FIFTH AMENDMENT
                                   TO RESTATED
                        EMPLOYEES' EQUITY INCENTIVE PLAN


                              CENTURY CASINOS, INC.


                          Dated as of June 4, 2003





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                                FIFTH AMENDMENT
     TO RESTATED EMPLOYEES' EQUITY INCENTIVE PLAN OF CENTURY CASINOS, INC.


     This Fifth Amendment to the Restated  Employees'  Equity Incentive Plan, of
Century Casinos,  Inc., a Delaware  corporation  (the "Company"),  is made as of
this 4th day of June, 2003, by and among all of the undersigned Directors of the
Company;


                                 R E C I T A L S

     1. On April 29,  1994,  the  Company  adopted  the  Century  Casinos,  Inc.
Employees' Equity Incentive Plan ("the Plan").

     2. On December  1, 1999,  the Company  amended and  restated  the Plan (the
"Restated Plan");

     3. On May 1, 2000,  the  Company  amended the  Restated  Plan by adopting a
First Amendment to the Restated Plan.

     4. On March 12, 2001,  the Company  amended the Restated Plan by adopting a
Second Amendment to the Restated Plan.

     5. On June 1, 2001,  the Company  amended the  Restated  Plan by adopting a
Third Amendment to the Restated Plan.

     6. On March 10, 2003,  the Company  amended the Restated Plan by adopting a
Fourth  Amendment  to the Restated  Plan.

     7. The Company  now desires to further  amend the  Restated  Plan,  by this
Fifth Amendment to the Restated Plan.


     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
contained herein, the Directors agree as follows:

     1. Section 7.2 (k) of the Employees'  Equity  Incentive Plan, shall read in
its entirety, as follows:

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          "7.2 (k) Exchange of Non-Statutory Options for Restricted Stock.

     Subject to the provisions of Section 8 below,  Non-Statutory Options may be
exchanged  for  Restricted  Stock  Awards  by  participants  designated  by  the
Incentive Plan Committee, on the following terms and conditions:

     (i) In the event the  participant  elects  in  writing,  which he or she is
     allowed to do before,  at, or any time after the Exchange Date, to convert,
     in part  or in  full,  his  stock  options  to  RSAs  of the  Company,  the
     participant shall receive one (1) RSA for each one (1) stock option.

     (ii) In the event the  participant  elects in  writing,  which he or she is
     allowed to do before,  at, or any time after the Exchange Date, to convert,
     in part or in full,  his stock  options or RSAs in the Company to RSAs of a
     Subsidiary  of the  Company,  the  participant  can do so on such terms and
     conditions  as  the  Incentive   Plan  Committee  may  from  time  to  time
     establish."


     2. All other provisions of the Restated Plan are hereby ratified, confirmed
and approved, and shall remain unchanged, in full force and effect.


     IN WITNESS WHEREOF,  the Company,  through the ratification and approval of
its  Board of  Directors,  has  caused  this  Fifth  Amendment  to the  Restated
Employees'  Equity  Incentive Plan to be duly  executed,  all as of the date and
year first above written.


INCENTIVE PLAN COMMITTEE                                   CENTURY CASINOS, INC.
CENTURY CASINOS, INC.

/s/ Erwin Haitzmann                                    /s/ Erwin Haitzmann
------------------------                               -------------------------
Erwin Haitzmann                                        Erwin Haitzmann

/s/ Peter Hoetzinger                                   /s/ Peter Hoetzinger
------------------------                               -------------------------
Peter Hoetzinger                                       Peter Hoetzinger


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/s/ Dinah Corbaci                                      /s/ Dinah Corbaci
------------------------                               -------------------------
Dinah Corbaci                                          Dinah Corbaci

/s/ Gottfried Schellmann                               /s/ Gottfried Schellmann
-----------------------                               -------------------------
Gottfried Schellmann                                   Gottfried Schellmann

                                                       /s/ Robert S. Eichberg
                                                       -------------------------
                                                       Robert S. Eichberg


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