant,  to  the  extent  required  by  applicable  Gaming  Laws.

Section  10.11.    Action  by  Lenders.  Whenever  Banks shall have the right to
make  an  election, or to exercise any right, or their consent shall be required
for  any  action  under  this  Credit Agreement or the Loan Documents, then such
election, exercise or consent shall be given or made for all Banks by Agent Bank
     in  accordance  with the provisions of Section 10.01.  Notices, reports and
other  documents  required  to  be  given by Borrowers and/or Guarantor to Banks
hereunder  may be given by Borrowers and/or Guarantor to Agent Bank on behalf of
Banks,  with  sufficient  copies  for distribution to each of the Banks, and the
delivery  to  Agent  Bank  shall constitute delivery to Banks.  In the event any
payment  or  payments  are received by a Lender other than Agent Bank, Borrowers
and  Guarantor consent to such payments being shared and distributed as provided
herein.

Section  10.12.    Time of Essence.  Time shall be of the essence of this Credit
Agreement.

Section  10.13.    Choice  of  Law and Forum.  This Credit Agreement and each of
the Loan Documents shall  be  governed by and construed in accordance with the
internal laws of the State  of  Nevada  without  regard  to principles of
conflicts of law; provided, however,  that  Colorado  law shall govern the
perfection and enforcement of the Security Documentation.  Borrowers and
Guarantor further agree that the full and
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exclusive forum for  the determination of any action relating
to  this  Credit  Agreement,  the  Loan  Documents,  or  any  other  document or
instrument  delivered in favor of Banks pursuant to the terms hereof, other than
the Security Documentation, shall be either an appropriate Court of the State of
Nevada  or  the  United  States  District Court or United States Bankruptcy
Court  for  the  District  of  Nevada.  The  full  and  exclusive  forum for the
determination  of  any  action  relating  to  the  Security Documentation or the
Collateral  shall either be an appropriate court of the State of Colorado or the
United States District or the United States Bankruptcy Court for the District of
Colorado.

Section  10.14.     Arbitration.

a.     Other than an action or legal proceeding instituted by Agent Bank for the
purpose of exercising any remedy under the Security Documentation, upon the
request  of any party, whether made before or after the institution of any legal
proceeding, any action, dispute, claim or controversy of any kind (e.g., whether
in contract or in tort, statutory or common law, legal or equitable) ("Dispute")
now existing or hereafter arising between the parties in any way arising out of,
pertaining  to or in connection with the Credit Agreement, Loan Documents or any
related  agreements,  documents,  or instruments (collectively the "Documents"),
may, by summary proceedings (e.g., a plea in abatement or motion to stay further
proceedings),  bring  an  action  in court to compel arbitration of any Dispute.

b.     All Disputes between the parties shall be resolved by binding arbitration
governed  by  the  Commercial  Arbitration  Rules  of  the  American Arbitration
Association.  Judgment upon the award rendered by the arbitrators may be entered
in  any  court  having  jurisdiction.

c.     No  provision  of,  nor the exercise of any rights under this arbitration
clause shall limit the rights of any party, and the parties shall have the right
during any Dispute, to seek, use and employ ancillary or preliminary remedies,
judicial or otherwise, for the purposes of realizing upon, preserving,
protecting or foreclosing upon any property, real or personal, which is involved
in a Dispute, or which is subject to, or described in, the Documents, including,
without limitation, rights and remedies relating to: (i) foreclosing against any
real or personal  property  collateral  or  other security by the exercise of a
power of sale under the Security Documentation or other security agreement or
instrument, or applicable law, (ii) exercising self-help remedies (including
setoff rights) or  (iii) obtaining provisional or ancillary remedies such as
injunctive relief, sequestration,  attachment,  garnishment or the appointment
of a receiver from a court  having  jurisdiction  before,  during  or  after
the  pendency  of  any arbitration.  The  institution  and maintenance of an
action for judicial relief or  pursuit  of  provisional  or  ancillary  remedies
or  exercise of self-help remedies  shall not constitute a waiver of the right
of any party, including the plaintiff,  to  submit  the  Dispute  to arbitration
nor render inapplicable the compulsory  arbitration  provision  hereof.
                                       99
<PAGE>


Section 10.15.    Waiver of Jury Trial.  TO THE MAXIMUM EXTENT PERMITTED BY LAW,
BORROWERS,  GUARANTOR  AND EACH OF THE BANKS EACH MUTUALLY HEREBY EXPRESSLY
WAIVE  ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CAUSE OF ACTION, CLAIM, DEMAND,
OR  PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS CREDIT AGREEMENT, THE NOTE,
THE GUARANTY OR ANY OF THE LOAN DOCUMENTS, OR IN ANY WAY CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE DEALINGS OF BORROWERS, GUARANTOR AND BANKS WITH RESPECT
TO  THIS  CREDIT AGREEMENT, THE NOTE, THE GUARANTY OR ANY OF THE LOAN DOCUMENTS,
OR  THE  TRANSACTIONS  RELATED  HERETO,  IN  EACH  CASE  WHETHER NOW EXISTING OR
HEREAFTER  ARISING,  AND  IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE.  TO  THE  MAXIMUM  EXTENT  PERMITTED BY LAW, BORROWERS, GUARANTOR AND
EACH  OF  THE  BANKS  EACH MUTUALLY AGREE THAT ANY SUCH ACTION, CAUSE OF ACTION,
CLAIM,  DEMAND,  OR PROCEEDINGS SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY
AND  THAT  THE  DEFENDING PARTY MAY FILE AN ORIGINAL COUNTERPART OF THIS SECTION
WITH  ANY  COURT  OR  OTHER  TRIBUNAL  AS WRITTEN EVIDENCE OF THE CONSENT OF THE
COMPLAINING  PARTY  TO  THE  WAIVER  OF  ITS  RIGHT  TO  TRIAL  BY  JURY.

Section  10.16.    Scope  of  Approval and Review.  Any inspection of the Casino
Facilities  shall  be  deemed to be made solely for Banks' internal purposes and
shall  not be relied upon by the Borrowers, Guarantor or any third party.  In no
event  shall Lenders be deemed or construed to be joint venturers or partners of
Borrowers  or  Guarantor.

Section  10.17.    Severability  of Provisions.  In the event any one or more of
the  provisions  contained in this Credit Agreement shall be invalid, illegal or
unenforceable  in  any respect, the validity, legality and enforceability of the
remaining  provisions  contained  herein  shall  not  in  any way be affected or
impaired  thereby.

Section  10.18.    Cumulative  Nature  of  Covenants.  All  covenants  contained
herein  are  cumulative  and  not  exclusive of each other covenant.  Any action
allowed  by  any covenant shall be allowed only if such action is not prohibited
by  any  other  covenant.

Section  10.19.     Costs  to  Prevailing Party.  If any action or arbitration
proceeding is brought by  any  party against any other party under this Credit
Agreement or any of the Loan Documents, the prevailing party shall be entitled
to recover such costs and attorney's  fees  as  the  court  in  such  action
or  proceeding  may  adjudge reasonable.
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<PAGE>


Section  10.20.     Expenses.

a.     Generally.  Borrowers  and  Guarantor  agree  upon  demand  to  pay,  or
reimburse  Agent  Bank  for,  all  of Agent Bank's external audit, legal (to the
extent  incurred  following  the Closing Date and not relating to the closing of
this  Credit Agreement), appraisal, valuation and investigation expenses and for
all  other  reasonable out-of-pocket costs and expenses of every type and nature
(excluding  Lenders'  travel expenses, other than those travel expenses incurred
by Agent Bank both before and after the Closing Date in connection with the sale
of  Syndication  Interests  in  the Credit Facility, but including, without
limitation,  the  reasonable  fees,  expenses  and disbursements of Agent Bank's
internal  appraisers, environmental advisors or legal counsel) incurred by Agent
Bank  at  any  time  (whether  prior  to,  on  or  after the date of this Credit
Agreement)  in  connection with (i) its own audit and investigation of Borrowers
or Guarantor and the Collateral; (ii) the negotiation, preparation and execution
of  this  Credit  Agreement  (including, without limitation, the satisfaction or
attempted  satisfaction  of any of the conditions set forth in Article III), the
Security  Documentation  and  the  other  Loan  Documents  and  the  advance  of
Borrowings;  (iii)  the  review  and,  if  applicable,  acceptance of additional
Collateral,  including  appraisal  fees,  title  charges,  recording  fees  and
reasonable  attorneys' fees and costs incurred in connection therewith; (iv) any
appraisals  performed  pursuant to Section 5.24; (v) the creation, perfection or
protection  of  the Security Documentation on the Collateral (including, without
limitation,  any fees and expenses for title and lien searches, local counsel in
various  jurisdictions,  filing  and recording fees and taxes, duplication costs
and  corporate search fees); (vi) enforcement of the Credit Agreement, the other
Loan  Documents,  the  Borrowings  and  the  Collateral,  including,  without
limitation,  consultation  with attorneys in connection therewith; and (vii) the
protection,  collection  or  enforcement  of  any  of  the  Obligations  or  the
Collateral,  including  Protective  Advances.

b.     After  Event  of  Default.  Borrowers  and  Guarantor  further  agree to
pay, or reimburse  Agent  Bank  and  Lenders, for all reasonable out-of-pocket
costs and expenses,  including  without  limitation  reasonable  attorneys'
fees  and disbursements incurred by Agent Bank or Lenders after the occurrence
of an Event of  Default  (i)  in  enforcing  any  Obligation  or  in foreclosing
against the Collateral  or  exercising  or  enforcing any other right or remedy
available by reason  of  such  Event  of  Default; (ii) in connection with any
refinancing or restructuring of the credit arrangements provided under this
Credit Agreement in the  nature of a "work-out" or in any insolvency or
bankruptcy proceeding; (iii) in  commencing,  defending  or  intervening  in
any  litigation  or in filing a petition,  complaint,  answer, motion or other
pleadings in any legal proceeding relating  to  Borrowers,  or  Guarantor  and
related  to  or arising out of the transactions  contemplated  hereby;  (iv)
in taking any other action in or with respect  to any suit or proceeding
(whether in bankruptcy or otherwise) relating to  the  Borrowers  or  Guarantor
or  arising  out of or relating to the Credit Facility;  (v)  in  protecting,
preserving,
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collecting, leasing, selling, taking possession of, or liquidating any of
the  Collateral;  or (vi) in attempting to enforce or enforcing any lien in
any  of  the  Collateral  or  any other rights under the Security Documentation.

Section  10.21.    Setoff.  In  addition to any rights and remedies of the Agent
Bank  provided  by law, if any Event of Default exists, Agent Bank is authorized
at  any  time  and  from  time to time, without prior notice to the Borrowers or
Guarantor,  any  such  notice  being waived by the Borrowers or Guarantor to the
fullest  extent  permitted  by  law,  to  set-off and apply any and all deposits
(general  or  special, time or demand, provisional or final) at any time held by
Agent  Bank  to  or  for  the credit or the account of any Borrower or Guarantor
against  any  and  all  obligations  of  Borrowers or Guarantor under the Credit
Facility,  now  or  hereafter existing, irrespective of whether or not the Agent
Bank shall have made demand under this Credit Agreement or any Loan Document and
although  such  amounts  owed  may  be contingent or unmatured.  Agent Bank
agrees  promptly  to  notify  the  Borrowers and Guarantor (and Agent Bank shall
promptly notify each Lender) after any such setoff and application made by Agent
Bank;  provided,  however, that the failure to give such notice shall not affect
the  validity  of  such set-off and application.  The rights of Agent Bank under
this  Section 10.21 are in addition to the other rights and remedies which Agent
Bank  may  have.

Section  10.22.    The  Existing  Credit  Agreement  and Existing RLC Note.  The
parties  hereto  agree that as of the Closing Date the Existing Credit Agreement
shall  be and is hereby amended, superseded and restated in its entirety by this
Credit  Agreement  and  the  Existing  RLC  Note shall be and is hereby amended,
superseded  and restated in its entirety by the Revolving Credit Note.  Promptly
following  the  Closing  Date,  Agent  Bank  shall  return  to the Borrowers the
Existing  RLC  Note  marked  "cancelled,  superseded  and  restated."

Section  10.23.   Schedules  Attached.  Schedules  are  attached  hereto  and
incorporated  herein  and  made  a  part  hereof  as  follows:
     Schedule  2.01(a) -     Schedule of Lenders' Proportions in Credit Facility

     Schedule  2.01(c)  -     Aggregate  Commitment  Reduction  Schedule

     Schedule  3.16     -     Schedule  of  Significant  Litigation

     Schedule  4.16     -     Schedule  of  Spaceleases

     Schedule  4.17     -     Schedule  of  Equipment  Leases  and  Contracts

     Schedule  4.25     -     Schedule  of  Contingent  Liabilities

     Section  10.24.     Exhibits Attached. Exhibits are attached  hereto  and
                         incorporated  herein  and  made  a  part  hereof  as
                         follows:
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<PAGE>


     Exhibit  A     -     Revolving  Credit  Note  -  Form

     Exhibit  B     -     Guaranty  -  Form

     Exhibit  C     -     Notice  of  Borrowing  -  Form

     Exhibit  D     -     Authorized  Officer's  Certificate  -  Form

     Exhibit  E     -     Closing  Certificate  -  Form

     Exhibit  F     -     Compliance  Certificate  -  Form

     Exhibit  G     -     Pricing  Certificate  -  Form

     Exhibit  H     -     Continuation/Conversion  Notice  -  Form

     Exhibit  I     -     Payment  Subordination  Agreement  -  Form

     Exhibit  J     -     Cash  Collateral  Pledge  Agreement  -  Form

     Exhibit  K     -     Legal  Opinion  -  Form

     Exhibit  L     -     Assignment  and  Assumption  Agreement  -  Form

     Exhibit  M     -     Title  Report

     Exhibit  N     -     Office  Building  Parcel  -  Description
                                      103
<PAGE>

IN  WITNESS  WHEREOF, the parties hereto have caused this Credit Agreement to be
executed  as  of  the  day  and  year  first  above  written.

     BORROWERS:

     WMCK  VENTURE  CORP.,
     a  Delaware  corporation


     By /s/ Larry Hannappel
          Larry  Hannappel,
          Secretary

     CENTURY  CASINOS  CRIPPLE
     CREEK,  INC.,
     a  Colorado  corporation


     By /s/ Larry Hannappel
          Larry  Hannappel,
          Secretary

     WMCK  ACQUISITION
     CORP.,  a  Delaware
     corporation


     By /s/ Larry Hannappel
          Larry  Hannappel,
          Secretary

                                      104
<PAGE>

     GUARANTOR:

     CENTURY  CASINOS,  INC.,
     a  Delaware  corporation


     By /s/ Larry Hannappel
          Larry  Hannappel,
          Secretary

     Address  for  the  Borrower
     Consolidation  and  Guarantor:

     200  East  Bennett  Avenue
     Cripple  Creek,  CO  80813
     Attn:  Larry  Hannappel

     Phone:  (719)  689-0333
     Fax:   (719)  689-3039

     with  a  copy  to:

     Douglas  R.  Wright,  Esq.
     Faegre  &  Benson,  LLP
     2500  Republic  Plaza
     370  17th  Street
     Denver,  CO  80202

     Phone:  (303)  820-0671
     Fax:  (303)  820-0600

                                      105
<PAGE>

     BANKS:

     WELLS  FARGO  BANK,
     National  Association,
     Agent  Bank,  L/C  Issuer  and  Lender


     By /s/ Rick Bokum
          Rick  Bokum,
          Assistant  Vice  President

     Address:

     Wells  Fargo  Bank,  N.A.
     3800  Howard  Hughes  Parkway
     Las  Vegas,  NV  89109
     Attn:  Rick  Bokum,  A.V.P.

     Phone:  (702)  791-6185
     Fax:  (702)  791-6248
                                      106
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