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                                                                  EXHIBIT 10.02

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                               FIRST AMENDMENT TO
                              KEEP-WELL AGREEMENT

                          Dated as of March 30, 2001


                      (amending the Keep-Well Agreement
                                 dated as of
                             February 26, 1998)

                                     by

                      LONDON CLUBS INTERNATIONAL, PLC,
                    THE TRUST UNDER ARTICLE SIXTH UNDER
                         THE WILL OF SIGMUND SOMMER
                        ALADDIN BAZAAR HOLDINGS, LLC

                                    and

                           ALADDIN HOLDINGS, LLC
                              as the Sponsors,

                                    and

                         THE BANK OF NOVA SCOTIA,
        as the Administrative Agent for various financial institutions
                               as the Lenders,

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                   FIRST AMENDMENT TO KEEP-WELL AGREEMENT

     THIS FIRST AMENDMENT TO KEEP-WELL AGREEMENT (this "FIRST AMENDMENT TO
KEEP-WELL AGREEMENT") dated as of March 30, 2001, by and among LONDON CLUBS
INTERNATIONAL, PLC, a company registered in England and Wales under company
number 2862479 ("LCI"), THE TRUST UNDER ARTICLE SIXTH UNDER THE WILL OF
SIGMUND SOMMER (the "TRUST"), ALADDIN BAZAAR HOLDINGS, LLC a Nevada
limited-liability company ("ABH") and ALADDIN HOLDINGS, LLC, a Delaware
limited liability company ("AHL"); AHL, ABH, the Trust and LCI are
individually called a "SPONSOR" and collectively called the "SPONSORS") and
THE BANK OF NOVA SCOTIA, as administrative agent (together with any successor
thereto in such capacity, the "ADMINISTRATIVE AGENT") for the various
financial institutions as are or may become parties hereto (individually, a
"LENDER", and collectively, the "LENDERS".)

     In consideration of the mutual agreements herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:

                             W I T N E S S E T H

     WHEREAS, pursuant to a Credit Agreement, dated as of February 26, 1998,
(together with that certain First Amendment to Credit Agreement dated as of
January 29, 1999, that certain Second Amendment to Credit Agreement dated as
of April 5, 1999, effective as of March 10, 1999, that certain Third
Amendment to Credit Agreement dated as of June 2, 2000, that certain Fourth
Amendment to Credit Agreement dated as of July 27, 2000, that certain Fifth
Amendment to Credit Agreement dated as of December 29, 2000 and that certain
Sixth Amendment to Credit Agreement (the "SIXTH AMENDMENT TO CREDIT
AGREEMENT") of even date herewith and all other amendments and other
modifications from time to time hereinafter made thereto, the "CREDIT
AGREEMENT"), among Aladdin Gaming, LLC, a Nevada limited-liability company
(the "BORROWER"), the Lenders and the Administrative Agent, Merrill Lynch
Capital Corporation, as the syndication agent (together with any successor
thereto in such capacity, the "SYNDICATION AGENT"), and CIBC Oppenheimer Corp.,
as the documentation agent (together with any successor thereto in such
capacity, the "DOCUMENTATION AGENT"), the Lenders have extended Commitments
to make Loans to the Borrower and to issue Letters of Credit for the account
of the Borrower; and

     WHEREAS, the Borrower has requested the Lenders to enter into the Sixth
Amendment to Credit Agreement; and


<PAGE>

     WHEREAS, LCI, ABH, and AHL executed and delivered a Keep-Well Agreement
(the "KEEP-WELL AGREEMENT") in favor of the Lenders and the Administrative
Agent dated as of February 26, 1998 pursuant to which the LCI, ABH and AHL
agreed, INTER ALIA, to perform the obligations set forth in the Keep-Well
Agreement and certain subsidiaries of LCI (the "SUBSIDIARY GUARANTORS") have
agreed to fully and unconditionally guarantee the payment of LCI's
obligations under the Keep-Well Agreement pursuant to a guaranty agreement
dated February 26, 1998 (the "LCI SUBSIDIARY GUARANTY"); and

     WHEREAS, the Trust executed and delivered a Joinder Agreement and
Consent (the "JOINDER AGREEMENT") in favor of the Lenders and the
Administrative Agent dated as of July 27, 2000 pursuant to which the Trust
agreed to become a Sponsor under the Keep-Well Agreement; and

     WHEREAS, the Borrower has requested the Sponsors to enter into certain
amendments to the Keep-Well Agreement; and

     WHEREAS, the Sponsors have duly authorized the execution, delivery and
performance of this First Amendment to Keep-Well Agreement and the Subsidiary
Guarantors have duly authorized the execution, delivery and performance of a
ratification, reaffirmation and consent agreement (the "RATIFICATION OF LCI
SUBSIDIARY GUARANTY") with respect to the Subsidiary Guaranty, an executed
counterpart of which is annexed hereto (the LCI Subsidiary Guaranty, together
with the Ratification of LCI Subsidiary Guaranty and all other amendments and
other modifications from time to time hereafter made thereto, the "SUBSIDIARY
GUARANTY"); and

     WHEREAS, it is in the best interests of the Sponsors to execute this
First Amendment to Keep-Well Agreement and the Subsidiary Guarantors to
execute the Ratification of LCI Subsidiary Guaranty inasmuch as the Sponsors
and the Subsidiary Guarantors have and will continue to derive substantial
direct and indirect benefits from the Loans made to the Borrower by the
Lenders pursuant to the Credit Agreement; and

     WHEREAS, each of the parties hereto is willing, on the terms and subject
to the conditions hereinafter set forth, to so amend the Keep-Well Agreement
upon the terms and conditions set forth below.

    NOW, THEREFORE, in consideration of the agreements contained herein, the
parties hereto agree as follow:

                                   ARTICLE I
                                   AMENDMENT

     SECTION 1.1. AMENDMENTS. The parties hereto hereby agree that provided
each of the Sponsors has delivered an opinion of counsel which conforms to
the requirements of CLAUSE (h) OF SECTION 3.1 and which expressly provides, in
relevant part, that no approval is required under


                                      -2-
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the "GECC FACILITIES AGREEMENT" (as defined in the Second Amendment to Credit
Agreement), the "GECC INTERCREDITOR AGREEMENT" (as defined in the Second
Amendment to Credit Agreement) or the "DISCOUNT NOTE INDENTURE" (as defined
in the Credit Agreement; each capitalized term not otherwise defined herein
shall have the meaning ascribed to such term in the Credit Agreement) for the
amendments set forth below, the following amendments shall be made to the
Keep-Well Agreement.

     The definition of "Keep-Well Termination Date" set forth in SECTION 1 of
the Keep-Well Agreement shall be deleted in its entirety and the following
definition of "KEEP-WELL TERMINATION DATE" shall be substituted in its place:

               "`KEEP-WELL TERMINATION DATE' shall mean the earliest of (i)
               the day on which full and indefeasible payment of the
               Obligations of the Borrower under the Credit Agreement has
               been made to reduce the Commitments of the Lenders thereunder
               to $145,000,000 or less, (ii) the last day of the period of
               six consecutive fiscal quarters from and after the Conversion
               Date during which the Borrower shall have satisfied each of
               the financial covenants set forth in the Credit Agreement
               (without giving effect to the Sixth Amendment to Credit
               Agreement or to any other amendment of the Credit Agreement
               which became effective prior to the date of the Sixth
               Amendment to Credit Agreement or to any payments to or
               investments by the Sponsors in or for the benefit of the
               Borrower), (iii) the date on which both of the following shall
               have been satisfied: (a) construction of the Aladdin Hotel and
               Casino and renovation of the Theater has been completed in
               accordance with all terms of the Credit Agreement and (b) the
               Commitments and the aggregate outstanding principal amount of
               the Obligations under the Credit Agreement shall have been
               reduced to an amount not in excess of the amount specified for
               such date on SCHEDULE 1 hereto, (iv) the date on which the
               Sponsors shall have made full payment of the Accelerated
               Payment Amount described under SECTION 4 below or (v) in the
               case of LCI only, the date on which it shall have made full
               payment of the Accelerated Payment Amount described under
               SECTION 13 below."

     The definition of "KEEP-WELL REDUCTION DATE" set forth in SECTION 1 of
the Keep-Well Agreement shall be deleted in its entirety and the following
definition of "KEEP-WELL REDUCTION DATE" shall be substituted in its place:

      "`KEEP-WELL REDUCTION DATE' shall mean March 31, 2002.'"

     SCHEDULE 4 to the Keep-Well Agreement shall be amended by replacing the
phrase "ABH Ownership: 50% Member" which appears under the heading entitled
"ABH's Subsidiaries" with the phrase: "ABH Ownership: 35.36%".

                                    -3-

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                                 ARTICLE II

                            CERTAIN CONFIRMATIONS

     SECTION 2.1. CONFIRMATION BY THE SPONSORS. The Sponsors acknowledge and
agree that the Borrower is obligated to perform its covenants under Section
7.2.4 of the Credit Agreement commencing with the fiscal quarter which ended
on December 31, 2000 whether or not the Sixth Amendment to Credit Agreement
becomes effective in accordance with the terms thereof. The Sponsors agree
that, except for the adjustment of the covenant levels in Section 7.2.4 of
the Credit Agreement as set forth in the Sixth Amendment to Credit Agreement,
their obligations under the Keep-Well Agreement are not amended, modified or
affected by any amendment, modification or waiver of any provision of the
Credit Agreement after the Closing Date.

     SECTION 2.2. CONFIRMATION BY THE ADMINISTRATIVE AGENT. The Borrower has
advised the Sponsors and the Administrative Agent that the Borrower does not
expect to comply with the Minimum Fixed Charge Coverage Ratio specified in
the Credit Agreement (without giving effect to any amendment of the Credit
Agreement after the Closing Date) for the period commencing on August 18,
2000 and ending on December 31, 2000 (the "YEAR 2000 OPERATING PERIOD").
Based upon the Borrower's projections for the Year 2000 Operating Period, the
Sponsors expect to make a Cash Equity Contribution to the Borrower in the
amount of U.S. $12,000,000 (the "PROJECTED CASH EQUITY CONTRIBUTION") which,
when added to the Borrower's EBITDA for the Year 2000 Operating Period, will
result in the Borrower being in compliance with the Minimum Fixed Charge
Coverage Ratio for the Year 2000 Operating Period. On January 31, 2001, LCI
made a Cash Equity Contribution to the Borrower in the amount of U.S.
$5,000,000 as a partial funding the Projected Cash Equity Contribution. the
Sponsors and the Administrative Agent agree that such $5,000,000 partial
funding by LCI will be applied against LCI's obligations under the Keep-Well
Agreement and will be deemed to be a payment made by LCI pursuant to the
Keep-Well Agreement and not pursuant to the Completion Guaranty.

                                  ARTICLE III

                     CONDITIONS PRECEDENT AND COVENANT

     SECTION 3.1. CONDITIONS TO EFFECTIVENESS. The amendments in SECTION 1.1
shall become effective on the date (the "EFFECTIVE DATE") on which each of
the following conditions precedent shall have been satisfied.

           (a)  EXECUTION OF DOCUMENTS. The Administrative Agent shall have
      received counterparts of (i) this First Amendment to Keep-Well
      Agreement executed by an Authorized Representative of the parties
      hereto, (ii) the Ratification of LCI Subsidiary Guaranty executed by
      the Authorized Representatives of the Subsidiary Guarantors and LCI,
      (iii) the Sixth Amendment to Credit Agreement executed by Authorized

                                     -4-

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     Representatives of the Borrower and the Administrative Agent and the
     Required Lenders together with all documents required thereby and (iv)
     all documentation required by SECTION 5.1 of the Sixth Amendment to
     Credit Agreement.

           (b)  SIXTH AMENDMENT TO CREDIT AGREEMENT. The Sixth Amendment to
      Credit Agreement shall become effective in accordance with its terms.

           (c)  INCUMBENCY, ETC. The Administrative Agent shall have received
      (with copies for each Lender) a certificate, dated as of the Effective
      Date, of an Authorized Representative of each Sponsor certifying.

                (i)   as to the incumbency and signatures of the Person or
           Persons authorized to execute and deliver this First Amendment to
           Keep-Well Agreement and any instruments or agreements required
           hereunder.

                (ii)  as to an attached copy of one or more resolutions or
            other authorizations of the Sponsors certified by the Authorized
            Representative of each such Sponsor as being in full force and
            effect on the date hereof, authorizing the execution, delivery
            and performance of this First Amendment to Keep-Well Agreement
            and any instruments or agreements required hereunder, and

                (iii) that the Organizational Documents of such Sponsor have
            not been modified since the date on which they were last
            delivered to the Administrative Agent.

      upon which certificate the Administrative Agent and the Lenders
      (collectively, the "FINANCING PARTIES") may conclusively rely until
      the Administration Agent has received a further certificate of an
      Authorized Representative of such Sponsor cancelling or amending such
      prior certificate.

           (c)  FEES. All reasonable fees and costs and expenses of Mayer,
        Brown & Platt and other professionals employed by the Administrative
        Agent and all other reasonable expenses of the Administrative Agent
        in connection with the negotiation, execution and delivery of this
        First Amendment to Keep-Well Agreement and the transactions
        contemplated herein shall have been paid in full.

           (d)  SATISFACTORY LEGAL FORM. Each Financing Party and its counsel
        shall have received all information, approvals, opinions, documents
        or instruments as each Financing Party or its counsel may have
        reasonably requested, and all documents executed or submitted
        pursuant hereto by or on behalf of each Sponsor shall be satisfactory
        in form and substance to each Financing Party and its counsel.

                                     -5-

<PAGE>

           (e)  DEFAULT. After giving effect to the Sixth Amendment to Credit
        Agreement the following statements shall be true and correct: (i) to
        the best knowledge of each Sponsor, no act or condition exists which,
        with the giving of notice or passage of time would constitute a
        "DEFAULT" or "EVENT OF DEFAULT" (as defined in the Credit Agreement,
        the GECC Facilities Agreement and Discount Note Indenture)
        has occurred and is continuing as of the date hereof and (ii) no
        material adverse change in (A) the financial condition, business,
        property, prospects or ability of the Sponsor or the Borrower to
        perform in all material respects its respective obligations under any
        Operative Document or any of the documents evidencing and securing
        the FF&E Financing to which it is a party or (B) the financial
        condition, business, property, prospects and ability of any other
        Aladdin Party or, to the best knowledge of such Sponsor, LCNI to
        perform in all material respects its obligations under any Operative
        Document to which it is a party has occurred since the Closing Date.

           (f)  CONSENTS AND APPROVALS. All approvals and consents required to
        be taken, given or obtained, as the case may be, by or from any
        Governmental Instrumentality or another Person, or by or from any
        trustee (including, without limitation, GECC and the Discount Note
        Indenture Trustee) or holder of any indebtedness or obligation of the
        Borrower or the Sponsor, that are necessary or, in the reasonable
        opinion of the Administrative Agent, advisable in connection with the
        execution, delivery and performance of this First Amendment to
        Keep-Well Agreement by all parties hereto, shall have been taken,
        given or obtained, as the case may be, shall be in full force and
        effect and the time for appeal with respect to any thereof shall have
        expired (or, if an appeal shall be been taken, the same shall have
        been dismissed) and shall not be subject to any pending proceedings
        or appeals (administrative, judicial or otherwise) and shall be in
        form and substance satisfactory to the Administrative Agent.

           (g)  DELIVERY OF FIRST AMENDMENT TO KEEP-WELL AGREEMENT. The
        Sponsor shall have delivered this First Amendment to Keep-Well
        Agreement to all Persons entitled thereto under the Operative
        Documents to receive delivery hereof.

           (h)  OPINIONS. The Administrative Agent shall have received such
        opinions of counsel as it deems necessary, dated as of the Effective
        Date and addressed to the Administrative Agent and the Lenders which
        shall be in form and substance satisfactory to the Administrative
        Agent.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     In order to induce each Financing Party to enter into this First
Amendment to Keep-Well Agreement, each Sponsor, as to itself, reaffirms, as
of the Effective Date, its representations and warranties contained in the
Keep-Well Agreement (as amended by this First Amendment to

                                    -6-

<PAGE>

Keep-Well Agreement) and additionally represents and warrants, as to itself,
unto each Financing Party as set forth in this ARTICLE IV.

     SECTION 4.1. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution,
delivery and performance by each Sponsor of this First Amendment to Keep-Well
Agreement and each other document executed or to be executed by it in
connection with this First Amendment to Keep-Well Agreement are within such
Sponsor's powers, have been duly authorized by all necessary action, and do
not

              (a)  contravene such Sponsor's Organizational Documents;

              (b)  contravene any contractual restriction binding on or
        affecting such Sponsor;

              (c)  contravene any court decree or order or Legal Requirement
        binding on or affecting such Sponsor, or

              (d)  result in, or require the creation or imposition of, any
        Lien on any of such Sponsor's properties except as expressly
        contemplated by the Operative Documents,

and the Financing Parties may conclusively rely on such representation and
warranty.

     SECTION 4.2. GOVERNMENT APPROVAL, REGULATION, ETC. No authorization or
approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or other Person is required for the
due execution, delivery or performance by the Sponsor of this First Amendment
to Keep-Well Agreement or any other document to be executed by it in
connection with this First Amendment to Keep-Well Agreement.

     SECTION 4.3. VALIDITY, ETC. This First Amendment to Keep-Well Agreement
constitutes the legal, valid and binding obligations of the Sponsors
enforceable in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors rights generally and by general
principles of equity.

     SECTION 4.4. LIMITATION. Except as expressly provided hereby, all of the
representations, warranties, terms, covenants and conditions of the Keep-Well
Agreement and each other Operative Document shall remain unamended and
unwaived and shall continue to be, and shall remain, in full force and effect
in accordance with their respective terms. The amendments and modifications
set forth herein shall be limited precisely as provided for herein, and shall
not be deemed to be a waiver of, amendment or modification of any other term
or provision of the Keep-Well Agreement or other Instrument referred to
therein or herein, or of any transaction or further or future action on the
part of the Borrower or any other Person which would require the consent of
the Agents, the Lenders, GECC or the Discount Note Indenture Trustee.

                                    -7-

<PAGE>

     SECTION 4.5. OFFSETS AND DEFENSES. The Sponsors have no offsets or
defenses to their obligations under the Loan Documents to which they are a
party and no claims or counterclaims against any of the Agents or the Lenders.

                                   ARTICLE V

                           MISCELLANEOUS PROVISIONS

     SECTION 5.1 RATIFICATION OF AND REFERENCES TO THE CREDIT AGREEMENT. This
First Amendment to Keep-Well Agreement shall be deemed to be amendment to the
Keep-Well Agreement and the Keep-Well Agreement, as amended by this First
Amendment to Keep-Well Agreement, shall continue in full force and effect and
is hereby ratified, approved and confirmed in each and every respect. All
references to the Keep-Well Agreement in any other document, instrument,
agreement or writing shall hereafter be deemed to refer to the Keep-Well
Agreement, as amended by this First Amendment to Keep-Well Agreement.

     SECTION 5.2. HEADINGS. The various headings of this First Amendment to
Keep-Well Agreement are inserted for convenience only and shall not affect
the meaning or interpretation of this First Amendment to Keep-Well Agreement
or any provisions hereof.

     SECTION 5.3 APPLICABLE LAW.  THIS FIRST AMENDMENT TO KEEP-WELL AGREEMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT TO
KEEP-WELL AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF
LAW AND CONFLICTS OF LAW RULES OF SUCH STATE.

     SECTION 5.4. CROSS-REFERENCES. References in this First Amendment to
Keep-Well Agreement to any Article or Section are, unless otherwise
specified, to such Article or Section of this First Amendment to Keep-Well
Agreement.

     SECTION 5.5. OPERATIVE DOCUMENT. This First Amendment to Keep-Well
Agreement is a Loan Document executed pursuant to the Credit Agreement and
shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the
Credit Agreement.

     SECTION 5.6. SUCCESSORS AND ASSIGNS. This First Amendment to Keep-Well
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

     SECTION 5.7. COUNTERPARTS. This First Amendment to Keep-Well Agreement
may be executed by the parties hereto in any number of counterparts and on
separate counterparts, each of which shall be an original but all of which
together shall constitute one and the same instrument.

                                    -8-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Keep-Well Agreement as of the day and year first above written.

                                       ALADDIN BAZAAR HOLDINGS, LLC

                                       By:
                                          ------------------------------------
                                       Name:
                                       Title:


                                       ALADDIN HOLDINGS, LLC

                                       By:
                                          ------------------------------------
                                       Name:
                                       Title:

                                       THE TRUST UNDER ARTICLE SIXTH
                                       UNDER THE WILL OF SIGMUND SOMMER

                                       By:
                                          ------------------------------------
                                       Name:
                                       Title: Trustee


                                       By:
                                          ------------------------------------
                                       Name:
                                       Title: Trustee


                                       LONDON CLUBS INTERNATIONAL PLC

                                       By:
                                          ------------------------------------
                                       Name:
                                       Title:


                                       THE BANK OF NOVA SCOTIA, as the
                                       Administrative Agent

                                       By:
                                          ------------------------------------
                                       Name:
                                       Title: