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                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                 CC TOLLGATE LLC


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



                          DATED AS OF OCTOBER 12, 2004
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<PAGE>




                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I DEFINITIONS; INTERPRETATION; CONSTRUCTION............................1

     Section 1.1   Defined Terms...............................................1
     Section 1.2   Interpretation..............................................6
     Section 1.3   Construction................................................7

ARTICLE II ORGANIZATIONAL MATTERS..............................................7

     Section 2.1   Matters Respecting Formation; Qualification.................7
     Section 2.2   Name........................................................7
     Section 2.3   Members.....................................................7
     Section 2.4   Place of Business...........................................7
     Section 2.5   Registered Agent and Registered Office......................7
     Section 2.6   Purpose.....................................................8
     Section 2.7   Duration....................................................8
     Section 2.8   Tax Status..................................................8
     Section 2.9   No Certificates; Records and Registration...................8

ARTICLE III MATTERS RESPECTING CAPITAL.........................................8

     Section 3.1   Capital Structure...........................................8
     Section 3.2   Capital Contributions.......................................9
     Section 3.3   Additional Capital Contributions............................9
     Section 3.4   Creation and Issuance of Additional Units or Securities....11
     Section 3.5   Right to Return of Capital.................................11
     Section 3.6   Capital Accounts...........................................11
     Section 3.7   Loans......................................................13

ARTICLE IV PROFIT AND LOSS................................................... 13

     Section 4.1   Allocations of Profit and Loss.............................13
     Section 4.2   Transfers..................................................13
     Section 4.3   Allocations Related to Certain Items.......................13
     Section 4.4   Special Allocations........................................14
     Section 4.5   Income Tax Allocation......................................15
     Section 4.6   Code Section 704(c)........................................16
     Section 4.7   Nonrecourse Liabilities....................................16
     Section 4.8   Negative Capital Accounts..................................16
<PAGE>


ARTICLE V DISTRIBUTIONS AND OTHER PAYMENTS TO UNITHOLDERS.....................16

     Section 5.1   Distributable Funds........................................16
     Section 5.2   Tax Distributions..........................................16
     Section 5.3   General Distribution Rules.................................16
     Section 5.4   Dissolution................................................17

ARTICLE VI MANAGEMENT OF THE COMPANY..........................................17

     Section 6.1   Management.................................................17
     Section 6.2   Limitations on Authority of the Manager and Officers.......18
     Section 6.3   Manager....................................................18
     Section 6.4   Compensation and Reimbursement of Manager..................18
     Section 6.5   Time Devoted by Manager....................................18
     Section 6.6   Officers...................................................18
     Section 6.7   Bank Accounts..............................................19
     Section 6.8   Insurance..................................................19
     Section 6.9   Company Meetings...........................................19

ARTICLE VII RIGHTS AND OBLIGATIONS OF UNITHOLDERS.............................20

     Section 7.1   Limitation on Liability....................................20
     Section 7.2   Priority and Return of Capital.............................20

ARTICLE VIII TRANSFER OF UNITS; WITHDRAWAL....................................20

     Section 8.1   Transfers and Withdrawals Generally........................20
     Section 8.2   Voluntary Transfers........................................21
     Section 8.3   Century Option.............................................22
     Section 8.4   Right of Approval..........................................22
     Section 8.5   Co-Sale Rights and Obligations.............................23
     Section 8.6   Purchase on Gaming Disqualification........................24

ARTICLE IX  ADDITIONAL AGREEMENTS.............................................24

     Section 9.1   Conversion.................................................24

ARTICLE X DISSOLUTION AND WINDING UP AFFAIRS..................................25

     Section 10.1  Dissolution................................................25
     Section 10.2  Winding Up.................................................25
     Section 10.3  Distributions upon Dissolution.............................26
     Section 10.4  Orderly Liquidation........................................26
     Section 10.5  Claims of Members..........................................26
                                      -ii-
<PAGE>


ARTICLE XI ACCOUNTING AND REPORTS.............................................26

     Section 11.1  Books and Records..........................................27
     Section 11.2  Tax Return; Tax Elections..................................27
     Section 11.3  Tax Matters Partner........................................28
     Section 11.4  Financial Information......................................28

ARTICLE XII LIABILITY, EXCULPATION AND INDEMNIFICATION........................28

     Section 12.1  Liability..................................................28
     Section 12.2  Exculpation................................................29
     Section 12.3  Duties and Liabilities of Covered Persons..................29
     Section 12.4  Indemnification............................................29
     Section 12.5  Expenses...................................................30
     Section 12.6  Insurance..................................................30
     Section 12.7  Outstanding Businesses.....................................30

ARTICLE XIII CONFIDENTIALITY AND NON-USE......................................30

     Section 13.1  Restrictions on Disclosure.................................30
     Section 13.2  Restrictions on Use........................................31
     Section 13.3  Violations.................................................31

ARTICLE XIV MISCELLANEOUS.....................................................31

     Section 14.1  Title to Company Property..................................31
     Section 14.2  Waiver of Partition and Dissolution Right..................31
     Section 14.3  Amendment..................................................31
     Section 14.4  Notices....................................................32
     Section 14.5  Governing Law..............................................32
     Section 14.6  Waiver of Jury Trial.......................................33
     Section 14.7  Further Assurances.........................................33
     Section 14.8  Conflicts..................................................33
     Section 14.9  Severability...............................................33
     Section 14.10 Waivers....................................................33
     Section 14.11 Creditors..................................................33
     Section 14.12 Binding Effect.............................................33
     Section 14.13 Entire Agreement...........................................33
     Section 14.14 Counterparts...............................................33
     Section 14.15 Electronic Transmissions...................................33
     Section 14.16 Counsel to Company.........................................34



                                     -iii-
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LIST OF EXHIBITS/SCHEDULES

     Schedule   A   Members, Capital Contributions, Initial Capital Account
                    Balances and Units




<PAGE>





                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                 CC TOLLGATE LLC


     This Limited  Liability  Company  Agreement of CC Tollgate  LLC, a Delaware
limited  liability  company  (the  "Company"),  is made and  entered  into as of
October 12, 2004,  by and among the initial  members of the Company as set forth
on the signature page hereof (the "Initial Members").

                                    ARTICLE I
                    DEFINITIONS; INTERPRETATION; CONSTRUCTION

     Section  1.1  Defined  Terms.  The  following  terms  have the  definitions
hereinafter  indicated  whenever  used in this  Agreement  with initial  capital
letters:

     "Accountants" shall have the meaning ascribed thereto in Section 11.1(c).

     "Act" mean the  Delaware  Limited  Liability  Company  Act,  6 Del.  C. ss.
18-101, et seq.

     "Adjusted Basis" shall mean, as of any date of determination, the Company's
adjusted  basis in any asset as of such date, as determined  for Federal  income
tax purposes pursuant to Section 1011 of the Code.

     "Affiliate"  shall mean, with respect to any Person,  any other Person who,
directly or indirectly,  controls or is controlled by or is under common control
with such first Person. As used in this definition,  "control" (including,  with
their correlative meanings,  the terms "controlled by" and "under common control
with") shall mean 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).

     "Agreement" shall mean this Limited Liability Company Agreement.

     "Applicable  Law" shall mean each applicable law,  statute,  treaty,  rule,
code,  ordinance,   regulation,  consent,  certificate,  order,  interpretation,
exemption,  license and permit of any governmental  authority and each judgment,
decree, injunction, writ, order or like action of any court, arbitrator or other
administrative,  judicial  or  quasi-judicial  tribunal  or agency of  competent
jurisdiction (including any pertaining to health, safety or the environment).

     "Approved Sale" shall have the meaning ascribed thereto in Section 8.4(a).

     "Capital Account" shall mean, with respect to each Unitholder,  the capital
account established and maintained for such Unitholder pursuant to Section 3.6.
<PAGE>


     "Capital  Contribution"  shall mean, with respect to each Member,  all cash
and other  property  contributed  by such  Member to the  capital of the Company
pursuant to this Agreement.

     "Carrying  Value" shall mean, with respect to any asset, the Adjusted Basis
thereof; provided,  however, that the Carrying Value of any property contributed
to the Company or any property  revalued in accordance with Section 3.6(c) shall
be the Fair Market Value of such contributed or revalued property on the date of
contribution or revaluation,  reduced,  but not below zero, by all depreciation,
amortization  and similar expense charged to the  Unitholders'  Capital Accounts
pursuant to Section 3.6 with respect to such  property.  The  Carrying  Value of
each asset will be  increased  or  decreased  to reflect any  adjustment  to the
adjusted basis of the asset under Section 734(b) or 743(b) of the Code, but only
to the extent that the adjustment is taken into account in  determining  Capital
Accounts  under  Treasury  Regulation  Section  1.704-1(b)(2)(iv)(m);  provided,
however,  that the Carrying Value will not be adjusted under this  definition to
the extent  that an  adjustment  pursuant  to  Section  3.6(c) is  necessary  or
appropriate in connection with a transaction  that would otherwise  result in an
adjustment under this sentence.

     "Cause" shall mean the following acts or failure to act by the Manager:

     (i) filing a voluntary petition in bankruptcy or insolvency,  or a petition
for relief or reorganization under any bankruptcy or insolvency law;

     (ii) consenting to an involuntary  petition in bankruptcy or fail to vacate
any order approving an involuntary petition within sixty (60) days from the date
of entry thereof;

     (iii)  assigning for the benefit of its  creditors  all or any  substantial
part of its assets, or consenting to the appointment of a receiver,  liquidator,
custodian  or trustee in  bankruptcy  for the Manager of all or any  substantial
part of its assets;

     (iv) failing to  materially  perform or  materially  comply with any of the
covenants,  agreed terms or conditions contained in this Agreement applicable to
the Manager and such failure shall continue for a period of forty-five (45) days
after  written  notice  thereof  from the Company to the Manager  specifying  in
detail the nature of such  failure,  or, in the case such failure is of a nature
that it cannot,  with due diligence and good faith,  be cured within  forty-five
(45) days, if Manager  fails to proceed  promptly and with all due diligence and
in good faith to cure the same and  thereafter  to prosecute  the curing of such
failure to completion with all due diligence within ninety (90) days thereafter;

     (v) a final  nonappealable  judgment by a court of  competent  jurisdiction
that the Manager committed fraud; or

          (vi) the Manager becomes a Disqualified Holder.

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

     "Certificate"  shall mean the  Certificate  of  Formation of the Company as
filed with the Secretary of State of the State of Delaware on October 12, 2004.

                                       2
<PAGE>

     "Code" shall mean the United States Internal Revenue Code of 1986.

     "Company"  shall have the  meaning  ascribed  thereto  in the  introductory
paragraph and shall include any successor entities to the Company.

     "Contribution Agreement" means the Contribution Agreement dated October 12,
2004 among the Company and the Initial Members.

     "Covered Person" shall mean any Manager,  Member, officer or other employee
or agent of the Company (including the Liquidating Trustee) or its Affiliates.

     "Disqualified Holder" has the meaning described thereto in Section 8.6.

     "Distributable  Funds"  shall mean,  with  respect to any period,  all cash
receipts  (i)  derived by the  Company  from  normal  business  operations,  but
excluding  any amounts that are held by the Company as a collection  agent or in
trust for others or that are  otherwise  not  unconditionally  available  to the
Company,  (ii) received as proceeds from any Company  financing,  refinancing or
other  extraordinary  event  (including  cash  received  from the sale of all or
substantially  all  of  the  Company's   assets,   but  excluding  any  proceeds
attributable  to the  issuance  of equity  securities  by the  Company) or (iii)
withdrawn from reserves  during such period,  minus (w) all expenses (other than
depreciation and other similar noncash expenses) incurred incident to the normal
operation of the Company's  business,  (x) all capital  expenditures made during
such period,  (y) all payments of principal and interest made during such period
with  respect to Company  loans,  including  Member  Loans,  and (z) all working
capital and cash  reserves  that the Manager  deems  necessary for the needs and
operation of the Company's business.  Distributable Funds shall be determined in
accordance  with the cash receipts and  disbursements  method of accounting  and
otherwise in accordance with GAAP.

     "Fair Market  Value" shall mean,  with respect to any  property,  the value
that would be obtained  therefor  in an arm's  length  transaction  or sale (for
cash)  between an informed  and willing  purchaser  and an informed  and willing
seller,  neither being under any compulsion to buy or sell, which value shall be
determined in good faith by the Manager  unless  otherwise  provided  herein and
shall take into account Section 7701(g) of the Code.

     "Fiscal Year" shall mean the calendar year.

     "GAAP" shall mean United States generally  accepted  accounting  principles
consistently applied in effect from time to time.

     "Initial  Company  Equity"  shall mean the  Interest of each of the Initial
Members as a  percentage  of the Company,  determined  by dividing the number of
Units  held by each  Initial  Member by the  number of Units  held by all of the
Initial Members.

     "Initial   Members"  shall  have  the  meaning   ascribed  thereto  in  the
introductory paragraph.

                                       3
<PAGE>

     "Interest"  shall mean,  with respect to any Member,  such Member's  entire
ownership  interest  in the  Company  at any  particular  time  (which  shall be
represented  by Units),  including  such Member's  right to share in Profits and
Losses and to receive  distributions  pursuant to this Agreement and any and all
rights and  benefits  to which such  Member may be  entitled as provided in this
Agreement  and the Act,  together  with the  obligation of such Member to comply
with all the terms and provisions of this Agreement.

     "Issuance Items" shall have the meaning ascribed thereto in Section 4.3(b).

     "Liquidating  Trustee" shall have the meaning  ascribed  thereto in Section
10.2.

     "Loss" shall mean,  except as  otherwise  provided in Section  3.6(b),  the
taxable loss of the Company for any taxable year or portion thereof, as computed
for Federal  income tax purposes in accordance  with Section 703(a) of the Code.
For this purpose,  all items of income,  gain, loss or deduction  required to be
stated separately pursuant to Section 703(a)(1) of the Code shall be aggregated,
but there shall be excluded from such computation any item of income, gain, loss
or deduction which is specially allocated under Article IV hereof.

     "Manager" shall mean Century and any Person hereafter  elected as a Manager
of the Company as provided  in this  Agreement,  but does not include any Person
that  subsequently  ceases to be a Manager  pursuant to the  provisions  of this
Agreement.  In the case of any Manager that is not a natural person,  references
herein to the Manager  shall  include and mean such Person acting by and through
the duly authorized officers,  directors,  members, or managers (as appropriate)
of such Person.

     "Member"  shall  mean the  Initial  Members  and any other  Person  that is
hereafter admitted as a Member pursuant to the issuance of any new or additional
Units in  accordance  with  Section  3.3 and  Section 3.4 or pursuant to Section
8.2(b)  hereof,  but does not  include  any  Person  that  ceases to be a Member
pursuant to the provisions of this Agreement.

     "Minimum  Gain" shall have the meaning  ascribed  to  "partnership  minimum
gain" in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

     "Net Agreed  Value"  shall mean (i) in the case of a Capital  Contribution,
the Fair Market Value of the property  contributed to the Company reduced by any
indebtedness  secured by such  property  and assumed or taken  subject to by the
Company upon such  contribution  under Section 752 of the Code,  and (ii) in the
case of any property  distributed to a Unitholder,  the Fair Market Value of the
property  distributed  reduced by any indebtedness  secured by such property and
assumed or taken  subject to by such  Unitholder  upon such  distribution  under
Section 752 of the Code.

     "Participation  Notice" shall have the meaning  ascribed thereto in Section
3.3(a).

     "Person" shall mean an individual,  corporation, limited liability company,
partnership,   limited  partnership,   joint  venture,   trust,   unincorporated
organization or any other entity, including any United States, foreign, state or
local governmental entity or municipality or any

                                       4
<PAGE>

authority, department, commission, board, bureau, agency, court, instrumentality
or subdivision thereof.

     "Profit" shall mean,  except as otherwise  provided in Section 3.6(b),  the
taxable  income of the  Company  for any  taxable  year or portion  thereof,  as
computed for Federal  income tax purposes in accordance  with Section  703(a) of
the  Code.  For this  purpose,  all items of  income,  gain,  loss or  deduction
required to be stated separately pursuant to Section 703(a)(1) of the Code shall
be  aggregated,  but there shall be excluded from such  computation  any item of
income,  gain, loss or deduction  which is specially  allocated under Article IV
hereof.

     "Purchase Offer" shall have the meaning ascribed thereto in Section 8.4(a).

     "Regulatory  Allocations"  shall mean any allocation (or limitation imposed
on any  allocation)  of an item of income,  gain,  deduction or loss pursuant to
Section 4.4, such allocations (or limitations  thereon) set forth in Section 4.4
being directly or indirectly provided in Treasury Regulations  promulgated under
Section 704(b) of the Code.

     "Required  Interest"  shall mean, in connection with any vote or consent of
the Members or as the context otherwise requires, those Members holding at least
fifty  percent  (50%)  of the  Units  entitled  to vote  as of the  date of such
determination.

     "Selling Group" shall have the meaning ascribed thereto in Section 8.5(a).

     "Tax Liability"  means, for a Unitholder,  with respect to any Fiscal Year,
the product of (a) the aggregate amount of all Profits and separately  allocated
items of income and gain  allocated  to such  Unitholder  for such Fiscal  Year,
reduced by any  Losses  and  separately  allocated  items of loss and  deduction
allocated to such  Unitholder for prior Fiscal Years and not previously  applied
to reduce  Profits as described in this  sentence,  and (b) a percentage  (which
percentage shall be the same for each Member  regardless of such Member's actual
effective  State or  Federal  tax rates)  established  at the  maximum  marginal
Federal and state of Colorado individual tax rates in effect for the Fiscal Year
to which the  distribution  relates  or such  other  rate as the  Manager  shall
reasonably determine.

     "Tollgate"  shall mean  Central  City  Venture,  LLC,  a  Colorado  limited
liability company.

     "Transfer" means, with respect to any Unit, property,  asset or other right
or  interest,  (i) when used as a verb,  to sell,  assign,  transfer,  exchange,
distribute, devise, gift, grant a lien on, encumber or otherwise dispose of such
Unit, property,  asset or other right or interest,  in whole or in part, or (ii)
when used as a noun, the sale,  assignment,  transfer,  exchange,  distribution,
devise, gift, granting of a lien, encumbrance or other disposition of such Unit,
property,  asset or other right or interest, in whole or in part, in either case
whether pursuant to a sale, merger, combination, consolidation, reclassification
or otherwise, and whether voluntarily or by operation of law.

     "Treasury  Regulations" shall mean the United States Income Tax Regulations
promulgated under the Code.

                                       5
<PAGE>

     "Unitholder"  shall  mean  all  Persons  who  hold  Units  in the  Company,
regardless of whether they are Members.

     "Unitholder Loan" shall have the meaning ascribed thereto in Section 3.7.

     "Unitholder  Nonrecourse  Debt" shall have the meaning ascribed to "partner
nonrecourse debt" in Treasury Regulation Section 1.704-2(b)(4).

     "Unitholder  Nonrecourse Debt Minimum Gain" shall have the meaning ascribed
to  "partner  nonrecourse  debt  minimum  gain" in Treasury  Regulation  Section
1.704-2(i)(2).

     "Units"  shall  be the  unit of  measurement  for  determining  a  Person's
Interest  in the  Company,  with each Unit  evidencing  a  proportional  part of
certain  rights in the Company  during its  existence,  and in the assets of the
Company upon dissolution. All Interests in the Company shall be evidenced by and
Transferred with Units, which may be designated in one or more classes or series
and with such rights,  privileges,  preferences and limitations as determined by
the Manager.

     Section 1.2  Interpretation.  In this  Agreement,  unless a clear  contrary
intention appears:

     (a) the singular number includes the plural number and vice versa;

     (b) reference to any Person  includes such Person's  successors and assigns
but only if such  successors and assigns are not  prohibited by this  Agreement,
and reference to a Person in a particular  capacity  excludes such Person in any
other capacity or individually;

     (c) reference to any gender includes each other gender;

     (d)  reference to any agreement  (including  this  Agreement),  document or
instrument  means,  unless  specifically  provided  otherwise,  such  agreement,
document or instrument as amended or modified and in effect from time to time in
accordance with the terms thereof;

     (e) reference to the Act, Code or any other  Applicable  Law means,  unless
specifically  provided  otherwise,  such  Applicable  Law as amended,  modified,
codified, replaced or reenacted, in whole or in part, and in effect from time to
time,  including rules and regulations  promulgated  thereunder and reference to
any section or other provision of any Applicable Law means,  unless specifically
provided  otherwise,  that provision of such Applicable Law from time to time in
effect and constituting the substantive amendment,  modification,  codification,
replacement or reenactment of such section or other provision;

     (f) reference in this Agreement to any Article, Section, Appendix, Schedule
or Exhibit means such Article or Section hereof or Appendix, Schedule or Exhibit
thereto;

                                       6
<PAGE>

     (g)  "hereunder",  "hereof",  "hereto" and words of similar import shall be
deemed  references  to  this  Agreement  as a whole  and  not to any  particular
Article, Section or other provision thereof;

     (h) "including"  (and with correlative  meaning  "include") means including
without limiting the generality of any description preceding such term;

     (i) "or" is not exclusive;

     (j) relative to the determination of any period of time, "from" means "from
and including" and "to" means "to but excluding"; and

     (k) except as otherwise  provided herein,  all actions which any Person may
take and all determinations which any Person may make pursuant to this Agreement
may be taken and made at the sole and absolute discretion of such Person.

     Section  1.3  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.

                                   ARTICLE II
                             ORGANIZATIONAL MATTERS

     Section 2.1 Matters Respecting Formation; Qualification.
                 --------------------------------------------

     (a) The Members hereby ratify and in all respects  confirm the formation of
the Company  under the laws of the State of  Delaware  pursuant to the filing of
the Certificate. The Company shall exist on the terms and conditions and for the
purposes stated herein.  The Manager shall, from time to time,  execute and file
such other  certificates  and documents as it may deem  necessary or appropriate
with respect to the conduct of the business by the Company.

     (b) The  Manager  shall  cause  the  Company  to be  qualified,  formed  or
registered  under  assumed or fictitious  names  statutes or similar laws in any
jurisdiction   in  which  the   Company   transacts   business   in  which  such
qualification,  formation or registration is required or desirable.  The Manager
or an officer of the Company shall  execute,  deliver and file any  certificates
(and any  amendments  or  restatements  thereof)  necessary  for the  Company to
qualify to do  business  in any  jurisdiction  in which the  Company may wish to
conduct business.

     Section 2.2 Name. The name of the Company shall be CC Tollgate LLC.

     Section 2.3  Members.  The  Initial  Members of the Company are the Persons
executing  this  Agreement,  each of which is hereby,  or  previously  has been,
admitted to the Company as a


                                       7
<PAGE>

Member.  No  additional  Members  shall be admitted to the  Company,  except (i)
pursuant to the issuance of Units or securities  in accordance  with Section 3.3
and Section  3.4, or (ii)  pursuant  to a Transfer of Units in  accordance  with
Article VIII and, in connection  with such Transfer,  the consent of the Manager
if required in accordance with Section 8.2(b).

     Section 2.4 Place of Business.  The Company's  principal  place of business
shall be  [_______________________]  or other place as the Manager may from time
to time designate by notice to the Members.

     Section 2.5  Registered  Agent and Registered  Office.  Except as otherwise
designated  by the  Manager  from  time to time,  the name  and  address  of the
Company's registered agent for service of process in the State of Delaware shall
be [CT Corporation,  1209 Orange Street,  Wilmington,  Delaware 19801],  and the
registered  office of the Company in the State of  Delaware  shall be located at
such address.

     Section  2.6  Purpose.  The  purpose  of the  Company  shall be (i) to own,
develop,  construct  and operate a casino or casinos in Central  City,  Colorado
(the "Casino"); and (ii) to engage in the transaction of all lawful business for
which a limited liability company may be organized under the Act. In furtherance
of such purpose, the Company shall be empowered to engage in any lawful activity
for which a limited  liability  company may be formed under the Act and all acts
necessary,   appropriate,  proper  or  advisable  for,  or  incidental  to,  the
furtherance and accomplishment of the foregoing purposes.

     Section 2.7  Duration.  The term of the Company  commenced  on the date the
Certificate was filed with the Secretary of State of Delaware and shall continue
until it is dissolved in accordance  with the provisions of this Agreement or by
operation of law.

     Section 2.8 Tax  Status.  The  Members  intend  that the  Company  shall be
treated as a partnership  for Federal and state income tax purposes  rather than
as an association taxable as a corporation.

     Section 2.9 No Certificates; Records and Registration.
                 ------------------------------------------

     (a)  No  Certificates.  No  Unitholder  shall  be  entitled  to  receive  a
certificate  evidencing  the Units owned by such  Unitholder.  The Company shall
maintain a Unit register that shall evidence each Member's ownership of Units.

     (b) Rights of Registered Member. The Company shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of Units to
receive  distributions,  and to vote as such owner, and to hold liable for calls
and assessments a Person  registered on its books as the owner of such Units and
shall not be bound to recognize  any  equitable or other claim to or interest in
such Units on the part of any other Person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.

                                       8
<PAGE>

     (c)  Transfers.  Upon  surrender  to the  Company  of such  instruments  of
Transfer or other  documents  as the  Manager  may  require for the  transfer of
Units,  and provided that the Transfer is in  compliance  with the terms of this
Agreement, the Company shall record the transaction upon its books.

     (d) Record  Date.  In order that the  Company  may  determine  the  Members
entitled  to notice of or to  consent,  approve  or vote on any  matter,  or the
Unitholders  entitled to receive payment of any distribution or allotment of any
rights,  or  entitled  to  exercise  any rights in  respect of any other  lawful
action,  the Manager may fix, in advance, a record date, which shall not be more
than  sixty (60) nor less than ten (10) days  before the date of such  action or
event.

                                   ARTICLE III
                           MATTERS RESPECTING CAPITAL

     Section 3.1 Capital Structure.  The authorized capital of the Company shall
consist of 1,000,000  Units.  Each Member shall be entitled to one vote per Unit
held of record by such  Member on the  Company's  books as to matters  that come
before the Members for a vote.

     Section 3.2  Capital Contributions.
                  ----------------------

     (a)  Simultaneously  with the execution of this  Agreement,  Units shall be
issued to the Initial  Members in the  amounts  and in exchange  for the Capital
Contributions set forth on Schedule A, all of which Capital  Contributions shall
be paid contemporaneous  with the execution of this Agreement,  unless otherwise
provide in the Contribution Agreement.

     (b) The Members  shall be liable only to make their  Capital  Contributions
pursuant to Section  3.2(a) and no Member shall be required to lend any funds to
the  Company or,  after a Member's  Capital  Contributions  have been fully paid
pursuant to Section 3.2(a), to make any additional Capital  Contributions to the
Company pursuant to Section 3.3 or otherwise.  No Member shall have any personal
liability for the repayment of any Capital  Contributions of any other Member or
Unitholder.

     Section 3.3  Additional Capital Contributions.
                  ---------------------------------

     (a) If  additional  Capital  Contributions  are required by the Company (as
reasonably determined by the Manager),  the Manager shall give written notice to
the Members ("Participation Notice"). The Participation Notice shall specify the
amount of the Capital Contribution, and date such contribution is required. Each
Member  (other  than the  Manager if it is a Member)  must notify the Manager in
writing  within thirty (30) days of the receipt of the  Participation  Notice if
such Member wishes to contribute such capital.  If no written response  agreeing
to participate has been received by the Manager from a Member within such 30-day
period, the Member shall be deemed to have refused to participate. Capital shall
be  contributed  through the purchase of  additional  Units.  The Manager  shall
determine  the  number of Units to be  purchased  and the price per Unit,  which
shall be set forth in the Participation  Notice.  Members must agree to purchase
all or none of the Units allocable to such Member.  Each Member shall be offered
the opportunity to purchase a proportionate number of Units equal to

                                       9
<PAGE>

the total number of Units offered  multiplied by a fraction (i) the numerator of
which is the number of Units then owned by such Member and (ii) the  denominator
of which is the total number of Units owned by all  Members.  The closing of the
proposed  sale of Units to the Members  shall be on the closing  date and on the
terms and conditions stipulated in the Participation  Notice,  provided that the
Manager may extend the closing date specified in the  Participation  Notice to a
date that is not later than one hundred  twenty  (120) days from the date of the
Participation  Notice.  If the proposed sale is not completed within one hundred
twenty (120) days from the date of the Participation Notice, the Company may not
issue Units of the Company without again complying with this Section 3.3(a).

     (b) Notwithstanding anything to the contrary in Section 3.3(a), if Tollgate
refuses to  participate  after  receiving  a  Participation  Notice  pursuant to
Section 3.3(a):

          (i)  Century  may  elect,  in its  sole  discretion,  to fund all or a
     portion  of  Tollgate's  Capital  Contribution  as set forth in  Tollgate's
     Participation  Notice,  in which case Century  shall be issued a portion of
     the Units  corresponding  to such Capital  Contributions as detailed in the
     Participation  Notice  and  Tollgate  shall be issued the  remaining  Units
     corresponding to such Capital Contribution as detailed in the Participation
     Notice such that the  Initial  Company  Equity  held by  Tollgate  shall be
     reduced using the following table:


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


------------------------------------------------- -----------------------------
         Additional Capital Not                Reduction of Tollgate's Intitial
  Contributed by Tollgate Determined                Company Equity*
         on a Cumulative Basis
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
          xxxxx xxxx xxxxxxx                         xx xx xxxx
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
          xxxx xx xxxx xxxxxxx                       xx xx xxxx
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
          xxxx xx xxxx xxxxxxx                       xx xx xxxx
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
          xxxx xx xxxx xxxxxxx                       xx xx xxxx
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
          xxxx xx xxxx xxxxxxx                       xx xx xxxx
-------------------------------------------------------------------------------
</TABLE>


          Such  issuance  of Units  shall  not  affect  the  respective  Capital
     Accounts  of Tollgate or Century.  Notwithstanding  the  foregoing,  if the
     primary purpose of the Capital Contribution is to improve the interest rate
     or terms of the  Company's  initial

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

     Determined  proportionately based on the ratio that capital not contributed
bears to $1.0 million.

                                       10
<PAGE>

     financing of up to $27.5 million to finance project  construction  from the
     terms proposed by Innovation  Capital as of the date of this Agreement,  no
     such dilution shall occur.

          (ii) If Century does not elect to fund all or a portion of  Tollgate's
     Capital  Contribution  as set  forth  in  Tollgate's  Participation  Notice
     pursuant to Section  3.3(b)(i),  the Manager,  in its sole discretion,  may
     elect either (x) to not issue  additional  Units to any Member  pursuant to
     Section 3.3(a) or (y) to issue  sufficient  Units to Tollgate  (despite its
     refusal to participate  after receiving a Participation  Notice pursuant to
     Section 3.3.(a)) such that Tollgate's Interest is not reduced.

     (c)  Notwithstanding   Section  3.3(a)  or  Section  3.3(b),  any  proposed
additional Capital  Contributions that cause the total equity contributed to and
funded  debt  issued by the  Company to exceed  [$47.9]  million  shall  require
Tollgate's  consent,  which shall not be unreasonably  withheld or delayed,  and
dilution percentages for a failure to participate in such Capital  Contributions
shall be negotiated in good faith by Tollgate and Century within sixty (60) days
of the date on which the Manager delivers a Participation Notice;  provided that
if Tollgate and Century are unable to agree on dilution percentages within sixty
(60) days  after the  Manager  delivers a  Participation  Notice,  the  dilution
percentages  for excess  Capital  Contributions  shall equal the  percentage set
forth in Section 3.3(b) hereof (with amounts in excess of $5.0 million  carrying
the same  dilution  of up to 2.0% as is set forth in the "$4.0  million  to $5.0
million" table in such section).

     Section 3.4  Creation  and  Issuance  of  Additional  Units or  Securities.
Subject to Section  3.3 with  respect to  additional  Capital  Contributions  by
current Members, to the extent applicable:

     (a) The Manager in its good faith  discretion  is  authorized  to cause the
issuance of additional Units,  including Units in one or more classes, or one or
more series of such classes,  which classes or series shall have, subject to the
provisions  of  Applicable  Law,  such  rights,  designations,  preferences  and
limitations  as may be fixed by the Manager,  including with respect to: (i) the
Capital  Contribution  to be  required  by each such class or  series;  (ii) the
allocation of Profits or Losses to each such class or series; (iii) the right of
each such  class or series to share in  distributions;  (iv) the  rights of each
such class or series upon  dissolution and  liquidation of the Company;  (v) the
price at which,  and the terms and  conditions  upon  which,  each such class or
series of Units may be redeemed by the  Company,  if any such class or series is
so redeemable;  (vi) the rate at which, and the terms and conditions upon which,
each such  class or series  may be  converted  into  another  class or series of
Units;  and (vii)  the  right of each  such  class or series to vote on, or take
action with  respect to,  Company  matters,  including  matters  relating to the
relative  rights,  preferences,  and privileges of such class or series,  to the
extent  permitted by Applicable Law, if any such class or series is granted such
voting rights.  Any purchaser of new or additional Units in accordance with this
Section 3.4 shall be admitted to the Company as a Member upon the  execution  of
such  subscription  and other  documents  as the  Manager  may  require and upon
receipt of the purchaser's Capital Contribution.

                                       11
<PAGE>

     (b) The Manager in its  reasonable  good faith  discretion is authorized to
cause the  issuance of any other type of  security  of the Company  from time to
time to Members  or other  Persons on terms and  conditions  established  by the
Manager.  Such securities may include  unsecured and secured debt obligations of
the  Company,  debt  obligations  of the Company  convertible  into  Units,  and
options, rights, or warrants to purchase any such Units.

     Section 3.5 Right to Return of Capital.  No Unitholder shall be entitled to
withdraw or reduce any part of its Capital  Contributions  to, or to receive any
distributions  from,  the  Company  except as  provided  in this  Agreement.  No
Unitholder  shall be  entitled  to demand or  receive  interest  on its  Capital
Contributions or on any balance in its Capital Account.

     Section 3.6  Capital Accounts.
                  -----------------

     (a) A separate Capital Account shall be maintained for each Unitholder. The
Capital Account of each Unitholder  shall be credited with (i) the amount of all
Capital  Contributions  made by such  Unitholder  pursuant  to this  Article III
(which  amount,  in the case of  property  (other  than cash)  contributed  by a
Unitholder  to the  Company  shall be the Net Agreed  Value  thereof),  (ii) all
Profit and each item of income and gain allocated to such Unitholder pursuant to
Article IV and (iii) any other amounts required by Treasury  Regulation  Section
1.704-1(b);  and debited  with (x) all Loss and each item of loss and  deduction
allocated  to such  Unitholder  pursuant to Article IV, (y) all cash and the Net
Agreed  Value of any  property  distributed  by the  Company to such  Unitholder
pursuant  to this  Agreement  and (z) any other  amounts  required  by  Treasury
Regulation  Section  1.704-1(b).   Notwithstanding   anything  to  the  contrary
contained herein, the Capital Account of a Unitholder shall be determined in all
events in  accordance  with the rules set forth in Treasury  Regulation  Section
1.704-l(b)(2)(iv).  To the  extent  that  any  provision  of this  Agreement  is
inconsistent   with   the   requirements   of   Treasury    Regulation   Section
1.704-l(b)(2)(iv), such Treasury Regulation shall control.

     (b) Profit or Loss for each Fiscal Year or other  period,  and each item of
income, gain, loss or deduction which is specially allocated pursuant to Article
IV hereof for any Fiscal Year or other period, shall be adjusted as follows:

          (i) The  computation  of all items of income and gain shall be made as
     to those  items  described  in Section  705(a)(1)(B)  of the Code,  without
     regard to the fact that such items are not  includible  in gross income for
     federal income tax purposes;

          (ii) All deductions for depreciation,  cost recovery,  amortization or
     similar items attributable to any property (other than cash) contributed by
     a Member to the Company or revalued  pursuant  to Section  3.6(c)  shall be
     determined  as if the  Adjusted  Basis  of  such  property  on the  date of
     contribution  or  revaluation  was  equal  to the  Carrying  Value  of such
     property on such date,  in  accordance  with  Treasury  Regulation  Section
     1.704-l(b)(2)(iv)(g);

          (iii) Any income, gain or loss attributable to the taxable disposition
     of an asset shall be determined by the Company as if the Adjusted  Basis of
     such asset as of such date of disposition  were equal to the Carrying Value
     of such asset as of such date;

                                       12

<PAGE>

          (iv) All expenses of the Company described in Section  705(a)(2)(B) of
     the Code or treated as expenditures under Section  705(a)(2)(B) of the Code
     pursuant  to Treasury  Regulation  1.704-1(b)(2)(iv)(i)  and not  otherwise
     allocated under Section 4.1 shall be treated as an item of deduction;

          (v) In the event of a revaluation  of any property in accordance  with
     Section 3.6(c),  the amount of such adjustment  shall be taken into account
     as gain  or loss  from  the  disposition  of such  asset  for  purposes  of
     computing Profits and Losses; and

          (vi) To the  extent an  adjustment  to the  adjusted  tax basis of any
     asset  pursuant to Section 734(b) or Section 743(b) of the Code is required
     pursuant to Section  1.704-1(b)(2)(iv)(m)  of the Treasury  Regulations  in
     determining  Capital  Accounts,  the  amount  of such  adjustment  shall be
     treated as an item of gain (if the  adjustment  increases  the basis of the
     asset) or loss (if the  adjustment  decreases  the basis of the asset) from
     the  disposition  of the asset and shall be taken into account for purposes
     of computing Profits or Losses.

     (c)  At  the  discretion  of  the  Manager,  the  Capital  Accounts  of the
Unitholders  may be  increased  or  decreased  to reflect a  revaluation  of the
Company  property  to Fair  Market  Value on the  Company's  books to the extent
permitted under Treasury Regulation Section 1.704-1(b)(2)(iv)(f).

     (d) A transferee of Units shall succeed to the Capital Account  relating to
the transferred  Units, and there shall be no adjustment to the Capital Accounts
as a result  of such  transfer  except  as  otherwise  required  under  Treasury
Regulation Section 1.704-1.

     (e) The manner in which Capital  Accounts are to be maintained  pursuant to
this Section 3.6 is intended to comply with the  requirements  of Section 704(b)
of the Code and the Treasury  Regulations  thereunder.  If in the opinion of the
Company's  accountants the manner in which Capital Accounts are to be maintained
pursuant to the  preceding  provisions of this Section 3.6 should be modified in
order to comply with  Section  704(b) of the Code and the  Treasury  Regulations
thereunder,  then,  notwithstanding  anything to the  contrary  contained in the
preceding  provisions of this Section 3.6, the method in which Capital  Accounts
are maintained shall be so modified;  provided,  however, that any change in the
manner of maintaining  Capital  Accounts shall not materially alter the economic
agreement between or among the Unitholders.

     (f) The Manager shall also: (i) make any adjustments  that are necessary or
appropriate to maintain equality between the Capital Accounts of the Unitholders
and the amount of capital  reflected on the Company's balance sheet, as computed
for book  purposes,  in  accordance  with  Section  1.704-1(b)(2)(iv)(q)  of the
Treasury Regulations,  and (ii) make any appropriate  modifications in the event
unanticipated  events might  otherwise  cause this  Agreement not to comply with
Section  1.704-1(b) of the Treasury  Regulations;  provided  that, to the extent
that any such adjustment is inconsistent with other provisions of this Agreement
and would have a material  adverse  effect on any  Unitholder,  such  adjustment
shall require the consent of such Unitholder.

                                       13
<PAGE>

     Section 3.7 Loans. In the event the Manager shall reasonably determine,  at
any time, that the Company requires additional funds for development, operations
or capital  expenditures,  the Manager shall have the right to cause the Company
to borrow additional funds from a third-party lender or from any Unitholder upon
such market terms and conditions as the Manager deems reasonable and appropriate
under the  circumstances.  The Members  hereby  approve the  Company's  proposed
borrowing of up to $27.5 million to finance project construction.  Any loan made
by a Unitholder  or its  Affiliates  pursuant to this  Section 3.7  ("Unitholder
Loan") must be on terms that are not less  favorable  to the Company  than terms
reasonably  available from an unrelated  third party,  shall not be treated as a
Capital  Contribution and payments of principal and interest on Unitholder Loans
shall not be considered distributions.

                                   ARTICLE IV
                                 PROFIT AND LOSS

     Section 4.1  Allocations  of Profit and Loss.  After  giving  effect to the
provisions  of Section 4.3 and Section 4.4,  the Profits and Losses,  if any, of
the Company  for any Fiscal Year shall be  allocated  among the  Unitholders  in
proportion to their Units.

     Section 4.2 Transfers.  To the extent  permitted by Applicable  Law, in the
event of a transfer of Units during a taxable  year,  the Company  shall make an
interim  closing of its books (or, at the election of the applicable  transferor
and  transferee  and with the consent of the  Manager,  utilize any other method
permitted  under  Section  706 of the  Code) for  purposes  of  determining  the
allocations and distributions required under this Agreement.

     Section 4.3  Allocations Related to Certain Items.
                  -------------------------------------

     (a)  Notwithstanding  the  provisions of Section 4.1, in the event that any
fees,  interest or other amounts paid or payable to any  Unitholder or Affiliate
thereof are deducted by the Company in reliance on Sections  707(a) or 707(c) of
the Code, and such fees,  interest or other amounts are disallowed as deductions
to the Company and are recharacterized as Company distributions,  there shall be
allocated  to  such  Unitholder's  Capital  Account,  prior  to the  allocations
provided in Section 4.1, an amount of Company gross income for the year in which
such fees, interest or other amounts are treated as Company  distributions equal
to such fees, interest or other amounts so treated as distributions.

     (b) Any income,  gain,  loss or deduction  realized as a direct or indirect
result  of the  issuance  of Units by the  Company  to a Member  (the  "Issuance
Items")  shall  be  allocated  among  the  Unitholders  so that,  to the  extent
possible,  the net  amount  of such  Issuance  Items,  together  with all  other
allocations  under this Agreement to each  Unitholder  shall be equal to the net
amount that would have been  allocated to each such  Unitholder  if the Issuance
Items had not been realized.

     Section 4.4  Special Allocations.
                  --------------------

     (a) Solely for purposes of  determining a Unitholder's  Capital  Account in
applying  the  provisions  of this Section  4.4,  the  anticipated  adjustments,
allocations and


                                       14
<PAGE>

distributions       described      in      Treasury      Regulation      Section
1.704-l(b)(2)(ii)(d)(4)-(6)  shall be taken into  account,  and each  Unitholder
shall be deemed  obligated to restore any deficit in its Capital  Account to the
extent of the sum of its share of the Minimum Gain,  as  determined  pursuant to
Treasury  Regulation  Section  1.704-2(g),  and  its  share  of  the  Unitholder
Nonrecourse  Debt Minimum Gain, as  determined  pursuant to Treasury  Regulation
Section 1.704-2(i)(5).

     (b)  Notwithstanding  any other provision of this Article IV, no allocation
of  Loss,  or  other  allocation  of loss  or  deduction,  shall  be made to any
Unitholder if such allocation would result in such Unitholder  having a negative
balance in its Capital Account at the close of such year in excess of the amount
it would be required to restore on a liquidation  of the Company at the close of
such year. Any Loss (or other loss or other deduction) which cannot be allocated
to a Unitholder  pursuant to the  restrictions  contained in this Section 4.4(b)
shall be  allocated to the other  Unitholders  of the Company (to the extent not
inconsistent  with the  restrictions  of this Section 4.4(b)) in accordance with
the ratio of their then respective Capital Account balances.

     (c)  Notwithstanding  any other  provision of this Article IV, in the event
any Unitholder  unexpectedly receives an adjustment,  allocation or distribution
described   in  clause  (4),   (5)  or  (6)  of  Treasury   Regulation   Section
1.704-1(b)(2)(ii)(d)  that results in such Unitholder  having a negative balance
in its Capital Account at the close of such year in excess of the amount that it
is deemed  obligated to restore on a liquidation  of the Company at the close of
such year,  or for any other  reason has a deficit  Capital  Account  balance in
excess of such amount,  such  Unitholder  shall be  allocated  Profit (and other
income and gain) in an amount and manner  sufficient to eliminate such excess as
promptly as possible.

     (d)  In  accordance  with  and  pursuant  to  Treasury  Regulation  Section
1.704-2(i)(1),  all partner nonrecourse  deductions (as defined in that Treasury
Regulation) shall be allocated to the Unitholder that bears the economic risk of
loss on the  Unitholder  Nonrecourse  Debt  giving  rise to such  deductions  as
determined under that Treasury  Regulation.  Beginning in the first taxable year
in which there are  allocations  of  "nonrecourse  deductions"  (as described in
Section  1.704-2(b)  of the  Treasury  Regulations),  such  deductions  shall be
allocated to the  Unitholders  in the same manner as Loss is allocated  for such
period.

     (e) In  accordance  with  and  pursuant  to  Treasury  Regulation  Sections
1.704-2(f) and 1.704-2(i)(4)  (and subject to the exceptions set forth therein),
if there is a net decrease in either Minimum Gain or Unitholder Nonrecourse Debt
Minimum  Gain  or both  during  any  taxable  year,  all  Unitholders  shall  be
allocated,  before any other  allocation is made of Profit (and other income and
gain) or Loss (or other  loss or  deduction)  for such  taxable  year,  items of
income and gain for such year (and, if necessary, subsequent years) in an amount
equal to the  Unitholder's  share in the decrease in Minimum Gain or  Unitholder
Nonrecourse  Debt Minimum Gain, as  determined  pursuant to Treasury  Regulation
Sections l.704-2(g)(2) and 1.704-2(i)(4).

     (f) To the extent an  adjustment  to the  adjusted tax basis of any Company
asset pursuant to Section 734(b) or 743(b) of the Code is required,  pursuant to
Treasury

                                       15
<PAGE>

Regulation Sections  1.704-1(b)(2)(iv)(m)(2) or  1.704-1(b)(2)(iv)(m)(4),  to be
taken  into  account  in  determining  Capital  Accounts,  the  amount  of  such
adjustment  to  Capital  Accounts  shall be  treated  as an item of gain (if the
adjustment  increases  the  basis  of the  asset)  or loss  (if  the  adjustment
decreases such basis), and such gain or loss shall be specially allocated to the
Unitholder  or  Unitholders  to whom such  adjustment  relates as  determined in
accordance with such Treasury Regulations.

     (g) It is the intent of the parties to this  Agreement  that the Regulatory
Allocations  provided  herein  satisfy  the  requirements  of  certain  Treasury
Regulations  under Section  704(b) of the Code. It is further  intended that the
allocations  under this Article IV shall effect an allocation for Federal income
tax purposes in a manner  consistent  with Section 704(b) of the Code and comply
with any limitations or restrictions  therein and, to the extent possible,  that
any allocations  pursuant to this Section 4.4 shall be offset with other special
allocations of income,  gain,  loss of deduction in whatever  manner the Manager
reasonably  and  in  good  faith  determines  so  that,  after  such  offsetting
allocations  are made,  each  Unitholder's  Capital  Account  balance is (to the
extent possible) equal to the Capital Account balance such Unitholder would have
had if the  allocations  pursuant  to this  Section  4.4  were  not part of this
Agreement  and all items of income,  gain,  loss and  deduction  were  allocated
pursuant to Section 4.1. In exercising  its  discretion  under this Section 4.4,
the Manager shall take into account future Regulatory Allocations that, although
not yet made, are likely to offset other Regulatory Allocations previously made.
If for any reason the allocations  contained in this Agreement conflict with the
Treasury  Regulations  promulgated  under  Section 704 of the Code,  the Members
acknowledge that such Treasury Regulations shall control.

     Section 4.5 Income Tax Allocation.  For federal, state and local income tax
purposes,  except as  otherwise  provided in Section  4.6,  each item of income,
gain,  loss,  deduction and credit of the Company  shall be allocated  among the
Unitholders in accordance with the  corresponding  book  allocations  thereof as
provided in Section 4.1 though Section 4.4.

     Section  4.6 Code  Section  704(c).  Under  Section  704(c) of the Code and
Treasury Regulation Section 1.704-3,  income,  gain, loss,  deduction and amount
realized  with respect to any asset  contributed  to the capital of the Company,
solely for federal income tax purposes, shall be allocated among the Unitholders
so as to take into  account any  variation  between the  Carrying  Value of such
property and its  Adjusted  Basis at the time of  contribution.  If the Carrying
Value of any asset is adjusted under Section 3.6(c),  subsequent  allocations of
income, gain, loss, deduction and amount realized, solely for federal income tax
purposes,  shall be allocated  among the  Unitholders so as to take into account
any variation between the Carrying Value of such property and its Adjusted Basis
at the time of  revaluation  as adjusted in the manner  required  under Treasury
Regulation Section  1.704-3(a)(6).  The allocations required by this Section 4.6
shall  be  made  using  the  traditional  method  as  permitted  under  Treasury
Regulation Section 1.704-3.

     Section 4.7 Nonrecourse  Liabilities.  For purposes of Treasury  Regulation
Section   1.752-3(a)(3),   the  Unitholders   agree  that  "excess   nonrecourse
liabilities" of the Company (as

                                       16
<PAGE>

defined in Treasury Regulation Section  1.752-3(a)(3)) shall be allocated to the
Unitholders in proportion to their Units.

     Section  4.8  Negative  Capital  Accounts.  No  Unitholder  shall  have any
obligation to make any  contribution  to the capital of the Company with respect
to any deficit in its Capital Account,  and such deficit shall not be considered
a debt owed to the Company or to any Person for any purpose whatsoever.

                                    ARTICLE V
                 DISTRIBUTIONS AND OTHER PAYMENTS TO UNITHOLDERS

     Section 5.1 Distributable  Funds.  Except as otherwise  provided in Section
5.2, it is not anticipated that the Company will distribute cash or other assets
to the Unitholders on a regular basis; however, if the Company has Distributable
Funds that the Manager  determines in its sole discretion  should be distributed
to the Unitholders, such Distributable Funds of the Company shall be distributed
among the Unitholders in proportion to their Units.

     Section  5.2 Tax  Distributions.  Except to the extent  prohibited  by loan
agreement  covenants or other agreements,  within ninety (90) days after the end
of each Fiscal Year, the Company shall  distribute to each Unitholder cash in an
amount equal to such  Unitholder's  Tax Liability for the preceding Fiscal Year,
and any such  distribution  under this  Section  5.2 shall  reduce  and  applied
against the distributions to be made in accordance with Section 5.1.

     Section 5.3  General Distribution Rules.
                  ---------------------------

     (a) No Unitholder may compel a  distribution  in kind by the Company or may
be compelled to accept a  distribution  of any asset in kind from the Company to
the  extent  that the  percentage  of the  asset  distributed  to it  exceeds  a
percentage of that asset which is equal to the  percentage in which it shares in
distributions from the Company.

     (b) The  Company  shall at all  times be  entitled  to make  payments  with
respect to any Unitholder in amounts required to discharge any obligation of the
Company to withhold or make payments to any governmental  authority with respect
to any  federal,  state,  local or other  jurisdictional  tax  liability of such
Unitholder arising as a result of such Unitholder's interest in the Company. Any
such  withholding  payment  shall  be  charged  to the  Capital  Account  of the
Unitholder  subject to such  withholding and shall reduce the amounts  otherwise
distributable to such Unitholder hereunder.

     (c) Except as otherwise provided herein, all distributions of Distributable
Funds  pursuant to this Article V shall be  distributed  to the  Unitholders  in
proportion to their Units.

     Section  5.4  Dissolution.   Notwithstanding   Section  5.1  hereof,   upon
dissolution of the Company all  distributions  of  Distributable  Funds shall be
made in accordance with Section 10.3 hereof.

                                       17
<PAGE>

                                   ARTICLE VI
                            MANAGEMENT OF THE COMPANY

     Section 6.1  Management.
                  -----------

     (a) The  business  and  affairs  of the  Company  shall be  managed  by the
Manager.  The  Manager,  on behalf of the  Company,  may assign and delegate the
rights,  duties and  responsibilities  under this  Article VI to an Affiliate of
Century  or any  other  Person  in  accordance  with the  terms of a  Management
Agreement approved by a Required Interest (the "Casino  Management  Agreement").
Except as otherwise  provided by nonwaivable  provisions of Applicable Law or by
this Agreement,  the Manager shall have full and complete  authority,  power and
discretion  to manage and control the  business,  affairs and  properties of the
Company, to appoint the officers of the Company, to make all decisions regarding
those matters and to perform any and all other acts or  activities  customary or
incident to the management of the business of the Company.

     (b) Any  action  taken  by the  Manager  on  behalf  of the  Company  shall
constitute the act of, and shall serve to bind, the Company, as the case may be,
pursuant to this Article VI. In dealing with the Manager acting on behalf of the
Company and in  furtherance  of the business of the Company,  no Person shall be
required to inquire into the  authority of the Manager to bind the Company,  and
such Person shall be entitled to rely conclusively on the power and authority of
the Manager as set forth in this Agreement.

     (c)  Except as  otherwise  provided  herein,  the  Manager  shall  have the
authority   to  delegate  to  the  officers  of  the  Company  such  duties  and
responsibilities  as  the  board  of  directors  of a  Delaware  corporation  is
permitted under the Delaware General Corporation Law to delegate to the officers
of such corporation.

     (d)  Unless   authorized   to  do  so  by  the  Manager  in   writing,   no
attorney-in-fact,  employee or agent of the  Company  (other than the Manager or
any duly appointed officers of the Company) shall have any power or authority to
bind the  Company  in any way,  to  pledge  its  credit  or to  render it liable
financially for any purpose.

     (e) The Unitholders  shall have no right to control or manage,  or take any
part in the control or management of, the property,  business, or affairs of the
Company, except for the right to approve certain matters as provided herein.

     Section  6.2   Limitations  on  Authority  of  the  Manager  and  Officers.
Notwithstanding  any other provision of this Agreement,  neither the Manager nor
the officers shall take action upon the following  matters unless and until such
action has been  approved by  majority  in  interest  of Members  other than the
Manager if then a Member:

     (a) Any activity that is not consistent with the purposes of the Company as
set forth in Section 2.6 hereof;

     (b) Any act in contravention of this Agreement; or

                                       18
<PAGE>

     (c) A material change in the nature of the business of the Company.

     Section  6.3  Manager.  Century  shall  serve as the Manager of the Company
until such time as it is  dissolved,  resigns or is removed.  Any Manager may be
removed  with or  without  Cause,  and a new  Manager  selected,  by a  Required
Interest.  Notwithstanding the preceding sentence,  any Manager that is a Member
may be removed for Cause, and a new Manager selected,  by a majority in interest
of Members  other than the  Manager if then a Member.  If a Manager is a Member,
the removal or resignation of such Manager shall not affect the Manager's rights
as a Member and shall not constitute a withdrawal of such Member.

     Section 6.4 Compensation and Reimbursement of Manager.  So long as a Casino
Management  Agreement is in effect,  the Manager shall not receive  compensation
for its services to the Company. If no Casino Management Agreement is in effect,
the Manager shall receive reasonable  compensation for its services. The Manager
shall be  reimbursed  for its  reasonable  expenses  incurred  on  behalf of the
Company.

     Section 6.5 Time  Devoted by Manager.  The Manager  shall  devote  whatever
time,  effort and skill it shall deem  necessary to the operation of the Company
and shall not be obligated to devote all of its time or business  efforts to the
affairs of the Company.

     Section 6.6  Officers.
                  ---------

     (a)  Officers  of the  Company  may be  appointed  from time to time by the
Manager. No officer need be a Member or an officer of the Manager.  Any officers
so designated  shall have such  authority and perform such duties as the Manager
may,  from time to time,  delegate to them.  The  Manager  may assign  titles to
particular  officers and, unless the Manager decides otherwise,  if the title is
one commonly used for officers of a Delaware corporation, the assignment of such
title shall  constitute  the  delegation  to such officer of the  authority  and
duties that are normally associated with that office.

     (b) Each officer shall hold office until his  successor is duly  designated
and  qualified  or until  his death or until he  resigns  or is  removed  by the
Manager  with or without  cause.  Any number of offices  may be held by the same
Person.  The  salaries or other  compensation,  if any,  of the  officers of the
Company shall be fixed from time to time by the Manager.

     Section 6.7 Bank  Accounts.  The Manager and officers  shall  establish and
maintain one or more separate bank and investment  accounts and arrangements for
funds of the Company in the name of the Company with financial  institutions and
firms that the Manager  shall  determine.  The Manager  and  officers  shall not
commingle the Company's funds with the funds of any other Person.

     Section 6.8 Insurance.  The Manager shall cause the Company to keep insured
by financially sound and reputable  insurers all property of a character usually
insured, and carry such other insurance usually carried, by companies engaged in
the same or similar business

                                       19
<PAGE>

similarly  situated as the Company,  in such  amounts,  for such coverage and at
such times as may be prudent under the circumstances.

     Section 6.9  Company Meetings.
                  -----------------

     (a) Regular  meetings of the Members  shall not be held;  however,  special
meetings of the Members  shall be held at such times as the Manager may request,
such meetings to be held at the principal place of business of the Company or at
such other  place as the Manager may  determine.  A notice with  respect to each
such  meeting  containing  the  place and date  thereof  and a  proposed  agenda
therefor  shall be given to each Member no earlier  than thirty (30) days and no
later than two (2) days prior to the  scheduled  date of such meeting  (although
each Member  shall be  entitled  to waive such  notice and raise  issues at such
meeting  relating to the business and  operations  of the Company,  even if such
issues are not set forth in the  agenda).  In  addition,  Tollgate may request a
special  meeting of the Members not more  frequently  than  annually on not more
than thirty (30) days advance notice to the Members. The presence of a Member at
a meeting  shall  constitute  waiver of any notice  required to have been given.
Members may  participate  in a meeting of the  Company by means of a  conference
telephone   or  similar   communications   equipment   permitting   all  persons
participating in such meeting to hear each other at the same time. Participation
in a meeting by such means shall constitute presence in person at such meeting.

     (b) The holders of a majority  of the  outstanding  Units  entitled to vote
present in person or by conference telephone or similar communications equipment
shall constitute a quorum for the transaction of business at all meetings of the
Members;  provided that such quorum shall include Tollgate unless Tollgate fails
to attend two consecutive  meetings (or  adjournments  thereof),  in which event
Tollgate's  presence shall not be required for the next meeting (or  adjournment
of a called  meeting).  At any  meeting  of the  Members  at  which a quorum  is
present,  a  majority  of votes  properly  cast by the  Members  (or their  duly
authorized  proxies) upon any question shall decide the question,  except in any
case where a larger vote is required in accordance with this Agreement.

     (c) Any action  required or permitted to be taken at any special meeting of
Members may be taken  without a meeting,  without  prior  notice,  and without a
vote,  if a consent or consents in writing,  setting  forth the action so taken,
shall be signed by a Required  Interest.  Every  written  consent shall bear the
date of  signature of each Member who signs the  consent.  Prompt  notice of the
taking of any action by Members without a meeting by less than unanimous written
consent  shall be given by the  Company to those  Members who did not consent in
writing  to the  action;  provided,  however,  that  the  Company  shall  not be
prohibited from taking the action so approved  pending or following the delivery
of such notice.

     (d) Minutes of any meeting shall be taken and distributed to all Members.

                                       20
<PAGE>

                                   ARTICLE VII
                      RIGHTS AND OBLIGATIONS OF UNITHOLDERS

     Section 7.1 Limitation on Liability.  Each Unitholder's  liability shall be
limited as set forth in the  Agreement,  the Act and other  Applicable  Law.  No
Unitholder  will have personal  liability for any debts or losses of the Company
except as provided by Applicable Law.

     Section  7.2  Priority  and Return of Capital.  Except as may be  expressly
provided  herein or in the rights and  preferences  of any Units,  no Unitholder
shall  have  priority  over any other  Unitholder,  either  as to the  return of
Capital or as to Profits,  Losses or distributions of Distributable  Funds. This
Section 7.2 shall not apply to any Unitholder Loans made to the Company.

                                  ARTICLE VIII
                          TRANSFER OF UNITS; WITHDRAWAL

     Section 8.1  Transfers and Withdrawals Generally.
                  ------------------------------------

     (a) A Unitholder may not Transfer,  or permit to be Transferred,  its Units
or any part thereof in any way whatsoever or otherwise withdraw from the Company
except  as  permitted  pursuant  to  this  Article  VIII.   Notwithstanding  the
foregoing,  (i) any Member that is an entity may  Transfer  its Units to another
entity that is controlled by its equity or beneficial owners or Affiliates; (ii)
any Member that is an  individual  may  Transfer his Units to (x) members of his
immediate  family (meaning his spouse,  lineal  descendants  (including  adopted
children)  and  spouses  of lineal  descendants),  (y) a trust or trusts for the
exclusive  benefit of such Member or any one or more of such Member's  immediate
family members or (z) a charitable  organization  (including a charitable trust,
charitable  foundation  or  similar  entity),  in each case  provided  that such
transferees agree to be bound by the terms and provisions of this Agreement; and
(iii) any Member may  Transfer  its Units in a Transfer  that is  approved  by a
Required  Interest  so long as, in any case,  such  Transfer  does not cause any
holder to be a Disqualified Holder.

     (b) If a  Unitholder  attempts  to, or suffers  to occur,  a  Transfer,  or
attempts to withdraw from the Company,  in violation of this Article  VIII,  (i)
such attempted or suffered  Transfer or attempted  withdrawal  shall be null and
void in all respects,  (ii) in the case of an attempted or suffered Transfer, no
distribution  of  any  kind,   including  any   distribution   pursuant  to  any
liquidation,  redemption  or  otherwise,  shall  be paid by the  Company  to the
purported  transferee in respect of the Units (all such rights to payment by the
transferring Member /or the purported transferee being deemed waived), (iii) the
voting rights of such Units,  if any, shall  terminate and the  transferring  or
withdrawing  Member shall only have the rights of an unadmitted  assignee  under
the Act, (iv) neither the transferring Member nor the purported transferee shall
be  entitled  to  exercise  any rights  with  respect  to such Units  until such
Transfer  in  breach  of  this  Agreement  has  been  rescinded,   and  (v)  the
transferring or withdrawing  Member shall be liable to the Company and the other
Members for all damages  that they may sustain as a result of such  attempted or
suffered Transfer or attempted withdrawal.

     Section 8.2  Voluntary Transfers.
                  --------------------
                                       21
<PAGE>

     (a) No Unitholder may voluntarily  Transfer all or any portion of its Units
unless each of the conditions set forth below are satisfied:

          (i) except in the case of Transfers  permitted  pursuant to the second
     sentence of Section  8.1(a),  the  Unitholder  desiring to consummate  such
     Transfer shall have made a Purchase Offer (as defined  herein) and complied
     with the terms and  provisions of Section 8.4 and such  Unitholder's  Units
     shall remain unpurchased after so complying;

          (ii) the  Unitholder  desiring to  consummate  such  Transfer  and the
     prospective  transferee  each  execute  and  deliver  to the  Manager  such
     instruments  of transfer and  assignment  with respect to such Transfer and
     such  other  instruments,  including  an  agreement  to  be  bound  by  the
     provisions  of  this  Agreement,  as  are  reasonably  satisfactory  to the
     Manager; and

          (iii) such Transfer shall not cause:

               (A) a  violation  of the  Securities  Act of  1933  or any  other
          applicable Federal or state securities laws; or

               (B) a breach or  violation  of or an event of default  under,  or
          give rise to a right to accelerate any obligation of the Company;

               (C) the Company, directly or indirectly,  (x) to be classified as
          other than a partnership for purposes of the Code or (y) to be treated
          as a "publicly traded  partnership" within the meaning of Section 7704
          of the Code;

               (D) the  application  of the rules of Sections  168(g)(1)(B)  and
          168(h) of the Code or similar rules to apply to the Company;

          (iv)  There  shall  have  been   delivered  to  the  Company  (at  the
     transferring  Unitholder's  cost  and  expense)  an  opinion  of  reputable
     counsel,  satisfactory  to the  Manager,  as to the  matters  set  forth in
     Section  8.2(a)(iii) above, unless this requirement is waived in writing by
     the Manager.

     (b) Any transferee of Units  (including  pursuant to Transfers  effected in
accordance  with this  Article  VIII)  shall be  admitted  to the  Company  as a
substitute Member only upon the consent of the Manager; provided,  however, that
the consent of the  Manager  shall not be required  for a  transferee  permitted
pursuant  to  Section  8.1(a) to be  admitted  as a  substitute  Member and such
transferee  shall be admitted as a substitute  Member at such time as all of the
other conditions in this Article VIII have been satisfied. Any transferee who is
not  admitted as a substitute  Member shall be a Unitholder  and shall only have
the rights of an  unadmitted  assignee  under the Act. A  Unitholder  who is not
admitted as a Member shall be entitled only to allocation and  distributions  in
accordance  with  this  Agreement  with  respect  to  the  Units  held  by  such
Unitholder,  and shall have no right to any  information  or  accounting  of the
affairs of the


                                       22
<PAGE>

Company,  shall not be entitled to inspect the books and records of the Company,
and  shall  not  have  any of the  rights  of a  Member  under  the  Act or this
Agreement.

     Section 8.3  Century Option.
                  ---------------

     (a)  Century  shall  have  the  option  to  purchase  all or a  portion  of
Tollgate's  Units in the Company on the terms set forth in Section  8.3(b).  The
option  shall  expire on the third  anniversary  of the last day of the month in
which the Casino is opened to the public for business (the "Opening Date").

     (b) The  exercise  price  shall  equal the  following,  payable  in cash at
closing pursuant to Section 8.3(c):

          (i) If the option is exercised  between the date of this Agreement and
     the Opening Date,  xxxxx  xxxxxxx;  provided that if Tollgate's  percentage
     interest  in the  Company  is, as of the date of  exercise  of the  option,
     reduced  pursuant to Section  3.3(b),  the exercise price shall equal xxxxx
     xxxxxxx  multiplied  by a fraction,  the  numerator of which is  Tollgate's
     percentage  interest  in the  Company as of the date of  exercise,  and the
     denominator of which is 35%.

          (ii) If the option is  exercised  after the date of the opening of the
     Casino and before the first  anniversary of the Opening Date, xxxx xxxxxxx;
     provided  that if Tollgate's  percentage  interest in the Company is, as of
     the date of exercise of the option, reduced pursuant to Section 3.3(b), the
     exercise  price  shall equal xxxx  xxxxxxx  multiplied  by a fraction,  the
     numerator of which is Tollgate's  percentage  interest in the Company as of
     the date of exercise, and the denominator of which is 35%.

          (iii) If the option is exercised  after the first  anniversary  of the
     Opening Date and before the  expiration  of the option,  an amount equal to
     xxxx xxx xxxxx the Casino's  trailing  twelve (12) months  EBITDA as of the
     month-end  preceding the date of exercise plus the Company's cash and minus
     Company  debt and  accrued  interest  in each  case  outstanding  as of the
     month-end  preceding  the date of exercise,  as set forth in the  statement
     certified by the Manager,  multiplied  by the  percentage  that  Tollgate's
     Units in the Company  bear to the total number of Units  outstanding  as of
     the date of exercise.

     (c) Closing of Century's  purchase of  Tollgate's  Units shall occur within
thirty (30) days of Century's  exercise of the option. At the closing,  Tollgate
shall  deliver to Century  such  certificates  and other  transfer  documents as
Century may  reasonably  request to evidence the transfer,  and a release of all
claims against Century and the Company.

     Section 8.4  Right of Approval.
                  ------------------

     (a) If at any time or times (other than in the case of an assignment  which
is expressly  permitted  under the second  sentence of Section 8.1(a)) after the
expiration  of the option in Section 8.3  Tollgate  desires to sell or otherwise
dispose of all or any portion of its Units,  Tollgate  shall  deliver a Purchase
Offer (as herein defined) to the Company and Century

                                       23
<PAGE>

(the  "Offerees").  A "Purchase Offer" is a bona fide offer from a non-Affiliate
to purchase all or a specific  number of the Units held by Tollgate  that (i) is
in writing,  (ii) sets forth a purchase price all in cash, payable at closing or
over a fixed  period of time,  (iii) is not  conditional  on or coupled with any
other transaction,  (iv) includes any other material terms and conditions of the
offer, (v) provides a statement of the proposed purchaser's financial ability to
consummate the purchase, and (vi) provides a statement of any interests that may
affect the purchaser's ability to be licensed by gaming authorities.

     (b) For a 60-day period  following the receipt of the Purchase Offer by the
Company and Century (the "Offer Period"), the Company and Century shall have the
right,  in their sole  discretion  to consent to or  withhold  consent  from the
Purchase  Offer. If the Company and Century  withhold  consent from the Purchase
Offer within such 60-day  period,  the sale shall not occur.  If the Company and
Century do not  withhold  consent  from the  Purchase  Offer  within such 60-day
period,  Tollgate may complete the sale of the Units to the Person(s)  stated in
the  Purchase  Offer for the price and on the terms  specified  in the  Purchase
Offer within 30 days after the  expiration  of such 60-day  period or, if later,
upon approval by the gaming authorities.

     (c) If Century in its sole discretion  elects to participate in the sale of
the Units and the  purchaser is willing to purchase all of the Units held by the
Members,  all of the Members shall sell their Units to the purchaser on the same
per Unit terms and conditions as are set forth in the Purchase Offer.

     Section 8.5  Co-Sale Rights and Obligations.
                  -------------------------------

     (a) If Century  receives a bona fide offer from a third  party to  purchase
Units and Century makes a  determination  to sell its Units in  accordance  with
such offer (an "Approved  Sale"),  then Century shall deliver  written notice of
such sale to the other Members ("Sale Notice"),  which notice shall identify the
purchaser,  the per Unit consideration to be paid by the purchaser and any other
significant terms of the purchaser's offer.

     (b) At  Century's  sole  option,  Century  may cause the other  Members  to
participate in an Approved Sale by delivering a written notice of  participation
with the Sale Notice to the other  Members in which case the other Members shall
receive  (in  connection  with the  closing of the  purchase)  the same per Unit
consideration as Century. Provided that the purchaser is willing to purchase all
of the Units held by the Members, the Members shall fully cooperate with Century
in  connection  with such  Approved  Sale and shall take all actions  reasonably
requested by Century (including  executing and delivering a purchase  agreement,
on terms similar to those by which Century will be bound, with the purchaser) in
connection with such Approved Sale.

     (c) If Century does not deliver the Notice of  Participation  with the Sale
Notice as contemplated by Section 8.5(b), the Members may elect, within ten (10)
days of  receipt  of the Sale  Notice,  to  participate  in the  Approved  Sale.
Provided  that the purchaser is willing to purchase all of the Units held by the
Members,  the Members shall fully cooperate with Century in connection with such
Approved Sale and shall take all actions reasonably requested by


                                       24
<PAGE>

Century  (including  executing  and  delivering a purchase  agreement,  on terms
similar  to  those by which  Century  will be  bound,  with  the  purchaser)  in
connection with such Approved Sale.

     Section 8.6 Purchase on Gaming  Disqualification.  If any Member becomes or
is  notified  by  gaming  authorities  that it is or may  become a  Disqualified
Holder,  such Member  shall  immediately  take such  actions  including  without
limitation  resignation of officers,  directors or employees  giving rise to the
disqualification  or sale or  transfer of its Units to cease being or becoming a
Disqualified  Holder.  Each Member shall  promptly  provide the Manager with any
information  (written or oral) it receives regarding its potentially  becoming a
Disqualified  Holder.  If such Member is unable to timely undertake such actions
necessary  or  appropriate  for it to no longer  be  treated  as a  Disqualified
Holder,  the  Company or, at the  Manager's  option the other  Member(s),  shall
purchase the  Disqualified  Holder's Units.  Unless  otherwise  specified by the
gaming  authorities,  the purchase  price for such Units shall be at a price per
Unit  equal to fifty  percent  (50%) of the  price  per Unit  determined  by the
Manager in good faith as the Fair Market  Value of such Units or, if the Manager
is the Disqualified  Holder, the price per Unit of the last sale of Units by the
Company.  If the Members make such  purchase,  they shall  purchase the Units in
proportion to their ownership of Units; provided that the Members may agree to a
different  allocation,  and if one or more  Members  do not  elect to make  such
purchase the other  Members may,  but shall not be required  to,  purchase  such
unallocated  Units in  proportion to their  respective  ownership of Units or as
they otherwise may agree. Closing of the purchase shall occur not later than the
date  required by the gaming  authorities  but in any event within 30 days after
notice from the Manager to the Disqualified  Holder.  Unless otherwise specified
by the gaming authorities,  payment of the purchase price for the Units shall be
in the form of an unsecured  promissory note bearing  interest at the prime rate
as  reported  by The Wall  Street  Journal as of the date of  purchase  adjusted
annually  as of  December  31 of each  year,  payable  annually  in  five  equal
installments  of  principal,  plus  accrued  interest to the payment  date.  For
purpose of this Section 8.6, a "Disqualified Holder" shall mean any Member whose
holding of Units, either individually or when taken together with the holding of
Units by any other holders,  may result in the loss of, or the failure to secure
a gaming  license or the  reinstatement  of, any gaming  license from the gaming
authorities  held by the Company or any  Affiliate to conduct any portion of the
business of the Company.

                                   ARTICLE IX
                              ADDITIONAL AGREEMENTS

     Section 9.1  Conversion.
                  -----------

     (a) With the  consent  of a  Required  Interest  and,  provided  it has not
breached  its  material  obligations  hereunder  at the  time  such  consent  is
required,  Tollgate  (which  consent  shall  not  be  unreasonably  withheld  or
delayed),  the Manager may cause the Company to be  converted  to a  corporation
taxable as such for federal  income tax purposes.  The conversion of the Company
may be accomplished by any means available under  applicable law,  including (i)
by filing a Certificate  of  Conversion  in  accordance  with Section 265 of the
Delaware  General  Corporation Law, (ii) a merger of the Company with and into a
corporation formed for the

                                       25
<PAGE>

purpose of such merger,  or (iii) any other means determined  appropriate by the
Manager in consultation with the Company's legal and accounting advisors.

     (b) The capital  structure of the corporation and the equity  securities to
be  issued by the  corporation  in  connection  with  such  conversion  shall be
consistent  with the  capital  structure  and equity  securities  of the Company
immediately  prior  thereto,  with such fair and reasonable  changes  therein as
determined by the Manager.

     (c) The organizational  documents of the corporation shall provide that, to
the extent  practicable under applicable law, (i) the Manager of the Company (or
individuals designated by the Manager) shall be the initial members of the board
of directors of the  corporation  and (ii) the officers of the Company  shall be
appointed  officers of the corporation  having the same (or substantially  same)
titles and duties.

     (d) The  conversion  contemplated  by this  Section  9.1 may be  undertaken
notwithstanding the provisions of Section 2.8.

     (e) The Members hereby agree to take all reasonably  necessary or desirable
actions in  connection  with the  conversion  of the  Company  to a  corporation
pursuant to this Section 9.1 and to sign all instruments or documents reasonably
requested by the Manager in connection therewith.

     (f) The  Members and the Company  hereby  acknowledge  and agree that it is
their intention that their relative contractual rights and obligations contained
in Article VIII hereof shall, to the extent  possible,  continue to apply to the
corporation  resulting  from the  conversion  of the  Company and the Members as
stockholders  of such  corporation.  Each Member hereby agrees,  and the Company
agrees to require, as a condition to any conversion,  that the corporation agree
to  execute  and  deliver  such  agreements,  instruments,  documents  and other
writings as may be  necessary or  desirable  to carry out the  intention  stated
herein.

                                    ARTICLE X
                       DISSOLUTION AND WINDING UP AFFAIRS

     Section 10.1 Dissolution.  No act, occurrence,  event or circumstance shall
cause or result in the dissolution of the Company, except that the Company shall
dissolve upon the occurrence of any one or more of the following events:

     (a) the entry of a decree of judicial dissolution;

     (b) the sale of all or  substantially  all of the  assets  of the  Company;
provided,  however,  that  if the  Company  receives  any  deferred  or  noncash
consideration  or has any continuing  obligations in conjunction with such sale,
the Company shall not be dissolved  hereunder until the Manager  determines that
the continued existence of the Company is no longer necessary to collect or hold
such  deferred  or  noncash  consideration  or to  satisfy  any such  continuing
obligations; or

                                       26
<PAGE>

     (c) the approval by a Required Interest of the dissolution of the Company.

     Section 10.2 Winding Up. Upon dissolution of the Company, the Manager shall
proceed to wind up the  affairs of the Company and to  liquidate  the  remaining
assets of the Company. The person or persons actually conducting such winding up
and liquidation, whether the Manager or a liquidator appointed by the Members if
the Company  has no Manager at such time,  shall  hereinafter  be referred to in
this Agreement as the "Liquidating  Trustee." The Liquidating Trustee shall have
and may exercise, without further authorization or consent of any of the parties
hereto,  all of the powers  conferred  upon the Manager  under the terms of this
Agreement (but subject to all of the  applicable  limitations,  contractual  and
otherwise,  upon the exercise  thereof) to the extent  necessary or desirable in
the good faith judgment of the  Liquidating  Trustee to carry out the duties and
functions of the Liquidating  Trustee hereunder  (including the establishment of
reserves for  liabilities  that are  contingent  or uncertain in amount) for and
during  such  period of time as shall be  reasonably  required in the good faith
judgment of the  Liquidating  Trustee to complete the winding up and liquidation
of the Company as provided for herein.  Upon complete  liquidation of the assets
and  compliance  with the  distribution  plan set  forth in  Section  10.3,  the
existence of Company  shall cease and the  Liquidating  Trustee  shall  execute,
acknowledge and cause to be filed all  certificates  evidencing  dissolution and
termination of the Company.

     Section 10.3   Distributions upon Dissolution.
                    -------------------------------

     (a) The Liquidating Trustee shall cause a full accounting of the assets and
liabilities  of the  Company  to be taken  and  shall  cause  the  assets  to be
liquidated  and the  business  of the  Company  to be  wound up as  promptly  as
possible.  To the extent  permitted by the Act, the proceeds of such liquidation
shall be applied in the following order of priority:

          (i) first,  to creditors in satisfaction of liabilities of the Company
     (whether  by payment or by making of  reasonable  provision  for  payment),
     including Member Loans; and

          (ii)  thereafter,  to the holders of the Units in  proportion to their
     positive Capital Account balances.

     (b) If upon  termination  and  liquidation of the Company,  the Liquidating
Trustee determines that (i) an immediate sale of part or all of the assets would
cause undue loss to the Members and (ii) the assets would be readily susceptible
to division for  distribution in kind to the Members,  then, to that extent (but
subject to the order of priorities in Section 10.3(a)),  the Liquidating Trustee
may  distribute  such assets to the Members in kind subject to the conditions of
Section 5.3(a).

     Section 10.4 Orderly  Liquidation.  A reasonable  time shall be allowed for
the  orderly  liquidation  of the assets of the  Company  and the  discharge  of
liabilities so as to minimize the losses normally attendant upon a liquidation.

                                       27
<PAGE>

     Section  10.5 Claims of Members.  The  Members and  Unitholders  shall look
solely to the Company's assets for the return of their Capital Contributions and
if the assets of the Company remaining after payment of or due provision for all
debts,  liabilities  and  obligations of the Company are  insufficient to return
such Capital  Contributions,  the Members and Unitholders shall have no recourse
against any other Member or Unitholder.

                                   ARTICLE XI
                             ACCOUNTING AND REPORTS

     Section 11.1  Books and Records.
                   ------------------

     (a) The Manager shall cause to be performed all general and  administrative
services on behalf of the Company and shall  assure that the  following  records
are kept at the office  specified in Section 2.4: (i) true and full  information
regarding  the status of the  business and  financial  condition of the Company;
(ii) promptly after becoming available,  copies of the Company's Federal,  state
and local income tax returns and reports for each Fiscal  Year;  (iii) a current
list of the name and last known  business,  residence or mailing address of each
Member and Manager;  (iv) a copy of the  Certificate  and this Agreement and all
amendments thereto and/or restatements thereof, together with executed copies of
any  written  powers  of  attorney  pursuant  to  which  this  Agreement  or the
Certificate  and all amendments  thereto have been  executed;  (v) true and full
information  regarding the amount of cash and a description and statement of Net
Agreed Value of any other  property or services  contributed  by each Member and
which each Member has agreed to contribute in the future,  and the date on which
each  became a Member;  (vi)  other  information  regarding  the  affairs of the
Company  as is just  and  reasonable;  (vii)  minutes  of every  meeting  of the
Members;  (viii) any written  consents or resolutions  obtained from Members for
actions taken by Members  without a meeting;  and (ix) all other books,  records
and  information  required  under the Act.  The books and records of the Company
shall be maintained on a cash or accrual basis as determined by the Manager.

     (b) Each Member shall have the right, subject to the Member's demonstration
(to the reasonable  satisfaction of the Manager) of a purpose reasonably related
to the Member's  interest as a Member of the Company,  upon written  demand,  at
reasonable  times during usual business  hours, to inspect and examine the books
and records maintained pursuant to clauses (i) through (vii) of Section 11.1(a).
Such right may be exercised through any agent or employee of a Member designated
in writing by it or by an independent  certified  public  accountant,  engineer,
attorney or other consultant so designated.  The Member making the request shall
bear all expenses incurred in any inspection,  audit or examination made at such
Member's request.

     (c) The  accountants  for  the  Company  (the  "Accountants")  shall  be an
independent  accounting  firm  as may be  determined  from  time  to time by the
Manager  and may be the  same  accounting  firm as is  used by  Century  and its
Affiliates.  The books of account and records of the Company shall be audited as
of the end of each Fiscal Year by the Accountants.

     Section 11.2  Tax Return; Tax Elections.
                   --------------------------

                                       28
<PAGE>

     (a) The Manager shall cause to be prepared all tax returns and  statements,
if  any,  which  must  be  filed  on  behalf  of the  Company  with  any  taxing
governmental authority. Not less than 30 days prior to the date (as extended) on
which the Company  intends to file its federal income tax return or state income
tax return but in any event no later than  August 1 of each year,  the return to
be filed by the Company  shall be  furnished to each Member  together  with such
additional  information  as may be  required  by the  Members  in order  for the
Members  to  filed  their  individual  tax  returns   reflecting  the  Company's
operations.  Not more than 10 days after the date on which the Company's federal
and state tax  returns  are filed a copy of such  return so filed by the Company
shall be furnished to each Member.

     (b) The  Manager  shall make all tax  elections  on behalf of the  Company;
provided,  however,  that if a distribution of Company  property as described in
Section  734 of the Code  occurs or if a  transfer  of Units in the  Company  as
described  in Section 743  occurs,  on the  written  request of any Member,  the
Company shall make an election pursuant to Section 754 of the Code to adjust the
basis of Company properties.

     Section 11.3 Tax Matters Partner.  The Manager is hereby  designated as the
"tax  matters  partner"  for  purposes  of Section  6231(a)(7)  of the Code with
respect to all  taxable  years of the  Company.  The "tax  matters  partner"  is
authorized to (i) employ the Accountants and such attorneys and agents as it, in
its sole discretion, deems necessary or appropriate,  (ii) represent the Company
and its Members before taxing authorities or courts of competent jurisdiction in
tax matters  affecting the Company or its Members,  (iii) to the extent provided
in Sections 6221 through 6231 of the Code, execute agreements or other documents
that bind,  or  otherwise  affect the rights of, the Company or its Members with
respect  to  tax  matters,  and  (iv)  execute  extensions  of  the  statute  of
limitations for the Company or powers of attorney binding upon the Company.  The
"tax matters  partner"  shall not be liable to the Company or any Member for any
action it takes or fails to take as "tax  matters  partner"  with respect to any
administrative or judicial proceeding involving  "partnership items" (as defined
in Section  6231 of the Code) of the  Company,  except for actions or  omissions
attributable to the gross  negligence or willful  misconduct of the "tax matters
partner."

  Section 11.4  Financial Information. The Company shall furnish to each Member:
                ---------------------

     (a) within one hundred  twenty (120) days after the end of each fiscal year
of the Company, a balance sheet of the Company as of the end of such fiscal year
and the related  statements  of income,  members'  equity and cash flows for the
fiscal year then ended, unaudited but prepared in accordance with GAAP; and

     (b)  within  forty-five  (45) days  after the end of each  quarter  in each
fiscal year (other than the last quarter in each fiscal year) a balance sheet of
the Company  and the  related  statements  of income,  members'  equity and cash
flows,  unaudited  but  prepared in  accordance  with GAAP (except for notes and
normal year-end adjustments).

                                       29
<PAGE>

                                   ARTICLE XII
                   LIABILITY, EXCULPATION AND INDEMNIFICATION

     Section 12.1  Liability.
                   ----------

     (a) Except as  otherwise  provided by the Act, the debts,  obligations  and
liabilities  of the Company,  whether  arising in contract,  tort or  otherwise,
shall be solely the debts,  obligations and  liabilities of the Company,  and no
Covered Person shall be obligated  personally  for any such debt,  obligation or
liability of the Company solely by reason of being a Covered Person.

     (b) Except as otherwise  expressly  required by  Applicable  Law, no Member
shall have any  liability  for the debts,  liabilities  and  obligations  of the
Company in excess of (a) the amount of its Capital Contributions,  (b) its share
of any assets and  undistributed  profits of the Company,  (c) its obligation to
make other payments expressly provided for in this Agreement, and (d) the amount
of any distributions wrongfully distributed to it.

     Section 12.2  Exculpation.
                   ------------

     (a) No Covered  Person shall be liable to the Company or any other  Covered
Person  for any loss,  damage or claim  incurred  by reason of any  mistakes  of
judgment or any act or omission  performed or omitted by such Covered  Person in
good faith on behalf of the  Company  and in manner  reasonably  believed  to be
within  the  scope  of  authority  conferred  on  such  Covered  Person  by this
Agreement,  except  that a Covered  Person  shall be liable  for any such  loss,
damage or claim incurred by reason of a final, non-appealable judgment that such
Covered Person  committed  fraud,  gross  negligence or willful  misconduct with
respect to the Company.

     (b) A Covered Person shall be fully protected in relying in good faith upon
the  records of the  Company  and upon such  information,  opinions,  reports or
statements  presented  to the  Company by any Person as to matters  the  Covered
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information,  opinions, reports or statements as to the value
and amount of the  assets,  liabilities,  profits,  losses,  or any other  facts
pertinent  to the  existence  and amount of assets from which  distributions  to
Unitholders might properly be paid.

     Section 12.3 Duties and Liabilities of Covered Persons. To the extent that,
at law or in equity, a Covered Person has duties  (including  fiduciary  duties)
and liabilities  relating thereto to the Company or to any other Covered Person,
a Covered Person acting under this Agreement  shall not be liable to the Company
or to any other Covered  Person for its good faith reliance on the provisions of
this  Agreement.  The  provisions  of this  Agreement,  to the extent  that they
restrict the duties and liabilities of the Covered Person otherwise  existing at
law or in equity,  are agreed by the parties hereto to replace such other duties
and  liabilities  of such  Covered  Person.  In the  absence of bad faith by the
Covered Person, the resolution, action or term so made, taken or provided by the
Covered Person shall not constitute a breach of this Agreement or any other

                                       30
<PAGE>

agreement contemplated herein or of any duty or obligation of the Covered Person
at law or in equity or otherwise.

     Section 12.4 Indemnification. To the fullest extent permitted by Applicable
Law, a Covered Person shall be entitled to indemnification  from the Company for
any loss,  damage or claim  incurred by such Covered Person by reason of any act
or omission  performed or omitted by such Covered Person in good faith on behalf
of the  Company  and in a manner  reasonably  believed to be within the scope of
authority  conferred on such Covered  Person by this  Agreement,  except that no
Covered  Person  shall be  entitled  to be  indemnified  in respect of any loss,
damage  or  claim  incurred  by  such  Covered  Person  by  reason  of a  final,
non-appealable   judgment  that  such  Covered  Person  committed  fraud,  gross
negligence  or  willful  misconduct  with  respect  to such  acts or  omissions;
provided,  however, that any indemnity under this Section 12.4 shall be provided
out of and to the extent of Company  assets only,  and no  Unitholder or Manager
shall have any personal liability on account thereof. The Company may, from time
to time,  enter  into  separate  indemnity  agreements  with any of the  Covered
Persons or certain other parties.

     Section 12.5 Expenses.  To the fullest extent  permitted by Applicable Law,
expenses  (including  legal fees)  incurred by a Covered Person in defending any
claim, demand,  action, suit or proceeding shall, from time to time, be advanced
by the Company prior to the final  disposition  of such claim,  demand,  action,
suit or proceeding upon receipt by the Company of an undertaking by or on behalf
of the Covered  Person to repay such amount if it shall be  determined  that the
Covered  Person is not entitled to be  indemnified as authorized in Section 12.4
hereof.

     Section 12.6 Insurance. The Company may purchase and maintain insurance, to
the extent and in such amounts as the Manager shall deem  reasonable,  on behalf
of Covered  Persons  and such  other  Persons as the  Manager  shall  determine,
against  any  liability  that may be asserted  against or  expenses  that may be
incurred by any such Person in connection  with the activities of the Company or
such  indemnities,  regardless  of whether the  Company  would have the power to
indemnify  such Person  against  such  liability  under the  provisions  of this
Agreement.  The Company may enter into indemnity  contracts with Covered Persons
and adopt written  procedures  pursuant to which  arrangements  are made for the
advancement of expenses and the funding of obligations under Section 12.5 hereof
and  containing  such  other  procedures   regarding   indemnification   as  are
appropriate.

     Section 12.7 Outstanding  Businesses.  Any Member, Manager or any Affiliate
thereof may engage in or possess an interest in other  business  ventures of any
nature or description,  independently  or with others,  similar or dissimilar to
the  business  of the  Company,  and the Company  and the  Members,  Manager and
officers of the Company shall have no rights by virtue of this  Agreement in and
to such independent ventures or the income or profits derived therefrom, and the
pursuit  of any such  venture,  even if  competitive  with the  business  of the
Company,  shall not be deemed  wrongful or improper.  No Member,  Manager or any
Affiliate  thereof  shall be  obligated  to present  any  particular  investment
opportunity to the Company even if such  opportunity is of a character  that, if
presented to the Company, could be taken by the Company, and any Member, Manager
or any Affiliate thereof shall have the right to take for its


                                       31
<PAGE>

own account (individually or as a partner, shareholder,  fiduciary or otherwise)
or to recommend to others any such particular investment opportunity.

                                  ARTICLE XIII
                           CONFIDENTIALITY AND NON-USE

     Section 13.1 Restrictions on Disclosure.  Each of the Members covenants and
agrees for itself and its  respective  Affiliates  and its and their  respective
successors  and assigns that it shall not,  unless  authorized in writing by the
Manager,  disclose to any Person and shall hold in the  strictest of  confidence
any confidential or proprietary information,  whether of a technical, financial,
commercial or other nature,  received directly or indirectly from the Company or
any other Member, except:

     (a)   to  the   officers,   directors,   partners   (and   the   authorized
representatives of any such partner),  employees,  attorneys,  accountants,  and
other  professionals  of such Member to whom, and only to the extent that,  such
disclosure  is  necessary  in  furtherance  of the  purposes of this  Agreement;
provided,  however,  that the disclosing party shall be responsible for ensuring
that such Persons comply with the  confidentiality  and non-use  undertakings in
this  Article  XIII  and  shall  take  reasonable  precautions  to  ensure  such
compliance  whether by  agreement,  establishment  of internal  regulations,  or
otherwise;

     (b) to the extent required by Applicable Law; and

     (c) to the  extent  that  the  disclosing  party  can  establish  that  the
information:  (A) was generally  available in the public  domain,  provided such
availability  was not the  result  of a  violation  of this  Agreement;  (B) was
lawfully obtained from a source under no obligation of confidentiality, directly
or indirectly,  to the Member opposing the disclosure;  (C) was disclosed to the
general public with the written  approval of the Member opposing the disclosure;
(D) was in the files,  records or knowledge of the Member  proposing  disclosure
immediately prior to the initial disclosure to such Member by the Company or any
other  Member;  or (E)  is  developed  independently  by  the  Member  proposing
disclosure.

     Section 13.2  Restrictions on Use. Each of the Members covenants and agrees
for itself and its respective Affiliates and its and their respective successors
and assigns that it shall not use any  proprietary or  confidential  information
received from the Company or the other  Members,  except for the business of the
Company or as specifically  provided in this Agreement or as otherwise expressly
authorized in writing by the Manager.

     Section  13.3  Violations.  The  Members  agree that any  violation  of the
obligations of  confidentiality  and non-use set forth herein would be likely to
be highly  injurious  to the  Company.  The Members  consent and agree that if a
Member violates any of the provisions of this Article XIII, the Company shall be
entitled,  in  addition  to any other  rights and  remedies  that they may have,
including  money  damages,  to apply to any court of law or equity of  competent
jurisdiction  for specific  performance  and for  injunctive  or other relief in
order to enforce or prevent any continuing violation of the provisions hereof.

                                       32
<PAGE>

                                   ARTICLE XIV
                                  MISCELLANEOUS

     Section  14.1 Title to Company  Property.  All assets shall be deemed to be
owned by the Company as an entity, and no Member,  individually,  shall have any
ownership of such property.

     Section  14.2 Waiver of  Partition  and  Dissolution  Right.  To the extent
permitted by law,  each Member  hereby  waives its right to bring or maintain in
any court an action for partition  pertaining to any assets of the Company or an
action seeking dissolution of the Company.

     Section 14.3  Amendment.
                   ----------

     (a)  Amendments to this  Agreement may be proposed from time to time by the
Manager.  Following  such  proposal,  the Manager  shall submit to the Members a
verbatim statement of any proposed  amendment,  and the Manager shall include in
any such submission a recommendation as to the proposed  amendment.  The Manager
shall seek the written  vote of the Members on the  proposed  amendment or shall
call a meeting to vote  thereon and to transact any other  business  that it may
deem  appropriate.  For  purposes of obtaining a written  vote,  the Manager may
require  response  within a  reasonable  specified  time,  but not less  than 15
business  days,  and failure to respond in such time period  shall  constitute a
vote which is consistent with the  recommendation of the Manager with respect to
the  proposal.  Except as  otherwise  provided  in Section  14.3(b),  a proposed
amendment  shall be  adopted  and be  effective  as an  amendment  hereto  if it
receives the  affirmative  vote of those Members holding a majority of the Units
entitled to vote.

     (b)  Notwithstanding  Section 14.3(a)  hereof,  this Agreement shall not be
amended without the consent of each Person adversely  affected if such amendment
would (i) modify the limited liability of a Member,  (ii) alter a Member's right
to transfer all or any portion of its Units in accordance with the terms of this
Agreement,  (iii) alter the rights of the Members  under Section 3.3, (iv) alter
any  provision  contained in this Section 14.3 (with any such  alteration  being
deemed to adversely  affect each Member),  (v) modify the  provisions of Section
8.3 or Section 8.5, (vi) limit or adversely  affect such Person's voting rights;
or (vii) otherwise  materially and adversely affect the rights or obligations of
a Member;  provided,  however, that the provisions hereof shall not apply in the
case of any effect or  reduction  that  applies  proportionately  to all Members
(except for a  disproportionate  effect  resulting from such Person's failure to
make additional Capital Contributions as contemplated by Section 3.3(b)).

     Section  14.4  Notices.  Any and all notices,  requests,  consents or other
communications  permitted  or  required  to be  given  under  the  terms of this
Agreement  shall be in  writing  and  shall be deemed  received  (a) if given by
electronic   transmission  (as  defined  in  Section  14.15),   upon  electronic
confirmation of receipt if received on a business day and during normal business
hours of the  recipient,  and  otherwise  on the  next  business  day  following
electronic  confirmation  of receipt,  (b) if given by  certified  mail,  return
receipt requested, postage prepaid, three business days after being deposited in
the United States mails and (c) if given by Federal  Express or other  overnight
carrier  service or other means,  when  received or  personally  delivered.  The
mailing

                                       33
<PAGE>

address and facsimile number of each of the parties is as follows, which address
and number may be changed by notice given in the manner provided in this Section
14.4:

              If to the Company:  CC TOLLGATE LLC
                                  [ADDRESS]
                                  Telephone: (___)
                                  Facsimile: (___)
                                  Attention:

     If to the Members,  to the address for each Member  specified on Schedule A
attached hereto.

     Section  14.5  Governing  Law.  THIS  AGREEMENT  SHALL BE GOVERNED  BY, AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE  LAWS OF THE  STATE  OF  DELAWARE  WITHOUT
REFERENCE  TO ANY  CONFLICT OF LAW OR CHOICE OF LAW  PRINCIPLES  OF THE STATE OF
DELAWARE THAT MIGHT APPLY THE LAW OF ANOTHER JURISDICTION OTHER THAN DELAWARE.

     Section  14.6  Waiver of Jury  Trial.  EACH OF THE  PARTIES  HERETO  HEREBY
VOLUNTARILY  AND  IRREVOCABLY  WAIVES  TRIAL  BY JURY  IN ANY  ACTION  OR  OTHER
PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT.

     Section  14.7  Further  Assurances.  Each  Member  shall  from time to time
execute such deeds, assignments,  endorsements,  evidences of transfer and other
instruments  and  documents  and shall give such further  assurances as shall be
necessary to perform its obligations hereunder.

     Section  14.8  Conflicts.  In the event of a direct  conflict  between  the
provisions  of  this  Agreement  and  any  mandatory  provision  of  the  Act or
Applicable  Law, the  applicable  provision of the Act or  Applicable  Law shall
control.

     Section 14.9 Severability.  Every provision of this Agreement is severable.
If any term or provision hereof is held to be illegal,  invalid or unenforceable
for any reason by any duly constituted court, agency or tribunal,  the legality,
validity or enforceability  of the remaining  provisions shall not in any way be
affected or impaired thereby.

     Section 14.10 Waivers.  No waiver of any breach of any of the terms of this
Agreement shall be effective  unless such waiver is in writing and signed by the
Member  against  whom such waiver is claimed.  No waiver of any breach  shall be
deemed to be a waiver of any other or subsequent breach.

     Section 14.11 Creditors.  None of the provisions of this Agreement shall be
for the benefit of or enforceable by the creditors of the Company.

     Section  14.12 Binding  Effect.  This  Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided,

                                       34
<PAGE>

however,  that neither this  Agreement nor any rights  hereunder may be assigned
except as provided herein.

     Section  14.13 Entire  Agreement.  This  Agreement  constitutes  the entire
agreement of the parties with respect to the  transactions  contemplated  hereby
and supersedes all prior agreements or  understandings  among the parties hereto
with respect to the subject matter hereof.

     Section 14.14 Counterparts. This Agreement may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Agreement by signing
any such counterpart.

     Section 14.15 Electronic  Transmissions.  Each of the parties hereto agrees
that (i) any consent or signed document  transmitted by electronic  transmission
shall be treated in all manner and  respects  as an original  written  document,
(ii) any such consent or document  shall be  considered to have the same binding
and legal  effect as an original  document and (iii) at the request of any party
hereto,  any such consent or document shall be re-delivered  or re-executed,  as
appropriate,  by the relevant party or parties in its original form. Each of the
parties further agrees that they will not raise the transmission of a consent or
document by electronic  transmission as a defense in any proceeding or action in
which the  validity of such  consent or document is at issue and hereby  forever
waives such  defense.  For  purposes  of this  Agreement,  the term  "electronic
transmission"  means  any  form of  communication  not  directly  involving  the
physical  transmission  of paper,  that  creates a record that may be  retained,
retrieved  and  reviewed  by a  recipient  thereof,  and  that  may be  directly
reproduced in paper form by such a recipient through an automated process.

     Section  14.16  Counsel  to  Company.  Counsel to the  Company  may also be
counsel to the Manager and or any Member of the Company. The Manager may execute
on behalf of the Company and the  Members any consent to the  representation  of
the  Company  that  counsel  may  request  pursuant  to the  Colorado  Rules  of
Professional  Conduct or similar rules in any other relevant  jurisdiction.  The
Company has selected Faegre & Benson LLP ("Company Counsel") as legal counsel to
the Company.  Each Member acknowledges that Company Counsel currently represents
Century  Casinos,  Inc. and has  represented the interests of the Manager in the
preparation  and  negotiation  of this  Agreement  and that Company  Counsel has
advised  Tollgate to seek  independent  counsel in connection with its review of
this Agreement and its investment in the Company.  Each Member acknowledges that
Company  Counsel  does not  represent  any Member in the  absence of a clear and
explicit  agreement to such effect between the Member and Company  Counsel,  and
that in the absence of any such  agreement  Company  Counsel shall owe no duties
directly to a Member.

                         [Signatures on Following Page]



<PAGE>







     IN WITNESS WHEREOF, the undersigned,  intending to be legally bound hereby,
have  duly  executed  this  Agreement  this  12th day of  October,  2004,  to be
effective as of the date and year first above written.



                  INITIAL MEMBERS:


                  CENTURY CASINOS TOLLGATE INC.

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

                  Printed Name: Peter Hoetzinger






                  CENTRAL CITY VENTURE, LLC

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

                  Printed Name: John Zimpel

                  Title:  Managing Member


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

                  Printed Name: E. Janvier Zimpel

                  Title:  Managing Member



            [Signature Page to Limited Liability Company Agreement]
<PAGE>





                                   Schedule A

   Members, Capital Contributions, Initial Capital Account Balances and Units

Name, Address and Taxpayer                              Initial Capital
Identification Number of Member  Capital Contribution   Account Balance   Units

Century Casinos Tollgate Inc.   Cash of $____________   $_____________    ______
[ADDRESS]
Phone:  (___)______________
Facsimile:  (___)__________
EIN:
------------------------------------------ -------------------------------------

Central City Venture, LLC    Property Valued at $______ $____________     ______
[ADDRESS]
Phone:  (___)____________
Facsimile:  (___)________
EIN:
------------------------------------------ -------------------------------------

<PAGE>