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                               AMENDMENT NO. 1 TO
                         EXECUTIVE EMPLOYMENT AGREEMENT


     This Amendment No. 1 to Executive Employment Agreement is effective as of
January 1, 2000, and is made between Black Hawk Gaming & Development Company,
Inc. (the "Company") and Stephen R. Roark (the "Executive").

     WHEREAS, the Company and the Executive entered into that certain Executive
Employment Agreement effective May 1, 1999 (the "Agreement"); and

     WHEREAS, the parties thereto wish to amend the Agreement in certain
respects.

     NOW, THEREFORE, in consideration of the mutual promises and covenants of
the parties herein and the continuing promises and covenants of the parties in
the Agreement,

     It is agreed as follows:

     1. Section 2.1 of the Agreement is deleted in its entirety and replaced
with the following:

          "SECTION 2.1 BASE SALARY. The Company shall pay to the Executive a
     Base Salary equal to the greater of: (i) $250,000 per year payable in
     accordance with the Company's payroll and withholding policies; or (ii) an
     amount equal to 1.05% of the Company's annual EBITDA up to $50 million;
     provided however, any amounts payable under (ii) shall be accrued but
     payment deferred unless and until the Company is In Ratio. In connection
     with its annual audit each year, the Company shall compute the amount, if
     any, by which the Base Salary in subsection (ii) exceeds the amount in
     subsection (i) above and shall pay any such excess to the Executive on or
     before the next April 15 following the computational year, if the Company
     was In Ratio at the end of such year.

          For purposes of the foregoing, these definitions control:

          "Annual" means the one year period ending on December 31 of each year.

          "Company Debt" means on a consolidated basis the Company's long term
     and current portion (without duplication) of all bank borrowings and
     institutional debt, including capitalized lease obligations, but excluding
     the outstanding balance and accrued interest on The Lodge Casino's Special
     Improvement District Bonds.

          "EBITDA" means the net income of the Company determined in accordance
     with generally accepted accounting principles, consistently applied, for
     any Annual reporting period beginning with the period ended December 31,
     2000, before deductions for interest, taxes, depreciation and amortization
     charges.


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          "In Ratio" means at December 31 of each year that: (i) the ratio of
     EBITDA to interest on Company Debt is at least 2:1; and (ii) the Company is
     in full compliance with the financial ratios under the Wells Fargo Credit
     Agreement dated April 23, 1999 (or any substituted facility)."

     2. Section 2.2 of the Agreement is deleted in its entirety and replaced
with the following:

          "SECTION 2.2 BONUS AND BONUS PLAN PARTICIPATION. The Executive will be
     entitled to an annual bonus for each year ended December 31 during the Term
     in an amount equal to a minimum of 25% and a maximum of 40% of the
     Executive's Base Salary. The amount of the percentage within the foregoing
     range shall be determined in the sole discretion of the Compensation
     Committee of the Company's Board of Directors and shall be based on written
     objectives defined by such Committee."

     3. Section 3.1 of the Agreement is deleted in its entirety and replaced
with the following:

          "SECTION 3.1 TERM. This Agreement shall be for a period of three years
     and eight months commencing on May 1, 1999 and ending on December 31, 2002,
     subject, however, to termination during such period as provided in this
     Article (the "Term")."

     4. Section 3.5 is hereby added to the Agreement.

          "SECTION 3.5 TERMINATION UPON SALE. (a) If during the Term, the
     Company:

                    (i)  is merged into another company;

                    (ii) sells all or substantially all of its assets to another
               company or person;

                    (iii) experiences a change in ownership of 50% or more of
               its outstanding common stock; or

                    (iv) issues shares in excess of 50% of its then outstanding
               common stock to another company or person;

     and the Executive is not offered, by the acquiring company or person,
     an employment position, or not offered an employment position satisfactory
     to him (in his sole discretion), he shall be deemed Terminated Without
     Cause and shall be entitled to a severance payment in an amount equal to
     one year's Base Salary which shall be in addition to amounts payable to the
     Executive under Section 3.3 above.

          (b) The foregoing subsection 3.5(a) shall not apply if the Executive
     is an equity participant in any of the transactions described in subsection
     3.5(a)(i)-(iv) above.




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     5. All other terms and provisions of the Agreement shall remain in full
force and effect.




                                          BLACK HAWK GAMING & DEVELOPMENT
                                          COMPANY, INC.


                                          By: /s/ Jeffrey P. Jacobs
                                             ---------------------------------
                                             Jeffrey P. Jacobs,
                                             Chief Executive Officer

                                          EXECUTIVE


                                             /s/ Stephen R. Roark
                                             ---------------------------------
                                             Stephen R. Roark




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