<PAGE>

                      THESE SECURITIES HAVE NOT BEEN REGISTERED
                    UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                     OR ANY STATE SECURITIES ACT, AND MAY NOT BE
                     TRANSFERRED WITHOUT REGISTRATION UNDER SUCH
              ACTS OR PURUSANT TO AN OPINION OF COUNSEL SATISFACTORY TO
                  THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.


                                 WARRANT TO PURCHASE
                                     COMMON STOCK


                               TRANS WORLD GAMING CORP.
                                (a Nevada corporation)


                               Dated: January 15, 1998



     THIS CERTIFIES that Value Partners, Ltd. (together with its assigns, the
"Holder") is entitled to purchase from Trans World Gaming Corp., a Nevada
corporation ("Company") up to 89,985 shares of the Company's common stock,
par value $.001 per share (the "Common Stock"), at a purchase price of $.50
(fifty cents)  per share of Common Stock (the "Warrant Price"), subject to
adjustment as hereafter provided.

     This Warrant is issued pursuant to that certain First Amended Loan
Agreement dated as of December 19, 1997 (the "Agreement"),  between the
Company and the Holder.

     1.   EXERCISE OF THE WARRANT.

     The rights represented by this Warrant may be exercised at any time on
or before 5:00 p.m., New York time, on December 31, 1999, in whole or in
part, by (i) the surrender of this Warrant (with the purchase form at the end
hereof properly executed) at the principal executive office of the

                                     -1-

<PAGE>

Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); (ii) payment to the Company of the Warrant Price then
in effect for the number of shares of Common Stock specified in the
above-mentioned purchase form together with applicable stock transfer taxes,
if any; and (iii) delivery to the Company of a duly executed agreement signed
by the person(s) designated in the purchase form to the effect that such
person(s) agree(s) to be bound by the provisions of Paragraph 5 and
subparagraph (b), (c) and (d) of Paragraph 6 hereof.  This Warrant shall be
deemed to have been exercised, in whole or in part to the extent specified,
immediately prior to the close of business on the date this Warrant is
surrendered and payment is made in accordance with the foregoing provisions
of this Paragraph 1, and the person or persons in whose name or names the
certificates for the  Common Stock shall be issuable upon such exercise shall
become the Holder or Holders of record of such Common Stock at that time and
date.  The Common Stock so purchased shall be delivered to the Holder within
a reasonable time, not exceeding ten (10) business days, after the rights
represented by this Warrant shall have been so exercised.

     2.   TRANSFER.

     Subject to the legend set forth at the top of the first page hereof,
this Warrant may be assigned in whole or in part by the Holder by (i)
completing and executing the form of assignment at the end hereof and (ii)
surrendering this Warrant with such duly completed and executed assignment
form for cancellation, accompanied by funds sufficient to pay any transfer
tax, at the office or agency of the Company referred to in Paragraph 1,
hereof; whereupon the Company shall issue, in the name or names specified by
the Holder (including the Holder) a new Warrant or Warrants of like tenor and
representing in the aggregate rights to purchase the same number of shares of
Common Stock as are then purchasable hereunder.

     3.   COVENANTS OF THE COMPANY.

          (a)  The Company covenants and agrees that all Common Stock and
Common Stock issuable upon exercise of this Warrant will, upon issuance, be
duly and validly issued, fully paid and nonassessable and no personal
liability will, for Company obligations, attach to the holder thereof by
reason of being such a holder, other than as set forth herein.

          (b)  The Company covenants and agrees that during the period within
which this Warrant may be exercised, the Company will at all times have
authorized and reserved a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

     4.   NO RIGHTS OF STOCKHOLDER.

     This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder

                                     -2-

<PAGE>

of the Company, either at law or in equity, and the rights of the Holder are
limited to those expressed in this Warrant and are not enforceable against
the Company except to the extent set forth herein.

     5.   REGISTRATION.

          (a)  The Holder shall have the right to have the shares of Common
Stock underlying this Warrant registered as part of the next public offering
of the Common Stock.  If no Common Stock offering has occurred by December
31, 1998, then upon the written request of any combination of the holders of
Common Stock or of Warrants issued by the Company and collectively equal to
not less than 600,000 shares of Common Stock (as such number may be adjusted
under Paragraph 7), and on a one-time basis, the Company shall file and use
its best efforts to cause to be declared effective by the Securities and
Exchange Commission a registration statement or post-effective amendment
thereto as permitted under the Securities Act of 1933, as amended (the
"Act"), covering the sale by the Holder of (i) this Warrant or any portion
hereof, (ii) the Common Stock issuable upon exercise of this Warrant or any
portion hereof, or (iii) both, as the Holder may elect (the "Registerable
Securities").  The Company shall supply prospectuses in order to facilitate
the public sale or other disposition of the Registerable Securities, use its
best efforts to register and qualify any of the Registerable Securities for
sale in such states as such Holder reasonably designates and do any and all
other acts and things which may be necessary to enable such Holder to
consummate the public sale of the Registerable Securities, and furnish
indemnification in the manner provided in Paragraph 6 hereto.  The Holder
shall furnish information reasonably requested by the Company in accordance
with such post-effective amendments or registration statements, including its
intentions with respect thereto, and shall furnish indemnification as set
forth in Paragraph 6.

          (b)  The Company will maintain such registration statement or
post-effective amendment current and effective under the Act until [two]
years following the expiration of the exercisability of this Warrant;
provided, however, that upon fifteen days' advance written notice to the
Holder the Company may suspend the availability of such registration
statement or post-effective amendment for not more than three periods of
three months each (a "Suspension Period"), provided further, however, that no
Suspension Period may commence sooner than three months after the termination
of any other Suspension Period, and there may be no more than two three month
Suspension Periods in any twelve month time period.

          (c)  The Company shall bear the entire cost and expense of any
registration of securities under Paragraph 5 hereof.  Notwithstanding the
foregoing, any Holder whose Registerable Securities are included in any such
registration statement pursuant to this Paragraph 5 shall, however, bear the
fees of any counsel retained by him and any transfer taxes or underwriting
discounts or commissions applicable to the Registerable Securities sold by
him pursuant thereto.

     6.   INDEMNIFICATION.

                                     -3-

<PAGE>

          (a)  Whenever pursuant to Paragraph 5 a registration statement
relating to any Registerable Securities is filed under the Act, amended or
supplemented, the Company will indemnify and hold harmless each Holder of the
Registerable Securities covered by such registration statement, amendment or
supplement (such holder hereinafter referred to as the "Distributing
Holder"), each person, if any, who controls (within the meaning of the Act)
the Distributing Holder, and each officer, employee, partner or agent of the
Distributing Holder, and each underwriter (within the meaning of the Act) of
such securities and each person, if any, who controls (within the meaning of
the Act) any such underwriter and each officer, employee, agent or partner of
such underwriter against any losses, claims, damages or liabilities joint or
several, to which the Distributing Holder, any such underwriter or any other
person described above may become subject under the Act ot otherwise, insofar
as such losses, claims, damages or liabilites (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any such registration statement
or any preliminary prospectus or final prospectus constituting a part thereof
or any amendment or supplement thereto, or arise out of or are based upon the
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; and will reimburse
the Distributing Holder and each such underwriter or such other person for
any legal or other expenses reasonably incurred by the Distributing Holder,
or underwriter or such other person, in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case (i) to the
extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in said registration statement, said preliminary
prospectus, said final prospectus or said amendment or supplement in reliance
upon and in conformity with written information furnished by such
Distributing Holder, any other Distributing Holder or any such underwriter or
any other such person for use in the preparation thereof, and (ii) such
losses, claims, damages or liabilities arise out of or are based upon any
actual or alleged untrue statement or omission made in or from any
preliminary prospectus, but corrected in the final prospectus, as amended or
supplemented.

          (b)  Whenever pursuant to Paragraph 5 a registration statement
relating to the Registerable Securities is filed under the Act, or is amended
or supplemented, the Distributing Holder will indemnify and hold harmless the
Company and each underwriter, each of their respective directors, each of
their respective officers, employees, partners and agents thereto, and each
person, if any, who controls the Company (within the meaning of the Act)
against any losses, claims, damages or liabilities to which the Company or
any such director, officer, employees, partners and agents or controlling
person may become subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue or alleged untrue statement of any material fact
contained in any such registration statement or any preliminary prospectus or
final prospectus constituting a part thereof, or any amendment or

                                     -4-

<PAGE>

supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent that such untrue statement or
alleged untrue statement or omission was made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information
furnished by such Distributing Holder and each underwriter for use in the
preparation thereof; and will reimburse the Company or any such director,
officer, employees, partners and agents or controlling person for any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action.

          (c)  Promptly after receipt by an indemnified party under this
Paragraph 6 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against any
indemnifying party, give the indemnifying party notice of the commencement
thereof; but the omission to so notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
otherwise than under this Paragraph 6.

          (d)  In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnified party will be entitled to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof with counsel reasonably satisfactory
to such indemnifying party, and after notice from the indemnified part to
such indemnifying party of its election to so assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Paragraph 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation.

     7.   ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SECURITIES.

          (a)  The Warrant Price shall be subject to adjustment from time to
time as follows:

               (i)   In case the Company shall at any time after the date
                     hereof pay a dividend in shares of Common Stock or make
                     a distribution in shares of Common Stock, then upon such
                     dividend or distribution the Warrant Price in effect
                     immediately prior to such dividend or distribution shall
                     forthwith be reduced to a price determined by dividing:

                     (A) an amount equal to the total number of shares of
                         Common Stock outstanding immediately prior to such
                         dividend or distribution multiplied by the Warrant
                         Price in effect

                                     -5-

<PAGE>

                         immediately prior to such dividend or distribution,
                         by

                     (B) the total number of shares of Common Stock
                         outstanding immediately after such issuance or sale.

          For the purposes of any computation to be made in accordance with
the provision of this clause (i), the following provisions shall be
applicable: Common Stock issuable by way of dividend or other distribution on
any stock of the Company shall be deemed to have been issued immediately
after the opening of business on the date following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution.

               (ii)  In case the Company shall at any time subdivide or
                     combine the outstanding Common Stock, the Warrant Price
                     shall forthwith be proportionately decreased in the case
                     of subdivision or increased in the case of combination
                     to the nearest one cent. Any such adjustment shall
                     become effective at the time such subdivision or
                     combination shall become effective.

               (iii) In case the company shall at any time or from time to
                     time issue or sell shares of Common Stock (or securities
                     convertible into or exchangeable for shares of Common
                     Stock, or any options, warrants or other rights to
                     acquire shares of Common Stock) at a price per share
                     less than the Warrant Price per share of Common Stock
                     (treating the price per share of any security or
                     exchangeable or exercisable into Common Stock as equal
                     to (x) the sum of the price for such security
                     convertible, exchangeable or exercisable into Common
                     Stock plus any additional consideration payable (without
                     regard to any anti-dilution adjustments) upon the
                     conversion, exchange or exercise of such security into
                     Common Stock divided by (y) the number of shares of
                     Common Stock initially underlying such convertible,
                     exchangeable or exercisable security), other than
                     issuance or sales of Common Stock pursuant to any
                     employee benefit plan, then, and in each such case, the
                     Warrant Price then in effect shall be adjusted by
                     dividing the Warrant Price in effect on the day
                     immediately prior to such record date by a fraction (A)
                     the numerator of which shall be the sum of the number of
                     shares of Common Stock outstanding on such record date
                     plus the number of additional shares of Common Stock
                     issued (or the maximum number into which such
                     convertible or exchangeable securities initially may
                     convert or exchange or for which such options, warrants
                     or other rights initially may be exercised) and (B) the
                     denominator of which shall be the sum

                                     -6-

<PAGE>

                     of the number of shares of Common Stock outstanding on
                     such record date plus the number of shares of Common
                     Stock which the aggregate consideration for the total
                     number of such additional shares of Common Stock so
                     issued (or into which such convertible or exchangeable
                     securities may convert or exchange or for which such
                     options, warrants or other rights may be exercised plus
                     the aggregate amount of any additional consideration
                     initially payable upon conversion, exchange or exercise
                     of such security) would purchase at the Warrant Price
                     per share of Common Stock on such record date. Such
                     adjustment shall be made whenever such shares,
                     securities, options, warrants or other rights are
                     issued, and shall become effective retroactively
                     immediately after the close of business on the record
                     date for the determination of stockholders entitled to
                     receive such shares, securities, options, warrants or
                     other rights; PROVIDED, that the determination as to
                     whether an adjustment is required to be made pursuant to
                     this Section 7(a) shall only be made upon the issuance
                     of such shares or such convertible or exchangeable
                     securities, options, warrants or other rights, and not
                     upon the issuance of the security into which such
                     convertible or exchangeable security converts or
                     exchanges, or the security underlying such option,
                     warrant or other right.  Notwithstanding the foregoing,
                     in the event of such issuance or sale of Common Stock at
                     a cash price less than the Warrant Price, no such
                     adjustment under this Section 7(a) need be made to the
                     Warrant Price unless such adjustment would require and
                     increase or decrease of at least 1% of the Warrant Price
                     then in effect.  Any lesser adjustment shall be carried
                     forward and shall be made at the time of and together
                     with the next subsequent adjustment which, together with
                     any adjustment or adjustments so carried forward, shall
                     amount to an increase or decrease of at least 1% of such
                     Warrant Price.

               (iv)  Within a reasonable time after the close of each
                     quarterly fiscal period of the Company during which the
                     Warrant Price has been adjusted as herein provided, the
                     Company shall:

                     (A) Deliver to the Holder a certificate signed by the
                         President or Vice President of the Company and by
                         the Treasurer or Assistant Treasurer or the
                         Secretary or an Assistant Secretary of the Company,
                         showing in detail the facts requiring all such
                         adjustments occurring during such period and the
                         Warrant Price after each such adjustment.

                                     -7-

<PAGE>

                     (B) Notwithstanding anything contained herein to the
                         contrary, no adjustment of the Warrant Price shall
                         be made if the amount of such adjustments shall be
                         less than $.01, but in such case any adjustment that
                         would otherwise be required then to be made shall be
                         carried forward and shall be made at the time and
                         together with the next subsequent adjustment which,
                         together with any adjustment so carried forward,
                         shall amount to not less than $.01.

          (b)  In the event that the number of outstanding shares of Common
Stock is increased by a stock dividend payable in Common Stock or by a
subdivision of the outstanding Common Stock, then, from and after the time at
which the adjusted Warrant Price becomes effective pursuant to Subsection (a)
(i) (B) of this section by reason of such dividend or subdivision, the number
of shares of Common Stock issuable upon the exercise of the Warrant shall be
increased in proportion to such increase in outstanding shares.  In the event
that the number of shares of Common Stock outstanding is decreased by a
combination of the outstanding Common Stock, then, from and after the time at
which the adjusted Warrant Price becomes effective pursuant to Subsection (a)
(i) (B) of this Section by reason of such combination, the number of shares
of Common Stock issuable upon the exercise of the Warrant shall be decreased
in proportion to such decrease in the outstanding shares of Common Stock.

          (c)  In case of any reorganization or reclassification of the
outstanding Common Stock (other than a change in par value, or from par value
to no par value, or as a result of a subdivision or combination), or in case
of any consolidation of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger in which the
Company is the continuing corporation and which does not result in any
reclassification of the outstanding Common Stock), or in case of any sale or
conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, the holder of the Warrant then
outstanding shall thereafter have the right to purchase the kind and amount
of shares of Common Stock and other securities and property receivable upon
such reorganization, reclassification, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock which the
holder of the Warrant shall then be entitled to purchase; such adjustments
shall apply with respect to all such changes occurring between the date of
this Warrant Agreement and the date of exercise of the Warrant.

          (d)  Subject to the provisions of this Section, in case the Company
shall, at any time prior to the exercise of the Warrant, desire to make any
distribution of its assets to holders of its Common Stock as a liquidating or
a partial liquidating dividend,  the Company shall provide the holder of the
Warrant with written notice of such intent not less than thirty (30) days
prior to the record date to determine holders of Common Stock entitled to
receive such distribution and the

                                     -8-

<PAGE>

holder of this Warrant shall have until 5:00 p.m. EST on the twentieth (20th)
day following the actual receipt of such notice to elect whether to exercise
this Warrant in accordance with the terms herein.  In the event of proper
election to exercise the the Warrant, the holder of this Warrant shall be
deemed to be a holder of Common Stock as of the record date for such
distribution.  Should the holder of the Warrant elect to exercise his Warrant
after the record date for the determination of those holders of Common Stock
entitled to such distribution of assets as a liquidating or partial
liquidating dividend, he shall be entitled to receive for the Warrant Price
per Warrant, in addition to each share of Common Stock, the amount of such
distribution (or, at the option of the Company, a sum equal to the value of
any such assets at the time of such distribution as determined by the Board
of Directors of the Company in good faith), which would have been payable to
the holder had he been the holder of record of the Common Stock receivable
upon exercise of his Warrant on the record date for the determination of
those entitled to such distribution.

          (e)  In case of the dissolution, liquidation or winding-up of the
Company, all rights under the Warrant shall terminate on a date fixed by the
Company, such date to be no earlier than ten (10) days prior to the
effectiveness of such dissolution, liquidation or winding-up and not later
than five (5) days prior to such effectiveness.  Notice of such termination
of purchase rights shall be given to the last registered holder of this
Warrant, as the same shall appear on the books of the Company, by registered
mail at least thirty (30) days prior to such termination date.

          (f)  In case the Company shall, at any time prior to the expiration
of this Warrant and prior to the exercise thereof, offer to the holders of
its Common Stock any rights to subscribe for additional shares of any class
of the Company, then the Company shall give written notice thereof to the
last registered holder hereof not less than thirty (30) days prior to the
date on which the books of the Company are closed or a record date is fixed
for the determination of the stockholders entitled to such subscription
rights.  Such notice shall specify the date as to which the books shall be
closed or record date fixed with respect to such offer of subscription and
the right of the holder hereof to participate in such offer of subscription
shall terminate if this Warrant shall not be exercised on or before the date
of such closing of the books or such record date.

          (g)  Any adjustment pursuant to the aforesaid provision shall be
made on the basis of the number of shares of Common Stock which the holder
thereof would have been entitled to acquire by the exercise of the Warrant
immediately prior to the event giving rise to such adjustment.

          (h)  Irrespective of any adjustment in the Warrant Price or the
number or kind of shares purchasable upon exercise of this Warrant, Warrants
previously or hereafter issued may continue to express the same price and
number and kind of shares as are stated in this Warrant.

          (i)  The Company may retain a firm of independent public
accountants (who may be any such firm regularly employed by the Company) to
make any computation required under this Section.

                                     -9-

<PAGE>

          (j)  If at any time, as a result of an adjustment made pursuant to
this Paragraph 7, the Holder of this Warrant shall become entitled to
purchase any securities other than shares of Common Stock, thereafter the
number of such securities so purchasable upon exercise of each Warrant and
the Warrant Price for such shares shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock.

     8.   FRACTIONAL SHARES.

     The Company shall not be required to issue fractions of shares of Common
Stock on the exercise of this Warrant; provided, however, that if a Holder
exercises all the Warrants held of record by such Holder, the fractional
interests shall be eliminated by rounding any fraction up to the nearest
whole number of shares, if the fraction is equal to or greater than .5, and
down if the fraction is less than .5.

     9.   MISCELLANEOUS.

          (a)  This Warrant shall be governed by and in accordance with the
laws of the State of New York.

          (b)  All notices, requests, consents and other communications
hereunder shall be made in writing and shall be deemed to have been duly made
when delivered, or mailed by registered or certified mail, return receipt
requested: (i) if to a Holder, to the address of such Holder as shown on the
books of the Company, or (ii) if to the Company, One Penn Plaza, Suite 1503,
New York, NY 10119.

          (c)  All the covenants and provisions of this Warrant by or for the
benefit of the Company and the Holders inure to the benefit of their
respective successors and assigns hereunder.

          (d)  Nothing in this Warrant shall be construed to give to any
person or corporation other than the Company and the registered Holder or
Holders, any legal or equitable right, for the sole and exclusive benefit of
the Company and the Holder or Holders.

     IN WITNESS WHEREOF, Trans World Gaming Corp. has caused this warrant to
be signed by its duly authorized officer and this Warrant to be dated January
15, 1998.

                                   TRANS WORLD GAMING CORP.

                                   By:__________________________
                                   Its: __________________________

                                     -10-

<PAGE>

                                 FORM OF
                           NOTICE OF EXERCISE


                  (To be executed upon partial or full
              exercise of the Warrants represented hereby)


The undersigned registered Holder of the Warrants represented by the attached
Warrant Certificate irrevocably exercises such Warrant for and purchases
______________________ (___________) shares of Common Stock of Trans World
Gaming Corp. (the "Company").

The undersigned herewith makes payment therefore in the amount of
$ ____________, consisting of $ ____________ by wire transfer or certified or
cashiers' check at a price of $ _____ per share and requests that a
certificate (or certificates) in denominations of ______________
(___________) shares of Common Stock of the Company hereby purchased be
issued in the name of and delivered to the undersigned or such designee of
the undersigned and, if such shares of Common Stock (together with any shares
issued upon exercise of other Warrants or replacement Warrants) shall not
include all of the shares of Common Stock issuable upon exercise of all
Warrants represented by such Warrant Certificate (or if a new or replacement
Warrant is otherwise to be provided pursuant to the Warrant Certificate),
that a new or replacement Warrant Certificate of like tenor for the number of
Warrants not being exercised (and not being surrendered) hereunder be issued
in the name of and delivered to the undersigned, whose address is
__________________________.

Dated: __________, 199__.


                                   ________________________________
                                   (Signature of Registered Holder)

                                   By:_____________________________
                                   Title:__________________________

                                     -11-