CASINO SERVICES AGREEMENT
                            -------------------------


     THIS CASINO SERVICES AGREEMENT (the "Agreement"),  is made and entered into
as of the 12th day of October  2004,  by and between CC Tollgate LLC, a Delaware
limited liability company ("Owner") and Century Resorts International Limited, a
Mauritian corporation ("Manager").

                                   WITNESSETH

     WHEREAS, Owner shall use its best efforts to obtain all necessary approvals
from  the   relevant   authorities   in   Colorado  to  develop  and  operate  a
gaming/hotel/entertainment  facility to be situated in Central  City,  Colorado,
USA (the "Casino"); and

     WHEREAS,  this Agreement shall become effective once Owner has successfully
secured the license  necessary  to develop and operate the Casino as outlined in
the above Whereas paragraph; and

     WHEREAS, Owner desires to engage Manager to provide the expertise necessary
to manage the Casino and Manager is willing to provide  such  services on behalf
of and for the account of Owner on the terms and conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

                            I. APPOINTMENT OF MANAGER

     1.1 Owner hereby appoints,  hires and employs Manager, as Owner's exclusive
agent,  to provide  expertise for the  management of the Casino on behalf of and
for the  account of Owner  during  the term of this  Agreement.  Manager  hereby
accepts such  appointment upon and subject to the terms,  conditions,  covenants
and provisions set forth herein.  Manager agrees to act in compliance  with this
Agreement and in broad conformity with the applicable Annual Operating Plan.

     1.2 Owner hereby agrees that, subject to the limitations  described herein,
Manager  shall have  uninterrupted  control in  providing  its  services for the
management of the Casino during the term of this Agreement, free of molestation,
eviction or disturbance by Owner or any third party through or under Owner.

                              II. TERM OF AGREEMENT

     2.1 Unless sooner terminated  pursuant to the provisions of this Agreement,
the initial term of this  Agreement  shall be deemed to have commenced as of the
Effective  Date and shall  expire on the  twentieth  (20th)  anniversary  of the
opening  date  of the  Casino.  Manager  shall  have  the  right,  in  its  sole
discretion, to extend the term of this Agreement for additional twenty (20) year
terms on the same terms and conditions.

     2.2  This  Agreement  shall  terminate  upon the  occurrence  of any of the
following  events:  (i) the  expiration  of the  term  of  Agreement;  (ii)  the
agreement  by both  parties in writing to terminate  this  Agreement;  (iii) the
exercise of any termination  right expressly  granted to either Owner or Manager
in this Agreement;  (iv) the revocation or suspension, or termination of Owner's
Gaming  License  for a period  of more than one (1) year or the non  renewal  of
Owner's Gaming License.

                                      -1-
<PAGE>

     2.3 All sums owed by either  party to the other  shall be paid  immediately
upon  termination  of this  Agreement.  In the event of any  termination of this
Agreement, Owner shall,  notwithstanding such termination,  be liable to Manager
for the fees earned in conformity with this Agreement prior to such  termination
as follows:  (i) any unpaid  accrued  portion of the service fee  (including any
unpaid accrued interest  thereon),  if any, plus (ii) all reimbursable  costs to
Manager which were properly incurred prior to termination in connection with the
performance of Manager's  obligations in conformity with this Agreement.  If the
termination of this Agreement is a consequence of Owner's  Default,  Owner shall
also be liable to Manager for all reasonable costs  (including,  but not limited
to, severance pay or settlements and moving expenses of Manager's employees,  if
any,  and any  attorney's  fees,  expenses,  and  losses  as the  result of such
severance) incurred as a direct result of Owner's Default. If the termination of
this Agreement is a consequence of Manager's Default, Manager shall not have the
right to collect  any  amounts  due  Manager  under this  section  from the Bank
Accounts.  In such event,  Owner shall pay Manager within five (5) business days
of the date of termination the amounts owed Manager described in clauses (i) and
(ii)  above  through  the date of  termination.  Notwithstanding  the  preceding
sentence,  if Owner shall have properly  instituted a legal  proceeding  arising
from  Manager's  Default,  Owner  shall  have the right to place in escrow  that
portion of the amount due Manager  under  clauses (i) and (ii) which is equal to
the actual damages or expenses sought in such proceeding by Owner as a result of
Manager's  Default,  pending the release of such funds to the appropriate  party
upon (i) the entry of any final  non-appealable  award of damages or expenses to
Owner,  or (ii) any  final  non-appealable  decision  by the  relevant  court or
arbitrator in favor of Manager.

                           III. SERVICE FEE, EXPENSES

     3.1 During the Term of this  Agreement,  Manager  shall be paid the service
fee set forth herein. Failure to pay the service fee in accordance with the time
periods set forth in this Agreement shall constitute a breach of this Agreement.
Starting  with the Opening  Date,  the  service  fee shall be a fixed  amount of
xxxxxxxx xxx xxxxxxx  xxxxx  xxxxxxx xxx xxxxx  xxxxxxxxx  per year,  payable in
twelve equal installments of xxxxxxx xxxxxx xxx xxxxxxxx xxx xxxx xxxxxxxx. This
amount shall be  increased by the Consumer  Price Index on an annual (at the end
of each calendar year) basis.

     3.2 From the Effective Date of this  Agreement  until the Opening Date, the
service  fee shall be a monthly  amount of  xxxxxxx  xxxxxxx  xxx  xxxxxxxx  xxx
xxxxxxx xxx xxxxxx payable from Owner to Manager.

     3.3 The service fee described  above shall be paid from Owner to Manager on
the tenth  (10th) day of each  month,  for the  preceding  month.  Owner  hereby
authorizes  Manager  to pay  itself the  monthly  service  fee due from the Bank
Accounts.  Notwithstanding  the foregoing,  all Operating Expenses shall be paid
directly from the Bank Accounts.


                      IV. FACILITY DEVELOPMENT, PRE-OPENING

     4.1  From  the  Effective  Date of  this  Agreement  until  the  Casino  is
substantially  completed (including the installation of FF&E),  Manager,  either
directly or through one or more of its  Affiliates,  shall provide the technical
and pre-opening services described below:

     (i)  As soon as  practicable  after the Effective  Date of this  Agreement,
          after Owner has demonstrated and represented,  to Manager's reasonable
          satisfaction,  that  the  total  funding  for  the  hotel  and  Casino
          development  is in place,  Manager  shall  present to Owner a proposed
          development plan, including Manager's plan and schedule for developing
          the Casino as well as a  development  and  pre-opening  budget for the
          Casino.  Manager  shall

                                      -2-
<PAGE>

          consult  with  Owner  in  the  preparation  of the  development  plan,
          provided Owner makes its  representatives  readily  available for such
          consultation.

     (ii) Manager will prepare specific  operational and functional criteria for
          the  Casino  for  use by  the  architects  and  the  designers  in the
          preparation of the plans and specifications;

     (iii)Manager   shall  advise  and  consult  with  the   architects  in  the
          development   of   schematic,   preliminary   and  working  plans  and
          specifications  and the designers in the selection and  specifications
          of FF&E;

     (iv) Manager shall review and make  recommendations  to architects  and the
          designers in the selection  and layout of the FF&E in accordance  with
          the FF&E specifications and the plans and specifications.

     (v)  Manager shall implement the marketing portion of the development plan,
          including,  but not limited to,  direct  sales,  media and direct mail
          advertising,  promotion,  publicity and public  relations  designed to
          attract customers to the Casino from and after the opening date.

     (vi) Manager shall,  and shall have the sole authority to,  recruit,  hire,
          provide  orientation to, train,  supervise,  promote and determine the
          compensation  (which  must be within  normal and  reasonable  industry
          standards)  of and  discharge  all  executive and general staff of the
          Casino on  behalf  of Owner,  including  all  Casino  personnel  to be
          utilized  during the period from the  Effective  Date hereto until the
          opening date and beyond in  accordance  with the approved  development
          plan.

     4.2 Owner shall engage and retain,  at Owner's sole cost and expense,  such
architects, engineers,  contractors,  designers and other specialists as Manager
and Owner deem necessary to prepare all plans,  construction drawings,  surveys,
materials, specifications, architectural drawings, elevations, engineering plans
and drawings,  approved plans and all other plans,  studies or reports  required
for the  construction of the Casino and for the purchase and installation of the
FF&E.

     4.3 The FF&E shall (i) bear the name or identifying  characteristic or logo
of the Casino,  where appropriate,  (ii) be of a quality to enable the Casino to
be, and  remain,  competitive  in its  marketplace,  and (iii)  comply  with all
applicable laws, rules and regulations.

     4.4 The Casino shall be opened to the public on a date established by Owner
and Manager ("Estimated  Opening Date") upon satisfaction of the following:  (i)
the architects or contractors  have issued to Owner a certificate of substantial
completion  confirming  that the  Casino  has been  substantially  completed  in
accordance with the plans and specifications,  (ii) the designers have issued to
Owner a certificate of substantial completion confirming that the FF&E have been
substantially  installed therein in accordance with the FF&E  specifications and
the plans and specifications,  (iii) all operating permits  (including,  without
limitation,  a  certificate  of  occupancy or local  equivalent,  gaming/casino,
liquor and restaurant licenses and all permits,  certificates and other licenses
required by any authority)  have been obtained,  (iv) the initial cash needs and
the  working  capital  for the Casino as  determined  by Manager  and the Casino
Bankroll  have been  furnished  by Owner,  (v)  Manager  is  satisfied  that all
operational  systems  have been  adequately  tested on a "dry-run"  basis to the
satisfaction  of  Manager  (and  any  appropriate  governmental  authorities  if
required),  and (vi) all  other  governmental  requirements  necessary  to open,
occupy  and  operate  the  Casino  have been  satisfied.  Manager  shall use all
reasonable  efforts in the  performance  of its duties  under this  Agreement to
assist Owner in achieving the satisfaction of all of the foregoing  requirements
by the Estimated Opening Date.

     4.5 All  costs  and  expenses  properly  incurred  in  connection  with the
technical and pre-opening services of Manager ("Pre-Opening  Expenses") shall be
paid from the Bank  Accounts.  Owner shall  deposit,  in  advance,  such sums in
accordance with the schedule as shall be established by the parties in the


                                      -3-
<PAGE>

development  plan and Owner shall maintain  sufficient  funds therein to pay all
Pre-Opening  Expenses in  accordance  with  monthly  schedules to be prepared by
Manager and submitted to Owner.

                              V. CASINO OPERATIONS
                              --------------------

     5.1 On or before November 15 of each year, Manager shall submit to Owner an
annual  operating plan for the operation of the Casino for the forthcoming  year
(each such annual  operating plan is referred to herein as an "Annual  Operating
Plan"), which shall include an annual marketing plan, annual operating budget by
month  (the  "Annual  Operating  Budget"),  annual  estimate  of  key  operating
statistics,  annual  projection of sources of cash,  and a projection of capital
expenditures.  The Annual  Operating Plan shall include  sufficient  amounts for
maintenance and repairs to keep the Casino in good operating condition.  Manager
will consult with Owner in preparing the Annual  Operating  Plan,  provided that
Owner makes its  representative  readily  available for such  consultations.  If
Owner and  Manager  cannot  agree on certain  portions  of the  proposed  Annual
Operating Plan or an Annual Operating Budget contained  therein,  the undisputed
portions of the proposed Annual  Operating Plan or Annual Operating Budget shall
be deemed to be adopted and approved. With respect to objectionable items in any
proposed Annual Operating Budget, the corresponding item contained in the Annual
Operating  Budget for the  preceding  year shall be  substituted  in lieu of the
disputed portions of the proposed Annual Operating Budget,  excluding,  however,
line items in the previous Annual Operating Budget for extraordinary expenses or
revenues.  In any instance where a portion of an Annual  Operating Budget from a
preceding  year is deemed to be  applicable  to the Annual  Operating  Budget in
effect  until a new Annual  Operating  Budget is fully  approved,  corresponding
items contained in the Annual  Operating  Budget for the preceding year shall be
automatically  adjusted by a percentage  equal to the  percentage  change in the
Consumer Price Index during the preceding year. Tollgate Venture, LLC shall have
the right to provide  input in the  discussions  between Owner and Manager about
the  Annual  Operating  Plan,  and  Owner  shall  consider  such  input  in  its
discussions with Manager.

     5.2 Except as provided  elsewhere  in this  Agreement,  Manager  shall not,
without  Owner's  prior  written  consent,   incur  any  expenses  or  make  any
disbursements  that are either not provided for in an Annual Operating Budget or
are in excess of fifty  percent  (50%) of the amount  approved  for a particular
item in such Annual  Operating  Budget  unless  otherwise  permitted;  provided,
however,  that if a  savings  of up to  $250,000  (two  hundred  fifty  thousand
Dollars) is obtained for a line item,  such amount may be  reallocated  so as to
allow an excess disbursement in an amount up to the amount saved with respect to
another line item.  Any request by Manager to make any  expenditure or incur any
obligation in excess of fifty percent (50%) of an amount set forth in the Annual
Operating  Budget  contained in the  applicable  Annual  Operating Plan or which
falls into any category of expenditures which is required by any law to have the
prior  approval  of  Owner,  shall be  submitted  to Owner  in  writing  with an
explanation of such  expenditure.  Owner shall respond to any request within ten
(10) days after the receipt  thereof.  If Owner fails to respond within such ten
(10) day period, the proposed expenditure shall be deemed approved.

     5.3  Manager  may make,  enter  into and  perform,  in the name of, for the
account  of, on behalf  of,  and at the  expense  of Owner,  any  contracts  and
agreements  provided for under this Agreement and each Annual Operating Plan and
Annual  Operating  Budget,  so  long  as  Manager  has  complied  with  all  the
requirements  of this Agreement  with respect to such contracts and  agreements.
All costs and expenses reasonably incurred by Manager or an Affiliate of Manager
in accordance  with this  Agreement,  the Annual  Operating  Plan and the Annual
Operating  Budget  shall be for and on behalf of Owner and for Owner's  account.
All debts and liabilities  properly  incurred by Manager under this Agreement to
third  parties on behalf of either  Owner or the Casino are and shall remain the
sole obligations of Owner.

     5.4 During the Term of this  Agreement,  Manager  shall  maintain  full and
adequate  books of account and  records  ("Books and  Records")  reflecting  the
results of the operation of the Casino on an


                                      -4-
<PAGE>

accrual basis, all in accordance with generally accepted  accounting  principles
consistently  applied in all material  respects.  The Books and Records shall be
kept separate and distinct from all other  operations  and businesses of Manager
or Affiliates  of Manager.  All such Books and Records shall at all times be the
property of Owner and shall not be removed from the approved location by Manager
without  Owner's  written  approval except as required by general laws. Upon any
termination of this Agreement, all Books and Records shall immediately be turned
over to Owner so as to ensure the orderly  continuance  of the  operation of the
Casino,  but (i) Manager may make and retain copies of all or any portion of the
Books and  Records  needed  for its own record  keeping  and (ii) such Books and
Records  shall  be  available  to  Manager  for a  period  of five  years  after
termination  of this Agreement at all reasonable  times for  inspection,  audit,
examination  and  transcription  of particulars  relating to the period in which
Manager managed the Casino.

     5.5  All  Annual  Operating  Plans  and  Budgets  are  intended  only to be
reasonable estimates based on Manager's best business judgment and Manager shall
not be liable or  responsible  in any way,  shape or form if any of the budgeted
figures are not  attained or there is any variance  between the actual  revenues
and  expenditures  and the amounts set forth in any Annual  Operating  Plans and
Budgets.  Owner acknowledges that Manager has not made any guarantees,  warranty
or  representation  of any nature concerning or related to the amounts of Gaming
Revenue to be generated and Operating Expenses to be incurred from the operation
of the Casino during the term of this Agreement.

     5.6 Manager shall have the discretion and authority to determine  operating
policies  and   procedures,   standards  of  operation,   staffing   levels  and
organization,  win payment  arrangements,  standards of service and maintenance,
pricing,  and other policies affecting the Casino, or the operation thereof,  to
implement all such policies and procedures,  and to perform any act on behalf of
Owner which  Manager  deems  necessary or  desirable in its good faith  business
judgment for the  operation  and  maintenance  of the Casino on behalf,  for the
account and at the expense of Owner.

     5.7 Owner shall  establish one or more bank accounts that are necessary for
the operation of the Casino at various banking  institutions chosen by Owner and
Manager (such  accounts are  hereinafter  collectively  referred to as the "Bank
Accounts").  The accounts shall be in the name of Owner, but, except as provided
in the  following  sentence,  Manager's  designees  shall  be the  only  persons
authorized to draw upon the Bank Accounts.  If Manager has committed an Event of
Default which continues  during the term of any applicable  cure periods,  or if
Manager  has  acted in bad  faith  with  respect  to  Owner's  funds in the Bank
Accounts, then Owner shall have the right to assume control of the Bank Accounts
upon ten (10)  business  days' prior  written  notice to Manager,  whereupon the
signatures  of two (2)  members of Owner shall be required to draw upon the Bank
Accounts.  The Bank Accounts shall be interest bearing accounts if such accounts
are reasonably  available and all interest thereon shall be credited to the Bank
Accounts.  All gross  revenues  received by Manager from the  operations  of the
Casino shall be deposited in the Bank  Accounts and Manager shall pay out of the
Bank  Accounts,  to the  extent of the  funds  therein,  from time to time,  all
Operating  Expenses  and other  amounts  required  by  Manager  to  perform  its
obligations under this Agreement. Owner shall bear the risk of the insolvency of
any financial institution holding such Bank Accounts.

     5.8 Without  limiting the  generality of this section,  in the event that a
condition exists in, on, or about the Casino of a nature reasonably  believed by
Manager to be an emergency, including structural repairs, which Manager believes
requires  immediate  repair to  preserve  and  protect the Casino and assure its
continued  operation  or to  protect  the safety  and  welfare  of the  Casino's
customers,  guests or  employees,  Manager,  on behalf of and at the  expense of
Owner,  shall take all  reasonable  steps and make all  reasonable  expenditures
necessary to repair and correct any such  condition,  whether or not  provisions
have been made in the applicable  budgets for any such  emergency  expenditures.
Expenditures  made by Manager in connection with an emergency shall be paid from
the Bank Accounts. Owner shall replenish funds paid

                                      -5-
<PAGE>

from the Bank Accounts with any insurance  proceeds,  if any,  received by Owner
with respect to such emergency  condition or situation,  and Owner shall replace
any difference between the insurance  proceeds,  if any, and the amount used for
such emergency from the Bank  Accounts.  Manager shall promptly  notify Owner of
any emergency expenditures made pursuant to this section.

                              VI. EVENTS OF DEFAULT
                              ---------------------

     6.1 The  occurrence  of any one or more  of the  events  described  in this
section which is not cured within the time permitted shall  constitute a default
under this  Agreement  (hereinafter  referred to as a "Default"  or an "Event of
Default") as to the party failing in the  performance or effecting the breaching
act.

     a) Manager's  Defaults.  Manager shall have committed a "Manager's Default"
if Manager shall:

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

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

     (iv) fail to  materially  perform  or  materially  comply  with  any of the
          covenants,  agreed terms or  conditions  contained  in this  Agreement
          applicable to Manager (other than monetary  payments) and such failure
          shall  continue  for a period of  forty-five  (45) days after  written
          notice  thereof from Owner to 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.

If the only result of the failure by Manager to act is a monetary  loss to Owner
which is not otherwise capable of being cured by Manager, then Manager shall not
be in Default if Manager  reimburses  Owner for such losses  within  ninety (90)
business days of incurring  such loss or otherwise  protects  Owner against such
loss in a manner reasonably acceptable to Owner.

     b) Owner's  Default.  Owner shall have  committed  an "Owner's  Default" if
Owner shall:

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

     (ii) consent 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)assign for the benefit of its  creditors all or any  substantial  part
          of its  assets,  or the  consent  to the  appointment  of a  receiver,
          liquidator,  custodian  or  trustee  in  bankruptcy  for  all  or  any
          substantial part of its assets;

     (iv) fail to make any  monetary  payment  required  under  this  Agreement,
          including, but not limited to, the management fee or Owner's Advances,
          on or before the due date recited  herein and said  failure  continues
          for  five  (5)  business  days  after  written   notice  from  Manager
          specifying such failure; or

                                      -6-
<PAGE>

     (v)  fail to perform or materially  comply with any of the other covenants,
          agreements, terms or conditions contained in this Agreement applicable
          to Owner (other than  monetary  payments - see above) and such failure
          shall  continue  for a period of  forty-five  (45) days after  written
          notice  thereof from Manager to Owner  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, cure within forty-five (45)
          days,  if Owner 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.

     6.2 Upon the occurrence of a Manager's Default,  Owner shall be entitled to
(i) terminate this Agreement by Owner's written notice of termination to Manager
and such termination  shall be effective  forty-five (45) days after delivery of
such  notice;  or (ii) obtain  specific  performance  of  Manager's  obligations
hereunder and  injunctive  relief.  Upon the  occurrence of an Owner's  Default,
Manager shall be entitled to (a) terminate this  Agreement by Manager's  written
notice  of  termination  to  Owner,  and such  termination  shall  be  effective
forty-five (45) days after delivery of such notice or such time as a new manager
is  appointed,  whichever  is earlier;  or (b) obtain  specific  performance  of
Owner's  obligations  hereunder  and  injunctive  relief.  In  the  event  of  a
termination  of this Agreement  pursuant to clause (a) of this section,  Manager
shall be entitled to accelerated payment of its projected Management Fee for the
sixty (60) month period following the termination  date of this Agreement,  such
projection to be based on the estimated  revenues for the Casino in the Casino's
most recent Annual  Operating  Budget.  The parties hereby agree that the amount
payable as liquidated  damages  described above is a reasonable  estimate of the
amount of damages for  termination of this  Agreement  arising out of such Owner
Default and the  termination of this Agreement and upon payment  thereof Manager
shall have no further rights,  claims or entitlement to damages as a consequence
of such termination.

     6.3 No delay or omission as to the exercise of any right or power  accruing
upon any Event of Default shall impair the  non-defaulting  party's  exercise of
any right or power or shall be  construed to be a waiver of any Event of Default
shall impair the non-defaulting  party's exercise of any right or power or shall
be construed to be a waiver of any Event of Default or acquiescence therein.

                 7. CERTAIN RIGHTS AND RESPONSIBILITIES OF OWNER
                 -----------------------------------------------

     7.1 Owner shall advance to Manager on a timely and prompt basis immediately
available  funds with which to conduct  the affairs of and  maintain  the Casino
(hereafter referred to as "Owner's Advances") as set forth in this Agreement and
as otherwise provided hereunder.

     7.2 Owner shall timely fund to Manager the initial amounts agreed to by the
parties set forth in the development  plan or any revisions  thereof approved by
Owner. In the event that Owner or Manager  anticipates a delay in the opening of
the Casino  beyond the  Estimated  Opening  Date,  each  shall be  obligated  to
immediately  notify  the other in writing  and Owner  shall,  at the  request of
Manager,  at any time and from time to time, deposit with Manager any additional
amounts that are reasonably necessary to pay the additional Pre-Opening Expenses
attributable to the delay, which shall include,  without  limitation,  wages and
other expenses relating to the Casino's personnel already employed.

     7.3 Thirty (30) days prior to the Estimated  Opening Date, Owner shall fund
to Manager the working capital  necessary to commence  operating the Casino,  as
established  by  Manager.  During the term of this  Agreement,  within  five (5)
business  days after receipt of written  notice from  Manager,  Owner shall fund
Owner's  Advances  adequate to insure that the working  capital is sufficient to
support the uninterrupted

                                      -7-
<PAGE>

and  efficient  ongoing  operation  of the Casino.  The written  request for any
additional working capital shall be submitted by Manager to Owner on a quarterly
basis.

     7.4 Manager shall pay from Gaming Revenues the following items on or before
their applicable due date:

     (i)  Operating  Expenses  (including  the  management  fee)  and  emergency
          expenditures, if any; and

     (ii) Payments due on any purchase or other financing  arrangements relating
          to the  FF&E,  and any  other  expenditures  permitted  by any  Annual
          Operating Plan; and

     (iii)Any other taxes,  expenses or fees which Owner is obligated to pay out
          of Gaming  Revenues by  contract  (as long as such  contract  has been
          brought  to the  attention  of  Manager  and Owner has  requested,  in
          writing,  that Manager  shall  provide this service for the account of
          Owner) or under law.

Manager's responsibility to make any of the foregoing payments is subject to and
conditioned  upon Owner making  available funds sufficient to make such payments
from Gaming Revenue or otherwise in the order set forth above.

     7.5 In addition to the initial cash needs, at least fifteen (15) days prior
to the Estimated  Opening Date,  Owner shall provide the initial Casino Bankroll
and shall  maintain such amount  throughout the term of this  Agreement.  If the
Casino  Bankroll  required  to be  provided  by  Owner is not  sufficient  or is
depleted  as a result of losses,  Owner  shall fund the  Casino  Bankroll  in an
amount  sufficient  to carry on the  Casino's  operations  and in a manner which
complies with governmental requirements.

     7.6 Owner and Manager shall cooperate fully with each other during the term
of this  Agreement  to  facilitate  the  performance  by  Manager  of  Manager's
obligations and  responsibilities set forth in this Agreement and to procure and
maintain  all permits.  Owner shall  provide  Manager with all such  information
necessary to the performance by Manager of its  obligations  hereunder as may be
reasonably and specifically requested by Manager from time to time.

                             VIII. INSURANCE, DAMAGE
                             -----------------------

     8.1  Owner  and  Manager  shall  procure  all  insurance  coverages  deemed
necessary and adequate, subject in each case to reasonable deductible amounts as
determined by Owner and Manager. The premiums for all insurance obtained and the
uninsured portion of any loss to which such insurance relates shall be Operating
Expenses.

     8.2 In the event of a Minor  Casualty,  Manager  shall repair any damage or
destruction at Owner's sole cost and expense.  In the event of a Major Casualty,
Owner  shall have the option,  to repair and  restore  the damaged or  destroyed
premises.

                                IX. MISCELLANEOUS

     9.1  All  notices,  demands,  consents,  requests,   approvals,  and  other
communications  required or permitted hereunder shall be in writing and shall be
deemed effective only upon delivery  (whether receipt is accepted or refused) at
the addresses  set forth below (or at such other  addresses as shall be given in
writing by any party to the others in accordance with this section). Notices may
be delivered by hand,  registered or certified mail, electronic mail, or courier
service.

                                      -8-
<PAGE>

         If to Owner:               __________________________
                                    __________________________
                                    __________________________

         with a copy to:            __________________________
                                    __________________________
                                    __________________________

         If to Manager:             __________________________
                                    __________________________
                                    __________________________

         with a copy to:            __________________________
                                    __________________________
                                    __________________________


     9.2 This  Agreement  shall be governed by the laws of  Delaware,  USA.  The
forum for any actions  between  Owner and Manager  will be a court of  competent
jurisdiction in Delaware, USA.

     9.3 This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their  respective  successors and permitted  assigns but will
not be assignable or delegable by any party without the prior written consent of
the other party;  provided,  however, that nothing in this Agreement is intended
to limit Manager's ability to assign its rights or delegate its responsibilities
under this Agreement to any direct or indirect Affiliate of Manager.

     9.4 If any provision  herein shall be held invalid or  unenforceable,  such
provision  shall  not  affect  the  validity  or  enforceability  of  any  other
provisions  hereof, all of which other provisions shall, in such case, remain in
full force and effect.

     9.5 This Agreement constitutes the entire understanding of the parties with
respect to the subject  matter hereof and  supersedes  all other oral or written
agreements  between the parties.  This  Agreement may not be amended,  modified,
altered or waived, in whole or in part, except by a subsequent writing signed by
each  of  the  parties  hereto.  As  long  as  Tollgate  Venture,  LLC  is a 35%
shareholder  in Owner,  Tollgate  Ventury,  LLC's  approval is required  for any
amendment, modification or termination of this Agreement.

     9.6 Except as otherwise set forth elsewhere in this Agreement, both parties
shall  maintain  confidentiality  with respect to material  developments  in the
course of the development and operation of the Casino. Except as required by any
general law (including,  without  limitation,  federal  securities  exchange and
stock  exchange  or  NASD   requirements)  and  casino   authorities,   material
confidential  information  shall  only be made  available  to such of a  party's
employees  and  consultants  as are required to have access to the same in order
for the recipient party to adequately use such  information for the purposes for
which it was furnished.  Any person to whom such  information is disclosed shall
be informed of its  confidential  nature and shall agree to keep it confidential
as  provided  herein.  Information  provided  by one party to the other shall be
presumed  confidential  unless the information is (i) published or in the public
domain  other  than as a result of any  action by the  recipient  thereof,  (ii)
disclosed to the recipient by a third party, or (iii) presented to the recipient
under  circumstances  which clearly and directly  indicate the delivering  party
does not intend such information to be confidential.

                                      -9-
<PAGE>

     9.7 In the event of litigation of any dispute or controversy  arising from,
in, under or concerning  this  Agreement and any amendments  hereof,  including,
without limiting the generality of the foregoing, any claimed breach hereof, any
suit for accounting,  or action for  dissolution,  the prevailing  party in such
action shall be entitled to recover  from the other party in such  action,  such
sum as the court shall fix as reasonable  attorneys' fees and expenses  incurred
by such prevailing party.

     9.8 No  consent or waiver,  express or  implied,  by any party to or of any
breach or  default  by any other  party in the  performance  by the other of its
obligations  hereunder shall be deemed or construed to be a consent or waiver to
or of any other breach or default in the  performance  by the other party of the
same or any other  obligations of such party  hereunder.  Failure on the part of
any party to  complain  of any act or  failure  to act of the other  party or to
declare  the other  party in  default,  irrespective  of how long  such  failure
continues,  shall  not  constitute  a  waiver  by any such  party of its  rights
hereunder.

     9.9 Manager has the right to remove itself from  (terminate) this Agreement
in case it  reasonably  determines  that any casino  license  currently  held or
applied for by any company within the Century  Casinos group of companies  might
be threatened or put in jeopardy because of this Agreement.

     9.10 Exhibit A ("Definitions") shall be an integral part of this Agreement.

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


FOR CC TOLLGATE LLC:



By:  /s/ Peter Hoetzinger                     By:  /s/ E. Janvier Zimpel
     --------------------                          ---------------------
a duly authorized signatory                    a duly authorized signatory
Print name:  Peter Hoetzinger                  Print name:  E. Janvier Zimpel



FOR CENTURY RESORTS INTERNATIONAL LIMITED:



By:  /s/ Peter Hoetzinger
    ---------------------
a duly authorized signatory
Print name: Peter Hoetzinger


                                      -10-
<PAGE>



                                   DEFINITIONS
                                    EXHIBIT A

Affiliate. The term "Affiliate" shall mean a Person that directly or indirectly,
or through one or more intermediaries,  controls,  is controlled by, or is under
common control with the person in question and any stockholder or partner of any
person referred to in the preceding  clause owning more than fifty percent (50%)
or more of such person.

Casino.  The term "Casino" means the casino,  hotel and entertainment  facility,
including  improvements and fixtures, at the Tollgate and Golden Rose properties
in  Central  City,  Colorado,  consistent  with the  concepts  set  forth in the
development plan and in accordance with the plans and specifications.

Casino  Bankroll.  The term  "Casino  Bankroll"  shall  mean an amount of monies
determined by Manager as necessary to provide  cash-on-hand  monies  required to
operate and maintain the Casino's  operation,  but in no event shall such amount
be less than the amount  required by law. In no event shall the Casino  Bankroll
include  amounts  necessary  to provide for the payment of  Operating  Expenses,
Working  Capital or initial cash needs.  The Casino  Bankroll  shall include the
funds in the separate  accounts in Manager's  name plus any funds located on the
casino tables, in the gambling devices,  cages, vault, counting rooms, or in any
other location in the Casino where funds may be found.

Default Rate. The term "Default Rate" shall be defined at US Prime Rate plus ten
percent (10%).

Effective  Date. The term  "Effective  Date" shall mean the date when both Owner
and Manager have signed this Agreement and their respective  boards of directors
have ratified such signatures.

FF&E.  The term "FF&E" shall mean all  furniture,  furnishings,  equipment,  and
fixtures,  including gaming equipment,  computers,  housekeeping and maintenance
equipment,  necessary or  appropriate  to operate the Casino in conformity  with
this Agreement.

Gaming Revenue.  The term "Gross Gaming Revenue" or "Gaming  Revenue" shall mean
all gaming receipts less all sums paid out as winnings in connection therewith.

Major  Casualty.  The term "Major  Casualty" shall mean any casualty or accident
which results in a damage in excess of fifty percent (50%) of total  replacement
cost of the Casino.

Minor  Casualty.  The term "Minor  Casualty" shall mean any casualty or accident
other than a Major Casualty.

Opening Date. The term "Opening Date" shall mean the first date a revenue-paying
customer  is admitted to the Casino.  The parties  shall  hereafter  confirm the
Estimated  Opening  Date and the Opening  Date in an Addendum to this  Agreement
which shall be attached hereto and made a part hereof.

Operating Expenses.  The term "Operating Expenses" shall mean those necessary or
reasonable operating expenses, including, without limitation, costs of operating
supplies, payroll and benefits, marketing,  administration,  maintenance, energy
and all costs and expenses of licensing Manager's employees,  incurred on behalf
of Owner after the Opening Date in connection  with conducting and operating the
Casino,  computed  on an accrual  basis,  deductible  under  Generally  Accepted
Accounting  Principles in determining  "Operating  Income" (as defined in casino
industry  practice) for purpose of preparing a statement of  operations  for the
Casino; provided, however, Operating Expenses shall not include depreciation or

                                      -11-

<PAGE>

amortization  with respect to the Casino or the F, F&E,  debt service or capital
replacements deposits. Operating Expenses shall include the management fee.

Owner's  Gaming  License.  The term  "Owner's  Gaming  License"  shall  mean all
licenses,  permits,  approvals,  consents and  authorizations  from governmental
authorities that are necessary to develop, open, operate and occupy the Casino.

Working Capital.  The term "Working  Capital" shall mean such amount in the Bank
Accounts as will be sufficient to  reasonably  assure the timely  payment of all
current  liabilities of the Casino and the uninterrupted and efficient operation
of the Casino during the term of this Agreement to permit Manager to perform its
responsibilities  and  obligations   hereunder,   all  as  contemplated  by  the
applicable  Annual  Operating Plan with  reasonable  reserves for  unanticipated
contingencies  and for short term business  fluctuations  resulting from monthly
variations between the Annual Operating Plan and actual operating expenses.