Exhibit
      10.2

    

      VOTING
        AGREEMENT

       

      This
        VOTING AGREEMENT (this “Agreement”), dated as of March 20, 2006, is
        entered into by and among Kerzner International Limited, an international
        business company incorporated under the laws of The Commonwealth of The Bahamas
        (the “Company”), Solomon Kerzner (“SK”), Howard B. Kerzner
        (“HBK”) and World Leisure Group Limited, a company incorporated under the
        laws of the British Virgin Islands (“WLGL”, and together with SK and HBK,
        the “Holders”).

       

      WHEREAS,
        concurrently with the execution and delivery of this Agreement, the Company
        has
        entered into an Agreement and Plan of Merger (as may be amended from time
        to
        time, the “Merger Agreement”) with K-Two Holdco Limited, and K-Two Subco
        Limited (“Merger Sub”), dated as of the date hereof, pursuant to which,
        upon the terms and subject to the conditions set forth therein, Merger Sub
        will
        merge with and into the Company, with the Company as the surviving
        corporation;

       

      WHEREAS,
        the Holders beneficially own 3,795,794 Ordinary Shares (excluding Company
        Restricted Shares) (collectively, together with any Ordinary Shares subsequently
        acquired, the “Subject Shares”);

       

      WHEREAS,
        as a condition to the willingness of the Company to enter into the Merger
        Agreement, and as an inducement and in consideration therefor, the Company
        has
        required that the Holders agree, and the Holders have agreed, to enter into
        this
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the foregoing and the mutual premises, covenants
        and agreements contained in this Agreement, the parties intending to be legally
        bound, hereby agree as follows:

       

      ARTICLE
        I

      VOTING

       

      Section
        1.1.    Agreement to
        Vote. (a) At the Company Shareholder Meeting (or any adjournment or
        postponement thereof) or in any other circumstances upon which a vote, consent
        or other approval (including a written consent) with respect to the Merger
        Agreement, the Merger or any other transaction contemplated by the Merger
        Agreement is sought, the Holders shall vote or execute consents with respect
        to
        (or cause to be voted or consents to be executed with respect to) all Subject
        Shares beneficially owned as of the applicable record date in favor of the
        approval of the Merger Agreement, the Merger and any other transaction
        contemplated by the Merger Agreement.

       

      (b)    In
        the event that the
        Merger Agreement is terminated by the Company pursuant to Section 9.1(c)(ii)
        thereof in order for the Company to enter into a definitive agreement with
        respect to a Superior Alternative Transaction (as defined below), at a meeting
        of Company shareholders (or any adjournment or postponement thereof) called
        to
        seek the approval of a Superior Alternative Transaction Proposal in connection
        with such Superior Alternative Transaction by shareholders of the Company
        or in
        any other circumstances upon which a vote, consent or other approval (including
        a written consent) with respect to a Superior Alternative Transaction Proposal
        in connection with such Superior Alternative Transaction is sought, the


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Holders
        shall vote, or execute consents with respect to, (or cause to be voted or
        consents to be executed with respect to) all Subject Shares beneficially
        owned
        as of the applicable record date in favor of such Superior Alternative
        Transaction Proposal. In the event any Superior Alternative Transaction is
        structured as a tender or exchange offer, the Holders will (i) accept such
        offer with respect to all the Subject Shares and tender or exchange, as
        applicable, all the Subject Shares pursuant to such offer and (ii) not withdraw
        any Subject Shares tendered pursuant to such offer.

       

      Section
        1.2.    Further
        Assurances. Each Holder shall, from time to time, execute and deliver, or
        cause to be executed and delivered, such additional or further consents,
        documents and other instruments as the Company may reasonably request for
        the
        purpose of effectively carrying out the transactions contemplated by this
        Agreement.

       

      Section
        1.3.    Transfers. (a)
        Until the earlier of (i) the obtaining of the Requisite Shareholder Vote
        and
        (ii) the termination of the Merger Agreement in accordance with its terms
        (the
“Voting Period”), the Holders shall not except as contemplated by this
        Section 1.3, sell, transfer, pledge, assign or otherwise dispose of (including
        by gift) (collectively, “Transfer”), or enter into any Contract, option
        or other arrangement (including, without limitation, any profit sharing
        arrangement) with respect to the Transfer of, any Subject Shares to any Person
        other than pursuant to the Merger. Notwithstanding the foregoing, the Holders
        may Transfer any Subject Shares to any of their respective Affiliates controlled
        by SK or HBK (“Affiliate Transferee”), provided that the effectiveness of
        any such Transfers shall be conditioned on the transferee agreeing in writing
        to
        be bound by the provisions of this Agreement in a form reasonably satisfactory
        to the Company. 

       

      (b)    From
        and
        after the Voting Period, the Holders may Transfer any Subject Shares to any
        Affiliate Transferee or any other Person, provided that the effectiveness
        of any
        such Transfers shall be conditioned on the transferee agreeing to be bound
        by
        the provisions of this Agreement in a form reasonably satisfactory to the
        Company.

       

      Section
        1.4.    Voting
        Arrangements. Except for this Agreement, the Holders shall not enter into
        any voting arrangement, whether by proxy, voting agreement or otherwise,
        with
        respect to any Subject Shares and shall not commit or agree to take any of
        the
        foregoing actions.

       

      Section
        1.5.    Representations.
        The Holders represent and warrant to the Company that the Subject Shares
        collectively represent all Ordinary Shares owned beneficially (determined
        for
        the purposes of this paragraph as set forth in Rule 13d-3 promulgated under
        the Exchange Act) or of record by any Holder or by a trust of which any Holder
        is a trustee. Collectively, the Holders have the sole right to vote the Subject
        Shares, and none of the Subject Shares is subject to any voting trust or
        other
        agreement, arrangement or restriction with respect to the voting of the Subject
        Shares, except as contemplated by this Agreement. No trust of which a Holder
        is
        a trustee requires the consent of any beneficiary to the execution and delivery
        of this Agreement or to the consummation of the transactions contemplated
        hereby.

       

      Section
        1.6.    Definitions. For
        purposes of the foregoing:

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (a)    “Superior
        Alternative Transaction” means a Superior Proposal pursuant to which all
        Ordinary Shares outstanding immediately prior to the consummation of such
        transaction shall be purchased for or be converted into an amount in cash
        equal
        to no less than the sum of (x) the Merger Consideration and (y) $2.00. For
        the
        avoidance of doubt, a Superior Alternative Transaction Proposal shall not
        include a Superior Proposal effected other than in a single transaction or
        a
        series of related transactions, the consummation of each of which is expressly
        conditioned on the consummation of each other related transaction, and all
        of
        which are in fact consummated concurrently. In the event that a Superior
        Proposal is effected in a series of related transactions, any amendment,
        modification or waiver of any of the conditions that the consummation of
        each
        such transaction is expressly conditioned on the consummation of each other
        related transaction or of the requirement that such transactions are consummated
        concurrently shall be approved in writing in advance by each of SK and
        HBK.

       

      (b)    “Superior
        Alternative Transaction Proposal” means any proposal to approve a Superior
        Alternative Transaction (or any proposal to approve a definitive agreement
        relating thereto) at a meeting of Company shareholders or in any other manner
        (by written consent or otherwise).

       

      ARTICLE
        II

      MISCELLANEOUS

       

      Section
        2.1.    Defined Terms.
        Capitalized terms that are used but not otherwise defined herein shall have
        the
        respective meanings ascribed to them in the Merger Agreement.

       

      Section
        2.2.    Notices. All
        notices, requests and other communications to any part hereunder shall be
        in
        writing (including facsimile or similar writing) and shall be
        given:

       

      if
        to the
        Holders, to:

       

      c/o
        Kerzner International Limited 

      Coral
        Towers

      Paradise
        Island

      Attention:
        Giselle M. Pyfrom 

      Fax:
        +1
        242 363 2767 

      


      if
        to the
        Company, to:

       

      Kerzner
        International Limited 

      730
        Fifth
        Avenue -- Fifth Floor

      New
        York,
        New York 10019

      Attention:
        Richard Levine 

      Fax:
        (212) 659-5196

      


      Section
        2.3.    Governing Law.
        This Agreement shall be governed by and construed in accordance with the
        laws of
        the State of Delaware.

       

       

      
        
          
          

        

        
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      Section
        2.4.    Jurisdiction.
        Each party irrevocably submits to the jurisdiction of (a) any Delaware State
        court, and (b) any Federal court of the United States sitting in the State
        of
        Delaware, solely for the purposes of any suit, action or other proceeding
        between any of the parties hereto arising out of this Agreement or any
        transaction contemplated hereby. Each party agrees to commence any suit,
        action
        or proceeding relating hereto either in any Federal court of the United States
        sitting in the State of Delaware or, if such suit, action or other proceeding
        may not be brought in such court for reasons of subject matter jurisdiction,
        in
        any Delaware State court. Each party irrevocably and unconditionally waives
        any
        objection to the laying of venue of any suit, action or proceeding between
        any
        of the parties hereto arising out of this Agreement or any transaction
        contemplated hereby in (i) any Delaware State court, and (ii) any Federal
        court
        of the United States sitting in the State of Delaware, and hereby further
        irrevocably and unconditionally waives and agrees not to plead or claim in
        any
        such court that any such suit, action or proceeding brought in any such court
        has been brought in an inconvenient forum. Each party further irrevocably
        consents to the service of process out of any of the aforementioned courts
        in
        any such suit, action or other proceeding by the mailing of copies thereof
        by
        registered mail to such party at its address set forth in this Agreement,
        such
        service of process to be effective upon acknowledgment of receipt of such
        registered mail; provided that nothing in this Section 2.4 shall affect the
        right of any party to serve legal process in any other manner permitted by
        law.
        The consent to jurisdiction set forth in this Section 2.4 shall not constitute
        a
        general consent to service of process in the State of Delaware and shall
        have no
        effect for any purpose except as provided in this Section 2.4. The parties
        agree
        that a final judgment in any such suit, action or proceeding shall be conclusive
        and may be enforced in other jurisdictions by suit on the judgment or in
        any
        other manner provided by law. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT
        ANY
        CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
        COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
        IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
        TRIAL
        BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF
        OR
        RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
        EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR
        ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
        SUCH
        OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
        WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
        THIS
        WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY
        HAS
        BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
        WAIVERS AND CERTIFICATIONS IN THIS SECTION
        2.4. 

       

      Section
        2.5.    Severability.
        If any term or other provision of this Agreement is invalid, illegal or
        incapable of being enforced by virtue of any Law, or due to any public policy,
        all other conditions and provisions of this Agreement shall nevertheless
        remain
        in full force and effect so long as the economic or legal substance of the
        transactions contemplated hereby is not affected in any manner materially
        adverse to any party. Upon such determination that any term or other provision
        is invalid, illegal or incapable of being enforced, the parties hereto shall
        negotiate in good faith to modify this Agreement so as to effect the original
        intent of the parties 

       


      
        
          
          

        

        
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      as
        closely as possible in an acceptable manner so that the transactions
        contemplated hereby are fulfilled to the extent possible.

       

      Section
        2.6.    Assignment.
        The provisions of this Agreement shall be binding upon and inure to the benefit
        of the parties hereto and their respective successors and assigns, provided
        that
        no party may assign, delegate or otherwise transfer any of its rights or
        obligations under this Agreement without the consent of the other parties
        hereto.

       

      Section
        2.7.    Counterparts.
        This Agreement may be executed in separate counterparts, each of which shall
        be
        deemed an original and both of which shall constitute one and the same document.
        This Agreement may be executed by facsimile signatures and in any number
        of
        counterparts, each of which shall be an original, with the same effect as
        if the
        signatures thereto and hereto were upon the same instrument.

       

      Section
        2.8.    Entire
        Agreement. This Agreement constitutes the entire agreement between the
        parties hereto with respect to the subject matter hereof and may be amended
        only
        in a writing executed by the parties to be bound thereby.

       

      Section
        2.9    Amendment.
        This Agreement may not be amended except by an instrument in writing signed
        by
        the parties hereto (in the case of the Company, acting through the Special
        Committee, if such committee still exists, or otherwise by resolution of
        a
        majority of its Disinterested Directors).

       

      Section
        2.10.      Termination of Agreement. This
        Agreement may be terminated: (i) by the mutual written consent of the parties
        hereto or (ii) by any party if the Merger Agreement is terminated for any
        reason
        whatsoever other than by the Company pursuant to Section 9.1(c)(ii) thereof
        in
        order for the Company to enter into a definitive agreement with respect to
        a
        Superior Alternative Transaction. In the event that the Requisite Shareholder
        Approval is obtained, this Agreement shall terminate automatically without
        any
        further action on the part of the parties hereto.

       

      Section
        2.11.      Enforcement. Each Holder agrees
        that irreparable damage would occur, damages would be difficult to determine
        and
        would be an insufficient remedy and no other adequate remedy would exist
        at law
        or in equity, in each case in the event that any of the provisions of this
        Agreement were not performed in accordance with their specific terms or were
        otherwise breached (or any party hereto threatens such a breach). Accordingly,
        it is agreed that in the event of a breach or threatened breach of this
        Agreement by any Holder the Company (and its successors and assigns) shall
        be
        entitled to an injunction or injunctions to prevent breaches of this Agreement
        and to enforce specifically the terms and provisions of this Agreement, in
        addition to any other remedy to which such party is entitled at law or in
        equity. Each Holder irrevocably waives any defenses based on adequacy of
        any
        other remedy, whether at law or in equity, that might be asserted as a bar
        to
        the remedy of specific performance of any of the terms or provisions hereof
        or
        injunctive relief in any action brought therefor by the Company.

       

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      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first written above.

       

      
        	 	 	 
	 	KERZNER
                INTERNATIONAL LIMITED
	 
 	 
 	 
 
	 	By:  	   
                /s/ Eric Siegal
	 	
                
                  

                

                Name: 
                  Eric Siegal

                Title:   
                  Chairman of the Special Committee

              


      

       

       

      
        
          	 	 	 
	 	WORLD
                  LEISURE GROUP LIMITED
	 
 	 
 	 
 
	 	By:  	   
                  /s/ Solomon Kerzner
	 	
                  
                    
Name: 
                    Solomon Kerzner

                


        

      

       

      
        
          
             

            
              
                
                  	 	 	 
	 	SOLOMON KERZNER 
	 
 	 
 	 
 
	 	 	   
                          /s/ Solomon Kerzner
	 	 	 


                

              

            

          

          
          

           

           

        

        
          
            
              	 	 	 
	 	HOWARD
                      B.  KERZNER 
	 
 	 
 	 
 
	 	 	   
                      /s/ Howard B. Kerzner
	 	 	 


            

          

        

      

      
      

       

       

      
         

        6