CONTRIBUTION AGREEMENT

                                      dated

                             as of October 12, 2004

                                      among

                         CENTURY CASINOS TOLLGATE INC.,

                             TOLLGATE VENTURE, LLC,

                              KJE INVESTMENTS, LLC,

                            CENTRAL CITY VENTURE, LLC

                                       AND

                                 CC TOLLGATE LLC









DNVR1:60280458.02

<PAGE>


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

Article 1 CONTRIBUTIONS OF TOLLGATE AND CENTURY TO THE LLC....................2

  1.1     Tollgate Contribution...............................................2

  1.2     Tollgate Retained Assets............................................4

  1.3     Assumption of Tollgate Liabilities..................................4

  1.4     Tollgate Retained Liabilities.......................................4

  1.5     Title to the Tollgate Contributed Assets; Documents of Conveyance...6

  1.6     Century Contribution................................................6

  1.7     Issuance of Units; Payments to Tollgate and Others..................6

  1.8     Closing.............................................................7

Article 2 REPRESENTATIONS AND WARRANTIES......................................7

  2.1     Representations and Warranties of Tollgate, TV and KJE..............7

  2.2     Representations and Warranties of Century..........................19

  2.3     Representations and Warranties - General...........................19

Article 3 COVENANTS OF THE PARTIES...........................................20

  3.1     Best Efforts; Further Assurances...................................20

  3.2     Due Diligence Investigation........................................20

  3.3     Expenses; Transfer Taxes...........................................21

  3.4     Bulk Transfer Laws.................................................21

  3.5     Press Releases and Disclosure......................................21

  3.6     Cooperation in the Defense of Claims...............................21

  3.7     Regulatory Approvals...............................................21

  3.8     Employee Matters...................................................21

  3.9     Access to Records After Closing....................................22

Article 4 COVENANTS OF Tollgate..............................................23
<PAGE>


  4.1     Conduct of Business Pending Closing................................23

  4.2     Disclosure Supplements.............................................24

  4.3     Closing............................................................24

  4.4     Confidentiality....................................................24

  4.5     Maintenance of Insurance...........................................25

  4.6     Maintenance of, and Access to, Records.............................25

  4.7     Non-Competition....................................................25

  4.8     Discontinuance of Contributed Names................................26

  4.9     No Shopping........................................................26

  4.10    Further Assurances; Business Relationships; Assertion of Claims....27

  4.11    Powers of Attorney.................................................27

Article 5 CONDITIONS TO OBLIGATION OF PARTIES TO CONSUMMATE CLOSING..........27

  5.1     Conditions to Century's Obligations................................27

  5.2     Conditions to Tollgate's Obligations...............................30

  5.3     Conditions to the LLC's Obligations................................31

Article 6 INDEMNIFICATION....................................................31

  6.1     Indemnification by Tollgate........................................31

  6.2     Indemnification by Century.........................................32

  6.3     Notice of Claim;
          Right to Participate in and Defend Third Party Claim...............32

Article 7 TERMINATION........................................................33

  7.1     Termination........................................................33

  7.2     Effect of Termination..............................................34

Article 8 MISCELLANEOUS......................................................34

  8.1     Modifications; Waiver..............................................34

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  8.2     Notices............................................................35

  8.3     Counterparts.......................................................36

  8.4     Expenses...........................................................36

  8.5     Binding Effect; Assignment.........................................36

  8.6     Governing Law......................................................36

  8.7     Entire and Sole Agreement..........................................36

  8.8     Third Parties......................................................36

  8.9     Certain Definitions................................................36

  8.10    Remedies Not Exclusive.............................................37

  8.11    Gender and Number..................................................37

  8.12    Invalid Provisions.................................................37

  8.13    Construction.......................................................37

  8.14    Headings...........................................................37


                                      iii

<PAGE>



                         LIST OF EXHIBITS AND SCHEDULES

Exhibits
--------

Exhibit A                Limited Liability Company Agreement
Exhibit B                Century Casino Services Agreement
Exhibit C                Holland & Hart Opinion









Schedules
---------

Real Estate and Leases
Assumed Contracts
Intellectual Property
Liens
Fixed Assets
Financial Statements
Liabilities
Contracts
Litigation
Changes in Circumstances
Taxes
Insurance
Assignments and Consents
Permits
Insider Debt
Franchises





                                       iv
<PAGE>



                             CONTRIBUTION AGREEMENT

     This Contribution Agreement (the "Agreement") is entered into among Century
Casinos Tollgate Inc., a Delaware corporation ("Century"); Central City Venture,
LLC, a Colorado limited liability company ("Tollgate"); Tollgate Venture, LLC, a
Colorado limited liability company ("TV"); KJE Investments,  LLC ("KJE"); and CC
Tollgate LLC, a Delaware limited  liability  company,  the sole members of which
are Century and Tollgate (the "LLC).


                                    RECITALS

     A. Century is engaged in the ownership, management and operation of casinos
worldwide.

     B.  Tollgate  owns and  leases  certain  assets  and  properties,  real and
personal,  tangible and intangible,  which are located in Central City, Colorado
and described in more detail in Section 1.1 (the "Property").

     C.  Century and Tollgate  have formed the LLC in order to develop,  own and
operate a casino on the Property (the "Casino").

     D.  In  accordance  with  Section  3.2 of  the  Limited  Liability  Company
Agreement of the LLC (the "Operating Agreement"),  the form of which is attached
as Exhibit A, as its initial  Capital  Contribution  (as defined in Article I of
the Operating Agreement),  Tollgate desires to contribute the Property and other
assets  to the LLC,  and the LLC will  assume  certain  of the  liabilities  and
obligations of Tollgate  relating to the Property and other  contributed  assets
(and none others),  on the terms and  conditions set forth in this Agreement and
the Operating  Agreement,  in exchange for which initial  Capital  Contribution,
Tollgate  will  become  a Member  (as  defined  in  Article  I of the  Operating
Agreement)  of the LLC and will receive  3,500 Units (as defined in Article I of
the Operating Agreement) of the LLC.

     E.  On  the  Contribution  Date  (as  hereinafter  defined),  John  Zimpel,
Elizabeth J. Zimpel and John Clemenson will be released as guarantors of certain
specified indebtedness and other obligations of Tollgate, TV and KJE.

     F. In  accordance  with  Section  3.1 of the  Operating  Agreement,  as its
initial Capital  Contribution,  Century desires to contribute cash in the amount
of $3,500,000 to the LLC on the terms and conditions set forth in this Agreement
and the Operating Agreement in exchange for which initial Capital  Contribution,
Century will become a Member of the LLC and will receive 6,500 Units of the LLC.


                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
representations,  warranties,  covenants,  agreements,  terms and conditions set
forth  below,  the receipt and  adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:
<PAGE>


                                    Article 1
                CONTRIBUTIONS OF TOLLGATE AND CENTURY TO THE LLC

     1.1  Tollgate  Contribution.  On the terms and  subject  to the  conditions
contained  herein,  Tollgate  hereby  sells,  assigns,  conveys,  transfers  and
delivers  to the LLC, as its initial  Capital  Contribution,  at the Closing (as
hereinafter  defined) and on the Contribution  Date, free and clear of all title
defects,  objections,  liens,  pledges,  claims, prior assignments,  conditional
sales contracts,  rights of first refusal, options, charges, security interests,
mortgages and other liens of any nature whatsoever (collectively, "Liens") other
than Permitted Liens (as hereinafter  defined),  all of Tollgate's right,  title
and  interest  in,  to and  under  all of the  assets,  properties,  rights  and
interests owned, used, occupied or held by or for the benefit of Tollgate in the
Property as the same  exists as of the  Contribution  Date and the other  assets
described in this Section 1.1 (collectively, the "Tollgate Contributed Assets").
The Tollgate  Contributed Assets,  without limitation,  include the following as
they exist on the Contribution Date:

     (a) Fee  Property.  All real  property  rights  and  interests  of any kind
whatsoever  owned by Tollgate,  including  the rights and  interests  identified
under the heading  "Fee  Property"  on the  Schedule  entitled  "Real Estate and
Leases"  attached  hereto,  which  consist  of:  (i) the land more  particularly
described under such heading,  which  descriptions  are  incorporated  herein by
reference,  (ii) all buildings,  structures,  and leasehold improvements located
thereon and all easements, rights-of-way and appurtenances relating thereto, and
(iii) all fixtures, machinery,  apparatus or equipment affixed to said premises,
including,  without  limitation,  all of the electrical,  heating,  ventilation,
plumbing, air conditioning, air compression, electrical wiring, water and sewage
systems  and  all  other  systems  located  on  said  premises,  and  all  other
structures, fences and improvements (collectively, the "Fee Property").

     (b) Leased  Property.  All rights and interests under the lease  agreements
(the "Lease  Agreements") more particularly  described under the heading "Leased
Property" on the Schedule  entitled  "Real Estate and Leases"  attached  hereto,
which descriptions are incorporated herein by reference (the premises subject to
the Lease Agreements being hereinafter  collectively  referred to as the "Leased
Property" and together with the Fee Property, the "Real Property").

     (c)  Machinery,  Equipment and Supplies.  All tangible  personal  property,
equipment,   machinery,  tools,  supplies,  furniture,  leasehold  improvements,
non-inventoried  stores and  supplies,  including but not limited to, leases and
subleases  of personal  property or  equipment,  and all  maintenance  and other
operating supplies (whether inventoried or not) and other miscellaneous tangible
personal  property of  Tollgate  used in or useful to the  Tollgate  Contributed
Assets,  whether or not located at or on the Real  Property at the  Contribution
Date (collectively, the "Machinery and Equipment").

     (d) Contracts and Franchise Agreements.  All rights, benefits and interests
of Tollgate in, to and under the contracts,  licenses,  leases, purchase orders,
commitments,  undertakings and other agreements or arrangements, whether written
or oral,  of Tollgate set forth in the  Schedule  entitled  "Assumed  Contracts"
attached hereto (the "Assumed Contracts"),  including,  without limitation,  all
franchise agreements, limited partnership agreements, development agreements and
other material agreements to which Tollgate is a party and which

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<PAGE>

relate to the Tollgate  Contributed  Assets set forth in the  Schedule  entitled
"Assumed Contracts" attached hereto (collectively, the "Franchise Agreements").

     (e) Intellectual Property Rights. All inventions, discoveries,  trademarks,
patents, patent disclosures,  trade dress, trade names, service marks, logos and
designs, copyrights, mask words, know-how, intellectual property, software, shop
rights, licenses, developments, research data, designs, technology, discoveries,
trade secrets (technical and non-technical),  test procedures,  processes,  data
and documentation  (including electronic media), formulas and other confidential
information, intellectual and similar intangible property rights, whether or not
patentable  (or  otherwise  subject  to  legally  enforceable   restrictions  or
protections   against   unauthorized   third  party  usage),  and  any  and  all
applications  for, and  extensions,  divisions  and  reissuances  of, any of the
foregoing, and rights therein and the goodwill associated therewith,  including,
without limitation, the intellectual and intangible property rights described on
the Schedule entitled "Intellectual Property" attached hereto (collectively, the
"Intellectual Property").

     (f) Business Records. All books and records, including, without limitation,
all  files,  invoices,  forms,  accounts,  correspondence,  production  records,
technical, accounting, manufacturing and procedural manuals, employment records,
studies,  reports or summaries  relating to any  Environmental  Requirements (as
hereinafter  defined),  and other  books and records  relating  to the  Tollgate
Contributed   Assets  or  other  assets  or  properties  and  any   confidential
information  which  has  been  reduced  to  writing  or  other  tangible  medium
(collectively, the "Business Records").

     (g)  Permits.   All   licenses,   permits,   certificates,   registrations,
authorizations,  approvals,  variances,  waivers or consents (collectively,  the
"Permits"),  to the extent transferable,  issued by any foreign,  United States,
state or local governmental entity or municipality or subdivision thereof or any
authority,   department,   commission,   board,   bureau,   agency,   court   or
instrumentality (collectively, "Governmental Authorities").

     (h) Prepaids.  All prepaid  expenses,  advance payments,  deposits,  surety
accounts  and other  similar  assets,  including,  without  limitation,  prepaid
deposits with  suppliers  and utilities  other than the earnest money deposit on
the Real Estate  Contract  dated May 29, 2003 between KJE and Gilpin  Industrial
LLC, as amended (the "Gym Contract") (collectively, the "Prepaids").

     (i) Insurance. All rights, claims and benefits of Tollgate in, to and under
all insurance  policies  maintained  by Tollgate and proceeds of such  insurance
policies.

     (j)  Causes of Action.  Any and all causes of action or claims of  Tollgate
against any third party that arose or will arise in connection with the Tollgate
Contributed Assets prior to the Contribution Date.

     (k) Miscellaneous.  All other assets,  properties,  rights and interests of
Tollgate, of every kind, nature and description, whether tangible or intangible,
real,  personal  or  mixed,  and  wherever  situated,  all  of  which  are to be
transferred, conveyed, assigned and

                                       3
<PAGE>

delivered  to the  LLC at the  Closing  pursuant  to this  Agreement,  including
without limitation all of the assets listed as such on the Financial  Statements
(as hereinafter defined).

     1.2  Tollgate  Retained  Assets.  Anything in Section  1.1 to the  contrary
notwithstanding,  the following  assets  (collectively,  the "Tollgate  Retained
Assets") shall be retained by Tollgate, and the LLC shall in no way be construed
to have purchased or acquired (or to be obligated to purchase or to acquire) any
interest whatsoever in any of the following:

     (a)  Tollgate LLC Records.  Tollgate's  minute books and limited  liability
organizational documents.

     (b)  Transaction  Documents.  The rights of Tollgate under the  Transaction
Documents (as hereinafter defined).

     1.3  Assumption  of Tollgate  Liabilities.  On the terms and subject to the
conditions set forth in this  Agreement,  the LLC will assume,  at and as of the
Contribution  Date, and will thereafter  pay,  perform and discharge as and when
due the  following,  and only the  following,  liabilities  and  obligations  of
Tollgate (collectively, the "Tollgate Contributed Liabilities"):

     (a) Balance Sheet. All liabilities and obligations of Tollgate as set forth
on the Initial Balance Sheet (as hereinafter defined),  less payments thereon or
discharges thereof prior to the Contribution Date.

     (b) Contracts.  All liabilities  and obligations of Tollgate  arising under
the terms of the "Assumed Contracts" but only to the extent such liabilities and
obligations  arise or accrue  after the  Contribution  Date in the  ordinary and
normal  course  and  consistent  with  past  practice  and the  representations,
warranties,  covenants,  obligations and agreements set forth in this Agreement;
provided,  however,  that the LLC will not assume or be responsible for any such
liabilities  or  obligations  which  arise from  breaches  thereof  or  defaults
thereunder  by  Tollgate,   all  of  which  liabilities  and  obligations  shall
constitute Tollgate Retained Liabilities (as hereinafter defined).

     (c) Loans.  All  liabilities  and  obligations of Tollgate under loans that
total $2,550,000 as of the date of this Agreement.

     1.4  Tollgate  Retained  Liabilities.  Except as provided  in Section  1.3,
Tollgate shall retain, and the LLC shall not assume, or be responsible or liable
with respect to, any  liabilities  or  obligations  of,  Tollgate,  or otherwise
relating to the  Tollgate  Contributed  Assets or any present or former owner or
operator  thereof,  whether or not of,  associated with, or arising from, any of
the Tollgate  Contributed  Assets,  and whether fixed,  contingent or otherwise,
known or unknown (collectively, the "Tollgate Retained Liabilities"), including,
without limitation, the following:

     (a)  Pre-Closing.  All liabilities  and  obligations  relating to, based in
whole or in part on events or  conditions  occurring  or existing in  connection
with,  or  arising  out  of,  the  Tollgate  Contributed  Assets  prior  to  the
Contribution Date, or the ownership, possession, use, operation or sale or other
disposition prior to the Contribution Date of the Tollgate Contributed

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<PAGE>

Assets (or any other assets, properties,  rights or interests associated, at any
time prior to the Contribution Date, with the Tollgate Contributed Assets);

     (b) Liabilities Relating to the Sale of Tollgate Contributed Assets. Except
for the liability to Innovation  Capital,  all  liabilities  and  obligations of
Tollgate or any of its Affiliates (as hereinafter  defined), or their respective
members, partners, directors, officers,  shareholders or agents, arising out of,
or relating to, this  Agreement or the Operating  Agreement or the  transactions
contemplated  thereby  whether  incurred  prior  to,  at, or  subsequent  to the
Contribution Date, including,  without limitation, all finder's or broker's fees
and expenses, and any and all fees and expenses of any attorneys, accountants or
other  professionals  retained  by or on  behalf  of  Tollgate  or  any  of  its
Affiliates;

     (c)  Employee-Related  Liabilities.  All liabilities and obligations to any
Persons at any time employed by Tollgate or its  Affiliates or their  respective
predecessors-in-interest  with respect to the Tollgate  Contributed  Assets, the
business of Tollgate or otherwise,  at any time or to any such Person's spouses,
children, other dependents or beneficiaries,  with respect to incidents, events,
exposures or circumstances occurring at any time during the period or periods of
any such Persons'  employment by Tollgate or its Affiliates or their  respective
predecessors-in-interest,   whenever   such  claims   mature  or  are  asserted,
including, without limitation, all liabilities and obligations arising (i) under
any employee plans, (ii) under any employment, wage and hour restriction,  equal
opportunity,  discrimination,  plant closing or immigration  and  naturalization
laws,  (iii) under any  collective  bargaining  Laws (as  hereinafter  defined),
agreements or arrangements, or (iv) in connection with any workers' compensation
or any other employee health, accident, disability or safety claims;

     (d) Litigation. All liabilities and obligations relating to any litigation,
action,  suit,  claim  (including  a citation or  directive),  investigation  or
proceeding ("Claim") pending on the date hereof, or constituted hereafter, based
in whole or in part on events or conditions  occurring or existing in connection
with,  or arising out of, or otherwise  relating  to, the  Tollgate  Contributed
Assets or any business  operated by Tollgate or any of its Affiliates (or any of
their respective  predecessors-in-interest),  or the ownership, possession, use,
operation,  sale or other  disposition  prior to the Contribution Date of any of
the Tollgate  Contributed  Assets (or any other  assets,  properties,  rights or
interests  associated,  at any time  prior to the  Contribution  Date,  with the
Tollgate Contributed Assets);

     (e) Taxes.  All  liabilities  and  obligations  of  Tollgate  or any of its
Affiliates (or any of their respective  predecessors-in-interest)  for any Taxes
(as hereinafter defined) due or becoming due by reason of (i) the conduct of any
business  by  Tollgate  or  any  of  its  Affiliates,  or  (ii)  the  ownership,
possession, use, operation,  purchase,  acquisition, sale or disposition, of any
of the Tollgate  Contributed Assets,  including,  without limitation,  (1) Taxes
attributable to the sale of inventory and employee  withholding tax obligations;
(2) Taxes  imposed on, or accruing as a result of the  purchase  and sale of the
Tollgate  Contributed  Assets; and (3) Taxes attributable to, or resulting from,
recapture of  depreciation,  other tax benefit items, or otherwise  arising from
the transactions contemplated by this Agreement;

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<PAGE>


     (f) Breach of Transaction Documents. All liabilities and obligations, known
or unknown, fixed,  contingent or otherwise,  the existence of which is a breach
of, or inconsistent with, any representation,  warranty, covenant, obligation or
agreement of Tollgate set forth in the Transaction Documents;

     (g) Liabilities  Relating to Tollgate Retained Assets.  All liabilities and
obligations  relating  to,  based in whole or in part on  events  or  conditions
occurring or existing in connection with, or arising out of, any and all assets,
properties,  rights  and  interests  which  are not  being  acquired  by the LLC
hereunder, including, without limitation, the Tollgate Retained Assets;

     (h)  Post-Contribution  Date. All liabilities  and obligations  incurred by
Tollgate or its Affiliates or their  respective  members,  partners,  directors,
officers, shareholders, agents or employees after the Contribution Date.

     1.5 Title to the Tollgate Contributed Assets;  Documents of Conveyance.  At
Closing,  Tollgate  shall convey all of its right,  title and interest in and to
the Tollgate  Contributed  Assets to the LLC free and clear of all  obligations,
liabilities and Liens,  excepting only the Tollgate Contributed  Liabilities and
Permitted Liens.  Title to the Tollgate  Contributed  Assets other than the Real
Property shall be conveyed  pursuant to a General  Assignment,  Bill of Sale and
Assumption Agreement ("Assignment Agreement") in form and substance satisfactory
to Century, and by such other documents as are reasonably  acceptable to counsel
for Century in  accordance  with the terms  hereof.  Each of the parties  hereto
agrees to use its best  efforts to take or cause to be taken all action,  and to
do, or cause to be done, all things reasonably  necessary,  proper or advisable,
whether  before  or after  Closing,  to  ensure  that  transfer  of title to the
Tollgate Contributed Assets to the LLC occurs as contemplated hereunder.

     1.6  Century  Contribution.  On the terms  and  subject  to the  conditions
contained herein, Century hereby agrees to contribute to the LLC, as its Capital
Contribution, $3,500,000 on the Contribution Date (the "Century Contribution").

     1.7 Issuance of Units; Payments to Tollgate and Others.
     -------------------------------------------------------

     (a) In exchange for the Century Contribution, on the Contribution Date, the
LLC shall issue to Century 6,500 Units.

     (b) In exchange for the Tollgate  Contributed  Assets,  on the Contribution
Date, the LLC shall issue to Tollgate 3,500 Units.

     (c) As additional  consideration  for the Tollgate  Contributed  Assets, on
Commencement of Construction  (as defined in the Operating  Agreement),  the LLC
shall pay Tollgate $1.0 million in cash,  subject to offset  pursuant to Section
6.3(e).

     (d) As additional consideration for the Tollgate Contributed Assets, on the
Contribution  Date the LLC shall issue to Tollgate a promissory note in form and
substance satisfactory to Century and Tollgate.

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<PAGE>

     (e) As additional  consideration for the Tollgate  Contributed  Assets, the
LLC shall pay on the Contribution Date transaction fees payable in an amount not
to exceed $350,000 to Innovation Capital.

     (f) On the  Contribution  Date,  John Zimpel,  Elizabeth J. Zimpel and John
Clemenson will be released as guarantors of certain  specified  indebtedness and
other obligations of Tollgate and KJE.

     (g) As additional  consideration for the Tollgate  Contributed  Assets, the
LLC shall pay  Tollgate on the first  anniversary  of the date of opening of the
Casino the earnest money Tollgate or KJE has paid towards the Gym Contract.

     1.8  Closing.  The  closing of the  transactions  contemplated  hereby (the
"Closing")  shall  occur at the  offices of Faegre & Benson  LLP,  1700  Lincoln
Street,  Suite 3200,  Denver,  Colorado 80203 as soon as  practicable  after the
conditions to Closing set forth in Article 5 have been satisfied or waived.  The
actual date of Closing is referred to herein as the "Contribution Date."

                                    Article 2
                         REPRESENTATIONS AND WARRANTIES

     2.1  Representations and Warranties of Tollgate,  TV and KJE. Tollgate,  TV
and KJE jointly and  severally  represent  and warrant to Century and the LLC as
follows.  References  in this  section  to  "Tollgate"  shall  refer  to each of
Tollgate, TV and KJE.

     (a) Organization and Standing;  Power and Authority.  Tollgate is a limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the State of  Colorado,  and has full power and  authority to own or
lease  the  Tollgate  Contributed  Assets  and to enter  into and  perform  this
Agreement and the Operating  Agreement and the transactions and other agreements
and  instruments  contemplated  by such  Agreements.  Tollgate has no subsidiary
entities,  and Tollgate and its Affiliates own no interest,  direct or indirect,
in any other business enterprise,  firm or corporation that would compete in any
way with the Casino.  Tollgate is duly qualified or licensed to do business as a
foreign  corporation  and is in good standing in each  jurisdiction in which the
ownership  or  lease  of  the  Tollgate   Contributed   Assets   requires   such
qualification.  This  Agreement  and  the  Operating  Agreement  and  all  other
agreements  and  instruments  executed  and  delivered  or  to be  executed  and
delivered by Tollgate,  in connection herewith  (collectively,  the "Transaction
Documents")  have been,  or upon  execution  thereof will be, duly  executed and
delivered  by  Tollgate.   The  Transaction   Documents  and  the   transactions
contemplated  thereby  have been  duly  approved  by the  members  of  Tollgate,
enforceable in accordance with their respective terms.

     (b)  Conflicts;  Defaults.  Neither  the  execution  and  delivery  of  the
Transaction  Documents  nor the  performance  by  Tollgate  of the  transactions
contemplated  thereby will (i) violate,  conflict  with, or constitute a default
under,  any of the terms of  Tollgate's  Articles of  Organization  or Operating
Agreement any  provisions  of, or result in the  acceleration  of any obligation
under,  any  contract,  sales  commitment,  license,  purchase  order,  security
agreement,


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<PAGE>

mortgage, note, deed, lien, lease, agreement or instrument,  including,  without
limitation, the Assumed Contracts, or any order, judgment or decree, relating to
the  Tollgate   Contributed  Assets,  or  by  which  Tollgate  or  the  Tollgate
Contributed  Assets are bound,  (ii) result in the creation or imposition of any
Liens  or  Claims  in  favor  of any  third  Person  upon  any  of the  Tollgate
Contributed Assets, (iii) violate any Law, (iv) constitute an event which, after
notice  or lapse or time or both,  would  result  in such  violation,  conflict,
default,  acceleration,  or  creation  or  imposition  of Liens or  Claims,  (v)
constitute  an event which,  after  notice of lapse of time or  otherwise  would
create,  or cause to be exercisable  or  enforceable,  any option,  agreement or
right of any kind to purchase any of the Tollgate Contributed Assets.  Except as
set forth on the  Schedule  entitled  "Assignments  and  Consents,"  no consent,
novation,   approval,   authorization,   requirement   (including   filing   and
registration requirements), waiver or agreement (collectively,  "Consents") will
be required to be obtained or satisfied for the continued performance by the LLC
following the Closing of any  contract,  agreement,  commitment  or  undertaking
included in the Tollgate Contributed Assets.  Tollgate is not in violation of or
in default under its Articles of  Organization  or Operating  Agreement,  or any
provision of any contract, sales commitment,  license,  purchase order, security
agreement, mortgage, note, deed, lien, lease, agreement or instrument, including
without  limitation,  the Assumed Contracts,  or any order,  judgment or decree,
relating  to the  Tollgate  Contributed  Assets,  or by  which  Tollgate  or the
Tollgate  Contributed  Assets is bound,  or in the payment of any of  Tollgate's
monetary  obligations or debts relating to the Tollgate  Contributed Assets, and
there exists no condition or event which, after notice or lapse of time or both,
would result in any such violation or default.

     (c) Tollgate  Contributed Assets; Title to the Tollgate Contributed Assets.
Except for the Tollgate Retained Assets, the Tollgate Contributed Assets are the
only assets, properties,  rights and interests owned or used by Tollgate. To the
best of Tollgate's  knowledge,  none of the Tollgate Contributed Assets have any
defects that would have a Material Adverse Effect (as defined herein).  Tollgate
has good, marketable and exclusive title to, and the valid and enforceable power
and  unqualified  right to use and  transfer  to the LLC,  each of the  Tollgate
Contributed  Assets,  including,  without  limitation,  all  equipment,  whether
located at the Property or elsewhere,  and the Tollgate  Contributed  Assets are
free and clear of all Liens and Claims of any kind or nature whatsoever,  except
for Permitted Liens. Except for consents and approvals set forth on the Schedule
entitled  "Assignments  and  Consents,"  the  consummation  of the  transactions
contemplated by the Transaction  Documents (including,  without limitation,  the
transfer and assignment of the Tollgate  Contributed  Assets, and all rights and
interests therein, to the LLC as contemplated  herein) will not adversely affect
such title or rights, or any terms of the applicable agreements (whether written
or oral)  evidencing,  creating  or granting  such title or rights.  None of the
Tollgate  Contributed Assets are subject to, or held under, any Lien (other than
Permitted  Liens),  or are other than in the sole  possession and under the sole
control of Tollgate.  Tollgate has the right under valid and existing  leases to
occupy,  use or control all  properties  and assets leased by it and included in
the Tollgate  Contributed  Assets. The delivery to the LLC of the instruments of
transfer of ownership  contemplated by this Agreement will vest good, marketable
and exclusive title (as to all Tollgate Contributed Assets owned by Tollgate) or
full right to possess and use (as to all Tollgate  Contributed  Assets not owned
by Tollgate) the Tollgate  Contributed  Assets in the LLC, free and clear of all
Liens and Claims of any kind or nature  whatsoever,  except for (i) current real
estate Taxes or governmental  charges or levies which are a Lien but not yet due
and payable, (ii) Liens disclosed on the Schedule entitled


                                       8
<PAGE>

"Liens" attached hereto, and (iii) minor imperfections of title, if any, none of
which are substantial in amount, or materially  detract from the value or impair
the use of the  Property  and which have arisen only in the  ordinary and normal
course of business consistent with past practice (the Liens described in clauses
(i), (ii) and (iii) being collectively referred to herein as "Permitted Liens").
The Schedule entitled "Fixed Assets" attached hereto contains true,  correct and
complete  lists of all fixed assets used in  connection  with the Property as of
the dates specified therein.

     (d) Real Property.  The Schedule entitled "Real Estate and Leases" attached
hereto  contains  a true,  correct  and  complete  list of all  instruments  and
agreements  creating any interest or right in Real Property.  True,  correct and
complete copies of the  instruments  and agreements  identified in such Schedule
have been  delivered to Century and the LLC. Each such  instrument and agreement
is in full force and effect and is a legal, binding, and enforceable  obligation
of the parties thereto and no event has occurred which  constitutes or, with the
giving of notice or  passage of time,  or both,  would  constitute  a default or
breach  thereunder.  Tollgate  has the  right  to  quiet  enjoyment  of all Real
Property under any such  instruments  for the full term of each Lease  Agreement
and any renewal  option  related  thereto.  There has been no  disturbance of or
challenge to the Tollgate's quiet possession under each Lease Agreement,  and no
leasehold or other  interest of Tollgate in such Real  Property is subject to or
subordinate  to any Liens  except  Permitted  Liens.  Neither  the whole nor any
portion of any Real  Property  has been  condemned,  requisitioned  or otherwise
taken by any Governmental  Authority,  and, to the best of Tollgate's knowledge,
no such  condemnation,  requisition  or taking is  threatened  or  contemplated.
Except as expressly set forth in such  Schedule,  such Real Property is free and
clear of Liens and is not subject to any  covenants,  easements,  regulations of
record,  rights-of-way,  building  use  restrictions,  exceptions,  variances or
limitations  which interfere with the use of such Property.  Except as set forth
on the Schedule entitled  "Assignments and Consents," no person has the right to
terminate or accelerate  performance  under or otherwise modify  (including upon
the giving notice or the passage of time) any of the Lease Agreements, except in
accordance  with the provisions  thereof.  The operation of the Real Property in
the manner in which they are now and have been  operated  does not  violate  any
zoning  ordinances,  municipal  regulations,  or other Laws, except for any such
violations  which would not,  individually or in the aggregate,  have a Material
Adverse Effect on the Tollgate  Contributed  Assets.  "Material  Adverse Effect"
means any adverse change or any event or condition of any character or kind that
is likely to result in an adverse change in the Tollgate  Contributed Assets, in
an amount  in  excess of  $5,000,  or  effect  on the  condition  (financial  or
otherwise),  results of operations,  business,  properties, assets, liabilities,
operations  or  prospects,  or any  adverse  change,  in an  amount in excess of
$5,000, in revenues,  costs, or relations with employees,  agents,  customers or
suppliers,  whether  attributable  to a  single  circumstance  or  event  or  an
aggregation of circumstances or events.

     (e) Contracts. The Schedule entitled "Contracts" attached hereto contains a
complete  list  or  description  of  (i)  each  license,  contract,   agreement,
commitment and  undertaking  (whether  written or oral) relating to the Tollgate
Contributed  Assets or to which Tollgate is a party (1) which involves aggregate
future payments in excess of $5,000,  or which extends for a period of more than
six  months  and cannot be  canceled  by  Tollgate  without  further  payment or
penalty,  (ii) each  loan or credit  agreement,  security  agreement,  guaranty,
indenture,   mortgage,  pledge  or  other  agreement  or  instrument  evidencing
indebtedness of Tollgate or to which


                                       9
<PAGE>

Tollgate  is a  party,  (iii)  any  conditional  sale or other  title  retention
agreement,  equipment obligation,  or lease purchase agreement involving (in the
aggregate)  amounts  in excess  of  $5,000  relating  to  Tollgate,  or to which
Tollgate  is a  party,  (iv) any  power of  attorney  given by  Tollgate  to any
individual,  limited  liability  company,  corporation,   partnership,   limited
liability partnership,  joint venture, association,  joint stock company, trust,
unincorporated  organization or Governmental Authority (collectively,  "Person")
or   otherwise   relating  to  the   Tollgate   Contributed   Assets,   (v)  any
non-competition,  restrictive  covenant or other similar agreement applicable to
Tollgate  or its  Affiliates,  (vi)  each  contract,  agreement,  commitment  or
undertaking  presently  in  effect,  whether  or not  fully  performed,  between
Tollgate  and any  current  or former  officer,  director,  consultant  or other
employee (or group thereof) retained or employed in connection with the Tollgate
Contributed Assets, or any current or former member,  partner or shareholder (or
group of members,  partners or  shareholders)  of Tollgate,  (vii) the Franchise
Agreements and (viii) any other contract,  agreement,  commitment or undertaking
which  is  material  to the  condition  (financial  or  otherwise),  results  of
operations,  business, properties, assets, liabilities,  operations or prospects
of Tollgate  (the items  described  in clauses (i) through  (viii)  being herein
collectively  referred  to as  the  "Contracts").  Tollgate  has  performed  all
obligations  required to be  performed  by it to date under the  Contracts,  and
neither  Tollgate nor any other party to any Contract has breached or improperly
terminated  any  Contract  or is in default  under any  Contract  by which it is
bound,  and there  exists no  condition  or event which after notice or lapse of
time or both, would constitute any such breach,  termination or default. Each of
the  Contracts  is in  full  force  and  effect,  and is a  legal,  binding  and
enforceable obligation of or against the parties thereto. Except as set forth on
the Schedule entitled "Contracts," Tollgate does not have outstanding Contracts,
including  Contracts  with  members,  partners,  officers,   employees,  agents,
consultants, advisors, salesmen, sales representatives, distributors or dealers,
that are not  cancelable  by it on notice of not longer than 30 days and without
liability,  penalty or premium. Tollgate enjoys good working relationships under
all of its Contracts,  and the  consummation  of the  transactions  contemplated
hereby will not materially affect any such Contracts.

     (f) Financial Statements.  Tollgate has heretofore delivered to Century and
the LLC the  following  financial  statements  (collectively,  together with the
notes thereto, the "Financial Statements"):

          (i) the unaudited  Balance  Sheet of Tollgate  (the  "Initial  Balance
     Sheet") as of September 30, 2004 (the "Initial Balance Sheet Date;

          (ii) the  income  statement  of  Tollgate  for the nine  months  ended
     September 30, 2004.

     Each of the  Financial  Statements  is true,  complete  and  correct in all
material respects, was prepared from the books and records kept by Tollgate, and
fairly  presents the  financial  position of Tollgate as of such dates,  and the
related internal accounting  practices and policies of Tollgate disclosed on the
Schedule  entitled  "Financial  Statements"  or in the  notes  to the  Financial
Statements (the  "Accounting  Practices").  Except as set forth in the Schedules
delivered  pursuant to this  Agreement or the  Financial  Statements,  since the
Initial  Balance  Sheet Date,  there has been no Material  Adverse  Effect.  The
Initial Balance Sheet reflects all properties


                                       10
<PAGE>

and assets,  real,  personal or mixed,  which are  currently  used by  Tollgate,
except for other properties and assets (other than capital assets) not in excess
of $5,000 (in the aggregate)  purchased or sold since the Initial  Balance Sheet
Date  consistent  with past  practice and in the  ordinary and normal  course of
business,  and (B) capital assets purchased since the Initial Balance Sheet Date
in an  amount  not in  excess of $5,000  (in the  aggregate),  and (C)  purchase
commitments disclosed on the Schedule entitled "Liabilities" attached hereto.

     Such  Financial   Statements  do  not  contain  any  items  of  special  or
non-recurring  income or any other income not earned in the  ordinary  course of
business except as expressly  specified therein,  and such Financial  Statements
include all adjustments  (including all normal recurring accruals for unusual or
non-recurring  items)  considered  necessary  for a  fair  presentation,  and no
adjustments or restatements  are or will be necessary in respect of any items of
an unusual or non-recurring nature, except as expressly specified therein. There
has been no change in Tollgate's method of accounting or keeping of its books of
account  or  accounting  practices  for  the  three-year  period  ended  on  the
Contribution Date.

     (g)  Liabilities.  Tollgate has no liabilities or obligations of any nature
whatsoever,  whether absolute, accrued,  contingent or otherwise,  related to or
connected with the Tollgate  Contributed  Assets,  and whether known or unknown,
including,  without  limitation,  liabilities  for  Taxes,  unusual  forward  or
long-term commitments,  or unrealized or anticipated losses from any unfavorable
conditions or occurrences,  or from  writedowns or write-offs of assets,  except
for those (i)  reflected  or  reserved on the  Initial  Balance  Sheet and notes
thereto, or (ii) incurred or accrued since the Initial Balance Sheet Date in the
ordinary and normal course of  Tollgate's  business in  transactions  in amounts
that do not exceed $5,000 in the aggregate and which transactions are consistent
with the  representations,  warranties,  covenants,  obligations  and agreements
contained  in this  Agreement,  and  (iii) set  forth on the  Schedule  entitled
"Liabilities"  attached hereto, and there exists no event or circumstance which,
after  notice or lapse of time or both,  might create any other  obligations  or
liabilities of Tollgate.

     (h) Litigation.  Except as set forth on the Schedule entitled "Litigation,"
Tollgate is not subject to any order of, or written  agreement or  memorandum or
understanding  with,  any  Governmental  Authority,  and  there  exists no Claim
pending, or, to the best of Tollgate's  knowledge,  any Claim threatened against
or  affecting  Tollgate or the  Tollgate  Contributed  Assets,  or any  employee
associated  with the  Tollgate  Contributed  Assets,  or which would  affect the
transactions  contemplated by the Transaction Documents,  at law or in equity or
before any Governmental  Authority,  including,  without limitation,  Claims for
product warranty,  product  liability,  anti-trust,  unfair  competition,  price
discrimination  or other liability or obligation  relating to products,  whether
manufactured  or  sold  by  Tollgate,  any of  its  Affiliates  or any of  their
respective  predecessors-in-interest  in  respect  of the  Tollgate  Contributed
Assets,  or which would adversely  affect the  transactions  contemplated by the
Transaction  Documents,  and no one has  grounds to assert any such  Claim.  Set
forth on the Schedule  entitled  "Litigation" is a description of (i) all Claims
asserted,   brought  or  threatened   against  Tollgate  or  its  Affiliates  or
predecessors-in-interest  in respect of the Tollgate  Contributed  Assets during
the five-year period  preceding the date hereof,  together with a description of
the outcome or present status thereof, and (ii) all judgments,  orders, decrees,
writs or injunctions entered into by or against Tollgate.

                                       11
<PAGE>


     (i) Intellectual Property.  The Schedule entitled  "Intellectual  Property"
attached  hereto sets forth a complete and correct list (with an  indication  of
the record owner and  identifying  number) of all patents,  trademarks,  service
marks,  trade names (the  "Contributed  Names") and copyrights which are or have
been used in the conduct of, or which relate to, the Tollgate Contributed Assets
or which  are owned by  Tollgate.  True,  correct  and  complete  copies of such
patents,  trademarks,  service  marks,  trade  names  and  copyrights  (and  all
applications  for,  or  extensions  or  reissuances  of,  any of the  foregoing)
identified on such Schedule have been delivered to Century and the LLC. Tollgate
is the sole  owner  and has the  exclusive  right to use,  free and clear of any
payment or Lien, all such patents,  trademarks,  service marks,  trade names and
copyrights.  No patents,  trademarks,  service marks, trade names and copyrights
(or  applications  for, or extensions or  reissuances  of any of the  foregoing)
which are or have been used in the conduct of, or which  relate to, the Tollgate
Contributed  Assets are owned  otherwise than by Tollgate.  There is no claim or
demand of any Person  pertaining to, or any proceedings which are pending or, to
the best of Tollgate's knowledge,  threatened, which challenge (i) the exclusive
rights of Tollgate in respect of any patents,  trademarks,  service marks, trade
names or copyrights (or  applications  for, or extensions or reissuances of, any
of the foregoing) which are or have been used in the conduct of, or which relate
to, the Tollgate Contributed Assets or which are owned by Tollgate,  or (ii) the
rights  of  Tollgate  in  respect  of  any  other  Intellectual   Property.   No
Intellectual  Property  is subject to any  outstanding  order,  ruling,  decree,
judgment or stipulation by or with any  Governmental  Authority or any contract,
agreement,  commitment or undertaking  with any Person,  or infringes or, to the
best of Tollgate's knowledge,  is being infringed by others or is used by others
(whether or not such use  constitutes  infringement).  To the best of Tollgate's
knowledge,  Tollgate  does not employ any Person in a manner that  violates  any
non-competition  or  non-disclosure  agreement  that such Person entered into in
connection with any former employment. All patents,  trademarks,  service marks,
trade names or copyrights (or applications for, or extensions or reissuances of,
any of the foregoing) or other Intellectual  Property, or rights thereto,  owned
or held, directly or indirectly by any officer, director, shareholder,  employee
or any  Affiliate of Tollgate  that related to the Tollgate  Contributed  Assets
have  been,  or  prior  to the  Contribution  Date  will  have  been,  duly  and
effectively  transferred  to  Tollgate.  Set  forth  on  the  Schedule  entitled
"Intellectual  Property" is a  description  of all Claims  asserted,  brought or
threatened against the Tollgate within the five years preceding the date hereof,
together with a description of the outcome or present status  thereof,  relating
to any Intellectual Property.

     (j) [INTENTIONALLY OMITTED]

     (k) Changes in Circumstances.  Except as disclosed in the Schedule entitled
"Changes in Circumstances,"  since the Initial Balance Sheet Date,  Tollgate has
not (i) sold,  transferred  or otherwise  disposed of any  properties  or assets
outside the ordinary and normal  course of business or for less than fair market
value;  (ii)  mortgaged,  pledged or subjected to any Lien,  any of the Tollgate
Contributed  Assets;  (iii) acquired any property or assets outside the ordinary
and normal course of business or for more than fair market value; (iv) sustained
any  damage,  loss  or  destruction  of or to the  Tollgate  Contributed  Assets
(whether or not covered by insurance);  (v) entered into any  transaction  other
than in the ordinary and normal course; (vi) made any borrowing,  whether or not
in the ordinary and normal course of business,  issued any  commercial  paper or
refinanced any existing borrowings; (vii) paid any obligation or


                                       12
<PAGE>

liability (fixed or contingent), other than in the ordinary and normal course of
business,  discharged or satisfied any Lien, or settled any claim,  liability or
suit pending or  threatened;  (viii)  entered into any licenses or leases;  (ix)
made any loans or gifts;  (x)  modified,  amended,  canceled or  terminated  any
contracts  or  commitments  under   circumstances  which  would  materially  and
adversely affect the condition (financial or otherwise),  results of operations,
business,  properties,  assets,  liabilities  or  prospects  of  Tollgate;  (xi)
declared  or paid,  or become  obligated  to declare  or pay,  any  dividend  or
disbursed or become obligated to disburse cash except in the ordinary and normal
course; (xii) made capital expenditures or commitments in excess of an aggregate
of $5,000 for additions to property, plant or equipment; (xiii) written down the
value of any Inventory or written off as uncollectible  any notes or Receivables
or any portion  thereof;  (xiv) canceled any other debts or claims or waived any
rights of  substantial  value;  (xv) made any  material  change in any method of
accounting  or  accounting  practice;   (xvi)  paid,  accrued  or  incurred  any
management or similar fees to any Related Party (as hereinafter defined) or made
any other payment or incurred any other liability to a Related Party or paid any
amounts to or in respect of, or sold or  transferred  any assets to, any company
or other entity, a substantial portion of the equity ownership interest of which
is owned by Tollgate or a Related Party individually or as a group; (xvii) taken
or omitted to take any action which would cause to be breached,  or might result
in a breach of, any of the representations,  warranties,  covenants, obligations
and  agreements  of  Tollgate  contained  herein  if the  same  were  made  anew
immediately  after such act or omission;  (xviii)  suffered any Material Adverse
Effect;  or (xix) agreed to, or obligated  itself to, do anything  identified in
(i) through (xviii) above. For purposes of this Agreement,  a "Related Party" is
any  trust,  corporation  or any  entity  in  which  Tollgate  or  any of  their
Affiliates has a material interest.

     (l) Taxes.

          (i) Except as set forth on the Schedule entitled "Taxes," Tollgate (A)
     has  filed  (or has had  filed on its  behalf)  on a timely  basis  all Tax
     returns  required  by  applicable  law to be filed by it on or  before  the
     Closing  Date and such Tax  returns are true,  correct and  complete in all
     material  respects,  and (B) has paid  all  Taxes  due as a  result  of its
     activities  or has made  adequate  provision  for such  Taxes such that the
     reserves for current  Taxes  (excluding  reserves  for  deferred  Taxes) in
     respect of the period ended on and  including the  Contribution  Date or to
     any years and periods  prior  thereto will not be less than the  reasonably
     estimated  Tax  liabilities  accruing  or payable by Tollgate in respect of
     such periods.

          (ii) Except as set forth on the Schedule  entitled  "Taxes," there are
     no ongoing audits or examinations of any of the Tax returns of Tollgate and
     Tollgate  has not been  notified,  formally  or  informally,  by any taxing
     authority that any such audit is contemplated or pending and no facts exist
     which would  constitute  grounds for the assessment of any additional Taxes
     by any taxing  authority  with respect to the taxable years covered in such
     returns and filings.  No issues have been raised in any  examination by any
     taxing  authority  with respect to the  operations  of Tollgate  which,  by
     application of similar principles, reasonably


                                       13
<PAGE>

     could be expected to result in a proposed  adjustment  to the liability for
     Taxes for any other period not so examined.

          (iii) Except as set forth on the Schedule  entitled "Taxes," there are
     no  claims,  investigations,  actions  or  proceedings  pending  or, to the
     knowledge  of  Tollgate,  TV and KJE,  threatened  against  Tollgate by any
     taxing  authority  for any past due Taxes with  respect  to which  Tollgate
     would be individually or severally liable.  There has been no waiver of any
     applicable  statute of limitations nor any consent for the extension of the
     time for the assessment of any Tax against Tollgate.

          (iv) Tollgate is not  delinquent in the payment of any amount of Taxes
     and there are no Tax liens upon any property or assets of Tollgate.

          (v)  Tollgate  is not a party  to any safe  harbor  lease  within  the
     meaning of Section  168(f)(8) of the Code,  as in effect prior to amendment
     by the Tax Equity and Fiscal Responsibility Act of 1982. None of the assets
     of  Tollgate  secures any debt the  interest  on which is tax exempt  under
     Section 103 of the Code.

          (vi) Tollgate has not agreed,  or is required,  to make any adjustment
     under Section 481(a) of the Code by reason of a change in accounting method
     or otherwise.

          (vii) No items of income attributable to transactions  occurring on or
     before the close of the last  preceding  taxable  year of Tollgate  will be
     required  to be included  in taxable  income by  Tollgate  in a  subsequent
     taxable  year by reason of  Tollgate  reporting  income on the  installment
     sales method of accounting,  the cash method of  accounting,  the completed
     contract method of accounting or any other method of accounting.

          (viii) Tollgate is not subject to any liability for Tax of any person,
     including,  without  limitation,  liability arising from the application of
     Treasury  Regulation Section 1.1502-6 or any analogous  provision of state,
     local or foreign law.

          (ix)  Tollgate  is not  and has not  been a party  to any tax  sharing
     agreement which is binding and in effect on the date hereof.

          (x) No claim  has ever been made by any  authority  in a  jurisdiction
     where  Tollgate  does not file Tax returns  that it is or may be subject to
     taxation by that jurisdiction.

          (xi)  Tollgate has  withheld and paid over all Taxes  required to have
     been  withheld  and paid over and complied  with all  material  information
     reporting and backup  withholding  requirements,  including  maintenance of
     required records

                                       14
<PAGE>

     with respect thereto,  in connection with material amounts paid or owing to
     any employee, independent contractor,  creditor, stockholder or other third
     party.

          (xii) For the purposes of this  Agreement,  "Tax" or "Taxes" means all
     net income, gross income, gross receipts, sales, use, ad valorem, transfer,
     franchise,  profits, license,  withholding,  payroll,  employment,  excise,
     severance, stamp, occupation,  premium, property or windfall profits taxes,
     customs  duties or other taxes,  fees,  assessments  or charges of any kind
     whatsoever,  together with any interest and any penalties, additions to tax
     or  additional  amounts  imposed  by  any  taxing  authority  (domestic  or
     foreign).

     (m) Insurance.  The Schedule  entitled  "Insurance"  contains a list of all
insurance  policies and all fidelity bonds  (specifying  the location,  insured,
insurer,  amount  of  coverage,  term,  limits  of  coverage,   annual  premium,
deductible amount or self-insured retention amount, type of insurance and policy
number) maintained by Tollgate or applicable to the Tollgate Contributed Assets.
All such  policies  are in full force and  effect,  all  premiums  with  respect
thereto  covering all periods up to and  including the date of Closing have been
paid,  and no notice of  cancellation  or  termination  has been  received  with
respect to any such policy. Such policies (i) are sufficient for compliance with
all requirements of Law and of all agreements to which Tollgate is a party; (ii)
are  valid,   outstanding  and  enforceable  policies;  (iii)  provide  adequate
insurance  coverage for the assets and operations of Tollgate;  (iv) will remain
in full force and effect through the respective  dates set forth in the Schedule
entitled "Insurance" without the payment of additional premiums and (v) will not
in any way be affected by, or terminate or lapse by reason of, the  transactions
contemplated by the Transaction  Documents.  The Schedule  entitled  "Insurance"
identifies all risks which Tollgate has designated as being self insured.

     (n) Approvals.  The Schedule entitled  "Assignments and Consents"  attached
hereto sets forth a list of all Consents, which must be obtained or satisfied by
Tollgate  for  the  consummation  of  the   transactions   contemplated  by  the
Transaction Documents,  including,  without limitation, all Consents, which must
be obtained pursuant to Section 1.3(a).  All Consents  prescribed by any Law, or
any contract,  agreement,  commitment or undertaking, and which must be obtained
or satisfied by Tollgate for the consummation of the  transactions  contemplated
by the  Transaction  Documents,  or for the continued  performance  by it of its
rights and obligations thereunder, have been made, obtained and satisfied.

     (o)  Absence of Certain  Commercial  Practices.  Neither  Tollgate  nor any
officer, director, employee or agent of Tollgate (or any Person acting on behalf
of any of the  foregoing)  has given or  agreed to give (i) any gift or  similar
benefit  of more than  nominal  value to any  Customer,  supplier,  Governmental
Authority (including any governmental  employee or official) or any other Person
who is or may be in a position to help,  hinder or assist Tollgate or the Person
giving  such  gift  or  benefit  in  connection  with  any  actual  or  proposed
transaction relating to Tollgate or the Tollgate Contributed Assets, which gifts
or similar benefits would  individually or in the aggregate  subject Tollgate or
any officer, director,  employee or agent of Tollgate to any fine, penalty, cost
or expense or to any criminal  sanctions,  (ii) receipts from or payments to any
governmental officials or employees, (iii) commercial bribes or kick-backs,


                                       15
<PAGE>

(iv) political contributions, or (v) any receipts or disbursements in connection
with any  unlawful  boycott.  No such gift or benefit is required in  connection
with the ownership or operation of the Tollgate  Contributed Assets to avoid any
fine, penalty, cost, expense or Material Adverse Effect.

     (p) [INTENTIONALLY OMITTED]

     (q) Books and  Records.  The books and  records of Tollgate  maintained  in
connection with the Tollgate Contributed Assets (including,  without limitation,
(i) books and  records  relating  to the  purchase of  materials  and  supplies,
manufacture  or  processing  of  products,  sales  of  products,  dealings  with
customers,  invoices,  customer lists,  inventories,  supplier lists,  personnel
records and taxes, and (ii) computer  software and data in computer readable and
human  readable form used to maintain  such books and records  together with the
media on which such software and data are stored and all documentation  relating
thereto) accurately record all transactions relating to the Tollgate Contributed
Assets in all material respects,  and have been maintained  consistent with good
business practice.

     (r)  Permits;  Compliance  with Laws and Other  Instruments.  The  Schedule
entitled "Permits" attached hereto contains a true, correct and complete list of
all federal,  state,  county, and local governmental Permits held or applied for
by Tollgate which are currently used by Tollgate in connection with the Tollgate
Contributed  Assets,  which have a material  effect on the Tollgate  Contributed
Assets. In connection with the Tollgate  Contributed  Assets, (i) Tollgate holds
and is in compliance  with all Permits under the provisions of all Laws, and all
such Permits are in full force and effect, (ii) Tollgate has complied, and is in
full compliance, with all Laws now applicable to the Tollgate Contributed Assets
and all Permits and (iii) Tollgate has not been issued any citations, notices or
orders of non-compliance under any Law or Permit within the five years preceding
the  Contribution  Date.  There has been no change in the facts or circumstances
reported  or assumed in the  application  for or granting  of such  Permits.  No
additional Permit is required from any Governmental Authority in connection with
the  Tollgate  Contributed  Assets.  The  ownership  and  use  of  the  Tollgate
Contributed  Assets  does not  conflict  with the rights of any other  Person or
violate  or,  with or without  the giving of notice or the  passage of time,  or
both, will violate, conflict with or result in a default, right to accelerate or
loss of rights under, any terms or provisions of its Articles of Organization as
presently in effect, or any lien,  encumbrance,  mortgage, deed of trust, lease,
license,  agreement,  understanding,  law, ordinance, rule or regulation, or any
order,  judgment  or decree to which  Tollgate  is a party or by which it may be
bound or  affected.  Tollgate  is not aware of any  proposed  Law,  governmental
taking,  condemnation  or  other  proceeding  that  would be  applicable  to the
Tollgate  Contributed  Assets and which  might have a  Material  Adverse  Effect
either before or after the Contribution Date. No consent, qualification,  order,
approval or  authorization  of, or filing with,  any  Governmental  Authority is
required in connection  with Tollgate's  execution,  delivery and performance of
the Transaction  Documents and the consummation of any transaction  contemplated
hereby.

     (s) Brokers.  None of Tollgate or any of their  Affiliates has engaged,  or
caused to be incurred  any  liability to any finder,  broker,  or sales agent in
connection with the origin, negotiation,  execution, delivery, or performance of
the  Transaction  Documents or the  transactions  contemplated  thereby,  except
Innovation Capital or other brokers described in

                                       16
<PAGE>


Section  1.7(e),  which shall be compensated  solely pursuant to Section 1.7(e),
true and  correct  agreements  with which have been  provided to Century and the
LLC.

     (t) Interests in  Competitors,  Suppliers,  Customers,  Etc.  Except as set
forth in Schedule 2.1(t), no member,  partner,  officer,  director,  employee or
Affiliate of Tollgate has any ownership  interest in any current or  prospective
competitor, supplier, or Customer of the LLC or the Casino (other than ownership
of securities of a  publicly-held  corporation of which such person owns, or has
real or  contingent  rights  to own,  less  than  one  percent  of any  class of
outstanding securities) or any property used in the operation of the business of
any competitor, supplier or Customer of the LLC or the Casino.

     (u)  Indebtedness  To and  From  Members,  Partners,  Officers,  Directors,
Shareholders,  and Employees.  The Schedule entitled "Insider Debt" sets forth a
true,  correct and complete list and brief  description  of the payment terms of
all  indebtedness  of  Tollgate  to  members,  partners,  officers,   directors,
shareholders,  and  employees  of  Tollgate  and all  indebtedness  of  members,
partners,  officers,  directors,  shareholders,  and  employees  of  Tollgate to
Tollgate,  excluding  indebtedness  for travel advances or similar  advances for
expenses incurred on behalf of and in the ordinary course of Tollgate's business
and consistent with its past practices.

     (v) Information Furnished.  No representation or warranty made by Tollgate,
TV or KJE  in the  Transaction  Documents,  no  written  statement  or  document
furnished by Tollgate,  TV or KJE to Century or the LLC in  connection  with the
negotiation of the transactions  contemplated by the Transaction Documents,  and
no exhibit, certificate,  schedule, document, list or instrument prepared, made,
or  delivered,  or to be  prepared,  made,  or  delivered,  by or on  behalf  of
Tollgate,  TV or KJE  pursuant  hereto  contains  or  will  contain  any  untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
necessary to make the statements  contained herein and therein,  in the light of
the circumstances in which they were or are made, not misleading.

     (w) Gaming Disqualification;  Other Regulatory Approvals. None of Tollgate,
TV or KJE has knowledge of any facts  pertaining  to (i) either  Tollgate or its
Affiliates  that could cause Tollgate or any such Affiliate to be a Disqualified
Holder as such term is defined in the Operating Agreement,  or (ii) the Tollgate
Contributed  Assets or the transactions  contemplated  hereby that could cause a
Governmental  Authority to fail to issue its approval of any of the transactions
contemplated hereby.

     (x) Securities Representations.

          (i) Tollgate understands that the Units have not been registered under
     the  Securities  Act of 1933,  as amended (the  "Securities  Act"),  or any
     applicable  state  securities  statutes,  in  reliance on  exemptions  from
     registration  under  the  Securities  Act  and  such  statutes,  and  that,
     accordingly,  the  Units  may not be resold  by  Tollgate  unless  they are
     registered  under the Securities Act and any  applicable  state  securities
     statutes or are sold in  transactions  which are exempt  from  registration
     under such  statutes.  Tollgate  is aware that  there are  restrictions


                                       17
<PAGE>

     on  transferability  of the Units  under  the  Delaware  Limited  Liability
     Company Act and the Operating Agreement.

          (ii) Tollgate is acquiring the Units for investment for Tollgate's own
     account  and  without any view to, or for resale in  connection  with,  any
     distribution  or  public  offering   thereof  within  the  meaning  of  the
     Securities  Act,  and  Tollgate  has no  present  intention  of  selling or
     otherwise disposing of the Units or any portion thereof.

          (iii)  Tollgate  agrees not to sell,  assign,  transfer  or  otherwise
     dispose of the Units unless (a) a registration  statement  relating thereto
     has been duly filed and become  effective under the Securities Act, and any
     applicable  state securities  statute,  or unless in the opinion of counsel
     satisfactory  to  the  LLC no  such  registration  is  required  under  the
     circumstances  and (b)  such  sale,  assignment,  transfer  or  disposition
     complies with the provisions of the Delaware Limited  Liability Company Act
     and the Operating  Agreement.  Tollgate also consents to the inscription on
     the  certificate  or  certificates  representing  the  Units of a legend in
     substantially  the following  form reciting the above  restrictions  on the
     transferability of the Units:

               "THE LIMITED LIABILITY COMPANY MEMBERSHIP UNITS EVIDENCED BY THIS
          CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
          AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS AND MAY NOT BE SOLD,
          TRANSFERRED,  ASSIGNED,  OFFERED,  PLEDGED  OR  OTHERWISE  DISTRIBUTED
          UNLESS THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT AND SUCH LAWS
          COVERING SUCH MEMBERSHIP  UNITS OR THE COMPANY  RECEIVES AN OPINION OF
          COUNSEL  SATISFACTORY TO THE COMPANY STATING,  OR OTHERWISE  SATISFIES
          ITSELF, THAT SUCH SALE, TRANSFER,  ASSIGNMENT,  OFFER, PLEDGE OR OTHER
          DISTRIBUTION MAY BE LAWFULLY MADE WITHOUT  REGISTRATION UNDER SUCH ACT
          AND SUCH LAWS.

               THE MEMBERSHIP  UNITS  EVIDENCED BY THIS  CERTIFICATE  MAY NOT BE
          SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED
          WITHOUT   COMPLYING  WITH  THE  PROVISIONS  OF  THE  DELAWARE  LIMITED
          LIABILITY  COMPANY ACT AND THE  LIMITED  LIABILITY  COMPANY  AGREEMENT
          AMONG  THE  COMPANY  AND ITS  MEMBERS  AS  CURRENTLY  IN  EFFECT OR AS
          HEREAFTER AMENDED."

          (iv) Tollgate is an "Accredited Investor" as defined in Rule 501(a) of
     Regulation D under the Securities Act.

                                       18
<PAGE>


          (v) Tollgate has had access to  information  regarding the LLC and the
     transaction contemplated hereby, and has consulted with outside advisers as
     Tollgate  has  deemed  necessary  or  appropriate.   Tollgate  has  had  an
     opportunity to ask questions and receive information  regarding the LLC and
     the transactions  contemplated hereby, and all of Tollgate's inquiries have
     been  answered and all of  Tollgate's  requests for  information  have been
     satisfied.

          (vi) Tollgate's  principal state of business and state of organization
     is the State of Colorado and the State of Colorado is the only jurisdiction
     in  which  an offer to sell  the  Units  was made to  Tollgate  or in which
     Tollgate agreed to purchase the Units.

     (y) Legal Counsel.  Tollgate  acknowledges,  warrants and  represents  that
Faegre & Benson LLP ("Faegre & Benson"),  which  prepared the documents  forming
the LLC, is legal  counsel to the LLC and to Century,  that Faegre & Benson does
not represent Tollgate or Tollgate's interests in the LLC, and that Tollgate has
had the  timely  opportunity  to have  Tollgate's  own legal  counsel  and other
advisors advise Tollgate as to the  appropriateness of Tollgate's  investment in
the LLC.

     2.2  Representations  and  Warranties of Century.  Century  represents  and
warrants to Tollgate, TV and KJE as follows:

     (a)  Organization  and  Standing;   Power  and  Authority.   Century  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware,  and has full  corporate  power and authority to enter
into and perform this Agreement and the Operating Agreement and the transactions
and other  agreements  and  instruments  contemplated  by such  Agreements.  The
Transaction  Documents executed and delivered or to be executed and delivered by
Century in connection herewith have been authorized by Century and have been, or
upon  execution  thereof  will be, duly  executed  and  delivered by Century and
constitute  the  valid  and  binding  obligations  of  Century,  enforceable  in
accordance  with  their  respective  terms,  except as such  enforcement  may be
limited   by   applicable   bankruptcy,   insolvency,   fraudulent   conveyance,
reorganization,  moratorium or similar laws affecting auditors' rights generally
and by general principles of equity.

     (b)  Conflicts;  Defaults.  Neither  the  execution  and  delivery  of  the
Transaction  Documents  executed  or to be executed  in  connection  herewith by
Century,  nor  the  performance  by  Century  of the  transactions  contemplated
thereby, will violate,  conflict with, or constitute a default under, any of the
terms of Century's Certificate of Incorporation or Bylaws.

     (c)  Litigation.  Century  is not  subject  to any  order  of,  or  written
agreement or memorandum or understanding with, any Governmental  Authority,  and
there exists no Claim pending, or, to the best of Century's knowledge, any Claim
threatened  against or  affecting  Century,  which  would  adversely  affect the
transactions contemplated by the Transaction Documents.

                                       19
<PAGE>

     (d) Brokers.  Neither  Century nor any of its  Affiliates  has engaged,  or
caused to be incurred  any  liability to any finder,  broker,  or sales agent in
connection with the origin, negotiation,  execution, delivery, or performance of
the Transaction Documents or the transactions contemplated thereby.

     (e) Information Furnished. No representation or warranty made by Century in
the Transaction Documents, no written statement or document furnished by Century
to Tollgate or the LLC in connection  with the  negotiation of the  transactions
contemplated  by  the  Transaction  Documents,  and  no  exhibit,   certificate,
schedule,  document,  list or instrument prepared,  made, or delivered, or to be
prepared,  made,  or  delivered,  by or on behalf  of  Century  pursuant  hereto
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit to state a material fact  necessary to make the  statements  contained
herein and therein,  in the light of the circumstances in which they were or are
made, not misleading.

     2.3  Representations  and  Warranties - General.  The  representations  and
warranties  of the  parties  hereto  made  in  this  Agreement,  subject  to the
exceptions  thereto,  shall not be affected by any information  furnished to, or
any  investigation  conducted  by,  any of  them  or  their  representatives  in
connection with the subject matter of this Agreement.  The  representations  and
warranties  made in this  Agreement or in any instrument  delivered  pursuant to
this Agreement shall survive the Closing.

                                    Article 3
                            COVENANTS OF THE PARTIES

     3.1 Best Efforts;  Further Assurances.  Subject to the terms and conditions
herein  provided,  each of the parties  hereto agrees to use its best efforts to
take,  or cause to be taken,  all  action,  and to do, or cause to be done,  all
things  reasonably  necessary,  proper or advisable  under  applicable  laws and
regulations to consummate and make effective the  transactions  contemplated  by
this Agreement.  Tollgate and Century will each use its or their best efforts to
obtain the consent of all third parties and governmental bodies necessary to the
consummation of the  transactions  contemplated  hereunder.  In case at any time
after Closing any further  action is necessary to carry out the purposes of this
Agreement, the proper officers of Tollgate, Century and the LLC, as the case may
be, shall take all such action without any further consideration therefor.

     3.2 Due Diligence Investigation.

     (a) Lack of  Information.  The parties  hereby agree and  acknowledge  that
Century  has  entered  into  this  Agreement  without  the  opportunity  to have
conducted  a full  investigation  of the  condition  (financial  or  otherwise),
business, assets,  properties,  operations or prospects of Tollgate, and without
the benefit of the information to be provided to Century  pursuant to clause (b)
of this  Section.  Accordingly,  Tollgate  acknowledges  that any  obligation of
Century to consummate the transactions contemplated by this Agreement is subject
to the completion to the  satisfaction of Century of the procedures set forth in
this Section.

                                       20

<PAGE>

     (b) Access to Records and  Properties.  Prior to the  Closing,  (a) Century
shall  be  entitled,   and  Tollgate  shall  permit  Century,  to  conduct  such
investigation  of the condition  (financial  or  otherwise),  business,  assets,
properties,  operations  or prospects  of Tollgate and the Tollgate  Contributed
Assets as Century  may deem  appropriate,  and (b)  Tollgate  shall (i)  provide
Century  and  its  agents  and   representatives,   including  its   independent
accountants,  internal  auditors and attorneys,  full and complete access to all
the facilities,  offices and personnel of Tollgate,  and to all of the books and
records of Tollgate (including work papers of any independent accountant),  (ii)
cause Tollgate's  officers,  employees and advisors to furnish Century with such
financial and operating data and other information with respect to the condition
(financial or otherwise), business, assets, properties,  operations or prospects
of Tollgate and the  Tollgate  Contributed  Assets as Century may  request,  and
(iii) permit Century to make such  inspections and copies thereof as Century may
reasonably require,  including without limitation, to conduct such environmental
assessments and investigations of the Real Property and surrounding  property as
Century or its advisors and consultants  may deem necessary or appropriate,  and
sampling and analysis of  environmental  media to detect the presence or confirm
the absence of contamination,  including any contamination  which may be present
in groundwater and the sources of any such contamination.  In addition,  Century
shall be provided  with full and  complete  access to the  Tollgate  Contributed
Assets.

     3.3 Expenses;  Transfer Taxes.  Except as provided in Section 1.7(e),  each
party hereto will bear the legal, accounting and other expenses incurred by such
party in  connection  with the  negotiation,  preparation  and  execution of the
Transaction  Documents,  and the transactions  contemplated  thereby. All sales,
transfer,  recordation  and  documentary  Taxes and fees which may be payable in
connection with the  transactions  contemplated by this Agreement shall be borne
by Tollgate.

     3.4 Bulk  Transfer  Laws.  Century and the LLC hereby waive  compliance  by
Tollgate with the laws of any jurisdiction  relating to bulk transfers which may
be applicable in connection with the transfer of the Tollgate Contributed Assets
to the LLC.

     3.5 Press Releases and Disclosure. The parties agree that neither Tollgate,
Century nor their respective  Affiliates shall issue or cause publication of any
press release or other announcement or public communication with respect to this
Agreement or the  transactions  contemplated  hereby or otherwise  disclose this
Agreement or the transactions contemplated hereby to any third party (other than
attorneys, advisors and accountants to Tollgate, Century or the LLC) without the
consent  of  the  other,  which  consent  shall  not be  unreasonably  withheld;
provided,  that nothing  herein shall prohibit any party from issuing or causing
publication of any press release,  announcement or public  communication  to the
extent that such party, upon advice of counsel, deems such action to be required
by Law or stock exchange.

     3.6  Cooperation  in the  Defense of  Claims.  In the event that a Claim is
asserted against Century or the LLC, any of its direct or indirect  subsidiaries
or  Affiliates,  with respect to events or  conditions  occurring or existing in
connection  with  the  ownership,  possession,  use  or  sale  of  the  Tollgate
Contributed Assets prior to the Closing, Tollgate at its expense shall cooperate
with Century and the LLC in the defense of any such Claim.

                                       21

<PAGE>

     3.7 Regulatory  Approvals.  Tollgate  will, and will cause its  appropriate
Affiliates  to, and Century will,  use, in each case, its best efforts to obtain
any authorizations, consents, orders and approvals of any Governmental Authority
necessary for the performance of its respective  obligations  pursuant to any of
the Transaction Documents, and the consummation of the transactions contemplated
thereby,  and will cooperate fully with each other in all reasonable respects in
promptly seeking to obtain such authorizations,  consents, orders and approvals.
Neither  Tollgate  nor Century will take any action that will have the effect of
delaying,   impairing  or  impeding  the  receipt  of  any  required  regulatory
approvals.  Tollgate  will  supply  Century  and  the  LLC  with  copies  of all
correspondence,  filings  or  communications  (or  memoranda  setting  forth the
substance thereof) between Tollgate or its representatives, on the one hand, and
any  Governmental  Authority  or members of its staff,  on the other hand,  with
respect to the Transaction Documents or the transactions contemplated thereby.

     3.8 Employee Matters.

     (a)  Employee   Benefits.   Tollgate  shall  retain  all   liabilities  and
obligations  in respect of its past,  present  and  future  employees  under the
Employee  Plans and  applicable  Laws.  Without  limiting the  generality of the
foregoing  or the other  provisions  of this  Agreement,  the LLC shall  have no
liability or obligation  whatsoever  under the Employee Plans, nor shall the LLC
have any obligation to provide any employee benefits to any Employees.  Tollgate
shall  offer  to all its  employees  at the  time of the  Closing  the  right to
continue  their coverage  under  Tollgate's  group health plan(s) (as defined in
Section  5000(b)(1) of the Code),  such offers to be made in accordance with the
continuation  coverage  requirements of Part 6 of Subtitle B of Title I of ERISA
and Section 4980B of the Code.

     (b)  Future  Employment.  The LLC may offer  employment  from and after the
Closing to any  Employees,  on such terms and  conditions as the LLC may, in its
sole discretion, determine, but the LLC shall not be obligated to do so pursuant
to this Agreement or for any other reason.  Prior to the Closing upon reasonable
prior notice to Tollgate,  Century and the LLC may  communicate  with any of the
Employees employed by Tollgate, TV or KJE.

     (c) Employee Information.

          (i) Subject to  applicable  legal  restrictions,  Tollgate and the LLC
     shall provide each other, in a timely manner,  with any  information  which
     the other may reasonably  request with respect to any Employee of Tollgate,
     TV or KJE or, after the Closing, any Person employed by the LLC, his or her
     employment  with and  compensation  from  Tollgate or the LLC, or rights or
     benefits under any Employee Plan or any personnel policy of Tollgate or the
     LLC.

          (ii)  Without in any way  limiting  the  generality  of clause  (c)(i)
     above, and to the extent they may legally do so, Tollgate, TV and KJE shall
     afford the LLC and its representatives such access to the medical, workers'
     compensation  and  other  health-related  records  of  the  Employees  (the
     "Employee  Health  Records") as are maintained by or available to Tollgate,
     TV or KJE and as the LLC shall,  in its sole  discretion,  deem  reasonably
     necessary or desirable, and the

                                       22
<PAGE>

     LLC shall be  permitted,  to the  extent  Tollgate  may  legally  give such
     permission,  to make copies of such Employee  Health Records as it may deem
     reasonably necessary or desirable. Promptly after the date hereof, Tollgate
     shall use its best efforts to obtain or cause to be obtained any consent of
     any Employee,  health care  provider,  workers'  compensation  authority or
     other Person as may be necessary in order to permit Tollgate,  TV or KJE to
     afford the LLC and its  representatives  with access to and  permission  to
     copy Employee Health Records as provided in this Section.

     3.9 Access to Records After Closing.  After the Contribution  Date, the LLC
on the one hand and Tollgate on the other agree that they will give, or cause to
be given,  to the other party,  its successors and its  representatives,  during
normal  business hours and at the requesting  party's  expense,  such reasonable
access to the properties, titles, contracts, books, records, files and documents
(but excluding attorney work product or other privileged  communications) of the
LLC (to the  extent  the  LLC's  records  are the  records,  materials  and data
transferred to the LLC from Tollgate pursuant to this Agreement) or Tollgate, as
the case may be, as is  reasonably  necessary to allow the  requesting  party to
obtain  information in the other party's  possession with respect to any claims,
demands,  audits,  suits or matters of a similar  nature  made by or against the
requesting  party as the  previous  or new owner and  operator  of the  Tollgate
Contributed  Assets,  as the case may be, and to make copies of such information
to the extent reasonably necessary.

                                    Article 4
                              COVENANTS OF Tollgate

     4.1 Conduct of Business  Pending  Closing.  During the period from the date
hereof through the Contribution Date,  Tollgate and its Affiliates shall operate
the Tollgate Contributed Assets diligently and in the ordinary and normal course
and consistent with past practice (including, without limitation, using its best
efforts  to  preserve   beneficial   relationships   between  Tollgate  and  its
distributors,  agents,  lessors,  suppliers  and  customers).  Tollgate  and its
Affiliates  shall  engage in no  transactions  in  connection  with the Tollgate
Contributed Assets,  including  transactions relating to the purchase or sale of
goods,  raw  materials,  inventories  or other  operating or  production  items,
intracorporate  or otherwise,  with any of its  Affiliates  from the date hereof
until the Closing  other than (i)  transactions  approved by Century in writing.
Without  limiting  the  generality  of the  foregoing  and  except as  otherwise
expressly  provided  in this  Agreement,  during the period from the date hereof
through the Contribution Date, Tollgate and its Affiliates shall not:

     (a) Obligations for Borrowed  Money.  (i) Create,  incur or assume any debt
(including  obligations  in  respect  of  capital  leases) or any debt for money
borrowed  (whether  long- or  short-term);  (ii) assume,  guarantee,  endorse or
otherwise  become  liable or  responsible  (whether  directly,  contingently  or
otherwise)  for the  obligation  of any other  Person;  or (iii) make any loans,
advances  or  capital  contributions  to any  other  Person,  other  than  Trade
Payables;

     (b) Employee  Matters.  (i) Increase in any manner the rate of compensation
of any of its  officers  or  other  employees,  (ii)  make or  agree to make any
payment  pursuant to any  Employee  Plan,  including,  without  limitation,  any
payment of any pension, retirement allowance,

                                       23
<PAGE>

severance or other employee benefit, except as required by any existing Employee
Plan  disclosed on the  Schedules  to this  Agreement,  to any such  officers or
employees,  whether past or present;  (iii) enter into or modify any  collective
bargaining  agreement,  except as required by Law; or (iv) commit  itself to any
additional  Employee Plan, or employment or consulting  agreement with a Person,
or to amend any of such Plans or agreements, except as required by Law;

     (c) Sale of Assets.  Sell,  transfer,  license or  otherwise  dispose of or
agree  to  sell,  transfer,   license  or  otherwise  dispose  of  any  Tollgate
Contributed Assets;

     (d) Commitments. Enter into any other agreements, commitments, contracts or
undertakings, except agreements,  commitments, contracts or undertakings made in
the ordinary and normal course of business consistent with past practice and the
representations and warranties of Tollgate contained in this Agreement;

     (e)  Lease  Agreements.  Terminate,  modify  or  amend  any  of  the  Lease
Agreements;

     (f)  Liens.  Encumber  or  grant or  create  a Lien on any of the  Tollgate
Contributed Assets;

     (g)  Insurance.  Cause any of the policies of insurance  referred to in the
Schedule  entitled  "Insurance"  to  terminate,  lapse  or be  canceled,  unless
equivalent replacement policies, without lapse of coverage, are put in place;

     (h)  Litigation.  Enter into any  compromise  or  settlement  of any Claim,
except  settlements  made in the  ordinary  and normal  course of business or by
insurers, involving amounts not in excess of $5,000;

     (i) Representations and Warranties. Take any action the taking of which, or
omit  to  take  any  action  the  omission  of  which,  would  cause  any of the
representations  and warranties  made by Tollgate to fail to be true and correct
as of the Closing as though made at and as of the Closing; or

     (j) Commitments. Agree or commit to do any of the foregoing.

   4.2 Disclosure Supplements.

     (a)  From  time to time  prior  to the  Closing,  Tollgate  shall  promptly
supplement or amend the Schedules to this  Agreement  with respect to any matter
(i) which may arise hereafter and which, if existing or occurring at or prior to
the date  hereof,  would have been  required to be set forth or described in the
Schedules  to this  Agreement,  or (ii) which makes it  necessary to correct any
information  in the  Schedules to this  Agreement or in any  representation  and
warranty of Tollgate which has been rendered  inaccurate  thereby. No supplement
or  amendment to the  Schedules  to this  Agreement or any delivery of Schedules
after the date hereof,  unless expressly consented in writing by Century,  shall
be deemed to cure any  breach of any  representation  or  warranty  made in this
Agreement,  or modify,  affect or diminish  Century's  right to  terminate  this
Agreement.

                                       24
<PAGE>

     (b) During the period from the date hereof to the Closing,  Tollgate  shall
promptly (i) furnish or make  available to Century  copies of monthly  financial
statements as soon as they become  available,  all certified by Tollgate's chief
financial  officer that such financial  statements  fairly present the financial
position and results of operations  of Tollgate for the periods  covered by such
statements in accordance  with GAAP  consistently  applied  (subject to normally
recurring year-end audit adjustments and without footnote disclosures), and (ii)
notify  Century of (A) any Material  Adverse  Effect and (B) the  institution or
settlement  of any Claim  involving the Tollgate  Contributed  Assets and of any
developments therein.

     4.3 Closing.  Tollgate  shall use its best efforts to cause the  conditions
set forth in Section 5.1 ------- to be satisfied by the Contribution Date.

     4.4  Confidentiality.  Tollgate  shall,  and shall  cause  its  Affiliates,
members,  partners,  officers,  employees,   representatives,   consultants  and
advisors to, hold in confidence and not use all confidential  information  which
remains after Closing in the possession of Tollgate or its Affiliates concerning
the Tollgate Contributed Assets. Tollgate shall not release or disclose any such
information  to any Person  other  than  Century,  the LLC and their  respective
authorized  representatives.  Notwithstanding the foregoing, the confidentiality
obligations of this Section shall not apply to information:

     (a) which Tollgate, as applicable,  is compelled to disclose by judicial or
administrative  process,  or, in the  opinion  of  counsel,  by other  mandatory
requirements of Law;

     (b) which can be shown to have been generally available to the public other
than as a result of a breach of this Section; or

     (c) which can be shown to have been provided to Tollgate, as applicable, by
a third party who obtained  such  information  other than from Tollgate or other
than as a result of a breach of this Section.

     4.5 Maintenance of Insurance. After the Closing, Tollgate will maintain any
policies  of  insurance  that cover  liabilities  associated  with the  Tollgate
Contributed  Assets prior to the  Closing;  provided,  that,  after the Closing,
Tollgate shall not be required to pay any additional premiums in respect of such
policies  or  maintain  in effect any  insurance  coverage  other than  coverage
disclosed on the Schedules hereto.

     4.6 Maintenance of, and Access to, Records.  After the  Contribution  Date,
Tollgate,  TV and KJE shall  provide  Century and the LLC with  access  (with an
opportunity to make copies),  during normal business hours,  and upon reasonable
notice,  to any records  relating to the Tollgate  Contributed  Assets which are
retained by it.  Tollgate,  TV and KJE shall preserve and maintain any books and
records relating to the Tollgate Contributed Assets and retained by Tollgate, TV
and KJE for at least three years after the Contribution Date.

     4.7 Non-Competition.

     (a) Period and Conduct.  As further  consideration  for the transfer of the
Tollgate Contributed Assets and the transactions contemplated by the Transaction
Documents,


                                       25
<PAGE>

during the period  commencing  on the  Contribution  Date and ending on the date
which is five years thereafter, John Zimpel shall not, directly or indirectly:

          (i)  directly  or  indirectly  engage in or  participate  as an owner,
     member, partner,  shareholder,  employee or agent of, or consultant for any
     business that competes with any of the principal business activities of the
     LLC or the Casino ("Restricted Business");

          (ii) solicit any employee of Century or the LLC or former  employee of
     Tollgate  hired by Century or the LLC to  terminate  his or her  employment
     relationship  with  Century  or  the  LLC  in  order  to  enter  into  such
     relationship on behalf of any Person that engages in a Restricted Business;
     or

          (iii)  use,  or   incorporate   or   otherwise   create  any  business
     organization  utilizing  any name which  uses,  the words  "Tollgate,  Pony
     Express,  Miner's Pick or Golden Rose" or which are confusingly  similar to
     such words.

     (b)  Territory.  John Zimpel,  directly or  indirectly,  shall refrain from
engaging  in the  activities  described  in this  Section  4.7 during the period
specified in Section 4.7(a) hereof in the State of Colorado.

     (c) Definition. John Zimpel shall be deemed to be competing with the LLC if
John Zimpel or any  Affiliate of John Zimpel is engaged or  participates  in any
activity or activities described in subsection (a) of this Section 4.7, directly
or indirectly, whether for its own account or for that of any other Person, firm
or corporation,  and whether as a shareholder,  partner or investor  controlling
any such entity or as principal, agent, representative,  proprietor, or partner,
or in any other capacity.

     (d) Remedies. Inasmuch as a breach, or failure to comply with, this Section
4.7 will cause serious and  substantial  damage to the LLC and Century,  if John
Zimpel  or any of his  Affiliates  should in any way  breach,  or fail to comply
with, the terms of this Section 4.7, the LLC and Century shall be entitled to an
injunction  restraining  John Zimpel and such Affiliates from any such breach or
failure.  All remedies  expressly  provided for herein are cumulative of any and
all other  remedies now existing at law or in equity.  The LLC and Century shall
each, in addition to the remedies herein  provided,  be entitled to avail itself
of all such other remedies as may now or hereafter exist at law or in equity for
compensation,  and for  the  specific  enforcement  of the  covenants  contained
herein. Resort to any remedy provided for hereunder or provided for by law shall
not  preclude  or bar the  concurrent  or  subsequent  employment  of any  other
appropriate remedy or remedies,  or preclude the recovery by the LLC and Century
of monetary damages and compensation.

     (e) Subsidiaries' Divisions and Affiliates. For the purpose of this Section
4.7, "Century" shall include its subsidiaries,  divisions and Affiliates as they
may exist  from time to time,  and "the LLC"  shall  include  its  subsidiaries,
divisions  and  Affiliates  as they may exist from time to time,  and any Person
deriving title to the goodwill of the Tollgate Contributed Assets from the LLC.


                                       26
<PAGE>

     (f)  Severability.  Each  subsection  of this  Section  4.7  constitutes  a
separate and distinct  provision hereof. In the event that any provision of this
Section  4.7 is finally  judicially  determined  to be invalid,  ineffective  or
unenforceable,  such determination shall apply only in the jurisdiction in which
such  adjudication  is made and every other  provision of this Section 4.7 shall
remain in full force and  effect.  The  invalid,  ineffective  or  unenforceable
provision shall, without further action by the parties, be automatically amended
to effect  the  original  purpose  and  intent of the  invalid,  ineffective  or
unenforceable provision; provided, however, that such amendment shall apply only
with respect to the operation of such provision in the  particular  jurisdiction
in which such adjudication is made.

     4.8 Discontinuance of Contributed Names.  Tollgate shall, no later than the
date  that is 30 days  after  the  Closing,  take  such  actions  and file  such
documents as shall be necessary to discontinue the use of the Contributed  Names
in connection with Tollgate's business operations.

     4.9 No  Shopping.  From the date  hereof  through  and until the earlier of
termination  of this  Agreement  or  Closing,  Tollgate  shall not and shall not
permit any of its  Affiliates  to,  and shall use its best  efforts to cause its
employees,  officers,  shareholders,  agents or  advisors  not to,  directly  or
indirectly,  (a) solicit,  initiate or  encourage  any  inquiries,  proposals or
offers from any Person  relating to any acquisition (or sublease as the case may
be) of the Tollgate  Contributed  Assets,  or any  securities of, or any merger,
consolidation or business combination with, Tollgate, or (b) with respect to any
effort or attempt by any other  Person to do or seek any of the  foregoing,  (i)
participate in any discussions or negotiations, (ii) furnish to any other Person
any information  with respect to, or afford access to the  properties,  books or
records of or relating to, Tollgate,  the Tollgate  Contributed Assets, or (iii)
otherwise  cooperate in any way with, or assist or participate in, or facilitate
or encourage any such effort. Tollgate shall promptly notify Century and the LLC
if any such  proposal  or offer or any  inquiry or contact  with any Person with
respect thereto is made.

     4.10 Further Assurances; Business Relationships; Assertion of Claims.
          ----------------------------------------------------------------

     (a) Tollgate shall use its best efforts to implement the provisions of this
Agreement,  and for such purpose Tollgate, at the request of Century or the LLC,
at or after the Closing, shall, without further consideration,  promptly execute
and  deliver,  or cause to be  executed  and  delivered,  to the LLC such deeds,
assignments,  bills of sale, Consents and other instruments in addition to those
required by this  Agreement,  in form and substance  satisfactory to Century and
the LLC, and take all such other  actions,  as Century or the LLC may reasonably
deem  necessary or desirable to implement any provision of this  Agreement or to
more  effectively  transfer,  convey and  assign to the LLC good and  marketable
title to, and to put the LLC in actual  possession and operating control of, all
of the Tollgate Contributed Assets, free and clear of all Liens except Permitted
Liens.

     (b) From and after the  Closing,  Tollgate  shall use its best  efforts  to
assist in the transfer to the LLC of the goodwill and reputation associated with
the  Tollgate  Contributed  Assets,  and  of  Tollgate's  personnel,  suppliers,
manufacturer's representatives,  franchisee and customer relationships. Tollgate
shall  use its best  efforts  to assure  that  Tollgate's  current  franchisees,
customers and suppliers shall continue to do business with the LLC in accordance

                                       27
<PAGE>

with the terms and for the periods of time set forth in any contract, agreement,
commitment or undertaking  (including the  Contracts),  whether oral or written,
and whether currently in effect or proposed to be entered into by Tollgate.

     4.11 Powers of Attorney.  Tollgate  shall  terminate at or prior to Closing
all powers of attorney granted by Tollgate relating to the Tollgate  Contributed
Assets,  other than those  relating  to service  of  process,  qualification  or
pursuant to governmental regulatory or licensing agreements.

                                    Article 5
            CONDITIONS TO OBLIGATION OF PARTIES TO CONSUMMATE CLOSING

     5.1  Conditions  to Century's  Obligations.  The  obligation  of Century to
consummate the transactions contemplated hereby is subject to satisfaction on or
prior to the Contribution Date of the following  conditions (any of which may be
waived by Century in writing):

     (a)  Covenants,   Representations  and  Warranties.   Tollgate  shall  have
performed  all  obligations  and  agreements  and  complied  with all  covenants
contained in this  Agreement to be performed  and complied  with by each of them
prior to or at the  Contribution  Date.  The  representations  and warranties of
Tollgate  set  forth  in  this  Agreement  shall  be  accurate  at and as of the
Contribution Date with the same force and effect as though made on and as of the
Contribution Date.

     (b) Consents.  All statutory  requirements  for the valid  consummation  by
Tollgate of the  transactions  contemplated  by this  Agreement  shall have been
fulfilled  and all Consents of all  Governmental  Authorities  and third parties
required  to be  obtained  (as  determined  by  Century)  in order to permit the
consummation  of  the  transactions   contemplated  hereby,   including  without
limitation licensing required by the Colorado Limited Gaming Act and regulations
thereunder,   shall  have  been  obtained  in  form  and  substance   reasonably
satisfactory to Century.  Tollgate shall have obtained any Consents  required in
connection  with the  execution,  delivery and  performance of this Agreement to
prevent a material  breach or default by  Tollgate  under any  contract to which
Tollgate is a party or for the  continuation  of any agreement to which Tollgate
is a party and which relates and is material to the Tollgate Contributed Assets.

     (c) Approval of Century and Century's  Stockholder.  The Board of Directors
of Century and the Board of Directors of its stockholder, Century Casinos, Inc.,
shall have given its final approval to the transactions  contemplated hereby and
all documents and agreements evidencing the same.

     (d) Due Diligence Completed.  Century shall have completed and, in its sole
and  exclusive  judgment,  be  satisfied  with the results of its due  diligence
investigation of Tollgate and the Tollgate Contributed Assets, including without
limitation satisfactory due diligence on the LLC's proposed development plan and
construction budget and on property tax issues pertaining to the LLC.

     (e)  Planned  Unit  Development.  Central  City shall have  approved of the
Casino project as a planned unit development.

                                       28

<PAGE>

     (f) Device Fee Rebate.  The LLC shall have an  agreement  with Central City
for a device fee rebate  totaling at least 70% of the fees due in  exchange  for
public use of the parking facility.

     (g) Century's  Approval of Funding and Opening of Casino.  The LLC shall be
in a position to close,  simultaneously with the Closing, debt financing to fund
the  construction  and opening of the Casino and the payment of  amendments  due
under the Agreement on terms and conditions acceptable to Century.

     (h) Traffic Terms.  There shall have been no material adverse  developments
regarding the highway  directly  connecting  I-70 with Central City, and Century
shall have  received  confirmation  that the roads and  traffic in Central  City
shall be laid out and have the same in, out and one-way flows as contemplated in
the traffic study provided to Century by Tollgate.

     (i) Environmental Matters. Tollgate shall have delivered to Century a Phase
II environmental  report, and the environmental  condition of the Property shall
be satisfactory to Century in its sole and exclusive judgment.

     (j) No Material  Adverse Effect.  There shall have been no Material Adverse
Effect since the date hereof.

     (k) No  Claims.  No Claim  challenging  the  legality  of,  or  seeking  to
restrain,  prohibit or materially modify,  the transactions  provided for in the
Transaction  Documents  shall have been  instituted and not settled or otherwise
terminated.

     (l) Legal  Matters.  All legal matters in connection  with the  Transaction
Documents and the transactions  contemplated thereby, and the form and substance
of all legal proceedings and of all papers,  instruments and documents delivered
hereunder or incidental hereto shall, in the reasonable  judgment of Century, be
satisfactory  to Century,  and if requested by Century,  to Faegre & Benson LLP,
counsel to Century.

     (m) Disclosure  Schedules.  Tollgate's Schedules to this Agreement shall be
satisfactory to Century in its sole and exclusive judgment.

     (n) Documents to be Delivered by Tollgate. The following documents shall be
delivered to Century and the LLC at or prior to the Closing by Tollgate:

          (i)  Conveyance   Documents.   Such  instruments  of  sale,  transfer,
     assignment, conveyance and delivery (including all vehicle titles), in form
     and substance  reasonably  satisfactory to counsel for Century  (including,
     without limitation, the Assignment Agreement and Warranty Deeds in form and
     substance  satisfactory to Century, as are required in order to transfer to
     the LLC good and marketable title to the Tollgate  Contributed Assets, free
     and clear of all  Liens  except  Permitted  Liens,  and the LLC shall  have
     received  a title  insurance  policy in form and  substance  acceptable  to
     Century from a title insurance company


                                       29
<PAGE>

     acceptable  to  Century  insuring  title to the Fee  Property  and the real
     property covered by the Gym Contract.

          (ii)  Lease  Agreements.  Assignments  of all  Lease  Agreements  with
     appropriate  lessor consents,  if necessary,  or the LLC shall have entered
     into lease  agreements  with such lessors for the respective  facilities in
     form satisfactory to the LLC and Century.

          (iii)  Limited  Liability  Company  Agreement.   Tollgate  shall  have
     executed and delivered the Limited Liability Company Agreement.

          (iv)  Opinion.  Opinion  of Holland & Hart LLP,  counsel to  Tollgate,
     dated as of the Contribution Date, attached hereto as Exhibit C.

          (v) Certificate.  Certificate of the Manager of Tollgate,  dated as of
     the Contribution Date, in form and substance  satisfactory to Century. (vi)
     Resolutions.  A certified  copy of  resolutions  of Tollgate's  manager and
     members  authorizing  the  execution,  delivery  and  consummation  of this
     Agreement and the transactions contemplated hereby.

          (vii) UCC Matters.  UCC  termination  statements and other  applicable
     documentation  necessary  to release any interest of any third party in the
     Tollgate Contributed Assets to the extent not relating to or arising from a
     Tollgate Contributed Liability or Permitted Lien.

          (viii) Records of Tollgate.  All contracts,  files,  documents,  data,
     records and  information of Tollgate  relating to the Tollgate  Contributed
     Assets, shall have been delivered to the LLC.

     (o) Documents to Be Delivered by the LLC. The following  documents shall be
delivered at the Closing by the LLC:

          (ix) Units.  The LLC shall have issued and  delivered to Century 6,500
     Units.

          (x) Century  Casino  Services  Agreement.  The LLC and an affiliate of
     Century  shall  have  duly  executed  and  delivered  the  Casino  Services
     Agreement in substantially the form of Exhibit B hereto.

     5.2  Conditions to Tollgate's  Obligations.  The  obligation of Tollgate to
consummate the transactions contemplated hereby is subject to satisfaction on or
prior to the Contribution Date of the following  conditions (any of which may be
waived by Tollgate in writing):

     (a) Covenants, Representations and Warranties. Century shall have performed
all obligations and agreements and complied with all covenants contained in this
Agreement  to be  performed  and  complied  with by  Century  prior to or at the
Contribution Date.


                                       30
<PAGE>

The  representations and warranties of Century set forth in this agreement shall
be accurate at and as of the Contribution Date with the same force and effect as
though made on and as of the Contribution Date.

     (b) Consents.  All statutory  requirements  for the valid  consummation  by
Century  of the  transactions  contemplated  by this  Agreement  shall have been
fulfilled  and all  Consents  of all  Governmental  Authorities  required  to be
obtained  in order to permit the  consummation  by  Century of the  transactions
contemplated  hereby,  including without  limitation  licensing  required by the
Colorado  Limited  Gaming  Act  and  regulations  thereunder,  shall  have  been
obtained.

     (c) No  Claims.  No Claim  challenging  the  legality  of,  or  seeking  to
restrain,  prohibit or materially modify,  the transactions  provided for in the
Transaction  Documents  shall have been  instituted and not settled or otherwise
terminated.

     (d) Legal  Matters.  All legal matters in connection  with the  Transaction
Documents and the transactions  contemplated thereby, and the form and substance
of all legal proceedings and of all papers,  instruments and documents delivered
hereunder or incidental hereto shall, in the reasonable judgment of Tollgate, be
satisfactory to Tollgate,  and if requested by Tollgate,  to Holland & Hart LLP,
counsel to Tollgate.

     (e) Documents to be Delivered by Century.  The following documents shall be
delivered at the Closing by Century:

          (i) Limited Liability Company  Agreement.  Century shall have executed
     and delivered the Limited  Liability Company Agreement in substantially the
     form of Exhibit A hereto.

          (ii) Century Casino Services Agreement.  An Affiliate of Century shall
     have  duly  executed  and  delivered  the  Casino  Services   Agreement  in
     substantially the form of Exhibit B hereto.

          (iii)  Certificate.  Certificate  executed  by an officer of  Century,
     dated as of the  Contribution  Date, in form and substance  satisfactory to
     Tollgate.

          (iv)  Opinion.  Opinion of Faegre & Benson  LLP,  counsel to  Century,
     dated as of the  Contribution  Date, in form and substance  satisfactory to
     Tollgate.

     (f) Documents to be Delivered by the LLC. The following  documents shall be
delivered at the Closing by the LLC:

          (i) Units.  The LLC shall have issued and delivered to Tollgate  3,500
     Units.

          (ii) Assignment and Assumption Agreement.  The LLC shall have executed
     and delivered the Assignment.

                                       31
<PAGE>

          (iii)  Century  Casino  Services  Agreement.  The LLC shall  have duly
     executed and delivered the Casino Services  Agreement in substantially  the
     form of Exhibit B hereto.

     5.3  Conditions  to the LLC's  Obligations.  The  obligation  of the LLC to
consummate the transactions  contemplated  hereby is subject to the satisfaction
on or prior to the Contribution Date of the conditions set forth in Sections 5.1
and 5.2 (any of which may be waived by Century or by Tollgate, as applicable).

                                    Article 6
                                 INDEMNIFICATION

     6.1  Indemnification by Tollgate,  TV and KJEl.  Tollgate,  TV and KJE (the
"Indemnitors")  jointly and severally agree that notwithstanding the Closing and
regardless of any  investigation  made at any time by or on behalf of Century or
of any information  Century may have in respect  thereof,  it will indemnify and
hold  harmless  Century and each  officer,  director,  and Affiliate of Century,
including, without limitation, any successor of Century from and against any and
all  damages,  losses,  claims,  actions,  assessment,   judgment,  liabilities,
demands,  charges,  suits,  penalties,  costs and expenses  (including,  without
limitation, interest, penalties, investigation costs, court costs and reasonable
accounting,  attorneys  and other  professional  fees and  expenses  incurred in
investigating  and preparing for any  litigation or  proceeding)  (collectively,
"Liabilities" and "Indemnifiable  Costs"), which any of such indemnified parties
may  sustain,  or to which any of such  indemnified  parties  may be  subjected,
arising out of (a) any  misrepresentation,  breach or default by the Indemnitors
of or  under  any of the  covenants,  agreements  or  other  provisions  of this
Agreement or any agreement or document executed in connection herewith;  (b) any
failure by the  Indemnitors  duly to perform  or  observe  any term,  provision,
covenant,  agreement  or  condition  in  this  Agreement  on  the  part  of  the
Indemnitors  to be  performed  or  observed;  (c)  any  noncompliance  with  the
provisions of any applicable  bulk sales Law; or (d) any liability or obligation
of the Indemnitors, other than Tollgate Contributed Liabilities,  arising out of
the ownership, lease, possession or operation of the Tollgate Contributed Assets
prior to the Closing,  whether or not disclosed  herein and  including,  but not
limited to, Tollgate  Retained  Liabilities and any Claim or Claims made against
Century arising out of liabilities or asserted liabilities of the Indemnitors or
any of their Affiliates.

     6.2  Indemnification by Century.  Century agrees that  notwithstanding  the
Closing and regardless of any investigation  made at any time by or on behalf of
Tollgate or of any information  Tollgate, TV or KJE may have in respect thereof,
it will  indemnify  and save and hold  Tollgate,  TV and KJE  harmless  from and
against any Indemnifiable  Costs, as defined above,  which Tollgate,  TV and KJE
may sustain or to which they may be  subjected  arising out of (a) any breach of
any  representation  or warranty made by Century pursuant to this Agreement;  or
(b) any  failure by Century  duly to  perform  or observe  any term,  provision,
covenant,  agreement or condition in this Agreement on the part of Century to be
performed or observed.

     6.3 Notice of Claim; Right to Participate in and Defend Third Party Claim.
          ---------------------------------------------------------------------

                                       32
<PAGE>

     (a) If any indemnified party receives notice of the assertion of any claim,
the  commencement  of any suit,  action or proceeding,  or the imposition of any
penalty or  assessment  by a third  party in respect of which  indemnity  may be
sought hereunder (a "Third Party Claim"),  and the indemnified  party intends to
seek indemnity hereunder,  then the indemnified party shall promptly provide the
indemnifying  party with prompt written notice of the Third Party Claim,  but in
any event not later than 30 calendar  days after receipt of such notice of Third
Party Claim. The failure by an indemnified party to notify an indemnifying party
of a  Third  Party  Claim  shall  not  relieve  the  indemnifying  party  of any
indemnification  responsibility  under this  Article  VI,  unless  such  failure
materially prejudices the ability of the indemnifying party to defend such Third
Party Claim.

     (b) The  indemnifying  party shall have the right to control  the  defense,
compromise  or  settlement  of the  Third  Party  Claim  with  its  own  counsel
(reasonably  satisfactory to the indemnified  party) if the  indemnifying  party
delivers written notice to the indemnified party within seven days following the
indemnifying  party's  receipt  of  notice  of the Third  Party  Claim  from the
indemnified  party  acknowledging  its  obligations to indemnify the indemnified
party with respect to such Third Party Claim in accordance with this Article VI,
and establishes  security in form and substance  reasonably  satisfactory to the
indemnified  party to secure the  indemnifying  party's  obligations  under this
Article VI with respect to such Third Party Claim;  provided,  however, that the
indemnifying  party shall not enter into any settlement of any Third Party Claim
which would impose or create any obligation or any financial or other  liability
on the  part of the  indemnified  party  if such  liability  or  obligation  (i)
requires  more than the payment of a  liquidated  sum, or (ii) is not covered by
the indemnification provided to the indemnified party hereunder. In its defense,
compromise or settlement of any Third Party Claim, the indemnifying  party shall
timely provide the indemnified  party with such information with respect to such
defense,  compromise or settlement as the indemnified  party shall request,  and
shall not assume any position or take any action that would impose an obligation
of any kind  on,  or  restrict  the  actions  of,  the  indemnified  party.  The
indemnified  party shall be entitled  (at the  indemnified  party's  expense) to
participate  in the defense by the  indemnifying  party of any Third Party Claim
with its own counsel.

     (c) In the  event  that  the  indemnifying  party  does not  undertake  the
defense,  compromise or  settlement  of a Third Party Claim in  accordance  with
subsection (b) of this Section.  The  indemnified  party shall have the right to
control the defense or  settlement of such Third Party Claim with counsel of its
choosing;  provided,  however,  that the  indemnified  party shall not settle or
compromise any Third Party Claim without the indemnifying  party's prior written
consent,  unless (i) the terms of such  settlement  or  compromise  release  the
indemnified  party or the  indemnifying  party from any and all  liability  with
respect to the Third Party Claim, or (ii) the indemnifying  party shall not have
acknowledged its obligations to indemnify the indemnified  party with respect to
such Third  Party  Claim in  accordance  with this  Article  VI and  established
security in form and substance reasonably  satisfactory to the indemnified party
to secure  the  indemnifying  party's  obligations  under  this  Article VI with
respect to such Third Party Claim. The indemnifying  party shall be entitled (at
the  indemnifying  party's  expense) to  participate in the defense of any Third
Party Claim with its own counsel.

                                       33
<PAGE>

     (d) Any indemnifiable claim hereunder that is not a Third Party Claim shall
be asserted by the indemnified  party by promptly  delivering  notice thereof to
the  indemnifying  party.  If the  indemnifying  party does not  respond to such
notice  within 60 days after its  receipt,  it shall  have no  further  right to
contest the validity of such claim.

     (e) Any amounts payable to Century  pursuant to this Article VI shall first
be offset  against the  $1,000,000  payable to Tollgate under Section 1.7(c) and
the amounts payable to Tollgate under Section 1.7(g).

                                    Article 7
                                   TERMINATION

     7.1 Termination.  This Agreement and the transactions  contemplated  hereby
may be terminated at any time prior to the Closing:

     (a) Mutual Consent. Upon the mutual written consent of all parties hereto;

     (b) Condition to Century's Obligations. By Century if any of the conditions
provided in Section 5.1 hereof shall not have been  satisfied,  complied with or
performed in any material respect on or before the Contribution Date and Century
has not  waived in  writing  such  failure of  satisfaction,  non-compliance  or
non-performance;

     (c)  Conditions  to  Tollgate's  Obligations.  By  Tollgate  if  any of the
conditions  provided  in  Section  5.2  hereof  shall not have  been  satisfied,
complied with or performed in any material respect on or before the Contribution
Date and  Tollgate  have not waived in  writing  such  failure of  satisfaction,
non-compliance or non-performance;

     (d) Contribution Date. By Tollgate or Century if the Closing shall not have
occurred on or before  December 4, 2004;  provided that if the Closing shall not
have  occurred by such date solely due to the delay in  obtaining  licensing  or
financing approval, such date shall be extended to not later than March 4, 2005,
provided that Century makes to Tollgate monthly payments in accordance with this
Section  7.1(d) of 65% (but not more than $26,650 in any calendar  month) of the
carrying  costs  directly  related  to  the  Tollgate   Contributed   Assets  (a
"Continuation  Payment").  Tollgate  shall  give  Century at least five (5) days
prior written notice of the amount of each monthly Continuation Payment. If this
Agreement has not been terminated by Century prior to December 3, 2004,  Century
may pay a  Continuation  Payment to Tollgate on December 3, 2004 and the Closing
shall be  extended  to January 4, 2005.  On January 4, 2005 and on  February  4,
2005,  Century  may  extend the  Closing  for an  additional  month by making an
additional  Continuation  Payment on each of those dates.  In the event  Century
elects to make the Continuation Payment, Tollgate shall pay the remaining 35% of
such carrying  costs.  In the event  Century,  after five (5) days prior written
notice from Tollgate,  fails to make a Continuation Payment, then this Agreement
shall terminate and all parties shall be released from any further obligation or
liability  hereunder except for matters which expressly  survive the termination
of this Agreement;

                                       34
<PAGE>

     (e) Tollgate  Misrepresentations or Breach. By Century, if there has been a
material  breach  by  Tollgate  of  any  of  its  representations,   warranties,
covenants,  obligations  or  agreements  set forth in this  Agreement  or in any
writing delivered pursuant hereto by Tollgate;

     (f) Century  Misrepresentations or Breach. By Tollgate, if there has been a
material breach by Century of any of its representations, warranties, covenants,
obligations  or  agreements  set  forth  in  this  Agreement  or in any  writing
delivered pursuant hereto by Century;

     (g) Court Order.  By Tollgate,  Century or the LLC if  consummation  of the
transactions contemplated hereby violates any non-appealable final order, decree
or  judgment  of  any  court  or   Governmental   Authority   having   competent
jurisdiction;  or

     (h) Material Adverse Effect. By Century, if it determines,  in its sole and
exclusive  judgment,  that  since the date of this  Agreement,  there has been a
Material   Adverse  Effect  or  that  the   consummation  of  the   transactions
contemplated  by the  Transaction  Documents  may result in a  Material  Adverse
Effect.

     7.2 Effect of  Termination.  If this  Agreement is  terminated  pursuant to
Section  7.1,  written  notice  thereof  shall  forthwith  be given to the other
parties  and this  Agreement  shall  thereafter  become void and have no further
force and effect and all further obligations of the parties under this Agreement
shall terminate without further  liability of the parties,  except that (a) each
party will  return all  documents,  workpapers  and other  material of any other
party  relating to the  transactions  contemplated  hereby,  whether so obtained
before or after the execution  hereof, to the party furnishing the same, and all
confidential  information  received  by any party  hereto  with  respect  to the
business of any other party shall be treated in accordance with Section 4.4; (b)
the  obligations  of  Tollgate,  Century and the LLC under  Sections 3.3 and 8.4
shall survive such termination;  and (c) such termination shall not constitute a
waiver by any party of any claim it may have for actual damages caused by reason
of, or relieve any party from liability for, any breach of this Agreement  prior
to termination under Section 7.1.

                                    Article 8
                                  MISCELLANEOUS

     8.1 Modifications;  Waiver.  Any amendment,  change or modification of this
Agreement shall be void unless in writing and signed by all parties  hereto.  No
failure or delay by any party hereto in exercising any right, power or privilege
hereunder,  and no course of dealing between or among any of the parties,  shall
operate  as a waiver of any such  right,  power or  privilege.  No waiver of any
default on any one occasion shall constitute a waiver of any subsequent or other
default.  No single or partial  exercise of any such right,  power or  privilege
shall preclude the further or full exercise thereof.

     8.2 Notices.  All notices and other  communications  hereunder  shall be in
writing  and  shall be  deemed  to have  been  duly  given  (a) when  personally
delivered,  (b) three  business  days after  mailed by  certified  mail,  return
receipt requested, postage prepaid, (c) when received or personally delivered if
sent via  Federal  Express or similar  overnight  courier  service,  or (d) when
transmitted and the appropriate telephonic  confirmation received if transmitted
by facsimile on a


                                       35
<PAGE>

business day and during normal business hours,  and otherwise,  on the following
business  day.  Such  notices  or  other  communications  shall  be  sent to the
following  addresses,  unless  other  addresses  are  subsequently  specified in
writing:

                           Century or the LLC:
                           ------------------

                           Century Casinos Tollgate Inc.
                           1263A Lake Plaza Dr.
                           Colorado Springs, CO 80906
                           Attention: Larry Hannappel
                           Fax No.: (719) 527-8300
                           Tel. No.: (719) 527-8301

                           With a copy to:

                           Faegre & Benson LLP
                           3200 Wells Fargo Center
                           1700 Lincoln Street
                           Denver, Colorado  80203-4532
                           Attention:  Douglas R. Wright, Esq.
                           Fax No.:   (303) 607-3500
                           Tel. No.:  (303) 607-3600

                           Tollgate, TV or KJE:
                           -------------------

                           2493 West Costilla Avenue
                           Littleton, Colorado  80120
                           Attention:  Mr. John Zimpel
                           Fax No.:  (303) 798-3890
                           Tel. No.: (303) 210-0523

                           with a copy to:

                           Holland & Hart LLP
                           555 Seventeenth Street
                           Suite 3200
                           Denver, CO 80202
                           Attention: Michael D. Martin, Esq.
                           Tel No.: 303-295-8000
                           Fax No.: 303-295-8261

     8.3 Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be deemed an  original  but all of which  counterparts  collectively
shall constitute one instrument.  Signatures may be exchanged by telecopy,  with
original signatures to follow. Each party hereto agrees that it will be bound by
its own telecopied  signature and that it accepts the  telecopied  signatures of
the other parties hereto.

                                       36
<PAGE>


     8.4 Expenses.  Each of the parties hereto will bear all costs,  charges and
expenses  incurred  by such  party in  connection  with this  Agreement  and the
consummation of the transactions contemplated herein.

     8.5 Binding  Effect;  Assignment.  This Agreement shall be binding upon and
inure to the  benefit of Century,  Tollgate  and the LLC,  and their  respective
representatives, successors, and permitted assigns, in accordance with the terms
hereof.  This  Agreement  shall not be assignable by Tollgate  without the prior
written consent of Century.  This Agreement shall be assignable by Century to an
Affiliate of Century without the prior written consent of Tollgate or the LLC.

     8.6 Governing Law. This Agreement  shall in all respects be governed by and
construed in accordance  with the laws of the State of Colorado,  without regard
to its conflicts of law doctrine.  The parties  hereto hereby agree to submit to
the personal jurisdiction of the state or federal courts located in the State of
Colorado.  Notwithstanding  the foregoing,  any party may initiate and prosecute
any legal  proceeding  or seek  enforcement  of any judgment in any proper court
having jurisdiction in the United States or elsewhere.

     8.7 Entire and Sole  Agreement.  This Agreement and the other schedules and
agreements  referred  to herein,  constitute  the entire  agreement  between the
parties hereto and supersede all prior agreements, representations,  warranties,
statements, promises, information, arrangements and understandings, whether oral
or written, express or implied, with respect to the subject matter hereof.

     8.8 Third  Parties.  Nothing  expressed  or  implied in this  Agreement  is
intended,  or shall be  construed,  to confer  upon or give any Person or entity
other than the parties  hereto any rights or remedies under or by reason of this
Agreement.

     8.9 Certain Definitions.

     (a) For purposes of this Agreement,  the term "Affiliate"  means any Person
that  directly,  or  indirectly  through  one  or  more  Persons,  controls,  is
controlled  by, or is under  common  control  with,  the  Person  specified  or,
directly or  indirectly,  is related to or  otherwise  associated  with any such
Person or entity. As used in this definition,  "control" (including,  with their
correlative meanings, the terms "controlled by" and "under common control with")
means the possession  directly or indirectly of the power to direct or cause the
direction of the management or policies of a Person (whether  through  ownership
of  securities  or  partnership  or other  ownership  interests,  by contract or
otherwise).

     (b) For purposes of this Agreement and of any other  Transaction  Document,
the phrase,  "to the best of Tollgate's  knowledge",  "Tollgate's  knowledge" or
similar phrases  (including  similar  phrases  applicable to TV or KJE) shall be
deemed to include all information that is actually known by John Zimpel, and the
phrase "to the best of Century's  knowledge",  "Century's  knowledge" or similar
phrases  shall be deemed to include all  information  that is actually  known by
Peter Hoetzinger.

                                       37
<PAGE>

     8.10  Remedies Not  Exclusive.  No remedy  conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy and
each remedy shall be  cumulative  and shall be in addition to every other remedy
given  hereunder  or  hereafter  existing  at law or in equity or by  statute or
otherwise. No remedy shall be deemed to be a limitation on the amount or measure
of damages resulting from any breach of this Agreement.  The election of any one
or more  remedies  shall not  constitute  a waiver of the right to pursue  other
available remedies.

     8.11 Gender and Number.  The  masculine,  feminine or neuter gender and the
singular or plural  number  shall each be deemed to include the others  whenever
the context so indicates.

     8.12 Invalid  Provisions.  If any provision of this  Agreement is deemed or
held to be illegal, invalid or unenforceable, this Agreement shall be considered
divisible and  inoperative as to such provision to the extent it is deemed to be
illegal,  invalid or  unenforceable,  and in all other  respects this  Agreement
shall remain in full force and effect; provided,  however, that if any provision
of this  Agreement  is deemed or held to be  illegal,  invalid or  unenforceable
there shall be added hereto  automatically a provision as similar as possible to
such  illegal,  invalid  or  unenforceable  provision  and be  legal,  valid and
enforceable.  Further,  should any provision contained in this Agreement ever be
reformed or  rewritten  by any judicial  body of  competent  jurisdiction,  such
provision as so reformed or rewritten shall be binding upon all parties hereto.

     8.13 Construction.  In the event any claim is made by any party relating to
any conflict,  omission or ambiguity in this Agreement, no presumption or burden
of  proof or  persuasion  shall be  implied  by  virtue  of the fact  that  this
Agreement  was  prepared  by or at the  request  of a  particular  party  or his
counsel.  Each of the parties agrees that they have had an opportunity to review
this  Agreement  and make  comments  and changes as they deem  appropriate  with
respect to the  provisions  hereof and that the language used in this  Agreement
will be deemed to be the language  chosen by the parties to express their mutual
intent.

     8.14 Headings.  The  descriptive  section  headings are for  convenience of
reference  only and shall not control or affect the meaning or  construction  of
any provision of this Agreement.

                          SIGNATURES ON FOLLOWING PAGE

                                       38
<PAGE>



     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed as of the date and year first above written.



                 CENTURY CASINOS TOLLGATE INC.



                  By: /s/ Peter Hoetzinger
                      --------------------
                          Peter Hoetzinger




                  CENTRAL CITY VENTURE, LLC

                  By: /s/ John Zimpel
                      ---------------
                          John Zimpel

                  Title: Managing Member
                         ---------------

                  By: /s/ E. Janvier Zimpel
                      ---------------------
                          E. Janvier Zimpel

                  Title: Managing Member
                         ---------------



                  CC TOLLGATE LLC



                  By:___________________________________________________________

                  Title:
                        --------------------------------------------------------



                  KJE INVESTMENTS, LLC



                  By: /s/ E. Janvier Zimpel
                      --------------------
                          E. Janvier Zimpel

                  Title: Managing Member
                         ---------------


                                       39
<PAGE>



                  TOLLGATE VENTURE, LLC



                  By: /s/ John Zimpel
                      ---------------
                          John Zimpel

                  Title:  Managing Member


                  By: /s/ E. Janvier Zimpel
                      ---------------------
                          E. Janvier Zimpel

                  Title:  Managing Member



                  Solely for Purposes of Section 4.7 hereof:


                  /s/ John Zimpel
                  ---------------
                      John Zimpel


                                       40
<PAGE>



                  EXHIBIT A

                  LIMITED LIABILITY COMPANY AGREEMENT

                  [ATTACHED]


                                       41
<PAGE>



                                            EXHIBIT B

                                            CASINO SERVICES AGREEMENT

                                            [ATTACHED]


                                       42
<PAGE>