Loan Agreement between Century Casinos Europe GmbH and G5 Sp. z o.o. entered into on February 1, 2007

Century Casinos Europe GmbH, a company incorporated and existing under the laws of Austria, whose registered office is Wipplinger Str. 30, 1010, Vienna, Austria, represented by Dr Christian Gernert acting in the capacity of a managing director, hereinafter the “Lender”,

-

G5 Sp. z o.o., a company incorporated and existing under the laws of the Republic of Poland, whose registered office is at ul. Żelazna 82/84 no. 51, 00-894 Warsaw, registered in the National Court Register - Register of Entrepreneurs, under number KRS No. 90606, represented by Małgorzata Rogowicz-Angierman, Jerzy Cieślak, Piotr Nassius and Przemysław Tomaszewski, acting in the capacity of management board members, hereinafter the “Borrower”

1.

The Lender, hereby, grants to the Borrower the Loan, in an amount of USD 1,000,000.

2.

The amount of the Loan is to be transferred, within 3 Business Days from the date hereof, to the bank account no. 95 1060 0076 0000 3210 0009 9939 maintained by Bank BPH SA, Branch Office in Warsaw (hereinafter “Bank Account”), which the Borrower will be able to access and use only when acting with, and on the basis of, a written consent of the Lender, to be issued in the future for a specific operation to be made in, or through, the Bank Account. The Parties expressly confirm that: (i) the Lender will not consent to the Loan being utilized for purposes other than those indicated in clause 2.3 and 2.4 below, and (ii) the Lender will not withhold, without a valid cause, its consent for the Borrower to use the Loan for the purposed indicated in clause 2.3 and 2.4 below.

3.

Save for that that has been set forth in § 2.4 below, the Loan extended to the Borrower by the Lender, hereunder, can only be used by the Borrower for the purpose of repayment of the entirety of the Debt Repayable to One of the Polish Entities. Furthermore, the Parties expressly agree that the Loan will only be possible to be retransferred from the Bank Account, elsewhere, for the purpose of the repayment of the Debt Repayable to One of the Polish Entities, in the following Installments, and within the following deadlines:

1)

first Installment being the USD Equivalent of PLN 1,000,000 will be retransferred from the Bank Account not later than 7 days after the later of:

(i)

the date when One of the Polish Entities has accepted in writing, and to the satisfaction of Lender, a written offer of the Borrower to finally and irrevocably settle the entirety of the Debt Repayable to One of the Polish Entities, by payment to be made by the Borrower to One of the Polish Entities of PLN 3,000,000,

(ii)

the date when One of the Polish Entities issues to the Borrower, to the satisfaction of the Lender, a declaration consenting to the Pledge being removed from the Polish Register of Pledges, and

(iii)

the date when the Borrower and the Lender have concluded an annex to the Share Sale and Purchase Agreement (hereinafter “Annex to the SSPA”) that will reduce, proportionately, all the Purchase Prices as defined in the Share Sale and Purchase Agreement, so that the total of all the Purchase Prices is decreased to the balance of EURO 2,920,000 minus the EURO Equivalent of PLN 3,000,000, provided that such EURO Equivalent is computed as of the date of the Annex to the SSPA;

2)

a second Installment in an amount being the remainder of the Loan will be retransferred from the Bank Account 7 days after the date of the issuance of a final and binding decision of a competent court for deletion of the Pledge from the Register of Pledges in Poland, but in any case not later than the 30^th of June 2007.

4.

The Lender confirms that it is aware that in the time between the Drawdown Date and actual repayment of the Debt Repayable to One of the Polish Entities with the funds of the Loan, the Borrower intends to utilize all amount of the Loan that will be transferred by the Lender into the Bank Account for the purpose of establishing collateral (hereinafter “Collateral”) to secure the claims of a bank (hereinafter “Bank”) for issuance by the Bank of a bank guarantee (hereinafter “Bank Guarantee”) to be delivered by the Borrower to One of the Polish Entities, so that the latter consents to the removal of the Pledge from the Polish Register of Pledges. Whenever requested to do so, the Lender will consent to the establishment of the Collateral for the Bank Guarantee, provided that the following is procured by the Borrower:

1)

The Bank Guarantee will be for a maximum of PLN 3,000,000;

2)

The Bank Guarantee will secure, exclusively, repayment of the Debt Repayable to One of the Polish Entities;

3)

The Bank Guarantee will only be possible to be utilized : (i) upon occurrence of events, within deadlines, and in amounts, set forth in § 2 section 3 items 1), and 2) above, and (ii) after the Lender unsuccessfully demands from the Borrower, reasonably in advance, payment of the amounts sought by to be paid under the Bank Guarantee; and

4)

The Bank Guarantee and the agreement between the Bank and the Borrower for the issuance of the Bank Guarantee will provide that should the Bank demand from the Borrower repayment of any amounts which have been paid by the Bank to One of the Polish Entities under the Bank Guarantee, any such repayment will be made from resources extended to the Borrower in the form of the Loan, without need for the Bank to obtain a prior consent of the Borrower.

5.

Immediately after the payments referred to under §§ 2.2 - 2.4 are made, the Borrower is to provide the Lender with a written notice regarding the payment made, including the precise date and exact amount of the payment, and a copy of an official and binding statement from a bank confirming the contents of the notice.

1.

Provided that, and immediately after, the Lender transfers to the Bank Account any amounts of the Loan hereunder, the Borrower, within 7 days, will transfer to One of the Polish Entities all the amounts so made available by the Lender in such a manner as will ensure full repayment of the Debt Repayable to One of the Polish Entities, in accordance with § 2.3 above, including the principal amount, any interest accrued, thereon, and any related payments, charges, or fees, which One of the Polish Entities could request from the Borrower in relation to the Debt Repayable to One of the Polish Entities.

2.

Nothing in the provisions of this Agreement is to be construed to require the Lender to provide the Borrower, under any contractual, or factual, basis whatsoever, any additional amounts in excess of those expressly referred in § 2.3, including when the amount of the Debt Repayable to One of the Polish Entities, or of any payments, charges, or fees, referred to in §3.1, exceeds PLN 3,000,000.

3.

If the Borrower makes any payments, whatsoever, in breach of the Agreement, from the amounts made available by the Lender to the Borrower under the Agreement, the Borrower is to immediately repay such payments to the Lender, after obtaining a written notice from the Lender to that effect, to a bank account to be indicated by the Lender in the notice. The Lender is to decide, at its sole discretion, whether to request such repayment and, if so, will establish the amount of repayment requested, to be equal to the aggregate payments made by the Borrower in breach of this Agreement.

4.

If the Borrower fails, for any reasons whatsoever, to timely transfer to One of the Polish Entities, in relation to the Debt Repayable to One of the Polish Entities, and in accordance with this Agreement, the aggregate amount of all Installments of the Loan already obtained from the Lender under the Agreement, the Borrower is to immediately repay to the Lender, upon it giving written notice, such part of the amount obtained from the Lender under the Agreement that was not transferred to One of the Polish Entities for the repayment of the Debt Repayable to One of the Polish Entities.

1.

The outstanding amount of the principle of the Loan is to be charged interest on each Interest Payment Date, by the Interest Rate. The interest, including Default Interest, is to be determined on the basis of a year of 360 (three hundred and sixty) days and a month of 30 (thirty) days.

The interest is payable on the Interest Payment Date until the Final Maturity Date.

1.

The principal amount of the Loan, together with all interest accrued thereon, but unpaid, is to be repaid in full not later, and not earlier, than on the Final Maturity Date.

2.

On each date on which any sum is due from the Borrower under this Agreement, the Borrower is to make that sum available without set off, or tax, or other deductions, to the Lender by payment in immediately available, freely transferable, cleared funds, to an account designated by the Lender for that purpose. All costs in connection with payment of any sum (including the costs of transfer of payments) are for the account of the Borrower, and cannot, therefore, be deducted from such sum.

3.

Neither in whole, nor in part, is the Borrower permitted to prepay the Loan.

4.

All payments in respect of the Loan are to be made without withholding, or deducting, on account of any present, or future, taxes, duties, assessments or governmental charges, whatsoever, (hereinafter the "Taxes") imposed, or levied by, or on behalf of, the Republic of Poland, or any political subdivision, or any authority thereof, or therein unless the withholding, or deduction of such Taxes is required by law, or regulations. In that event, the Borrower pays to the Lender such additional amounts as may be necessary so that the net amounts received by the Lender after such withholding, or deduction are equal to the amount that would have been receivable in respect of the Loan in the absence of such withholding, or deduction. As soon as the Borrower is aware that any such deduction, withholding, or payment of Taxes is required (or of any change in any such requirement), it must notify the Lender of that, forthwith.

1.

The Parties can disclose the Information to those of its employees and advisers for whom it is necessary, for the purpose of entering into this Agreement, and for the performance of the obligations, hereunder, provided that the Parties ensure that the employees and advisers keep the Information confidential.

2.

Any public announcement, or disclosure, to be made is to be determined and made by the Parties acting jointly, except for announcements required by law to be made, specifically in relation to the disclosure requirements applicable to publicly quoted companies.

2.

1.

3.