<PAGE>


                          WARRANT FOR PURCHASE OF SHARES OF
                                     COMMON STOCK
                                          OF
                               TRANS WORLD GAMING CORP.

                                   January 1, 1997



    For value received, Andrew Tottenham, or his registered assigns (the
"Holder"), is entitled to purchase from Trans World Gaming Corp., a Nevada
corporation (the "Company"), at any time during the five (5) year period
commencing on the date hereof and in accordance with the terms hereof, 187,500
fully paid and nonassessable shares of the Company's Common Stock, par value
$.001 per share, which Common Stock is unregistered but has certain "piggyback"
registration rights as set forth herein (such class of stock being hereinafter
referred to as the "Common Stock" and such Common Stock as may be acquired upon
exercise hereof being hereinafter referred to as the "Warrant Stock"), at the
price of $.5938 per share.

    This Warrant is subject to the following provisions, terms and conditions:

    1.   The rights represented by this Warrant may be exercised by the Holder,
in whole or in part (but not as to a fractional share of Common Stock), by
written notice of exercise delivered to the Company accompanied by the surrender
of this Warrant (properly endorsed if required) at the principal office of the
Company and upon payment to it, by cash, certified check or bank draft, of the
warrant exercise price for such shares.  The Company agrees that the Warrant
Stock so purchased shall be and is deemed to be issued as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Warrant Stock as aforesaid.  Certificates for the shares
of Warrant Stock so purchased shall be delivered to the Holder within 15 days
after the rights represented by this Warrant shall have been so exercised, and,
unless this Warrant has expired, a new Warrant representing the number of shares
of Warrant Stock, if any, with respect to which this Warrant has not been
exercised shall also be delivered to the Holder within such time.
Notwithstanding the foregoing, however, the Company shall not be required to
deliver any certificates for shares of Warrant Stock, except in accordance with
the provisions and subject to the limitations of Section 4 below.

    2.   The Company covenants and agrees that all shares of Warrant Stock that
may be issued upon the exercise of this Warrant will, upon issuance, be duly
authorized and issued, fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issuance thereof.  The Company further
covenants and agrees that until expiration of this Warrant, the Company will at
all times have authorized, and reserved for the purpose of issuance or transfer
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

<PAGE>

    3.   The foregoing provisions are, however, subject to the following:

         (a)  The Warrant exercise price may be subject to adjustment from time
to time as hereinafter provided.  Upon each adjustment of the Warrant exercise
price, the Holder of this Warrant shall thereafter be entitled to purchase, at
the Warrant exercise price resulting from such adjustment, the number of shares
obtained by multiplying the Warrant exercise price in effect immediately prior
to such adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment and dividing the product thereof by the
Warrant exercise price resulting from such adjustment.

         (b)  In case the Company shall at any time subdivide the outstanding
Common Stock into a greater number of shares or declare a dividend payable in
Common Stock, the Warrant exercise price in effect immediately prior to such
subdivision shall be proportionately reduced, and conversely, in case the
outstanding Common Stock shall be combined into a smaller number of shares, the
Warrant exercise price in effect immediately prior to such combination shall be
proportionately increased.

         (c)  If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets ("substituted property") with
respect to or in exchange for such Common Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to purchase and receive upon the basis and upon the terms
and conditions specified in this Warrant and in lieu of the Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such substituted property as would have been
issued or delivered to the Holder if he had exercised this Warrant and had
received upon exercise of this Warrant the Common Stock prior to such
reorganization, reclassification, consolidation, merger or sale.  The Company
shall not effect any such consolidation, merger or sale, unless prior to the
consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the Holder at
the last address of the Holder appearing on the books of the Company, the
obligation to deliver to the Holder such shares of stock, securities or assets
as, in accordance with the foregoing provisions, the Holder may be entitled to
purchase.

         (d)  Upon any adjustment of the Warrant exercise price, the Company
shall give written notice thereof, by first-class mail, postage prepaid,
addressed to the Holder at the address of the Holder as shown on the books of
the Company, which notice shall state the Warrant exercise price resulting from
such adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.

         (e)  No fractional shares of Common Stock shall be issued upon the
exercise of this Warrant, but, instead of any fraction of a share which would
otherwise be issuable, the




                                          2

<PAGE>

Company shall pay a cash adjustment (which may be effected as a reduction of the
amount to be paid by the Holder hereof upon such exercise) in respect of such
fraction in an amount equal to the same fraction of the $.5938 price per share
(as adjusted, if applicable) of Common Stock as of the date of the written
notice of exercise required by paragraph 1 above.

    4.   If at any time commencing on the date hereof and ending on the seventh
anniversary hereof the Company shall determine to proceed with the actual
preparation and filing of a registration statement under the Securities Act of
1933 (the "Act") which (x) covers only shares of Common Stock to be sold by
shareholders of the Company and does not include any shares to be sold by the
Company, and (y) is not distributed by or through an underwriter, the Company
will send to the Holder of this Warrant or of Warrant Stock written notice of
such determination and shall use its best efforts to effect the registration
under the Act, if such registration is permissible, of such shares of Warrant
Stock as may be specified by written notice from the Holder delivered to the
Company within 15 days after such notice is given (which notice shall be deemed
to have been given upon the deposit thereof in first-class U.S. mail, postage
pre-paid, addressed to the Holder at the address of the Holder as shown on the
books of the Company); provided, however that: (i) the Company shall not be
required to include any such shares of Warrant Stock in any such registration
for any Holder who is able to sell the Warrant Stock owned by such Holder during
a three-month period beginning on the date such notice is received by such
holder, pursuant to Rule 144 under the Securities Act of 1933 (or any similar
rule or regulation); (ii) the Company shall not be required to give such notice
with respect to, or to include such Warrant Stock in, any such registration
where any holder or holders of its securities whose securities will be covered
by the registration statement have contractual rights to exclude any other
shareholder of the Company from participating as a selling shareholder in the
offering covered by the registration statement; (iii) the Company shall not be
required to include in any such registration any shares of Common Stock
previously duly registered under the Act; and (iv) the Company may, in its sole
discretion, withdraw any such registration statement and abandon the proposed
offering in which such Holder had requested to participate.  The Holder shall
only be entitled to notice of and participate in one registration statement
pursuant to this Section 4.  The costs and expenses of such offering, including
but not limited to legal fees, special audit fees, printing expenses, filing
fees, fees and expenses relating to qualifications under state securities or
blue sky laws and the premiums for insurance, if any, incurred by the Company in
connection with any registration made pursuant to this Section 4 shall be borne
entirely by the Company; provided, however, that any Holders participating in
such registration shall bear the fees and expenses of their own counsel or
accountants in connection with any such registration.  Upon the exercise of
registration rights pursuant to this Section 4, the Holder agrees to supply the
Company with such information as may be required by the Company to register or
qualify such shares of Common Stock as is set forth in this Section 4.

    5.   This Warrant shall not entitle the Holder to any voting rights or
other rights as a shareholder of the Company.

    6.   The Holder, by acceptance hereof, represents and warrants that (a) he
is acquiring this Warrant for his own account for investment purposes only and
not with a view to its resale or distribution and (b) he has no present
intention to resell or otherwise dispose of all or any part of this Warrant.
Other than pursuant to registration under federal and state securities laws or
an



                                          3

<PAGE>


exemption from such registration, the availability of which the Company shall
determine in its sole discretion, and subject to this Section 6, (y) the Company
will not accept the exercise of this Warrant or issue certificates for shares of
Warrant Stock and (z) neither this Warrant nor any shares of Warrant Stock may
be sold, pledged, assigned or otherwise disposed of (whether voluntarily or
involuntarily).  The Company may condition such issuance or sale, pledge,
assignment or other disposition on the receipt from the party to whom this
Warrant is to be so transferred or to whom Warrant Stock is to be issued or so
transferred of any representations and agreements requested by the Company in
order to permit such issuance or transfer to be made pursuant to exemptions from
registration under federal and applicable state securities laws.  Each
certificate representing the Warrant (or any part thereof) and any shares of
Warrant Stock shall be stamped with appropriate legends setting forth these
restrictions on transferability.  The Holder, by acceptance hereof, agrees to
give written notice to the Company before exercising or transferring this
Warrant or transferring any shares of Warrant Stock of the Holder's intention to
do so, describing briefly the manner of any proposed exercise or transfer.
Within thirty (30) days after receiving such written notice, the Company shall
notify the Holder as to whether such exercise or transfer may be effected.

    7.   This Warrant shall be transferable only on the books of the Company by
the Holder in person, or by duly authorized attorney, on surrender of the
Warrant, properly assigned.

    8.   Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.

    IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer and to be dated as of the date set forth above.


                                       TRANS WORLD GAMING CORP.


                                       By:
                                          -------------------------------
                                           Dominick Valenzano
                                           Chief Financial Officer

                               RESTRICTION ON TRANSFER

THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT
BE RESOLD OR TRANSFERRED UNLESS SUCH RESALE OR TRANSFER IS EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF  1933, AS AMENDED (THE
"SECURITIES ACT"), AND ANY APPLICABLE STATE SECURITIES LAWS ("LAWS"), AND THE
COMPANY RECEIVES, PRIOR TO RESALE OR TRANSFER, WRITTEN REPRESENTATIONS OF THE
HOLDER AND PROPOSED TRANSFEREE SATISFACTORY TO THE COMPANY REGARDING SUCH
TRANSFER OR, AT THE ELECTION OF THE COMPANY, AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE PROPOSED TRANSFER OF THIS
WARRANT OR OF SUCH SHARES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OR QUALIFICATION


                                          4

<PAGE>

UNDER THE LAWS, OR THE RESALE OR TRANSFER OF THIS WARRANT OR OF SUCH SHARES IS
REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE LAWS.


                                          5