CENTURY CASINOS INC /CO/
MANAGEMENT AGREEMENT BETWEEN CCI AND RESPOND
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit10119.txt
<DESCRIPTION>MANAGEMENT AGREEMENT BETWEEN CCI AND RESPOND
<TEXT>


                              MANAGEMENT AGREEMENT


     THIS  MANAGEMENT  AGREEMENT is made  effective  for all purposes and in all
respects as of the 1st day of January 2002 by and between CENTURY CASINOS, INC.,
a Delaware corporation  (hereinafter referred to as the "Company"),  and Respond
Limited, an Isle of Man Company (hereinafter referred to as the "Consultant").

WITNESSETH THAT:

     WHEREAS, Consultant has a contractual relationship with Mr James Forbes (UK
citizen  born June 27,  1957) who was  previously  employed by the Company as an
employee and/or manager in the capacity of executive management; and

     WHEREAS,  Consultant has the right, and the human resources  available,  to
provide  executive  management  services (a substantial  part of the services Mr
James Forbes previously provided) to the Company; and

     WHEREAS,  both the Company and the Consultant desire to set forth the terms
and  conditions of their  agreements  and  understandings,  and for their mutual
benefit to establish the term of Consultant's engagement hereunder.

     NOW, THEREFORE,  in consideration of the foregoing,  of the mutual promises
herein contained, and of other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties, intending legally to
be bound, agree as follows:

1 Term of Agreement

     The term of this Agreement  shall  commence on 1st January,  2002 and shall
continue  until  31st  December,  2005 and shall be  automatically  renewed  for
additional  successive periods of five (5) years each thereafter,  unless sooner
terminated in accordance with the relevant provisions of this Agreement.

2 Duties of Consultant

     2.1 By entering into this Agreement,  Consultant shall undertake and assume
the  responsibility of performing for an on behalf of the Company such duties as
are usual and  customary in the provision of executive  management  services for
the  Company's   interests  in  Gauteng  (South  Africa)  and/or  consulting  to
subsidiaries  and/or any other  entities the company is related or associated to
and/or  may  require  from  time to time.  The  duties  of  Consultant  shall be
performed  through  Consultancy  of Mr James Forbes  and/or any such  additional
person(s) as the Company and the Consultant may by mutual agreement determine.

3 Compensation

     3.1  Management  Fee As annual  compensation  for the services  rendered by
Consultant for the Company pursuant to this Agreement,  Consultant shall be paid
not less than the  following  base annual  management  fee, on a monthly  basis,
during the term hereof: $120,000, plus any annual increases and any bonuses, and
any such other  incentives,  benefits,  and  compensation as may be awarded from
time to time by the  Compensation  Committee  of the Board of  Directors  of the
Company  or  their  monitory  equivalent  at  the  discretion  of the  Board  of
Directors.

     3.2  Management  Fee Review  Consultant's  management fee shall be reviewed
annually by the Compensation Committee of the Company.

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4 Additional Benefits

     In addition to, and not in limitation of, the  compensation  referred to in
Section 3, Consultant  shall receive  reimbursement  of all reasonable  expenses
incurred in connection with the performance of the duties for the Company,  upon
submission of receipts to the Company.  Reasonable  expenses shall include,  but
not be limited to all out-of-pocket  expenses for entertainment,  travel, meals,
lodging,  automobile  expenses,  communications  and  office  costs and the like
incurred by the Consultant in the interest of the Company.

5 Termination

     5.1  Termination  By Either Party Without Cause At any time during the term
hereof,  or at the end of the term or any  renewal  term under  Section 1 above,
this  Agreement may be terminated  "without  cause" by either the Company or the
Consultant upon written notice to the other party.

          (a)  Termination  By  Consultant  In the  event  of  such  termination
     "without cause" by Consultant, the Company shall have the option either (i)
     to accept  Consultant's  termination , effective  immediately on receipt of
     such written notice;  or (ii) to require  Consultant to continue to perform
     it's duties  hereunder,  for a period not to exceed six (6) months from the
     date of receipt of such written notice.

          In either event, the Consultant's  compensation and benefits hereunder
     shall  continue  only  until  the date on which  the  Consultant  ceases to
     perform any further duties for the Company.

          (b) Termination By Company In the event of such  termination  "without
     cause" by the Company,  Consultant  shall be continued at the same base fee
     for a period  of six (6)  months  from the  date on  which  the  Consultant
     receives written notice of termination.  Such compensation shall be paid to
     the Consultant in six (6) equal, successive monthly payments,  beginning on
     the 1st day of the  month  immediately  following  the  date on  which  the
     Consultant receives written notice of termination.

          Consultant  shall  continue  to make  itself  available  to, and shall
     cooperate  with the Company,  as may be  reasonably  required to assist the
     Company during the six-month transition period.

          (c) In the event  Consultant's  engagement  hereunder is terminated by
     the Company  "without  cause"  pursuant  to this  Section  5.1(b),  after a
     "Change of Control",  as defined in Section 5.3(a)(ii) below, has occurred,
     then the provisions of Section 5.3(b) shall apply.

     5.2 Termination By Company For Cause

          Notwithstanding  any other provision hereof, the Company may terminate
     Consultant's  engagement  under this  Agreement at any time for cause.  The
     termination  shall be effected by written notice thereof to the Consultant,
     which shall specify the exact cause for termination.

          For  purposes  hereof,  the term  "cause"  shall  mean the  failure of
     Consultant  or it's  employee(s)  for any reason,  within  thirty (30) days
     after receipt by Consultant of written notice thereof from the Company,  to
     correct,  cease,  or otherwise alter any specific action or omission to act
     that  constitutes a material and wilful breach of this Agreement  likely to
     result in material damage to the Company, or wilful gross misconduct likely
     to result in material damage to the Company.

          Upon such valid termination for cause by the Company, Consultant shall
     not receive  any  termination  pay or benefits  beyond the date on which he
     receives final written notice of termination.


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     5.3 Termination By Consultant For Cause

          (a)  Notwithstanding  any  other  provision  hereof,   Consultant  may
     terminate its engagement  with Company under this Agreement at any time for
     cause, upon written notice thereof to the Company  specifying the cause for
     Consultant's termination.

          For purposes hereof, the term "for cause" shall mean:

               (i) the failure of the Company for any reason, within thirty (30)
          days after receipt by the Company of written  notice from  Consultant,
          to correct,  cease, or otherwise alter any material  adverse change in
          the conditions of Consultant's engagement,  including, but not limited
          to any change in  Consultant's  duties  (such as,  but not  limited to
          another person or consulting  company assuming the same or similar job
          description  or  title  of  employee(s)  position  or  duties,  or the
          Consultant's  primary  duties  and/or  services  being  assigned to be
          performed  by the  Consultant  in a country  other than the country of
          primary  residence  of Mr James  Forbes,  or any such other  person(s)
          provided to the Company by the Consultant), unless Consultant consents
          in writing to such  change,  or unless  directed  by the  Compensation
          Committee (as long as the Compensation  Committee  consists of persons
          appointed by the  Company's  Board of  Directors  before any Change of
          Control); or

               (ii)  a  "Change  of  Control"  of  the  Company  occurs  or  has
          previously  occurred  at  any  time  during  Consultant's   engagement
          hereunder.

          "Change of  Control"  as used  herein  shall  mean:  (a) any person or
          entity (not affiliated  with the Consultant or any person(s)  provided
          to the Company by the Consultant)  becoming the beneficial  owner of a
          majority  of  the  Company's  then  outstanding  securities;  (b)  the
          triggering of the issuance of stock rights to Shareholders pursuant to
          the Company's  Stock Rights  Agreement,  as amended from time to time;
          (c) the replacement during any two calendar years of a majority of the
          existing  Board  of  Directors  of the  Company;  (d)  holders  of the
          Company's securities approve a merger, consolidation or liquidation of
          the Company.

          (b)  In  the  event  of  termination  by the  Consultant  "for  cause"
     hereunder:

               (1) A lump sum  cash  benefit  payment  of three  (3)  times  the
          Consultant's  then  current  annual  fee  plus  three  (3)  times  the
          Consultant's  average  bonus for the last three years shall be made to
          Consultant within 30 days of such written notice.

               (2) Consultant may also, in addition to, and not in limitation of
          payments under Section 5.3(b)(1) hereunder,  at his sole option, elect
          to serve as a consultant  to Company  (working out of his then current
          residence)  for an  additional  period  of three (3) years at his then
          current fee, his previous year's bonus and current benefits.

     5.4 Effective Date of Termination Unless otherwise specified, the effective
date of  termination,  as used in this  Section  5,  shall  be the date on which
Consultant  receives  written  notice of  termination  from the Company or gives
written notice of termination to the Company.

6 Other Business Activities

     During the period of it's engagement  under this Agreement,  the Consultant
shall not be employed by or otherwise  engage or be  interested  in any business
other than that of the Company, with the following exceptions:

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          (a)  Consultant's  investment or involvement in any business shall not
     be considered a violation of this  Section,  provided that such business is
     not in direct  competition  with the  Company and the  Consultant  does not
     render substantial management or other personal or similar services to such
     business;

          (b) Consultant may consult with or for other  businesses not in direct
     competition with the Company.

7 Indemnification

     So long as  Consultant  is not  found by a court of law to be  guilty  of a
wilful and material  breach of this  Agreement,  or to be guilty of wilful gross
misconduct, Consultant shall be indemnified from and against any and all losses,
liability,  claims and expenses,  damages,  or causes of action,  proceedings or
investigations,  or threats  thereof  (including  reasonable  attorney  fees and
expenses of counsel  satisfactory  to and  approved by  Consultant)  incurred by
Consultant,  arising  out of, in  connection  with , or based upon  Consultant's
services and the performance of it's duties  pursuant to this Agreement,  or any
other matter  contemplated  by this  Agreement,  whether or not resulting in any
such  liability;  and Consultant  shall be reimbursed by the Company as and when
incurred for any reasonable  legal or other  expenses  incurred by Consultant in
connection or defending against any such loss, claim, damage, liability, action,
proceeding,  investigation or threat thereof, or producing  evidence,  producing
documents  or  taking  any other  action  in  respect  thereto  (whether  or not
Consultant  is  a  defendant  in  or  target  of  such  action,   proceeding  or
investigation).

8 Burden and Benefit

     Unless the express  provisions  of a particular  section of this  Agreement
state otherwise,  or performance thereunder would be impossible,  this Agreement
shall  be  binding  upon,  and  shall  inure  to the  benefit  of,  Company  and
Consultant,  and their  respective  heirs,  personal and legal  representatives,
successors,  and assigns.  It shall also be expressly  binding upon and inure to
the benefit of any person or entity assuming the Corporation/Company, by merger,
consolidation, purchase of assets or stock., or otherwise.

9 Governing Law

     It is understood and agreed that the  construction  and  interpretation  of
this Agreement shall at all times and in all respects be governed by the laws of
the State of Delaware.  The Company agrees to cover all costs,  including legal,
arising in connection with drafting and  implementing  this Agreement,  both for
the Company and for Consultant.

10 Severability

     The  provisions  of this  Agreement  shall  be  deemed  severable,  and the
invalidity  or  unenforceability  of any one or more of the  provisions  of this
Agreement  shall  not  affect  the  validity  and  enforceability  of the  other
provisions.

11 Notice

     Any notice  required to be given  hereunder shall be sufficient if it is in
writing and sent by certified or  registered  mail,  return  receipt  requested,
first-class postage prepaid, to the following  respective  addresses,  which may
hereafter be changed by written notice to the other party.  Company at 200 - 220
East Bennett Ave.,  Cripple Creek,  CO 80813,  USA,  Consultant at Samuel Harris
House, 5-11 St Georges Street, Douglas, Isle of Man, IM1 1AJ.

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12 Entire Agreement; Interpretation

     12.1 This Agreement  contains the entire agreement and understanding by and
between the Company and Consultant with respect to the engagement of Consultant.
No change or  modification of this Agreement shall be valid or binding unless it
is in writing  and signed by the party  intended  to be bound.  No waiver of any
provision of this Agreement shall be valid unless it is in writing and signed by
the party  against whom the waiver is sought to be enforced.  No valid waiver of
any  provision  of this  Agreement  at any time  shall be deemed a waiver of any
other  provision  of this  Agreement  at such  time or at any  other  time.  The
Compensation  Committee shall  interpret and administer this Agreement,  in good
faith, and may make such administrative or ministerial adjustments hereto as may
be reasonably  required without  requiring  written  Amendment,  if both parties
agree, and the rights of the Consultant are not adversely affected thereby.

13 Confidentiality

     Other then in the performance of its duties  hereunder,  Consultant  agrees
not to disclose,  either during the term of its  engagement by the Company or at
any  time  thereafter,  to any  person,  firm or  corporation  any  confidential
information  concerning  the  business  affairs,  financial  affairs,  know-how,
private  documents,  reports,  plans,  proposals,  marketing and sales plans, or
similar  information of the Company.  Any such documents,  techniques,  methods,
processes or technologies  used by the Company shall be considered  confidential
and a "trade secret" for the purposes of this Agreement.

14 Counterparts

     This  Agreement  may be  executed in two or more  counterparts,  any one of
which shall be deemed the original without reference to the others.

     IN WITNESS  WHEREOF,  the Company and  Consultant  have duly  executed this
Agreement as of the day and year first above written

COMPANY:                            CONSULTANT:

CENTURY CASINOS, INC.,              Respond Limited,
a Delaware corporation              an Isle of Man Company





     /s/ Erwin Haitzmann               /s/ Christine Joan James
By:..............................   By:..............................
Chairman, Compensation Committee        Director


     /s/ Peter Hoetzinger              /s/ Nigel Glazier Scott
By:..............................   By:...............................
Member, Compensation Committee          Director


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