AMENDMENT NUMBER 1
                               ------------------

                                       to

                          Equity Subscription Agreement
               (entered into on September 7, 2001 by and between)

                      Rhino Resort Limited ("Rhino Resort")

                                       and

                Century Casinos Africa (Pty) Limited ("Century")

                                       and

                  Silverstar Development Limited ("Silverstar")

                          (collectively "The Parties")


This  Amendment Number 1 to the Equity Subscription Agreement shall be effective
from  March  2,  2002.

WHEREAS,  certain  amendments  to the conditions governing Rhino Resort's casino
license  are  required  by  the Gauteng Gambling Board pursuant to the Temporary
Casino  License  issued  by the Gauteng Gambling Board on November 21, 2001; and

WHEREAS,  these  amendments  necessitate  an  increase in the quantum of initial
funds  required  by  the  Rhino  Resort  development  as  contemplated;  and

WHEREAS,  Rhino Resort's debt financiers have required that the initial funds to
be  provided  by Rhino Resort's shareholders shall be increased from R40 million
to  R50  million;  and

WHEREAS,  Rhino Resort and Silverstar wish to secure a commitment to provide the
initial  funds  required  without  diluting or amending the existing shareholder
structures;  and

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NOW  THEREFORE,  IT  IS  AGREED  AS  FOLLOWS:


1.     The  name  of  the  Equity  Subscription  Agreement  shall  be changed to
       "Funding  Agreement"

2.     Paragraph  B  of  the  Funding Agreement  ("Undertaking to Provide Equity
       Funds")  is  amended  as  follows:

       2.1.  Sub-paragraph  1  is  deleted  and  replaced  with  the  following:

             "Century  shall  inject an amount of R50 million by way of equity
             share capital, or  shareholder  loans,  into  Rhino  Resort".

       2.2   The  date  "December  31  2003"  in  paragraph  B2  shall be
             replaced by "December  31,  2004.

3.     Paragraph  C  of  the  Funding  Agreement ("Manner of Provision of Equity
       Funds")  is  deleted  in its entirety and replaced with the  following:

       "C.  Manner  of  Provision  of  Funds

a.     Subject  to  the  fulfillment  or  waiver of the suspensive conditions in
       accordance with B above, Century shall (unless otherwise agreed
       between the parties) provide the sum of R50 m in accordance with
       paragraph B.1. by whatever means, and at such time as Century shall
       have agreed with Rhino Resort's debt financiers (as envisaged in
       paragraph B.2.3). Evidence of satisfaction of Rhino Resort's debt
       financiers as to the manner and timing of the provision of funds,
       shall similarly be deemed by Rhino Resort and Silverstar to be
       satisfaction of Century's obligation to provide funds as described
       herein.

b.     Century  may elect that a portion of its R50 million contribution be made
       by  way  of  a  shareholder  loan  which  shall

       i)   not exceed 40% of the total amount of Century's committed
            contribution of funds in terms of the Funding Agreement; and

       ii)  be subject to a rate of interest compounded monthly in
            arrears, which shall initially be zero percent (0%), and which
            may be such other rate as Century may from time to time elect,
            and which shall be calculated from time of contribution until
            time of repayment in full, save that such interest rate shall at
            no time exceed the Bankers Acceptance Rate plus 3.625%; and
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       iii) be otherwise governed by a Shareholder Loan agreement to be entered
            into between  Rhino  Resort  and  Century".

4.     The  date  "December  31,  2003"  is  replaced  by "December 31, 2004" in
       paragraph  E.

5.     A  new  paragraph  F  is  inserted  as  follows:

       "F.  INTERIM  FUNDS  PROVIDED
       -----------------------------
       a.    Century, at the request of Rhino Resort, shall be entitled,
             but not obligated, to make funds available to Rhino Resort to
             finance such costs that Rhino Resort and Century may jointly
             determine are necessary to be incurred either directly by Rhino
             Resort or on behalf of Rhino Resort in order to maintain the good
             standing of the casino license, or which may otherwise assist
             Rhino Resort in proceeding with the casino development as
             currently contemplated. Such costs may include, inter alia, fees
             and charges levied by the Gauteng Gambling Board, legal fees,
             professional fees, salaries, equipment and supplies. Unless
             specifically subject to separate agreements that may be in force,
             any funds directly or indirectly advanced by Century in this
             regard shall, at Century's election, which election may be made
             either before or after provision of such interim funding,

             i) represent an advance contribution of the fund's committed by
                Century to Rhino Resort in terms of this Funding Agreement; or

             ii) represent an obligation of Rhino Resort to Century
                 which is repayable upon demand at any time after the date of
                 Financial Close as defined in Rhino Resort's third party
                 debt funding agreements;

             iii) attract interest compounded monthly in arrears from
                  time of advance until time of settlement in accordance with
                  sub-paragraphs a. and b. above, at a rate which shall
                  initially be zero and subsequently such other rate as
                  Century may from time to time determine, and which rate
                  shall not exceed the Prime Rate applicable to Rand
                  denominated loans in South Africa plus 2% (two percent)
                  measured from time of advance to time of settlement in full.

       b.    Until such time as Century has made an election under
             the main part of subsection a of this paragraph F, and for
             so long as any obligations of Rhino Resort to Century, under
             any of the elections,
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             including interest, remains outstanding, Century shall
             be entitled to rank as a secured creditor of Rhino (either
             by procuring a pledge of or other appropriate security
             interest in, any and all assets and / or services acquired
             by Rhino Resort (or by Century on behalf of Rhino Resort)
             utilising funds provided by Century under this agreement.

       c.    Rhino Resort and Silverstar agree that they shall, as
             soon as reasonably practicable execute all further
             documentation and do all things that Century may require in
             order to perfect the rights granted under this paragraph F.

       d.    Subsequent to the satisfaction of all obligations of
             Rhino Resort relating to any election by Century under this
             paragraph F, Century shall cause any related security
             interest or related title granted in its favour to be
             released or transferred to the benefit of Rhino Resort."

Dated  at  Johannesburg  this   2nd   day  of  March,  2002
/s/  James  Forbes
------------------
CENTURY  CASINOS  AFRICA  (Pty)  LIMITED

Dated  at  Johannesburg  this   2nd   day  of  March,  2002
/s/  James  Forbes    Jose  Garcia  Da  Silva
---------------------------------------------
RHINO  RESORT  LIMITED

Dated  at  Johannesburg  this   2nd   day  of  March,  2002
/s/  Jose  Garcia  Da  Silva
     -----------------------
SILVERSTAR  DEVELOPMENT  LIMITED

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