EQUITY SUBSCRIPTION AGREEMENT
                        -------------------------------

This  agreement  is  dated  the  7th  day  of September, 2001 and is made by and
between RHINO RESORT LIMITED ("Rhino Resort") and SILVERSTAR DEVELOPMENT LIMITED
("Silverstar") and CENTURY CASINOS AFRICA (PTY) LIMITED ("Century") (hereinafter
collectively  referred  to  as  "the  parties").

WHEREBY  IT  IS  AGREED  AS  FOLLOWS:

A.     ISSUE  OF  SHARES
-      -----------------

Rhino,  at its own cost, shall immediately upon execution of this agreement give
irrevocable  instruction  to  its  attorneys  to  cause  that there be issued to
Century, as soon as practicable, shares in Rhino so as to constitute Century the
beneficial  owner  of  fifty  percent (50%) of the issued share capital of Rhino
Resort  and  shall,  from  the  date of execution of this agreement, conduct the
business  of Rhino (including election / appointment of directors and the voting
of shareholders) as if the issue of said shares to Century had been completed as
at  the  date  of  execution  of  this  agreement.

B     UNDERTAKING  TO  PROVIDE  EQUITY  FUNDS
-     ---------------------------------------

Century  Casinos  Africa  (Pty)  Limited  ("Century") hereby undertakes to Rhino
Resort  Limited  ("Rhino  Resort")  which  hereby  accepts  the  benefit of this
undertaking  that:

1.     Century  shall  inject  an  amount  of R40 million by way of equity share
       capital  into  the  share  capital  of  Rhino  Resort.

2.     This  undertaking  is  subject to the fulfillment by no later than Dec 31
       2003 of the following suspensive conditions which are inserted into
       this undertaking and agreement for the benefit of Century:

       2.1  The issue of a casino licence to Rhino Resort to develop and
            operate a casino in the West Rand (Gauteng province) upon
                                        1
<PAGE>
            exactly the same terms as outlined in Rhino Resort's amended
            application lodged with the Gauteng Gambling Board (these terms
            specifically include the location of the temporary casino at
            Hillfox Power Centre for a period of not less than three (3)
            years, the allocation of not less than seven hundred (700) gaming
            machines for the temporary casino and nine hundred and fifty
            (950) gaming machines for the permanent casino, the approval of
            the management fees presently envisaged as payable by Rhino
            Resort to CCWR and that no third party shall have legally
            disputed the grant of such casino licence prior to the
            fulfillment date stated above;


       2.2  That the Casino and Resort Management Agreement between
            Rhino and CCWR, as amended, remains in good standing and
            undisputed;

       2.3  That a firm, irrevocable and unconditional commitment
            from a reputable bank acceptable to Century is in place for the
            entire funding (other than the R40 million capital contribution
            from Century) necessary to develop and operate the temporary and
            permanent casino resort as presently proposed by Rhino Resort in
            the amended application to the Gauteng Gambling Board.

       2.4  That Kairo Management SA (Pty) Limited ("Kairo") has
            agreed, in writing, to irrevocably waive any and all of its
            rights under article 5.6 of the Memorandum of Agreement dated May
            2000, entered into by and between Silverstar, CCWR, Rhino Hotel &
            Resort (Pty) Ltd, and Kairo.

       2.5  That the issue of shares and appointment of directors
            and other such relevant matters described in paragraph A above
            ("Issue of Shares") have been completed, formalized, and
                                        2
<PAGE>

            ratified.



C     MANNER  OF  PROVISION  OF  EQUITY  FUNDS
-     ----------------------------------------

Subject  to the fulfillment or waiver of the suspensive conditions in accordance
with  B above, Century shall (unless otherwise agreed between the parties) cause
to  be deposited in a bank account designated by Rhino the sum of R40 million no
later  than five business prior to the completion of the first drawdown of funds
envisaged  to  be  provided  in  paragraph  2.3  above.


D     CHANGE  OF  APPLICANT  ENTITY
-     -----------------------------
In  the  event,  for whatever reason, it is determined that an entity other than
Rhino  be  introduced  to  be the beneficiary of that process generally known as
"The Amendment Application", then the parties agree that they shall procure that
any  and  all  such action shall be taken that may be required to establish with
that  substitute  entity the rights, obligations, and benefits of all parties as
are  established  under  this  Agreement.

E     EVENT  OF  NON-FULFILLMENT  OR  NON-WAIVER  OF  SUSPENSIVE  CONDITIONS
-     ----------------------------------------------------------------------

In the event that, for whatever reason, the suspensive conditions specified in B
above  have  not  been  fulfilled  or waived prior to December 31, 2003 and that
Century,  as  a  result, has not provided funding as specified in B and C above,
the  provisions of this Equity Subscription Agreement shall be null and void and
the  status  as  prior  to  the  date  of  execution  shall  be  restored.

                                        3
<PAGE>


DATED  AT  JMB  THIS  8TH  DAY  OF  SEPTEMBER  2001.

/S/  JAMES  FORBES
------------------
CENTURY  CASINOS  AFRICA  (PTY)  LIMITED



DATED  AT  JMB  THIS  7TH  DAY  OF  SEPTEMBER  2001.

/S/  JAMES  FORBES
------------------
RHINO  RESORT  LIMITED



DATED  AT  JMB  THIS  7TH  DAY  OF  SEPTEMBER  2001.

/S/  JOSE  GARCIA  DA  SILVA
----------------------------
SILVERSTAR  DEVELOPMENT  LIMITED

                                        4
<PAGE>