SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): July 1, 1996



                              CENTURY CASINOS, INC.
             (Exact name of registrant as specified in its charter)



                                    Delaware
                 (State or other jurisdiction of incorporation)
 
           0-22290                                           84-1271317
         (Commission                                     (I.R.S. Employer
         File Number)                                   Identification No.)



                        50 South Steele Street, Suite 755
                             Denver, Colorado 80209
          (Address of principal executive offices, including zip code)


                                 (303) 388-5848
              (Registrant's telephone number, including area code)

<PAGE>

Item 2.  Acquisition or Disposition of Assets

     Acquisition  of  Womack's  Saloon & Gaming  Parlor.  On July 1,  1996,  the
Registrant,  through a wholly-owned  subsidiary,  purchased substantially all of
the assets,  and assumed  substantially  all of the  liabilities,  of Gold Creek
Associates, L.P. ("Gold Creek"), the operator of Womack's Saloon & Gaming Parlor
("Womack's")  in  Cripple  Creek,  Colorado.  Prior  to  the  acquisition,   the
Registrant  and its  affiliates  were  not  affiliated  with  Gold  Creek or its
affiliates.

     The  total  purchase  price  of the  acquisition  was  approximately  $13.5
million,  consisting  of a base cash payment of $5 million plus $320,000 for the
amount of estimated working capital as of the closing date, a promissory note of
$5.2 million  issued to Gold Creek and the  assumption  of existing debt of Gold
Creek of approximately  $3 million.  The working capital portion of the purchase
price  is  subject  to final  determination  60 days  after  the  closing  date.
Additionally,  the agreement  provides that on July 1, 1998, the Registrant will
issue 1,060,000  shares of its common stock,  valued at approximately $2 million
based on recent trading prices, to two principals of Gold Creek who entered into
consulting  contracts with the Registrant at closing. The number of shares to be
issued is subject to upward adjustment,  determined by a formula,  to the extent
that the trading  price of the  Registrant's  common stock is less than $1.58 at
the time of issuance,  and subject to downward adjustment to the extent that the
trading  price  exceeds  $4.00 at the time of issuance.  The purchase  price was
negotiated through arms' length bargaining  between the parties.  In determining
the amount of consideration  that was ultimately  agreed to, the Registrant took
into  account  many  factors,  including  a review of the  historical  operating
results of Womack's,  the growth  potential  of Womack's  and the Cripple  Creek
market, and the long-term  prospects of combining Womack's with the Registrant's
Legends Casino (these two properties  are  contiguous),  including the operating
efficiencies that could be achieved.

     The promissory  note issued to Gold Creek bears interest at 9% and provides
for  monthly  payments  of only  interest  for 18  months;  thereafter,  monthly
principal  payments  of $43,121,  plus  interest  on the unpaid  principal,  are
required, with a final balloon principal payment of $2,328,000 due in July 2003.
The note is secured  by  substantially  all of the  tangible  assets  purchased,
subject to existing encumbrances, and the Registrant is required to meet certain
financial covenants.

     In addition to the  financing  provided  by Gold  Creek,  additional  funds
required to complete the acquisition were raised through private sales of common
stock of the Registrant,  with net proceeds of $4,552,000 from 4,072,233  shares
sold.  In  connection  with  sales of common  stock by a  placement  agent,  the
Registrant  also issued  warrants  to the  placement  agent to purchase  150,000
shares of the Registrant's  common stock at $2.36 per share. The warrants have a
term of five years. In addition,  the Registrant  issued a $500,000  convertible
debenture to a private investor.  The debenture bears interest at 10.5%, payable
quarterly.  The holder has the option to convert the outstanding  principal into
the  Registrant's  common  stock at $1.84 per share,  subject  to a minimum  per
conversion  transaction  of $50,000.  The Registrant has the option to repay the
note,  in whole or in part,  after  the  first  anniversary  date at 132% of the
outstanding  principal.  The prepayment amount declines to 127% after the second
anniversary  date,  122%  after the third  anniversary  date and 116%  after the
fourth anniversary date. The entire unpaid principal is due on May 30, 2001.

     In  a  transaction   coincident   with  the  above   described  Gold  Creek
transaction,  the  Registrant  purchased from an  unaffiliated  third party a 9%
first  mortgage  note  on the  Womack's  casino  property  for  $1,337,500.  The
principal  amount  of the  note,  which  is  included  in  debt  assumed  by the
Registrant  in the  acquisition,  was  $1,248,000 at the date of purchase by the
Registrant.  The premium of  approximately  $89,500  paid by the  Registrant  to
purchase  the note is being  amortized  to expense  ratably  through  1999,  the
remaining term of the note.

                                        2

<PAGE>

         The Registrant  will account for the Gold Creek  acquisition  using the
purchase  method of  accounting,  whereby the total  purchase  price,  including
direct  out-of-pocket costs of the acquisition,  will be allocated to the assets
purchased and  liabilities  assumed based on their  estimated  fair values.  The
excess of the purchase price over the identifiable net assets,  which excess the
Registrant   preliminarily  estimates  will  approximate  $9  million,  will  be
amortized to expense ratably over 15 years.

         Description  of  Assets  and  Properties.  Womack's  consists  of three
contiguous parcels of real property and improvements: Womack's Saloon and Gaming
Parlor,  Diamond  Lil's  and the  Golden  Horseshoe.  Womack's  has a  total  of
approximately  310 slot and video  devices  and four  blackjack  tables.  It has
23,900 square feet of floor space, an 80-seat restaurant, three bars, nine hotel
rooms,  offices, and public areas.  Womack's has 100 feet of frontage on Bennett
Avenue, the main gaming thoroughfare in Cripple Creek, Colorado.  Womack's began
gaming operations in July 1992, and expanded in May 1994 through  acquisition of
the neighboring  Diamond Lil's casino. In July 1995, Womack's acquired its other
neighboring casino and renamed it the "Golden Horseshoe."

         Womack's  Saloon  and  Gaming  Parlor is  located  at 210 East  Bennett
Avenue,  Cripple Creek and the real properties and improvements are owned in fee
simple subject to several encumbrances, including a security interest granted to
Gold Creek.

         The Golden  Horseshoe  consists  of a  leasehold  interest  in the real
property and  improvements  located at 220 East Bennett Avenue.  An unaffiliated
third party,  as fee owner of the  property,  granted  first and second deeds of
trust for the  benefit  of Park  State  Bank  ("Park")  and  Community  Banks of
Colorado Cripple Creek ("Community"),  respectively. The third party then leased
the property to Teller Realty,  Inc.  ("Teller") and granted to Teller an option
to acquire the fee  interest in the  property.  Teller  subsequently  executed a
sublease to the property with Gold Creek,  and granted to Gold Creek a suboption
to purchase the property  through  Teller's  purchase  option.  The Registrant's
wholly-owned   subsidiary  which  purchased  Womack's,  WMCK  Acquisition  Corp.
("WMCK") has executed  separate  subordination,  non-disturbance  and attornment
agreements  with each of Park and  Community,  pursuant to which WMCK has agreed
that its interest in the sublease is subordinate to the liens arising out of the
deeds of trust in the fee estate in favor of Park and Community. In return, Park
and Community  have each agreed (i) not to disturb WMCK's  possessory  rights in
and to the property, and (ii) to honor the sublease and suboption, should either
foreclose on their  respective lien, so long as WMCK is not in default under the
sublease,  and so long as WMCK attorns to Park,  Community or any purchaser at a
foreclosure.  The  sublease,  as assigned to WMCK,  provides for monthly  rental
payments of $16,000,  and expires on June 30, 2005 unless terminated  earlier by
WMCK with 12 months' notice. The suboption may be exercised at the expiration of
the sublease at an exercise price of $1,500,000.  Teller,  the third party, Gold
Creek and WMCK have executed a four-party agreement evidencing the assignment of
the sublease and suboption, as well as the consent to these assignments. None of
the above entities other than WMCK is affiliated with the Registrant.

     Diamond  Lil's  comprises the real  property and  improvements  at 208 East
Bennett  Avenue.  This  property  was leased by Gold Creek from Louie D.  Carleo
d/b/a L.D.C.  Properties  ("Carleo").  Subsequently,  Carleo  executed a deed of
trust on the fee  interest  to secure a  promissory  note  issued to  Community.
Carleo then conveyed the fee interest in the property,  subject to the lease and
the deed of trust, to  T.J.L.Enterprises,  Inc. ("TJL"). Gold Creek conveyed its
interest in the lease to WMCK, and TJL and WMCK have executed a new lease on the
property. WMCK and Community have executed a subordination,  non-disturbance and
attornment  agreement pursuant to which WMCK has agreed that its interest in the
lease is subordinate to Community's lien arising out of the deed of trust in the
fee estate,  and Community has agreed not to disturb WMCK's possessory rights in
and to the property should  Community  foreclose on its lien, so long as WMCK is
not in default under the lease,  and so long as WMCK attorns to Community or any
purchaser  at  foreclosure.  The terms of the final  lease  between TJL and WMCK
provide  for monthly  rental  payments  of  approximately  $14,600 and the lease
expires in 2004. In addition, the lease provides WMCK with an option to purchase
the  property  after one year for  approximately  $2,000,000.  None of the above
entities other than WMCK is affiliated with the Registrant.


                                        3

<PAGE>

         Marketing  Plan.  Due to the size and  customer  traffic  of  Womack's,
management  believes  that, at present,  the Womack's name has a higher level of
brand recognition in Cripple Creek than the Legends Casino. In addition, through
use of a modern  slot  machine  player  tracking  system  along with an expanded
player club,  Womack's has a larger and more  established  client data base. For
these reasons,  the Registrant plans that the combined properties will initially
highlight the Womack's name. After future upgrading of the combined  properties,
the gaming operations may be relaunched under the Legends Casino trade name.

         Management  anticipates that the overall  marketing plan will initially
focus on  extending  the slot  machine  player  tracking  system of  Womack's to
Legends  Casino's slot machines and the new slot machines that are  contemplated
to be  installed.  The player  tracking  system is a  computerized  program that
tracks each  player's  use of gaming  machines,  including  time spent  playing,
machines played and dollar amounts spent while playing.  Management believes the
combination  of the  Womack's  and  Legends  Casino  data bases  should  contain
approximately  40,000 customer  profiles.  All Legends Casino customers added to
the data base will be offered the same benefits as existing  player club members
of Womack's.

         Management has formulated  marketing  concepts to target three areas --
regular  player  development  (increased  play from regular  players),  inactive
player  development  (attracting former and infrequent players back to play) and
new player  development  (attracting  new players).  Marketing  activities  will
generally  consist of direct mailings to regular players and one-on-one  contact
with inactive players through  telemarketing and direct mailing.  The Registrant
will seek to attract new players through conventional retail marketing. Over the
medium and longer term,  the Registrant  intends to expand  marketing to cover a
larger  geographic  area and include the  promotion  of banquet  facilities  and
additional  hotel  rooms,  which are planned as part of the  development  of the
Cripple Creek operations. The Registrant also plans to institute an expanded bus
transportation  program  in  conjunction  with  group  packages  to be  marketed
directly and through travel agencies.

     Development Plan. Management has planned certain  consolidation,  expansion
and capital  improvement  programs in connection with combining the Registrant's
Legends Casino, with Womack's,  which cover three phases. Phase I is expected to
encompass:  (i)  creating  openings in the common  walls in order to open up and
integrate the gaming areas of Legends  Casino and Womack's;  (ii)  expanding the
existing player tracking system of Womack's to include all of the Legends Casino
gaming  devices;  (iii) adding and promoting  gaming  activities on second floor
areas;  (iv) constructing easy and open access to second floor gaming areas; and
(v)  making  general  interior  enhancements.  Phases  II and  III  will  not be
implemented until market demand  demonstrates the need for further expansion and
acceptable  financing can be arranged.  While these phases have been reviewed by
management  and  considerable  effort has been spent  formulating  the  proposed
strategy,  the plans may be changed,  altered  significantly  or  terminated  by
management in its discretion as conditions warrant.  Phase II is contemplated to
involve the  construction  of a hotel and casino to be connected to the combined
casino  operations and/or the acquisition of another gaming operation in Cripple
Creek.  Phase III is contemplated  to involve the further  expansion of a hotel,
expansion  of the combined  casinos and  construction  of a  multilevel  parking
garage.  Phase I is expected  to be  substantially  completed  during the twelve
months ending June 30, 1997.

                                        4

<PAGE>

         Management  believes that an integral  component of  attracting  gaming
patrons in Cripple Creek is adequate, nearby parking spaces. Management believes
that  it has  secured  or  will  be able  to  secure  adequate  parking  for the
contemplated  combined  operations,  including  planned  growth.  Presently  the
Registrant  has  rights  to  the  use of 22  nearby  property  lots,  containing
approximately  242  parking  spaces.  Approximately  88 of the  spaces  are held
pursuant to two month-to-month  leases. Another 44 spaces are held pursuant to a
month-to-month  sublease.  The remaining  110 spaces are presently  subject to a
lease/option  to  purchase  the  property  covering  these 110  spaces,  and the
Registrant  has full use of the lots.  Management  believes that the  Registrant
could  obtain  satisfactory   parking  spaces  if  existing   arrangements  were
terminated or became inadequate.

Item 7.  Financial Statements and Exhibits

         The following financial  statements are filed herewith:  (i) Gold Creek
Associates,  L.P. (a Limited Partnership) Financial Statements as of and for the
Two Years in the  Period  Ended  December  31,  1995 and  Independent  Auditors'
Report;  (ii) Gold Creek  Associates,  L.P.  (a Limited  Partnership)  Unaudited
Balance Sheet as of March 31, 1996,  Unaudited  Income  Statements for the Three
Months Ended March 31, 1996 and 1995, and Unaudited Condensed Statements of Cash
Flows for the Three Months Ended March 31, 1996 and 1995; (iii) Century Casinos,
Inc. Unaudited Pro Forma Combined Balance Sheet as of March 31, 1996,  Unaudited
Pro Forma  Combined  Income  Statement for the three months ended March 31, 1996
and Unaudited Pro Forma  Combined  Income  Statement for the year ended December
31, 1995.

The following exhibits are incorporated herein:

Name of Exhibit                                                      Exhibit No.
- ---------------                                                      -----------

Asset  Purchase  Agreement  dated as of September 24, 1995 by and
Among Gold Creek  Associates,  L.P., WMCK  Acquisition  Corp. and
Century Casinos,  Inc., along with First American thereto,  filed
with the Registrant's Form 10-KSB for the Year Ended December 31,
1995, and incorporated herein by reference                                 10.51

         The following exhibits are filed herewith:

Name of Exhibit                                                      Exhibit No.
- ---------------                                                      -----------

Second  Amendment to Asset  Purchase  Agreement  dated as of
April 10,  1996,  among Gold Creek  Associates,  L.P.,  WMCK
Acquisition Corp. and Century Casinos, Inc.                                10.59


                                        5

<PAGE>



Promissory Note dated March 19, 1992, made by Chrysore, Inc.
in the original  principal amount of $1,850,000 payable to R
& L Historic  Enterprises,  together with  Assignment  dated
September   14,  1992  of  said   Promissory   Note  to  TJL
Enterprises,  Inc. and Assignment dated May 16, 1996 of said
Promissory Note to Century Casinos, Inc.                                   10.60

Promissory Note dated July 1, 1996, made by WMCK Acquisition
Corp. in the original principal amount of $5,174,540 payable
to Gold Creek Associates, L.P., together with Guaranty dated
July 1, 1996, of said  Promissory  Note by Century  Casinos,
Inc.                                                                       10.61

Building  Lease  dated  as  of  July  1,  1996,   among  TJL
Enterprises,   Inc.,  WMCK  Acquisition  Corp.  and  Century
Casinos,  Inc.,  together with  Memorandum of Building Lease
with Option to Purchase dated as of July 1, 1996,  among the
same parties                                                               10.62

Four Party  Agreement,  Assignment  and Assumption of Lease,
Consent  to  Assignment  of  Lease,  Confirmation  of Option
Agreement and Estoppel  Statements dated as of July 1, 1996,
among Harold William Large, Teller Realty,  Inc., Gold Creek
Associates, L.P., and WMCK Acquisition Corp.                               10.63

Consulting  Agreement dated as of July 1, 1996, between WMCK
Acquisition Corp. and James A. Gulbrandsen                                 10.64

Consulting  Agreement dated as of July 1, 1996, between WMCK
Acquisition Corp. and Gary Y. Findlay                                      10.65

Stock Transfer and Registration Rights Agreement dated as of
July 1, 1996,  between  Century  Casinos,  Inc. and James A.
Gulbrandsen and Gary Y.Findlay                                             10.66


                                        6
<PAGE>

                                   SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       CENTURY CASINOS, INC.


July 15, 1996                          By /s/ Brad Dobski
                                          Brad Dobski, Chief Accounting Officer

                                       7

<PAGE>
Item 7.  Financial Statements and Exhibits


                                 EXHIBIT 10.59

             SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT DATED AS
           OF APRIL 10, 1996, AMONG GOLD CREEK ASSOCIATES, L.P., WMCK
                  ACQUISITION CORP. AND CENTURY CASINOS, INC.

                                       8
<PAGE>
                               SECOND AMENDMENT TO
                            ASSET PURCHASE AGREEMENT


     Reference is made to the Asset Purchase Agreement dated as of September 27,
1995 by and among  Gold Creek  Associates,  L.P.,  WMCK  Acquisition  Corp.  and
Century  Casinos,  Inc., as amended by a First Amendment dated November 14, 1995
(as so amended, the "Agreement"). Capitalized terms not otherwise defined herein
shall have the meanings given to them in the Agreement.

     Buyer, Century and Seller hereby agree as follows:

     1. Purchase  Price.  A new paragraph (d) of Section 2.3 is added to read as
follows:

     "(d) The  purchase  price for the Assets  shall be  increased  by an amount
equal to the aggregate  principal payments made by Seller in respect of any Debt
after May 1, 1996.  The amount of such  increase  shall be added to the Note and
shall be paid ratably  with other  principal  payments  due under the Note.  The
Extension Payment (hereinafter  defined) will be credited to the Base Amount due
in cash at Closing."

     2.  Amendment to Closing  Date;  Outside  Closing  Date.  The  reference in
Section  3.1 to "March 1,  1996" is hereby  changed  to "May 1,  1996,"  and the
reference in the definition of "Outside Closing Date" to "May 1, 1996" is hereby
changed to "July 1, 1996."

     3.  Definition of Deposit.  The  definition of Deposit is hereby changed to
"amounts paid by Century and/or Buyer pursuant to Section 3.1 of the Agreement."

     4. Deposit  Payments;  Release of Deposit.  Section 3.1 of the Agreement is
hereby  amended by deleting  the final  sentence of that section in its entirety
and adding the following:

     "By notice to Seller on or before April 29, 1996,  Century may postpone the
Closing to June 1, 1996 (or such earlier date as Century may specify),  provided

                                       9
<PAGE>

such  notice  shall be  accompanied  by payment of $50,000 to the Escrow  Agent,
which sum shall become the Deposit. If Century elects to postpone the Closing by
notice on or before April 29, 1996, then Century may postpone the Closing again,
to a date not later than July 1, 1996,  by notice to Seller on or before May 25,
1996  accompanied  by an  additional  $50,000 to the  Escrow  Agent (for a total
Deposit  of  $100,000).  If on July 1, 1996 all of the  conditions  to  Seller's
obligation to close have been satisfied or waived by Seller, and if Buyer has by
that date  submitted to the Colorado  Limited  Gaming  Control  Commission  (the
"Commission")  all of the  applications and information that could reasonably be
expected  to  be  necessary  for  the  Commission  to be  able  to  approve  the
transactions  contemplated  by this  Agreement,  and if the only reason that the
parties are unable to consummate the transactions contemplated by this Agreement
is that the Commission has not granted such approval,  then the Closing shall be
postponed until the date that is five days after receipt of Commission approval.
If such approval is not obtained  before  September 1, 1996,  however,  then the
provisions of Section 9.1(h) of this Agreement may be exercised."

     5. Disbursements of Funds. Upon receipt of the approval of Seller's limited
partners  of this  Second  Amendment,  Seller will  instruct  the Escrow  Agent,
pursuant to written instruction (the "Instruction")  executed at the time of the
execution  of this Second  Amendment,  to deliver  $400,000  (plus  interest and
income)  to  Seller  in  consideration  of  Seller's  execution  of this  Second
Amendment (the "Extension  Payment").  If this Second  Amendment does not become
effective pursuant to Section 8 hereof, then Seller will immediately destroy the
Instruction. Seller will be permitted to retain the Extension Payment unless (a)
Century or Buyer  terminate the Agreement  pursuant to paragraphs  (b) or (c) of
Section 9.1, or (b) Century or Buyer  terminate  the  Agreement,  at a time when
they are ready,  willing and able to close the transactions  contemplated by the
Agreement, pursuant to paragraphs (e) or (f) of Section 9.1 of the Agreement, or
pursuant to  paragraph  9.1(g) of the  Agreement as a result of the failure of a
condition in Section 7.2 of the Agreement,  other than the conditions  specified
in  paragraphs  (a), (c) or (j) of Section  7.2. . Buyer and Century  agree that
Seller shall have no obligation to close, and may retain the Extension  Payment,
if  consummation of the  transactions  contemplated by the Agreement would cause
Buyer  to be in  default  of any of the  covenants  in  the  Note  and  Security
Documents.  Seller shall return the  Extension  Payment to Century  within seven
days after  Century is entitled to its return.  Seller will not  distribute  the
Extension  Payment to its partners  until the Closing or until the  Agreement is
terminated  under  circumstances  where Century is not entitled to the Extension
Payment.

     6. Waiver of Default.  Buyer and Century  hereby forever waive for purposes
of Section 7.2, Section 9 and Section 10.1 of the Agreement, any breaches of the
representations  and warranties of Seller which are known to Buyer or Century as
of the date of this Second  Amendment,  which  Century and Buyer  represent  and
warrant are limited to the following (with the understanding  that (a) Buyer and
Century do not waive any breaches  resulting from actions or omissions after the
date hereof, and (b) Seller shall not be deemed to have admitted that any of the
listed circumstances constitute a breach of any representation or warranty):

     Any breach related to the inaccuracy of the Financial Statements.

                                       10

<PAGE>

     7. Closing Adjustments.

     (a) For purposes of determining the amount of Seller's Current  Liabilities
within the  meaning of Section  2.3 of the  Agreement,  only 17.5% of the dollar
equivalent of outstanding  unredeemed points under Seller's player tracking Gold
Club  system  as  of  the  Determination   Time  shall  be  treated  as  Current
Liabilities.

     (b) The amount of any gaming and liquor  license  application  fees paid by
Seller  after  March 31, 1996 shall be treated as a "Current  Asset"  within the
meaning of Section 2.3 of the  Agreement,  even though Buyer and/or Century will
be required to obtain new licenses after the Closing.

     8. Effectiveness. This Second Amendment shall be effective only if and when
approved by Seller's limited partners, and shall have no further force or effect
if not approved by Seller's  limited  partners by April 24,  1996.  Seller shall
give  Century  an  opportunity  to  review  and  approve  Seller's  solicitation
materials.

     9.  Expenses.  Within five (5)  business  days after  Century's  receipt of
invoices,  Century shall reimburse Seller for any reasonable legal fees incurred
by  Seller  or its  general  partner  in  connection  with the  negotiation  and
execution  of this Second  Amendment  and the  solicitation  of the  approval of
Seller's limited partners.


     IN WITNESS WHEREOF,  the parties hereto have executed this Second Amendment
to the Agreement as of this 10th day of April, 1996.


                                      GOLD CREEK ASSOCIATES, L.P.
                                      By:  Chrysore, Inc., General Partner



                                      By: /s/ Gary Findlay
                                            Name: Gary Findlay
                                            Title: Vice President


                                      WMCK ACQUISITION CORP.



                                     By: /s/ Norbert Teufelberger
                                             Name: Norbert Teufelberger
                                             Title: Director


                                      CENTURY CASINOS, INC.



                                      By: /s/ Norbert Teufelberger
                                             Name: Norbert Teufelberger
                                             Title: Secretary

                                       11


<PAGE>

                                 EXHIBIT 10.60

            PROMISSORY NOTE DATED MARCH 19, 1992, MADE BY CHRYSORE,
          INC. IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,850,000 PAYABLE
            TO R & L HISTORIC ENTERPRISES, TOGETHER WITH ASSIGNMENT
            DATED SEPTEMBER 14, 1992 OF SAID PROMISSORY NOTE TO TJL
             ENTERPRISES, INC. AND ASSIGNMENT DATED MAY 16, 1996 OF
                 SAID PROMISSORY NOTE TO CENTURY CASINOS, INC.

  
                                       12
<PAGE>

  447642 05/17/1996 01:05PM Page 1 of 1
              Constance R. Joiner, Clerk & Recorder, Teller County

                                   ASSIGNMENT

     FOR AND IN  CONSIDERATION  of the sum of $1.00 and other good and  valuable
consideration,  the undersigned do hereby convey, transfer and assign all of the
undersigned's  right,  title and interest to the assets described below to T J L
ENTERPRISES,  INC., a Colorado  corporation.  The assets being  transferred  are
described as follows:

     1.   A Promissory  Note dated March 19, 1992 in the original  principal sum
          of $1,850,000  payable to the order of R & L Historic  Enterprises,  a
          Colorado  General  Partnership,  and given by  Chrysore,  Inc.,  a New
          Jersey corporation.

     2.   A Deed of Trust  given to  secure  said  Promissory  Note of even date
          recorded  March 27,  1992 in Book 0597 at Page 0266 of the  records of
          the Recorder of Teller County, Colorado,  constituting a first lien on
          real property legally described as:

          Lots 16 and 17, Block 21, Fremont, now the City of Cripple Creek

          Commonly known as 210-212 E. Bennet Ave., Cripple Creek, CO 80813.

      DATED this 14th day of September, 1992.


                                      /s/ Joseph A. Fortino            
                                      Joseph A. Fortino

                                      /s/ Joe Giannetto                  
                                      Joe Giannetto

                                      /s/ Louis D. Carleo                
                                      Louis D. Carleo

                                       13

<PAGE>


                      447643 05/17/1996 01:05PM Page 1 of 1
              Constance R. Joiner, Clerk & Recorder, Teller County

                      ASSIGNMENT OF NOTE AND DEED OF TRUST

     FOR AND IN CONSIDERATION of the sum One Million Three Hundred  Thirty-Seven
Thousand Five Hundred  Dollars  ($1,337,500.00)  to be paid in cash or certified
funds upon the execution of this Assignment, the undersigned does hereby convey,
transfer, and assign to Century Casinos, Inc., whose mailing address is 50 South
Steele Street, Suite 755, Denver, Colorado 80209, the following:

     a.   Promissory Note dated March 19, 1992, in the original principal sum of
          One Million  Eight  Hundred  Fifty  Thousand  Dollars  ($1,850,000.00)
          payable  to  the  order  of  R & L  Historic  Enterprises,  a  General
          Partnership, having an approximately balance as of May 10, 1996 in the
          amount  of  One  Million  Two  Hundred  Forty-Eight  Thousand  Dollars
          ($1,248,000.00),  and being secured by a Deed of Trust dated March 19,
          1992.

     b.   A Deed of Trust dated  March 19, 1992  securing  the  Promissory  Note
          referred to in Paragraph 1 hereof, recorded March 27, 1992 in Book 597
          at Page 266 under  Reception No. 394130 of the records of the Recorder
          of Teller County, Colorado,  constituting a lien against real property
          and  improvements  commonly  known as  210-212  East  Bennett  Avenue,
          Cripple Creek, Colorado and legally described as follows:

          Lots 16 and 17, in Block 21, in Fremont,  now City of Cripple Creek,
          Teller County, Colorado.

     c.   This Assignment is without recourse to the assignors hereof.

     d.   The undersigned  represents and warrants to the assignee hereof,  that
          the original  Promissory  Note and Deed of Trust have been assigned to
          the undersigned.

     e.   The  assignee  herein  acknowledges  having  received  a  copy  of the
          original  Promissory Note and Addendum thereto along with the recorded
          Deed of Trust and the Addendum thereto.

          Dated this 16th day of May, 1996.

                                   TJL ENTERPRISES, INC.

                                   By:/s/ Louis D. Carleo                  
                                        Louis D. Carleo
                                        Secretary/Treasurer

                                       14
<PAGE>

STATE OF COLORADO                   )
                                    )ss
COUNTY OF PUEBLO                    )

     Subscribed and sworn to me this 16th day of May, 1996 by Louis D. Carleo as
Secretary/Treasurer of TJL Enterprises, Inc.

                                     /s/ David J. Banner                      
                                        Notary Public
                                       My Commission Expires:  10/11/97

                                       15

<PAGE>


                      447641 05/17/1996 01:05PM Page 1 of 3
              Constance R. Joiner, Clerk & Recorder, Teller County

The printed portions of this form approved by the
Colorado Real Estate Commission (NTD 82-U-83)

IF THIS FORM IS USED IN A CONSUMER CREDIT TRANSACTION, CONSULT LEGAL COUNSEL.

THIS IS A LEGAL  INSTRUMENT.  IF NOT  UNDERSTOOD,  LEGAL,  TAX OR OTHER  COUNSEL
SHOULD BE CONSULTED BEFORE SIGNING.

                                 PROMISSORY NOTE
                                 (Right to Cure)

U.S. $1,850,000.00                                              Pueblo, Colorado
                                                                  March 19, 1992

1.   FOR VALUE RECEIVED,  the undersigned  (Borrower) promises to pay
     R & L HISTORIC ENTERPRISES, A GENERAL PARTNERSHIP

or order,  (Note  Holder) the  principal  sum of ONE MILLION EIGHT HUNDRED FIFTY
THOUSAND AND NO 100's ($1,850,000.00)

U.S.  Dollars,  with interest on the unpaid principal balance from SEE ADDENDUM,
until paid, at the rate of 9% percent per annum. Principal and interest shall be
payable  at  Pueblo,  Colorado,  or such  other  place  as the Note  Holder  may
designate, in SEE ADDENDUM payments of SEE ADDENDUM, due SEE ADDENDUM, being SEE
ADDENDUM.  Such payments shall continue until the entire indebtedness  evidenced
by this Note is fully paid;  provided,  however,  if not sooner paid, the entire
principal  amount  outstanding and accrued  interest  thereon,  shall be due and
payable on July 15, 1999.

2.  Borrower  shall pay to the Note Holder a late charge of 15.0% of any payment
not received by the Note Holder within 15 days after the payment is due.

3. Payments  received for application to this Note shall be applied first to the
payment of late  charges,  if any,  second to the  payment  of accrued  interest
specified  above,  and the balance applied in reduction of the principal  amount
hereof.

4. If any  payment  required  by this  Note is not paid  when  due,  the  entire
principal  amount  outstanding and accrued interest thereon shall become due and
payable at the option of the Note Holder (Acceleration) twenty days after notice
of Acceleration has been given. This time period shall run concurrently with the
right to cure, if any,  allowed by the Uniform Consumer Credit Code. Such notice
of Acceleration  shall specify the amount of the nonpayment plus any unpaid late
charges  and other  costs,  expenses  and fees due under  this  Note.  Until the
expiration  of said  twenty-day  period,  the  Borrower  may cure  all  defaults
consisting  of a failure to make  required  payments by tendering the amounts of
all unpaid sums due at the time of tender, without Acceleration, as specified by
the Note Holder in such notice.  Cure  restores the Borrower to his rights under
this Note as though  defaults had not  occurred.  Any  defaults  under this Note
occurring  within twelve months after the Note Holder has once given a notice of
Acceleration,  entitles  Borrower  to no  right  to cure,  except  as  otherwise
provided  by law.  The Note Holder  shall be entitled to collect all  reasonable
costs and  expense of  collection  and/or  suit,  including,  but not limited to
reasonable attorneys' fees.

5.  Borrower may prepay the  principal  amount  outstanding  under this Note, in
whole or in part, at any time without penalty.  Any partial  prepayment shall be
applied against the principal amount  outstanding and shall not postpone the due
date of any subsequent payments or change the amount of such payments.

                                       16

<PAGE>


6. Borrower and all other makers,  sureties,  guarantors,  and endorsers  hereby
waiver presentment, notice of dishonor and protest, and they hereby agree to any
extensions  of time of  payment  and  partial  payments  before,  at,  or  after
maturity.  This Note shall be the joint and several  obligation  of Borrower and
all other makers,  sureties,  guarantors and endorsers, and their successors and
assigns.

7. Any notice to  Borrower  provided  for in this Note  shall be in writing  and
shall be given and be  effective  upon (1)  delivery  to Borrower or (2) mailing
such notice by first-class  U.S.  mail,  addressed to Borrower at the Borrower's
address  stated  below,  or to such other  address as Borrower may  designate by
notice to the Note Holder. Any notice to the Note Holder shall be in writing and
shall be given and be  effective  upon (1) delivery to the Note Holder or (2) by
mailing such notice by first-class  U.S. mail, to the Note Holder at the address
stated in the first  paragraph  of this Note,  or to such other  address as Note
Holder may designate by notice to Borrower.

8. The  indebtedness  evidenced by this Note is secured by a Deed of Trust dated
March 19, 1992, and until released said Deed of Trust contains additional rights
of the Note  Holder.  Such  rights may cause  Acceleration  of the  indebtedness
evidenced  by this  Note.  Reference  is made to said  Deed of  Trust  for  such
additional terms. Said Deed of Trust grants rights in the property identified as
follows:

Lots 16 and 17, in Block 21,  in  Fremont,  now City of  Cripple  Creek,  Teller
County, Colorado.

Property address:  210-212 E. Bennett Avenue, Cripple Creek, Colorado 80813.

                 (CAUTION: SIGN ORIGINAL NOTE ONLY/RETURN COPY)

IF BORROWER IS CORPORATION:

ATTEST:                                 CHRYSORE, INC., A NEW JERSEY CORPORATION

/s/                                     By:/s/ Jim Gulbrandsen             
      
                                           JIM GULBRANDSEN, PRESIDENT

KEEP THIS NOTE IN A SAFE PLACE.  THE  ORIGINAL OF THIS NOTE MUST BE EXHIBITED TO
THE PUBLIC TRUSTEE IN ORDER TO RELEASE A DEED OF TRUST SECURING THIS NOTE.

                      447641 05/17/1996 01:05PM Page 2 of 3
              Constance R. Joiner, Clerk & Recorder, Teller County

                                       17

<PAGE>

FILE DATE: 03/27/1992  TIME: 12:15P                        BOOK: 0597 PAGE: 0270

     Teller County, Colorado, Constance R. Joiner - County Clerk & Recorder
                                 DOC #:0394130

                      447641 05/17/1996 01:05PM Page 3 of 3
               Constance R. Joiner, Clerk & Record, Teller County

                                   EXHIBIT "A"
                                    ADDENDUM

PAYMENTS SHALL BE IN THE AMOUNT OF $18,764.00 PER MONTH, INCLUDING PRINCIPAL AND
INTEREST,  AND SHALL  COMMENCE UPON THE OPENING OF THE CASINO TO BE  CONSTRUCTED
UPON THE PROPERTY,  OR JULY 15, 1992,  WHICHEVER IS SOONER,  AND SHALL BE DUE ON
THE 1ST DAY OF EACH SUCCEEDING MONTH THEREAFTER. IF NOT SOONER PAID, THE BALANCE
OF PRINCIPAL  AND ACCRUED  INTEREST  SHALL BE DUE AND PAYABLE  SEVEN YEARS AFTER
PAYMENTS COMMENCE.

IN ADDITION TO THE REGULAR  FIRST  MONTHLY  PAYMENT  EITHER UPON OPENING OF SAID
CASINO OR JULY 15,  1992  (WHICHEVER  IS SOONER)  ACCRUED  INTEREST AT 9% ON THE
$1,850,000.00  NOTE FROM MARCH 19, 1992 WILL BE DUE AND PAYABLE ON  SEPTEMBER 1,
1992.

IN ADDITION TO THE REGULAR PRINCIPAL AND INTEREST PAYMENTS ON THE NOTE SET FORTH
ABOVE, BORROWER (GRANTOR) SHALL PAY A PRINCIPAL PAYMENT OF $300,000.00 TO LENDER
(BENEFICIARY)  TWELVE (12) MONTHS  AFTER THE DATE OF OPENING OF THE CASINO TO BE
CONSTRUCTED UPON THE PROPERTY.* MONTHLY PAYMENTS SHALL THEREAFTER BE REAMORTIZED
AT 9% OVER THE  REMAINING  PORTION OF THE  ORIGINAL 15 YEAR TERM TO REFLECT THIS
PRINCIPAL REDUCTION, BUT THE FINAL PAYMENT DATE FOR PAYMENT IN FULL SHALL REMAIN
SEVEN YEARS AFTER THE ORIGINAL PAYMENTS COMMENCE.

BORROWER  (GRANTOR)  SHALL NOT ALLOW NOR PERMIT ANY MECHANIC'S  LIEN TO BE FILED
AGAINST THE PROPERTY AND SHALL DEFEND,  INDEMNIFY AND HOLD HARMLESS THE PROPERTY
AND LENDER  (BENEFICIARY)  FROM AND AGAINST ANY SUCH MECHANIC'S  LIEN.  BORROWER
(GRANTOR)  SHALL  OBTAIN   BUILDER'S  ALL  RISK  INSURANCE   NAMING  THE  LENDER
(BENEFICIARY)  AS LOSS PAYEE AND  PAYMENT AND  PERFORMANCE  BONDS  COVERING  ALL
CONSTRUCTION WORK ON THE PROPERTY.  VIOLATION OF THIS PROVISION SHALL CONSTITUTE
A DEFAULT AUTHORIZING THE LENDER (BENEFICIARY), AT ITS OPTION, TO FORECLOSE.


*BUT NOT LATER THAN OCTOBER 1, 1993.


Pay to the order of Century Casinos, Inc., without recourse.

                                            TJL Enterprises, Inc.

                                            By:/s/ Louis D. Carleo           
                                                 Louis D. Carleo
                                                 Secretary/Treasurer

                                       18

<PAGE>

                                  EXHIBIT 10.61

          PROMISSORY NOTE DATED JULY 1, 1996, MADE BY WMCK ACQUISITION
        CORP. IN THE ORIGINAL PRINCIPAL AMOUNT OF $5,174,540 PAYABLE TO
            GOLD CREEK ASSOCIATES, L.P. TOGETHER WITH GUARANTY DATED
         JULY 1, 1996, OF SAID PROMISSORY NOTE BY CENTURY CASINOS, INC.

                                       19

<PAGE>


                                PROMISSORY NOTE

$5,174,540.00                                                       July 1, 1996


     FOR VALUE RECEIVED,  the  undersigned  WMCK  ACQUISITION  CORP., a Delaware
corporation  (the  "Maker"),  promises  to  pay  to  the  order  of  GOLD  CREEK
ASSOCIATES,  L.P., a New Jersey limited partnership,  or assigns (the "Holder"),
at Cooper  Perskie April  Niedelman  Wagenheim & Levenson,  P.A.,  1125 Atlantic
Avenue, Atlantic City, New Jersey 08041-4891, Attention: Anthony P. Monzo, Esq.,
or at such  other  place  as the  Holder  of this  Note  may  from  time to time
designate,  the  principal  amount of FIVE  MILLION  ONE  HUNDRED  SEVENTY  FOUR
THOUSAND FIVE HUNDRED FORTY AND NO/100THS DOLLARS ($5,174,540.00), together with
the interest on the unpaid principal amount from the date hereof,  until paid in
full, said principal and interest being due payable as follows:

     Payment.  Payments of interest on the unpaid principal balance hereof shall
be due and  payable  monthly in arrears at the rate of nine  percent  (9.0%) per
annum  (computed on the basis of a 360 day year applied to the actual  number of
days elapsed in each interest calculation period) commencing August 15, 1996 and
continuing on the fifteenth  (15th) day of each month thereafter until this Note
is paid in full.  Commencing  January 15,  1998,  payments of interest  shall be
accompanied by monthly principal  payments of $43,121.17.  On June 30, 2003, the
entire  balance of this Note shall be due and  payable  in full.  (See  attached
Amortization  Schedule.) All payments hereunder shall be made in lawful money of
the United States of America, without offset.

     Prepayment.  The  unpaid  principal  amount of this Note may be  prepaid in
whole  or in  part  at any  time or  times  without  premium  or  penalty.  Each
prepayment  shall be  applied  first to the  payment of all  interest  and other
amounts  accrued  hereunder  or under the  Security  Documents  (as  hereinafter
defined) on the date of any such  prepayment in such order as the Holder elects,
and the balance of any such prepayment  shall be applied to the principal amount
hereof. No prepayment shall entitle any person to be subrogated to the rights of
the Holder unless and until this Note has been paid in full.

     Security.  This Note evidences such monies advanced by the Holder to or for
the benefit of the Maker as Buyer under a certain Asset Purchase Agreement dated
as of  September  27,  1995  by and  among  the  Maker,  Century  Casinos,  Inc.
("Century") and the Holder (as amended, the "Asset Purchase Agreement"),  and is
secured  by a Deed of Trust and  Assignment  of Rents and  Leases  (the "Deed of
Trust"),  a  Security  Agreement  (the  "Security   Agreement"),   a  Collateral
Assignment  of Lease (the "Lease  Assignment")  and a Collateral  Assignment  of
Sublease (the "Sublease Assignment"), each dated of even date herewith (the Deed
of Trust,  Security  Agreement,  Lease  Assignment  and Sublease  Assignment are
collectively referred to herein as the "Security Documents").  The Deed of Trust
was made and executed by the Maker to the Public Trustee of Teller County, State
of  Colorado,  for the benefit of the Holder,  to be recorded in the real estate
records  of  Teller  County,  Colorado,  conveying  and/or  encumbering  certain

                                       20

<PAGE>

property  situated in Cripple Creek,  Colorado,  as more fully  described in the
Deed of Trust.  The Security  Agreement  was made and executed by the Maker,  as
Debtor,  and the  Holder,  as  Secured  Party,  granting  the  Holder a security
interest  in  certain  collateral,  as  more  fully  described  in the  Security
Agreement.  The Lease Assignment was made and executed by the Maker and Century,
as Assignor,  for the benefit of the Holder, as Assignee,  to be recorded in the
real estate records of Teller County,  Colorado,  collaterally  assigning to the
Holder all of the  Maker's and  Century's  right,  title and  interest as lessee
under a lease of certain real property situated in Cripple Creek,  Colorado,  as
more fully described in the Lease Assignment.  The Sublease  Assignment was made
and  executed by the Maker,  as  Assignor,  for the  benefit of the  Holder,  as
Assignee, to be recorded in the real estate records of Teller County,  Colorado,
collaterally  assigning  to the Holder all of the Maker's  the right,  title and
interest as  sublessee  under a sublease of certain  real  property  situated in
Cripple Creek, Colorado, as more fully described in the Sublease Assignment. The
Holder is entitled to the benefits of the Security  Documents  and  reference is
made to each of them for a  description  of the  collateral  and the  rights and
remedies of the Holder thereunder.  None of the references to the Asset Purchase
Agreement or to any of the Security  Documents nor any  provision  thereof shall
affect or impair the absolute and  unconditional  obligation of the Maker to pay
the principal amount hereof, together with interest accrued thereon, when due.

         This Note shall  evidence,  and each of the  Security  Documents  shall
secure,  the  indebtedness  described herein and any future loans or advances or
payments that may be made to or on behalf of the Maker by the Holder at any time
or times hereafter  under the Security  Documents and any such loans or advances
or  payments  shall be added to and shall bear  interest at the same rate as the
principal indebtedness hereunder unless, as to advances or payments provided for
under the Security Documents, a greater rate is otherwise expressly provided for
by the Security Documents.

         Guaranty.  Payment  of the  principal  and  interest  on this  Note and
performance of the Maker's  obligations  under the Security  Documents have been
unconditionally  guaranteed by Century Casinos,  Inc. (the "Guarantor") pursuant
to a Guaranty of even date herewith (the  "Guaranty")  given by the Guarantor to
the Holder.

     Default.  The  occurrence  of  any  one or  more  of  the  following  shall
constitute an event of default ("Event of Default") hereunder:

     (1) failure to pay, when due, the principal, any interest, or any other sum
payable  hereunder,  and continuance of such failure for five (5) days after the
date on which  such  principal,  installment  of  interest  or other  sum is due
(whether upon  maturity  hereof,  upon any  installment  payment date,  upon any
prepayment date, upon acceleration, or otherwise); or

     (2) the occurrence of an event of default under the Guaranty,  the Security
Agreement  or the Deed of Trust (in each case as defined  therein) or a material
breach  of  any  representation,   warranty  or  covenant  of  Maker  under  the
Assignments that is not cured within the applicable grace period, if any; or


                                       21

<PAGE>

         
     (3) the termination by Maker of either of the Consulting Agreements of even
date herewith  between Maker and Gary Findlay and James A.  Gulbrandsen  for any
reason other than "for cause."

     Upon the  occurrence  of any such  Event of Default  hereunder,  the entire
principal amount hereof,  and all accrued and unpaid interest  thereon,  and any
other  amounts due  hereunder or under any of the Security  Documents,  shall be
accelerated,  and shall be  immediately  due and  payable,  at the option of the
Holder,  without  demand  or  notice,  and  in  addition  thereto,  and  not  in
substitution  therefor, the Holder shall be entitled to exercise any one or more
of the rights and remedies exercisable by the Holder upon a default under any of
the Security Documents,  or provided by applicable law. Failure to exercise said
option or to pursue such other  remedies  shall not  constitute a waiver of such
option or such other remedies or of the right to exercise any of the same in the
event of any subsequent Event of Default hereunder.

     The Holder may, upon the occurrence of any such Event of Default hereunder,
have  resort to the  collateral,  whether  real or personal  property,  given as
security for this Note in any order, and may sell and dispose of such collateral
in whole or in part, at any time or from time to time,  with no  requirement  on
the part of the Holder of this Note to marshal  assets.  The Holder shall not be
required to preserve any rights in such collateral as against prior parties.  In
the event that the Holder is required to give notice of any intended disposition
of  collateral  held as security  for this Note,  five (5) days' notice given by
mail or  telegraph  to the last  known  address  of Maker  shall be deemed to be
reasonable notice, unless a longer period is prescribed by law.

     Default  Interest.  In the event  that the  principal  amount  hereof,  any
interest or any other sum due  hereunder is not paid when due and  payable,  the
whole of the unpaid  principal  amount  evidenced  hereby and all unpaid accrued
interest  thereon  shall,  from the date when such  payment  was due and payable
until the date of payment in full thereof,  bear interest at the rate of fifteen
percent (15%) per annum,  which rate, if  applicable,  shall  commence,  without
notice, immediately upon the date when said payment was due and payable.

     Late Payment Charges.  In the event that the principal  amount hereof,  any
interest,  or any other sum is not paid when due and payable  hereunder or under
the terms hereof or under any of the Security  Documents  for a period in excess
of five (5) days, a "late  charge" equal to five percent (5%) of such payment or
part thereof so not paid may be charged to the Maker by the Holder.  This charge
shall be in  addition  to,  and not in lieu of,  any other  right or remedy  the
Holder may have and is in  addition  to any  reasonable  fees and charges of any
agents or attorneys  which the Holder is entitled to employ upon the  occurrence
of any Event of Default  hereunder,  whether  authorized  herein or by law. Such
"late  charge" if not  previously  paid shall,  at the option of the Holder,  be
added to and  become  part of the next  succeeding  monthly  payment  to be made
hereunder.

     Collection  Costs.  The  Maker  promises  to pay  all  costs  and  expenses
(including  without  limitation  reasonable  attorneys' fees and  disbursements)
incurred  in  connection  with the  collection  hereof or in the  protection  or
realization  of any  collateral  now or  hereafter  given  as  security  for the

                                       22



<PAGE>

repayment hereof (including, without limitation, the security provided under the
Security  Documents),  and to perform each and every covenant or agreement to be
performed  by the Maker under this Note,  the Security  Documents  and any other
instrument evidencing or securing the obligation represented by this Note.

     Counting of Days.  Any  payment on this Note  coming due on a  Saturday,  a
Sunday,  or a day which is a legal holiday in the place at which a payment is to
be made hereunder  shall be made on the next  succeeding day which is a business
day in such  place,  and any  such  extension  of the time of  payment  shall be
included in the computation of interest hereunder.

     Waiver. Each Obligor (which term shall include the Maker, the Guarantor and
all other makers,  sureties,  guarantors,  endorsers and other persons  assuming
obligations  pursuant to this Note) under this Note hereby  waives  presentment,
protest, demand, notice of dishonor, and all other notices, and all defenses and
pleas on the grounds of any  extension or  extensions of the time of payments or
the due dates of this Note, in whole or in part, before or after maturity,  with
or without notice. No renewal or extension of this Note, no release or surrender
of any  collateral  given as security for this Note,  no release of any Obligor,
and no delay in  enforcement  of this Note or in  exercising  any right or power
hereunder,  shall  affect the  liability  of any  Obligor.  The  pleading of any
statute  of  limitations  as a defense  to any  demand  against  any  Obligor is
expressly waived.

     No Waiver by the Holder. No single or partial exercise by the Holder of any
right  hereunder,  under  any of the  Security  Documents  or  under  any  other
agreement given as security for this Note or pertaining  hereto,  shall preclude
any other or further exercise  thereof or the exercise of any other rights.  The
Holder  shall at all times have the right to proceed  against any portion of the
property  conveyed  and/or  encumbered  by the Deed of Trust and/or the Security
Agreement  and/or  the  Assignments  in such  manner as the Holder may deem fit,
without waiving any rights with respect to any portion of the property  conveyed
and/or encumbered by the Deed of Trust and/or the Security  Agreement and/or the
Assignments.  No delay or omission on the part of the Holder in  exercising  any
right  hereunder  shall  operate as a waiver of such right or of any other right
under this Note.

     No Right to Set Off.  The Maker  shall have no right to set off any amounts
due from the Holder to the Maker  against any amounts due to the Holder from the
Maker under this Note or any of the Security Documents.

     References.  Whenever  used  herein,  the words  "Maker" and  "Holder"  and
"Obligor" shall be deemed to include their respective successors and assigns.

     Governing Law;  Jurisdiction.  This Note shall be governed by and construed
under and in accordance  with the laws of Colorado (but not including the choice
of law rules  thereof).  The Maker hereby  consents to the  jurisdiction  of any
competent  court within the State of Colorado and consents to service of process
by any means  authorized by the laws of the State of Colorado.  The Maker hereby
expressly waives its rights to trial by jury in any action relating to this Note
or the Security Documents.

                                       23

<PAGE>


     Assignment. This Note may be assigned by Gold Creek Associates, L.P. to its
partners  or to a trust or other  entity  formed  for their  benefit  and may be
enforced against Maker by any such assignee(s).

     IN WITNESS  WHEREOF,  the  undersigned  has duly executed this Note, or has
caused this Note to be duly executed on its behalf, as of the day and year first
hereinabove set forth.



[SEAL]                           WMCK ACQUISITION CORP., a Delaware corporation

ATTEST:

/s/ Erwin Haitzmann              By:  /s/James D. Forbes
- -----------------------              -------------------------
    Erwin Haitzmann              By:     James D. Forbes
    Chairman                             President

                                       24

<PAGE>

                                    GUARANTY

     THIS  GUARANTY  is made as of July 1, 1996,  by CENTURY  CASINOS,  INC.,  a
Delaware  corporation  ("Guarantor"),  whose address is 50 South Steele  Street,
Suite  755,  Denver,  Colorado  80209,  to and for  the  benefit  of GOLD  CREEK
ASSOCIATES,  L.P., a New Jersey limited partnership ("Lender"), whose address is
c/o Cooper Perskie April  Niedelman  Wagenheim & Levenson,  P.A.,  1125 Atlantic
Avenue, Atlantic City, New Jersey 08401-4891, Attention: Anthony P. Monzo, Esq.

     WHEREAS,  in order to induce Lender to make a term loan (the "Loan") in the
principal  amount of FIVE MILLION ONE HUNDRED SEVENTY FOUR THOUSAND FIVE HUNDRED
FORTY  AND  NO/100THS  DOLLARS  ($5,174,540.00)  to WMCK  Acquisition  Corp.,  a
Delaware corporation and an affiliate of Guarantor  ("Borrower"),  in connection
with that certain Asset  Purchase  Agreement  dated as of September 27, 1995 (as
amended,  the "Asset  Purchase  Agreement")  by and among  Lender,  Borrower and
Guarantor,  which Loan is evidenced  by a  promissory  note (the "Note") of even
date  herewith  executed by Borrower  and is secured  pursuant to (i) a Security
Agreement between Borrower and Lender (the "Security Agreement"), (ii) a Deed of
Trust and  Assignment  of Rents and  Leases  executed  by  Borrower  in favor of
Lender,  (iii) a  Collateral  Assignment  of  Lease  executed  by  Borrower  and
Guarantor  in favor of Lender,  and (iv) a  Collateral  Assignment  of  Sublease
executed  by  Borrower  in  favor  of  Lender,   each  of  even  date   herewith
(collectively,  together  with this  Guaranty,  and any and all other  documents
executed  in   connection   therewith  or  arising   therefrom,   the  "Security
Documents"), Lender has asked that Guarantor sign this Guaranty;

     WHEREAS, Lender is willing to advance the Loan only upon the condition that
it receive this Guaranty of Borrower's payment of the Note and performance under
the Security Documents; and

     WHEREAS,  Guarantor acknowledges that, as owner of all of the capital stock
of Borrower, it will be considerably benefited by the advancement of the Loan to
Borrower;

     NOW,  THEREFORE,  in  consideration of the Loan made by Lender to Borrower,
and  other  good  and  valuable   consideration   receipt  of  which  is  hereby
acknowledged, Guarantor hereby agrees as follows:

     1. Guaranty of Payment. Guarantor unconditionally and absolutely guarantees
the punctual and full payment when due of all principal, interest and other sums
due and owing or which in the  future  become  due or owing on the Note or under
any of the other  Security  Documents,  regardless  of whether  recovery on such
indebtedness  or liability  may be or hereafter  become barred by any statute of
limitations  or such  indebtedness  or  liability  may  otherwise  be or  become
unenforceable,  and  agrees  that this  Guaranty  shall be  deemed a  continuing
Guaranty of the Loan from Lender to Borrower.

     2.  Guaranty  of  Performance.  Guarantor  unconditionally  and  absolutely
guarantees the due,  punctual and full performance and observance by Borrower of
all of the  other  terms,  covenants  and  conditions  of the Note and the other
Security  Documents,  whether  according to the present  terms  thereof,  at any
earlier or  accelerated  date or dates as provided  therein,  or pursuant to any
extension  of time or to any  change or  changes  in the  terms,  covenants  and
conditions thereof now or at any time hereafter made or granted.

                                       25

<PAGE>

     3. Waiver;  Term of Liability.  Guarantor  waives  diligence,  presentment,
protest,  notice of dishonor,  demand,  extension of time for payment, notice of
non-payment at maturity, and indulgences and notices of every kind, and consents
to any and all  forbearances  and extensions of time of payment of the Note, and
to any and all  changes in terms,  covenants  and  conditions  thereof or of the
Security  Documents;  it being the intention  hereof that Guarantor shall remain
liable as a principal  until the full amount of all sums payable  under the Note
shall have been fully paid and until the terms,  covenants and conditions of the
Note and of the Security  Documents  shall have been  performed  and observed by
Borrower,  notwithstanding  any act,  omission or thing  which  might  otherwise
operate as a legal or equitable discharge of Guarantor.

     4. Change in Borrower.  Guarantor agrees that its obligation as a Guarantor
shall not be  impaired,  modified,  changed,  released  or limited in any manner
whatsoever by any impairment, modification, change, release or limitation of the
liability of Borrower or its estate in bankruptcy,  resulting from the operation
of any  present or future  provision  of the  bankruptcy  laws or other  similar
statute, or from the decision of any court.

     5.  Actions by Lender.  Guarantor  agrees that  Lender  shall have the full
right,  in its sole  discretion  and  without  any  notice  to or  consent  from
Guarantor, from time to time and at any time and without affecting, impairing or
discharging,  in whole or in part, the liability of Guarantor hereunder:  (a) to
make any change,  amendment or  modification  whatsoever  of any of the terms or
conditions of the Note or of the Security Documents;  (b) to extend, in whole or
in part,  by renewal or otherwise,  and on one or any number of  occasions,  the
time for the payment of any  principal or interest or any other amount  pursuant
to the Note or for the  performance  of any term or  condition of the Note or of
the  Security  Documents;  (c)  to  settle,  compromise,   release,  substitute,
surrender,  modify or impair,  to enforce and exercise,  or to fail or refuse to
enforce or exercise, any claims, rights or remedies of any kind or nature, which
Lender may at any time have  against  Borrower,  or with respect to any security
interest of any kind held by Lender at any time, whether under the Note or under
the Security Documents or otherwise; and (d) to release,  substitute,  surrender
or enforce any security  interest of any kind held by Lender at any time, and to
collect  and  retain  or  liquidate  any  collateral  subject  to such  security
interest, whether under this Guaranty or otherwise.

     6. Independent  Obligation.  Guarantor agrees that Guarantor's  obligations
hereunder are  irrevocable,  and are independent of the obligations of Borrower;
that a  separate  action  or  actions  may be  brought  and  prosecuted  against
Guarantor  regardless  of  whether  any action is brought  against  Borrower  or
whether  Borrower is joined in any such action or  actions;  and that  Guarantor
waives  the  benefit of any  statute  of  limitations  affecting  its  liability
hereunder or the enforcement hereof.

     7.  Default.  In case of any default by Borrower  under any of the Security
Documents remaining uncured after any applicable notice and grace period, Lender
shall have the right (a) to enforce  its rights  under this  Guaranty  or (b) to
enforce its rights against  Borrower,  including  without  limitation its rights
under any instrument securing the payment or performance of the Loan, in any

                                       26


<PAGE>

order, and all remedies  available to Lender shall be  non-exclusive.  Guarantor
hereby  empowers  Lender,  its successors and assigns,  in its sole  discretion,
without  notice  to  Guarantor,  to  exercise  any  right or remedy it may have,
including but not limited to judicial  foreclosure,  exercise of rights of power
of sale, taking a deed or assignment in lieu of foreclosure or sale, appointment
of a receiver  to protect  the  security  or to collect  the rents and  profits,
exercise of remedies against personal property,  or enforcement of an assignment
of leases,  as to any  security,  whether  real,  personal  or  intangible,  and
Guarantor  shall be liable to Lender for any failure of such securities to fully
satisfy the Loan, even though any rights  Guarantor may have against Borrower or
others may be  diminished  or  destroyed by the exercise or election to exercise
any such  remedy.  In the  event  Lender,  in its  sole  discretion,  elects  to
foreclose  against all or any portion of the  security  given for the Loan,  the
amount bid by Lender,  provided  such bid has been as  required  by law,  or the
amount  received  by  Lender  at the sale of the  security  shall be  conclusive
evidence of the value of the security for purposes of determining  any remaining
deficiency judgment to be enforced against Guarantor. Guarantor hereby expressly
waives its rights to trial by jury in any action relating to the Guaranty.

     8. Reimbursement. Guarantor agrees that in the event that Lender retains or
engages an  attorney or  attorneys  to enforce  this  Guaranty,  Guarantor  will
reimburse  Lender  for all  expenses  incurred,  including  attorneys'  fees and
disbursements.

     9.  Jurisdiction.   Guarantor  irrevocably  submits  to  the  non-exclusive
jurisdiction  of any Colorado or Federal court sitting in Colorado in any action
or  proceeding  arising  out of or relating to this  Guaranty,  and  irrevocably
agrees  that all claims in respect of such action or  proceeding  shall be heard
and determined in such Colorado or Federal court.  Guarantor agrees that service
of  process  may be  made,  and  personal  jurisdiction  over  Guarantor  may be
obtained,   by  whatever  methods  are  provided  by  Colorado  law.   Guarantor
irrevocably  waives (a) any objection  that  Guarantor may have to the laying of
venue of any such action or  proceeding  in any of the said courts,  and (b) any
claim that it may have that any such action or proceeding has been brought in an
inconvenient forum. Guarantor agrees that a final judgment in any such action or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the  judgment or in any other  manner  provided by law.  Nothing in this
paragraph  shall affect the right of Lender to serve legal process in any manner
permitted by law. In addition,  and for the purposes of enforcing  any judgment,
Guarantor  irrevocably  consents  to  the  jurisdiction  of  the  courts  of any
jurisdiction where assets or properties of Guarantor are located.  To the extent
that  Guarantor has or hereafter may acquire any immunity from the  jurisdiction
of any court  (including,  without  limitation,  any court of Colorado or of the
United States of America) or from any legal process  (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution,
or otherwise) with respect to itself or its property,  and to the extent that in
any such  jurisdiction  there may be attributed  such  immunity  (whether or not
claimed),  Guarantor  irrevocably  and  unconditionally  agrees not to claim and
irrevocably  and  unconditionally   waives  such  immunity  in  respect  of  its
obligations  under this  Guaranty  and in  respect  of any action or  proceeding
arising out of or relating to this Guaranty.

                                       27

<PAGE>



     10.  Subrogation.  Guarantor  agrees that Guarantor  shall have no right of
subrogation  whatever with respect to the indebtedness  guaranteed  hereby or to
any collateral securing such indebtedness unless and until such indebtedness has
been paid in full.

     11. Assignment.  Lender may assign or transfer this Guaranty and its rights
hereunder, in whole or in part, in connection with the assignment or transfer of
the Loan. The benefit of this Guaranty shall  automatically pass with a transfer
or  assignment  of Lender or its  successor or assign in the Loan or any portion
thereof to any  subsequent  party to the extent of such party's  interest in the
Loan.  In the event of any such  transfer or  assignment,  this  Guaranty  shall
remain in full force and effect with respect to any interest retained by Lender.
Guarantor's obligations hereunder may not be assigned or delegated.

     12. Financial Statements. During the term of this Guaranty, Guarantor shall
provide to Lender:

     (a) as soon as  available  but no later than one hundred  and twenty  (120)
days  after the end of each  fiscal  year of  Guarantor,  a copy of the  audited
balance  sheet of  Guarantor  as of the end of such  fiscal year and the related
audited  statements of income,  changes in  stockholders'  equity and changes in
financial position of Guarantor for such fiscal year, setting forth in each case
in  comparative  form the  corresponding  figures  for the  previous  year,  all
prepared  in  reasonable  detail  and  in  accordance  with  generally  accepted
accounting  principles  ("GAAP")  consistently  applied,  and certified  without
qualification  by an  independent  certified  public  accountant  of  recognized
standing, and

     (b) as soon as available but no later than sixty (60) days after the end of
each fiscal quarter, Guarantor's balance sheet as of the end of such period, and
Guarantor's income statement for such period and for that portion of Guarantor's
financial  reporting  year ending with such period,  conforming  with  generally
accepted accounting principles consistently applied and prepared and attested by
the chief  financial  officer or controller  of Guarantor as being  complete and
correct and fairly presenting Guarantor's financial condition and the results of
Guarantor's operations, provided that Guarantor has prepared such information in
the  ordinary  course  of  business  or can  prepare  such  information  without
significant cost or expense to Guarantor; and

     (c) such  additional  information  with  respect to Guarantor as Lender may
from time to time reasonably request.

     13. Negative Covenants of Guarantor. Until all sums due and owing under the
Note and the Security Documents have been paid in full and performed,  Guarantor
hereby covenants and agrees that it shall not:

     (a) Unless  Lender  otherwise  consents  in  writing,  purchase,  redeem or
otherwise  acquire  any of its own  capital  stock or the  capital  stock of any
Affiliate (hereinafter defined),  unless the consideration paid therefor is less
than $100,000 in the aggregate on a cumulative basis.

     (b) Declare or pay any dividends.

                                       28


<PAGE>

     (c)  Without  the prior  written  consent  of  Lender,  (i) change its name
(unless  Lender is given at least 21 days' prior written notice of such change),
(ii)  discontinue its business,  (iii) make any material change in the nature or
character of its business, or (iv) reorganize, liquidate, terminate or dissolve,
whether voluntarily or involuntarily.

     (d) Without the prior written consent of Lender, directly or indirectly (i)
make any loans,  advances,  extensions of credit or capital  contributions to or
other investment in any Affiliate that is not consolidated with Guarantor in the
statements furnished to Lender pursuant to Section 12 hereof,  except in amounts
not to exceed  $100,000 in the aggregate in any calendar  year,  (ii)  transfer,
sell, assign or otherwise dispose of any assets to any Affiliate,  except in the
ordinary  course of business on terms no less  favorable to Guarantor than could
be obtained  from a third party and with prior written  notice to Lender,  (iii)
purchase or acquire assets from any Affiliate,  except in the ordinary course of
business on terms no less  favorable to Guarantor  than could be obtained from a
third  party and with prior  written  notice to  Lender,  or (iv) enter into any
other  transaction  with or for the  benefit  of any  Affiliate,  except  in the
ordinary  course of business on terms no less  favorable to Guarantor than could
be obtained  from a third  party and with prior  written  notice to Lender.  For
purposes of this  Agreement,  the term  "Affiliate"  shall have the same meaning
given to it in the Security Agreement.

     14. Affirmative Covenants of Guarantor.  Until all sums due and owing under
the  Note and the  Security  Documents  have  been  paid in full and  performed,
Guarantor hereby covenants and agrees that it shall:

     (a)  Preserve,  maintain  and keep in full force and  effect its  corporate
existence in the jurisdiction of its incorporation,  and all rights, franchises,
licenses and  privileges  necessary  or  desirable in the normal  conduct of its
business  (unless  the  failure to  maintain  any right,  franchise,  license or
privilege  would not have a material  adverse  effect on  Guarantor),  including
without  limitation all required gaming and liquor licenses;  continue to engage
in business of the same  general  type as now  conducted by it; and conduct such
business in an orderly, efficient and regular manner consistent with the conduct
of its business prior to the date hereof.

     (b) Timely file all required tax returns;  pay and  discharge  all material
taxes, assessments and other governmental charges imposed upon it; provided that
Guarantor shall not be required to pay any such tax,  assessment or charge which
is being  contested in good faith and by proper  proceedings  if Guarantor  sets
aside on its books adequate reserves therefor.

     (c) Perform in  accordance  with its terms every  contract,  agreement,  or
other  arrangement  to which  Guarantor  is a party or by which it or any of its
assets are bound,  except to the extent that (i)  Guarantor  is  contesting  the
provisions thereof in good faith and by proper proceedings,  or (ii) the failure
to comply  therewith  does not and will not, in the  aggregate,  have a material
adverse effect on the business, operations, property, or condition (financial or
otherwise) of Guarantor.

     (d)  Comply  with  all  applicable  laws,  regulations,  orders  and  other
requirements  of any court,  tribunal,  arbitrator  or  governmental  authority,
including  without  limitation  the  Colorado  gaming and liquor  license  laws,
non-compliance  with which could have a material adverse effect on the business,
operations,  property or condition  (financial or otherwise) of Guarantor and/or
Borrower.
                                       29

<PAGE>

     15.  Default.  The  occurrence  of any one or more of the  following  shall
constitute an event of default ("Event of Default") hereunder:

     (a) the breach by Guarantor of any representation,  warranty or covenant in
this Guaranty; or

     (b) a breach by Borrower of any representation, warranty or covenant in the
Note or the Security  Documents  that is not cured within the  applicable  grace
period, if any; or

     (c) the failure of Guarantor to maintain, on a consolidated basis and as of
the date of any financial  statement  provided  pursuant to Section 12 above,  a
ratio  of Net  Tangible  Equity  to  Lender  Debt of at  least .5 to 1. For this
purpose,  "Net Tangible  Equity" means  Guarantor's  total assets  (exclusive of
intangibles,  including good will, and exclusive of any assets acquired pursuant
to the Asset  Purchase  Agreement  or used in the  operations  of the Casino (as
defined in the Asset Purchase  Agreement))  minus  Guarantor's total liabilities
(exclusive of Lender Debt), and "Lender Debt" means the unpaid principal balance
of the  Note,  in each  case  to be  determined  in  accordance  with  GAAP on a
consolidated  basis. For purposes of calculating Net Tangible Equity  hereunder,
upon  payment of any Lender Debt,  Net Tangible  Equity shall be reduced by only
$.50 for each $1.00 of Lender Debt paid.

     (d) Guarantor  becomes  bankrupt or insolvent or enters into liquidation or
enters into any  arrangement or composition  with its creditors (or any of them)
or has a receiver appointed.

     16. Amendment.  This Guaranty may not be changed orally,  and no obligation
of Guarantor may be released or waived by Lender,  except by a writing signed by
Lender.

     17.  Proceeds.  Guarantor  hereby  authorizes  Lender,  without  notice  to
Guarantor,  to apply all payments  and credits  received  from  Borrower or from
Guarantor  to  payment of the Loan or the  satisfactions  of the  covenants  and
conditions  set forth in the  Security  Documents,  in such  manner  and in such
priority as Lender, in its sole judgment, shall see fit.

     18.  Notices.  All notices and other  communications  hereunder shall be in
writing and mailed, sent by facsimile  transmission or personally delivered,  if
to  Guarantor,  addressed to  Guarantor  at the address set forth  above;  if to
Lender,  addressed  to Lender at the address set forth  above;  or at such other
address as shall be designated in a written notice as provided herein.  All such
notices and  communications  shall be effective,  when mailed  (certified  mail,
return  receipt  requested),   when  deposited  in  the  U.S.  mail,  and,  when
transmitted or delivered, upon receipt, addressed as aforesaid.

     19. Captions.  The section headings in this Guaranty are for convenience of
reference only and are not to be considered a part hereof and shall not limit or
otherwise affect any of the terms hereof.

                                       30

<PAGE>

     20. Binding Effect.  Guarantor agrees that this Guaranty shall inure to the
benefit of and may be enforced by Lender and its successors and assigns, and any
subsequent  holder of the Note or any other promissory note given by Borrower to
Lender,  and  shall  be  binding  upon and  enforceable  against  Guarantor  and
Guarantor's successors or assigns.

     21.  Governing  Law.  This  Guaranty  shall be governed by and construed in
accordance  with the laws of Colorado (but not including the choice of law rules
thereof).

     22. Reasonableness.  Section 13 hereof contemplates that Guarantor may seek
Lender's  consent  to  take  actions  which  are  otherwise  prohibited  by this
Guaranty.  The Lender hereby agrees to act reasonably in considering  whether to
grant or withhold consent to the actions otherwise prohibited by paragraphs (a),
(c) or (d) of Section 13, meaning that such consent will be provided  unless the
Lender believes in good faith that the proposed  action (or omission)  adversely
affects in any material  respect the likelihood of the Loan being repaid in full
in accordance with the terms of the Note. With respect to any consent  requested
by Guarantor,  if  Guarantor's  request is not responded to by Lender within ten
(10) business days after Lender has received a written  request from  Guarantor,
Guarantor may provide notification to Lender of such fact and Lender agrees that
any such consent shall be deemed granted if Guarantor's request is not responded
to within three (3) business days following receipt of such written notice.

     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of
the day and year first above written.



WITNESS:                           CENTURY CASINOS, INC., a Delaware Corporation

/s/ Erwin Haitzmann                By:  /s/James D. Forbes
- -----------------------                -------------------------
    Erwin Haitzmann                By:     James D. Forbes
    Chairman                               President

                                       31

<PAGE>

                                 EXHIBIT 10.62

                 BUILDING LEASE DATED AS OF JULY 1, 1996, AMONG
               TJL ENTERPRISES, INC., WMCK ACQUISITION CORP. AND
               CENTURY CASINOS, INC., TOGETHER WITH MEMORANDUM OF
               BUILDING LEASE WITH OPTION TO PURCHASE DATED AS OF
                      JULY 1, 1996, AMONG THE SAME PARTIES

                                       32
<PAGE>



                                 BUILDING LEASE

     THIS LEASE,  made and entered into this 1st day of July, 1996,  between TJL
Enterprises,  Inc., a Colorado  corporation,  hereinafter called the LESSOR, and
WMCK Acquisition  Corp., a Delaware  corporation,  and Century Casinos,  Inc., a
Delaware corporation, hereinafter collectively called Lessee.

                              W-I-T-N-E-S-S-E-T-H:

     THAT IN CONSIDERATION  of the payment of rent hereinafter  provided and the
keeping and performance of each of the covenants and agreements  hereinafter set
forth by the  Lessee,  Lessor  has and does  hereby  lease  unto the  Lessee the
following  described  premises and  building  located  thereon,  situated in the
County of Teller,  State of Colorado,  to wit:  Lot 18,  Block 21,  Fremont (now
Cripple  Creek),  commonly  known as 208 East  Bennett  Avenue,  Cripple  Creek,
Colorado 80813 ("Premises").

     TO HAVE AND TO HOLD the same unto the Lessee  from 12:00  o'clock  midnight
July 1, 1996 to 12:00 o'clock  midnight June 30, 2006, at and for a rental,  for
the full term  aforesaid of One Million  Seven  Hundred  Fifty-two  Thousand and
no/100 ($1,752,000.00)  payable in monthly installments of Fourteen Thousand Six
Hundred  and no/100  ($14,600.00)  on or before  the third day of each  calendar
month during the term at Lessor's  Pueblo,  Colorado,  address set forth in this
Lease.

     TRIPLE NET LEASE.  It is the  understanding  and  agreement  of the parties
hereto that this is a Triple Net Lease, Lessee to bear all expenses and make all
payments  consistent with the principle of a Triple Net Lease unless  stipulated
otherwise herein: and Lessee hereby assumes and agrees to perform all duties and
obligations  with relation to the premises,  the improvements  thereon,  and the
appurtenances  thereto, as well as the use, operation,  and maintenance thereof,
even though such duties and obligations would otherwise be construed to be those
of Lessor provided,  however, that Lessee shall not be required to pay any prior
existing  mortgages or any future  mortgages  that are placed on the property by
Lessor.  Lessee  shall have the same rights as Lessor under all  guaranties  and
warranties  by building  contractors  and  suppliers of materials  and equipment
installed in the Premises.

     PAYMENT OF REAL ESTATE TAXES AND  ASSESSMENTS.  The parties  agree that, as
part of the  consideration  for the Lease and in addition to the rent  provided,
Lessee shall,  after the  commencement of the term of this Lease, and during the
remainder of the term of this Lease and any renewal or extension thereof, pay to
the public officers  charged with the collection  thereof,  promptly as the same
become  due,  all  taxes,  levies,  licenses,  excises,   franchises,   imposts,
penalties,  and charges,  general and special,  ordinary and  extraordinary,  of
whatever  name,  nature,  and kind,  which are now or may  hereafter  be levied,
assessed,  charged, or imposed, which are or may become a lien (whether federal,
state,   city,   county,  or  other  public  authority)  upon  this  Lease,  the
above-described  Premises,  the use or  occupancy  thereof,  the  buildings  and
improvements now or hereafter situated thereon, or upon the occupants in respect
thereof.  It is agreed that the above taxes shall not be in any way construed to
include any federal or state income taxes assessed against Lessor.

                                       33

<PAGE>

     In the event  Lessee  should  fail to pay the taxes or  assessments  herein
required to be paid by Lessee, prior to the date when a delinquent rate would be
imposed,  then Lessor may,  at its option  (ten (10) days prior  written  notice
having been given to Lessee), pay such taxes to the public officers charged with
the  collection  thereof,  and the amount or amounts of money so paid by Lessor,
together with interest on all such amounts at the rate of 18% (eighteen percent)
per annum,  shall be repaid by Lessee to Lessor  upon  demand,  and the  payment
thereof may be collected or enforced by Lessor in the same manner as though said
amounts were an  installment or rent  specifically  required by the terms of the
Lease agreement to be paid by Lessee to Lessor upon the date when Lessor demands
repayment thereof;  the election of Lessor to pay such taxes shall not waive the
default thus committed by Lessee.

     OTHER  TAXES.  Lessee  agrees  that  during  the term of this  Lease or any
extension or renewal  thereof,  it will pay to the public officers  charged with
the  collection  thereof any use tax,  sales tax and personal  property tax that
might be imposed by any  governmental  body against  either  Lessor or Lessee by
reason of the  occupancy  of the  Premises  and  payment of rental  therefor  by
Lessee;  and Lessee further  covenants and agrees to pay such tax or taxes prior
to the same  becoming  delinquent  and to furnish  unto Lessor  evidence of such
payment.  In the event Lessee  should fail to pay such use or sales taxes,  then
Lessor,  at its sole option,  (ten (10) days prior  written  notice  having been
given to  Lessee)  may pay said tax or taxes,  and the  amount so paid by Lessor
together with interest on all such amounts at the rate of 18% (eighteen percent)
per annum shall be added to and become additional rental to be paid by Lessee to
Lessor.

     THE LESSEE  AGREES to pay the rent and all  charges for all  utilities  and
taxes promptly when due; if said rent is not paid within ten (10) days from date
due,  to  pay  all  reasonable  costs  and  expenses  of  litigation,  including
reasonable  attorney  fees  incurred by Lessor  because of nonpayment of rent or
other  breach by Lessee,  whether or not said  litigation  proceeds to judgment.
Should  Lessor be in default or breach of this Lease,  Lessee  shall give Lessor
written notice of same, and, if the default is not cured within thirty (30) days
thereafter,  Lessee shall be entitled to reasonable  attorneys fees in enforcing
Lessee's rights.

     THE LESSEE AGREES to keep all improvements  upon said Premises,  including,
but not limited to, all fixtures, all sewer connections,  plumbing,  heating and
air-conditioning equipment,  wiring, electrical service and glass, in good order
and repair and to maintain the exterior  walls and roof,  ordinary wear and tear
excepted.

     THE  LESSEE  AGREES  not to  install  signs on the  exterior  of the Leased
Premises,  not to order any repairs whatsoever at the expense of the Lessor, nor
to make any improvements, alterations, or changes or redecorations to the Leased
Premises  without first  obtaining the written  consent of the Lessor.  Lessor's
consent  shall not be  unreasonably  withheld.  All  improvements,  alterations,
changes,  or redecorations of the Leased Premises shall be made at Lessee's sole
cost and expense. Lessee shall not permit or allow liens to be filed against the
Leased  Premises  and prior to ordering and repairs or  remodeling  Lessee shall

                                       34

<PAGE>

timely post notice that Lessor's  interest in the Leased Premises is not subject
to any lien in accordance  with C.R.S.  38-22-105.  Lessee shall, if directed in
writing by Lessor, upon termination of this Lease immediately  replace,  remove,
or change  walls or fixtures  and restore  the Leased  Premises to its  original
condition.

         THE LESSEE  AGREES at the  expiration  of this Lease to  surrender  and
deliver up said Premises, including, but not limited to, all fixtures, including
fixtures on inventory  list attached as Exhibit A, heating and  air-conditioning
equipment,  plumbing, sewer connections,  wiring and glass, in as good order and
condition as when the same were entered upon, loss by fire,  insurable  accident
or ordinary wear and tear expected.

         THE LESSEE  AGREES to sublet no part of said  Premises  nor assign this
Lease or any interest  herein,  without the written  consent of the Lessor first
being obtained. Lessor's consent shall not be unreasonably withheld.

         THE LESSEE AGREES to use said Leased  Premises only for the purpose set
forth in the following  paragraph,  and for no purpose prohibited by the laws of
the United  States,  the State of  Colorado,  or the  ordinances  of the City of
Cripple Creek, now in force or hereafter enacted; to promptly observe and comply
with or  execute,  at its own  expense,  all  present  and future  laws,  rules,
requirements,  orders,  directions,  ordinances,  and  regulations of the United
States of  America,  or of any State,  City or  municipality  and of any and all
other government authorities or agencies that have jurisdiction.

         THE LESSEE AGREES to keep all sidewalks and parking area free from ice,
litter,  dirt, debris and  obstructions:  to keep said Premises clean and in the
sanitary  condition  required by all ordinances and health,  sanitary and police
regulations;  and to use said  Premises  for the  purpose  of casino  and gaming
establishment, gift shop, and restaurant.

         THE  LESSEE  AGREES  neither  to permit  nor  suffer  any  unreasonable
disorderly conduct or nuisance about said premises.

         THE LESSEE AGREES neither to hold nor attempt to hold the Lessor liable
for any injury or damage to  persons or  property  either  proximate  or remote,
including,  but not limited to, those  arising from the use of said  Premises by
Lessee,  or from  repairs,  alterations,  injury or accident  occurring  on said
Premises or other parts of Lessor's  property not herein leased,  or on adjacent
Premises,  or occasioned by defective  electric wiring,  or breakage or stoppage
resulting  from freezing or otherwise,  or for any water damage to the fixtures,
equipment, or merchandise of Lessee in the Leased Premises unless said injury is
due to negligent acts or omissions of Lessor.

         THE LESSEE AGREES  neither to permit nor suffer said  Premises,  or the
walls or floors thereof, to be endangered by overloading.

         THE LESSEE AGREES that none of Lessor's personal property referenced on
Exhibit B shall be moved in any  material  respect or removed  without  Lessor's
consent.

                                       35

<PAGE>

     THE LESSEE AGREES that if the Lessee  removes brick or other  material from
the Premises, the Lessee shall, at the Lessee's expense, remove such material to
a mutually agreed location, shall retain such material to the extent required by
law  and  shall  restore  such  removed  material  to  the  extent  possible  on
termination of the Lease.

     THE LESSEE AGREES to permit the Lessor at any reasonable hour of the day to
enter into or upon and to go through and inspect said Premises.

     THE LESSEE  AGREES to indemnify  and save Lessor  harmless from any and all
claims,  demands,  expenses,  fines,  attorney fees, suits, causes of action and
liability  for any damage or injury to persons or property  through  accident or
casualty occurring on any portion of the Leased Premises or arising out of or in
any way connected  with Lessee's use of the Leased  Premises,  or as a result of
any act or  omission  of Lessee,  its agents or  employees.  Lessee  shall carry
worker's  compensation  insurance as required by law and  comprehensive  general
liability insurance  including bodily and property damage,  requiring the giving
of thirty (30) days'  notice to Lessor  prior to  cancellation,  termination  or
change in such insurance during the term hereof covering Lessee as named insured
and Lessor as  additional  insured with an  insurance  company  satisfactory  to
Lessor for limits of not less than $1,000,000 per claim occurrence. Lessee shall
no less frequently  than annually  provide Lessor  certificates  thereof showing
such insurance to be in force.

     THE  LESSEE  AGREES at its cost,  to obtain  concurrent  with the taking of
occupancy of the demised Premises,  and to maintain at all times during the term
of this Lease, with insurance companies qualified to do business in the State of
Colorado  and having a general  policyholder's  rating of A+, fire and  extended
coverage  insurance  upon  the  demised  Premises  in the  amount  equal  to the
replacement cost of the demised Premises and  improvements  thereon.  The policy
shall  waive  subrogation  rights  against  Lessor and Lessee  agrees to make no
claims  against  Lessor.  All policies of insurance or  certificates  thereof as
provided in this  paragraph  shall be  delivered  to Lessor and shall be renewed
from time to time by Lessee so that at all times the insurance protection herein
provided shall continuously exist.

     In the event of the destruction of the improvements  located on the demised
Premises  so as to render the  Premises  or a portion  thereof  untenantable  by
Lessee,  it shall be the  obligation  of Lessor,  as  hereinafter  provided for,
promptly to repair or rebuild the building and  improvements as well as possible
to their  original  condition,  and the proceeds  collected  from the  insurance
policy or policies  herein  described  shall be made available to Lessor for the
purposes of effecting such repair or  restoration,  and the parties hereto agree
that such  insurance  proceeds shall be first applied to the cost of any repairs
and restoration before using any portion thereof for any other purposes.

     In the event that there shall  remain any  portion of the  proceeds of such
insurance policy or policies after the repair and reconstruction of any building
or  improvements  to a  condition  equal to the former  condition  thereof,  and
provided no condition of default  exists on the part of Lessee  herein under the
terms of this Lease, then any such excess shall be paid to Lessee herein. Lessee
shall be  entitled  to all  insurance  proceeds  representing  the  value of the
leasehold  improvements being paid for by Lessee (together with all replacements
thereof and additions thereto).

                                       36

<PAGE>

     Lessee  covenants  and agrees with Lessor that Lessee will pay the premiums
for all of the  insurance  policies  that Lessee is obligated to carry under the
terms of this Lease and that  Lessee  will  deliver to Lessor  evidence  of such
payment before the payment of any such premiums  becomes in default;  and Lessee
will cause  renewals  of expiring  policies  to be written  and the  policies or
copies  thereof,  as Lessor  may  require,  to be  delivered  to Lessor at least
fifteen  (15) days before the  expiration  date of such  expiring  policies.  If
obtainable, such policy or policies of insurance shall provide that the same may
not be canceled  without  giving at least  thirty (30) days' notice to Lessor of
intent to cancel.

     Anything to the contrary herein  notwithstanding,  the parties hereto agree
that the provisions of this paragraph  shall be subject to the  requirements  of
any  institutional  lender now or at any time hereafter  holding a lien upon the
demised Premises,  including,  without limitation thereto, the types and amounts
of coverage, the named insureds, the insurers, and the right of the mortgagee to
apply any insurance proceeds on account of the debt.

     IT IS MUTUALLY  AGREED that if,  after the  expiration  of the term of this
Lease,  Lessee shall remain in possession of the Leased Premises and continue to
pay rent without any express  written  agreement as to such holding  over,  then
Lessee agrees that all terms and covenants of this Lease shall remain in effect,
except that Lessee shall be a tenant from month to month at a monthly  rental to
be mutually  agreed to by Lessor and Lessee;  however rent  payable  shall be no
less than the amount paid during the month  previous  to the  expiration  of the
term.

     IT IS MUTUALLY  AGREED that if the Lessee  shall be declared  insolvent  or
bankrupt,  or if any  assignment of the Lessee's  property shall be made for the
benefit of creditors or  otherwise,  or if Lessee's  leasehold  interest  herein
shall be levied  upon  under  execution,  or seized by virtue of any writ of any
Court of law,  or a  Trustee  in  Bankruptcy  or a  Receiver  appointed  for the
property of the Lessee,  whether under the operation of the state or the federal
statutes,  then and in any such case,  the Lessor may, at his option,  after the
expiration  of fifteen  (15) days from the date of service of written  notice to
Lessee,  terminate this Lease and immediately  retake possession of the Premises
without  the same  working  any  forfeiture  of the  obligations  of the  Lessee
hereunder;  and it is  further  agreed  that  in  the  event  of  any  of  these
happenings,  or the termination or expiration of this Lease as herein  provided,
the Lessor shall have a lien for the payment of rent  provided for in this Lease
upon all the  furniture,  equipment,  inventory and fixtures of the Lessee which
are or may be put in or upon the Leased Premises,  and such lien may be enforced
by the taking and sale of such property in the same manner as provided under the
Colorado Uniform Commercial Code.

     IT IS MUTUALLY AGREED that if the rent above reserved, or any part thereof,
shall  be in  default,  or in  case  of a  breach  by the  Lessee  of any of the
covenants  or  agreements  herein,  the  said  Lessor  may  declare  this  Lease
terminated,  and  after the  expiration  of  fifteen  (15) days from the date of
service of written notice to that effect, if said breach or default has not been
fully corrected,  be entitled to the possession of said premises without further

                                       37
<PAGE>

notice or demand; and further,  that in case the Lessor shall become entitled to
the possession of the Premises  either by the expiration of this Lease or by any
violation of any term or provision as herein  provided  for, and the said Lessee
shall refuse to surrender and deliver up the  possession of the Premises,  after
the service of said notice as aforesaid, then and in that event, the said Lessor
may, without further notice or demand, enter into and upon said premises, or any
part thereof, and take possession thereof and repossess them, and expel, remove,
and put out of possession the Lessee, using such help, assistance,  and force in
so doing as may be needful and proper,  without  prejudice to any remedy allowed
by law, available in such cases.



     IT IS  MUTUALLY  AGREED that in case the  Premises  are left vacant and any
part of the rent herein reserved be due and unpaid, then the Lessor may, without
in anyway being obligated to do so, and without  terminating this Lease,  retake
possession  of the  Premises  and rent the same  for such  rent,  and upon  such
conditions as the Lessor may think best,  making such changes and repairs as may
be required  giving  credit for the amount of rent so received less all expenses
of such charges and repairs,  and said Lessee shall be liable for the balance of
the rent herein reserved until the expiration of this Lease.

     IT IS MUTUALLY AGREED that no assent,  expressed or implied,  to any breach
of any one or more of the covenants and  agreements  hereof,  shall be deemed or
taken to be a waiver  of any  succeeding  or other  breach  of any  covenant  or
agreement  hereof and  acceptance of rent with knowledge of any breach shall not
constitute waiver of said breach by Lessor.

     IT IS MUTUALLY AGREED that Lessee, if not in default under any of the terms
and provisions  hereof,  may, at the expiration of the original term and renewal
terms, if any, remove any equipment,  store and business fixtures  installed and
paid for by Lessee,  provided that said Lessee  shall,  at Lessee's own expense,
immediately repair any and all damage to the Premises occasioned by said removal
and  restore  the  Premises to as good  condition  as when same was  received by
Lessee, ordinary wear and tear excepted.

     IT IS  MUTUALLY  AGREED all  notices  which are to be made by either  party
shall be made by mailing same,  certified  mail, and such notice shall be deemed
to have been served on the date of such mailing.  All notices to Lessor shall be
mailed to 114 West Seventh Street,  Pueblo,  Colorado 81003,  and all notices to
Lessee  shall be  mailed to 50 S.  Steele  St.,  Suite  755,  Denver,  CO 80209,
Attention:  Brad Dobski, or at such other addresses as Lessor or Lessee may from
time to time  designate  in writing  to the other.  In  addition,  Lessor  shall
simultaneously  mail a copy of any  notices  to Lessee  hereunder  to Gold Creek
Associates,  L.P., c/o Cooper Perskie April Niedelman Wagenheim & Levenson, 1125
Atlantic Avenue, Atlantic City, New Jersey 08401-4891 Attn.: Anthony P. Monzo in
connection  with a Collateral  Assignment of Lease dated the date hereof between
Lessee and Gold Creek Associates, L.P.

     IT IS  MUTUALLY  AGREED  if any  term or  provisions  of the  Lease  or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
invalid or unenforceable, all other provisions of this Lease, or the application
of such term or  provision  to persons or  circumstances  other than those as to
which it is held invalid or unenforceable, shall not be affected thereby.

                                        38

<PAGE>

     IT IS MUTUALLY AGREED where  applicable,  the singular  includes the plural
and the neuter includes the male or female.

     IT IS MUTUALLY  AGREED this Lease shall be deemed to have been executed and
be governed  exclusively by the  provisions  hereof and the laws of the State of
Colorado.

     IT IS  MUTUALLY  AGREED in the  event  that  Lessor  mortgages  the  Leased
Premises or assigns this Lease as collateral security for loan purposes,  Lessee
agrees to subordinate its interest to said assignment or mortgage and to execute
all instruments deemed necessary by Lessor or Lessor's assignees or mortgagee to
complete and  effectively  carry out the intent and purpose of said  mortgage or
collateral  assignment;  provided,  however, that in the event of foreclosure of
said mortgage or assignment,  this Lease and Lessee's  interest herein shall not
be  divested or in any way  affected  so long as Lessee  shall not be in default
under the terms of this Lease.

     IT IS MUTUALLY  AGREED all the terms and covenants of this Lease  Agreement
shall  be  binding   upon  and  apply  to  the  heirs,   assigns  and   personal
representatives  of the Lessor and Lessee or any person  claiming by, through or
under either of them or their agents and attorneys.

     IT IS MUTUALLY AGREED if the Leased Premises shall be taken or condemned in
whole or in part for public  purpose,  then the term of this Lease shall, at the
option of the Lessor,  forthwith  cease and terminate,  the Lessor shall receive
the entire award for land and building; the current rent, however, shall in such
case abate proportionately.

     IT IS MUTUALLY AGREED if not in default  hereunder,  Lessee shall after the
effective term of the Lease,  have the right and option to renew said lease, for
an additional  period of time to equal the period of time of the original lease,
to have and to hold the same unto the said Lessee from 12:00  o'clock  midnight,
July 1, 2006, to 12:00 o'clock midnight, June 30, 2016, at and for a rental, for
the full term aforesaid, to be negotiated a minimum of ninety (90) days prior to
the expiration of the original lease.

     IT IS MUTUALLY  AGREED if not in default  hereunder,  Lessee shall have the
right  and  option  to  purchase  the   Premises  for  the  purchase   price  of
$2,000,000.00 (Two Million and no/100 Dollars) commencing one year following the
commencement of this lease term and continuing thereafter throughout the term of
the lease.  If Lessee elects to exercise this purchase  option,  a closing shall
occur within sixty (60) days following  Lessor's  receipt of Lessee's  notice of
election to purchase ("Exercise").  Lessee's obligation to purchase the Premises
following its Exercise of its purchase  option shall be  contingent  upon Lessor
delivering  title to Lessee for the  Premises by general  warranty  deed subject
only to those exceptions which Lessee determines are reasonably acceptable and a
title policy  insuring  title in Lessee in the full amount of the purchase price
and subject to the permitted exception referenced on the deed above described.

                                       39

<PAGE>

     IT IS MUTUALLY  AGREED that the  obligations of Lessee  hereunder  shall be
joint and several.

     IT IS MUTUALLY AGREED that this Lease may be executed in counterparts, each
of which shall constitute an original.


                             LESSOR

                             TJL ENTERPRISES, INC., a Colorado corporation


                                  /s/ Louie D. Carleo
                                --------------------------------------
                                       Louie D. Carleo   
                                        Secretary/Treasurer



                                 LESSEE:

                                 WMCK ACQUISITION CORP., a Delaware corporation


                                  /s/ James Forbes
                                --------------------------------------
                                       James Forbes    
                                        President

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



                                CENTURY CASINOS, INC., a Delaware corporation

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


                                /s/ James Forbes
                                --------------------------------------
                                       James Forbes    
                                        President

                                       40
<PAGE>

                          MEMORANDUM OF BUILDING LEASE
                             WITH OPTION TO PURCHASE



     THIS   MEMORANDUM  OF  BUILDING   LEASE  WITH  OPTION  TO  PURCHASE   (this
"Memorandum")  is made and entered into as of the 1st day of July,  1996 between
TJL ENTERPRISES,  INC., a Colorado corporation ("Lessor"),  and WMCK ACQUISITION
CORP., a Delaware corporation, and CENTURY CASINOS, INC., a Delaware corporation
("Lessee"), with respect to the following:

     1. LEASE OF PREMISES.  Lessor has leased and demised to Lessee,  and Lessee
leased from Lessor that  certain  real  property  located in the City of Cripple
Creek,  County of Teller,  State of  Colorado,  more  particularly  described on
Exhibit A attached hereto and incorporated herein by reference (the "Premises"),
pursuant to and on the terms and  provisions of that certain  Building  Lease of
even date herewith (the "Lease").  The provisions of the Lease are  incorporated
into this Memorandum by this reference as if set out in full herein.

     2.  INITIAL  TERM.  The initial  term of the Lease shall  commence at 12:00
midnight  on July 1,  1996  ("Commencement  Date")  and  shall  expire  at 12:00
midnight  on June 30,  2006  subject to earlier  termination  as provided in the
Lease ("Initial Term").

     3. EXTENDED  TERMS.  Pursuant to and subject to the conditions set forth in
the Lease,  Lessee  shall have the right to extend the Initial Term of the Lease
for an  additional  period of time equal to the  period of time of the  original
lease,  upon the same terms and conditions as set forth in the Lease  applicable
to the Initial Term,  subject to adjustment of rent pursuant to the terms of the
Lease.

     4. OPTION TO  PURCHASE.  Lessee shall have the right and option to purchase
Lessor's  fee  interest in the  Premises  pursuant to the terms,  covenants  and
conditions set forth in the Lease. The term of the Option commences one (1) year
after the  Commencement  Date and continues  through the Initial  Term,  and any
extended term pursuant to Lessees's right to extend set forth above, all as more
particularly set forth in the Lease.

     5. PURPOSE OF MEMORANDUM.  This Memorandum is prepared and executed for the
purpose of  recordation  and in no way modifies the terms and  provisions of the
Lease. In the event of any inconsistency  between the terms of the Lease and the
terms of this Memorandum,  the terms of the Lease shall prevail. This Memorandum
may be executed in counterparts, each of which shall constitute an original.

                                       41

<PAGE>

     IN WITNESS  WHEREOF,  the parties have executed this Memorandum of Building
Lease with Option to Purchase as of the day and year first above written.

                                 LESSOR:

                                 TJL ENTERPRISES, INC., a Colorado corporation


                                  /s/ Louie D. Carleo
                                --------------------------------------
                                       Louie D. Carleo   
                                        Secretary/Treasurer



                                 LESSEE:

                                 WMCK ACQUISITION CORP., a Delaware corporation


                                  /s/ James Forbes
                                --------------------------------------
                                       James Forbes    
                                        President



                                CENTURY CASINOS, INC., a Delaware corporation


                                /s/ James Forbes
                                --------------------------------------
                                       James Forbes    
                                        President

                                       42


<PAGE>


                                    EXHIBIT A
                         (Legal Description of Property)


          Lot 18, Block 21, Fremont (now Cripple Creek), Teller County,
              Colorado, commonly known as 208 East Bennett Avenue,
                         Cripple Creek, Colorado 80813

                                       43

<PAGE>

                                 EXHIBIT 10.63

           FOUR PARTY AGREEMENT, ASSIGNMENT AND ASSUMPTION OF LEASE,
             CONSENT TO ASSIGNMENT OF LEASE, CONFIRMATION OF OPTION
          AGREEMENT AND ESTOPPEL STATEMENTS DATED AS OF JULY 1, 1996,
          AMONG HAROLD WILLIAM LARGE, TELLER REALTY, INC., GOLD CREEK
                  ASSOCIATES, L.P., AND WMCK ACQUISITION CORP.

                                       44

<PAGE>


            FOUR PARTY AGREEMENT, ASSIGNMENT AND ASSUMPTION OF LEASE,
             CONSENT TO ASSIGNMENT OF LEASE, CONFIRMATION OF OPTION
                        AGREEMENT AND ESTOPPEL STATEMENTS

     THIS FOUR PARTY AGREEMENT,  ASSIGNMENT AND ASSUMPTION OF LEASE,  CONSENT TO
ASSIGNMENT OF LEASE,  CONFIRMATION OF OPTION  AGREEMENT AND ESTOPPEL  STATEMENTS
(the "Four Party Agreement") is entered into as of this 1st day of July, 1996 by
and between HAROLD WILLIAM LARGE, an Individual ("Large"),  TELLER REALTY, INC.,
a Colorado  corporation  ("Teller"),  GOLD CREEK ASSOCIATES,  L.P., a New Jersey
limited  partnership   ("Assignor")  and  WMCK  ACQUISITION  CORP.,  a  Delaware
corporation ("Assignee") with respect to the following:

                                    RECITALS

     A. Large, as "Seller"  thereunder,  and Teller, as "Purchaser"  thereunder,
entered  into that  certain  "Agreement"  dated  August  31,  1994 (the  "Master
Lease"),  a copy of which is attached as Exhibit "A" hereto and is  incorporated
herein by this reference, pursuant to which, among other things, Large leased to
Teller  certain  real  property  and the  improvements  thereto and the personal
property therein located at 220 East Bennett Ave., Cripple Creek,  Colorado more
particularly  defined as the "Property" in the Master Lease.  (Capitalized terms
not  otherwise  defined  herein  shall have the meaning  ascribed to them in the
Master Lease);

     B. In addition to the parties' agreement  concerning  Teller's lease of the
Property,  the terms of the Master  Lease  grant to Teller a Purchase  Option to
acquire fee title to the Property  (the "Master  Option"),  which Master  Option
Teller is entitled to exercise at any time on or before six (6) months  prior to
expiration of the Master Lease, all as more  particularly set forth in Section B
of the Master Lease;

     C. Teller, as "Lessor"  thereunder,  and Assignor,  as "Lessee" thereunder,
entered  into that  certain  "Agreement"  dated May 1, 1995,  as amended by that
certain "Addendum To Agreement" of even date (the "First Addendum"), and by that
certain "Second Addendum To Agreement" of even date (the "Second Addendum") (the
Agreement  as  amended  by the  First  Addendum  and  the  Second  Addendum  are
collectively referred to herein as the "Sublease"),  a copy of which is attached
as Exhibit "B" hereto and is incorporated herein by this reference,  pursuant to
which Teller (i) subleased to Assignor all of Teller's right, title and interest
as "Purchaser" under the Master Lease, and (ii) granted to Assignor an option to
acquire  fee title to the  Property  through  Teller's  rights  under the Master
Option (the "Sub-Option"), all as more particularly set forth in the Sublease;

     D. By that certain letter dated April 28, 1995, Large consented to Teller's
sublease  of the  Property,  and by  execution  of the  Second  Addendum,  Large
consented to all of the terms of the Sublease,  including,  without  limitation,
the granting by Teller of the  Sub-Option,  all as more  particularly  set forth
therein;

                                       45

<PAGE>

     E. Pursuant to the terms of that certain "Asset Purchase  Agreement"  dated
as of September 27, 1995 (the "Asset Purchase  Agreement"),  Assignor has agreed
to sell to Assignee,  and Assignee has agreed to acquire from  Assignor,  all of
Assignor's  right,  title and  interest  in and to the Assets (as defined in the
Asset Purchase Agreement), which Assets include, without limitation,  Assignor's
right, title and interest as "Lessee" under the Sublease,  and all of Assignor's
right, title and interest in and to the Sub-Option, all as more particularly set
forth in the Asset Purchase Agreement; and

     F.  Assignor,  Assignee,  Teller and Large are now each  entering into this
Four Party  Agreement in order to, among other things,  (i) evidence  Assignor's
irrevocable  assignment  of all of its right,  title and  interest in and to the
Sublease  and the  Sub-Option  to Assignee  effective as of the Closing Date (as
defined in the Asset Purchase  Agreement)  (hereinafter,  the "Effective Date"),
(ii) confirm  among each of the parties  hereto the  existence and status of the
Master  Lease,  the Master  Option,  the Sublease and the  Sub-Option  as of the
execution  date of this Four Party  Agreement and as of the  Effective  Date, as
more  particularly set forth herein,  and (iii) confirm and evidence Large's and
Teller's  consent to the  assignment  of the  Sublease and the  Sub-Option  from
Assignor to Assignee as evidenced by this Four Party Agreement,  and Large's and
Teller's  agreement  to  recognize  Assignee's  rights to the  Sublease  and the
Sub-Option following Assignor's assignment of the same to Assignee,  all as more
particularly set forth herein.

                                    AGREEMENT

     NOW,   THEREFORE,   in   consideration   of  the   premises,   the   mutual
representations,  warranties and covenants  contained herein, and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Assignor, Assignee, Teller and Large each hereby agree as follows:

                                     ARTICLE
                                        I
                 ASSIGNOR'S ASSIGNMENT AND ASSIGNEE'S ASSUMPTION
                           OF SUBLEASE AND SUB-OPTION

     1.1  Assignor's  Assignment  of Sublease and  Sub-Option.  Assignor  hereby
irrevocably  and  unconditionally  assigns and  transfers  to  Assignee,  all of
Assignor's right, title and interest as "Lessee" under the Sublease,  including,
without  limitation,  all of Assignor's right,  title and interest in and to the
Sub-Option,  which assignment shall be immediately  effective upon the Effective
Date.  Assignor hereby represents and warrants,  as of the date of its execution
of this Four Party Agreement and reaffirmed as of the Effective Date,  that: (i)
it is the sole owner of the entire  "Lessee's"  interest in and to the  Sublease
and the  Sub-Option,  (ii) the  Sublease and the  Sub-Option  are each valid and
enforceable  and  have not been  altered,  modified  or  amended  in any  manner
whatsoever  other  than as  shown  in  Exhibit  "B",  and  (iii)  to  Assignor's
knowledge, the "Lessor" named in the Sublease is not in default under any of the
terms,  covenants or conditions  thereof.  Assignor  hereby  protects,  defends,
indemnifies  and holds  Assignee  harmless  from and against any and all losses,
claims,  liabilities,   costs  and  expenses,   including,  without  limitation,
attorneys' fees and court costs, arising from or otherwise related to any act or
omission by or on behalf of Assignor  from or in  connection  with the  Sublease

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<PAGE>

and/or the Sub-Option  occurring  prior to the Effective  Date.  Assignee hereby
protects, defends,  indemnifies and holds Assignor harmless from and against any
and all losses,  claims,  liabilities,  costs and expenses,  including,  without
limitation,  attorneys' fees and court costs,  arising from or otherwise related
to any act or omission by or on behalf of Assignee  from or in  connection  with
the Sublease and/or the Sub-Option occurring after the Effective Date.     

     1.2 Assignee's  Assumption of Lease.  Assignee hereby assumes and agrees to
perform,  from and  after the  Effective  Date,  each and all of the  covenants,
conditions  and  obligations of "Lessee" under the terms of the Sublease and the
Sub-Option  (the  "Obligations"),  and  further  agrees  that it shall be solely
responsible and liable for all such  Obligations  which arise under the Sublease
and the Sub-Option following the Effective Date.

                                     ARTICLE
                                       II
                   CONFIRMATION, CONSENT AND ESTOPPEL OF LARGE

     2.1 Large's  Consent to Assignment of Sublease.  Pursuant to the provisions
of the Master Lease, including,  without limitation, the provisions of paragraph
14 thereof,  Large hereby  irrevocably  and  unconditionally  (i)  reaffirms its
consent to Teller's  sublease of the Property to Assignor  pursuant to the terms
of the Sublease and the Sub-Option,  and (ii) consents to Assignor's  assignment
of all of its right,  title and interest in the Sublease and the  Sub-Option  to
Assignee,  and to Assignee's  assumption of all of the  obligations  of Assignor
thereunder,  and agrees to recognize Assignee as the "Lessee" under the Sublease
and the  Sub-Option  for all  purposes  as  though  Assignee  were the  original
"Lessee" thereunder, all as more particularly set forth above.

     2.2 Notices; Right to Cure. From and after the Effective Date, Large agrees
that,  in  addition to the  requisite  notices  required  under the terms of the
Master  Lease and the Master  Option,  copies of any and all  future  notices or
communications  permitted  or  required  under the  Master  Lease and the Master
Option shall be sent to Assignee at the following address:

                           50 South Steele Street, Suite 755
                           Denver, Colorado 80209
                           Attention:  Peter Hoetzinger

     Large  hereby  acknowledges  and  reaffirms  his  agreement  set  forth  in
paragraph 5 of the Second Addendum concerning Assignor's rights to cure defaults
under the Master Lease and the Master Option (and following the Effective  Date,
Assignee's  right to so cure  such  defaults),  and by way of  confirmation  and
clarification  thereof,  Large hereby agrees that Assignee  shall be entitled to
notice of any default under the Master Lease and the Master  Option,  as well as
an  opportunity  and a reasonable  period of time within which to cure after the
expiration  of Teller's  notice and cure periods  under the Master Lease and the
Master Option,  and Large hereby agrees to accept  performance by Assignee under
the Master Lease and the Master Option in lieu of performance  by Teller.  Large
hereby  agrees  that  neither  the  Master  Lease nor the  Master  Option may be

                                       47
<PAGE>

terminated  for any  defaults by Teller  unless and until  Assignee has received
such notice and an opportunity to cure Teller's  defaults,  and the cure periods
under the Master Lease and the Master  Option shall be extended for a reasonable
period of time so as to enable  Assignee to complete such cure,  but in any case
until such cure is completed  so long as Assignee  has  exercised in writing its
right  to  cure  granted  hereunder  and is  diligently  pursuing  such  cure to
completion.  Large hereby agrees that, upon Assignee's cure of any such default,
and  provided  Assignee  remains in  possession  of the  Property  and is not in
default under any other  provision of the Master  Lease,  the rights of Assignee
under the Master  Lease and the  Sublease  shall not be affected or disturbed by
Large,  and Assignee  shall be entitled to continue in occupancy of the Property
under the same terms and  conditions  of the Master  Lease  (including,  without
limitation,  all of the rights in and to the Master Option),  to the same extent
and with the same force as if Assignee were the original  "Purchaser"  under the
Master Lease and Master Option.  Assignee  hereby agrees that,  upon its cure of
any such default, Assignee will abide by all of the terms and obligations of the
Master  Lease and the Master  Option,  and shall  continue in  occupancy  of the
Property  under the same terms and conditions of the Master Lease and the Master
Option,  to the same  extent  and with the same  force as if  Assignee  were the
original "Purchaser" under the Master Lease.

     2.3 Waiver of Right to  Terminate  Master  Lease and Master  Option.  Large
hereby  acknowledges  and  understands  that Assignee has entered into this Four
Party  Agreement in reliance upon and with the intent of acquiring,  among other
things,  Assignor's  rights  to the  Sublease  and to  acquire  fee title to the
Property pursuant to the Sub-Option and the Master Option, and that but for such
rights  under the  Sub-Option,  Assignee  would not have  entered into this Four
Party  Agreement.  As a result,  Large hereby agrees that it will not enter into
any agreement with Teller,  or any of its  successors or assigns,  to terminate,
modify or otherwise  amend any of the terms or provisions of the Master Lease or
the Master Option, without the express prior written consent of Assignee.

     2.4  Memorandum  of  Sublease  and  Sub-Option.  Large  hereby  agrees that
Assignee shall be entitled, at its sole cost and expense, to record a memorandum
of the Sublease and Sub-Option  agreement in the real property records of Teller
County, Colorado.

     2.5 Large's Estoppel Statement  Concerning the Master Lease, Master Option,
Sublease and Sub-Option.  Large hereby acknowledges,  understands,  confirms and
agrees as follows:

     (a) Copy of Master  Lease and Master  Option.  The copy of the Master Lease
and the Master Option attached as Exhibit "A" hereto and incorporated  herein by
this reference is a true,  correct and complete copy of the Master Lease and the
Master  Option  (with the express  exception of those  portions  which have been
lined out, which portions Large hereby  represents and warrants only involve the
financial  information  concerning  the rent  payable  under the  Master  Lease,
financial  information  concerning Chips and Token  liability,  and the purchase
price  concerning  Teller's  right to acquire  the  Property,  and none of which
lined-out  portions  include any additional  rights or  obligations  between the
 
                                       48
<PAGE>

parties or otherwise  restrict  Teller's right to acquire the Property under the
Master  Lease or the Master  Option),  includes  all rights and  obligations  of
Teller with respect to the Master Lease and the Master  Option,  and such Master
Lease and the  Master  Option  rights  set forth  therein  are in full force and
effect and  constitutes  and represents the entire  agreement  between Large and
Teller with respect to the Property;

     (b) Parties to Master  Lease and Master  Option.  Teller is the current and
rightful  "Purchaser" under the Master Lease and the Master Option,  and was the
rightful  "Purchaser"  thereunder  at the time of its execution of the Sublease,
and Large is the current and rightful "Seller" under the Master Lease and Master
Option.

     (c) Full Force and Effect.  The Master Lease and the Master Option are each
in full force and effect,  the  obligations of both Teller and Large  thereunder
are valid and binding and there have been no  modifications  or additions to the
Master  Lease or the  Master  Option,  written  or oral,  other than as shown in
Exhibit "A";

     (d) No Pending Defaults.  With respect to Teller and Large, there exists no
breach,  default or event or condition  which,  with the giving of notice or the
passage of time or both,  would  constitute a breach or default under the Master
Lease or the Master Option, or both;

     (e) Rent; Master Option Payments. All rent owing under the Master Lease has
been paid in full through October 31, 1995;

     (f) Term;  Option Term,  Extension  and  Exercise.  The primary term of the
Master Lease commenced on October 1, 1994 and continues in effect until December
31,  1999.  Pursuant to the terms of the Master  Lease,  Teller has an option to
extend the primary term of the Master Lease for an additional  sixty (60) months
through  December  31,  2004 upon notice to Large given at any time on or before
expiration  of the primary  term.  Teller has no further  options to extend said
term.  In  connection  with  Teller's  rights  under the Master  Option,  and as
required  by the  provisions  of  paragraph  19 of the Master  Lease,  Teller is
required to provide  Large with notice of its  exercise of the Master  Option no
later than six (6) months prior to the  expiration of the Master  Lease,  and to
pay to Large  the  amount  of Fifty  Thousand  Dollars  ($50,000)  (the  "Option
Extension  Payment") on the first day of Teller's  extension of the primary term
of the Master  Lease.  In the event Teller  elects to exercise the Master Option
and purchase the Property at the expiration of the primary term,  payment of the
foregoing  Option  Extension  Payment  is not  required.  Upon  Teller's  timely
exercise of its  extension  right through  December 31, 2004,  and upon Teller's
timely payment of the Option Extension Payment,  Teller's rights to exercise the
Master Option will be extended  through June 30, 2004, all as more  particularly
set forth in paragraph 19 of the Master Lease,  and no further  payments will be
due, owing or otherwise  chargeable in order for Teller's  rights to acquire the
Property  under the Master  Lease and Master  Option to remain in full force and
effect.  Large hereby  understands,  acknowledges  and agrees that, in the event
Teller  timely pays the Option  Extension  Payment in  connection  with Teller's
exercise  of its right to extend  the  primary  term of the Master  Lease,  such
Option Extension Payment will be applied by Large toward payment of the Purchase
Price.  Notwithstanding  the  provisions of Section B, paragraph 2 of the Master

                                       49

<PAGE>

Lease,  Large hereby  acknowledge,  understands and agrees that in the event the
rights under the Master Option are exercised,  payment of the Purchase Price and
transfer of fee title to the Property  shall occur  concurrently  at the time of
the closing;
     
     (g)   Assignor's  and   Assignee's   Rights  Under  Option.   Large  hereby
acknowledges that Teller has agreed with Assignor, pursuant to the provisions of
paragraph 1 of the Second  Addendum,  to extend the  primary  term of the Master
Lease as provided in paragraph 19 thereof.  Large  hereby  further  acknowledges
that  Assignee is relying  upon  Teller's  extension  thereof and payment of the
Option Extension  Payment in order to preserve  Teller's rights to possession of
the Property  under the Master Lease and Teller's  right to acquire the Property
under the Master Option,  thereby preserving  Assignee's rights to possession of
the Property  under the Sublease and  Assignee's  rights to acquire the Property
under the Sub-Option.  In acknowledgment  of the foregoing,  Large hereby agrees
and hereby  reaffirms  its  agreement  set forth in  paragraph  11 of the Second
Addendum  that,  in the event  Teller  fails to exercise its right to extend the
primary  term of the  Master  Lease,  or  otherwise  fails  to make  the  Option
Extension  Payment or  exercise  its rights to acquire  the  Property  under the
Master Option,  Assignor (and following the Effective Date, Assignee) shall have
the right to lease the  Property  directly  from Large  under the same terms and
conditions  set  forth in the  Master  Lease  for the  remainder  of such  term,
including,  without limitation, the right to extend the term of the Master Lease
through  December 31, 2004,  and shall  further have the right,  upon payment to
Large of the  Option  Extension  Payment,  to extend the  option  exercise  date
through  June 30,  2004.  In the event  Teller so fails to exercise its right to
extend  the  primary  term of the  Master  Lease  or  otherwise  pay the  Option
Extension  Payment,  Large will provide  Assignor  (and  following the Effective
Date,  Assignee) with written notice thereof and afford  Assignor (and following
the Effective Date, Assignee) the option of exercising such extension rights and
entering into a new lease with Large in the manner described above.

     (h) Consent to Sublease and Sub-Option.  Large has previously  consented to
Teller's  sublease  of the  Property  to  Assignor  pursuant to the terms of the
Sublease,  and to Teller's  grant to Assignor of the  Sub-Option.  Large  hereby
acknowledges  Assignor's  right to exercise  such  Sub-Option,  and upon Large's
receipt of notice of Assignor's exercise thereof (or Assignee's exercise thereof
following  the  Effective  Date),  Large  acknowledges  and  agrees  to abide by
Teller's  rights  under the Master  Lease and the Master  Option,  and  Teller's
obligations  under the  Sublease and the  Sub-Option,  to exercise its rights to
acquire the Property pursuant to the terms of the Master Option;

     (i)  Insolvency.  Large is not presently  considering nor has he (a) made a
general  assignment  for the  benefit  of  creditors;  (b) filed  any  voluntary
petition in bankruptcy or suffered the filing of an involuntary  petition by its
creditors;  (c) suffered the appointment of a receiver to take possession of all
or  substantially  all of its  assets;  (d)  suffered  the  attachment  or other
judicial  seizure of all or  substantially  all of its assets;  (e)  admitted in

                                       50

<PAGE>

writing its inability to pay its debts as they come due, or (f) made an offer of
settlement, extension or composition of its creditors generally;
        
     (j) Defenses or Offsets. There are no existing claims,  defenses or offsets
against any of Large's  obligations  as "Seller"  under the Master  Lease or the
Master Option; and

     (k)  Improvement;  Alterations.  Any and all  improvements  required by the
terms of the Master Lease to be  constructed by either Large or Teller have been
completed to the satisfaction of Large.  Any alterations or other  modifications
to the  improvements  on the  Property  have  been  approved  by  Large  and the
improvements  on the  Property as of the  Effective  Date comply in all material
respects with the  requirements  under the Master Lease.  Large has approved the
location,  size and material of all signs displayed by either Teller or Assignor
on the Property and upon completion of the acquisition of Assignor's interest in
the Sublease and the  Sub-Option,  Assignee shall have the right to replace each
of Teller's or Assignor's  signs with Assignee's  signs of comparable  materials
and quality.

     2.6 Assignee's  Reliance Upon Large's Statements and Agreements.  Large has
entered into this Four Party  Agreement  with  respect to each of the  foregoing
matters,  and hereby  acknowledges,  understands  and agrees  that  Assignee  is
relying upon each of the foregoing statements,  representations,  warranties and
agreements  of Large in  connection  with its  entering  into  this  Four  Party
Agreement,  and that, but for such statements,  representations,  warranties and
agreements  of Large,  Assignee  would  not have  entered  into this Four  Party
Agreement  or  otherwise  assumed the  obligations  under the  Sublease  and the
Sub-Option.  Large hereby acknowledges,  understands and agrees that each of the
statements and  representations  set forth herein are true and correct as of the
date of execution of this Four Party Agreement, and will remain true and correct
and are hereby  reaffirmed  as being true and correct as of the  Effective  Date
(with the express  exception of  paragraph  2.5(e)  concerning  the date through
which rent has been paid; provided,  however,  that all rent due and owing as of
the Effective  Date shall have been paid and Large hereby  confirms such fact as
of the  Effective  Date),  unless  otherwise  indicated  by Large to Assignee in
writing.

                                     ARTICLE
                                       III
                  CONFIRMATION, CONSENT AND ESTOPPEL OF TELLER

     3.1  Teller's  Consent  to  Assignment.  Pursuant  to the  requirements  of
paragraphs  4,  15  and  17 of  the  Sublease,  Teller  hereby  irrevocably  and
unconditionally consents to Assignor's assignment of all of its right, title and
interest in the  Sublease and the  Sub-Option  to  Assignee,  and to  Assignee's
assumption  of all of the  obligations  of  Assignor  thereunder,  and agrees to
recognize Assignee as the "Lessee" under the Sublease for all purposes as though
Assignee were the original  "Lessee"  thereunder,  all as more  particularly set
forth above.  In  connection  with such  assignment  from  Assignor to Assignee,
Teller hereby  agrees that Assignor  shall be and hereby is released from all of
its obligations under the Sublease and the Sub-Option arising from and after the

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<PAGE>

Effective Date. From and after the Effective Date, Teller agrees that all future
notices or  communications  permitted  or required  under the  Sublease  and the
Sub-Option shall be sent to Assignee at the following address:

                           50 South Steele Street, Suite 755
                           Denver, Colorado 80209
                           Attention:  Peter Hoetzinger

     3.2 Waiver of Right to  Terminate  Master Lease and Master  Option.  Teller
hereby  acknowledges  and  understands  that Assignee has entered into this Four
Party  Agreement in reliance upon and with the intent of acquiring,  among other
things,  Assignor's  rights  to the  Sublease  and to  acquire  fee title to the
Property pursuant to the Sub-Option and the Master Option, and that but for such
rights  under the  Sub-Option,  Assignee  would not have  entered into this Four
Party Agreement.  As a result,  Teller hereby agrees that it will not enter into
any agreement  with Large,  or any of its  successors or assigns,  to terminate,
modify or otherwise  amend any of the terms or provisions of the Master Lease or
the Master Option, without the express prior written consent of Assignee.

     3.3  Memorandum  of Sublease  and  Sub-Option.  Teller  hereby  agrees that
Assignee shall be entitled, at its sole cost and expense, to record a memorandum
of the Sublease and Sub-Option  agreement in the real property records of Teller
County, Colorado.

     3.4 Teller's Estoppel Statement Concerning the Master Lease, Master Option,
Sublease and Sub-Option. Teller hereby acknowledges,  understands,  confirms and
agrees as follows:

     (a) Copy of Master Lease, Master Option, Sublease and Sub-Option.  The copy
of the Master  Lease and the Master  Option  attached  as Exhibit "A" hereto and
incorporated  herein by this  reference is a true,  correct and complete copy of
the Master  Lease and the Master  Option  (with the express  exception  of those
portions which have been lined out, which portions Teller hereby  represents and
warrants  only involve the  financial  information  concerning  the rent payable
under  the  Master  Lease,  financial  information  concerning  Chips  and Token
liability,  and the  purchase  price  concerning  Teller's  right to acquire the
Property,  and none of which lined-out portions include any additional rights or
obligations  between the parties or otherwise restrict Teller's right to acquire
the Property under the Master Lease or the Master  Option),  includes all rights
and  obligations  of Teller  with  respect  to the  Master  Lease and the Master
Option, and such Master Lease and the Master Option rights set forth therein are
in full force and effect and  constitutes  and represents  the entire  agreement
between Large and Teller with respect to the Property.  The copy of the Sublease
and Sub-Option  attached as Exhibit "B" hereto and  incorporated  herein by this
reference  is a  true,  correct  and  complete  copy  of the  Sublease  and  the
Sub-Option;

     (b) Parties to  Sublease.  Assignor is the  current and  rightful  "Lessee"
under the Sublease,  and Teller is the current and rightful  "Lessor"  under the
Sublease.

                                       52

<PAGE>

     (c) Full Force and Effect.  The  Sublease  and the  Sub-Option  are in full
force and effect,  the  obligations  of both Assignor and Teller  thereunder are
valid and  binding  and there have been no  modifications  or  additions  to the
Sublease or the Sub-Option, written or oral, other than as shown in Exhibit "B".
All  contingencies to the  effectiveness of the Sublease and the Sub-Option have
been satisfied or otherwise  waived by the parties thereto  (including,  without
limitation,   the  approval  of  The   Colorado   Division  of  Gaming  and  the
contingencies   referenced  in  paragraph  10  of  the  Second  Addendum),   and
notwithstanding the provisions of paragraphs 2 and 18 of the First Addendum, the
copy of the Sublease and Sub-Option constitutes and represents the entire, final
and  definitive  agreement  between  Teller  and  Assignor  with  respect to the
Property;

     (d) No Pending Defaults.  With respect to Assignor and Teller, there exists
no breach, default or event or condition which, with the giving of notice or the
passage of time or both, would constitute a breach or default under the Sublease
or the Sub-Option, or both;

     (e) Rent;  Security  Deposit.  Notwithstanding  any other  provision of the
Sublease to the contrary, the monthly rent payable under the Sublease is Sixteen
Thousand Dollars ($16,000.00),  payable on or before the twenty-fifth (25th) day
of each calendar month for the balance of the term of the Sublease, all pursuant
to the  provisions  of the  Sublease,  and all such  rent has been  paid in full
through  September 25, 1995. All rent payable by Assignor in connection with the
renting of the eight sleeping rooms located  upstairs has been paid in full, and
pursuant to the terms of the  Sublease,  no further  rent  obligations  exist on
behalf of Assignor (and  following the Effective  Date,  will exist on behalf of
Assignee) with respect to such sleeping rooms;

     (f) Term.  The primary  term of the  Sublease  commenced on May 1, 1995 and
will  continue in effect  until June 30,  2005,  and  Assignor has no options to
extend said term.  The Sublease is  terminable  by Assignor  (and  following the
Effective Date, will be terminable by Assignee) upon twelve (12) month's notice,
and no other rights of  termination  concerning  the Sublease or the  Sub-Option
exist on the part of either party.

     (g) Insolvency.  Teller is not presently  considering nor has it (a) made a
general  assignment  for the  benefit  of  creditors;  (b) filed  any  voluntary
petition in bankruptcy or suffered the filing of an involuntary  petition by its
creditors;  (c) suffered the appointment of a receiver to take possession of all
or  substantially  all of its  assets;  (d)  suffered  the  attachment  or other
judicial  seizure of all or  substantially  all of its assets;  (e)  admitted in
writing its inability to pay its debts as they come due, or (f) made an offer of
settlement, extension or composition of its creditors generally;

     (h) Defenses or Offsets. There are no existing claims,  defenses or offsets
against  any of  Teller's  obligations  as  Lessor  under  the  Sublease  or the
Sub-Option;

     (i)  Improvement;   Alterations;  Maintenance.  Any  and  all  improvements
required by the terms of the  Sublease  to be  constructed  by either  Teller or
Assignor have been completed to the  satisfaction of Teller.  Any alterations or
other  modifications  to the  improvements on the Property have been approved by
Teller and the  improvements  on the Property as of the Effective Date comply in
all material  respects  with the  requirements  under the  Sublease.  Teller has

                                       53

<PAGE>

approved the location,  size and material of all signs  displayed by Assignor on
the Property and upon  completion of the  acquisition of Assignor's  interest in
the Sublease,  Assignee shall have the right to replace each of Assignor's signs
with Assignee's signs of comparable  materials and quality.  Notwithstanding the
provisions  of paragraph 8 of the  Sublease,  Teller  hereby  acknowledges  that
Assignor  (and  following  the Effective  Date,  Assignee)  shall in no event be
obligated to make any repairs or alterations to the Property  required  pursuant
to any governmental requirements,  including,  without limitation, the Americans
with Disabilities Act of 1990;

     (j)  Improvement   Contributions;   Improvement  Note.  Teller  has  timely
contributed   Forty-Five   Thousand  Dollars  ($45,000)  toward  remodeling  and
reconditioning  of the Property as required by the  provisions of paragraph 7 of
the Sublease and  paragraph 7 of the First  Addendum,  and Assignor has properly
spent such monies on remodeling and  reconditioning  of the Property as required
by such paragraphs and to Teller's satisfaction. In addition, Teller has made an
unsecured loan in the amount of Fifty Thousand Dollars ($50,000) as contemplated
by the  provisions  of paragraph 7 of the Sublease and  paragraph 7 of the First
Addendum,  and the terms of such  paragraphs  constitute  the  unsecured  "note"
contemplated  thereby for such purposes (the "Improvement Note"), there being no
separate promissory note or other written evidence of such obligation.  Assignor
is currently  obligated under the Improvement Note to repay Teller the amount of
Fifty Thousand  Dollars  ($50,000),  which amount is to be fully  amortized over
three (3) years from the date of  issuance  on June 15,  1995 at twelve  percent
(12%) interest. Based upon the foregoing,  Assignor's monthly payments under the
Improvement  Note are One  Thousand  Six Hundred  Sixty and 72/100  ($1,660.72),
payable  on or before the 22nd day of each  calendar  month,  all such  payments
owing  through the date of  execution of this Four Party  Agreement  having been
timely paid, and there are not other defaults  outstanding  with respect to such
Improvement  Note.  As of September  22, 1995,  the  outstanding  principal  and
accrued  interest owing under the  Improvement  Note is Forty-Five  Thousand Two
Hundred Eighty Seven and 01/100 Dollars  ($45,287.01),  and the Improvement Note
may be prepaid by Assignor (or by Assignee  following the Effective Date) at any
time,  without  penalty.   Teller  hereby  irrevocably  consents  to  Assignor's
assignment  and  Assignee's  assumption  of  all of the  obligations  under  the
Improvement Note;  provided,  however,  that Assignor shall not be released from
its obligation to make payment for the same in the event Assignee defaults under
such obligation.  All monies advanced pursuant to the Improvement Note have been
properly spent on remodeling and  reconditioning  of the Property as required by
such paragraphs and to Teller's satisfaction; and

     (k) Teller has  previously  paid, in full, all amounts owing to the City of
Cripple  Creek  pursuant  to the  City of  Cripple  Creek  liens  referenced  in
paragraph 6 of the Second  Addendum,  and such liens  either have been or by the
Effective Date will have been released by the City of Cripple Creek of record.
       
                                       54

<PAGE>

     3.5 Assignee's Reliance Upon Teller's Statements and Agreements. Teller has
entered into this Four Party  Agreement  with  respect to each of the  foregoing
matters,  and hereby  acknowledges,  understands  and agrees  that  Assignee  is
relying upon each of the foregoing statements,  representations,  warranties and
agreements  of Teller  in  connection  with its  entering  into this Four  Party
Agreement,  and that, but for such statements,  representations,  warranties and
agreements  of  Teller,  Assignee  would not have  entered  into this Four Party
Agreement  or  otherwise  assumed the  obligations  under the  Sublease  and the
Sub-Option. Teller hereby acknowledges,  understands and agrees that each of the
statements and  representations  set forth herein are true and correct as of the
date of execution of this Four Party Agreement, and will remain true and correct
and are hereby  reaffirmed  as being true and correct as of the  Effective  Date
(with the express  exception of paragraph  3.4 (e)  concerning  the date through
which rent has been paid,  and  paragraph  3.4 (j)  concerning  the  outstanding
principal owing under the Improvement Note; provided, however, that all rent due
and owing as of the  Effective  Date shall have been paid and all payments  then
due and owing under the Improvement Note shall have been paid, and Teller hereby
confirms  such fact as of the Effective  Date),  unless  otherwise  indicated by
Teller to Assignee in writing.

                                     ARTICLE
                                       IV
                                  MISCELLANEOUS

     4.1 Governing Law. Any dispute arising from this Four Party Agreement shall
be governed and interpreted according to the laws of the State of Colorado.

     4.2 Counterparts.  This Four Party Agreement may be executed in one or more
counterparts,  each of which shall be deemed an original, but all of which shall
collectively constitute one and the same agreement.

     4.3 Headings.  All headings  appearing in this Four Party Agreement are for
convenience  only  and  shall be  disregarded  in  construing  this  Four  Party
Agreement.

     4.4  Attorneys'  Fees.  In the event any action  shall be  brought  between
Assignor,  Assignee,  Teller or Large to enforce or interpret  any  provision of
this Four Party  Agreement  or to protect  or  establish  any right or remedy of
either Assignee or Assignor hereunder, including any action taken as a result of
filing  bankruptcy or pursuant to any other laws related to  creditor's  rights,
the  prevailing  party  shall  recover  all costs  thereof,  including,  without
limitation, reasonable attorneys' fees and court costs, from the other party.

     4.5  Entire  Agreement.  This Four  Party  Agreement  embodies  the  entire
agreement  between the parties relative to the subject matter hereof,  and there
are no oral or parole agreements existing between Assignor,  Assignee, Teller or
Large  relative to the subject  matter  hereof which are not expressly set forth
herein and covered hereby.

                                       55

<PAGE>

     4.6 Successors.  This Four Party Agreement shall be binding on and inure to
the benefit of the parties hereto and their respective successors and assigns.

     IN WITNESS WHEREOF, Assignor, Assignee, Teller and Large have each executed
this Four Party Agreement as of the date first above written.

                              "ASSIGNOR"

                              GOLD CREEK ASSOCIATES, L.P., a New
                              Jersey limited partnership

                              By:      CHRYSORE, INC., a New Jersey corporation
                                    Its:  General Partner

                               By: /s/ Gary Findley
                                  _____________________________
                                        Gary Findley
                                        Secretary

                               By: /s/ J. A. Gulbrandsen
                                  _____________________________
                                        J. A. Gulbrandsen
                                        President

                              "ASSIGNEE"

                               WMCK ACQUISITION CORP., a Delaware corporation

                                By: /s/James D. Forbes
                                  _____________________________
                                        James D. Forbes
                                        President

                               By: /s/ Erwin Haitzmann
                                  _____________________________
                                        Erwin Haitzmann
                                        President

                               "TELLER"

                               TELLER REALTY, INC., a Colorado
                                                     corporation


                              By: /s/ Mel Peterson
                                  _____________________________
                                        Mel Peterson
                                        President

                                "LARGE"
                                 /s/ Harold William Large
                                 _______________________________
                                 Harold William Large, an individual

                                       56
<PAGE>


                                   EXHIBIT "A"
                      (Copy of Master Lease/ Master Option)

                                       57
<PAGE>

                                   EXHIBIT "B"
                         (Copy of Sublease/ Sub-Option)

                                       58
<PAGE>


                                 EXHIBIT 10.64

          CONSULTING AGREEMENT DATED AS OF JULY 1, 1996, BETWEEN WMCK
                    ACQUISITION CORP. AND JAMES GULBRANDSEN

                                       59
<PAGE>

  CONSULTING AGREEMENT


         THIS CONSULTING  AGREEMENT (this "Agreement") dated as of July 1, 1996,
is between WMCK ACQUISITION CORP., a Delaware  corporation (the "Company"),  and
James A. Gulbrandsen (the "Consultant") residing at 3215 Orion Avenue,  Colorado
Springs, Colorado 80906.

                                    RECITALS

     A. The Company and its  affiliates  are in the  business of  acquiring  and
managing casinos in Colorado and throughout the world.

     B. The Company has acquired  Womack's  Saloon & Gaming  Parlor and Womack's
Golden  Horseshoe and Diamond Lil's  (jointly,  the "Casino") in Cripple  Creek,
Colorado.

     C.  Consultant has managed the Casino and the Company desires to obtain the
services of  Consultant  to  undertake  such duties and  responsibilities,  with
respect to the Casino and other  casinos  operated by the Company as the Company
may reasonably request.

     D. In  order  to  obtain  the  services  of  Consultant,  the  Company  and
Consultant  each desire to enter into this  Agreement  whereby  Consultant  will
serve as a  consultant  to the  Company  on the terms and  conditions  set forth
herein.

                                    AGREEMENT

     1.  Engagement as Consultant.  The Company agrees to engage  Consultant and
Consultant  agrees to be engaged by the Company as a consultant  with respect to
the gaming  operations of the Casino and other  casinos  operated by the Company
and its affiliates in Cripple Creek,  Colorado and with respect to other casinos
operated by the Company for the compensation,  duration and subject to the terms
and  conditions  hereinafter  set  forth,  effective  on the  date  hereof  (the
"Effective Date").

     2.  Term.  This  Agreement  shall  commence  on the date  hereof  and shall
continue  for a period  ending on the earlier of (i)  Consultant's  death,  (ii)
termination pursuant to Sections 8, 9 or 10 hereof or (iii) July 1, 2003.

     3. Basic Duties and Compensation. During the entire term of this Agreement,
Consultant shall perform such duties with respect to the Casino or other casinos
operated  by the  Company or its  affiliates  as the Board of  Directors  of the
Company may reasonably  request from time to time.  Consultant  shall act in the
best interests of the Casino and the Company.  If Consultant  identifies  gaming
opportunities  that  Consultant is permitted to pursue under this  Agreement but
does not intend to pursue,  Consultant  shall  refer such  opportunities  to the
Company.  Consultant's  duties shall include,  but are not limited to, providing
analysis and  reporting  services to holders of a  promissory  note (the "Note")
issued by the Company to Gold Creek Associates,  L.P.  ("GCA").  As compensation

                                       60

<PAGE>

for the services to be rendered by Consultant  under this Section 3, the Company
shall pay  Consultant a consulting fee of $75,000.00 per year for GCA so long as
the Note is outstanding.  This fee shall be payable to the Consultant in monthly
installments of $6,250.00.                                      

     4. Stock Transfer. As partial  consideration for Consultant's  agreement to
serve as a Consultant  to the Company  hereunder,  Century  Casinos,  Inc.,  the
parent of the  Company  ("Century"),  has agreed to issue to  Consultant  common
stock of Century pursuant to a Stock Transfer and Registration  Rights Agreement
dated as of the date hereof (the "Stock Transfer Agreement"). The Company agrees
that any termination of this Agreement or Consultant's performance or failure to
perform under this  Agreement  shall not rescind or affect  Consultant's  rights
under the Stock Transfer Agreement.

     5.  Compensation.  The Company may require  Consultant to provide  off-site
consulting services ("Off-Site Services"), or on-site consulting services, which
shall not involve a combined  total of more than 12  man/months  per year on the
part of Consultant and James A. Gulbrandsen  ("On-Site  Services").  The Company
shall  allocate  On-Site  Services  equitably  between  Consultant  and James A.
Gulbrandsen.  On-Site  Services  shall be deemed to be provided when  Consultant
provides  services for more than one day per week, and in such event  Consultant
shall be deemed to have  performed  one week of services.  The Company shall not
require Consultant to provide in any year more than 25 days of Off-Site Services
and On-Site Services that involve one day or less in any week. Consultant agrees
to provide On-Site  Services from the date of this Agreement  through  September
30,  1996,  subject  to the  Company's  right to  release  Consultant  from this
requirement or to extend this period through  December 31, 1996. With respect to
other On-Site  Services,  the Company may require that  Consultant  provide such
services  for a minimum of three  consecutive  months.  The  Company  shall give
Consultant reasonable advance notice of a request to provide Off-Site or On-Site
Services.  Consultant shall receive no additional compensation for the provision
of Off-Site Services. Consultant shall receive an additional $6,250.00 per month
(prorated  based on 160 hours per month) for the provision of On-Site  Services,
payable monthly.

     6.  Benefits.  As a  consultant,  Consultant  shall not be  entitled to any
benefits available to executives or employees of the Company, including, but not
limited to group health, life and disability insurance benefits.

     7. Reimbursement of Expenses. Consultant shall be entitled to be reimbursed
by the  Company  for all  reasonable  expenses  incurred by him on behalf of the
Company  in  the   performance  of  his  duties   pursuant  to  this  Agreement.
Reimbursement  of  expenses  under  this  Section  7 shall be made  upon  proper
accounting by Consultant  and in  accordance  with the normal  procedures of the
Company.

     8.  Termination  for  Cause.  Any time  after  the  Effective  Date of this
Agreement, the Company shall have the right to terminate Consultant's engagement
hereunder upon the occurrence of any of the following events:  (i) indictment or
conviction of a felony;  (ii) loss by Consultant of any type of license required
by the Colorado Limited Gaming Control Commission or any other gaming authority;

                                       61
<PAGE>

or (iii)  willful  failure  to  follow  reasonable  directions  of the  Board of
Directors  of the  Company;  or (iv) gross  negligence,  willful  misconduct  or
willful neglect in the  performance of Consultant's  duties that have a material
adverse  effect  on  the  Company  (provided,  however,  that  in an  action  by
Consultant for wrongful  termination  based upon a purported  termination  under
clause (iv), it shall be the Company's burden to prove that Consultant committed
an act enumerated in clause (iv). Notice of such termination shall be in writing
and must be  authorized by a resolution of the Board of Directors of the Company
which states with  particularity the cause or causes,  the specific facts relied
upon and a termination  date not less than 30 days after the date of delivery of
such  writing.  Consultant  shall have the right to cure the  breach  before the
effective date of termination,  on a one-time basis only, a proposed termination
under Section 8(iv).

     9. Voluntary Termination by Consultant.  Consultant shall have the right to
terminate  this  Agreement at any time on 30 days' prior  written  notice if the
Company commits a material breach; provided that the Company shall have a right,
on a one-time  basis only,  to cure the breach  prior to the  effective  date of
termination.

     10. Disability of Consultant. The Company shall have the right to terminate
this Agreement if, despite reasonable accommodations by the Company,  Consultant
becomes  physically  or  mentally  disabled  to such degree that he is unable to
perform the services  hereunder due to such  disability for a period of not less
than 60 consecutive days; provided, however, that the Company shall not have the
right to terminate this Agreement if,  notwithstanding  Consultant's  disability
Gary F. Findlay is able to perform  such  services.  Notice of such  termination
shall be in  writing  and must be  authorized  by a  resolution  of the Board of
Directors of the Company  which  states with  particularity  the specific  facts
relied  upon and a  termination  date not less  than 30 days  after  the date of
delivery of such writing.

     11. Effect of  Termination.  Termination  of this Agreement by the death of
Consultant or pursuant to Sections 8, 9 or 10 hereof shall end the obligation of
the Consultant to perform services  hereunder,  the obligation of the Company to
retain  Consultant  and  the  obligation  of the  Company  to  pay  compensation
hereunder  except to the extent  accrued prior to the date of such  termination.
Termination of this Agreement  pursuant to Section 8 shall be in addition to any
and all other remedies at law and in equity to which the party  terminating this
Agreement would otherwise be entitled.

     12.  Confidentiality.  (a)  Except  in the  furtherance  of  the  Company's
interest,  Consultant will not, directly or indirectly, during or after the term
of this  Agreement,  use,  disseminate  or  disclose  any  information  known by
Consultant  as a  consequence  of his  employment  by  the  Company,  about  the
Company's plans or strategies for its existing casinos,  including marketing and
merchandising,  as well as any plans or strategies  for future  acquisitions  of
casinos.  This  restriction  shall not apply to information that has passed into
the public domain prior to or after its  development by or for the Company other
than through acts or omissions attributable to Consultant.

                                       62

<PAGE>

                    (b) Upon  termination of this  Agreement,  Consultant  shall
               forthwith deliver to the Company all notes,  reports,  notebooks,
               letters,  manuals,  prints,  drawings,  photocopies of documents,
               electronically  recorded data and all other materials relating to
               the Company, including copies thereof, that are in the possession
               of or under the control of Consultant.

                    (c)  This  Section  12  shall  survive  termination  of this
               Agreement for a period of two years.

     13.  Competition.  The Company and Consultant agree that Consultant will be
performing   services  for  the  Company  of  a  uniquely  personal  nature  and
accordingly agree as follows with respect to Consultant's activities:

                    (a) Other Businesses.  During the term of this Agreement and
               for a period  of two  years  thereafter,  Consultant  shall  not,
               directly or indirectly, be a significant investor in, participate
               in, or be employed in any capacity by a Competitor; provided that
               investments  held by Consultant as of the date of this  Agreement
               and  attached as an exhibit  hereto  shall be excluded  from this
               proscription. For purposes of this Section, the term "Competitor"
               shall mean any corporation, partnership,  proprietorship or other
               entity that is engaged in the gaming,  restaurant,  entertainment
               or  marketing  business  in Cripple  Creek,  Colorado  or in real
               estate in Cripple  Creek,  Colorado  involving an area bounded by
               First  and  Third  Avenues  and Carr  and  Warren  Streets.  This
               covenant shall terminate if Consultant  terminates this Agreement
               as a result of the Company's material breach hereof.

                    (b)  Organization  of New Business.  During the term of this
               Agreement  and for a period of two years  thereafter,  Consultant
               shall not undertake  planning for or organization of any business
               activity  competitive with the business of the Company in Cripple
               Creek,  Colorado or combine with other Consultants of the Company
               for the  purpose  of  organizing  any such  competitive  business
               activity.  This covenant shall terminate if Consultant terminates
               this  Agreement  as a result  of the  Company's  material  breach
               hereof.

                    (c) Enforcement. Consultant agrees that the breach by him of
               any of the  foregoing  covenants  contained  in Section 12 and in
               this  Section 13 is likely to result in  irreparable  harm to the
               Company,  and Consultant therefore consents and agrees that if he
               violates any of such obligations,  the Company shall be entitled,
               among and in addition to any other  rights or remedies  available
               hereunder or otherwise,  to temporary  and  permanent  injunctive
               relief to prevent  Consultant  from  committing  or  continuing a
               breach of such  obligations.  Consultant hereby submits to the in
               personam  jurisdiction  of any  state or  federal  court  located
               within  the State of  Colorado  in any  action  pertaining  to or
               arising  under  this  Agreement.  It is the  desire,  intent  and
               agreement of  Consultant  and the Company  that the  restrictions
               placed  on  Consultant  by this  Section  13 be  enforced  to the
               fullest  extent  permissible  under  the  law and  public  policy
               applied by any jurisdiction in which enforcement is sought.

     14.  Assignment.  This Agreement  shall not be  assignable,  in whole or in
part, by either party without the written consent of the other,  except that the
Company may assign this Agreement in any transaction  involving a merger or sale
of assets to any successor to the business of the Company.

                                       63

<PAGE>

     15.  Attorneys'  Fees.  If any action at law or in equity is  necessary  to
enforce or interpret the terms of this Agreement,  the prevailing party shall be
entitled to reasonable  attorneys'  fees,  costs and necessary  disbursements in
addition to such other relief to which such party may be entitled.

     16. Waiver. Each party's failure to enforce any provision of this Agreement
shall not in any way be construed as a waiver of such provision, or prevent such
party  thereafter  from  enforcing  each  and  every  other  provision  of  this
Agreement.

     17.  Notices.  Any notice  given with  respect to this  Agreement  shall be
deemed given and  received  when (i) received if  personally  hand-delivered  in
writing;  or (ii) on the third  business  day after the same is deposited in the
United States mail, postage prepaid, certified mail, addressed to a party at his
or its principal business address,  or at such other address as a party may from
time to time designate by five days written notice to the other:

                  The Company:              WMCK Acquisition Corp.
                                            50 South Steele Street, Suite 755
                                            Denver, Colorado  80209
                                            Attn:  Erwin Haitzmann

                  Consultant:               James A. Gulbrandsen
                                            3215 Orion Avenue
                                            Colorado Springs, Colorado 80906

     18. Independent  Contractor.  Consultant is an independent  contractor with
respect to the Company. As such,  Consultant shall be responsible for all taxes,
including  self-employment  taxes,  attributable  to the  fees  paid  Consultant
hereunder.

     19.  Further  Actions.  Each party shall  execute  and  deliver  such other
documents and take such other actions as the other party may reasonably  require
to carry out the transactions contemplated by this Agreement.

     20.  Colorado Law. This  Agreement  shall be construed and  interpreted  in
accordance with the laws of the State of Colorado.

     21. Entire Agreement;  Modification.  This Agreement constitutes the entire
understanding  between the parties  with respect to the subject  matter  hereof.
This Agreement may not be changed except in writing  executed by all the parties
hereto.

     22.  Partial  Invalidity.  If any provision of this  Agreement is held by a
court of competent jurisdiction to be invalid, void or otherwise  unenforceable,
the remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.

                                       64

<PAGE>

     23.  Captions.  Captions  to the  Sections  of this  Agreement  are for the
convenience  of the parties,  are not a part of the  Agreement  and shall not be
used for the interpretation of any provision of this Agreement.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.

                                             WMCK ACQUISITION CORP.


                                             /s/ James D. Forbes
                                              -------------------------
                                                 James D. Forbes
                                                 President


                                             CONSULTANT

                                              /s/ James A. Gulbrandsen
                                              -------------------------
                                                 James A. Gulbrandsen


                                       65

<PAGE>

                                 EXHIBIT 10.65

             CONSULTING AGREEMENT DATED AS OF JULY 1, 1996, BETWEEN
                   WMCK ACQUISITION CORP, AND GARY Y. FINDLAY

                                       66
<PAGE>

                              CONSULTING AGREEMENT


     THIS CONSULTING  AGREEMENT (this  "Agreement") dated as of July 1, 1996, is
between WMCK ACQUISITION CORP., a Delaware corporation (the "Company"), and Gary
Y. Findlay (the  "Consultant")  residing at 3083 Electra  Drive South,  Colorado
Springs, Colorado 80906.

                                    RECITALS

     A. The Company and its  affiliates  are in the  business of  acquiring  and
managing casinos in Colorado and throughout the world.

     B. The Company has acquired  Womack's  Saloon & Gaming  Parlor and Womack's
Golden  Horseshoe and Diamond Lil's  (jointly,  the "Casino") in Cripple  Creek,
Colorado.

         C.  Consultant has managed the Casino and the Company desires to obtain
the services of Consultant to undertake such duties and  responsibilities,  with
respect to the Casino and other  casinos  operated by the Company as the Company
may reasonably request.

         D. In order to obtain the  services  of  Consultant,  the  Company  and
Consultant  each desire to enter into this  Agreement  whereby  Consultant  will
serve as a  consultant  to the  Company  on the terms and  conditions  set forth
herein.

                                    AGREEMENT

     1.  Engagement as Consultant.  The Company agrees to engage  Consultant and
Consultant  agrees to be engaged by the Company as a consultant  with respect to
the gaming  operations of the Casino and other  casinos  operated by the Company
and its affiliates in Cripple Creek,  Colorado and with respect to other casinos
operated by the Company for the compensation,  duration and subject to the terms
and  conditions  hereinafter  set  forth,  effective  on the  date  hereof  (the
"Effective Date").

     2.  Term.  This  Agreement  shall  commence  on the date  hereof  and shall
continue  for a period  ending on the earlier of (i)  Consultant's  death,  (ii)
termination pursuant to Sections 8, 9 or 10 hereof or (iii) July 1, 2003.

     3. Basic Duties and Compensation. During the entire term of this Agreement,
Consultant shall perform such duties with respect to the Casino or other casinos
operated  by the  Company or its  affiliates  as the Board of  Directors  of the
Company may reasonably  request from time to time.  Consultant  shall act in the
best interests of the Casino and the Company.  If Consultant  identifies  gaming
opportunities  that  Consultant is permitted to pursue under this  Agreement but
does not intend to pursue,  Consultant  shall  refer such  opportunities  to the
Company.  Consultant's  duties shall include,  but are not limited to, providing
analysis and  reporting  services to holders of a  promissory  note (the "Note")
issued by the Company to Gold Creek Associates,  L.P.  ("GCA").  As compensation

                                       67
<PAGE>

for the services to be rendered by Consultant  under this Section 3, the Company
shall pay  Consultant a consulting fee of $75,000.00 per year for GCA so long as
the Note is outstanding.  This fee shall be payable to the Consultant in monthly
installments of $6,250.00.

     4. Stock Transfer. As partial  consideration for Consultant's  agreement to
serve as a Consultant  to the Company  hereunder,  Century  Casinos,  Inc.,  the
parent of the  Company  ("Century"),  has agreed to issue to  Consultant  common
stock of Century pursuant to a Stock Transfer and Registration  Rights Agreement
dated as of the date hereof (the "Stock Transfer Agreement"). The Company agrees
that any termination of this Agreement or Consultant's performance or failure to
perform under this  Agreement  shall not rescind or affect  Consultant's  rights
under the Stock Transfer Agreement.

     5.  Compensation.  The Company may require  Consultant to provide  off-site
consulting services ("Off-Site Services"), or on-site consulting services, which
shall not involve a combined  total of more than 12  man/months  per year on the
part of Consultant and James A. Gulbrandsen  ("On-Site  Services").  The Company
shall  allocate  On-Site  Services  equitably  between  Consultant  and James A.
Gulbrandsen.  On-Site  Services  shall be deemed to be provided when  Consultant
provides  services for more than one day per week, and in such event  Consultant
shall be deemed to have  performed  one week of services.  The Company shall not
require Consultant to provide in any year more than 25 days of Off-Site Services
and On-Site Services that involve one day or less in any week. Consultant agrees
to provide On-Site  Services from the date of this Agreement  through  September
30,  1996,  subject  to the  Company's  right to  release  Consultant  from this
requirement or to extend this period through  December 31, 1996. With respect to
other On-Site  Services,  the Company may require that  Consultant  provide such
services  for a minimum of three  consecutive  months.  The  Company  shall give
Consultant reasonable advance notice of a request to provide Off-Site or On-Site
Services.  Consultant shall receive no additional compensation for the provision
of Off-Site Services. Consultant shall receive an additional $6,250.00 per month
(prorated  based on 160 hours per month) for the provision of On-Site  Services,
payable monthly.

     6.  Benefits.  As a  consultant,  Consultant  shall not be  entitled to any
benefits available to executives or employees of the Company, including, but not
limited to group health, life and disability insurance benefits.

     7. Reimbursement of Expenses. Consultant shall be entitled to be reimbursed
by the  Company  for all  reasonable  expenses  incurred by him on behalf of the
Company  in  the   performance  of  his  duties   pursuant  to  this  Agreement.
Reimbursement  of  expenses  under  this  Section  7 shall be made  upon  proper
accounting by Consultant  and in  accordance  with the normal  procedures of the
Company.

     8.  Termination  for  Cause.  Any time  after  the  Effective  Date of this
Agreement, the Company shall have the right to terminate Consultant's engagement
hereunder upon the occurrence of any of the following events:  (i) indictment or
conviction of a felony;  (ii) loss by Consultant of any type of license required
by the Colorado Limited Gaming Control Commission or any other gaming authority;

                                       68
<PAGE>

or (iii)  willful  failure  to  follow  reasonable  directions  of the  Board of
Directors  of the  Company;  or (iv) gross  negligence,  willful  misconduct  or
willful neglect in the  performance of Consultant's  duties that have a material
adverse  effect  on  the  Company  (provided,  however,  that  in an  action  by
Consultant for wrongful  termination  based upon a purported  termination  under
clause (iv), it shall be the Company's burden to prove that Consultant committed
an act enumerated in clause (iv). Notice of such termination shall be in writing
and must be  authorized by a resolution of the Board of Directors of the Company
which states with  particularity the cause or causes,  the specific facts relied
upon and a termination  date not less than 30 days after the date of delivery of
such  writing.  Consultant  shall have the right to cure the  breach  before the
effective date of termination,  on a one-time basis only, a proposed termination
under Section 8(iv).

     9. Voluntary Termination by Consultant.  Consultant shall have the right to
terminate  this  Agreement at any time on 30 days' prior  written  notice if the
Company commits a material breach; provided that the Company shall have a right,
on a one-time  basis only,  to cure the breach  prior to the  effective  date of
termination.

     10. Disability of Consultant. The Company shall have the right to terminate
this Agreement if, despite reasonable accommodations by the Company,  Consultant
becomes  physically  or  mentally  disabled  to such degree that he is unable to
perform the services  hereunder due to such  disability for a period of not less
than 60 consecutive days; provided, however, that the Company shall not have the
right to terminate this Agreement if,  notwithstanding  Consultant's  disability
James  A.  Gulbrandsen  is  able  to  perform  such  services.  Notice  of  such
termination  shall be in writing and must be  authorized  by a resolution of the
Board of Directors of the Company which states with  particularity  the specific
facts relied upon and a termination date not less than 30 days after the date of
delivery of such writing.

     11. Effect of  Termination.  Termination  of this Agreement by the death of
Consultant or pursuant to Sections 8, 9 or 10 hereof shall end the obligation of
the Consultant to perform services  hereunder,  the obligation of the Company to
retain  Consultant  and  the  obligation  of the  Company  to  pay  compensation
hereunder  except to the extent  accrued prior to the date of such  termination.
Termination of this Agreement  pursuant to Section 8 shall be in addition to any
and all other remedies at law and in equity to which the party  terminating this
Agreement would otherwise be entitled.

     12.  Confidentiality.  (a)  Except  in the  furtherance  of  the  Company's
interest,  Consultant will not, directly or indirectly, during or after the term
of this  Agreement,  use,  disseminate  or  disclose  any  information  known by
Consultant  as a  consequence  of his  employment  by  the  Company,  about  the
Company's plans or strategies for its existing casinos,  including marketing and
merchandising,  as well as any plans or strategies  for future  acquisitions  of
casinos.  This  restriction  shall not apply to information that has passed into
the public domain prior to or after its  development by or for the Company other
than through acts or omissions attributable to Consultant.

                                       69

<PAGE>

                    (b) Upon  termination of this  Agreement,  Consultant  shall
               forthwith deliver to the Company all notes,  reports,  notebooks,
               letters,  manuals,  prints,  drawings,  photocopies of documents,
               electronically  recorded data and all other materials relating to
               the Company, including copies thereof, that are in the possession
               of or under the control of Consultant.

                    (c)  This  Section  12  shall  survive  termination  of this
               Agreement for a period of two years.

     13.  Competition.  The Company and Consultant agree that Consultant will be
performing   services  for  the  Company  of  a  uniquely  personal  nature  and
accordingly agree as follows with respect to Consultant's activities:

                    (a) Other Businesses.  During the term of this Agreement and
               for a period  of two  years  thereafter,  Consultant  shall  not,
               directly or indirectly, be a significant investor in, participate
               in, or be employed in any capacity by a Competitor.  For purposes
               of  this   Section,   the  term   "Competitor"   shall  mean  any
               corporation, partnership,  proprietorship or other entity that is
               engaged in the gaming,  restaurant,  entertainment  or  marketing
               business in Cripple Creek,  Colorado or in real estate in Cripple
               Creek,  Colorado  involving  an area  bounded  by First and Third
               Avenues  and  Carr  and  Warren  Streets.   This  covenant  shall
               terminate if Consultant  terminates this Agreement as a result of
               the Company's material breach hereof.

                    (b)  Organization  of New Business.  During the term of this
               Agreement  and for a period of two years  thereafter,  Consultant
               shall not undertake  planning for or organization of any business
               activity  competitive with the business of the Company in Cripple
               Creek,  Colorado or combine with other Consultants of the Company
               for the  purpose  of  organizing  any such  competitive  business
               activity.  This covenant shall terminate if Consultant terminates
               this  Agreement  as a result  of the  Company's  material  breach
               hereof.

                    (c) Enforcement. Consultant agrees that the breach by him of
               any of the  foregoing  covenants  contained  in Section 12 and in
               this  Section 13 is likely to result in  irreparable  harm to the
               Company,  and Consultant therefore consents and agrees that if he
               violates any of such obligations,  the Company shall be entitled,
               among and in addition to any other  rights or remedies  available
               hereunder or otherwise,  to temporary  and  permanent  injunctive
               relief to prevent  Consultant  from  committing  or  continuing a
               breach of such  obligations.  Consultant hereby submits to the in
               personam  jurisdiction  of any  state or  federal  court  located
               within  the State of  Colorado  in any  action  pertaining  to or
               arising  under  this  Agreement.  It is the  desire,  intent  and
               agreement of  Consultant  and the Company  that the  restrictions
               placed  on  Consultant  by this  Section  13 be  enforced  to the
               fullest  extent  permissible  under  the  law and  public  policy
               applied by any jurisdiction in which enforcement is sought.

     14.  Assignment.  This Agreement  shall not be  assignable,  in whole or in
part, by either party without the written consent of the other,  except that the
Company may assign this Agreement in any transaction  involving a merger or sale
of assets to any successor to the business of the Company.

                                       70

<PAGE>

     15.  Attorneys'  Fees.  If any action at law or in equity is  necessary  to
enforce or interpret the terms of this Agreement,  the prevailing party shall be
entitled to reasonable  attorneys'  fees,  costs and necessary  disbursements in
addition to such other relief to which such party may be entitled.

     16. Waiver. Each party's failure to enforce any provision of this Agreement
shall not in any way be construed as a waiver of such provision, or prevent such
party  thereafter  from  enforcing  each  and  every  other  provision  of  this
Agreement.

     17.  Notices.  Any notice  given with  respect to this  Agreement  shall be
deemed given and  received  when (i) received if  personally  hand-delivered  in
writing;  or (ii) on the third  business  day after the same is deposited in the
United States mail, postage prepaid, certified mail, addressed to a party at his
or its principal business address,  or at such other address as a party may from
time to time designate by five days written notice to the other:

               The Company:           WMCK Acquisition Corp.
                                      50 South Steele Street, Suite 755
                                      Denver, Colorado  80209
                                      Attn:  Erwin Haitzmann

               Consultant:            Gary Y. Findlay
                                      3083 Electra Drive South
                                      Colorado Springs, Colorado 80906

     18. Independent  Contractor.  Consultant is an independent  contractor with
respect to the Company. As such,  Consultant shall be responsible for all taxes,
including  self-employment  taxes,  attributable  to the  fees  paid  Consultant
hereunder.

     19.  Further  Actions.  Each party shall  execute  and  deliver  such other
documents and take such other actions as the other party may reasonably  require
to carry out the transactions contemplated by this Agreement.

     20.  Colorado Law. This  Agreement  shall be construed and  interpreted  in
accordance with the laws of the State of Colorado.

     21. Entire Agreement;  Modification.  This Agreement constitutes the entire
understanding  between the parties  with respect to the subject  matter  hereof.
This Agreement may not be changed except in writing  executed by all the parties
hereto.

     22.  Partial  Invalidity.  If any provision of this  Agreement is held by a
court of competent jurisdiction to be invalid, void or otherwise  unenforceable,
the remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.

                                       71

<PAGE>

     23.  Captions.  Captions  to the  Sections  of this  Agreement  are for the
convenience  of the parties,  are not a part of the  Agreement  and shall not be
used for the interpretation of any provision of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                        WMCK ACQUISITION CORP.

                                        /s/ James D. Forbes
                                        -------------------------
                                              James D. Forbes
                                              President

                                        CONSULTANT

                                        /s/ Gary Y. Findlay
                                        -------------------------
                                              Gary Y. Findlay

                                       72
<PAGE>

                                 EXHIBIT 10.66

                STOCK TRANSFER AND REGISTRATION RIGHTS AGREEMENT
            DATED AS OF JULY 1, 1996, BETWEEN CENTURY CASINOS, INC.
                  AND JAMES A. GULBRANDSEN AND GARY Y. FINDLAY

                                       73
<PAGE>

 STOCK TRANSFER AND REGISTRATION RIGHTS AGREEMENT

     This Stock Transfer and Registration  Rights  Agreement (this  "Agreement")
dated this 1 day of July,  1996, is between  Century  Casinos,  Inc., a Delaware
corporation   ("Century"),   and  [Gary  Y.   Findlay][James   A.   Gulbrandsen]
("Transferee").

                                    Recitals

1.   By an  Asset  Purchase  Agreement  dated  as of  September  27,  1995  (the
     "Purchase Agreement"), WMCK Acquisition Corp., an affiliate of Century, and
     Century agreed to purchase all of the assets of Gold Creek Associates, L.P.
     ("GCA").

2.   Transferee  is an executive  officer of the general  partner of GCA and, as
     such, has been primarily  responsible for the operation of the assets to be
     conveyed under the Purchase Agreement.

3.   By an Employment  Agreement  dated as of the date hereof,  Century  Casinos
     Cripple Creek, Inc. ("CCCC"), an affiliate of Century, has agreed to employ
     Transferee  as  manager  of  the  casino  operations  of  Century  and  its
     affiliates in Cripple Creek, Colorado.

4.   Century   desires  to  issue  common  stock  to  Transferee  as  additional
     consideration for the employment of Transferee by CCCC.

                                    Agreement

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

1.   Issuance of Stock. Century hereby agrees to issue and deliver to Transferee
     on _____,  1998 (the  "Transfer  Date")  530,000  shares of common stock of
     Century (the "Shares").  Century represents and warrants to Transferee that
     the Shares have been duly  authorized  and,  when  issued,  will be validly
     issued, fully paid and nonassessable.  The number of the Shares issuable to
     Transferee on the Transfer Date shall be subject to adjustment in the event
     of a stock split,  reverse stock split,  recapitalization  or other similar
     event the record  date for which  occurs  prior to the  Transfer  Date that
     increases  or  decreases  the  number  of  outstanding  shares  held by the
     existing stockholders of Century.


                                       74

<PAGE>

2.   Investment Intent. Transferee represents and warrants to Century that he is
     acquiring  the  Shares for  investment  purposes  and  without an intent to
     distribute  such Shares.  Transferee  has sufficient  knowledge,  skill and
     experience in business,  financial and/or investment matters relating to an
     investment  of the  type  represented  by the  Shares,  and is  capable  of
     evaluating  the  merits  and  risks of such  investment.  Transferee  is an
     experienced  and  sophisticated  investor  not in  need  of the  protection
     afforded  investors by the Securities Act of 1933 (the "Act") or applicable
     state  securities  laws.  Transferee  agrees  that  until  such  Shares are
     registered  under the Act, the  certificates  representing  the Shares will
     contain  the  following   restrictive  legend  in  addition  to  any  other
     restrictive legend reasonably required by Century to comply with applicable
     law or regulation or its Certificate of Incorporation:

         THIS SECURITY HAS NOT BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE
         COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN
         RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION  PROVIDED IN THE ACT. AS
         SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY  WITH THE INTENT OF
         INVESTMENT  AND  NOT  WITH  A VIEW  FOR  DISTRIBUTION.  THEREFORE,  ANY
         SUBSEQUENT  TRANSFER OF THIS  SECURITY OR ANY INTEREST  THEREIN WILL BE
         UNLAWFUL  UNLESS IT IS REGISTERED  UNDER THE ACT OR UNLESS AN EXEMPTION
         FROM  REGISTRATION IS AVAILABLE.  FURTHERMORE,  IF THIS SECURITY IS NOT
         REGISTERED  UNDER THE ACT, NO SALE OR TRANSFER OF THIS  SECURITY OR ANY
         INTEREST  THEREIN MAY BE MADE WITHOUT AN OPINION OF COUNSEL  ACCEPTABLE
         TO THE COMPANY THAT THE  PROPOSED  TRANSFER OR SALE DOES NOT AFFECT THE
         EXEMPTIONS  RELIED UPON BY THE COMPANY IN ORIGINALLY  DISTRIBUTING  THE
         SECURITY AND THAT REGISTRATION IS NOT REQUIRED.

3.   Registration  Rights.  Upon the written  request of Transferee  received by
     Century no earlier than 60 days prior to the Transfer  Date,  Century shall
     file,  within 60 days of such receipt,  a  registration  statement with the
     Securities and Exchange  Commission  ("SEC") under the Act  registering all
     Shares then owned by Transferee; provided, however, that Century shall have
     no  obligation  to register any Shares that are then eligible for resale by
     Transferee  pursuant  to Rule  144(k)  under the Act.  Any such  request by
     Transferee shall specify the aggregate number of Shares proposed to be sold
     and shall also specify the intended method of disposition thereof.  Century
     shall use its best  efforts to keep the  registration  statement  effective
     until the earlier of six (6) months after the date of  effectiveness of the
     registration  statement or until  Transferee  has sold the number of Shares
     for which it requested registration (the "Distribution Period"). Transferee
     shall not be entitled to make a demand pursuant to this Section 3 more than
     one (1) time; provided,  however, that (i) if no registration  statement is
     declared  effective  with  respect to a demand  which  Transferee  has made
     (other  than  because   Transferee  has  requested  that  the  registration

                                       75
<PAGE>

     statement not be declared effective) or (ii) if the registration  statement
     does not include all of the Shares that Transferee requests to be included,
     that demand  shall not be counted for  purposes of this limit.  Century may
     defer filing a registration  statement pursuant to this Section 3 for up to
     120 days if in the reasonable  judgment of Century's Board of Directors the
     filing  of  such  registration   statement  would  force  Century  to  make
     disclosure of material nonpublic  information the disclosure of which would
     be  detrimental  to Century.  Such option of  Century's  Board of Directors
     shall be exercised only once with respect to each request.

4.   Registration Procedures.

(a)  Transferee  shall furnish Century with all information and statements about
     or pertaining to  Transferee in such  reasonable  detail and on such timely
     basis as is reasonably deemed by Century to be necessary or appropriate for
     the preparation of the registration statement.

(b)  Whenever  Transferee  has requested  that Shares be registered  pursuant to
     Section 3 hereof,  Century  shall,  subject to the  provisions of Section 3
     hereof:

          (1)  prepare  and file  with  the SEC a  registration  statement  with
               respect to such  Shares and use its  reasonable  efforts to cause
               such  registration  statement  to  become  effective  as  soon as
               practicable after the filing thereof (provided that before filing
               a  registration  statement or  prospectus  or any  amendments  or
               supplements thereto, Century shall furnish counsel for Transferee
               with copies of all such documents proposed to be filed);

          (2)  prepare and file with the SEC such  amendments and supplements to
               such registration  statement and prospectus  contained therein as
               may be necessary to keep such  registration  statement  effective
               during the Distribution Period;

          (3)  furnish to Transferee  the number of copies of such  registration
               statement,  each amendment and supplement thereto, the prospectus
               contained  in  such   registration   statement   (including  each
               preliminary  prospectus),  and such other documents as Transferee
               may reasonably request;

          (4)  use its best efforts to register or qualify such Shares under the
               state  blue  sky  or   securities   ("Blue  Sky")  laws  of  such
               jurisdictions as Transferee reasonably requests (and to keep such
               registrations   and    qualifications    effective   during   the
               Distribution  Period, and to do any and all other acts and things
               that  may  be   reasonably   necessary  or  advisable  to  enable
               Transferee to consummate  the  disposition of such Shares in such
               jurisdictions;  provided,  however,  that  Century  will  not  be
               required to do any of the following:  (i) qualify generally to do
               business in any  jurisdiction  where it would not be required but
               for this Section  4(b),  (ii)  subject  itself to taxation in any
               such  jurisdiction,  or (iii) file any general consent to service
               of process in any such jurisdiction;

          (5)  promptly  notify  Transferee,  at  any  time  when  a  prospectus
               relating thereto is required to be delivered under the Act during
               the period  that  Century is  required  to keep the  registration
               statement  effective,  of the occurrence of any event as a result
               of which the prospectus  included in such registration  statement
               contains an untrue statement of a material fact or omits any fact
               necessary  to make the  statements  therein  in the  light of the
               circumstances  under which they were made,  not  misleading,  and
               prepare a supplement  or amendment to the  prospectus so that, as
               thereafter  delivered  to the  purchasers  of  such  Shares,  the
               prospectus  will not  contain an untrue  statement  of a material
               fact or omit to state any fact  necessary to make the  statements
               therein,  in the light of the circumstances under which they were
               made, not misleading;

          (6)  provide a  transfer  agent and  registrar  (if  Century  does not
               already  have such an agent)  for all such  Shares not later than
               the effective date of such registration statement; and


                                       76

<PAGE>



          (7)  ensure  that,  if  Transferee  is  included  as a  party  to  the
               underwriting  agreement  between  Century  and  any  underwriter,
               Transferee shall not be required to make any  representations  or
               warranties  to or  agreements  with  Century or the  underwriters
               other than  representations,  warranties or agreements  regarding
               Transferee's  status,  Transferee's  stockholdings,  Transferee's
               intended method of distribution,  and any other  representations,
               warranties,  and agreements of selling  stockholders  customarily
               included in an underwriting agreement.

5. Registration Expenses.

          (a)  If, pursuant to Section 3 hereof,  Shares owned by Transferee are
               included in a registration  statement,  then Transferee shall pay
               all transfer taxes,  if any,  relating to the sale of its Shares,
               the  fees  and  expenses  of its own  counsel,  and its pro  rata
               portion  of any  underwriting  discounts  or  commissions  or the
               equivalent thereof.

          (b)  Except for the fees and expenses specified in Section 5(a) hereof
               and except as provided below in this Section 5(b),  Century shall
               pay all expenses  incident to the  registration  and to Century's
               performance  of or  compliance  with this  Agreement,  including,
               without limitation, all registration and filing fees, expenses of
               compliance with Blue Sky laws,  printing expenses,  messenger and
               delivery  expenses,  and fees and expenses of counsel for Century
               and  all  independent  certified  public  accountants  and  other
               persons retained by Century.

6. Indemnity and  Contribution. 

     In connection with any registration  statement filed by Century to register
     Shares owned by Transferee, the parties shall agree to such indemnification
     and  contribution  provisions  as are  customary  in  transactions  between
     issuers and selling stockholders.

7. Binding Effect.

     This Agreement  shall be binding upon and shall inure to the benefit of the
     parties hereto and their respective successors and assigns.

8. Governing  Law.

     This  Agreement  shall be deemed to be an agreement  made under the laws of
     the  State  of  Colorado  and for all  purposes  shall be  governed  by and
     construed in accordance with such laws.


                                       77

<PAGE>

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

                                         CENTURY CASINOS, INC.

                                         /s/ James D. Forbes
                                         ------------------------------------
                                             James D. Forbes
                                             President

                                         
                                         /s/ Gary F. Findlay
                                         ------------------------------------
                                             Gary F. Findlay

                                         /s/ James A. Gulbrandsen
                                         ------------------------------------
                                             James A. Gulbrandsen

                                       78

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Partners of Gold Creek Associates, L.P. (a Limited Partnership)
and the Board of Directors of Century Casinos, Inc.

We have audited the accompanying balance sheet of Gold Creek Associates, L.P. (a
Limited  Partnership)  as of December 31, 1995,  and the related  statements  of
income,  partners'  capital  and cash flows for the two years in the period then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of Gold Creek Associates,  L.P. at December 31,
1995,  and the results of its operations and its cash flows for the two years in
the  period  then  ended  in  conformity  with  generally  accepted   accounting
principles.

As discussed in Note 6 to the financial statements,  the Partnership's financial
statements for the year ended December 31, 1994, have been restated.

DELOITTE & TOUCHE LLP

Denver, Colorado
April 1, 1996

                                       79
<PAGE>

<TABLE>

<CAPTION>

GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
BALANCE SHEET
- --------------------------------------------------------------------------------


                                                                                            December 31, 1995
<S>                                                                                         <C> 
                                                                                            -----------------
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                                                   $        901,767
   Accounts receivable, prepaid expenses and other,
         including $100,000 receivable from related party                                               290,913
                                                                                          ---------------------
       Total current assets                                                                           1,192,680

PROPERTY AND EQUIPMENT, net                                                                           6,786,652

OTHER ASSETS, net of accumulated amortization of $16,589                                                 84,347
                                                                                          =====================
TOTAL                                                                                           $     8,063,679
                                                                                          =====================





                                           -Continued on following page-


                                       80

<PAGE>

<CAPTION>


GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
BALANCE SHEET (Continued)
- ----------------------------------------------------------------------------------------------------------------------------------



                                                                                            December 31, 1995
                                                                                            -----------------
<S>                                                                                              <C>   

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Current portion of long-term debt and capital lease obligations                               $      967,911
   Accounts payable and accrued liabilities                                                             887,863
                                                                                         ----------------------
        Total current liabilities                                                                     1,855,774

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                                                          2,464,341

COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
    General partner                                                                                     654,141
    Limited partners                                                                                  3,089,423
                                                                                         ----------------------
        Total partners' capital                                                                       3,743,564
                                                                                         ----------------------
TOTAL                                                                                             $   8,063,679
                                                                                         ======================




See notes to financial statements.

                                       81
<PAGE>

<CAPTION>


GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
STATEMENTS OF INCOME
- ----------------------------------------------------------------------------------------------------------------------------------


                                                                                          For the Year Ended December 31,
                                                                                          -------------------------------

                                                                                                             (As restated,
                                                                                                              see Note 6)
                                                                                           1995                  1994
<S>                                                                                <C>                    <C>   

OPERATING REVENUE:
   Casino                                                                          $      $9,640,586       $    7,039,614
   Food and beverage                                                                         526,421              305,171
   Other                                                                                      69,768               49,426
                                                                                   ------------------     ----------------
                                                                                          10,236,775            7,394,211
Less promotional allowances                                                                  351,937              242,599
                                                                                   ------------------     ----------------
           Net operating revenue                                                           9,884,838            7,151,612
                                                                                   ------------------     ----------------

OPERATING COSTS AND EXPENSES:
    Casino                                                                                 5,655,709            3,942,738
    Food and beverage                                                                        324,881              197,817
   General and administrative                                                              1,446,442              830,902
   Depreciation and amortization                                                             544,948              388,628
                                                                                   ------------------     ----------------
           Total operating costs and expenses                                              7,971,980            5,360,085
                                                                                   ------------------     ----------------

INCOME FROM OPERATIONS                                                                     1,912,858            1,791,527

OTHER INCOME (EXPENSE):
     Interest expense                                                                      (291,774)            (356,011)
     Loss on disposal of assets                                                             (65,410)
     Interest income and other                                                                39,132               21,553
                                                                                   ------------------     ----------------

NET INCOME                                                                          $      1,594,806        $   1,457,069
                                                                                   ==================     ================


         See notes to financial statements.


                                       82
<PAGE>


<CAPTION>

GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
- --------------------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 (As Restated)
- --------------------------------------------------------------------------------------------------------------------------------



                                                                         General             Limited
                                                                         Partner            Partners              Total
                                                                         -------            --------              -----
<S>                                                           <C>                   <C>                  <C>   

Balance, December 31, 1993                                    $           41,979    $       1,492,077    $      1,534,056
                                                                         
    Net income                                                           457,520              999,549           1,457,069

    Distributions to partners                                           (72,542)             (23,098)            (95,640)
                                                              -------------------   ------------------   -----------------

Balance, December 31, 1994                                               426,957            2,468,528           2,895,485

    Net income                                                           500,769            1,094,037           1,594,806

    Distributions to partners                                          (273,585)            (473,142)           (746,727)
                                                              -------------------   ------------------   -----------------

Balance, December 31, 1995                                     $         654,141      $     3,089,423    $      3,743,564
                                                              ===================   ==================   =================



See notes to financial statements.






                                       83
<PAGE>


<CAPTION>

GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------------------------------------------------------

                                                                                       For the Year Ended December 31,
                                                                                       -------------------------------

                                                                                                             (As restated,
                                                                                                              see Note 6)
                                                                                             1995                 1994
                                                                                             ----                 ----
<S>                                                                                 <C>                    <C>  
CASH FLOWS FROM OPERATIONS:
   Net income                                                                       $      1,594,806       $    1,457,069


   Adjustments to reconcile net income to net cash provided by operations:
       Depreciation and amortization                                                         544,948              388,628
       Loss on disposal of assets                                                             65,410
       Changes in operating assets and liabilities:
         Accounts receivable, prepaid expenses and other assets                             (231,369)              (2,513)
         Accounts payable and accrued liabilities                                            407,052               83,999
                                                                                     ----------------      ---------------
         Net cash provided by operations                                                   2,380,847            1,927,183
                                                                                     ----------------      ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                                     (573,454)            (231,409)
   Proceeds received from sale of assets                                                       2,811
                                                                                     ----------------      ---------------

         Net cash used in investing activities                                             (570,643)            (231,409)
                                                                                     ----------------      ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from borrowings                                                                   50,000
   Principal repayments on borrowings                                                      (710,944)          (1,355,249)
   Distributions to partners                                                               (746,727)             (95,640)
                                                                                     ----------------      ---------------

         Net cash used in financing activities                                           (1,407,671)          (1,450,889)

                                                                                     ----------------      ---------------
INCREASE IN CASH AND CASH EQUIVALENTS                                                        402,533              244,885

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                               499,234              254,349
                                                                                     ----------------      ---------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                             $       901,767       $      499,234
                                                                                     ================      ===============




                                           -Continued on following page-

                                       84
<PAGE>


<CAPTION>

GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
STATEMENTS OF CASH FLOWS (Continued)
- --------------------------------------------------------------------------------------------------------------------------------


SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

                                                                                        For the Year Ended December 31,

                                                                                          1995                  1994
                                                                                          ----                  ----

<S>                                                                                  <C>                   <C>   

    Property and equipment acquired through long-term financing                      $     1,703,264       $      524,405
    Property and equipment returned to vendor in satisfaction of remaining
       financing obligation                                                          $       533,442



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    Interest paid by the Partnership was $265,462 in 1995 and $357,466 in 1994.






See notes to financial statements.

                                       85
<PAGE>


</TABLE>


GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.       DESCRIPTION OF BUSINESS

     Gold Creek  Associates,  L.P. (a limited  partnership),  doing  business as
Womack's Saloon & Gaming Parlor (the  "Partnership"),  operates a casino located
in Cripple Creek, Colorado. The Partnership was formed on February 15, 1992, and
the casino began doing business on July 19, 1992. The  Partnership  expanded its
gaming  operations in May 1994, when it began operating the neighboring  Diamond
Lil's casino. In July 1995 the Partnership began operating its other neighboring
casino, Wild Bill's,  which was subsequently  renamed Womack's Golden Horseshoe.
The  general  partner of the  Partnership  is  Chrysore,  Inc.,  which  holds an
interest  of 31.4%.  The  remaining  68.6% is held by  approximately  30 limited
partners.

2.       SIGNIFICANT ACCOUNTING POLICIES

     Use of Estimates - The preparation of the accompanying financial statements
in accordance with generally accepted accounting  principles requires the use of
estimates by management in determining  the reported  amount of certain  assets,
liabilities,  revenues  and  expenses.  Actual  results  could differ from those
estimates. 

     Cash  Equivalents - All highly liquid  investments with a maturity of three
months or less at the time of purchase are  considered  to be cash  equivalents.


     Fair Value of Financial  Instruments - In accordance with the reporting and
disclosure  requirements of Statement of Financial Accounting Standards ("SFAS")
No.  107,  "Disclosures  about  Fair  Values  of  Financial   Instruments,"  the
Partnership calculates the fair value of financial instruments and includes this
additional  information in the notes to its financial  statements  when the fair
value does not approximate  the carrying value of those  financial  instruments.
Fair value is determined  using quoted market prices  whenever  available.  When
quoted  market  prices  are not  available,  the  Partnership  uses  alternative
valuation  techniques such as calculating the present value of estimated  future
cash flows  utilizing  risk-adjusted  discount  rates. 

     Property  and  Equipment  -  Property  and  equipment  are  stated at cost.
Depreciation  of assets in service is provided  using the  straight-line  method
over the  estimated  useful  lives or the  applicable  lease  term,  if shorter.


     Revenue Recognition - Casino revenue is the net win from gaming activities,
which is the difference between gaming wins and losses. 

     Promotional  Allowances - Food and  beverage  furnished  without  charge to
customers is included in gross revenue at a value which approximates  retail and
then deducted as complimentary  services to arrive at net revenue. The estimated
cost of such  complimentary  services  is charged to casino  operations  and was
$179,000 in 1995 and $138,000 in 1994.

     Gaming  Taxes - Gaming  taxes are  recorded in the  accompanying  financial
statements  by  applying  the  estimated  effective  tax  rate  for  the  taxing
authority's  fiscal  year,  which  ends on  September  30, to the  Partnership's
taxable gaming revenue. 

     Income  Taxes - The  Partnership  is not subject to federal or state income
taxes on its  income  as such  taxes  are the  responsibility  of the  partners.
Accordingly,  no  provision  or  liability  for income  taxes is included in the
accompanying financial statements.

     Recently  Issued  Accounting   Pronouncement  -  The  Financial  Accounting
Standards Board ("FASB") issued SFAS No. 121,  "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of," in March 1995.
This statement,  effective for the Partnership's fiscal year ending December 31,
1996, requires that long-lived assets and certain identifiable intangibles to be
held and used by an entity be reviewed for impairment whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  Management  believes  that if SFAS  No.  121 had been  applied  in
preparing  its 1995  financial  statements,  it would not have had a significant
effect on the financial position or results of operations of the Partnership.

                                       86
<PAGE>

3.       PROPERTY AND EQUIPMENT

     Property and equipment at December 31, 1995 consists of the following:

<TABLE>

<CAPTION>


                                                                                                        Estimated
                                                                                                      Service Life
                                                                                                        in Years
                                                                                                        --------
<S>                                                                             <C>                     <C>  
                                                                                                        
         Land and improvements                                                    $     2,216,283
         Buildings and improvements                                                     1,848,740         31.5
         Gaming equipment                                                               3,464,781         5 - 7
         Furniture and office equipment                                                   237,877           7
                                                                                -----------------
                                                                                        7,767,681
           Less:  accumulated depreciation and amortization                              (981,029)
                                                                                -----------------

           Property and equipment, net                                            $     6,786,652

                                                                                 =================

         Equipment recorded under capital leases, consisting primarily of gaming
         equipment,  totaled $223,787, less accumulated amortization of $55,928,
         at December 31, 1995.

4.       LONG-TERM DEBT, LEASES, COMMITMENTS AND CONTINGENCIES

     Long-term debt,  including capital lease obligations,  at December 31, 1995
consist of the following:


           Note payable  secured by first  mortgage on building in Cripple Creek,
               CO, payable in monthly installments of $14,945 including interest
               at 9%, maturing in July 1999
               with a balloon payment of approximately $1,000,300                    $  1,267,589
           Note payable to bank, secured by second mortgage on
               building in Cripple Creek, payable in monthly installments
               of $8,262, including interest at a floating rate, maturing
               in July 1999                                                               300,989

                                       87
<PAGE>




           Note payable secured by gaming equipment, payable in
               monthly installments of $39,076, including interest
               at 12%, maturing in May 1998                                              1,100,872
           Note payable secured by gaming equipment, payable in
               monthly installments of $10,309, plus interest at 12%,
               maturing in July 1998                                                       333,294
           Notes payable secured by gaming equipment, payable in
               monthly installments of $5,668, including interest at
               14%, maturing in April and July 1996                                         33,435
           Note payable secured by gaming equipment, payable in
               monthly installments of $2,728, including interest at
               12.5%, maturing in January 1997                                              35,256
           Note payable secured by computer equipment, payable in
               monthly installments of approximately $25,000,
               including interest at 12%, maturing in June 1996                            149,477
           Note payable secured by gaming equipment, payable in
               monthly installments of $5,523, including interest at
               14%, maturing in May 1996                                                    59,451
           Note payable, unsecured, payable in monthly installments
              of $1,660, including interest at 12%, maturing in June 1998                   42,859
           Capital lease obligations                                                       109,030

                                                                                  ----------------
           Total long-term debt and capital lease obligations                            3,432,252
           Less current portion                                                           (967,911)
                                                                                  =================
           Long-term portion                                                       $     2,464,341
                                                                                  =================

         The note  payable to bank bears  interest  at the bank's base rate plus
         1%, which was 10.25% at December 31, 1995, and is adjustable daily. The
         required  monthly  payments of $8,262 are based on an imputed  interest
         rate of 11%.  Monthly  payments  are  applied to interest  first,  then
         principal.

         Scheduled maturities of long-term debt and capital lease obligations at
         December 31, 1995, are as follows:


                                                                                            Total 
                                                                                            ----- 
                      1996                                                         $         967,911
                      1997                                                                   746,101
                      1998                                                                   611,709
                      1999                                                                 1,106,531
                                                                                    ================
                      Total                                                            $   3,432,252
                                                                                    ================


                                       88
<PAGE>

<CAPTION>


Future   minimum payments under capital lease  obligations and commitments under
         noncancelable operating leases at December 31, 1995, are as follows:

                                                                            Capital Leases          Operating
                                                                                                     Leases
<S>                                                                         <C>                 <C> 
                                                                                                     
                    1996                                                    $        67,349     $       367,200
                    1997                                                             52,845             367,200
                    1998                                                              3,343             367,200
                    1999                                                                                367,200
                    2000                                                                                367,200
                    Thereafter                                                                        1,433,400
                                                                            ----------------    ----------------
                    Future minimum lease payments                                   123,537     $     3,269,400
                                                                                                ================
                    Less amounts representing interest                              (14,507)
                                                                            ----------------
                    Present value of minimum lease payments                         109,030
                    Less current portion                                            (58,533)
                                                                            ----------------
                    Long-term portion                                        $        50,497
                                                                             ================
</TABLE>

         Capital lease obligations represent vendor-financed purchases of gaming
         equipment.  Noncancelable  operating  leases  consist  of  leases  with
         unrelated  third  parties  for  portions  of the  building in which the
         Partnership conducts its casino operations. Rental expense was $365,040
         in 1995  and  $199,597  in  1994.  The  Partnership  is  party to legal
         proceedings  arising  in the  normal  course  of  business.  Management
         believes  that  the  final  outcome  of these  matters  will not have a
         material  adverse  impact on the  Partnership's  financial  position or
         results of operations.

5.       RELATED PARTY TRANSACTIONS

     During the year ended December 31, 1995, the  Partnership  paid  management
fees  totaling  $157,300  to its general  partner.  At December  31,  1995,  the
Partnership  had a  receivable  of  $100,000  for  advances  made to the general
partner. The advances were repaid in early 1996.


                                       89
<PAGE>



6.       RESTATEMENT OF 1994 FINANCIAL STATEMENTS

     The Partnership's 1994 financial statements have been restated from amounts
previously  reported.  The effects of the  restatement  on partners'  capital at
January 1, 1994 and on net income for the year ended  December  31,  1994 are as
follows:
<TABLE>

<CAPTION>

                                                                                                            Net Income
                                                                           Partners' Capital            for the Year Ended
                                                                          at January 1, 1994             December 31, 1994
                                                                          ------------------             -----------------
<S>                                                                         <C>                           <C> 

           As previously reported                                           $   1,755,421                 $    1,565,937
           Decrease due to:
               Adjustment of gaming tax expense from marginal
                   to effective rate                                             (119,124)                       (53,469)
               Expensing cost of chips and tokens previously
                   capitalized                                                    (34,335)
               Recognition of liability for promotion program                     (47,495)                       (29,782)
               Expensing of other costs previously capitalized                    (20,411)                       (25,617)

                                                                         ======================    =======================
           As restated                                                      $   1,534,056                 $    1,457,069
                                                                         ======================    =======================
<CAPTION>

         The previously  reported  distributions  to partners for the year ended
         December 31, 1994 have been restated as follows:

                                                                         General           Limited
                                                                         Partner           Partners            Total
                                                                         -------           --------            -----
<S>                                                                   <C>               <C>                 <C> 

           Distributions as previously reported                       $    201,456       $    440,123       $     641,579
                                                                      ==============    ===============    ===============

           Distributions as restated                                  $     20,780      $      74,860      $       95,640
                                                                      ==============    ===============    ===============
</TABLE>

         The  distributions  previously  reported  have been  reduced by amounts
which were not  declared  and paid until  1995.  Such  amounts  were  previously
included in current liabilities at December 31, 1994.

7.   DISTRIBUTION TO PARTNERS


     Subsequent to December 31, 1995, the Partnership made cash distributions of
$282,600  to the  general  partner  and  $617,400  to the  limited  partners  in
accordance with provisions of the Partnership agreement.

                                       90
<PAGE>

8.   PROPOSED SALE OF ASSETS

     In September  1995 the  Partnership  signed a definitive  agreement to sell
substantially all of its assets to a wholly-owned subsidiary of Century Casinos,
Inc.  ("Century").  The  total  sales  price  is  approximately  $13.5  million,
consisting of an anticipated cash component of $5 million,  a promissory note of
$5 million to be issued by Century and  approximately  $3.5  million of existing
debt of the  Partnership  to be assumed by Century.  The cash  consideration  is
subject to adjustment by the amount of the  Partnership's  working  capital,  as
defined, at closing.  Additionally,  the agreement provides that two years after
the  closing of the  transaction,  Century  will issue  1,060,000  shares of its
common stock to two principals of the Partnership's  general partner who will be
entering  into  employment  contracts  with  Century at closing.  Closing of the
transaction is subject to Century  securing  acceptable  financing and obtaining
required  regulatory  approvals.  Century  has  made  escrow  deposits  totaling
$400,000  toward the purchase  price.  The deposits are subject to forfeiture to
the  Partnership  under  certain  circumstances  and  are not  reflected  in the
accompanying financial statements.  The Partnership anticipates that, should all
the  foregoing  requirements  be met, the  transaction  will close in the second
quarter of 1996.

9.   EVENT SUBSEQUENT TO APRIL 1, 1996 (Unaudited)

     On July 1, 1996,  the sale of assets  described in Note 8 was  consummated.
The total sales price of  approximately  $13.5 million  consisted of a base cash
payment of $5 million plus $320,000 for the amount of estimated  working capital
as of the closing date (subject to final  determination),  a promissory  note of
$5.2 million and approximately $3 million of debt to be assumed by Century.  The
number of shares to be issued to two  principals  of the  Partnership's  general
partner is subject to upward adjustment,  determined by a formula, to the extent
that the  trading  price of  Century's  stock is less than  $1.58 at the time of
issuance,  and  subject to  downward  adjustment  to the extent that the trading
price exceeds $4.00.

     The  promissory  note issued to the  Partnership  bears  interest at 9% and
provides for monthly payments of only interest for eighteen months;  thereafter,
monthly  principal  payments of $43,121,  plus interest on the unpaid principal,
are required,  with a final  balloon  principal  payment of $2,328,000  due July
2003.  The note is secured by  substantially  all of the  tangible  assets sold,
subject to  existing  encumbrances,  and  Century is  required  to meet  certain
financial covenants.

                                       91
<PAGE>

<TABLE>
<CAPTION>

GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
BALANCE SHEET (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                              March 31, 1996   
                                                                                              --------------
<S>                                                                                        <C>
CURRENT ASSETS:

   Cash and cash equivalents                                                                               
                                                                                               $        974,897
   Accounts receivable, prepaid expenses and other,                                                     203,329
                                                                                          ---------------------
       Total current assets                                                                           1,178,226

PROPERTY AND EQUIPMENT, net                                                                           6,597,888
OTHER ASSETS, net of accumulated amortization of $19,343                                                 78,675
                                                                                          =====================
TOTAL                                                                                          $      7,854,789
                                                                                          =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Current portion of long-term debt and capital lease obligations                             $        856,048
   Accounts payable and accrued liabilities                                                             819,526
                                                                                         ----------------------
        Total current liabilities                                                                     1,675,574

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                                                          2,242,009

COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
    General partner                                                                                     701,441
    Limited partners                                                                                  3,235,765
                                                                                         ----------------------
        Total partners' capital                                                                       3,937,206
                                                                                         ----------------------
                                                                                         ======================
TOTAL                                                                                           $     7,854,789
                                                                                         ======================


See notes to financial statements.

                                       92
<PAGE>

<CAPTION>


GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
STATEMENTS OF INCOME (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------------------


                                                                                   For the Three Months Ended March 31,

                                                                                      1996                    1995
                                                                                      ----                    ----
<S>                                                                             <C>                      <C> 

OPERATING REVENUE:
   Casino                                                                      $         2,850,047          $   1,713,781
   Food and beverage                                                                       132,730                 63,692
   Other                                                                                    11,499                  8,326
                                                                               --------------------     ------------------
                                                                                         2,994,276              1,785,799
Less promotional allowances                                                                (94,328)               (58,769)
                                                                               --------------------     ------------------
           Net operating revenue                                                         2,899,948              1,727,030
                                                                               --------------------     ------------------

OPERATING COSTS AND EXPENSES:
    Casino                                                                               1,422,177              1,058,820
    Food and beverage                                                                       44,835                  4,078
   General and administrative                                                              328,097                214,644
   Depreciation and amortization                                                           127,341                102,703
                                                                               --------------------    ------------------
           Total operating costs and expenses                                            1,922,450              1,380,245
                                                                               --------------------     ------------------

INCOME FROM OPERATIONS                                                                     977,498                346,785

OTHER INCOME (EXPENSE):
     Interest expense                                                                     (128,999)               (65,128)
     Loss on disposal of assets                                                            (44,591)
     Interest income and other                                                               9,418                  6,873
                                                                               --------------------     ------------------

NET INCOME                                               
                                                                                $          813,326       $        288,530
                                                                               ====================     ==================




         See notes to financial statements.


                                       93
<PAGE>


<CAPTION>

GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
- --------------------------------------------------------------------------------------------------------------------------------

                                                                                   For the Three Months Ended March 31,

                                                                                       1996                   1995
                                                                                       ----                   ----
<S>                                                                             <C>                     <C>   
CASH FLOWS FROM OPERATIONS                              
                                                                                 $        1,007,423     $         527,579
                                                                                 ------------------     ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                       19,586               (123,579)
                                                                                 ------------------     ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                     (953,879)              (669,561)
                                                                                 ------------------     ------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            73,130               (265,561)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                           901,767                499,737
                                                                                 ------------------     ------------------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $         974,897       $        234,176
                                                                                 ==================     ==================


</TABLE>


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Interest paid by the Partnership was $128,999 in 1996 and $65,128 in 1995.

See notes to financial statements.

                                       94
<PAGE>

GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
- --------------------------------------------------------------------------------

1.  DESCRIPTION  OF  BUSINESS  

     Gold Creek  Associates,  L.P. (a limited  partnership),  doing  business as
Womack's Saloon & Gaming Parlor (the  "Partnership"),  operates a casino located
in Cripple Creek, Colorado. The Partnership was formed on February 15, 1992, and
the casino began doing business on July 19, 1992. The  Partnership  expanded its
gaming  operations in May 1994, when it began operating the neighboring  Diamond
Lil's casino. In July 1995 the Partnership began operating its other neighboring
casino, Wild Bill's,  which was subsequently  renamed Womack's Golden Horseshoe.
The  general  partner of the  Partnership  is  Chrysore,  Inc.,  which  holds an
interest  of 31.4%.  The  remaining  68.6% is held by  approximately  30 limited
partners.  The  accompanying  financial  statements  and related notes have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting.  Accordingly,  certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. In the opinion of
management,  all  adjustments  (consisting  of only normal  recurring  accruals)
considered  necessary for fair  presentation of financial  position,  results of
operations and cash flows have been included.  These financial statements should
be read in conjunction  with the  Partnership's  financial  statements and notes
thereto for the year ended December 31, 1995.

2. EVENT SUBSEQUENT TO MARCH 31, 1996 - SALE OF ASSETS

     On July 1, 1996, the Partnership sold  substantially all of its assets to a
wholly-owned  subsidiary of Century  Casinos,  Inc.("Century").  The total sales
price was approximately  $13.5 million,  consisting of a base cash payment of $5
million  plus  $320,000 for the amount of  estimated  working  capital as of the
closing date, a promissory  note of $5.2 million issued to the  Partnership  and
approximately  $3 million of existing debt of the  Partnership  to be assumed by
Century.  The  working  capital  portion of the sales  price is subject to final
determination  sixty days after the closing  date.  Additionally,  the agreement
provides that two years after the closing of the transaction, Century will issue
1,060,000  shares of its common stock,  valued at approximately $2 million based
on  recent  trading  prices,  to two  principals  of the  Partnership's  general
partner,  which individuals have entered into consulting  contracts with Century
at closing.  The number of shares to be issued is subject to upward  adjustment,
determined by a formula, to the extent that the trading price of Century's stock
is less than $1.58 at the time of issuance,  and subject to downward  adjustment
to the extent that the trading price exceeds $4.00.  The promissory  note issued
to the  Partnership  bears  interest at 9% and provides for monthly  payments of
only interest for eighteen months;  thereafter,  monthly  principal  payments of
$43,121,  plus  interest on the unpaid  principal,  are  required,  with a final
balloon  principal  payment of $2,328,000  due July 2003. The note is secured by
substantially all of the tangible assets sold, subject to existing encumbrances,
and Century is required to meet certain financial covenants.

                                       95
<PAGE>

              PRO FORMA COMBINED FINANCIAL INFORMATION (Unaudited)


                                  INTRODUCTION


     The  accompanying pro forma combined balance sheet as of March 31, 1996 has
been prepared to reflect,  on a pro forma basis,  the effects of the acquisition
of assets and assumption of liabilities of Gold Creek  Associates,  L.P.  ("Gold
Creek") by Century Casinos,  Inc. ("Century") as if the acquisition had occurred
on March  31,  1996.  The  acquisition  was  consummated  on July 1,  1996.  The
transaction is more fully described in Item 2, under the heading "Acquisition of
Womack's Saloon & Gaming Parlor," elsewhere in this Form 8-K.

     The accompanying pro forma combined income  statements for the three months
ended March 31, 1996 and for the year ended December 31, 1995,  were prepared as
if the  acquisition  had  occurred  on January 1,  1995.  Material  nonrecurring
charges  resulting from the transaction which are expected to be included in the
determination of net income subsequent to March 31, 1996, have not been included
in the pro forma income statement for the three months ended March 31, 1996, but
have been separately disclosed.

     The pro forma combined financial information is not necessarily  indicative
of the results  which  actually  would have  occurred had the  acquisition  been
consummated on the dates indicated  above,  nor does it purport to represent the
combined future financial position or results of operations.

     The historical financial  information  presented for Century and Gold Creek
has been  derived from their  audited  financial  statements  for the year ended
December 31, 1995 and from their  unaudited  financial  statements for the three
months ended March 31, 1996.  The  applicable  historical  Gold Creek  financial
statements are included elsewhere herein.

                                       96
<PAGE>

<TABLE>

<CAPTION>

                             CENTURY CASINOS, INC.
                  PRO FORMA COMBINED BALANCE SHEET (Unaudited)

                                                                               As of March 31, 1996
                                                                               --------------------
                                                     Historical           Historical          Pro Forma          Pro Forma
                                                      Century             Gold Creek         Adjustments          Combined
                                                      -------             ----------         -----------          --------
                                                                                 (in thousands)
                                                                                 --------------
<S>                                                 <C>                   <C>               <C>                 <C>  

ASSETS
Current Assets
  Cash, cash equivalents and short-term investment     $    3,769           $    975         $    (4,920)(a)    $    4,298
                                                                                                    (540)(b)
                                                                                                   4,552 (c)
                                                                                                     462 (d)

  Other                                                       624                203                   6 (e)           833
                                                       ----------         ----------          ----------        ----------
    Total current assets                                    4,393              1,178                (440)            5,131
                                                       ----------         ----------          ----------        ----------
Property and Equipment, net                                 4,780              6,598                 320 (a)        11,698


Goodwill                                                    5,935                                  8,237 (a)        14,841
                                                                                                     540 (b)
                                                                                                     129 (e)
Deferred costs                                              1,558                                                    1,558
Other                                                       1,609                 79                (400)(a)           897
                                                                                                      38 (d)
                                                                                                    (429)(e)
                                                       ----------         ----------          ----------        ----------
TOTAL ASSETS                                          $    18,275         $    7,855          $    7,995       $    34,125
                                                      ===========         ==========          ==========       ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt                      $    505           $    856                            $    1,361

  Accounts payable, accrued liabilities and other             917                820                                 1,737
                                                       ----------         ----------          ----------        ----------
    Total current liabilities                               1,422              1,676                   0             3,098
                                                       ----------         ----------          ----------        ----------
Long-term debt, net of current portion                      1,690              2,242          $    5,174 (a)         9,606
                                                                                                     500 (d)
Shareholders' equity:
  Common stock                                                118                                     11 (a)           170
                                                                                                      41 (c)

  Partners' capital                                                            3,937              (3,937)(a)
  Additional paid-in-capital                               18,606                                  1,989 (a)        25,106
                                                                                                   4,511 (c)
  Foreign currency translation adjustment                      (9)                                                      (9)
  Accumulated deficit                                      (3,552)                                  (294)(e)        (3,846)
                                                       ----------         ----------          ----------        ----------
    Total shareholders' equity                             15,163              3,937               2,321            21,421
                                                       ----------         ----------          ----------        ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $    18,275         $    7,855          $    7,995       $    34,125

                                                      ===========         ==========          ==========       ===========
                                       97
<PAGE>

<FN>

  Pro Forma Adjustments

     (a)  To record  purchase of Gold Creek  assets and  assumption  of existing
          debt for cash of $5,000,000  (less  previously  paid escrow deposit of
          $400,000,  plus working capital  adjustment of $320,000),  issuance of
          note to seller in principal  amount of $5,174,000 and assumed issuance
          of Century stock (valued at  $2,000,000)  to two  principals of seller
          two years after closing date of acquisition.

     (b)  To record estimated  out-of-pocket  costs of the acquisition  incurred
          subsequent to March 31, 1996.

     (c)  To record  estimated net proceeds from the sale of 4,072,233 shares of
          Century common stock to finance the acquisition.

     (d)  To record the issuance of a  convertible  debenture in the face amount
          of $500,000,  and related  issuance  costs of $37,500,  to finance the
          acquisition.  

     (e)  To reclassify  out-of-pocket costs of the acquisition incurred through
          March 31, 1996, and to write off previously deferred costs relating to
          financing  efforts  which  did  not  result  in  the  consummation  of
          financing.
</FN>

                                       98
<PAGE>

<CAPTION>

                             CENTURY CASINOS, INC.
                 PRO FORMA COMBINED INCOME STATEMENT (Unaudited)


                                                                            For the Three Months Ended March 31, 1996
                                                                            -----------------------------------------
                                                             Historical         Historical          Pro Forma          Pro Forma
                                                              Century           Gold Creek         Adjustments          Combined
                                                              -------           ----------         -----------          --------
                                                                        (in thousands, except share and per share data)
                                                                        -----------------------------------------------
<S>                                                       <C>                <C>                    <C>             <C>   

OPERATING REVENUE:
  Casino                                                  $    1,101          $    2,850                            $    3,951
  Food and beverage                                               14                  39                                    53
  Other                                                           19                  11                                    30
                                                          ----------          ----------          ----------        ----------

    Net operating revenue                                      1,134               2,900                                 4,034
                                                          ----------          ----------          ----------        ----------
OPERATING COSTS AND EXPENSES:

  Casino                                                         425               1,422                                 1,847
  Food and beverage                                               21                  45                                    66
  General and administrative                                     764                 328                                 1,092
  Depreciation and amortization                                  315                 127            $    164 (a)           606
                                                          ----------          ----------          ----------        ----------
    Total operating costs and expenses                         1,525               1,922                 164             3,611
                                                          ----------          ----------          ----------        ----------
INCOME (LOSS) FROM OPERATIONS                                   (391)                978                (164)              423

OTHER INCOME (EXPENSE), net                                       11                (165)               (132)(b)          (286)
                                                          ----------          ----------          ----------        ----------
INCOME (LOSS) BEFORE INCOME TAXES                               (380)                813                (296)              137

PROVISION FOR INCOME TAXES                                                                                36 (c)            36
                                                          ----------          ----------          ----------        ----------
NET INCOME (LOSS)                                          $    (380)           $    813           $    (332)         $    101
                                                          ==========          ==========          ==========         =========
INCOME (LOSS) PER SHARE                                   $    (0.03)                                                $    0.01
                                                          ==========                                                 =========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                11,602,839                                                16,735,072
                                                          ==========                                                ==========

<FN>


    Pro Forma Adjustments

     (a)  To  record   goodwill   amortization   of  $148,000   and   additional
          depreciation  of  $16,000  on  fair  value  step-up  to  property  and
          equipment.

     (b)  To record  interest  expense of $15,000 on  convertible  debenture and
          $117,000 on promissory note issued to Gold Creek.

     (c)  To adjust the provision  for income taxes based on pro forma  combined
          pretax  income.   Due  to  the  availability  of  net  operating  loss
          carryforwards,  the pro forma  provision for income taxes  consists of
          $32,000 for the anticipated  utilization of Century net operating loss
          carryforwards related to a previous business  combination,  and $4,000
          of alternative minimum tax.

     The Company  expects to record,  in the second quarter of 1996, a charge to
operations of $294,000, net of income tax effects,  relating to the write off of
previously  deferred costs relating to financing efforts which did not result in
the  consummation  of financing.  Such charge has not been  reflected in the pro
forma combined income statement presented above.

</FN>

                                       99

<PAGE>
<CAPTION>

                             CENTURY CASINOS, INC.
                 PRO FORMA COMBINED INCOME STATEMENT (Unaudited)


                                                                            For the Year Ended December 31, 1995
                                                                            ------------------------------------
                                                             Historical         Historical          Pro Forma          Pro Forma
                                                              Century           Gold Creek         Adjustments          Combined
                                                              -------           ----------         -----------          --------
                                                                        (in thousands, except share and per share data)
                                                                        -----------------------------------------------
<S>                                                        <C>                 <C>                 <C>              <C>   

OPERATING REVENUE:

  Casino                                                   $    4,003          $    9,641                           $    13,644
  Food and beverage                                               133                 174                                   307
  Other                                                            86                  70                                   156
                                                           ----------          ----------          ----------        ----------
    Net operating revenue                                       4,222               9,885                                14,107
                                                           ----------          ----------          ----------        ----------
OPERATING COSTS AND EXPENSES:

  Casino                                                        1,794               5,656                                 7,450
  Food and beverage                                               251                 325                                   576
  General and administrative                                    3,532               1,446                                 4,978
  Depreciation and amortization                                 1,251                 545            $    657 (a)         2,453
                                                           ----------          ----------          ----------        ----------
    Total operating costs and expenses                          6,828               7,972                 657            15,457
                                                           ----------          ----------          ----------        ----------
INCOME (LOSS) FROM OPERATIONS                                  (2,606)              1,913                (657)           (1,350)

OTHER INCOME (EXPENSE), net                                     3,518                (318)               (526)(b)         2,674
                                                           ----------          ----------          ----------        ----------
INCOME (LOSS) BEFORE INCOME TAXES                                 912               1,595              (1,183)            1,324

PROVISION FOR INCOME TAXES                                        300                                       4 (c)           304
                                                           ----------          ----------          ----------        ----------
NET INCOME (LOSS)                                          $      612          $    1,595         $    (1,187)       $    1,020
                                                           ==========          ==========         ===========        ==========

INCOME (LOSS) PER SHARE                                    $     0.06                                                 $    0.07
                                                           ==========                                                ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                 10,471,052                                                15,603,285
                                                           ==========                                                ==========
<FN>

    Pro Forma Adjustments

     (a)  To  record   goodwill   amortization   of  $593,000   and   additional
          depreciation  of  $64,000  on  fair  value  step-up  to  property  and
          equipment.

     (b)  To record  interest  expense of $61,000 on  convertible  debenture and
          $465,000 on promissory note issued to Gold Creek.

     (c)  To adjust the provision  for income taxes based on pro forma  combined
          pretax  income.   Due  to  the  availability  of  net  operating  loss
          carryforwards,  the  adjustment  for income taxes  consists  solely of
          alternative minimum tax.

    Included in other income for Century for the year ended December 31, 1995 is
a  nonrecurring  gain of $3,928,000  relating to the  termination of a riverboat
gaming management contract.

</FN>

</TABLE>

                                       100
[{"type": "8-K", "sequence": "1", "description": "8-K FOR CENTURY CASINOS", "secsgml_size_bytes": 274602}]
{"company-data": {"conformed-name": "CENTURY CASINOS INC", "cik": "0000911147", "assigned-sic": "7990", "irs-number": "841271317", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22900", "film-number": "96595475"}, "business-address": {"street1": "50 S STEELE ST", "street2": "SUITE 755", "city": "DENVER", "state": "CO", "zip": "80209", "phone": "3033885848"}, "mail-address": {"street1": "50 S STEELE ST", "street2": "SUITE 755", "city": "DENVER", "state": "CO", "zip": "80209"}, "former-company": {"former-conformed-name": "ALPINE GAMING INC", "date-changed": "19930824"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 1, 1996

                              CENTURY CASINOS, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)
 
           0-22290                                           84-1271317
         (Commission                                     (I.R.S. Employer
         File Number)                                   Identification No.)

                        50 South Steele Street, Suite 755
                             Denver, Colorado 80209
          (Address of principal executive offices, including zip code)

                                 (303) 388-5848
              (Registrant's telephone number, including area code)
Item 2.  Acquisition or Disposition of Assets

     Acquisition  of  Womack's  Saloon & Gaming  Parlor.  On July 1,  1996,  the
Registrant,  through a wholly-owned  subsidiary,  purchased substantially all of
the assets,  and assumed  substantially  all of the  liabilities,  of Gold Creek
Associates, L.P. ("Gold Creek"), the operator of Womack's Saloon & Gaming Parlor
("Womack's")  in  Cripple  Creek,  Colorado.  Prior  to  the  acquisition,   the
Registrant  and its  affiliates  were  not  affiliated  with  Gold  Creek or its
affiliates.

     The  total  purchase  price  of the  acquisition  was  approximately  $13.5
million,  consisting  of a base cash payment of $5 million plus $320,000 for the
amount of estimated working capital as of the closing date, a promissory note of
$5.2 million  issued to Gold Creek and the  assumption  of existing debt of Gold
Creek of approximately  $3 million.  The working capital portion of the purchase
price  is  subject  to final  determination  60 days  after  the  closing  date.
Additionally,  the agreement  provides that on July 1, 1998, the Registrant will
issue 1,060,000  shares of its common stock,  valued at approximately $2 million
based on recent trading prices, to two principals of Gold Creek who entered into
consulting  contracts with the Registrant at closing. The number of shares to be
issued is subject to upward adjustment,  determined by a formula,  to the extent
that the trading  price of the  Registrant's  common stock is less than $1.58 at
the time of issuance,  and subject to downward adjustment to the extent that the
trading  price  exceeds  $4.00 at the time of issuance.  The purchase  price was
negotiated through arms' length bargaining  between the parties.  In determining
the amount of consideration  that was ultimately  agreed to, the Registrant took
into  account  many  factors,  including  a review of the  historical  operating
results of Womack's,  the growth  potential  of Womack's  and the Cripple  Creek
market, and the long-term  prospects of combining Womack's with the Registrant's
Legends Casino (these two properties  are  contiguous),  including the operating
efficiencies that could be achieved.

     The promissory  note issued to Gold Creek bears interest at 9% and provides
for  monthly  payments  of only  interest  for 18  months;  thereafter,  monthly
principal  payments  of $43,121,  plus  interest  on the unpaid  principal,  are
required, with a final balloon principal payment of $2,328,000 due in July 2003.
The note is secured  by  substantially  all of the  tangible  assets  purchased,
subject to existing encumbrances, and the Registrant is required to meet certain
financial covenants.

     In addition to the  financing  provided  by Gold  Creek,  additional  funds
required to complete the acquisition were raised through private sales of common
stock of the Registrant,  with net proceeds of $4,552,000 from 4,072,233  shares
sold.  In  connection  with  sales of common  stock by a  placement  agent,  the
Registrant  also issued  warrants  to the  placement  agent to purchase  150,000
shares of the Registrant's  common stock at $2.36 per share. The warrants have a
term of five years. In addition,  the Registrant  issued a $500,000  convertible
debenture to a private investor.  The debenture bears interest at 10.5%, payable
quarterly.  The holder has the option to convert the outstanding  principal into
the  Registrant's  common  stock at $1.84 per share,  subject  to a minimum  per
conversion  transaction  of $50,000.  The Registrant has the option to repay the
note,  in whole or in part,  after  the  first  anniversary  date at 132% of the
outstanding  principal.  The prepayment amount declines to 127% after the second
anniversary  date,  122%  after the third  anniversary  date and 116%  after the
fourth anniversary date. The entire unpaid principal is due on May 30, 2001.

     In  a  transaction   coincident   with  the  above   described  Gold  Creek
transaction,  the  Registrant  purchased from an  unaffiliated  third party a 9%
first  mortgage  note  on the  Womack's  casino  property  for  $1,337,500.  The
principal  amount  of the  note,  which  is  included  in  debt  assumed  by the
Registrant  in the  acquisition,  was  $1,248,000 at the date of purchase by the
Registrant.  The premium of  approximately  $89,500  paid by the  Registrant  to
purchase  the note is being  amortized  to expense  ratably  through  1999,  the
remaining term of the note.

                                        2
The Registrant  will account for the Gold Creek  acquisition  using the
purchase  method of  accounting,  whereby the total  purchase  price,  including
direct  out-of-pocket costs of the acquisition,  will be allocated to the assets
purchased and  liabilities  assumed based on their  estimated  fair values.  The
excess of the purchase price over the identifiable net assets,  which excess the
Registrant   preliminarily  estimates  will  approximate  $9  million,  will  be
amortized to expense ratably over 15 years.

         Description  of  Assets  and  Properties.  Womack's  consists  of three
contiguous parcels of real property and improvements: Womack's Saloon and Gaming
Parlor,  Diamond  Lil's  and the  Golden  Horseshoe.  Womack's  has a  total  of
approximately  310 slot and video  devices  and four  blackjack  tables.  It has
23,900 square feet of floor space, an 80-seat restaurant, three bars, nine hotel
rooms,  offices, and public areas.  Womack's has 100 feet of frontage on Bennett
Avenue, the main gaming thoroughfare in Cripple Creek, Colorado.  Womack's began
gaming operations in July 1992, and expanded in May 1994 through  acquisition of
the neighboring  Diamond Lil's casino. In July 1995, Womack's acquired its other
neighboring casino and renamed it the "Golden Horseshoe."

         Womack's  Saloon  and  Gaming  Parlor is  located  at 210 East  Bennett
Avenue,  Cripple Creek and the real properties and improvements are owned in fee
simple subject to several encumbrances, including a security interest granted to
Gold Creek.

         The Golden  Horseshoe  consists  of a  leasehold  interest  in the real
property and  improvements  located at 220 East Bennett Avenue.  An unaffiliated
third party,  as fee owner of the  property,  granted  first and second deeds of
trust for the  benefit  of Park  State  Bank  ("Park")  and  Community  Banks of
Colorado Cripple Creek ("Community"),  respectively. The third party then leased
the property to Teller Realty,  Inc.  ("Teller") and granted to Teller an option
to acquire the fee  interest in the  property.  Teller  subsequently  executed a
sublease to the property with Gold Creek,  and granted to Gold Creek a suboption
to purchase the property  through  Teller's  purchase  option.  The Registrant's
wholly-owned   subsidiary  which  purchased  Womack's,  WMCK  Acquisition  Corp.
("WMCK") has executed  separate  subordination,  non-disturbance  and attornment
agreements  with each of Park and  Community,  pursuant to which WMCK has agreed
that its interest in the sublease is subordinate to the liens arising out of the
deeds of trust in the fee estate in favor of Park and Community. In return, Park
and Community  have each agreed (i) not to disturb WMCK's  possessory  rights in
and to the property, and (ii) to honor the sublease and suboption, should either
foreclose on their  respective lien, so long as WMCK is not in default under the
sublease,  and so long as WMCK attorns to Park,  Community or any purchaser at a
foreclosure.  The  sublease,  as assigned to WMCK,  provides for monthly  rental
payments of $16,000,  and expires on June 30, 2005 unless terminated  earlier by
WMCK with 12 months' notice. The suboption may be exercised at the expiration of
the sublease at an exercise price of $1,500,000.  Teller,  the third party, Gold
Creek and WMCK have executed a four-party agreement evidencing the assignment of
the sublease and suboption, as well as the consent to these assignments. None of
the above entities other than WMCK is affiliated with the Registrant.

     Diamond  Lil's  comprises the real  property and  improvements  at 208 East
Bennett  Avenue.  This  property  was leased by Gold Creek from Louie D.  Carleo
d/b/a L.D.C.  Properties  ("Carleo").  Subsequently,  Carleo  executed a deed of
trust on the fee  interest  to secure a  promissory  note  issued to  Community.
Carleo then conveyed the fee interest in the property,  subject to the lease and
the deed of trust, to  T.J.L.Enterprises,  Inc. ("TJL"). Gold Creek conveyed its
interest in the lease to WMCK, and TJL and WMCK have executed a new lease on the
property. WMCK and Community have executed a subordination,  non-disturbance and
attornment  agreement pursuant to which WMCK has agreed that its interest in the
lease is subordinate to Community's lien arising out of the deed of trust in the
fee estate,  and Community has agreed not to disturb WMCK's possessory rights in
and to the property should  Community  foreclose on its lien, so long as WMCK is
not in default under the lease,  and so long as WMCK attorns to Community or any
purchaser  at  foreclosure.  The terms of the final  lease  between TJL and WMCK
provide  for monthly  rental  payments  of  approximately  $14,600 and the lease
expires in 2004. In addition, the lease provides WMCK with an option to purchase
the  property  after one year for  approximately  $2,000,000.  None of the above
entities other than WMCK is affiliated with the Registrant.

                                        3
Marketing  Plan.  Due to the size and  customer  traffic  of  Womack's,
management  believes  that, at present,  the Womack's name has a higher level of
brand recognition in Cripple Creek than the Legends Casino. In addition, through
use of a modern  slot  machine  player  tracking  system  along with an expanded
player club,  Womack's has a larger and more  established  client data base. For
these reasons,  the Registrant plans that the combined properties will initially
highlight the Womack's name. After future upgrading of the combined  properties,
the gaming operations may be relaunched under the Legends Casino trade name.

         Management  anticipates that the overall  marketing plan will initially
focus on  extending  the slot  machine  player  tracking  system of  Womack's to
Legends  Casino's slot machines and the new slot machines that are  contemplated
to be  installed.  The player  tracking  system is a  computerized  program that
tracks each  player's  use of gaming  machines,  including  time spent  playing,
machines played and dollar amounts spent while playing.  Management believes the
combination  of the  Womack's  and  Legends  Casino  data bases  should  contain
approximately  40,000 customer  profiles.  All Legends Casino customers added to
the data base will be offered the same benefits as existing  player club members
of Womack's.

         Management has formulated  marketing  concepts to target three areas --
regular  player  development  (increased  play from regular  players),  inactive
player  development  (attracting former and infrequent players back to play) and
new player  development  (attracting  new players).  Marketing  activities  will
generally  consist of direct mailings to regular players and one-on-one  contact
with inactive players through  telemarketing and direct mailing.  The Registrant
will seek to attract new players through conventional retail marketing. Over the
medium and longer term,  the Registrant  intends to expand  marketing to cover a
larger  geographic  area and include the  promotion  of banquet  facilities  and
additional  hotel  rooms,  which are planned as part of the  development  of the
Cripple Creek operations. The Registrant also plans to institute an expanded bus
transportation  program  in  conjunction  with  group  packages  to be  marketed
directly and through travel agencies.

     Development Plan. Management has planned certain  consolidation,  expansion
and capital  improvement  programs in connection with combining the Registrant's
Legends Casino, with Womack's,  which cover three phases. Phase I is expected to
encompass:  (i)  creating  openings in the common  walls in order to open up and
integrate the gaming areas of Legends  Casino and Womack's;  (ii)  expanding the
existing player tracking system of Womack's to include all of the Legends Casino
gaming  devices;  (iii) adding and promoting  gaming  activities on second floor
areas;  (iv) constructing easy and open access to second floor gaming areas; and
(v)  making  general  interior  enhancements.  Phases  II and  III  will  not be
implemented until market demand  demonstrates the need for further expansion and
acceptable  financing can be arranged.  While these phases have been reviewed by
management  and  considerable  effort has been spent  formulating  the  proposed
strategy,  the plans may be changed,  altered  significantly  or  terminated  by
management in its discretion as conditions warrant.  Phase II is contemplated to
involve the  construction  of a hotel and casino to be connected to the combined
casino  operations and/or the acquisition of another gaming operation in Cripple
Creek.  Phase III is contemplated  to involve the further  expansion of a hotel,
expansion  of the combined  casinos and  construction  of a  multilevel  parking
garage.  Phase I is expected  to be  substantially  completed  during the twelve
months ending June 30, 1997.

                                        4
Management  believes that an integral  component of  attracting  gaming
patrons in Cripple Creek is adequate, nearby parking spaces. Management believes
that  it has  secured  or  will  be able  to  secure  adequate  parking  for the
contemplated  combined  operations,  including  planned  growth.  Presently  the
Registrant  has  rights  to  the  use of 22  nearby  property  lots,  containing
approximately  242  parking  spaces.  Approximately  88 of the  spaces  are held
pursuant to two month-to-month  leases. Another 44 spaces are held pursuant to a
month-to-month  sublease.  The remaining  110 spaces are presently  subject to a
lease/option  to  purchase  the  property  covering  these 110  spaces,  and the
Registrant  has full use of the lots.  Management  believes that the  Registrant
could  obtain  satisfactory   parking  spaces  if  existing   arrangements  were
terminated or became inadequate.

Item 7.  Financial Statements and Exhibits

         The following financial  statements are filed herewith:  (i) Gold Creek
Associates,  L.P. (a Limited Partnership) Financial Statements as of and for the
Two Years in the  Period  Ended  December  31,  1995 and  Independent  Auditors'
Report;  (ii) Gold Creek  Associates,  L.P.  (a Limited  Partnership)  Unaudited
Balance Sheet as of March 31, 1996,  Unaudited  Income  Statements for the Three
Months Ended March 31, 1996 and 1995, and Unaudited Condensed Statements of Cash
Flows for the Three Months Ended March 31, 1996 and 1995; (iii) Century Casinos,
Inc. Unaudited Pro Forma Combined Balance Sheet as of March 31, 1996,  Unaudited
Pro Forma  Combined  Income  Statement for the three months ended March 31, 1996
and Unaudited Pro Forma  Combined  Income  Statement for the year ended December
31, 1995.

The following exhibits are incorporated herein:

Name of Exhibit                                                      Exhibit No.
- ---------------                                                      -----------

Asset  Purchase  Agreement  dated as of September 24, 1995 by and
Among Gold Creek  Associates,  L.P., WMCK  Acquisition  Corp. and
Century Casinos,  Inc., along with First American thereto,  filed
with the Registrant's Form 10-KSB for the Year Ended December 31,
1995, and incorporated herein by reference                                 10.51

         The following exhibits are filed herewith:

Name of Exhibit                                                      Exhibit No.
- ---------------                                                      -----------

Second  Amendment to Asset  Purchase  Agreement  dated as of
April 10,  1996,  among Gold Creek  Associates,  L.P.,  WMCK
Acquisition Corp. and Century Casinos, Inc.                                10.59

                                        5
Promissory Note dated March 19, 1992, made by Chrysore, Inc.
in the original  principal amount of $1,850,000 payable to R
& L Historic  Enterprises,  together with  Assignment  dated
September   14,  1992  of  said   Promissory   Note  to  TJL
Enterprises,  Inc. and Assignment dated May 16, 1996 of said
Promissory Note to Century Casinos, Inc.                                   10.60

Promissory Note dated July 1, 1996, made by WMCK Acquisition
Corp. in the original principal amount of $5,174,540 payable
to Gold Creek Associates, L.P., together with Guaranty dated
July 1, 1996, of said  Promissory  Note by Century  Casinos,
Inc.                                                                       10.61

Building  Lease  dated  as  of  July  1,  1996,   among  TJL
Enterprises,   Inc.,  WMCK  Acquisition  Corp.  and  Century
Casinos,  Inc.,  together with  Memorandum of Building Lease
with Option to Purchase dated as of July 1, 1996,  among the
same parties                                                               10.62

Four Party  Agreement,  Assignment  and Assumption of Lease,
Consent  to  Assignment  of  Lease,  Confirmation  of Option
Agreement and Estoppel  Statements dated as of July 1, 1996,
among Harold William Large, Teller Realty,  Inc., Gold Creek
Associates, L.P., and WMCK Acquisition Corp.                               10.63

Consulting  Agreement dated as of July 1, 1996, between WMCK
Acquisition Corp. and James A. Gulbrandsen                                 10.64

Consulting  Agreement dated as of July 1, 1996, between WMCK
Acquisition Corp. and Gary Y. Findlay                                      10.65

Stock Transfer and Registration Rights Agreement dated as of
July 1, 1996,  between  Century  Casinos,  Inc. and James A.
Gulbrandsen and Gary Y.Findlay                                             10.66

                                        6
SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       CENTURY CASINOS, INC.

July 15, 1996                          By /s/ Brad Dobski
                                          Brad Dobski, Chief Accounting Officer

                                       7
Item 7.  Financial Statements and Exhibits

                                 EXHIBIT 10.59

             SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT DATED AS
           OF APRIL 10, 1996, AMONG GOLD CREEK ASSOCIATES, L.P., WMCK
                  ACQUISITION CORP. AND CENTURY CASINOS, INC.

                                       8
SECOND AMENDMENT TO
                            ASSET PURCHASE AGREEMENT

     Reference is made to the Asset Purchase Agreement dated as of September 27,
1995 by and among  Gold Creek  Associates,  L.P.,  WMCK  Acquisition  Corp.  and
Century  Casinos,  Inc., as amended by a First Amendment dated November 14, 1995
(as so amended, the "Agreement"). Capitalized terms not otherwise defined herein
shall have the meanings given to them in the Agreement.

     Buyer, Century and Seller hereby agree as follows:

     1. Purchase  Price.  A new paragraph (d) of Section 2.3 is added to read as
follows:

     "(d) The  purchase  price for the Assets  shall be  increased  by an amount
equal to the aggregate  principal payments made by Seller in respect of any Debt
after May 1, 1996.  The amount of such  increase  shall be added to the Note and
shall be paid ratably  with other  principal  payments  due under the Note.  The
Extension Payment (hereinafter  defined) will be credited to the Base Amount due
in cash at Closing."

     2.  Amendment to Closing  Date;  Outside  Closing  Date.  The  reference in
Section  3.1 to "March 1,  1996" is hereby  changed  to "May 1,  1996,"  and the
reference in the definition of "Outside Closing Date" to "May 1, 1996" is hereby
changed to "July 1, 1996."

     3.  Definition of Deposit.  The  definition of Deposit is hereby changed to
"amounts paid by Century and/or Buyer pursuant to Section 3.1 of the Agreement."

     4. Deposit  Payments;  Release of Deposit.  Section 3.1 of the Agreement is
hereby  amended by deleting  the final  sentence of that section in its entirety
and adding the following:

     "By notice to Seller on or before April 29, 1996,  Century may postpone the
Closing to June 1, 1996 (or such earlier date as Century may specify),  provided

                                       9
such  notice  shall be  accompanied  by payment of $50,000 to the Escrow  Agent,
which sum shall become the Deposit. If Century elects to postpone the Closing by
notice on or before April 29, 1996, then Century may postpone the Closing again,
to a date not later than July 1, 1996,  by notice to Seller on or before May 25,
1996  accompanied  by an  additional  $50,000 to the  Escrow  Agent (for a total
Deposit  of  $100,000).  If on July 1, 1996 all of the  conditions  to  Seller's
obligation to close have been satisfied or waived by Seller, and if Buyer has by
that date  submitted to the Colorado  Limited  Gaming  Control  Commission  (the
"Commission")  all of the  applications and information that could reasonably be
expected  to  be  necessary  for  the  Commission  to be  able  to  approve  the
transactions  contemplated  by this  Agreement,  and if the only reason that the
parties are unable to consummate the transactions contemplated by this Agreement
is that the Commission has not granted such approval,  then the Closing shall be
postponed until the date that is five days after receipt of Commission approval.
If such approval is not obtained  before  September 1, 1996,  however,  then the
provisions of Section 9.1(h) of this Agreement may be exercised."

     5. Disbursements of Funds. Upon receipt of the approval of Seller's limited
partners  of this  Second  Amendment,  Seller will  instruct  the Escrow  Agent,
pursuant to written instruction (the "Instruction")  executed at the time of the
execution  of this Second  Amendment,  to deliver  $400,000  (plus  interest and
income)  to  Seller  in  consideration  of  Seller's  execution  of this  Second
Amendment (the "Extension  Payment").  If this Second  Amendment does not become
effective pursuant to Section 8 hereof, then Seller will immediately destroy the
Instruction. Seller will be permitted to retain the Extension Payment unless (a)
Century or Buyer  terminate the Agreement  pursuant to paragraphs  (b) or (c) of
Section 9.1, or (b) Century or Buyer  terminate  the  Agreement,  at a time when
they are ready,  willing and able to close the transactions  contemplated by the
Agreement, pursuant to paragraphs (e) or (f) of Section 9.1 of the Agreement, or
pursuant to  paragraph  9.1(g) of the  Agreement as a result of the failure of a
condition in Section 7.2 of the Agreement,  other than the conditions  specified
in  paragraphs  (a), (c) or (j) of Section  7.2. . Buyer and Century  agree that
Seller shall have no obligation to close, and may retain the Extension  Payment,
if  consummation of the  transactions  contemplated by the Agreement would cause
Buyer  to be in  default  of any of the  covenants  in  the  Note  and  Security
Documents.  Seller shall return the  Extension  Payment to Century  within seven
days after  Century is entitled to its return.  Seller will not  distribute  the
Extension  Payment to its partners  until the Closing or until the  Agreement is
terminated  under  circumstances  where Century is not entitled to the Extension
Payment.

     6. Waiver of Default.  Buyer and Century  hereby forever waive for purposes
of Section 7.2, Section 9 and Section 10.1 of the Agreement, any breaches of the
representations  and warranties of Seller which are known to Buyer or Century as
of the date of this Second  Amendment,  which  Century and Buyer  represent  and
warrant are limited to the following (with the understanding  that (a) Buyer and
Century do not waive any breaches  resulting from actions or omissions after the
date hereof, and (b) Seller shall not be deemed to have admitted that any of the
listed circumstances constitute a breach of any representation or warranty):

     Any breach related to the inaccuracy of the Financial Statements.

                                       10
7. Closing Adjustments.

     (a) For purposes of determining the amount of Seller's Current  Liabilities
within the  meaning of Section  2.3 of the  Agreement,  only 17.5% of the dollar
equivalent of outstanding  unredeemed points under Seller's player tracking Gold
Club  system  as  of  the  Determination   Time  shall  be  treated  as  Current
Liabilities.

     (b) The amount of any gaming and liquor  license  application  fees paid by
Seller  after  March 31, 1996 shall be treated as a "Current  Asset"  within the
meaning of Section 2.3 of the  Agreement,  even though Buyer and/or Century will
be required to obtain new licenses after the Closing.

     8. Effectiveness. This Second Amendment shall be effective only if and when
approved by Seller's limited partners, and shall have no further force or effect
if not approved by Seller's  limited  partners by April 24,  1996.  Seller shall
give  Century  an  opportunity  to  review  and  approve  Seller's  solicitation
materials.

     9.  Expenses.  Within five (5)  business  days after  Century's  receipt of
invoices,  Century shall reimburse Seller for any reasonable legal fees incurred
by  Seller  or its  general  partner  in  connection  with the  negotiation  and
execution  of this Second  Amendment  and the  solicitation  of the  approval of
Seller's limited partners.

     IN WITNESS WHEREOF,  the parties hereto have executed this Second Amendment
to the Agreement as of this 10th day of April, 1996.

                                      GOLD CREEK ASSOCIATES, L.P.
                                      By:  Chrysore, Inc., General Partner

                                      By: /s/ Gary Findlay
                                            Name: Gary Findlay
                                            Title: Vice President

                                      WMCK ACQUISITION CORP.

                                     By: /s/ Norbert Teufelberger
                                             Name: Norbert Teufelberger
                                             Title: Director

                                      CENTURY CASINOS, INC.

                                      By: /s/ Norbert Teufelberger
                                             Name: Norbert Teufelberger
                                             Title: Secretary

                                       11
EXHIBIT 10.60

            PROMISSORY NOTE DATED MARCH 19, 1992, MADE BY CHRYSORE,
          INC. IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,850,000 PAYABLE
            TO R & L HISTORIC ENTERPRISES, TOGETHER WITH ASSIGNMENT
            DATED SEPTEMBER 14, 1992 OF SAID PROMISSORY NOTE TO TJL
             ENTERPRISES, INC. AND ASSIGNMENT DATED MAY 16, 1996 OF
                 SAID PROMISSORY NOTE TO CENTURY CASINOS, INC.

  
                                       12
447642 05/17/1996 01:05PM Page 1 of 1
              Constance R. Joiner, Clerk & Recorder, Teller County

                                   ASSIGNMENT

     FOR AND IN  CONSIDERATION  of the sum of $1.00 and other good and  valuable
consideration,  the undersigned do hereby convey, transfer and assign all of the
undersigned's  right,  title and interest to the assets described below to T J L
ENTERPRISES,  INC., a Colorado  corporation.  The assets being  transferred  are
described as follows:

     1.   A Promissory  Note dated March 19, 1992 in the original  principal sum
          of $1,850,000  payable to the order of R & L Historic  Enterprises,  a
          Colorado  General  Partnership,  and given by  Chrysore,  Inc.,  a New
          Jersey corporation.

     2.   A Deed of Trust  given to  secure  said  Promissory  Note of even date
          recorded  March 27,  1992 in Book 0597 at Page 0266 of the  records of
          the Recorder of Teller County, Colorado,  constituting a first lien on
          real property legally described as:

          Lots 16 and 17, Block 21, Fremont, now the City of Cripple Creek

          Commonly known as 210-212 E. Bennet Ave., Cripple Creek, CO 80813.

      DATED this 14th day of September, 1992.

                                      /s/ Joseph A. Fortino            
                                      Joseph A. Fortino

                                      /s/ Joe Giannetto                  
                                      Joe Giannetto

                                      /s/ Louis D. Carleo                
                                      Louis D. Carleo

                                       13
447643 05/17/1996 01:05PM Page 1 of 1
              Constance R. Joiner, Clerk & Recorder, Teller County

                      ASSIGNMENT OF NOTE AND DEED OF TRUST

     FOR AND IN CONSIDERATION of the sum One Million Three Hundred  Thirty-Seven
Thousand Five Hundred  Dollars  ($1,337,500.00)  to be paid in cash or certified
funds upon the execution of this Assignment, the undersigned does hereby convey,
transfer, and assign to Century Casinos, Inc., whose mailing address is 50 South
Steele Street, Suite 755, Denver, Colorado 80209, the following:

     a.   Promissory Note dated March 19, 1992, in the original principal sum of
          One Million  Eight  Hundred  Fifty  Thousand  Dollars  ($1,850,000.00)
          payable  to  the  order  of  R & L  Historic  Enterprises,  a  General
          Partnership, having an approximately balance as of May 10, 1996 in the
          amount  of  One  Million  Two  Hundred  Forty-Eight  Thousand  Dollars
          ($1,248,000.00),  and being secured by a Deed of Trust dated March 19,
          1992.

     b.   A Deed of Trust dated  March 19, 1992  securing  the  Promissory  Note
          referred to in Paragraph 1 hereof, recorded March 27, 1992 in Book 597
          at Page 266 under  Reception No. 394130 of the records of the Recorder
          of Teller County, Colorado,  constituting a lien against real property
          and  improvements  commonly  known as  210-212  East  Bennett  Avenue,
          Cripple Creek, Colorado and legally described as follows:

          Lots 16 and 17, in Block 21, in Fremont,  now City of Cripple Creek,
          Teller County, Colorado.

     c.   This Assignment is without recourse to the assignors hereof.

     d.   The undersigned  represents and warrants to the assignee hereof,  that
          the original  Promissory  Note and Deed of Trust have been assigned to
          the undersigned.

     e.   The  assignee  herein  acknowledges  having  received  a  copy  of the
          original  Promissory Note and Addendum thereto along with the recorded
          Deed of Trust and the Addendum thereto.

          Dated this 16th day of May, 1996.

                                   TJL ENTERPRISES, INC.

                                   By:/s/ Louis D. Carleo                  
                                        Louis D. Carleo
                                        Secretary/Treasurer

                                       14
STATE OF COLORADO                   )
                                    )ss
COUNTY OF PUEBLO                    )

     Subscribed and sworn to me this 16th day of May, 1996 by Louis D. Carleo as
Secretary/Treasurer of TJL Enterprises, Inc.

                                     /s/ David J. Banner                      
                                        Notary Public
                                       My Commission Expires:  10/11/97

                                       15
447641 05/17/1996 01:05PM Page 1 of 3
              Constance R. Joiner, Clerk & Recorder, Teller County

The printed portions of this form approved by the
Colorado Real Estate Commission (NTD 82-U-83)

IF THIS FORM IS USED IN A CONSUMER CREDIT TRANSACTION, CONSULT LEGAL COUNSEL.

THIS IS A LEGAL  INSTRUMENT.  IF NOT  UNDERSTOOD,  LEGAL,  TAX OR OTHER  COUNSEL
SHOULD BE CONSULTED BEFORE SIGNING.

                                 PROMISSORY NOTE
                                 (Right to Cure)

U.S. $1,850,000.00                                              Pueblo, Colorado
                                                                  March 19, 1992

1.   FOR VALUE RECEIVED,  the undersigned  (Borrower) promises to pay
     R & L HISTORIC ENTERPRISES, A GENERAL PARTNERSHIP

or order,  (Note  Holder) the  principal  sum of ONE MILLION EIGHT HUNDRED FIFTY
THOUSAND AND NO 100's ($1,850,000.00)

U.S.  Dollars,  with interest on the unpaid principal balance from SEE ADDENDUM,
until paid, at the rate of 9% percent per annum. Principal and interest shall be
payable  at  Pueblo,  Colorado,  or such  other  place  as the Note  Holder  may
designate, in SEE ADDENDUM payments of SEE ADDENDUM, due SEE ADDENDUM, being SEE
ADDENDUM.  Such payments shall continue until the entire indebtedness  evidenced
by this Note is fully paid;  provided,  however,  if not sooner paid, the entire
principal  amount  outstanding and accrued  interest  thereon,  shall be due and
payable on July 15, 1999.

2.  Borrower  shall pay to the Note Holder a late charge of 15.0% of any payment
not received by the Note Holder within 15 days after the payment is due.

3. Payments  received for application to this Note shall be applied first to the
payment of late  charges,  if any,  second to the  payment  of accrued  interest
specified  above,  and the balance applied in reduction of the principal  amount
hereof.

4. If any  payment  required  by this  Note is not paid  when  due,  the  entire
principal  amount  outstanding and accrued interest thereon shall become due and
payable at the option of the Note Holder (Acceleration) twenty days after notice
of Acceleration has been given. This time period shall run concurrently with the
right to cure, if any,  allowed by the Uniform Consumer Credit Code. Such notice
of Acceleration  shall specify the amount of the nonpayment plus any unpaid late
charges  and other  costs,  expenses  and fees due under  this  Note.  Until the
expiration  of said  twenty-day  period,  the  Borrower  may cure  all  defaults
consisting  of a failure to make  required  payments by tendering the amounts of
all unpaid sums due at the time of tender, without Acceleration, as specified by
the Note Holder in such notice.  Cure  restores the Borrower to his rights under
this Note as though  defaults had not  occurred.  Any  defaults  under this Note
occurring  within twelve months after the Note Holder has once given a notice of
Acceleration,  entitles  Borrower  to no  right  to cure,  except  as  otherwise
provided  by law.  The Note Holder  shall be entitled to collect all  reasonable
costs and  expense of  collection  and/or  suit,  including,  but not limited to
reasonable attorneys' fees.

5.  Borrower may prepay the  principal  amount  outstanding  under this Note, in
whole or in part, at any time without penalty.  Any partial  prepayment shall be
applied against the principal amount  outstanding and shall not postpone the due
date of any subsequent payments or change the amount of such payments.

                                       16
6. Borrower and all other makers,  sureties,  guarantors,  and endorsers  hereby
waiver presentment, notice of dishonor and protest, and they hereby agree to any
extensions  of time of  payment  and  partial  payments  before,  at,  or  after
maturity.  This Note shall be the joint and several  obligation  of Borrower and
all other makers,  sureties,  guarantors and endorsers, and their successors and
assigns.

7. Any notice to  Borrower  provided  for in this Note  shall be in writing  and
shall be given and be  effective  upon (1)  delivery  to Borrower or (2) mailing
such notice by first-class  U.S.  mail,  addressed to Borrower at the Borrower's
address  stated  below,  or to such other  address as Borrower may  designate by
notice to the Note Holder. Any notice to the Note Holder shall be in writing and
shall be given and be  effective  upon (1) delivery to the Note Holder or (2) by
mailing such notice by first-class  U.S. mail, to the Note Holder at the address
stated in the first  paragraph  of this Note,  or to such other  address as Note
Holder may designate by notice to Borrower.

8. The  indebtedness  evidenced by this Note is secured by a Deed of Trust dated
March 19, 1992, and until released said Deed of Trust contains additional rights
of the Note  Holder.  Such  rights may cause  Acceleration  of the  indebtedness
evidenced  by this  Note.  Reference  is made to said  Deed of  Trust  for  such
additional terms. Said Deed of Trust grants rights in the property identified as
follows:

Lots 16 and 17, in Block 21,  in  Fremont,  now City of  Cripple  Creek,  Teller
County, Colorado.

Property address:  210-212 E. Bennett Avenue, Cripple Creek, Colorado 80813.

                 (CAUTION: SIGN ORIGINAL NOTE ONLY/RETURN COPY)

IF BORROWER IS CORPORATION:

ATTEST:                                 CHRYSORE, INC., A NEW JERSEY CORPORATION

/s/                                     By:/s/ Jim Gulbrandsen             
      
                                           JIM GULBRANDSEN, PRESIDENT

KEEP THIS NOTE IN A SAFE PLACE.  THE  ORIGINAL OF THIS NOTE MUST BE EXHIBITED TO
THE PUBLIC TRUSTEE IN ORDER TO RELEASE A DEED OF TRUST SECURING THIS NOTE.

                      447641 05/17/1996 01:05PM Page 2 of 3
              Constance R. Joiner, Clerk & Recorder, Teller County

                                       17
FILE DATE: 03/27/1992  TIME: 12:15P                        BOOK: 0597 PAGE: 0270

     Teller County, Colorado, Constance R. Joiner - County Clerk & Recorder
                                 DOC #:0394130

                      447641 05/17/1996 01:05PM Page 3 of 3
               Constance R. Joiner, Clerk & Record, Teller County

                                   EXHIBIT "A"
                                    ADDENDUM

PAYMENTS SHALL BE IN THE AMOUNT OF $18,764.00 PER MONTH, INCLUDING PRINCIPAL AND
INTEREST,  AND SHALL  COMMENCE UPON THE OPENING OF THE CASINO TO BE  CONSTRUCTED
UPON THE PROPERTY,  OR JULY 15, 1992,  WHICHEVER IS SOONER,  AND SHALL BE DUE ON
THE 1ST DAY OF EACH SUCCEEDING MONTH THEREAFTER. IF NOT SOONER PAID, THE BALANCE
OF PRINCIPAL  AND ACCRUED  INTEREST  SHALL BE DUE AND PAYABLE  SEVEN YEARS AFTER
PAYMENTS COMMENCE.

IN ADDITION TO THE REGULAR  FIRST  MONTHLY  PAYMENT  EITHER UPON OPENING OF SAID
CASINO OR JULY 15,  1992  (WHICHEVER  IS SOONER)  ACCRUED  INTEREST AT 9% ON THE
$1,850,000.00  NOTE FROM MARCH 19, 1992 WILL BE DUE AND PAYABLE ON  SEPTEMBER 1,
1992.

IN ADDITION TO THE REGULAR PRINCIPAL AND INTEREST PAYMENTS ON THE NOTE SET FORTH
ABOVE, BORROWER (GRANTOR) SHALL PAY A PRINCIPAL PAYMENT OF $300,000.00 TO LENDER
(BENEFICIARY)  TWELVE (12) MONTHS  AFTER THE DATE OF OPENING OF THE CASINO TO BE
CONSTRUCTED UPON THE PROPERTY.* MONTHLY PAYMENTS SHALL THEREAFTER BE REAMORTIZED
AT 9% OVER THE  REMAINING  PORTION OF THE  ORIGINAL 15 YEAR TERM TO REFLECT THIS
PRINCIPAL REDUCTION, BUT THE FINAL PAYMENT DATE FOR PAYMENT IN FULL SHALL REMAIN
SEVEN YEARS AFTER THE ORIGINAL PAYMENTS COMMENCE.

BORROWER  (GRANTOR)  SHALL NOT ALLOW NOR PERMIT ANY MECHANIC'S  LIEN TO BE FILED
AGAINST THE PROPERTY AND SHALL DEFEND,  INDEMNIFY AND HOLD HARMLESS THE PROPERTY
AND LENDER  (BENEFICIARY)  FROM AND AGAINST ANY SUCH MECHANIC'S  LIEN.  BORROWER
(GRANTOR)  SHALL  OBTAIN   BUILDER'S  ALL  RISK  INSURANCE   NAMING  THE  LENDER
(BENEFICIARY)  AS LOSS PAYEE AND  PAYMENT AND  PERFORMANCE  BONDS  COVERING  ALL
CONSTRUCTION WORK ON THE PROPERTY.  VIOLATION OF THIS PROVISION SHALL CONSTITUTE
A DEFAULT AUTHORIZING THE LENDER (BENEFICIARY), AT ITS OPTION, TO FORECLOSE.

*BUT NOT LATER THAN OCTOBER 1, 1993.

Pay to the order of Century Casinos, Inc., without recourse.

                                            TJL Enterprises, Inc.

                                            By:/s/ Louis D. Carleo           
                                                 Louis D. Carleo
                                                 Secretary/Treasurer

                                       18
EXHIBIT 10.61

          PROMISSORY NOTE DATED JULY 1, 1996, MADE BY WMCK ACQUISITION
        CORP. IN THE ORIGINAL PRINCIPAL AMOUNT OF $5,174,540 PAYABLE TO
            GOLD CREEK ASSOCIATES, L.P. TOGETHER WITH GUARANTY DATED
         JULY 1, 1996, OF SAID PROMISSORY NOTE BY CENTURY CASINOS, INC.

                                       19
PROMISSORY NOTE

$5,174,540.00                                                       July 1, 1996

     FOR VALUE RECEIVED,  the  undersigned  WMCK  ACQUISITION  CORP., a Delaware
corporation  (the  "Maker"),  promises  to  pay  to  the  order  of  GOLD  CREEK
ASSOCIATES,  L.P., a New Jersey limited partnership,  or assigns (the "Holder"),
at Cooper  Perskie April  Niedelman  Wagenheim & Levenson,  P.A.,  1125 Atlantic
Avenue, Atlantic City, New Jersey 08041-4891, Attention: Anthony P. Monzo, Esq.,
or at such  other  place  as the  Holder  of this  Note  may  from  time to time
designate,  the  principal  amount of FIVE  MILLION  ONE  HUNDRED  SEVENTY  FOUR
THOUSAND FIVE HUNDRED FORTY AND NO/100THS DOLLARS ($5,174,540.00), together with
the interest on the unpaid principal amount from the date hereof,  until paid in
full, said principal and interest being due payable as follows:

     Payment.  Payments of interest on the unpaid principal balance hereof shall
be due and  payable  monthly in arrears at the rate of nine  percent  (9.0%) per
annum  (computed on the basis of a 360 day year applied to the actual  number of
days elapsed in each interest calculation period) commencing August 15, 1996 and
continuing on the fifteenth  (15th) day of each month thereafter until this Note
is paid in full.  Commencing  January 15,  1998,  payments of interest  shall be
accompanied by monthly principal  payments of $43,121.17.  On June 30, 2003, the
entire  balance of this Note shall be due and  payable  in full.  (See  attached
Amortization  Schedule.) All payments hereunder shall be made in lawful money of
the United States of America, without offset.

     Prepayment.  The  unpaid  principal  amount of this Note may be  prepaid in
whole  or in  part  at any  time or  times  without  premium  or  penalty.  Each
prepayment  shall be  applied  first to the  payment of all  interest  and other
amounts  accrued  hereunder  or under the  Security  Documents  (as  hereinafter
defined) on the date of any such  prepayment in such order as the Holder elects,
and the balance of any such prepayment  shall be applied to the principal amount
hereof. No prepayment shall entitle any person to be subrogated to the rights of
the Holder unless and until this Note has been paid in full.

     Security.  This Note evidences such monies advanced by the Holder to or for
the benefit of the Maker as Buyer under a certain Asset Purchase Agreement dated
as of  September  27,  1995  by and  among  the  Maker,  Century  Casinos,  Inc.
("Century") and the Holder (as amended, the "Asset Purchase Agreement"),  and is
secured  by a Deed of Trust and  Assignment  of Rents and  Leases  (the "Deed of
Trust"),  a  Security  Agreement  (the  "Security   Agreement"),   a  Collateral
Assignment  of Lease (the "Lease  Assignment")  and a Collateral  Assignment  of
Sublease (the "Sublease Assignment"), each dated of even date herewith (the Deed
of Trust,  Security  Agreement,  Lease  Assignment  and Sublease  Assignment are
collectively referred to herein as the "Security Documents").  The Deed of Trust
was made and executed by the Maker to the Public Trustee of Teller County, State
of  Colorado,  for the benefit of the Holder,  to be recorded in the real estate
records  of  Teller  County,  Colorado,  conveying  and/or  encumbering  certain

                                       20
property  situated in Cripple Creek,  Colorado,  as more fully  described in the
Deed of Trust.  The Security  Agreement  was made and executed by the Maker,  as
Debtor,  and the  Holder,  as  Secured  Party,  granting  the  Holder a security
interest  in  certain  collateral,  as  more  fully  described  in the  Security
Agreement.  The Lease Assignment was made and executed by the Maker and Century,
as Assignor,  for the benefit of the Holder, as Assignee,  to be recorded in the
real estate records of Teller County,  Colorado,  collaterally  assigning to the
Holder all of the  Maker's and  Century's  right,  title and  interest as lessee
under a lease of certain real property situated in Cripple Creek,  Colorado,  as
more fully described in the Lease Assignment.  The Sublease  Assignment was made
and  executed by the Maker,  as  Assignor,  for the  benefit of the  Holder,  as
Assignee, to be recorded in the real estate records of Teller County,  Colorado,
collaterally  assigning  to the Holder all of the Maker's  the right,  title and
interest as  sublessee  under a sublease of certain  real  property  situated in
Cripple Creek, Colorado, as more fully described in the Sublease Assignment. The
Holder is entitled to the benefits of the Security  Documents  and  reference is
made to each of them for a  description  of the  collateral  and the  rights and
remedies of the Holder thereunder.  None of the references to the Asset Purchase
Agreement or to any of the Security  Documents nor any  provision  thereof shall
affect or impair the absolute and  unconditional  obligation of the Maker to pay
the principal amount hereof, together with interest accrued thereon, when due.

         This Note shall  evidence,  and each of the  Security  Documents  shall
secure,  the  indebtedness  described herein and any future loans or advances or
payments that may be made to or on behalf of the Maker by the Holder at any time
or times hereafter  under the Security  Documents and any such loans or advances
or  payments  shall be added to and shall bear  interest at the same rate as the
principal indebtedness hereunder unless, as to advances or payments provided for
under the Security Documents, a greater rate is otherwise expressly provided for
by the Security Documents.

         Guaranty.  Payment  of the  principal  and  interest  on this  Note and
performance of the Maker's  obligations  under the Security  Documents have been
unconditionally  guaranteed by Century Casinos,  Inc. (the "Guarantor") pursuant
to a Guaranty of even date herewith (the  "Guaranty")  given by the Guarantor to
the Holder.

     Default.  The  occurrence  of  any  one or  more  of  the  following  shall
constitute an event of default ("Event of Default") hereunder:

     (1) failure to pay, when due, the principal, any interest, or any other sum
payable  hereunder,  and continuance of such failure for five (5) days after the
date on which  such  principal,  installment  of  interest  or other  sum is due
(whether upon  maturity  hereof,  upon any  installment  payment date,  upon any
prepayment date, upon acceleration, or otherwise); or

     (2) the occurrence of an event of default under the Guaranty,  the Security
Agreement  or the Deed of Trust (in each case as defined  therein) or a material
breach  of  any  representation,   warranty  or  covenant  of  Maker  under  the
Assignments that is not cured within the applicable grace period, if any; or

                                       21
(3) the termination by Maker of either of the Consulting Agreements of even
date herewith  between Maker and Gary Findlay and James A.  Gulbrandsen  for any
reason other than "for cause."

     Upon the  occurrence  of any such  Event of Default  hereunder,  the entire
principal amount hereof,  and all accrued and unpaid interest  thereon,  and any
other  amounts due  hereunder or under any of the Security  Documents,  shall be
accelerated,  and shall be  immediately  due and  payable,  at the option of the
Holder,  without  demand  or  notice,  and  in  addition  thereto,  and  not  in
substitution  therefor, the Holder shall be entitled to exercise any one or more
of the rights and remedies exercisable by the Holder upon a default under any of
the Security Documents,  or provided by applicable law. Failure to exercise said
option or to pursue such other  remedies  shall not  constitute a waiver of such
option or such other remedies or of the right to exercise any of the same in the
event of any subsequent Event of Default hereunder.

     The Holder may, upon the occurrence of any such Event of Default hereunder,
have  resort to the  collateral,  whether  real or personal  property,  given as
security for this Note in any order, and may sell and dispose of such collateral
in whole or in part, at any time or from time to time,  with no  requirement  on
the part of the Holder of this Note to marshal  assets.  The Holder shall not be
required to preserve any rights in such collateral as against prior parties.  In
the event that the Holder is required to give notice of any intended disposition
of  collateral  held as security  for this Note,  five (5) days' notice given by
mail or  telegraph  to the last  known  address  of Maker  shall be deemed to be
reasonable notice, unless a longer period is prescribed by law.

     Default  Interest.  In the event  that the  principal  amount  hereof,  any
interest or any other sum due  hereunder is not paid when due and  payable,  the
whole of the unpaid  principal  amount  evidenced  hereby and all unpaid accrued
interest  thereon  shall,  from the date when such  payment  was due and payable
until the date of payment in full thereof,  bear interest at the rate of fifteen
percent (15%) per annum,  which rate, if  applicable,  shall  commence,  without
notice, immediately upon the date when said payment was due and payable.

     Late Payment Charges.  In the event that the principal  amount hereof,  any
interest,  or any other sum is not paid when due and payable  hereunder or under
the terms hereof or under any of the Security  Documents  for a period in excess
of five (5) days, a "late  charge" equal to five percent (5%) of such payment or
part thereof so not paid may be charged to the Maker by the Holder.  This charge
shall be in  addition  to,  and not in lieu of,  any other  right or remedy  the
Holder may have and is in  addition  to any  reasonable  fees and charges of any
agents or attorneys  which the Holder is entitled to employ upon the  occurrence
of any Event of Default  hereunder,  whether  authorized  herein or by law. Such
"late  charge" if not  previously  paid shall,  at the option of the Holder,  be
added to and  become  part of the next  succeeding  monthly  payment  to be made
hereunder.

     Collection  Costs.  The  Maker  promises  to pay  all  costs  and  expenses
(including  without  limitation  reasonable  attorneys' fees and  disbursements)
incurred  in  connection  with the  collection  hereof or in the  protection  or
realization  of any  collateral  now or  hereafter  given  as  security  for the

                                       22
repayment hereof (including, without limitation, the security provided under the
Security  Documents),  and to perform each and every covenant or agreement to be
performed  by the Maker under this Note,  the Security  Documents  and any other
instrument evidencing or securing the obligation represented by this Note.

     Counting of Days.  Any  payment on this Note  coming due on a  Saturday,  a
Sunday,  or a day which is a legal holiday in the place at which a payment is to
be made hereunder  shall be made on the next  succeeding day which is a business
day in such  place,  and any  such  extension  of the time of  payment  shall be
included in the computation of interest hereunder.

     Waiver. Each Obligor (which term shall include the Maker, the Guarantor and
all other makers,  sureties,  guarantors,  endorsers and other persons  assuming
obligations  pursuant to this Note) under this Note hereby  waives  presentment,
protest, demand, notice of dishonor, and all other notices, and all defenses and
pleas on the grounds of any  extension or  extensions of the time of payments or
the due dates of this Note, in whole or in part, before or after maturity,  with
or without notice. No renewal or extension of this Note, no release or surrender
of any  collateral  given as security for this Note,  no release of any Obligor,
and no delay in  enforcement  of this Note or in  exercising  any right or power
hereunder,  shall  affect the  liability  of any  Obligor.  The  pleading of any
statute  of  limitations  as a defense  to any  demand  against  any  Obligor is
expressly waived.

     No Waiver by the Holder. No single or partial exercise by the Holder of any
right  hereunder,  under  any of the  Security  Documents  or  under  any  other
agreement given as security for this Note or pertaining  hereto,  shall preclude
any other or further exercise  thereof or the exercise of any other rights.  The
Holder  shall at all times have the right to proceed  against any portion of the
property  conveyed  and/or  encumbered  by the Deed of Trust and/or the Security
Agreement  and/or  the  Assignments  in such  manner as the Holder may deem fit,
without waiving any rights with respect to any portion of the property  conveyed
and/or encumbered by the Deed of Trust and/or the Security  Agreement and/or the
Assignments.  No delay or omission on the part of the Holder in  exercising  any
right  hereunder  shall  operate as a waiver of such right or of any other right
under this Note.

     No Right to Set Off.  The Maker  shall have no right to set off any amounts
due from the Holder to the Maker  against any amounts due to the Holder from the
Maker under this Note or any of the Security Documents.

     References.  Whenever  used  herein,  the words  "Maker" and  "Holder"  and
"Obligor" shall be deemed to include their respective successors and assigns.

     Governing Law;  Jurisdiction.  This Note shall be governed by and construed
under and in accordance  with the laws of Colorado (but not including the choice
of law rules  thereof).  The Maker hereby  consents to the  jurisdiction  of any
competent  court within the State of Colorado and consents to service of process
by any means  authorized by the laws of the State of Colorado.  The Maker hereby
expressly waives its rights to trial by jury in any action relating to this Note
or the Security Documents.

                                       23
Assignment. This Note may be assigned by Gold Creek Associates, L.P. to its
partners  or to a trust or other  entity  formed  for their  benefit  and may be
enforced against Maker by any such assignee(s).

     IN WITNESS  WHEREOF,  the  undersigned  has duly executed this Note, or has
caused this Note to be duly executed on its behalf, as of the day and year first
hereinabove set forth.

[SEAL]                           WMCK ACQUISITION CORP., a Delaware corporation

ATTEST:

/s/ Erwin Haitzmann              By:  /s/James D. Forbes
- -----------------------              -------------------------
    Erwin Haitzmann              By:     James D. Forbes
    Chairman                             President

                                       24
GUARANTY

     THIS  GUARANTY  is made as of July 1, 1996,  by CENTURY  CASINOS,  INC.,  a
Delaware  corporation  ("Guarantor"),  whose address is 50 South Steele  Street,
Suite  755,  Denver,  Colorado  80209,  to and for  the  benefit  of GOLD  CREEK
ASSOCIATES,  L.P., a New Jersey limited partnership ("Lender"), whose address is
c/o Cooper Perskie April  Niedelman  Wagenheim & Levenson,  P.A.,  1125 Atlantic
Avenue, Atlantic City, New Jersey 08401-4891, Attention: Anthony P. Monzo, Esq.

     WHEREAS,  in order to induce Lender to make a term loan (the "Loan") in the
principal  amount of FIVE MILLION ONE HUNDRED SEVENTY FOUR THOUSAND FIVE HUNDRED
FORTY  AND  NO/100THS  DOLLARS  ($5,174,540.00)  to WMCK  Acquisition  Corp.,  a
Delaware corporation and an affiliate of Guarantor  ("Borrower"),  in connection
with that certain Asset  Purchase  Agreement  dated as of September 27, 1995 (as
amended,  the "Asset  Purchase  Agreement")  by and among  Lender,  Borrower and
Guarantor,  which Loan is evidenced  by a  promissory  note (the "Note") of even
date  herewith  executed by Borrower  and is secured  pursuant to (i) a Security
Agreement between Borrower and Lender (the "Security Agreement"), (ii) a Deed of
Trust and  Assignment  of Rents and  Leases  executed  by  Borrower  in favor of
Lender,  (iii) a  Collateral  Assignment  of  Lease  executed  by  Borrower  and
Guarantor  in favor of Lender,  and (iv) a  Collateral  Assignment  of  Sublease
executed  by  Borrower  in  favor  of  Lender,   each  of  even  date   herewith
(collectively,  together  with this  Guaranty,  and any and all other  documents
executed  in   connection   therewith  or  arising   therefrom,   the  "Security
Documents"), Lender has asked that Guarantor sign this Guaranty;

     WHEREAS, Lender is willing to advance the Loan only upon the condition that
it receive this Guaranty of Borrower's payment of the Note and performance under
the Security Documents; and

     WHEREAS,  Guarantor acknowledges that, as owner of all of the capital stock
of Borrower, it will be considerably benefited by the advancement of the Loan to
Borrower;

     NOW,  THEREFORE,  in  consideration of the Loan made by Lender to Borrower,
and  other  good  and  valuable   consideration   receipt  of  which  is  hereby
acknowledged, Guarantor hereby agrees as follows:

     1. Guaranty of Payment. Guarantor unconditionally and absolutely guarantees
the punctual and full payment when due of all principal, interest and other sums
due and owing or which in the  future  become  due or owing on the Note or under
any of the other  Security  Documents,  regardless  of whether  recovery on such
indebtedness  or liability  may be or hereafter  become barred by any statute of
limitations  or such  indebtedness  or  liability  may  otherwise  be or  become
unenforceable,  and  agrees  that this  Guaranty  shall be  deemed a  continuing
Guaranty of the Loan from Lender to Borrower.

     2.  Guaranty  of  Performance.  Guarantor  unconditionally  and  absolutely
guarantees the due,  punctual and full performance and observance by Borrower of
all of the  other  terms,  covenants  and  conditions  of the Note and the other
Security  Documents,  whether  according to the present  terms  thereof,  at any
earlier or  accelerated  date or dates as provided  therein,  or pursuant to any
extension  of time or to any  change or  changes  in the  terms,  covenants  and
conditions thereof now or at any time hereafter made or granted.

                                       25
3. Waiver;  Term of Liability.  Guarantor  waives  diligence,  presentment,
protest,  notice of dishonor,  demand,  extension of time for payment, notice of
non-payment at maturity, and indulgences and notices of every kind, and consents
to any and all  forbearances  and extensions of time of payment of the Note, and
to any and all  changes in terms,  covenants  and  conditions  thereof or of the
Security  Documents;  it being the intention  hereof that Guarantor shall remain
liable as a principal  until the full amount of all sums payable  under the Note
shall have been fully paid and until the terms,  covenants and conditions of the
Note and of the Security  Documents  shall have been  performed  and observed by
Borrower,  notwithstanding  any act,  omission or thing  which  might  otherwise
operate as a legal or equitable discharge of Guarantor.

     4. Change in Borrower.  Guarantor agrees that its obligation as a Guarantor
shall not be  impaired,  modified,  changed,  released  or limited in any manner
whatsoever by any impairment, modification, change, release or limitation of the
liability of Borrower or its estate in bankruptcy,  resulting from the operation
of any  present or future  provision  of the  bankruptcy  laws or other  similar
statute, or from the decision of any court.

     5.  Actions by Lender.  Guarantor  agrees that  Lender  shall have the full
right,  in its sole  discretion  and  without  any  notice  to or  consent  from
Guarantor, from time to time and at any time and without affecting, impairing or
discharging,  in whole or in part, the liability of Guarantor hereunder:  (a) to
make any change,  amendment or  modification  whatsoever  of any of the terms or
conditions of the Note or of the Security Documents;  (b) to extend, in whole or
in part,  by renewal or otherwise,  and on one or any number of  occasions,  the
time for the payment of any  principal or interest or any other amount  pursuant
to the Note or for the  performance  of any term or  condition of the Note or of
the  Security  Documents;  (c)  to  settle,  compromise,   release,  substitute,
surrender,  modify or impair,  to enforce and exercise,  or to fail or refuse to
enforce or exercise, any claims, rights or remedies of any kind or nature, which
Lender may at any time have  against  Borrower,  or with respect to any security
interest of any kind held by Lender at any time, whether under the Note or under
the Security Documents or otherwise; and (d) to release,  substitute,  surrender
or enforce any security  interest of any kind held by Lender at any time, and to
collect  and  retain  or  liquidate  any  collateral  subject  to such  security
interest, whether under this Guaranty or otherwise.

     6. Independent  Obligation.  Guarantor agrees that Guarantor's  obligations
hereunder are  irrevocable,  and are independent of the obligations of Borrower;
that a  separate  action  or  actions  may be  brought  and  prosecuted  against
Guarantor  regardless  of  whether  any action is brought  against  Borrower  or
whether  Borrower is joined in any such action or  actions;  and that  Guarantor
waives  the  benefit of any  statute  of  limitations  affecting  its  liability
hereunder or the enforcement hereof.

     7.  Default.  In case of any default by Borrower  under any of the Security
Documents remaining uncured after any applicable notice and grace period, Lender
shall have the right (a) to enforce  its rights  under this  Guaranty  or (b) to
enforce its rights against  Borrower,  including  without  limitation its rights
under any instrument securing the payment or performance of the Loan, in any

                                       26
order, and all remedies  available to Lender shall be  non-exclusive.  Guarantor
hereby  empowers  Lender,  its successors and assigns,  in its sole  discretion,
without  notice  to  Guarantor,  to  exercise  any  right or remedy it may have,
including but not limited to judicial  foreclosure,  exercise of rights of power
of sale, taking a deed or assignment in lieu of foreclosure or sale, appointment
of a receiver  to protect  the  security  or to collect  the rents and  profits,
exercise of remedies against personal property,  or enforcement of an assignment
of leases,  as to any  security,  whether  real,  personal  or  intangible,  and
Guarantor  shall be liable to Lender for any failure of such securities to fully
satisfy the Loan, even though any rights  Guarantor may have against Borrower or
others may be  diminished  or  destroyed by the exercise or election to exercise
any such  remedy.  In the  event  Lender,  in its  sole  discretion,  elects  to
foreclose  against all or any portion of the  security  given for the Loan,  the
amount bid by Lender,  provided  such bid has been as  required  by law,  or the
amount  received  by  Lender  at the sale of the  security  shall be  conclusive
evidence of the value of the security for purposes of determining  any remaining
deficiency judgment to be enforced against Guarantor. Guarantor hereby expressly
waives its rights to trial by jury in any action relating to the Guaranty.

     8. Reimbursement. Guarantor agrees that in the event that Lender retains or
engages an  attorney or  attorneys  to enforce  this  Guaranty,  Guarantor  will
reimburse  Lender  for all  expenses  incurred,  including  attorneys'  fees and
disbursements.

     9.  Jurisdiction.   Guarantor  irrevocably  submits  to  the  non-exclusive
jurisdiction  of any Colorado or Federal court sitting in Colorado in any action
or  proceeding  arising  out of or relating to this  Guaranty,  and  irrevocably
agrees  that all claims in respect of such action or  proceeding  shall be heard
and determined in such Colorado or Federal court.  Guarantor agrees that service
of  process  may be  made,  and  personal  jurisdiction  over  Guarantor  may be
obtained,   by  whatever  methods  are  provided  by  Colorado  law.   Guarantor
irrevocably  waives (a) any objection  that  Guarantor may have to the laying of
venue of any such action or  proceeding  in any of the said courts,  and (b) any
claim that it may have that any such action or proceeding has been brought in an
inconvenient forum. Guarantor agrees that a final judgment in any such action or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the  judgment or in any other  manner  provided by law.  Nothing in this
paragraph  shall affect the right of Lender to serve legal process in any manner
permitted by law. In addition,  and for the purposes of enforcing  any judgment,
Guarantor  irrevocably  consents  to  the  jurisdiction  of  the  courts  of any
jurisdiction where assets or properties of Guarantor are located.  To the extent
that  Guarantor has or hereafter may acquire any immunity from the  jurisdiction
of any court  (including,  without  limitation,  any court of Colorado or of the
United States of America) or from any legal process  (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution,
or otherwise) with respect to itself or its property,  and to the extent that in
any such  jurisdiction  there may be attributed  such  immunity  (whether or not
claimed),  Guarantor  irrevocably  and  unconditionally  agrees not to claim and
irrevocably  and  unconditionally   waives  such  immunity  in  respect  of  its
obligations  under this  Guaranty  and in  respect  of any action or  proceeding
arising out of or relating to this Guaranty.

                                       27
10.  Subrogation.  Guarantor  agrees that Guarantor  shall have no right of
subrogation  whatever with respect to the indebtedness  guaranteed  hereby or to
any collateral securing such indebtedness unless and until such indebtedness has
been paid in full.

     11. Assignment.  Lender may assign or transfer this Guaranty and its rights
hereunder, in whole or in part, in connection with the assignment or transfer of
the Loan. The benefit of this Guaranty shall  automatically pass with a transfer
or  assignment  of Lender or its  successor or assign in the Loan or any portion
thereof to any  subsequent  party to the extent of such party's  interest in the
Loan.  In the event of any such  transfer or  assignment,  this  Guaranty  shall
remain in full force and effect with respect to any interest retained by Lender.
Guarantor's obligations hereunder may not be assigned or delegated.

     12. Financial Statements. During the term of this Guaranty, Guarantor shall
provide to Lender:

     (a) as soon as  available  but no later than one hundred  and twenty  (120)
days  after the end of each  fiscal  year of  Guarantor,  a copy of the  audited
balance  sheet of  Guarantor  as of the end of such  fiscal year and the related
audited  statements of income,  changes in  stockholders'  equity and changes in
financial position of Guarantor for such fiscal year, setting forth in each case
in  comparative  form the  corresponding  figures  for the  previous  year,  all
prepared  in  reasonable  detail  and  in  accordance  with  generally  accepted
accounting  principles  ("GAAP")  consistently  applied,  and certified  without
qualification  by an  independent  certified  public  accountant  of  recognized
standing, and

     (b) as soon as available but no later than sixty (60) days after the end of
each fiscal quarter, Guarantor's balance sheet as of the end of such period, and
Guarantor's income statement for such period and for that portion of Guarantor's
financial  reporting  year ending with such period,  conforming  with  generally
accepted accounting principles consistently applied and prepared and attested by
the chief  financial  officer or controller  of Guarantor as being  complete and
correct and fairly presenting Guarantor's financial condition and the results of
Guarantor's operations, provided that Guarantor has prepared such information in
the  ordinary  course  of  business  or can  prepare  such  information  without
significant cost or expense to Guarantor; and

     (c) such  additional  information  with  respect to Guarantor as Lender may
from time to time reasonably request.

     13. Negative Covenants of Guarantor. Until all sums due and owing under the
Note and the Security Documents have been paid in full and performed,  Guarantor
hereby covenants and agrees that it shall not:

     (a) Unless  Lender  otherwise  consents  in  writing,  purchase,  redeem or
otherwise  acquire  any of its own  capital  stock or the  capital  stock of any
Affiliate (hereinafter defined),  unless the consideration paid therefor is less
than $100,000 in the aggregate on a cumulative basis.

     (b) Declare or pay any dividends.

                                       28
(c)  Without  the prior  written  consent  of  Lender,  (i) change its name
(unless  Lender is given at least 21 days' prior written notice of such change),
(ii)  discontinue its business,  (iii) make any material change in the nature or
character of its business, or (iv) reorganize, liquidate, terminate or dissolve,
whether voluntarily or involuntarily.

     (d) Without the prior written consent of Lender, directly or indirectly (i)
make any loans,  advances,  extensions of credit or capital  contributions to or
other investment in any Affiliate that is not consolidated with Guarantor in the
statements furnished to Lender pursuant to Section 12 hereof,  except in amounts
not to exceed  $100,000 in the aggregate in any calendar  year,  (ii)  transfer,
sell, assign or otherwise dispose of any assets to any Affiliate,  except in the
ordinary  course of business on terms no less  favorable to Guarantor than could
be obtained  from a third party and with prior written  notice to Lender,  (iii)
purchase or acquire assets from any Affiliate,  except in the ordinary course of
business on terms no less  favorable to Guarantor  than could be obtained from a
third  party and with prior  written  notice to  Lender,  or (iv) enter into any
other  transaction  with or for the  benefit  of any  Affiliate,  except  in the
ordinary  course of business on terms no less  favorable to Guarantor than could
be obtained  from a third  party and with prior  written  notice to Lender.  For
purposes of this  Agreement,  the term  "Affiliate"  shall have the same meaning
given to it in the Security Agreement.

     14. Affirmative Covenants of Guarantor.  Until all sums due and owing under
the  Note and the  Security  Documents  have  been  paid in full and  performed,
Guarantor hereby covenants and agrees that it shall:

     (a)  Preserve,  maintain  and keep in full force and  effect its  corporate
existence in the jurisdiction of its incorporation,  and all rights, franchises,
licenses and  privileges  necessary  or  desirable in the normal  conduct of its
business  (unless  the  failure to  maintain  any right,  franchise,  license or
privilege  would not have a material  adverse  effect on  Guarantor),  including
without  limitation all required gaming and liquor licenses;  continue to engage
in business of the same  general  type as now  conducted by it; and conduct such
business in an orderly, efficient and regular manner consistent with the conduct
of its business prior to the date hereof.

     (b) Timely file all required tax returns;  pay and  discharge  all material
taxes, assessments and other governmental charges imposed upon it; provided that
Guarantor shall not be required to pay any such tax,  assessment or charge which
is being  contested in good faith and by proper  proceedings  if Guarantor  sets
aside on its books adequate reserves therefor.

     (c) Perform in  accordance  with its terms every  contract,  agreement,  or
other  arrangement  to which  Guarantor  is a party or by which it or any of its
assets are bound,  except to the extent that (i)  Guarantor  is  contesting  the
provisions thereof in good faith and by proper proceedings,  or (ii) the failure
to comply  therewith  does not and will not, in the  aggregate,  have a material
adverse effect on the business, operations, property, or condition (financial or
otherwise) of Guarantor.

     (d)  Comply  with  all  applicable  laws,  regulations,  orders  and  other
requirements  of any court,  tribunal,  arbitrator  or  governmental  authority,
including  without  limitation  the  Colorado  gaming and liquor  license  laws,
non-compliance  with which could have a material adverse effect on the business,
operations,  property or condition  (financial or otherwise) of Guarantor and/or
Borrower.
                                       29
15.  Default.  The  occurrence  of any one or more of the  following  shall
constitute an event of default ("Event of Default") hereunder:

     (a) the breach by Guarantor of any representation,  warranty or covenant in
this Guaranty; or

     (b) a breach by Borrower of any representation, warranty or covenant in the
Note or the Security  Documents  that is not cured within the  applicable  grace
period, if any; or

     (c) the failure of Guarantor to maintain, on a consolidated basis and as of
the date of any financial  statement  provided  pursuant to Section 12 above,  a
ratio  of Net  Tangible  Equity  to  Lender  Debt of at  least .5 to 1. For this
purpose,  "Net Tangible  Equity" means  Guarantor's  total assets  (exclusive of
intangibles,  including good will, and exclusive of any assets acquired pursuant
to the Asset  Purchase  Agreement  or used in the  operations  of the Casino (as
defined in the Asset Purchase  Agreement))  minus  Guarantor's total liabilities
(exclusive of Lender Debt), and "Lender Debt" means the unpaid principal balance
of the  Note,  in each  case  to be  determined  in  accordance  with  GAAP on a
consolidated  basis. For purposes of calculating Net Tangible Equity  hereunder,
upon  payment of any Lender Debt,  Net Tangible  Equity shall be reduced by only
$.50 for each $1.00 of Lender Debt paid.

     (d) Guarantor  becomes  bankrupt or insolvent or enters into liquidation or
enters into any  arrangement or composition  with its creditors (or any of them)
or has a receiver appointed.

     16. Amendment.  This Guaranty may not be changed orally,  and no obligation
of Guarantor may be released or waived by Lender,  except by a writing signed by
Lender.

     17.  Proceeds.  Guarantor  hereby  authorizes  Lender,  without  notice  to
Guarantor,  to apply all payments  and credits  received  from  Borrower or from
Guarantor  to  payment of the Loan or the  satisfactions  of the  covenants  and
conditions  set forth in the  Security  Documents,  in such  manner  and in such
priority as Lender, in its sole judgment, shall see fit.

     18.  Notices.  All notices and other  communications  hereunder shall be in
writing and mailed, sent by facsimile  transmission or personally delivered,  if
to  Guarantor,  addressed to  Guarantor  at the address set forth  above;  if to
Lender,  addressed  to Lender at the address set forth  above;  or at such other
address as shall be designated in a written notice as provided herein.  All such
notices and  communications  shall be effective,  when mailed  (certified  mail,
return  receipt  requested),   when  deposited  in  the  U.S.  mail,  and,  when
transmitted or delivered, upon receipt, addressed as aforesaid.

     19. Captions.  The section headings in this Guaranty are for convenience of
reference only and are not to be considered a part hereof and shall not limit or
otherwise affect any of the terms hereof.

                                       30
20. Binding Effect.  Guarantor agrees that this Guaranty shall inure to the
benefit of and may be enforced by Lender and its successors and assigns, and any
subsequent  holder of the Note or any other promissory note given by Borrower to
Lender,  and  shall  be  binding  upon and  enforceable  against  Guarantor  and
Guarantor's successors or assigns.

     21.  Governing  Law.  This  Guaranty  shall be governed by and construed in
accordance  with the laws of Colorado (but not including the choice of law rules
thereof).

     22. Reasonableness.  Section 13 hereof contemplates that Guarantor may seek
Lender's  consent  to  take  actions  which  are  otherwise  prohibited  by this
Guaranty.  The Lender hereby agrees to act reasonably in considering  whether to
grant or withhold consent to the actions otherwise prohibited by paragraphs (a),
(c) or (d) of Section 13, meaning that such consent will be provided  unless the
Lender believes in good faith that the proposed  action (or omission)  adversely
affects in any material  respect the likelihood of the Loan being repaid in full
in accordance with the terms of the Note. With respect to any consent  requested
by Guarantor,  if  Guarantor's  request is not responded to by Lender within ten
(10) business days after Lender has received a written  request from  Guarantor,
Guarantor may provide notification to Lender of such fact and Lender agrees that
any such consent shall be deemed granted if Guarantor's request is not responded
to within three (3) business days following receipt of such written notice.

     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of
the day and year first above written.

WITNESS:                           CENTURY CASINOS, INC., a Delaware Corporation

/s/ Erwin Haitzmann                By:  /s/James D. Forbes
- -----------------------                -------------------------
    Erwin Haitzmann                By:     James D. Forbes
    Chairman                               President

                                       31
EXHIBIT 10.62

                 BUILDING LEASE DATED AS OF JULY 1, 1996, AMONG
               TJL ENTERPRISES, INC., WMCK ACQUISITION CORP. AND
               CENTURY CASINOS, INC., TOGETHER WITH MEMORANDUM OF
               BUILDING LEASE WITH OPTION TO PURCHASE DATED AS OF
                      JULY 1, 1996, AMONG THE SAME PARTIES

                                       32
BUILDING LEASE

     THIS LEASE,  made and entered into this 1st day of July, 1996,  between TJL
Enterprises,  Inc., a Colorado  corporation,  hereinafter called the LESSOR, and
WMCK Acquisition  Corp., a Delaware  corporation,  and Century Casinos,  Inc., a
Delaware corporation, hereinafter collectively called Lessee.

                              W-I-T-N-E-S-S-E-T-H:

     THAT IN CONSIDERATION  of the payment of rent hereinafter  provided and the
keeping and performance of each of the covenants and agreements  hereinafter set
forth by the  Lessee,  Lessor  has and does  hereby  lease  unto the  Lessee the
following  described  premises and  building  located  thereon,  situated in the
County of Teller,  State of Colorado,  to wit:  Lot 18,  Block 21,  Fremont (now
Cripple  Creek),  commonly  known as 208 East  Bennett  Avenue,  Cripple  Creek,
Colorado 80813 ("Premises").

     TO HAVE AND TO HOLD the same unto the Lessee  from 12:00  o'clock  midnight
July 1, 1996 to 12:00 o'clock  midnight June 30, 2006, at and for a rental,  for
the full term  aforesaid of One Million  Seven  Hundred  Fifty-two  Thousand and
no/100 ($1,752,000.00)  payable in monthly installments of Fourteen Thousand Six
Hundred  and no/100  ($14,600.00)  on or before  the third day of each  calendar
month during the term at Lessor's  Pueblo,  Colorado,  address set forth in this
Lease.

     TRIPLE NET LEASE.  It is the  understanding  and  agreement  of the parties
hereto that this is a Triple Net Lease, Lessee to bear all expenses and make all
payments  consistent with the principle of a Triple Net Lease unless  stipulated
otherwise herein: and Lessee hereby assumes and agrees to perform all duties and
obligations  with relation to the premises,  the improvements  thereon,  and the
appurtenances  thereto, as well as the use, operation,  and maintenance thereof,
even though such duties and obligations would otherwise be construed to be those
of Lessor provided,  however, that Lessee shall not be required to pay any prior
existing  mortgages or any future  mortgages  that are placed on the property by
Lessor.  Lessee  shall have the same rights as Lessor under all  guaranties  and
warranties  by building  contractors  and  suppliers of materials  and equipment
installed in the Premises.

     PAYMENT OF REAL ESTATE TAXES AND  ASSESSMENTS.  The parties  agree that, as
part of the  consideration  for the Lease and in addition to the rent  provided,
Lessee shall,  after the  commencement of the term of this Lease, and during the
remainder of the term of this Lease and any renewal or extension thereof, pay to
the public officers  charged with the collection  thereof,  promptly as the same
become  due,  all  taxes,  levies,  licenses,  excises,   franchises,   imposts,
penalties,  and charges,  general and special,  ordinary and  extraordinary,  of
whatever  name,  nature,  and kind,  which are now or may  hereafter  be levied,
assessed,  charged, or imposed, which are or may become a lien (whether federal,
state,   city,   county,  or  other  public  authority)  upon  this  Lease,  the
above-described  Premises,  the use or  occupancy  thereof,  the  buildings  and
improvements now or hereafter situated thereon, or upon the occupants in respect
thereof.  It is agreed that the above taxes shall not be in any way construed to
include any federal or state income taxes assessed against Lessor.

                                       33
In the event  Lessee  should  fail to pay the taxes or  assessments  herein
required to be paid by Lessee, prior to the date when a delinquent rate would be
imposed,  then Lessor may,  at its option  (ten (10) days prior  written  notice
having been given to Lessee), pay such taxes to the public officers charged with
the  collection  thereof,  and the amount or amounts of money so paid by Lessor,
together with interest on all such amounts at the rate of 18% (eighteen percent)
per annum,  shall be repaid by Lessee to Lessor  upon  demand,  and the  payment
thereof may be collected or enforced by Lessor in the same manner as though said
amounts were an  installment or rent  specifically  required by the terms of the
Lease agreement to be paid by Lessee to Lessor upon the date when Lessor demands
repayment thereof;  the election of Lessor to pay such taxes shall not waive the
default thus committed by Lessee.

     OTHER  TAXES.  Lessee  agrees  that  during  the term of this  Lease or any
extension or renewal  thereof,  it will pay to the public officers  charged with
the  collection  thereof any use tax,  sales tax and personal  property tax that
might be imposed by any  governmental  body against  either  Lessor or Lessee by
reason of the  occupancy  of the  Premises  and  payment of rental  therefor  by
Lessee;  and Lessee further  covenants and agrees to pay such tax or taxes prior
to the same  becoming  delinquent  and to furnish  unto Lessor  evidence of such
payment.  In the event Lessee  should fail to pay such use or sales taxes,  then
Lessor,  at its sole option,  (ten (10) days prior  written  notice  having been
given to  Lessee)  may pay said tax or taxes,  and the  amount so paid by Lessor
together with interest on all such amounts at the rate of 18% (eighteen percent)
per annum shall be added to and become additional rental to be paid by Lessee to
Lessor.

     THE LESSEE  AGREES to pay the rent and all  charges for all  utilities  and
taxes promptly when due; if said rent is not paid within ten (10) days from date
due,  to  pay  all  reasonable  costs  and  expenses  of  litigation,  including
reasonable  attorney  fees  incurred by Lessor  because of nonpayment of rent or
other  breach by Lessee,  whether or not said  litigation  proceeds to judgment.
Should  Lessor be in default or breach of this Lease,  Lessee  shall give Lessor
written notice of same, and, if the default is not cured within thirty (30) days
thereafter,  Lessee shall be entitled to reasonable  attorneys fees in enforcing
Lessee's rights.

     THE LESSEE AGREES to keep all improvements  upon said Premises,  including,
but not limited to, all fixtures, all sewer connections,  plumbing,  heating and
air-conditioning equipment,  wiring, electrical service and glass, in good order
and repair and to maintain the exterior  walls and roof,  ordinary wear and tear
excepted.

     THE  LESSEE  AGREES  not to  install  signs on the  exterior  of the Leased
Premises,  not to order any repairs whatsoever at the expense of the Lessor, nor
to make any improvements, alterations, or changes or redecorations to the Leased
Premises  without first  obtaining the written  consent of the Lessor.  Lessor's
consent  shall not be  unreasonably  withheld.  All  improvements,  alterations,
changes,  or redecorations of the Leased Premises shall be made at Lessee's sole
cost and expense. Lessee shall not permit or allow liens to be filed against the
Leased  Premises  and prior to ordering and repairs or  remodeling  Lessee shall

                                       34
timely post notice that Lessor's  interest in the Leased Premises is not subject
to any lien in accordance  with C.R.S.  38-22-105.  Lessee shall, if directed in
writing by Lessor, upon termination of this Lease immediately  replace,  remove,
or change  walls or fixtures  and restore  the Leased  Premises to its  original
condition.

         THE LESSEE  AGREES at the  expiration  of this Lease to  surrender  and
deliver up said Premises, including, but not limited to, all fixtures, including
fixtures on inventory  list attached as Exhibit A, heating and  air-conditioning
equipment,  plumbing, sewer connections,  wiring and glass, in as good order and
condition as when the same were entered upon, loss by fire,  insurable  accident
or ordinary wear and tear expected.

         THE LESSEE  AGREES to sublet no part of said  Premises  nor assign this
Lease or any interest  herein,  without the written  consent of the Lessor first
being obtained. Lessor's consent shall not be unreasonably withheld.

         THE LESSEE AGREES to use said Leased  Premises only for the purpose set
forth in the following  paragraph,  and for no purpose prohibited by the laws of
the United  States,  the State of  Colorado,  or the  ordinances  of the City of
Cripple Creek, now in force or hereafter enacted; to promptly observe and comply
with or  execute,  at its own  expense,  all  present  and future  laws,  rules,
requirements,  orders,  directions,  ordinances,  and  regulations of the United
States of  America,  or of any State,  City or  municipality  and of any and all
other government authorities or agencies that have jurisdiction.

         THE LESSEE AGREES to keep all sidewalks and parking area free from ice,
litter,  dirt, debris and  obstructions:  to keep said Premises clean and in the
sanitary  condition  required by all ordinances and health,  sanitary and police
regulations;  and to use said  Premises  for the  purpose  of casino  and gaming
establishment, gift shop, and restaurant.

         THE  LESSEE  AGREES  neither  to permit  nor  suffer  any  unreasonable
disorderly conduct or nuisance about said premises.

         THE LESSEE AGREES neither to hold nor attempt to hold the Lessor liable
for any injury or damage to  persons or  property  either  proximate  or remote,
including,  but not limited to, those  arising from the use of said  Premises by
Lessee,  or from  repairs,  alterations,  injury or accident  occurring  on said
Premises or other parts of Lessor's  property not herein leased,  or on adjacent
Premises,  or occasioned by defective  electric wiring,  or breakage or stoppage
resulting  from freezing or otherwise,  or for any water damage to the fixtures,
equipment, or merchandise of Lessee in the Leased Premises unless said injury is
due to negligent acts or omissions of Lessor.

         THE LESSEE AGREES  neither to permit nor suffer said  Premises,  or the
walls or floors thereof, to be endangered by overloading.

         THE LESSEE AGREES that none of Lessor's personal property referenced on
Exhibit B shall be moved in any  material  respect or removed  without  Lessor's
consent.

                                       35
THE LESSEE AGREES that if the Lessee  removes brick or other  material from
the Premises, the Lessee shall, at the Lessee's expense, remove such material to
a mutually agreed location, shall retain such material to the extent required by
law  and  shall  restore  such  removed  material  to  the  extent  possible  on
termination of the Lease.

     THE LESSEE AGREES to permit the Lessor at any reasonable hour of the day to
enter into or upon and to go through and inspect said Premises.

     THE LESSEE  AGREES to indemnify  and save Lessor  harmless from any and all
claims,  demands,  expenses,  fines,  attorney fees, suits, causes of action and
liability  for any damage or injury to persons or property  through  accident or
casualty occurring on any portion of the Leased Premises or arising out of or in
any way connected  with Lessee's use of the Leased  Premises,  or as a result of
any act or  omission  of Lessee,  its agents or  employees.  Lessee  shall carry
worker's  compensation  insurance as required by law and  comprehensive  general
liability insurance  including bodily and property damage,  requiring the giving
of thirty (30) days'  notice to Lessor  prior to  cancellation,  termination  or
change in such insurance during the term hereof covering Lessee as named insured
and Lessor as  additional  insured with an  insurance  company  satisfactory  to
Lessor for limits of not less than $1,000,000 per claim occurrence. Lessee shall
no less frequently  than annually  provide Lessor  certificates  thereof showing
such insurance to be in force.

     THE  LESSEE  AGREES at its cost,  to obtain  concurrent  with the taking of
occupancy of the demised Premises,  and to maintain at all times during the term
of this Lease, with insurance companies qualified to do business in the State of
Colorado  and having a general  policyholder's  rating of A+, fire and  extended
coverage  insurance  upon  the  demised  Premises  in the  amount  equal  to the
replacement cost of the demised Premises and  improvements  thereon.  The policy
shall  waive  subrogation  rights  against  Lessor and Lessee  agrees to make no
claims  against  Lessor.  All policies of insurance or  certificates  thereof as
provided in this  paragraph  shall be  delivered  to Lessor and shall be renewed
from time to time by Lessee so that at all times the insurance protection herein
provided shall continuously exist.

     In the event of the destruction of the improvements  located on the demised
Premises  so as to render the  Premises  or a portion  thereof  untenantable  by
Lessee,  it shall be the  obligation  of Lessor,  as  hereinafter  provided for,
promptly to repair or rebuild the building and  improvements as well as possible
to their  original  condition,  and the proceeds  collected  from the  insurance
policy or policies  herein  described  shall be made available to Lessor for the
purposes of effecting such repair or  restoration,  and the parties hereto agree
that such  insurance  proceeds shall be first applied to the cost of any repairs
and restoration before using any portion thereof for any other purposes.

     In the event that there shall  remain any  portion of the  proceeds of such
insurance policy or policies after the repair and reconstruction of any building
or  improvements  to a  condition  equal to the former  condition  thereof,  and
provided no condition of default  exists on the part of Lessee  herein under the
terms of this Lease, then any such excess shall be paid to Lessee herein. Lessee
shall be  entitled  to all  insurance  proceeds  representing  the  value of the
leasehold  improvements being paid for by Lessee (together with all replacements
thereof and additions thereto).

                                       36
Lessee  covenants  and agrees with Lessor that Lessee will pay the premiums
for all of the  insurance  policies  that Lessee is obligated to carry under the
terms of this Lease and that  Lessee  will  deliver to Lessor  evidence  of such
payment before the payment of any such premiums  becomes in default;  and Lessee
will cause  renewals  of expiring  policies  to be written  and the  policies or
copies  thereof,  as Lessor  may  require,  to be  delivered  to Lessor at least
fifteen  (15) days before the  expiration  date of such  expiring  policies.  If
obtainable, such policy or policies of insurance shall provide that the same may
not be canceled  without  giving at least  thirty (30) days' notice to Lessor of
intent to cancel.

     Anything to the contrary herein  notwithstanding,  the parties hereto agree
that the provisions of this paragraph  shall be subject to the  requirements  of
any  institutional  lender now or at any time hereafter  holding a lien upon the
demised Premises,  including,  without limitation thereto, the types and amounts
of coverage, the named insureds, the insurers, and the right of the mortgagee to
apply any insurance proceeds on account of the debt.

     IT IS MUTUALLY  AGREED that if,  after the  expiration  of the term of this
Lease,  Lessee shall remain in possession of the Leased Premises and continue to
pay rent without any express  written  agreement as to such holding  over,  then
Lessee agrees that all terms and covenants of this Lease shall remain in effect,
except that Lessee shall be a tenant from month to month at a monthly  rental to
be mutually  agreed to by Lessor and Lessee;  however rent  payable  shall be no
less than the amount paid during the month  previous  to the  expiration  of the
term.

     IT IS MUTUALLY  AGREED that if the Lessee  shall be declared  insolvent  or
bankrupt,  or if any  assignment of the Lessee's  property shall be made for the
benefit of creditors or  otherwise,  or if Lessee's  leasehold  interest  herein
shall be levied  upon  under  execution,  or seized by virtue of any writ of any
Court of law,  or a  Trustee  in  Bankruptcy  or a  Receiver  appointed  for the
property of the Lessee,  whether under the operation of the state or the federal
statutes,  then and in any such case,  the Lessor may, at his option,  after the
expiration  of fifteen  (15) days from the date of service of written  notice to
Lessee,  terminate this Lease and immediately  retake possession of the Premises
without  the same  working  any  forfeiture  of the  obligations  of the  Lessee
hereunder;  and it is  further  agreed  that  in  the  event  of  any  of  these
happenings,  or the termination or expiration of this Lease as herein  provided,
the Lessor shall have a lien for the payment of rent  provided for in this Lease
upon all the  furniture,  equipment,  inventory and fixtures of the Lessee which
are or may be put in or upon the Leased Premises,  and such lien may be enforced
by the taking and sale of such property in the same manner as provided under the
Colorado Uniform Commercial Code.

     IT IS MUTUALLY AGREED that if the rent above reserved, or any part thereof,
shall  be in  default,  or in  case  of a  breach  by the  Lessee  of any of the
covenants  or  agreements  herein,  the  said  Lessor  may  declare  this  Lease
terminated,  and  after the  expiration  of  fifteen  (15) days from the date of
service of written notice to that effect, if said breach or default has not been
fully corrected,  be entitled to the possession of said premises without further

                                       37
notice or demand; and further,  that in case the Lessor shall become entitled to
the possession of the Premises  either by the expiration of this Lease or by any
violation of any term or provision as herein  provided  for, and the said Lessee
shall refuse to surrender and deliver up the  possession of the Premises,  after
the service of said notice as aforesaid, then and in that event, the said Lessor
may, without further notice or demand, enter into and upon said premises, or any
part thereof, and take possession thereof and repossess them, and expel, remove,
and put out of possession the Lessee, using such help, assistance,  and force in
so doing as may be needful and proper,  without  prejudice to any remedy allowed
by law, available in such cases.

     IT IS  MUTUALLY  AGREED that in case the  Premises  are left vacant and any
part of the rent herein reserved be due and unpaid, then the Lessor may, without
in anyway being obligated to do so, and without  terminating this Lease,  retake
possession  of the  Premises  and rent the same  for such  rent,  and upon  such
conditions as the Lessor may think best,  making such changes and repairs as may
be required  giving  credit for the amount of rent so received less all expenses
of such charges and repairs,  and said Lessee shall be liable for the balance of
the rent herein reserved until the expiration of this Lease.

     IT IS MUTUALLY AGREED that no assent,  expressed or implied,  to any breach
of any one or more of the covenants and  agreements  hereof,  shall be deemed or
taken to be a waiver  of any  succeeding  or other  breach  of any  covenant  or
agreement  hereof and  acceptance of rent with knowledge of any breach shall not
constitute waiver of said breach by Lessor.

     IT IS MUTUALLY AGREED that Lessee, if not in default under any of the terms
and provisions  hereof,  may, at the expiration of the original term and renewal
terms, if any, remove any equipment,  store and business fixtures  installed and
paid for by Lessee,  provided that said Lessee  shall,  at Lessee's own expense,
immediately repair any and all damage to the Premises occasioned by said removal
and  restore  the  Premises to as good  condition  as when same was  received by
Lessee, ordinary wear and tear excepted.

     IT IS  MUTUALLY  AGREED all  notices  which are to be made by either  party
shall be made by mailing same,  certified  mail, and such notice shall be deemed
to have been served on the date of such mailing.  All notices to Lessor shall be
mailed to 114 West Seventh Street,  Pueblo,  Colorado 81003,  and all notices to
Lessee  shall be  mailed to 50 S.  Steele  St.,  Suite  755,  Denver,  CO 80209,
Attention:  Brad Dobski, or at such other addresses as Lessor or Lessee may from
time to time  designate  in writing  to the other.  In  addition,  Lessor  shall
simultaneously  mail a copy of any  notices  to Lessee  hereunder  to Gold Creek
Associates,  L.P., c/o Cooper Perskie April Niedelman Wagenheim & Levenson, 1125
Atlantic Avenue, Atlantic City, New Jersey 08401-4891 Attn.: Anthony P. Monzo in
connection  with a Collateral  Assignment of Lease dated the date hereof between
Lessee and Gold Creek Associates, L.P.

     IT IS  MUTUALLY  AGREED  if any  term or  provisions  of the  Lease  or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
invalid or unenforceable, all other provisions of this Lease, or the application
of such term or  provision  to persons or  circumstances  other than those as to
which it is held invalid or unenforceable, shall not be affected thereby.

                                        38
IT IS MUTUALLY AGREED where  applicable,  the singular  includes the plural
and the neuter includes the male or female.

     IT IS MUTUALLY  AGREED this Lease shall be deemed to have been executed and
be governed  exclusively by the  provisions  hereof and the laws of the State of
Colorado.

     IT IS  MUTUALLY  AGREED in the  event  that  Lessor  mortgages  the  Leased
Premises or assigns this Lease as collateral security for loan purposes,  Lessee
agrees to subordinate its interest to said assignment or mortgage and to execute
all instruments deemed necessary by Lessor or Lessor's assignees or mortgagee to
complete and  effectively  carry out the intent and purpose of said  mortgage or
collateral  assignment;  provided,  however, that in the event of foreclosure of
said mortgage or assignment,  this Lease and Lessee's  interest herein shall not
be  divested or in any way  affected  so long as Lessee  shall not be in default
under the terms of this Lease.

     IT IS MUTUALLY  AGREED all the terms and covenants of this Lease  Agreement
shall  be  binding   upon  and  apply  to  the  heirs,   assigns  and   personal
representatives  of the Lessor and Lessee or any person  claiming by, through or
under either of them or their agents and attorneys.

     IT IS MUTUALLY AGREED if the Leased Premises shall be taken or condemned in
whole or in part for public  purpose,  then the term of this Lease shall, at the
option of the Lessor,  forthwith  cease and terminate,  the Lessor shall receive
the entire award for land and building; the current rent, however, shall in such
case abate proportionately.

     IT IS MUTUALLY AGREED if not in default  hereunder,  Lessee shall after the
effective term of the Lease,  have the right and option to renew said lease, for
an additional  period of time to equal the period of time of the original lease,
to have and to hold the same unto the said Lessee from 12:00  o'clock  midnight,
July 1, 2006, to 12:00 o'clock midnight, June 30, 2016, at and for a rental, for
the full term aforesaid, to be negotiated a minimum of ninety (90) days prior to
the expiration of the original lease.

     IT IS MUTUALLY  AGREED if not in default  hereunder,  Lessee shall have the
right  and  option  to  purchase  the   Premises  for  the  purchase   price  of
$2,000,000.00 (Two Million and no/100 Dollars) commencing one year following the
commencement of this lease term and continuing thereafter throughout the term of
the lease.  If Lessee elects to exercise this purchase  option,  a closing shall
occur within sixty (60) days following  Lessor's  receipt of Lessee's  notice of
election to purchase ("Exercise").  Lessee's obligation to purchase the Premises
following its Exercise of its purchase  option shall be  contingent  upon Lessor
delivering  title to Lessee for the  Premises by general  warranty  deed subject
only to those exceptions which Lessee determines are reasonably acceptable and a
title policy  insuring  title in Lessee in the full amount of the purchase price
and subject to the permitted exception referenced on the deed above described.

                                       39
IT IS MUTUALLY  AGREED that the  obligations of Lessee  hereunder  shall be
joint and several.

     IT IS MUTUALLY AGREED that this Lease may be executed in counterparts, each
of which shall constitute an original.

                             LESSOR

                             TJL ENTERPRISES, INC., a Colorado corporation

                                  /s/ Louie D. Carleo
                                --------------------------------------
                                       Louie D. Carleo   
                                        Secretary/Treasurer

                                 LESSEE:

                                 WMCK ACQUISITION CORP., a Delaware corporation

                                  /s/ James Forbes
                                --------------------------------------
                                       James Forbes    
                                        President

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

                                CENTURY CASINOS, INC., a Delaware corporation

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

                                /s/ James Forbes
                                --------------------------------------
                                       James Forbes    
                                        President

                                       40
MEMORANDUM OF BUILDING LEASE
                             WITH OPTION TO PURCHASE

     THIS   MEMORANDUM  OF  BUILDING   LEASE  WITH  OPTION  TO  PURCHASE   (this
"Memorandum")  is made and entered into as of the 1st day of July,  1996 between
TJL ENTERPRISES,  INC., a Colorado corporation ("Lessor"),  and WMCK ACQUISITION
CORP., a Delaware corporation, and CENTURY CASINOS, INC., a Delaware corporation
("Lessee"), with respect to the following:

     1. LEASE OF PREMISES.  Lessor has leased and demised to Lessee,  and Lessee
leased from Lessor that  certain  real  property  located in the City of Cripple
Creek,  County of Teller,  State of  Colorado,  more  particularly  described on
Exhibit A attached hereto and incorporated herein by reference (the "Premises"),
pursuant to and on the terms and  provisions of that certain  Building  Lease of
even date herewith (the "Lease").  The provisions of the Lease are  incorporated
into this Memorandum by this reference as if set out in full herein.

     2.  INITIAL  TERM.  The initial  term of the Lease shall  commence at 12:00
midnight  on July 1,  1996  ("Commencement  Date")  and  shall  expire  at 12:00
midnight  on June 30,  2006  subject to earlier  termination  as provided in the
Lease ("Initial Term").

     3. EXTENDED  TERMS.  Pursuant to and subject to the conditions set forth in
the Lease,  Lessee  shall have the right to extend the Initial Term of the Lease
for an  additional  period of time equal to the  period of time of the  original
lease,  upon the same terms and conditions as set forth in the Lease  applicable
to the Initial Term,  subject to adjustment of rent pursuant to the terms of the
Lease.

     4. OPTION TO  PURCHASE.  Lessee shall have the right and option to purchase
Lessor's  fee  interest in the  Premises  pursuant to the terms,  covenants  and
conditions set forth in the Lease. The term of the Option commences one (1) year
after the  Commencement  Date and continues  through the Initial  Term,  and any
extended term pursuant to Lessees's right to extend set forth above, all as more
particularly set forth in the Lease.

     5. PURPOSE OF MEMORANDUM.  This Memorandum is prepared and executed for the
purpose of  recordation  and in no way modifies the terms and  provisions of the
Lease. In the event of any inconsistency  between the terms of the Lease and the
terms of this Memorandum,  the terms of the Lease shall prevail. This Memorandum
may be executed in counterparts, each of which shall constitute an original.

                                       41
IN WITNESS  WHEREOF,  the parties have executed this Memorandum of Building
Lease with Option to Purchase as of the day and year first above written.

                                 LESSOR:

                                 TJL ENTERPRISES, INC., a Colorado corporation

                                  /s/ Louie D. Carleo
                                --------------------------------------
                                       Louie D. Carleo   
                                        Secretary/Treasurer

                                 LESSEE:

                                 WMCK ACQUISITION CORP., a Delaware corporation

                                  /s/ James Forbes
                                --------------------------------------
                                       James Forbes    
                                        President

                                CENTURY CASINOS, INC., a Delaware corporation

                                /s/ James Forbes
                                --------------------------------------
                                       James Forbes    
                                        President

                                       42
EXHIBIT A
                         (Legal Description of Property)

          Lot 18, Block 21, Fremont (now Cripple Creek), Teller County,
              Colorado, commonly known as 208 East Bennett Avenue,
                         Cripple Creek, Colorado 80813

                                       43
EXHIBIT 10.63

           FOUR PARTY AGREEMENT, ASSIGNMENT AND ASSUMPTION OF LEASE,
             CONSENT TO ASSIGNMENT OF LEASE, CONFIRMATION OF OPTION
          AGREEMENT AND ESTOPPEL STATEMENTS DATED AS OF JULY 1, 1996,
          AMONG HAROLD WILLIAM LARGE, TELLER REALTY, INC., GOLD CREEK
                  ASSOCIATES, L.P., AND WMCK ACQUISITION CORP.

                                       44
FOUR PARTY AGREEMENT, ASSIGNMENT AND ASSUMPTION OF LEASE,
             CONSENT TO ASSIGNMENT OF LEASE, CONFIRMATION OF OPTION
                        AGREEMENT AND ESTOPPEL STATEMENTS

     THIS FOUR PARTY AGREEMENT,  ASSIGNMENT AND ASSUMPTION OF LEASE,  CONSENT TO
ASSIGNMENT OF LEASE,  CONFIRMATION OF OPTION  AGREEMENT AND ESTOPPEL  STATEMENTS
(the "Four Party Agreement") is entered into as of this 1st day of July, 1996 by
and between HAROLD WILLIAM LARGE, an Individual ("Large"),  TELLER REALTY, INC.,
a Colorado  corporation  ("Teller"),  GOLD CREEK ASSOCIATES,  L.P., a New Jersey
limited  partnership   ("Assignor")  and  WMCK  ACQUISITION  CORP.,  a  Delaware
corporation ("Assignee") with respect to the following:

                                    RECITALS

     A. Large, as "Seller"  thereunder,  and Teller, as "Purchaser"  thereunder,
entered  into that  certain  "Agreement"  dated  August  31,  1994 (the  "Master
Lease"),  a copy of which is attached as Exhibit "A" hereto and is  incorporated
herein by this reference, pursuant to which, among other things, Large leased to
Teller  certain  real  property  and the  improvements  thereto and the personal
property therein located at 220 East Bennett Ave., Cripple Creek,  Colorado more
particularly  defined as the "Property" in the Master Lease.  (Capitalized terms
not  otherwise  defined  herein  shall have the meaning  ascribed to them in the
Master Lease);

     B. In addition to the parties' agreement  concerning  Teller's lease of the
Property,  the terms of the Master  Lease  grant to Teller a Purchase  Option to
acquire fee title to the Property  (the "Master  Option"),  which Master  Option
Teller is entitled to exercise at any time on or before six (6) months  prior to
expiration of the Master Lease, all as more  particularly set forth in Section B
of the Master Lease;

     C. Teller, as "Lessor"  thereunder,  and Assignor,  as "Lessee" thereunder,
entered  into that  certain  "Agreement"  dated May 1, 1995,  as amended by that
certain "Addendum To Agreement" of even date (the "First Addendum"), and by that
certain "Second Addendum To Agreement" of even date (the "Second Addendum") (the
Agreement  as  amended  by the  First  Addendum  and  the  Second  Addendum  are
collectively referred to herein as the "Sublease"),  a copy of which is attached
as Exhibit "B" hereto and is incorporated herein by this reference,  pursuant to
which Teller (i) subleased to Assignor all of Teller's right, title and interest
as "Purchaser" under the Master Lease, and (ii) granted to Assignor an option to
acquire  fee title to the  Property  through  Teller's  rights  under the Master
Option (the "Sub-Option"), all as more particularly set forth in the Sublease;

     D. By that certain letter dated April 28, 1995, Large consented to Teller's
sublease  of the  Property,  and by  execution  of the  Second  Addendum,  Large
consented to all of the terms of the Sublease,  including,  without  limitation,
the granting by Teller of the  Sub-Option,  all as more  particularly  set forth
therein;

                                       45
E. Pursuant to the terms of that certain "Asset Purchase  Agreement"  dated
as of September 27, 1995 (the "Asset Purchase  Agreement"),  Assignor has agreed
to sell to Assignee,  and Assignee has agreed to acquire from  Assignor,  all of
Assignor's  right,  title and  interest  in and to the Assets (as defined in the
Asset Purchase Agreement), which Assets include, without limitation,  Assignor's
right, title and interest as "Lessee" under the Sublease,  and all of Assignor's
right, title and interest in and to the Sub-Option, all as more particularly set
forth in the Asset Purchase Agreement; and

     F.  Assignor,  Assignee,  Teller and Large are now each  entering into this
Four Party  Agreement in order to, among other things,  (i) evidence  Assignor's
irrevocable  assignment  of all of its right,  title and  interest in and to the
Sublease  and the  Sub-Option  to Assignee  effective as of the Closing Date (as
defined in the Asset Purchase  Agreement)  (hereinafter,  the "Effective Date"),
(ii) confirm  among each of the parties  hereto the  existence and status of the
Master  Lease,  the Master  Option,  the Sublease and the  Sub-Option  as of the
execution  date of this Four Party  Agreement and as of the  Effective  Date, as
more  particularly set forth herein,  and (iii) confirm and evidence Large's and
Teller's  consent to the  assignment  of the  Sublease and the  Sub-Option  from
Assignor to Assignee as evidenced by this Four Party Agreement,  and Large's and
Teller's  agreement  to  recognize  Assignee's  rights to the  Sublease  and the
Sub-Option following Assignor's assignment of the same to Assignee,  all as more
particularly set forth herein.

                                    AGREEMENT

     NOW,   THEREFORE,   in   consideration   of  the   premises,   the   mutual
representations,  warranties and covenants  contained herein, and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Assignor, Assignee, Teller and Large each hereby agree as follows:

                                     ARTICLE
                                        I
                 ASSIGNOR'S ASSIGNMENT AND ASSIGNEE'S ASSUMPTION
                           OF SUBLEASE AND SUB-OPTION

     1.1  Assignor's  Assignment  of Sublease and  Sub-Option.  Assignor  hereby
irrevocably  and  unconditionally  assigns and  transfers  to  Assignee,  all of
Assignor's right, title and interest as "Lessee" under the Sublease,  including,
without  limitation,  all of Assignor's right,  title and interest in and to the
Sub-Option,  which assignment shall be immediately  effective upon the Effective
Date.  Assignor hereby represents and warrants,  as of the date of its execution
of this Four Party Agreement and reaffirmed as of the Effective Date,  that: (i)
it is the sole owner of the entire  "Lessee's"  interest in and to the  Sublease
and the  Sub-Option,  (ii) the  Sublease and the  Sub-Option  are each valid and
enforceable  and  have not been  altered,  modified  or  amended  in any  manner
whatsoever  other  than as  shown  in  Exhibit  "B",  and  (iii)  to  Assignor's
knowledge, the "Lessor" named in the Sublease is not in default under any of the
terms,  covenants or conditions  thereof.  Assignor  hereby  protects,  defends,
indemnifies  and holds  Assignee  harmless  from and against any and all losses,
claims,  liabilities,   costs  and  expenses,   including,  without  limitation,
attorneys' fees and court costs, arising from or otherwise related to any act or
omission by or on behalf of Assignor  from or in  connection  with the  Sublease

                                       46
and/or the Sub-Option  occurring  prior to the Effective  Date.  Assignee hereby
protects, defends,  indemnifies and holds Assignor harmless from and against any
and all losses,  claims,  liabilities,  costs and expenses,  including,  without
limitation,  attorneys' fees and court costs,  arising from or otherwise related
to any act or omission by or on behalf of Assignee  from or in  connection  with
the Sublease and/or the Sub-Option occurring after the Effective Date.     

     1.2 Assignee's  Assumption of Lease.  Assignee hereby assumes and agrees to
perform,  from and  after the  Effective  Date,  each and all of the  covenants,
conditions  and  obligations of "Lessee" under the terms of the Sublease and the
Sub-Option  (the  "Obligations"),  and  further  agrees  that it shall be solely
responsible and liable for all such  Obligations  which arise under the Sublease
and the Sub-Option following the Effective Date.

                                     ARTICLE
                                       II
                   CONFIRMATION, CONSENT AND ESTOPPEL OF LARGE

     2.1 Large's  Consent to Assignment of Sublease.  Pursuant to the provisions
of the Master Lease, including,  without limitation, the provisions of paragraph
14 thereof,  Large hereby  irrevocably  and  unconditionally  (i)  reaffirms its
consent to Teller's  sublease of the Property to Assignor  pursuant to the terms
of the Sublease and the Sub-Option,  and (ii) consents to Assignor's  assignment
of all of its right,  title and interest in the Sublease and the  Sub-Option  to
Assignee,  and to Assignee's  assumption of all of the  obligations  of Assignor
thereunder,  and agrees to recognize Assignee as the "Lessee" under the Sublease
and the  Sub-Option  for all  purposes  as  though  Assignee  were the  original
"Lessee" thereunder, all as more particularly set forth above.

     2.2 Notices; Right to Cure. From and after the Effective Date, Large agrees
that,  in  addition to the  requisite  notices  required  under the terms of the
Master  Lease and the Master  Option,  copies of any and all  future  notices or
communications  permitted  or  required  under the  Master  Lease and the Master
Option shall be sent to Assignee at the following address:

                           50 South Steele Street, Suite 755
                           Denver, Colorado 80209
                           Attention:  Peter Hoetzinger

     Large  hereby  acknowledges  and  reaffirms  his  agreement  set  forth  in
paragraph 5 of the Second Addendum concerning Assignor's rights to cure defaults
under the Master Lease and the Master Option (and following the Effective  Date,
Assignee's  right to so cure  such  defaults),  and by way of  confirmation  and
clarification  thereof,  Large hereby agrees that Assignee  shall be entitled to
notice of any default under the Master Lease and the Master  Option,  as well as
an  opportunity  and a reasonable  period of time within which to cure after the
expiration  of Teller's  notice and cure periods  under the Master Lease and the
Master Option,  and Large hereby agrees to accept  performance by Assignee under
the Master Lease and the Master Option in lieu of performance  by Teller.  Large
hereby  agrees  that  neither  the  Master  Lease nor the  Master  Option may be

                                       47
terminated  for any  defaults by Teller  unless and until  Assignee has received
such notice and an opportunity to cure Teller's  defaults,  and the cure periods
under the Master Lease and the Master  Option shall be extended for a reasonable
period of time so as to enable  Assignee to complete such cure,  but in any case
until such cure is completed  so long as Assignee  has  exercised in writing its
right  to  cure  granted  hereunder  and is  diligently  pursuing  such  cure to
completion.  Large hereby agrees that, upon Assignee's cure of any such default,
and  provided  Assignee  remains in  possession  of the  Property  and is not in
default under any other  provision of the Master  Lease,  the rights of Assignee
under the Master  Lease and the  Sublease  shall not be affected or disturbed by
Large,  and Assignee  shall be entitled to continue in occupancy of the Property
under the same terms and  conditions  of the Master  Lease  (including,  without
limitation,  all of the rights in and to the Master Option),  to the same extent
and with the same force as if Assignee were the original  "Purchaser"  under the
Master Lease and Master Option.  Assignee  hereby agrees that,  upon its cure of
any such default, Assignee will abide by all of the terms and obligations of the
Master  Lease and the Master  Option,  and shall  continue in  occupancy  of the
Property  under the same terms and conditions of the Master Lease and the Master
Option,  to the same  extent  and with the same  force as if  Assignee  were the
original "Purchaser" under the Master Lease.

     2.3 Waiver of Right to  Terminate  Master  Lease and Master  Option.  Large
hereby  acknowledges  and  understands  that Assignee has entered into this Four
Party  Agreement in reliance upon and with the intent of acquiring,  among other
things,  Assignor's  rights  to the  Sublease  and to  acquire  fee title to the
Property pursuant to the Sub-Option and the Master Option, and that but for such
rights  under the  Sub-Option,  Assignee  would not have  entered into this Four
Party  Agreement.  As a result,  Large hereby agrees that it will not enter into
any agreement with Teller,  or any of its  successors or assigns,  to terminate,
modify or otherwise  amend any of the terms or provisions of the Master Lease or
the Master Option, without the express prior written consent of Assignee.

     2.4  Memorandum  of  Sublease  and  Sub-Option.  Large  hereby  agrees that
Assignee shall be entitled, at its sole cost and expense, to record a memorandum
of the Sublease and Sub-Option  agreement in the real property records of Teller
County, Colorado.

     2.5 Large's Estoppel Statement  Concerning the Master Lease, Master Option,
Sublease and Sub-Option.  Large hereby acknowledges,  understands,  confirms and
agrees as follows:

     (a) Copy of Master  Lease and Master  Option.  The copy of the Master Lease
and the Master Option attached as Exhibit "A" hereto and incorporated  herein by
this reference is a true,  correct and complete copy of the Master Lease and the
Master  Option  (with the express  exception of those  portions  which have been
lined out, which portions Large hereby  represents and warrants only involve the
financial  information  concerning  the rent  payable  under the  Master  Lease,
financial  information  concerning Chips and Token  liability,  and the purchase
price  concerning  Teller's  right to acquire  the  Property,  and none of which
lined-out  portions  include any additional  rights or  obligations  between the
 
                                       48
parties or otherwise  restrict  Teller's right to acquire the Property under the
Master  Lease or the Master  Option),  includes  all rights and  obligations  of
Teller with respect to the Master Lease and the Master  Option,  and such Master
Lease and the  Master  Option  rights  set forth  therein  are in full force and
effect and  constitutes  and represents the entire  agreement  between Large and
Teller with respect to the Property;

     (b) Parties to Master  Lease and Master  Option.  Teller is the current and
rightful  "Purchaser" under the Master Lease and the Master Option,  and was the
rightful  "Purchaser"  thereunder  at the time of its execution of the Sublease,
and Large is the current and rightful "Seller" under the Master Lease and Master
Option.

     (c) Full Force and Effect.  The Master Lease and the Master Option are each
in full force and effect,  the  obligations of both Teller and Large  thereunder
are valid and binding and there have been no  modifications  or additions to the
Master  Lease or the  Master  Option,  written  or oral,  other than as shown in
Exhibit "A";

     (d) No Pending Defaults.  With respect to Teller and Large, there exists no
breach,  default or event or condition  which,  with the giving of notice or the
passage of time or both,  would  constitute a breach or default under the Master
Lease or the Master Option, or both;

     (e) Rent; Master Option Payments. All rent owing under the Master Lease has
been paid in full through October 31, 1995;

     (f) Term;  Option Term,  Extension  and  Exercise.  The primary term of the
Master Lease commenced on October 1, 1994 and continues in effect until December
31,  1999.  Pursuant to the terms of the Master  Lease,  Teller has an option to
extend the primary term of the Master Lease for an additional  sixty (60) months
through  December  31,  2004 upon notice to Large given at any time on or before
expiration  of the primary  term.  Teller has no further  options to extend said
term.  In  connection  with  Teller's  rights  under the Master  Option,  and as
required  by the  provisions  of  paragraph  19 of the Master  Lease,  Teller is
required to provide  Large with notice of its  exercise of the Master  Option no
later than six (6) months prior to the  expiration of the Master  Lease,  and to
pay to Large  the  amount  of Fifty  Thousand  Dollars  ($50,000)  (the  "Option
Extension  Payment") on the first day of Teller's  extension of the primary term
of the Master  Lease.  In the event Teller  elects to exercise the Master Option
and purchase the Property at the expiration of the primary term,  payment of the
foregoing  Option  Extension  Payment  is not  required.  Upon  Teller's  timely
exercise of its  extension  right through  December 31, 2004,  and upon Teller's
timely payment of the Option Extension Payment,  Teller's rights to exercise the
Master Option will be extended  through June 30, 2004, all as more  particularly
set forth in paragraph 19 of the Master Lease,  and no further  payments will be
due, owing or otherwise  chargeable in order for Teller's  rights to acquire the
Property  under the Master  Lease and Master  Option to remain in full force and
effect.  Large hereby  understands,  acknowledges  and agrees that, in the event
Teller  timely pays the Option  Extension  Payment in  connection  with Teller's
exercise  of its right to extend  the  primary  term of the Master  Lease,  such
Option Extension Payment will be applied by Large toward payment of the Purchase
Price.  Notwithstanding  the  provisions of Section B, paragraph 2 of the Master

                                       49
Lease,  Large hereby  acknowledge,  understands and agrees that in the event the
rights under the Master Option are exercised,  payment of the Purchase Price and
transfer of fee title to the Property  shall occur  concurrently  at the time of
the closing;
     
     (g)   Assignor's  and   Assignee's   Rights  Under  Option.   Large  hereby
acknowledges that Teller has agreed with Assignor, pursuant to the provisions of
paragraph 1 of the Second  Addendum,  to extend the  primary  term of the Master
Lease as provided in paragraph 19 thereof.  Large  hereby  further  acknowledges
that  Assignee is relying  upon  Teller's  extension  thereof and payment of the
Option Extension  Payment in order to preserve  Teller's rights to possession of
the Property  under the Master Lease and Teller's  right to acquire the Property
under the Master Option,  thereby preserving  Assignee's rights to possession of
the Property  under the Sublease and  Assignee's  rights to acquire the Property
under the Sub-Option.  In acknowledgment  of the foregoing,  Large hereby agrees
and hereby  reaffirms  its  agreement  set forth in  paragraph  11 of the Second
Addendum  that,  in the event  Teller  fails to exercise its right to extend the
primary  term of the  Master  Lease,  or  otherwise  fails  to make  the  Option
Extension  Payment or  exercise  its rights to acquire  the  Property  under the
Master Option,  Assignor (and following the Effective Date, Assignee) shall have
the right to lease the  Property  directly  from Large  under the same terms and
conditions  set  forth in the  Master  Lease  for the  remainder  of such  term,
including,  without limitation, the right to extend the term of the Master Lease
through  December 31, 2004,  and shall  further have the right,  upon payment to
Large of the  Option  Extension  Payment,  to extend the  option  exercise  date
through  June 30,  2004.  In the event  Teller so fails to exercise its right to
extend  the  primary  term of the  Master  Lease  or  otherwise  pay the  Option
Extension  Payment,  Large will provide  Assignor  (and  following the Effective
Date,  Assignee) with written notice thereof and afford  Assignor (and following
the Effective Date, Assignee) the option of exercising such extension rights and
entering into a new lease with Large in the manner described above.

     (h) Consent to Sublease and Sub-Option.  Large has previously  consented to
Teller's  sublease  of the  Property  to  Assignor  pursuant to the terms of the
Sublease,  and to Teller's  grant to Assignor of the  Sub-Option.  Large  hereby
acknowledges  Assignor's  right to exercise  such  Sub-Option,  and upon Large's
receipt of notice of Assignor's exercise thereof (or Assignee's exercise thereof
following  the  Effective  Date),  Large  acknowledges  and  agrees  to abide by
Teller's  rights  under the Master  Lease and the Master  Option,  and  Teller's
obligations  under the  Sublease and the  Sub-Option,  to exercise its rights to
acquire the Property pursuant to the terms of the Master Option;

     (i)  Insolvency.  Large is not presently  considering nor has he (a) made a
general  assignment  for the  benefit  of  creditors;  (b) filed  any  voluntary
petition in bankruptcy or suffered the filing of an involuntary  petition by its
creditors;  (c) suffered the appointment of a receiver to take possession of all
or  substantially  all of its  assets;  (d)  suffered  the  attachment  or other
judicial  seizure of all or  substantially  all of its assets;  (e)  admitted in

                                       50
writing its inability to pay its debts as they come due, or (f) made an offer of
settlement, extension or composition of its creditors generally;
        
     (j) Defenses or Offsets. There are no existing claims,  defenses or offsets
against any of Large's  obligations  as "Seller"  under the Master  Lease or the
Master Option; and

     (k)  Improvement;  Alterations.  Any and all  improvements  required by the
terms of the Master Lease to be  constructed by either Large or Teller have been
completed to the satisfaction of Large.  Any alterations or other  modifications
to the  improvements  on the  Property  have  been  approved  by  Large  and the
improvements  on the  Property as of the  Effective  Date comply in all material
respects with the  requirements  under the Master Lease.  Large has approved the
location,  size and material of all signs displayed by either Teller or Assignor
on the Property and upon completion of the acquisition of Assignor's interest in
the Sublease and the  Sub-Option,  Assignee shall have the right to replace each
of Teller's or Assignor's  signs with Assignee's  signs of comparable  materials
and quality.

     2.6 Assignee's  Reliance Upon Large's Statements and Agreements.  Large has
entered into this Four Party  Agreement  with  respect to each of the  foregoing
matters,  and hereby  acknowledges,  understands  and agrees  that  Assignee  is
relying upon each of the foregoing statements,  representations,  warranties and
agreements  of Large in  connection  with its  entering  into  this  Four  Party
Agreement,  and that, but for such statements,  representations,  warranties and
agreements  of Large,  Assignee  would  not have  entered  into this Four  Party
Agreement  or  otherwise  assumed the  obligations  under the  Sublease  and the
Sub-Option.  Large hereby acknowledges,  understands and agrees that each of the
statements and  representations  set forth herein are true and correct as of the
date of execution of this Four Party Agreement, and will remain true and correct
and are hereby  reaffirmed  as being true and correct as of the  Effective  Date
(with the express  exception of  paragraph  2.5(e)  concerning  the date through
which rent has been paid; provided,  however,  that all rent due and owing as of
the Effective  Date shall have been paid and Large hereby  confirms such fact as
of the  Effective  Date),  unless  otherwise  indicated  by Large to Assignee in
writing.

                                     ARTICLE
                                       III
                  CONFIRMATION, CONSENT AND ESTOPPEL OF TELLER

     3.1  Teller's  Consent  to  Assignment.  Pursuant  to the  requirements  of
paragraphs  4,  15  and  17 of  the  Sublease,  Teller  hereby  irrevocably  and
unconditionally consents to Assignor's assignment of all of its right, title and
interest in the  Sublease and the  Sub-Option  to  Assignee,  and to  Assignee's
assumption  of all of the  obligations  of  Assignor  thereunder,  and agrees to
recognize Assignee as the "Lessee" under the Sublease for all purposes as though
Assignee were the original  "Lessee"  thereunder,  all as more  particularly set
forth above.  In  connection  with such  assignment  from  Assignor to Assignee,
Teller hereby  agrees that Assignor  shall be and hereby is released from all of
its obligations under the Sublease and the Sub-Option arising from and after the

                                       51
Effective Date. From and after the Effective Date, Teller agrees that all future
notices or  communications  permitted  or required  under the  Sublease  and the
Sub-Option shall be sent to Assignee at the following address:

                           50 South Steele Street, Suite 755
                           Denver, Colorado 80209
                           Attention:  Peter Hoetzinger

     3.2 Waiver of Right to  Terminate  Master Lease and Master  Option.  Teller
hereby  acknowledges  and  understands  that Assignee has entered into this Four
Party  Agreement in reliance upon and with the intent of acquiring,  among other
things,  Assignor's  rights  to the  Sublease  and to  acquire  fee title to the
Property pursuant to the Sub-Option and the Master Option, and that but for such
rights  under the  Sub-Option,  Assignee  would not have  entered into this Four
Party Agreement.  As a result,  Teller hereby agrees that it will not enter into
any agreement  with Large,  or any of its  successors or assigns,  to terminate,
modify or otherwise  amend any of the terms or provisions of the Master Lease or
the Master Option, without the express prior written consent of Assignee.

     3.3  Memorandum  of Sublease  and  Sub-Option.  Teller  hereby  agrees that
Assignee shall be entitled, at its sole cost and expense, to record a memorandum
of the Sublease and Sub-Option  agreement in the real property records of Teller
County, Colorado.

     3.4 Teller's Estoppel Statement Concerning the Master Lease, Master Option,
Sublease and Sub-Option. Teller hereby acknowledges,  understands,  confirms and
agrees as follows:

     (a) Copy of Master Lease, Master Option, Sublease and Sub-Option.  The copy
of the Master  Lease and the Master  Option  attached  as Exhibit "A" hereto and
incorporated  herein by this  reference is a true,  correct and complete copy of
the Master  Lease and the Master  Option  (with the express  exception  of those
portions which have been lined out, which portions Teller hereby  represents and
warrants  only involve the  financial  information  concerning  the rent payable
under  the  Master  Lease,  financial  information  concerning  Chips  and Token
liability,  and the  purchase  price  concerning  Teller's  right to acquire the
Property,  and none of which lined-out portions include any additional rights or
obligations  between the parties or otherwise restrict Teller's right to acquire
the Property under the Master Lease or the Master  Option),  includes all rights
and  obligations  of Teller  with  respect  to the  Master  Lease and the Master
Option, and such Master Lease and the Master Option rights set forth therein are
in full force and effect and  constitutes  and represents  the entire  agreement
between Large and Teller with respect to the Property.  The copy of the Sublease
and Sub-Option  attached as Exhibit "B" hereto and  incorporated  herein by this
reference  is a  true,  correct  and  complete  copy  of the  Sublease  and  the
Sub-Option;

     (b) Parties to  Sublease.  Assignor is the  current and  rightful  "Lessee"
under the Sublease,  and Teller is the current and rightful  "Lessor"  under the
Sublease.

                                       52
(c) Full Force and Effect.  The  Sublease  and the  Sub-Option  are in full
force and effect,  the  obligations  of both Assignor and Teller  thereunder are
valid and  binding  and there have been no  modifications  or  additions  to the
Sublease or the Sub-Option, written or oral, other than as shown in Exhibit "B".
All  contingencies to the  effectiveness of the Sublease and the Sub-Option have
been satisfied or otherwise  waived by the parties thereto  (including,  without
limitation,   the  approval  of  The   Colorado   Division  of  Gaming  and  the
contingencies   referenced  in  paragraph  10  of  the  Second  Addendum),   and
notwithstanding the provisions of paragraphs 2 and 18 of the First Addendum, the
copy of the Sublease and Sub-Option constitutes and represents the entire, final
and  definitive  agreement  between  Teller  and  Assignor  with  respect to the
Property;

     (d) No Pending Defaults.  With respect to Assignor and Teller, there exists
no breach, default or event or condition which, with the giving of notice or the
passage of time or both, would constitute a breach or default under the Sublease
or the Sub-Option, or both;

     (e) Rent;  Security  Deposit.  Notwithstanding  any other  provision of the
Sublease to the contrary, the monthly rent payable under the Sublease is Sixteen
Thousand Dollars ($16,000.00),  payable on or before the twenty-fifth (25th) day
of each calendar month for the balance of the term of the Sublease, all pursuant
to the  provisions  of the  Sublease,  and all such  rent has been  paid in full
through  September 25, 1995. All rent payable by Assignor in connection with the
renting of the eight sleeping rooms located  upstairs has been paid in full, and
pursuant to the terms of the  Sublease,  no further  rent  obligations  exist on
behalf of Assignor (and  following the Effective  Date,  will exist on behalf of
Assignee) with respect to such sleeping rooms;

     (f) Term.  The primary  term of the  Sublease  commenced on May 1, 1995 and
will  continue in effect  until June 30,  2005,  and  Assignor has no options to
extend said term.  The Sublease is  terminable  by Assignor  (and  following the
Effective Date, will be terminable by Assignee) upon twelve (12) month's notice,
and no other rights of  termination  concerning  the Sublease or the  Sub-Option
exist on the part of either party.

     (g) Insolvency.  Teller is not presently  considering nor has it (a) made a
general  assignment  for the  benefit  of  creditors;  (b) filed  any  voluntary
petition in bankruptcy or suffered the filing of an involuntary  petition by its
creditors;  (c) suffered the appointment of a receiver to take possession of all
or  substantially  all of its  assets;  (d)  suffered  the  attachment  or other
judicial  seizure of all or  substantially  all of its assets;  (e)  admitted in
writing its inability to pay its debts as they come due, or (f) made an offer of
settlement, extension or composition of its creditors generally;

     (h) Defenses or Offsets. There are no existing claims,  defenses or offsets
against  any of  Teller's  obligations  as  Lessor  under  the  Sublease  or the
Sub-Option;

     (i)  Improvement;   Alterations;  Maintenance.  Any  and  all  improvements
required by the terms of the  Sublease  to be  constructed  by either  Teller or
Assignor have been completed to the  satisfaction of Teller.  Any alterations or
other  modifications  to the  improvements on the Property have been approved by
Teller and the  improvements  on the Property as of the Effective Date comply in
all material  respects  with the  requirements  under the  Sublease.  Teller has

                                       53
approved the location,  size and material of all signs  displayed by Assignor on
the Property and upon  completion of the  acquisition of Assignor's  interest in
the Sublease,  Assignee shall have the right to replace each of Assignor's signs
with Assignee's signs of comparable  materials and quality.  Notwithstanding the
provisions  of paragraph 8 of the  Sublease,  Teller  hereby  acknowledges  that
Assignor  (and  following  the Effective  Date,  Assignee)  shall in no event be
obligated to make any repairs or alterations to the Property  required  pursuant
to any governmental requirements,  including,  without limitation, the Americans
with Disabilities Act of 1990;

     (j)  Improvement   Contributions;   Improvement  Note.  Teller  has  timely
contributed   Forty-Five   Thousand  Dollars  ($45,000)  toward  remodeling  and
reconditioning  of the Property as required by the  provisions of paragraph 7 of
the Sublease and  paragraph 7 of the First  Addendum,  and Assignor has properly
spent such monies on remodeling and  reconditioning  of the Property as required
by such paragraphs and to Teller's satisfaction. In addition, Teller has made an
unsecured loan in the amount of Fifty Thousand Dollars ($50,000) as contemplated
by the  provisions  of paragraph 7 of the Sublease and  paragraph 7 of the First
Addendum,  and the terms of such  paragraphs  constitute  the  unsecured  "note"
contemplated  thereby for such purposes (the "Improvement Note"), there being no
separate promissory note or other written evidence of such obligation.  Assignor
is currently  obligated under the Improvement Note to repay Teller the amount of
Fifty Thousand  Dollars  ($50,000),  which amount is to be fully  amortized over
three (3) years from the date of  issuance  on June 15,  1995 at twelve  percent
(12%) interest. Based upon the foregoing,  Assignor's monthly payments under the
Improvement  Note are One  Thousand  Six Hundred  Sixty and 72/100  ($1,660.72),
payable  on or before the 22nd day of each  calendar  month,  all such  payments
owing  through the date of  execution of this Four Party  Agreement  having been
timely paid, and there are not other defaults  outstanding  with respect to such
Improvement  Note.  As of September  22, 1995,  the  outstanding  principal  and
accrued  interest owing under the  Improvement  Note is Forty-Five  Thousand Two
Hundred Eighty Seven and 01/100 Dollars  ($45,287.01),  and the Improvement Note
may be prepaid by Assignor (or by Assignee  following the Effective Date) at any
time,  without  penalty.   Teller  hereby  irrevocably  consents  to  Assignor's
assignment  and  Assignee's  assumption  of  all of the  obligations  under  the
Improvement Note;  provided,  however,  that Assignor shall not be released from
its obligation to make payment for the same in the event Assignee defaults under
such obligation.  All monies advanced pursuant to the Improvement Note have been
properly spent on remodeling and  reconditioning  of the Property as required by
such paragraphs and to Teller's satisfaction; and

     (k) Teller has  previously  paid, in full, all amounts owing to the City of
Cripple  Creek  pursuant  to the  City of  Cripple  Creek  liens  referenced  in
paragraph 6 of the Second  Addendum,  and such liens  either have been or by the
Effective Date will have been released by the City of Cripple Creek of record.
       
                                       54
3.5 Assignee's Reliance Upon Teller's Statements and Agreements. Teller has
entered into this Four Party  Agreement  with  respect to each of the  foregoing
matters,  and hereby  acknowledges,  understands  and agrees  that  Assignee  is
relying upon each of the foregoing statements,  representations,  warranties and
agreements  of Teller  in  connection  with its  entering  into this Four  Party
Agreement,  and that, but for such statements,  representations,  warranties and
agreements  of  Teller,  Assignee  would not have  entered  into this Four Party
Agreement  or  otherwise  assumed the  obligations  under the  Sublease  and the
Sub-Option. Teller hereby acknowledges,  understands and agrees that each of the
statements and  representations  set forth herein are true and correct as of the
date of execution of this Four Party Agreement, and will remain true and correct
and are hereby  reaffirmed  as being true and correct as of the  Effective  Date
(with the express  exception of paragraph  3.4 (e)  concerning  the date through
which rent has been paid,  and  paragraph  3.4 (j)  concerning  the  outstanding
principal owing under the Improvement Note; provided, however, that all rent due
and owing as of the  Effective  Date shall have been paid and all payments  then
due and owing under the Improvement Note shall have been paid, and Teller hereby
confirms  such fact as of the Effective  Date),  unless  otherwise  indicated by
Teller to Assignee in writing.

                                     ARTICLE
                                       IV
                                  MISCELLANEOUS

     4.1 Governing Law. Any dispute arising from this Four Party Agreement shall
be governed and interpreted according to the laws of the State of Colorado.

     4.2 Counterparts.  This Four Party Agreement may be executed in one or more
counterparts,  each of which shall be deemed an original, but all of which shall
collectively constitute one and the same agreement.

     4.3 Headings.  All headings  appearing in this Four Party Agreement are for
convenience  only  and  shall be  disregarded  in  construing  this  Four  Party
Agreement.

     4.4  Attorneys'  Fees.  In the event any action  shall be  brought  between
Assignor,  Assignee,  Teller or Large to enforce or interpret  any  provision of
this Four Party  Agreement  or to protect  or  establish  any right or remedy of
either Assignee or Assignor hereunder, including any action taken as a result of
filing  bankruptcy or pursuant to any other laws related to  creditor's  rights,
the  prevailing  party  shall  recover  all costs  thereof,  including,  without
limitation, reasonable attorneys' fees and court costs, from the other party.

     4.5  Entire  Agreement.  This Four  Party  Agreement  embodies  the  entire
agreement  between the parties relative to the subject matter hereof,  and there
are no oral or parole agreements existing between Assignor,  Assignee, Teller or
Large  relative to the subject  matter  hereof which are not expressly set forth
herein and covered hereby.

                                       55
4.6 Successors.  This Four Party Agreement shall be binding on and inure to
the benefit of the parties hereto and their respective successors and assigns.

     IN WITNESS WHEREOF, Assignor, Assignee, Teller and Large have each executed
this Four Party Agreement as of the date first above written.

                              "ASSIGNOR"

                              GOLD CREEK ASSOCIATES, L.P., a New
                              Jersey limited partnership

                              By:      CHRYSORE, INC., a New Jersey corporation
                                    Its:  General Partner

                               By: /s/ Gary Findley
                                  _____________________________
                                        Gary Findley
                                        Secretary

                               By: /s/ J. A. Gulbrandsen
                                  _____________________________
                                        J. A. Gulbrandsen
                                        President

                              "ASSIGNEE"

                               WMCK ACQUISITION CORP., a Delaware corporation

                                By: /s/James D. Forbes
                                  _____________________________
                                        James D. Forbes
                                        President

                               By: /s/ Erwin Haitzmann
                                  _____________________________
                                        Erwin Haitzmann
                                        President

                               "TELLER"

                               TELLER REALTY, INC., a Colorado
                                                     corporation

                              By: /s/ Mel Peterson
                                  _____________________________
                                        Mel Peterson
                                        President

                                "LARGE"
                                 /s/ Harold William Large
                                 _______________________________
                                 Harold William Large, an individual

                                       56
EXHIBIT "A"
                      (Copy of Master Lease/ Master Option)

                                       57
EXHIBIT "B"
                         (Copy of Sublease/ Sub-Option)

                                       58
EXHIBIT 10.64

          CONSULTING AGREEMENT DATED AS OF JULY 1, 1996, BETWEEN WMCK
                    ACQUISITION CORP. AND JAMES GULBRANDSEN

                                       59
CONSULTING AGREEMENT

         THIS CONSULTING  AGREEMENT (this "Agreement") dated as of July 1, 1996,
is between WMCK ACQUISITION CORP., a Delaware  corporation (the "Company"),  and
James A. Gulbrandsen (the "Consultant") residing at 3215 Orion Avenue,  Colorado
Springs, Colorado 80906.

                                    RECITALS

     A. The Company and its  affiliates  are in the  business of  acquiring  and
managing casinos in Colorado and throughout the world.

     B. The Company has acquired  Womack's  Saloon & Gaming  Parlor and Womack's
Golden  Horseshoe and Diamond Lil's  (jointly,  the "Casino") in Cripple  Creek,
Colorado.

     C.  Consultant has managed the Casino and the Company desires to obtain the
services of  Consultant  to  undertake  such duties and  responsibilities,  with
respect to the Casino and other  casinos  operated by the Company as the Company
may reasonably request.

     D. In  order  to  obtain  the  services  of  Consultant,  the  Company  and
Consultant  each desire to enter into this  Agreement  whereby  Consultant  will
serve as a  consultant  to the  Company  on the terms and  conditions  set forth
herein.

                                    AGREEMENT

     1.  Engagement as Consultant.  The Company agrees to engage  Consultant and
Consultant  agrees to be engaged by the Company as a consultant  with respect to
the gaming  operations of the Casino and other  casinos  operated by the Company
and its affiliates in Cripple Creek,  Colorado and with respect to other casinos
operated by the Company for the compensation,  duration and subject to the terms
and  conditions  hereinafter  set  forth,  effective  on the  date  hereof  (the
"Effective Date").

     2.  Term.  This  Agreement  shall  commence  on the date  hereof  and shall
continue  for a period  ending on the earlier of (i)  Consultant's  death,  (ii)
termination pursuant to Sections 8, 9 or 10 hereof or (iii) July 1, 2003.

     3. Basic Duties and Compensation. During the entire term of this Agreement,
Consultant shall perform such duties with respect to the Casino or other casinos
operated  by the  Company or its  affiliates  as the Board of  Directors  of the
Company may reasonably  request from time to time.  Consultant  shall act in the
best interests of the Casino and the Company.  If Consultant  identifies  gaming
opportunities  that  Consultant is permitted to pursue under this  Agreement but
does not intend to pursue,  Consultant  shall  refer such  opportunities  to the
Company.  Consultant's  duties shall include,  but are not limited to, providing
analysis and  reporting  services to holders of a  promissory  note (the "Note")
issued by the Company to Gold Creek Associates,  L.P.  ("GCA").  As compensation

                                       60
for the services to be rendered by Consultant  under this Section 3, the Company
shall pay  Consultant a consulting fee of $75,000.00 per year for GCA so long as
the Note is outstanding.  This fee shall be payable to the Consultant in monthly
installments of $6,250.00.                                      

     4. Stock Transfer. As partial  consideration for Consultant's  agreement to
serve as a Consultant  to the Company  hereunder,  Century  Casinos,  Inc.,  the
parent of the  Company  ("Century"),  has agreed to issue to  Consultant  common
stock of Century pursuant to a Stock Transfer and Registration  Rights Agreement
dated as of the date hereof (the "Stock Transfer Agreement"). The Company agrees
that any termination of this Agreement or Consultant's performance or failure to
perform under this  Agreement  shall not rescind or affect  Consultant's  rights
under the Stock Transfer Agreement.

     5.  Compensation.  The Company may require  Consultant to provide  off-site
consulting services ("Off-Site Services"), or on-site consulting services, which
shall not involve a combined  total of more than 12  man/months  per year on the
part of Consultant and James A. Gulbrandsen  ("On-Site  Services").  The Company
shall  allocate  On-Site  Services  equitably  between  Consultant  and James A.
Gulbrandsen.  On-Site  Services  shall be deemed to be provided when  Consultant
provides  services for more than one day per week, and in such event  Consultant
shall be deemed to have  performed  one week of services.  The Company shall not
require Consultant to provide in any year more than 25 days of Off-Site Services
and On-Site Services that involve one day or less in any week. Consultant agrees
to provide On-Site  Services from the date of this Agreement  through  September
30,  1996,  subject  to the  Company's  right to  release  Consultant  from this
requirement or to extend this period through  December 31, 1996. With respect to
other On-Site  Services,  the Company may require that  Consultant  provide such
services  for a minimum of three  consecutive  months.  The  Company  shall give
Consultant reasonable advance notice of a request to provide Off-Site or On-Site
Services.  Consultant shall receive no additional compensation for the provision
of Off-Site Services. Consultant shall receive an additional $6,250.00 per month
(prorated  based on 160 hours per month) for the provision of On-Site  Services,
payable monthly.

     6.  Benefits.  As a  consultant,  Consultant  shall not be  entitled to any
benefits available to executives or employees of the Company, including, but not
limited to group health, life and disability insurance benefits.

     7. Reimbursement of Expenses. Consultant shall be entitled to be reimbursed
by the  Company  for all  reasonable  expenses  incurred by him on behalf of the
Company  in  the   performance  of  his  duties   pursuant  to  this  Agreement.
Reimbursement  of  expenses  under  this  Section  7 shall be made  upon  proper
accounting by Consultant  and in  accordance  with the normal  procedures of the
Company.

     8.  Termination  for  Cause.  Any time  after  the  Effective  Date of this
Agreement, the Company shall have the right to terminate Consultant's engagement
hereunder upon the occurrence of any of the following events:  (i) indictment or
conviction of a felony;  (ii) loss by Consultant of any type of license required
by the Colorado Limited Gaming Control Commission or any other gaming authority;

                                       61
or (iii)  willful  failure  to  follow  reasonable  directions  of the  Board of
Directors  of the  Company;  or (iv) gross  negligence,  willful  misconduct  or
willful neglect in the  performance of Consultant's  duties that have a material
adverse  effect  on  the  Company  (provided,  however,  that  in an  action  by
Consultant for wrongful  termination  based upon a purported  termination  under
clause (iv), it shall be the Company's burden to prove that Consultant committed
an act enumerated in clause (iv). Notice of such termination shall be in writing
and must be  authorized by a resolution of the Board of Directors of the Company
which states with  particularity the cause or causes,  the specific facts relied
upon and a termination  date not less than 30 days after the date of delivery of
such  writing.  Consultant  shall have the right to cure the  breach  before the
effective date of termination,  on a one-time basis only, a proposed termination
under Section 8(iv).

     9. Voluntary Termination by Consultant.  Consultant shall have the right to
terminate  this  Agreement at any time on 30 days' prior  written  notice if the
Company commits a material breach; provided that the Company shall have a right,
on a one-time  basis only,  to cure the breach  prior to the  effective  date of
termination.

     10. Disability of Consultant. The Company shall have the right to terminate
this Agreement if, despite reasonable accommodations by the Company,  Consultant
becomes  physically  or  mentally  disabled  to such degree that he is unable to
perform the services  hereunder due to such  disability for a period of not less
than 60 consecutive days; provided, however, that the Company shall not have the
right to terminate this Agreement if,  notwithstanding  Consultant's  disability
Gary F. Findlay is able to perform  such  services.  Notice of such  termination
shall be in  writing  and must be  authorized  by a  resolution  of the Board of
Directors of the Company  which  states with  particularity  the specific  facts
relied  upon and a  termination  date not less  than 30 days  after  the date of
delivery of such writing.

     11. Effect of  Termination.  Termination  of this Agreement by the death of
Consultant or pursuant to Sections 8, 9 or 10 hereof shall end the obligation of
the Consultant to perform services  hereunder,  the obligation of the Company to
retain  Consultant  and  the  obligation  of the  Company  to  pay  compensation
hereunder  except to the extent  accrued prior to the date of such  termination.
Termination of this Agreement  pursuant to Section 8 shall be in addition to any
and all other remedies at law and in equity to which the party  terminating this
Agreement would otherwise be entitled.

     12.  Confidentiality.  (a)  Except  in the  furtherance  of  the  Company's
interest,  Consultant will not, directly or indirectly, during or after the term
of this  Agreement,  use,  disseminate  or  disclose  any  information  known by
Consultant  as a  consequence  of his  employment  by  the  Company,  about  the
Company's plans or strategies for its existing casinos,  including marketing and
merchandising,  as well as any plans or strategies  for future  acquisitions  of
casinos.  This  restriction  shall not apply to information that has passed into
the public domain prior to or after its  development by or for the Company other
than through acts or omissions attributable to Consultant.

                                       62
(b) Upon  termination of this  Agreement,  Consultant  shall
               forthwith deliver to the Company all notes,  reports,  notebooks,
               letters,  manuals,  prints,  drawings,  photocopies of documents,
               electronically  recorded data and all other materials relating to
               the Company, including copies thereof, that are in the possession
               of or under the control of Consultant.

                    (c)  This  Section  12  shall  survive  termination  of this
               Agreement for a period of two years.

     13.  Competition.  The Company and Consultant agree that Consultant will be
performing   services  for  the  Company  of  a  uniquely  personal  nature  and
accordingly agree as follows with respect to Consultant's activities:

                    (a) Other Businesses.  During the term of this Agreement and
               for a period  of two  years  thereafter,  Consultant  shall  not,
               directly or indirectly, be a significant investor in, participate
               in, or be employed in any capacity by a Competitor; provided that
               investments  held by Consultant as of the date of this  Agreement
               and  attached as an exhibit  hereto  shall be excluded  from this
               proscription. For purposes of this Section, the term "Competitor"
               shall mean any corporation, partnership,  proprietorship or other
               entity that is engaged in the gaming,  restaurant,  entertainment
               or  marketing  business  in Cripple  Creek,  Colorado  or in real
               estate in Cripple  Creek,  Colorado  involving an area bounded by
               First  and  Third  Avenues  and Carr  and  Warren  Streets.  This
               covenant shall terminate if Consultant  terminates this Agreement
               as a result of the Company's material breach hereof.

                    (b)  Organization  of New Business.  During the term of this
               Agreement  and for a period of two years  thereafter,  Consultant
               shall not undertake  planning for or organization of any business
               activity  competitive with the business of the Company in Cripple
               Creek,  Colorado or combine with other Consultants of the Company
               for the  purpose  of  organizing  any such  competitive  business
               activity.  This covenant shall terminate if Consultant terminates
               this  Agreement  as a result  of the  Company's  material  breach
               hereof.

                    (c) Enforcement. Consultant agrees that the breach by him of
               any of the  foregoing  covenants  contained  in Section 12 and in
               this  Section 13 is likely to result in  irreparable  harm to the
               Company,  and Consultant therefore consents and agrees that if he
               violates any of such obligations,  the Company shall be entitled,
               among and in addition to any other  rights or remedies  available
               hereunder or otherwise,  to temporary  and  permanent  injunctive
               relief to prevent  Consultant  from  committing  or  continuing a
               breach of such  obligations.  Consultant hereby submits to the in
               personam  jurisdiction  of any  state or  federal  court  located
               within  the State of  Colorado  in any  action  pertaining  to or
               arising  under  this  Agreement.  It is the  desire,  intent  and
               agreement of  Consultant  and the Company  that the  restrictions
               placed  on  Consultant  by this  Section  13 be  enforced  to the
               fullest  extent  permissible  under  the  law and  public  policy
               applied by any jurisdiction in which enforcement is sought.

     14.  Assignment.  This Agreement  shall not be  assignable,  in whole or in
part, by either party without the written consent of the other,  except that the
Company may assign this Agreement in any transaction  involving a merger or sale
of assets to any successor to the business of the Company.

                                       63
15.  Attorneys'  Fees.  If any action at law or in equity is  necessary  to
enforce or interpret the terms of this Agreement,  the prevailing party shall be
entitled to reasonable  attorneys'  fees,  costs and necessary  disbursements in
addition to such other relief to which such party may be entitled.

     16. Waiver. Each party's failure to enforce any provision of this Agreement
shall not in any way be construed as a waiver of such provision, or prevent such
party  thereafter  from  enforcing  each  and  every  other  provision  of  this
Agreement.

     17.  Notices.  Any notice  given with  respect to this  Agreement  shall be
deemed given and  received  when (i) received if  personally  hand-delivered  in
writing;  or (ii) on the third  business  day after the same is deposited in the
United States mail, postage prepaid, certified mail, addressed to a party at his
or its principal business address,  or at such other address as a party may from
time to time designate by five days written notice to the other:

                  The Company:              WMCK Acquisition Corp.
                                            50 South Steele Street, Suite 755
                                            Denver, Colorado  80209
                                            Attn:  Erwin Haitzmann

                  Consultant:               James A. Gulbrandsen
                                            3215 Orion Avenue
                                            Colorado Springs, Colorado 80906

     18. Independent  Contractor.  Consultant is an independent  contractor with
respect to the Company. As such,  Consultant shall be responsible for all taxes,
including  self-employment  taxes,  attributable  to the  fees  paid  Consultant
hereunder.

     19.  Further  Actions.  Each party shall  execute  and  deliver  such other
documents and take such other actions as the other party may reasonably  require
to carry out the transactions contemplated by this Agreement.

     20.  Colorado Law. This  Agreement  shall be construed and  interpreted  in
accordance with the laws of the State of Colorado.

     21. Entire Agreement;  Modification.  This Agreement constitutes the entire
understanding  between the parties  with respect to the subject  matter  hereof.
This Agreement may not be changed except in writing  executed by all the parties
hereto.

     22.  Partial  Invalidity.  If any provision of this  Agreement is held by a
court of competent jurisdiction to be invalid, void or otherwise  unenforceable,
the remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.

                                       64
23.  Captions.  Captions  to the  Sections  of this  Agreement  are for the
convenience  of the parties,  are not a part of the  Agreement  and shall not be
used for the interpretation of any provision of this Agreement.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.

                                             WMCK ACQUISITION CORP.

                                             /s/ James D. Forbes
                                              -------------------------
                                                 James D. Forbes
                                                 President

                                             CONSULTANT

                                              /s/ James A. Gulbrandsen
                                              -------------------------
                                                 James A. Gulbrandsen

                                       65
EXHIBIT 10.65

             CONSULTING AGREEMENT DATED AS OF JULY 1, 1996, BETWEEN
                   WMCK ACQUISITION CORP, AND GARY Y. FINDLAY

                                       66
CONSULTING AGREEMENT

     THIS CONSULTING  AGREEMENT (this  "Agreement") dated as of July 1, 1996, is
between WMCK ACQUISITION CORP., a Delaware corporation (the "Company"), and Gary
Y. Findlay (the  "Consultant")  residing at 3083 Electra  Drive South,  Colorado
Springs, Colorado 80906.

                                    RECITALS

     A. The Company and its  affiliates  are in the  business of  acquiring  and
managing casinos in Colorado and throughout the world.

     B. The Company has acquired  Womack's  Saloon & Gaming  Parlor and Womack's
Golden  Horseshoe and Diamond Lil's  (jointly,  the "Casino") in Cripple  Creek,
Colorado.

         C.  Consultant has managed the Casino and the Company desires to obtain
the services of Consultant to undertake such duties and  responsibilities,  with
respect to the Casino and other  casinos  operated by the Company as the Company
may reasonably request.

         D. In order to obtain the  services  of  Consultant,  the  Company  and
Consultant  each desire to enter into this  Agreement  whereby  Consultant  will
serve as a  consultant  to the  Company  on the terms and  conditions  set forth
herein.

                                    AGREEMENT

     1.  Engagement as Consultant.  The Company agrees to engage  Consultant and
Consultant  agrees to be engaged by the Company as a consultant  with respect to
the gaming  operations of the Casino and other  casinos  operated by the Company
and its affiliates in Cripple Creek,  Colorado and with respect to other casinos
operated by the Company for the compensation,  duration and subject to the terms
and  conditions  hereinafter  set  forth,  effective  on the  date  hereof  (the
"Effective Date").

     2.  Term.  This  Agreement  shall  commence  on the date  hereof  and shall
continue  for a period  ending on the earlier of (i)  Consultant's  death,  (ii)
termination pursuant to Sections 8, 9 or 10 hereof or (iii) July 1, 2003.

     3. Basic Duties and Compensation. During the entire term of this Agreement,
Consultant shall perform such duties with respect to the Casino or other casinos
operated  by the  Company or its  affiliates  as the Board of  Directors  of the
Company may reasonably  request from time to time.  Consultant  shall act in the
best interests of the Casino and the Company.  If Consultant  identifies  gaming
opportunities  that  Consultant is permitted to pursue under this  Agreement but
does not intend to pursue,  Consultant  shall  refer such  opportunities  to the
Company.  Consultant's  duties shall include,  but are not limited to, providing
analysis and  reporting  services to holders of a  promissory  note (the "Note")
issued by the Company to Gold Creek Associates,  L.P.  ("GCA").  As compensation

                                       67
for the services to be rendered by Consultant  under this Section 3, the Company
shall pay  Consultant a consulting fee of $75,000.00 per year for GCA so long as
the Note is outstanding.  This fee shall be payable to the Consultant in monthly
installments of $6,250.00.

     4. Stock Transfer. As partial  consideration for Consultant's  agreement to
serve as a Consultant  to the Company  hereunder,  Century  Casinos,  Inc.,  the
parent of the  Company  ("Century"),  has agreed to issue to  Consultant  common
stock of Century pursuant to a Stock Transfer and Registration  Rights Agreement
dated as of the date hereof (the "Stock Transfer Agreement"). The Company agrees
that any termination of this Agreement or Consultant's performance or failure to
perform under this  Agreement  shall not rescind or affect  Consultant's  rights
under the Stock Transfer Agreement.

     5.  Compensation.  The Company may require  Consultant to provide  off-site
consulting services ("Off-Site Services"), or on-site consulting services, which
shall not involve a combined  total of more than 12  man/months  per year on the
part of Consultant and James A. Gulbrandsen  ("On-Site  Services").  The Company
shall  allocate  On-Site  Services  equitably  between  Consultant  and James A.
Gulbrandsen.  On-Site  Services  shall be deemed to be provided when  Consultant
provides  services for more than one day per week, and in such event  Consultant
shall be deemed to have  performed  one week of services.  The Company shall not
require Consultant to provide in any year more than 25 days of Off-Site Services
and On-Site Services that involve one day or less in any week. Consultant agrees
to provide On-Site  Services from the date of this Agreement  through  September
30,  1996,  subject  to the  Company's  right to  release  Consultant  from this
requirement or to extend this period through  December 31, 1996. With respect to
other On-Site  Services,  the Company may require that  Consultant  provide such
services  for a minimum of three  consecutive  months.  The  Company  shall give
Consultant reasonable advance notice of a request to provide Off-Site or On-Site
Services.  Consultant shall receive no additional compensation for the provision
of Off-Site Services. Consultant shall receive an additional $6,250.00 per month
(prorated  based on 160 hours per month) for the provision of On-Site  Services,
payable monthly.

     6.  Benefits.  As a  consultant,  Consultant  shall not be  entitled to any
benefits available to executives or employees of the Company, including, but not
limited to group health, life and disability insurance benefits.

     7. Reimbursement of Expenses. Consultant shall be entitled to be reimbursed
by the  Company  for all  reasonable  expenses  incurred by him on behalf of the
Company  in  the   performance  of  his  duties   pursuant  to  this  Agreement.
Reimbursement  of  expenses  under  this  Section  7 shall be made  upon  proper
accounting by Consultant  and in  accordance  with the normal  procedures of the
Company.

     8.  Termination  for  Cause.  Any time  after  the  Effective  Date of this
Agreement, the Company shall have the right to terminate Consultant's engagement
hereunder upon the occurrence of any of the following events:  (i) indictment or
conviction of a felony;  (ii) loss by Consultant of any type of license required
by the Colorado Limited Gaming Control Commission or any other gaming authority;

                                       68
or (iii)  willful  failure  to  follow  reasonable  directions  of the  Board of
Directors  of the  Company;  or (iv) gross  negligence,  willful  misconduct  or
willful neglect in the  performance of Consultant's  duties that have a material
adverse  effect  on  the  Company  (provided,  however,  that  in an  action  by
Consultant for wrongful  termination  based upon a purported  termination  under
clause (iv), it shall be the Company's burden to prove that Consultant committed
an act enumerated in clause (iv). Notice of such termination shall be in writing
and must be  authorized by a resolution of the Board of Directors of the Company
which states with  particularity the cause or causes,  the specific facts relied
upon and a termination  date not less than 30 days after the date of delivery of
such  writing.  Consultant  shall have the right to cure the  breach  before the
effective date of termination,  on a one-time basis only, a proposed termination
under Section 8(iv).

     9. Voluntary Termination by Consultant.  Consultant shall have the right to
terminate  this  Agreement at any time on 30 days' prior  written  notice if the
Company commits a material breach; provided that the Company shall have a right,
on a one-time  basis only,  to cure the breach  prior to the  effective  date of
termination.

     10. Disability of Consultant. The Company shall have the right to terminate
this Agreement if, despite reasonable accommodations by the Company,  Consultant
becomes  physically  or  mentally  disabled  to such degree that he is unable to
perform the services  hereunder due to such  disability for a period of not less
than 60 consecutive days; provided, however, that the Company shall not have the
right to terminate this Agreement if,  notwithstanding  Consultant's  disability
James  A.  Gulbrandsen  is  able  to  perform  such  services.  Notice  of  such
termination  shall be in writing and must be  authorized  by a resolution of the
Board of Directors of the Company which states with  particularity  the specific
facts relied upon and a termination date not less than 30 days after the date of
delivery of such writing.

     11. Effect of  Termination.  Termination  of this Agreement by the death of
Consultant or pursuant to Sections 8, 9 or 10 hereof shall end the obligation of
the Consultant to perform services  hereunder,  the obligation of the Company to
retain  Consultant  and  the  obligation  of the  Company  to  pay  compensation
hereunder  except to the extent  accrued prior to the date of such  termination.
Termination of this Agreement  pursuant to Section 8 shall be in addition to any
and all other remedies at law and in equity to which the party  terminating this
Agreement would otherwise be entitled.

     12.  Confidentiality.  (a)  Except  in the  furtherance  of  the  Company's
interest,  Consultant will not, directly or indirectly, during or after the term
of this  Agreement,  use,  disseminate  or  disclose  any  information  known by
Consultant  as a  consequence  of his  employment  by  the  Company,  about  the
Company's plans or strategies for its existing casinos,  including marketing and
merchandising,  as well as any plans or strategies  for future  acquisitions  of
casinos.  This  restriction  shall not apply to information that has passed into
the public domain prior to or after its  development by or for the Company other
than through acts or omissions attributable to Consultant.

                                       69
(b) Upon  termination of this  Agreement,  Consultant  shall
               forthwith deliver to the Company all notes,  reports,  notebooks,
               letters,  manuals,  prints,  drawings,  photocopies of documents,
               electronically  recorded data and all other materials relating to
               the Company, including copies thereof, that are in the possession
               of or under the control of Consultant.

                    (c)  This  Section  12  shall  survive  termination  of this
               Agreement for a period of two years.

     13.  Competition.  The Company and Consultant agree that Consultant will be
performing   services  for  the  Company  of  a  uniquely  personal  nature  and
accordingly agree as follows with respect to Consultant's activities:

                    (a) Other Businesses.  During the term of this Agreement and
               for a period  of two  years  thereafter,  Consultant  shall  not,
               directly or indirectly, be a significant investor in, participate
               in, or be employed in any capacity by a Competitor.  For purposes
               of  this   Section,   the  term   "Competitor"   shall  mean  any
               corporation, partnership,  proprietorship or other entity that is
               engaged in the gaming,  restaurant,  entertainment  or  marketing
               business in Cripple Creek,  Colorado or in real estate in Cripple
               Creek,  Colorado  involving  an area  bounded  by First and Third
               Avenues  and  Carr  and  Warren  Streets.   This  covenant  shall
               terminate if Consultant  terminates this Agreement as a result of
               the Company's material breach hereof.

                    (b)  Organization  of New Business.  During the term of this
               Agreement  and for a period of two years  thereafter,  Consultant
               shall not undertake  planning for or organization of any business
               activity  competitive with the business of the Company in Cripple
               Creek,  Colorado or combine with other Consultants of the Company
               for the  purpose  of  organizing  any such  competitive  business
               activity.  This covenant shall terminate if Consultant terminates
               this  Agreement  as a result  of the  Company's  material  breach
               hereof.

                    (c) Enforcement. Consultant agrees that the breach by him of
               any of the  foregoing  covenants  contained  in Section 12 and in
               this  Section 13 is likely to result in  irreparable  harm to the
               Company,  and Consultant therefore consents and agrees that if he
               violates any of such obligations,  the Company shall be entitled,
               among and in addition to any other  rights or remedies  available
               hereunder or otherwise,  to temporary  and  permanent  injunctive
               relief to prevent  Consultant  from  committing  or  continuing a
               breach of such  obligations.  Consultant hereby submits to the in
               personam  jurisdiction  of any  state or  federal  court  located
               within  the State of  Colorado  in any  action  pertaining  to or
               arising  under  this  Agreement.  It is the  desire,  intent  and
               agreement of  Consultant  and the Company  that the  restrictions
               placed  on  Consultant  by this  Section  13 be  enforced  to the
               fullest  extent  permissible  under  the  law and  public  policy
               applied by any jurisdiction in which enforcement is sought.

     14.  Assignment.  This Agreement  shall not be  assignable,  in whole or in
part, by either party without the written consent of the other,  except that the
Company may assign this Agreement in any transaction  involving a merger or sale
of assets to any successor to the business of the Company.

                                       70
15.  Attorneys'  Fees.  If any action at law or in equity is  necessary  to
enforce or interpret the terms of this Agreement,  the prevailing party shall be
entitled to reasonable  attorneys'  fees,  costs and necessary  disbursements in
addition to such other relief to which such party may be entitled.

     16. Waiver. Each party's failure to enforce any provision of this Agreement
shall not in any way be construed as a waiver of such provision, or prevent such
party  thereafter  from  enforcing  each  and  every  other  provision  of  this
Agreement.

     17.  Notices.  Any notice  given with  respect to this  Agreement  shall be
deemed given and  received  when (i) received if  personally  hand-delivered  in
writing;  or (ii) on the third  business  day after the same is deposited in the
United States mail, postage prepaid, certified mail, addressed to a party at his
or its principal business address,  or at such other address as a party may from
time to time designate by five days written notice to the other:

               The Company:           WMCK Acquisition Corp.
                                      50 South Steele Street, Suite 755
                                      Denver, Colorado  80209
                                      Attn:  Erwin Haitzmann

               Consultant:            Gary Y. Findlay
                                      3083 Electra Drive South
                                      Colorado Springs, Colorado 80906

     18. Independent  Contractor.  Consultant is an independent  contractor with
respect to the Company. As such,  Consultant shall be responsible for all taxes,
including  self-employment  taxes,  attributable  to the  fees  paid  Consultant
hereunder.

     19.  Further  Actions.  Each party shall  execute  and  deliver  such other
documents and take such other actions as the other party may reasonably  require
to carry out the transactions contemplated by this Agreement.

     20.  Colorado Law. This  Agreement  shall be construed and  interpreted  in
accordance with the laws of the State of Colorado.

     21. Entire Agreement;  Modification.  This Agreement constitutes the entire
understanding  between the parties  with respect to the subject  matter  hereof.
This Agreement may not be changed except in writing  executed by all the parties
hereto.

     22.  Partial  Invalidity.  If any provision of this  Agreement is held by a
court of competent jurisdiction to be invalid, void or otherwise  unenforceable,
the remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.

                                       71
23.  Captions.  Captions  to the  Sections  of this  Agreement  are for the
convenience  of the parties,  are not a part of the  Agreement  and shall not be
used for the interpretation of any provision of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                        WMCK ACQUISITION CORP.

                                        /s/ James D. Forbes
                                        -------------------------
                                              James D. Forbes
                                              President

                                        CONSULTANT

                                        /s/ Gary Y. Findlay
                                        -------------------------
                                              Gary Y. Findlay

                                       72
EXHIBIT 10.66

                STOCK TRANSFER AND REGISTRATION RIGHTS AGREEMENT
            DATED AS OF JULY 1, 1996, BETWEEN CENTURY CASINOS, INC.
                  AND JAMES A. GULBRANDSEN AND GARY Y. FINDLAY

                                       73
STOCK TRANSFER AND REGISTRATION RIGHTS AGREEMENT

     This Stock Transfer and Registration  Rights  Agreement (this  "Agreement")
dated this 1 day of July,  1996, is between  Century  Casinos,  Inc., a Delaware
corporation   ("Century"),   and  [Gary  Y.   Findlay][James   A.   Gulbrandsen]
("Transferee").

                                    Recitals

1.   By an  Asset  Purchase  Agreement  dated  as of  September  27,  1995  (the
     "Purchase Agreement"), WMCK Acquisition Corp., an affiliate of Century, and
     Century agreed to purchase all of the assets of Gold Creek Associates, L.P.
     ("GCA").

2.   Transferee  is an executive  officer of the general  partner of GCA and, as
     such, has been primarily  responsible for the operation of the assets to be
     conveyed under the Purchase Agreement.

3.   By an Employment  Agreement  dated as of the date hereof,  Century  Casinos
     Cripple Creek, Inc. ("CCCC"), an affiliate of Century, has agreed to employ
     Transferee  as  manager  of  the  casino  operations  of  Century  and  its
     affiliates in Cripple Creek, Colorado.

4.   Century   desires  to  issue  common  stock  to  Transferee  as  additional
     consideration for the employment of Transferee by CCCC.

                                    Agreement

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

1.   Issuance of Stock. Century hereby agrees to issue and deliver to Transferee
     on _____,  1998 (the  "Transfer  Date")  530,000  shares of common stock of
     Century (the "Shares").  Century represents and warrants to Transferee that
     the Shares have been duly  authorized  and,  when  issued,  will be validly
     issued, fully paid and nonassessable.  The number of the Shares issuable to
     Transferee on the Transfer Date shall be subject to adjustment in the event
     of a stock split,  reverse stock split,  recapitalization  or other similar
     event the record  date for which  occurs  prior to the  Transfer  Date that
     increases  or  decreases  the  number  of  outstanding  shares  held by the
     existing stockholders of Century.

                                       74
2.   Investment Intent. Transferee represents and warrants to Century that he is
     acquiring  the  Shares for  investment  purposes  and  without an intent to
     distribute  such Shares.  Transferee  has sufficient  knowledge,  skill and
     experience in business,  financial and/or investment matters relating to an
     investment  of the  type  represented  by the  Shares,  and is  capable  of
     evaluating  the  merits  and  risks of such  investment.  Transferee  is an
     experienced  and  sophisticated  investor  not in  need  of the  protection
     afforded  investors by the Securities Act of 1933 (the "Act") or applicable
     state  securities  laws.  Transferee  agrees  that  until  such  Shares are
     registered  under the Act, the  certificates  representing  the Shares will
     contain  the  following   restrictive  legend  in  addition  to  any  other
     restrictive legend reasonably required by Century to comply with applicable
     law or regulation or its Certificate of Incorporation:

         THIS SECURITY HAS NOT BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE
         COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN
         RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION  PROVIDED IN THE ACT. AS
         SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY  WITH THE INTENT OF
         INVESTMENT  AND  NOT  WITH  A VIEW  FOR  DISTRIBUTION.  THEREFORE,  ANY
         SUBSEQUENT  TRANSFER OF THIS  SECURITY OR ANY INTEREST  THEREIN WILL BE
         UNLAWFUL  UNLESS IT IS REGISTERED  UNDER THE ACT OR UNLESS AN EXEMPTION
         FROM  REGISTRATION IS AVAILABLE.  FURTHERMORE,  IF THIS SECURITY IS NOT
         REGISTERED  UNDER THE ACT, NO SALE OR TRANSFER OF THIS  SECURITY OR ANY
         INTEREST  THEREIN MAY BE MADE WITHOUT AN OPINION OF COUNSEL  ACCEPTABLE
         TO THE COMPANY THAT THE  PROPOSED  TRANSFER OR SALE DOES NOT AFFECT THE
         EXEMPTIONS  RELIED UPON BY THE COMPANY IN ORIGINALLY  DISTRIBUTING  THE
         SECURITY AND THAT REGISTRATION IS NOT REQUIRED.

3.   Registration  Rights.  Upon the written  request of Transferee  received by
     Century no earlier than 60 days prior to the Transfer  Date,  Century shall
     file,  within 60 days of such receipt,  a  registration  statement with the
     Securities and Exchange  Commission  ("SEC") under the Act  registering all
     Shares then owned by Transferee; provided, however, that Century shall have
     no  obligation  to register any Shares that are then eligible for resale by
     Transferee  pursuant  to Rule  144(k)  under the Act.  Any such  request by
     Transferee shall specify the aggregate number of Shares proposed to be sold
     and shall also specify the intended method of disposition thereof.  Century
     shall use its best  efforts to keep the  registration  statement  effective
     until the earlier of six (6) months after the date of  effectiveness of the
     registration  statement or until  Transferee  has sold the number of Shares
     for which it requested registration (the "Distribution Period"). Transferee
     shall not be entitled to make a demand pursuant to this Section 3 more than
     one (1) time; provided,  however, that (i) if no registration  statement is
     declared  effective  with  respect to a demand  which  Transferee  has made
     (other  than  because   Transferee  has  requested  that  the  registration

                                       75
statement not be declared effective) or (ii) if the registration  statement
     does not include all of the Shares that Transferee requests to be included,
     that demand  shall not be counted for  purposes of this limit.  Century may
     defer filing a registration  statement pursuant to this Section 3 for up to
     120 days if in the reasonable  judgment of Century's Board of Directors the
     filing  of  such  registration   statement  would  force  Century  to  make
     disclosure of material nonpublic  information the disclosure of which would
     be  detrimental  to Century.  Such option of  Century's  Board of Directors
     shall be exercised only once with respect to each request.

4.   Registration Procedures.

(a)  Transferee  shall furnish Century with all information and statements about
     or pertaining to  Transferee in such  reasonable  detail and on such timely
     basis as is reasonably deemed by Century to be necessary or appropriate for
     the preparation of the registration statement.

(b)  Whenever  Transferee  has requested  that Shares be registered  pursuant to
     Section 3 hereof,  Century  shall,  subject to the  provisions of Section 3
     hereof:

          (1)  prepare  and file  with  the SEC a  registration  statement  with
               respect to such  Shares and use its  reasonable  efforts to cause
               such  registration  statement  to  become  effective  as  soon as
               practicable after the filing thereof (provided that before filing
               a  registration  statement or  prospectus  or any  amendments  or
               supplements thereto, Century shall furnish counsel for Transferee
               with copies of all such documents proposed to be filed);

          (2)  prepare and file with the SEC such  amendments and supplements to
               such registration  statement and prospectus  contained therein as
               may be necessary to keep such  registration  statement  effective
               during the Distribution Period;

          (3)  furnish to Transferee  the number of copies of such  registration
               statement,  each amendment and supplement thereto, the prospectus
               contained  in  such   registration   statement   (including  each
               preliminary  prospectus),  and such other documents as Transferee
               may reasonably request;

          (4)  use its best efforts to register or qualify such Shares under the
               state  blue  sky  or   securities   ("Blue  Sky")  laws  of  such
               jurisdictions as Transferee reasonably requests (and to keep such
               registrations   and    qualifications    effective   during   the
               Distribution  Period, and to do any and all other acts and things
               that  may  be   reasonably   necessary  or  advisable  to  enable
               Transferee to consummate  the  disposition of such Shares in such
               jurisdictions;  provided,  however,  that  Century  will  not  be
               required to do any of the following:  (i) qualify generally to do
               business in any  jurisdiction  where it would not be required but
               for this Section  4(b),  (ii)  subject  itself to taxation in any
               such  jurisdiction,  or (iii) file any general consent to service
               of process in any such jurisdiction;

          (5)  promptly  notify  Transferee,  at  any  time  when  a  prospectus
               relating thereto is required to be delivered under the Act during
               the period  that  Century is  required  to keep the  registration
               statement  effective,  of the occurrence of any event as a result
               of which the prospectus  included in such registration  statement
               contains an untrue statement of a material fact or omits any fact
               necessary  to make the  statements  therein  in the  light of the
               circumstances  under which they were made,  not  misleading,  and
               prepare a supplement  or amendment to the  prospectus so that, as
               thereafter  delivered  to the  purchasers  of  such  Shares,  the
               prospectus  will not  contain an untrue  statement  of a material
               fact or omit to state any fact  necessary to make the  statements
               therein,  in the light of the circumstances under which they were
               made, not misleading;

          (6)  provide a  transfer  agent and  registrar  (if  Century  does not
               already  have such an agent)  for all such  Shares not later than
               the effective date of such registration statement; and

                                       76
(7)  ensure  that,  if  Transferee  is  included  as a  party  to  the
               underwriting  agreement  between  Century  and  any  underwriter,
               Transferee shall not be required to make any  representations  or
               warranties  to or  agreements  with  Century or the  underwriters
               other than  representations,  warranties or agreements  regarding
               Transferee's  status,  Transferee's  stockholdings,  Transferee's
               intended method of distribution,  and any other  representations,
               warranties,  and agreements of selling  stockholders  customarily
               included in an underwriting agreement.

5. Registration Expenses.

          (a)  If, pursuant to Section 3 hereof,  Shares owned by Transferee are
               included in a registration  statement,  then Transferee shall pay
               all transfer taxes,  if any,  relating to the sale of its Shares,
               the  fees  and  expenses  of its own  counsel,  and its pro  rata
               portion  of any  underwriting  discounts  or  commissions  or the
               equivalent thereof.

          (b)  Except for the fees and expenses specified in Section 5(a) hereof
               and except as provided below in this Section 5(b),  Century shall
               pay all expenses  incident to the  registration  and to Century's
               performance  of or  compliance  with this  Agreement,  including,
               without limitation, all registration and filing fees, expenses of
               compliance with Blue Sky laws,  printing expenses,  messenger and
               delivery  expenses,  and fees and expenses of counsel for Century
               and  all  independent  certified  public  accountants  and  other
               persons retained by Century.

6. Indemnity and  Contribution. 

     In connection with any registration  statement filed by Century to register
     Shares owned by Transferee, the parties shall agree to such indemnification
     and  contribution  provisions  as are  customary  in  transactions  between
     issuers and selling stockholders.

7. Binding Effect.

     This Agreement  shall be binding upon and shall inure to the benefit of the
     parties hereto and their respective successors and assigns.

8. Governing  Law.

     This  Agreement  shall be deemed to be an agreement  made under the laws of
     the  State  of  Colorado  and for all  purposes  shall be  governed  by and
     construed in accordance with such laws.

                                       77
IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered as of the date first above written.

                                         CENTURY CASINOS, INC.

                                         /s/ James D. Forbes
                                         ------------------------------------
                                             James D. Forbes
                                             President

                                         
                                         /s/ Gary F. Findlay
                                         ------------------------------------
                                             Gary F. Findlay

                                         /s/ James A. Gulbrandsen
                                         ------------------------------------
                                             James A. Gulbrandsen

                                       78
INDEPENDENT AUDITORS' REPORT

To the Partners of Gold Creek Associates, L.P. (a Limited Partnership)
and the Board of Directors of Century Casinos, Inc.

We have audited the accompanying balance sheet of Gold Creek Associates, L.P. (a
Limited  Partnership)  as of December 31, 1995,  and the related  statements  of
income,  partners'  capital  and cash flows for the two years in the period then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of Gold Creek Associates,  L.P. at December 31,
1995,  and the results of its operations and its cash flows for the two years in
the  period  then  ended  in  conformity  with  generally  accepted   accounting
principles.

As discussed in Note 6 to the financial statements,  the Partnership's financial
statements for the year ended December 31, 1994, have been restated.

DELOITTE & TOUCHE LLP

Denver, Colorado
April 1, 1996

                                       79
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
BALANCE SHEET
- --------------------------------------------------------------------------------

                                                                                            December 31, 1995
-----------------
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                                                   $        901,767
   Accounts receivable, prepaid expenses and other,
         including $100,000 receivable from related party                                               290,913
                                                                                          ---------------------
       Total current assets                                                                           1,192,680

PROPERTY AND EQUIPMENT, net                                                                           6,786,652

OTHER ASSETS, net of accumulated amortization of $16,589                                                 84,347
                                                                                          =====================
TOTAL                                                                                           $     8,063,679
                                                                                          =====================

                                           -Continued on following page-

                                       80
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
BALANCE SHEET (Continued)
- ----------------------------------------------------------------------------------------------------------------------------------

                                                                                            December 31, 1995
                                                                                            -----------------
LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Current portion of long-term debt and capital lease obligations                               $      967,911
   Accounts payable and accrued liabilities                                                             887,863
                                                                                         ----------------------
        Total current liabilities                                                                     1,855,774

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                                                          2,464,341

COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
    General partner                                                                                     654,141
    Limited partners                                                                                  3,089,423
                                                                                         ----------------------
        Total partners' capital                                                                       3,743,564
                                                                                         ----------------------
TOTAL                                                                                             $   8,063,679
                                                                                         ======================

See notes to financial statements.

                                       81
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
STATEMENTS OF INCOME
- ----------------------------------------------------------------------------------------------------------------------------------

                                                                                          For the Year Ended December 31,
                                                                                          -------------------------------

                                                                                                             (As restated,
                                                                                                              see Note 6)
                                                                                           1995                  1994
OPERATING REVENUE:
   Casino                                                                          $      $9,640,586       $    7,039,614
   Food and beverage                                                                         526,421              305,171
   Other                                                                                      69,768               49,426
                                                                                   ------------------     ----------------
                                                                                          10,236,775            7,394,211
Less promotional allowances                                                                  351,937              242,599
                                                                                   ------------------     ----------------
           Net operating revenue                                                           9,884,838            7,151,612
                                                                                   ------------------     ----------------

OPERATING COSTS AND EXPENSES:
    Casino                                                                                 5,655,709            3,942,738
    Food and beverage                                                                        324,881              197,817
   General and administrative                                                              1,446,442              830,902
   Depreciation and amortization                                                             544,948              388,628
                                                                                   ------------------     ----------------
           Total operating costs and expenses                                              7,971,980            5,360,085
                                                                                   ------------------     ----------------

INCOME FROM OPERATIONS                                                                     1,912,858            1,791,527

OTHER INCOME (EXPENSE):
     Interest expense                                                                      (291,774)            (356,011)
     Loss on disposal of assets                                                             (65,410)
     Interest income and other                                                                39,132               21,553
                                                                                   ------------------     ----------------

NET INCOME                                                                          $      1,594,806        $   1,457,069
                                                                                   ==================     ================

         See notes to financial statements.

                                       82
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
- --------------------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 (As Restated)
- --------------------------------------------------------------------------------------------------------------------------------

                                                                         General             Limited
                                                                         Partner            Partners              Total
                                                                         -------            --------              -----
Balance, December 31, 1993                                    $           41,979    $       1,492,077    $      1,534,056
                                                                         
    Net income                                                           457,520              999,549           1,457,069

    Distributions to partners                                           (72,542)             (23,098)            (95,640)
                                                              -------------------   ------------------   -----------------

Balance, December 31, 1994                                               426,957            2,468,528           2,895,485

    Net income                                                           500,769            1,094,037           1,594,806

    Distributions to partners                                          (273,585)            (473,142)           (746,727)
                                                              -------------------   ------------------   -----------------

Balance, December 31, 1995                                     $         654,141      $     3,089,423    $      3,743,564
                                                              ===================   ==================   =================

See notes to financial statements.

                                       83
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------------------------------------------------------

                                                                                       For the Year Ended December 31,
                                                                                       -------------------------------

                                                                                                             (As restated,
                                                                                                              see Note 6)
                                                                                             1995                 1994
                                                                                             ----                 ----
CASH FLOWS FROM OPERATIONS:
   Net income                                                                       $      1,594,806       $    1,457,069

   Adjustments to reconcile net income to net cash provided by operations:
       Depreciation and amortization                                                         544,948              388,628
       Loss on disposal of assets                                                             65,410
       Changes in operating assets and liabilities:
         Accounts receivable, prepaid expenses and other assets                             (231,369)              (2,513)
         Accounts payable and accrued liabilities                                            407,052               83,999
                                                                                     ----------------      ---------------
         Net cash provided by operations                                                   2,380,847            1,927,183
                                                                                     ----------------      ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                                     (573,454)            (231,409)
   Proceeds received from sale of assets                                                       2,811
                                                                                     ----------------      ---------------

         Net cash used in investing activities                                             (570,643)            (231,409)
                                                                                     ----------------      ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from borrowings                                                                   50,000
   Principal repayments on borrowings                                                      (710,944)          (1,355,249)
   Distributions to partners                                                               (746,727)             (95,640)
                                                                                     ----------------      ---------------

         Net cash used in financing activities                                           (1,407,671)          (1,450,889)

                                                                                     ----------------      ---------------
INCREASE IN CASH AND CASH EQUIVALENTS                                                        402,533              244,885

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                               499,234              254,349
                                                                                     ----------------      ---------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                             $       901,767       $      499,234
                                                                                     ================      ===============

                                           -Continued on following page-

                                       84
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
STATEMENTS OF CASH FLOWS (Continued)
- --------------------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

                                                                                        For the Year Ended December 31,

                                                                                          1995                  1994
                                                                                          ----                  ----
Property and equipment acquired through long-term financing                      $     1,703,264       $      524,405
    Property and equipment returned to vendor in satisfaction of remaining
       financing obligation                                                          $       533,442

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    Interest paid by the Partnership was $265,462 in 1995 and $357,466 in 1994.

See notes to financial statements.

                                       85
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.       DESCRIPTION OF BUSINESS

     Gold Creek  Associates,  L.P. (a limited  partnership),  doing  business as
Womack's Saloon & Gaming Parlor (the  "Partnership"),  operates a casino located
in Cripple Creek, Colorado. The Partnership was formed on February 15, 1992, and
the casino began doing business on July 19, 1992. The  Partnership  expanded its
gaming  operations in May 1994, when it began operating the neighboring  Diamond
Lil's casino. In July 1995 the Partnership began operating its other neighboring
casino, Wild Bill's,  which was subsequently  renamed Womack's Golden Horseshoe.
The  general  partner of the  Partnership  is  Chrysore,  Inc.,  which  holds an
interest  of 31.4%.  The  remaining  68.6% is held by  approximately  30 limited
partners.

2.       SIGNIFICANT ACCOUNTING POLICIES

     Use of Estimates - The preparation of the accompanying financial statements
in accordance with generally accepted accounting  principles requires the use of
estimates by management in determining  the reported  amount of certain  assets,
liabilities,  revenues  and  expenses.  Actual  results  could differ from those
estimates. 

     Cash  Equivalents - All highly liquid  investments with a maturity of three
months or less at the time of purchase are  considered  to be cash  equivalents.

     Fair Value of Financial  Instruments - In accordance with the reporting and
disclosure  requirements of Statement of Financial Accounting Standards ("SFAS")
No.  107,  "Disclosures  about  Fair  Values  of  Financial   Instruments,"  the
Partnership calculates the fair value of financial instruments and includes this
additional  information in the notes to its financial  statements  when the fair
value does not approximate  the carrying value of those  financial  instruments.
Fair value is determined  using quoted market prices  whenever  available.  When
quoted  market  prices  are not  available,  the  Partnership  uses  alternative
valuation  techniques such as calculating the present value of estimated  future
cash flows  utilizing  risk-adjusted  discount  rates. 

     Property  and  Equipment  -  Property  and  equipment  are  stated at cost.
Depreciation  of assets in service is provided  using the  straight-line  method
over the  estimated  useful  lives or the  applicable  lease  term,  if shorter.

     Revenue Recognition - Casino revenue is the net win from gaming activities,
which is the difference between gaming wins and losses. 

     Promotional  Allowances - Food and  beverage  furnished  without  charge to
customers is included in gross revenue at a value which approximates  retail and
then deducted as complimentary  services to arrive at net revenue. The estimated
cost of such  complimentary  services  is charged to casino  operations  and was
$179,000 in 1995 and $138,000 in 1994.

     Gaming  Taxes - Gaming  taxes are  recorded in the  accompanying  financial
statements  by  applying  the  estimated  effective  tax  rate  for  the  taxing
authority's  fiscal  year,  which  ends on  September  30, to the  Partnership's
taxable gaming revenue. 

     Income  Taxes - The  Partnership  is not subject to federal or state income
taxes on its  income  as such  taxes  are the  responsibility  of the  partners.
Accordingly,  no  provision  or  liability  for income  taxes is included in the
accompanying financial statements.

     Recently  Issued  Accounting   Pronouncement  -  The  Financial  Accounting
Standards Board ("FASB") issued SFAS No. 121,  "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of," in March 1995.
This statement,  effective for the Partnership's fiscal year ending December 31,
1996, requires that long-lived assets and certain identifiable intangibles to be
held and used by an entity be reviewed for impairment whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  Management  believes  that if SFAS  No.  121 had been  applied  in
preparing  its 1995  financial  statements,  it would not have had a significant
effect on the financial position or results of operations of the Partnership.

                                       86
3.       PROPERTY AND EQUIPMENT

     Property and equipment at December 31, 1995 consists of the following:
Estimated
                                                                                                      Service Life
                                                                                                        in Years
                                                                                                        --------
Land and improvements                                                    $     2,216,283
         Buildings and improvements                                                     1,848,740         31.5
         Gaming equipment                                                               3,464,781         5 - 7
         Furniture and office equipment                                                   237,877           7
                                                                                -----------------
                                                                                        7,767,681
           Less:  accumulated depreciation and amortization                              (981,029)
                                                                                -----------------

           Property and equipment, net                                            $     6,786,652

                                                                                 =================

         Equipment recorded under capital leases, consisting primarily of gaming
         equipment,  totaled $223,787, less accumulated amortization of $55,928,
         at December 31, 1995.

4.       LONG-TERM DEBT, LEASES, COMMITMENTS AND CONTINGENCIES

     Long-term debt,  including capital lease obligations,  at December 31, 1995
consist of the following:

           Note payable  secured by first  mortgage on building in Cripple Creek,
               CO, payable in monthly installments of $14,945 including interest
               at 9%, maturing in July 1999
               with a balloon payment of approximately $1,000,300                    $  1,267,589
           Note payable to bank, secured by second mortgage on
               building in Cripple Creek, payable in monthly installments
               of $8,262, including interest at a floating rate, maturing
               in July 1999                                                               300,989

                                       87
Note payable secured by gaming equipment, payable in
               monthly installments of $39,076, including interest
               at 12%, maturing in May 1998                                              1,100,872
           Note payable secured by gaming equipment, payable in
               monthly installments of $10,309, plus interest at 12%,
               maturing in July 1998                                                       333,294
           Notes payable secured by gaming equipment, payable in
               monthly installments of $5,668, including interest at
               14%, maturing in April and July 1996                                         33,435
           Note payable secured by gaming equipment, payable in
               monthly installments of $2,728, including interest at
               12.5%, maturing in January 1997                                              35,256
           Note payable secured by computer equipment, payable in
               monthly installments of approximately $25,000,
               including interest at 12%, maturing in June 1996                            149,477
           Note payable secured by gaming equipment, payable in
               monthly installments of $5,523, including interest at
               14%, maturing in May 1996                                                    59,451
           Note payable, unsecured, payable in monthly installments
              of $1,660, including interest at 12%, maturing in June 1998                   42,859
           Capital lease obligations                                                       109,030

                                                                                  ----------------
           Total long-term debt and capital lease obligations                            3,432,252
           Less current portion                                                           (967,911)
                                                                                  =================
           Long-term portion                                                       $     2,464,341
                                                                                  =================

         The note  payable to bank bears  interest  at the bank's base rate plus
         1%, which was 10.25% at December 31, 1995, and is adjustable daily. The
         required  monthly  payments of $8,262 are based on an imputed  interest
         rate of 11%.  Monthly  payments  are  applied to interest  first,  then
         principal.

         Scheduled maturities of long-term debt and capital lease obligations at
         December 31, 1995, are as follows:

                                                                                            Total 
                                                                                            ----- 
                      1996                                                         $         967,911
                      1997                                                                   746,101
                      1998                                                                   611,709
                      1999                                                                 1,106,531
                                                                                    ================
                      Total                                                            $   3,432,252
                                                                                    ================

                                       88
Future   minimum payments under capital lease  obligations and commitments under
         noncancelable operating leases at December 31, 1995, are as follows:

                                                                            Capital Leases          Operating
                                                                                                     Leases
1996                                                    $        67,349     $       367,200
                    1997                                                             52,845             367,200
                    1998                                                              3,343             367,200
                    1999                                                                                367,200
                    2000                                                                                367,200
                    Thereafter                                                                        1,433,400
                                                                            ----------------    ----------------
                    Future minimum lease payments                                   123,537     $     3,269,400
                                                                                                ================
                    Less amounts representing interest                              (14,507)
                                                                            ----------------
                    Present value of minimum lease payments                         109,030
                    Less current portion                                            (58,533)
                                                                            ----------------
                    Long-term portion                                        $        50,497
                                                                             ================
Capital lease obligations represent vendor-financed purchases of gaming
         equipment.  Noncancelable  operating  leases  consist  of  leases  with
         unrelated  third  parties  for  portions  of the  building in which the
         Partnership conducts its casino operations. Rental expense was $365,040
         in 1995  and  $199,597  in  1994.  The  Partnership  is  party to legal
         proceedings  arising  in the  normal  course  of  business.  Management
         believes  that  the  final  outcome  of these  matters  will not have a
         material  adverse  impact on the  Partnership's  financial  position or
         results of operations.

5.       RELATED PARTY TRANSACTIONS

     During the year ended December 31, 1995, the  Partnership  paid  management
fees  totaling  $157,300  to its general  partner.  At December  31,  1995,  the
Partnership  had a  receivable  of  $100,000  for  advances  made to the general
partner. The advances were repaid in early 1996.

                                       89
6.       RESTATEMENT OF 1994 FINANCIAL STATEMENTS

     The Partnership's 1994 financial statements have been restated from amounts
previously  reported.  The effects of the  restatement  on partners'  capital at
January 1, 1994 and on net income for the year ended  December  31,  1994 are as
follows:
Net Income
                                                                           Partners' Capital            for the Year Ended
                                                                          at January 1, 1994             December 31, 1994
                                                                          ------------------             -----------------
As previously reported                                           $   1,755,421                 $    1,565,937
           Decrease due to:
               Adjustment of gaming tax expense from marginal
                   to effective rate                                             (119,124)                       (53,469)
               Expensing cost of chips and tokens previously
                   capitalized                                                    (34,335)
               Recognition of liability for promotion program                     (47,495)                       (29,782)
               Expensing of other costs previously capitalized                    (20,411)                       (25,617)

                                                                         ======================    =======================
           As restated                                                      $   1,534,056                 $    1,457,069
                                                                         ======================    =======================
The previously  reported  distributions  to partners for the year ended
         December 31, 1994 have been restated as follows:

                                                                         General           Limited
                                                                         Partner           Partners            Total
                                                                         -------           --------            -----
Distributions as previously reported                       $    201,456       $    440,123       $     641,579
                                                                      ==============    ===============    ===============

           Distributions as restated                                  $     20,780      $      74,860      $       95,640
                                                                      ==============    ===============    ===============
The  distributions  previously  reported  have been  reduced by amounts
which were not  declared  and paid until  1995.  Such  amounts  were  previously
included in current liabilities at December 31, 1994.

7.   DISTRIBUTION TO PARTNERS

     Subsequent to December 31, 1995, the Partnership made cash distributions of
$282,600  to the  general  partner  and  $617,400  to the  limited  partners  in
accordance with provisions of the Partnership agreement.

                                       90
8.   PROPOSED SALE OF ASSETS

     In September  1995 the  Partnership  signed a definitive  agreement to sell
substantially all of its assets to a wholly-owned subsidiary of Century Casinos,
Inc.  ("Century").  The  total  sales  price  is  approximately  $13.5  million,
consisting of an anticipated cash component of $5 million,  a promissory note of
$5 million to be issued by Century and  approximately  $3.5  million of existing
debt of the  Partnership  to be assumed by Century.  The cash  consideration  is
subject to adjustment by the amount of the  Partnership's  working  capital,  as
defined, at closing.  Additionally,  the agreement provides that two years after
the  closing of the  transaction,  Century  will issue  1,060,000  shares of its
common stock to two principals of the Partnership's  general partner who will be
entering  into  employment  contracts  with  Century at closing.  Closing of the
transaction is subject to Century  securing  acceptable  financing and obtaining
required  regulatory  approvals.  Century  has  made  escrow  deposits  totaling
$400,000  toward the purchase  price.  The deposits are subject to forfeiture to
the  Partnership  under  certain  circumstances  and  are not  reflected  in the
accompanying financial statements.  The Partnership anticipates that, should all
the  foregoing  requirements  be met, the  transaction  will close in the second
quarter of 1996.

9.   EVENT SUBSEQUENT TO APRIL 1, 1996 (Unaudited)

     On July 1, 1996,  the sale of assets  described in Note 8 was  consummated.
The total sales price of  approximately  $13.5 million  consisted of a base cash
payment of $5 million plus $320,000 for the amount of estimated  working capital
as of the closing date (subject to final  determination),  a promissory  note of
$5.2 million and approximately $3 million of debt to be assumed by Century.  The
number of shares to be issued to two  principals  of the  Partnership's  general
partner is subject to upward adjustment,  determined by a formula, to the extent
that the  trading  price of  Century's  stock is less than  $1.58 at the time of
issuance,  and  subject to  downward  adjustment  to the extent that the trading
price exceeds $4.00.

     The  promissory  note issued to the  Partnership  bears  interest at 9% and
provides for monthly payments of only interest for eighteen months;  thereafter,
monthly  principal  payments of $43,121,  plus interest on the unpaid principal,
are required,  with a final  balloon  principal  payment of $2,328,000  due July
2003.  The note is secured by  substantially  all of the  tangible  assets sold,
subject to  existing  encumbrances,  and  Century is  required  to meet  certain
financial covenants.

                                       91
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
BALANCE SHEET (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                              March 31, 1996   
                                                                                              --------------
CURRENT ASSETS:

   Cash and cash equivalents                                                                               
                                                                                               $        974,897
   Accounts receivable, prepaid expenses and other,                                                     203,329
                                                                                          ---------------------
       Total current assets                                                                           1,178,226

PROPERTY AND EQUIPMENT, net                                                                           6,597,888
OTHER ASSETS, net of accumulated amortization of $19,343                                                 78,675
                                                                                          =====================
TOTAL                                                                                          $      7,854,789
                                                                                          =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Current portion of long-term debt and capital lease obligations                             $        856,048
   Accounts payable and accrued liabilities                                                             819,526
                                                                                         ----------------------
        Total current liabilities                                                                     1,675,574

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                                                          2,242,009

COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
    General partner                                                                                     701,441
    Limited partners                                                                                  3,235,765
                                                                                         ----------------------
        Total partners' capital                                                                       3,937,206
                                                                                         ----------------------
                                                                                         ======================
TOTAL                                                                                           $     7,854,789
                                                                                         ======================

See notes to financial statements.

                                       92
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
STATEMENTS OF INCOME (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------------------

                                                                                   For the Three Months Ended March 31,

                                                                                      1996                    1995
                                                                                      ----                    ----
OPERATING REVENUE:
   Casino                                                                      $         2,850,047          $   1,713,781
   Food and beverage                                                                       132,730                 63,692
   Other                                                                                    11,499                  8,326
                                                                               --------------------     ------------------
                                                                                         2,994,276              1,785,799
Less promotional allowances                                                                (94,328)               (58,769)
                                                                               --------------------     ------------------
           Net operating revenue                                                         2,899,948              1,727,030
                                                                               --------------------     ------------------

OPERATING COSTS AND EXPENSES:
    Casino                                                                               1,422,177              1,058,820
    Food and beverage                                                                       44,835                  4,078
   General and administrative                                                              328,097                214,644
   Depreciation and amortization                                                           127,341                102,703
                                                                               --------------------    ------------------
           Total operating costs and expenses                                            1,922,450              1,380,245
                                                                               --------------------     ------------------

INCOME FROM OPERATIONS                                                                     977,498                346,785

OTHER INCOME (EXPENSE):
     Interest expense                                                                     (128,999)               (65,128)
     Loss on disposal of assets                                                            (44,591)
     Interest income and other                                                               9,418                  6,873
                                                                               --------------------     ------------------

NET INCOME                                               
                                                                                $          813,326       $        288,530
                                                                               ====================     ==================

         See notes to financial statements.

                                       93
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
- --------------------------------------------------------------------------------------------------------------------------------

                                                                                   For the Three Months Ended March 31,

                                                                                       1996                   1995
                                                                                       ----                   ----
CASH FLOWS FROM OPERATIONS                              
                                                                                 $        1,007,423     $         527,579
                                                                                 ------------------     ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                       19,586               (123,579)
                                                                                 ------------------     ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                     (953,879)              (669,561)
                                                                                 ------------------     ------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            73,130               (265,561)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                           901,767                499,737
                                                                                 ------------------     ------------------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $         974,897       $        234,176
                                                                                 ==================     ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Interest paid by the Partnership was $128,999 in 1996 and $65,128 in 1995.

See notes to financial statements.

                                       94
GOLD CREEK ASSOCIATES, L.P. (a Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
- --------------------------------------------------------------------------------

1.  DESCRIPTION  OF  BUSINESS  

     Gold Creek  Associates,  L.P. (a limited  partnership),  doing  business as
Womack's Saloon & Gaming Parlor (the  "Partnership"),  operates a casino located
in Cripple Creek, Colorado. The Partnership was formed on February 15, 1992, and
the casino began doing business on July 19, 1992. The  Partnership  expanded its
gaming  operations in May 1994, when it began operating the neighboring  Diamond
Lil's casino. In July 1995 the Partnership began operating its other neighboring
casino, Wild Bill's,  which was subsequently  renamed Womack's Golden Horseshoe.
The  general  partner of the  Partnership  is  Chrysore,  Inc.,  which  holds an
interest  of 31.4%.  The  remaining  68.6% is held by  approximately  30 limited
partners.  The  accompanying  financial  statements  and related notes have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting.  Accordingly,  certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. In the opinion of
management,  all  adjustments  (consisting  of only normal  recurring  accruals)
considered  necessary for fair  presentation of financial  position,  results of
operations and cash flows have been included.  These financial statements should
be read in conjunction  with the  Partnership's  financial  statements and notes
thereto for the year ended December 31, 1995.

2. EVENT SUBSEQUENT TO MARCH 31, 1996 - SALE OF ASSETS

     On July 1, 1996, the Partnership sold  substantially all of its assets to a
wholly-owned  subsidiary of Century  Casinos,  Inc.("Century").  The total sales
price was approximately  $13.5 million,  consisting of a base cash payment of $5
million  plus  $320,000 for the amount of  estimated  working  capital as of the
closing date, a promissory  note of $5.2 million issued to the  Partnership  and
approximately  $3 million of existing debt of the  Partnership  to be assumed by
Century.  The  working  capital  portion of the sales  price is subject to final
determination  sixty days after the closing  date.  Additionally,  the agreement
provides that two years after the closing of the transaction, Century will issue
1,060,000  shares of its common stock,  valued at approximately $2 million based
on  recent  trading  prices,  to two  principals  of the  Partnership's  general
partner,  which individuals have entered into consulting  contracts with Century
at closing.  The number of shares to be issued is subject to upward  adjustment,
determined by a formula, to the extent that the trading price of Century's stock
is less than $1.58 at the time of issuance,  and subject to downward  adjustment
to the extent that the trading price exceeds $4.00.  The promissory  note issued
to the  Partnership  bears  interest at 9% and provides for monthly  payments of
only interest for eighteen months;  thereafter,  monthly  principal  payments of
$43,121,  plus  interest on the unpaid  principal,  are  required,  with a final
balloon  principal  payment of $2,328,000  due July 2003. The note is secured by
substantially all of the tangible assets sold, subject to existing encumbrances,
and Century is required to meet certain financial covenants.

                                       95
PRO FORMA COMBINED FINANCIAL INFORMATION (Unaudited)

                                  INTRODUCTION

     The  accompanying pro forma combined balance sheet as of March 31, 1996 has
been prepared to reflect,  on a pro forma basis,  the effects of the acquisition
of assets and assumption of liabilities of Gold Creek  Associates,  L.P.  ("Gold
Creek") by Century Casinos,  Inc. ("Century") as if the acquisition had occurred
on March  31,  1996.  The  acquisition  was  consummated  on July 1,  1996.  The
transaction is more fully described in Item 2, under the heading "Acquisition of
Womack's Saloon & Gaming Parlor," elsewhere in this Form 8-K.

     The accompanying pro forma combined income  statements for the three months
ended March 31, 1996 and for the year ended December 31, 1995,  were prepared as
if the  acquisition  had  occurred  on January 1,  1995.  Material  nonrecurring
charges  resulting from the transaction which are expected to be included in the
determination of net income subsequent to March 31, 1996, have not been included
in the pro forma income statement for the three months ended March 31, 1996, but
have been separately disclosed.

     The pro forma combined financial information is not necessarily  indicative
of the results  which  actually  would have  occurred had the  acquisition  been
consummated on the dates indicated  above,  nor does it purport to represent the
combined future financial position or results of operations.

     The historical financial  information  presented for Century and Gold Creek
has been  derived from their  audited  financial  statements  for the year ended
December 31, 1995 and from their  unaudited  financial  statements for the three
months ended March 31, 1996.  The  applicable  historical  Gold Creek  financial
statements are included elsewhere herein.

                                       96
CENTURY CASINOS, INC.
                  PRO FORMA COMBINED BALANCE SHEET (Unaudited)

                                                                               As of March 31, 1996
                                                                               --------------------
                                                     Historical           Historical          Pro Forma          Pro Forma
                                                      Century             Gold Creek         Adjustments          Combined
                                                      -------             ----------         -----------          --------
                                                                                 (in thousands)
                                                                                 --------------
ASSETS
Current Assets
  Cash, cash equivalents and short-term investment     $    3,769           $    975         $    (4,920)(a)    $    4,298
                                                                                                    (540)(b)
                                                                                                   4,552 (c)
                                                                                                     462 (d)

  Other                                                       624                203                   6 (e)           833
                                                       ----------         ----------          ----------        ----------
    Total current assets                                    4,393              1,178                (440)            5,131
                                                       ----------         ----------          ----------        ----------
Property and Equipment, net                                 4,780              6,598                 320 (a)        11,698

Goodwill                                                    5,935                                  8,237 (a)        14,841
                                                                                                     540 (b)
                                                                                                     129 (e)
Deferred costs                                              1,558                                                    1,558
Other                                                       1,609                 79                (400)(a)           897
                                                                                                      38 (d)
                                                                                                    (429)(e)
                                                       ----------         ----------          ----------        ----------
TOTAL ASSETS                                          $    18,275         $    7,855          $    7,995       $    34,125
                                                      ===========         ==========          ==========       ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt                      $    505           $    856                            $    1,361

  Accounts payable, accrued liabilities and other             917                820                                 1,737
                                                       ----------         ----------          ----------        ----------
    Total current liabilities                               1,422              1,676                   0             3,098
                                                       ----------         ----------          ----------        ----------
Long-term debt, net of current portion                      1,690              2,242          $    5,174 (a)         9,606
                                                                                                     500 (d)
Shareholders' equity:
  Common stock                                                118                                     11 (a)           170
                                                                                                      41 (c)

  Partners' capital                                                            3,937              (3,937)(a)
  Additional paid-in-capital                               18,606                                  1,989 (a)        25,106
                                                                                                   4,511 (c)
  Foreign currency translation adjustment                      (9)                                                      (9)
  Accumulated deficit                                      (3,552)                                  (294)(e)        (3,846)
                                                       ----------         ----------          ----------        ----------
    Total shareholders' equity                             15,163              3,937               2,321            21,421
                                                       ----------         ----------          ----------        ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $    18,275         $    7,855          $    7,995       $    34,125

                                                      ===========         ==========          ==========       ===========
                                       97
Pro Forma Adjustments

     (a)  To record  purchase of Gold Creek  assets and  assumption  of existing
          debt for cash of $5,000,000  (less  previously  paid escrow deposit of
          $400,000,  plus working capital  adjustment of $320,000),  issuance of
          note to seller in principal  amount of $5,174,000 and assumed issuance
          of Century stock (valued at  $2,000,000)  to two  principals of seller
          two years after closing date of acquisition.

     (b)  To record estimated  out-of-pocket  costs of the acquisition  incurred
          subsequent to March 31, 1996.

     (c)  To record  estimated net proceeds from the sale of 4,072,233 shares of
          Century common stock to finance the acquisition.

     (d)  To record the issuance of a  convertible  debenture in the face amount
          of $500,000,  and related  issuance  costs of $37,500,  to finance the
          acquisition.  

     (e)  To reclassify  out-of-pocket costs of the acquisition incurred through
          March 31, 1996, and to write off previously deferred costs relating to
          financing  efforts  which  did  not  result  in  the  consummation  of
          financing.
98
CENTURY CASINOS, INC.
                 PRO FORMA COMBINED INCOME STATEMENT (Unaudited)

                                                                            For the Three Months Ended March 31, 1996
                                                                            -----------------------------------------
                                                             Historical         Historical          Pro Forma          Pro Forma
                                                              Century           Gold Creek         Adjustments          Combined
                                                              -------           ----------         -----------          --------
                                                                        (in thousands, except share and per share data)
                                                                        -----------------------------------------------
OPERATING REVENUE:
  Casino                                                  $    1,101          $    2,850                            $    3,951
  Food and beverage                                               14                  39                                    53
  Other                                                           19                  11                                    30
                                                          ----------          ----------          ----------        ----------

    Net operating revenue                                      1,134               2,900                                 4,034
                                                          ----------          ----------          ----------        ----------
OPERATING COSTS AND EXPENSES:

  Casino                                                         425               1,422                                 1,847
  Food and beverage                                               21                  45                                    66
  General and administrative                                     764                 328                                 1,092
  Depreciation and amortization                                  315                 127            $    164 (a)           606
                                                          ----------          ----------          ----------        ----------
    Total operating costs and expenses                         1,525               1,922                 164             3,611
                                                          ----------          ----------          ----------        ----------
INCOME (LOSS) FROM OPERATIONS                                   (391)                978                (164)              423

OTHER INCOME (EXPENSE), net                                       11                (165)               (132)(b)          (286)
                                                          ----------          ----------          ----------        ----------
INCOME (LOSS) BEFORE INCOME TAXES                               (380)                813                (296)              137

PROVISION FOR INCOME TAXES                                                                                36 (c)            36
                                                          ----------          ----------          ----------        ----------
NET INCOME (LOSS)                                          $    (380)           $    813           $    (332)         $    101
                                                          ==========          ==========          ==========         =========
INCOME (LOSS) PER SHARE                                   $    (0.03)                                                $    0.01
                                                          ==========                                                 =========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                11,602,839                                                16,735,072
                                                          ==========                                                ==========
Pro Forma Adjustments

     (a)  To  record   goodwill   amortization   of  $148,000   and   additional
          depreciation  of  $16,000  on  fair  value  step-up  to  property  and
          equipment.

     (b)  To record  interest  expense of $15,000 on  convertible  debenture and
          $117,000 on promissory note issued to Gold Creek.

     (c)  To adjust the provision  for income taxes based on pro forma  combined
          pretax  income.   Due  to  the  availability  of  net  operating  loss
          carryforwards,  the pro forma  provision for income taxes  consists of
          $32,000 for the anticipated  utilization of Century net operating loss
          carryforwards related to a previous business  combination,  and $4,000
          of alternative minimum tax.

     The Company  expects to record,  in the second quarter of 1996, a charge to
operations of $294,000, net of income tax effects,  relating to the write off of
previously  deferred costs relating to financing efforts which did not result in
the  consummation  of financing.  Such charge has not been  reflected in the pro
forma combined income statement presented above.
99
CENTURY CASINOS, INC.
                 PRO FORMA COMBINED INCOME STATEMENT (Unaudited)

                                                                            For the Year Ended December 31, 1995
                                                                            ------------------------------------
                                                             Historical         Historical          Pro Forma          Pro Forma
                                                              Century           Gold Creek         Adjustments          Combined
                                                              -------           ----------         -----------          --------
                                                                        (in thousands, except share and per share data)
                                                                        -----------------------------------------------
OPERATING REVENUE:

  Casino                                                   $    4,003          $    9,641                           $    13,644
  Food and beverage                                               133                 174                                   307
  Other                                                            86                  70                                   156
                                                           ----------          ----------          ----------        ----------
    Net operating revenue                                       4,222               9,885                                14,107
                                                           ----------          ----------          ----------        ----------
OPERATING COSTS AND EXPENSES:

  Casino                                                        1,794               5,656                                 7,450
  Food and beverage                                               251                 325                                   576
  General and administrative                                    3,532               1,446                                 4,978
  Depreciation and amortization                                 1,251                 545            $    657 (a)         2,453
                                                           ----------          ----------          ----------        ----------
    Total operating costs and expenses                          6,828               7,972                 657            15,457
                                                           ----------          ----------          ----------        ----------
INCOME (LOSS) FROM OPERATIONS                                  (2,606)              1,913                (657)           (1,350)

OTHER INCOME (EXPENSE), net                                     3,518                (318)               (526)(b)         2,674
                                                           ----------          ----------          ----------        ----------
INCOME (LOSS) BEFORE INCOME TAXES                                 912               1,595              (1,183)            1,324

PROVISION FOR INCOME TAXES                                        300                                       4 (c)           304
                                                           ----------          ----------          ----------        ----------
NET INCOME (LOSS)                                          $      612          $    1,595         $    (1,187)       $    1,020
                                                           ==========          ==========         ===========        ==========

INCOME (LOSS) PER SHARE                                    $     0.06                                                 $    0.07
                                                           ==========                                                ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                 10,471,052                                                15,603,285
                                                           ==========                                                ==========
Pro Forma Adjustments

     (a)  To  record   goodwill   amortization   of  $593,000   and   additional
          depreciation  of  $64,000  on  fair  value  step-up  to  property  and
          equipment.

     (b)  To record  interest  expense of $61,000 on  convertible  debenture and
          $465,000 on promissory note issued to Gold Creek.

     (c)  To adjust the provision  for income taxes based on pro forma  combined
          pretax  income.   Due  to  the  availability  of  net  operating  loss
          carryforwards,  the  adjustment  for income taxes  consists  solely of
          alternative minimum tax.

    Included in other income for Century for the year ended December 31, 1995 is
a  nonrecurring  gain of $3,928,000  relating to the  termination of a riverboat
gaming management contract.
100