EXHIBIT 10.03

SECOND AMENDMENT TO  KEEP-WELL AGREEMENT

Dated as of June 15, 2001,
effective as of May 29, 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

---

SECOND AMENDMENT TO KEEP-WELL AGREEMENT

THIS SECOND AMENDMENT TO KEEP-WELL AGREEMENT (this "Second Amendment to Keep-Well
Agreement") dated as of June 15, 2001, effective as of May 29, 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, that certain Sixth Amendment to Credit Agreement dated as of March 30, 2001 and that certain Seventh Amendment to Credit Agreement (the "Seventh Amendment to
Credit Agreement") of even date herewith and all other amendments and other modifications from time to time hereafter 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, and CIBC Oppenheimer Corp., as 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 Seventh Amendment to Credit Agreement; and

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 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 guarantee
fully and unconditionally 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 Sponsors entered into that certain First Amendment to Keep-Well Agreement (the "First Amendment to Keep-Well
Agreement") dated as of March 30, 2001; and

WHEREAS,
the Sponsors have requested the Lenders to enter into certain additional amendments to the Keep-Well Agreement; and

WHEREAS,
the Sponsors have duly authorized the execution, delivery and performance of this Second 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

2

---

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 Second 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 (as such term is defined in the
Credit Agreement; each capitalized term not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement) 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 follows:

ARTICLE 1    AMENDMENTS

SECTION
1.1Amendments.The parties hereto hereby agree that from and after the Effective Date (as
defined inSection 3.1) the following amendments shall be made to the Keep-Well Agreement, as amended by the First Amendment to
Credit Agreement:



3

---



ARTICLE 2    RATIFICATION AND REAFFIRMATION

SECTION
2.1Ratification and Reaffirmation.This Second Amendment to Keep-Well Agreement
shall be deemed to be an amendment to the Keep-Well Agreement, as amended by the First Amendment to Keep-Well Agreement, and the Keep-Well Agreement, as amended by
the First Amendment to Keep-Well Agreement and this Second Amendment to Keep-Well Agreement, shall continue in full force and effect and is hereby ratified, approved and
confirmed in each and every respect.

ARTICLE 3    CONDITIONS PRECEDENT AND COVENANT

SECTION
3.1Conditions to Effectiveness.The amendments in Section 1.1of this Second Amendment to Keep-Well Agreement shall become
effective on the date (the
"Effective Date") on which each of the following conditions precedent shall have been satisfied.



4

---



5

---

ARTICLE 4    REPRESENTATIONS AND WARRANTIES

In order to induce each Financing Party to enter into this Second 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 the First Amendment to Keep-Well Agreement and this Second Amendment
to Keep-Well Agreement) and additionally represents and warrants, as to itself, unto each Financing Party as set forth in this Article IV.

SECTION
4.1Due Authorization, Non-Contravention, etc.The execution, delivery and
performance by each Sponsor of this Second Amendment to Keep-Well Agreement and each other document executed or to be executed by it in connection with this Second Amendment to
Keep-Well Agreement are within such Sponsor's powers, have been duly authorized by all necessary action, and do not



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

SECTION
4.2Government 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 Second Amendment to
Keep-Well Agreement or any other document to be executed by it in connection with this Second Amendment to Keep-Well Agreement.

SECTION
4.3Validity, etc.This Second 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
4.4Limitation.Except as expressly provided hereby, all of the representations, warranties,
terms, covenants and conditions of the Keep-Well Agreement, as amended by the First Amendment to Credit Agreement and this Second Amendment to Credit 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.

SECTION
4.5Offsets 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.

6

---

ARTICLE 5    MISCELLANEOUS PROVISIONS

SECTION
5.1Headings.The various headings of this Second Amendment to Keep-Well Agreement
are inserted for convenience only and shall not affect the meaning or interpretation of this Second Amendment to Keep-Well Agreement or any provisions hereof.

SECTION
5.2Applicable Law.THIS SECOND AMENDMENT TO
KEEP-WELL AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND 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
5.3Cross-References.References in this Second Amendment to Keep-Well Agreement to
any Article or Section are, unless otherwise specified, to such Article or Section of this Second Amendment to Keep-Well Agreement.

SECTION
5.4Operative Document.This Second 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
5.5Successors and Assigns.This Second 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
5.6Counterparts.This Second 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.

7

---

IN WITNESS WHEREOF, the parties hereto have executed this Second 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:                                                         | 

8

---

QuickLinks