SECOND SUPPLEMENT
                                       TO
                                RIGHTS AGREEMENT
                                     BETWEEN
                              CENTURY CASINOS, INC.
                                       AND
                      COMPUTERSHARE INVESTOR SERVICES, INC.
                                 AS RIGHTS AGENT





                      -------------------------------------

                            Dated as of July 16, 2002

                      -------------------------------------

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                      SECOND SUPPLEMENT TO RIGHTS AGREEMENT


     This Second Supplement to Rights  Agreement,  dated as of July 16, 2002, is
made between Century Casinos, Inc., a Delaware corporation (the "Company"),  and
Computershare Investor Services,  Inc., a Colorado corporation,  as Rights Agent
(the "Rights Agent").

                                   WITNESSETH

     1. On April 29, 1999, the Company  adopted a written Rights  Agreement (the
"Rights Agreement").

     2. On April 5, 2000 the Company amended the Rights Agreement by adoption of
a First Supplement to Rights Agreement.

     3. Section 26 of the Rights  Agreement  provides that the Company may amend
or supplement the Rights Agreement,  "Prior to the Distribution Date (as defined
therein")  (including,  without  limitation,  the date on which the Distribution
Date shall occur, the definition of Acquiring Person,  the time during which the
Rights may be redeemed  or any  provision  of the  Certificate  of  Designation)
without  the  approval  of any holders of  certificates  representing  shares of
Common Stock.

     4. The  parties now desire to  supplement  the  Agreement,  pursuant to the
provisions of Section 26.

     NOW, THEREFORE, the parties hereby agree as follows:

     1.  The   definition   of  "Purchase   Price"  under  Section  1,  "Certain
Definitions" is hereby amended to read in its entirety as follows:

     "Purchase  Price",  with respect to each Right,  shall mean $10.00, as such
     amount may from time to time be adjusted as provided  herein,  and shall be
     payable in lawful  money of the United  States of America.  All  references
     hereto to the Purchase  Price shall mean the Purchase Price as in effect at
     the time in question."

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     2. Section 23 (a) is hereby amended to read in its entirety as follows:

          "SECTION 23. REDEMPTION.
                       ----------

          (a) The Company, may, by resolution of the Board of Directors,  at its
     option,  at any time  prior  to the  earlier  to occur of (i) the  close of
     business on the ninetieth (90th) day following the Stock  Acquisition Date,
     and (ii) the close of  business  on the  Final  Expiration  Date,  elect to
     redeem  all but not  less  than  all of the then  outstanding  Rights  at a
     redemption price of $.001 per Right,  appropriately adjusted to reflect any
     stock split, stock dividend or similar transaction occurring after the date
     hereof  (such  redemption  price  being  hereinafter  referred  to  as  the
     "Redemption  Price").  The Company may, at its option,  pay the  Redemption
     Price in cash,  shares of Common  Stock or  Preferred  Stock  (based on the
     Current Market Price of the Common Stock or Preferred  Stock, as applicable
     at the  time of  redemption)  or any  other  form of  consideration  deemed
     appropriate by the Board of Directors."

     3. All other  provisions  of the  Rights  Agreement  are  hereby  ratified,
confirmed and approved, and shall remain unchanged, in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this First Supplement to
Rights  Agreement to be duly  executed,  all as of the date and year first above
written.

Attest:                                 CENTURY CASINOS, INC.


__________________________________      By:___________________________________
/s /Larry Hannappel                     /s /Erwin Haitzmann
Secretary                                   Chairman & CEO



Attest:                                 COMPUTERSHARE INVESTOR
                                        SERVICES, INC., as Rights Agent


__________________________________      By:___________________________________
/s /Laura Sisneros                      /s /Kellie Gwinn
Vice-President                          Vice-President


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