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                                                                EXHIBIT 10.01

                            AMENDMENT AND AGREEMENT

        This Amendment and Agreement (hereinafter the "Amendment") is made
and entered into as of the 25th day of September, 1998 between Northwind
Aladdin, LLC, a Nevada limited-liability company ("Northwind") and Aladdin
Gaming, LLC, a Nevada limited-liability company ("Aladdin").

                              W I T N E S S E T H:

        WHEREAS, Northwind and Aladdin are parties to (i) that certain Lease
dated as of December 3, 1997 (the "Lease"), (ii) that certain Development
Agreement dated as of December 3, 1997 (the "Development Agreement"), and
(iii) that certain Energy Service Agreement dated as of September 25, 1998
(the "Energy Service Agreement", and, collectively with the Lease and the
Development Agreement, the "Agreements"); and

        WHEREAS, the Agreements contemplate that Northwind will construct and
operate the "Northwind Facilities" (as such term is defined in the Energy
Service Agreement) to provide hot water, chilled water and electricity
services to Aladdin, including construction and operation of certain
facilities to generate electricity; and

        WHEREAS, the parties have determined that it shall not be necessary
for the Northwind Facilities to include facilities for generating electricity
and accordingly the parties desire to amend the Agreements to reflect such
determination;

        NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, it is hereby agreed between Northwind and
Aladdin as follows:

         1.       Any capitalized term in this Amendment that is not defined
         herein shall have the meaning specified or referred to in Annex A to
         the Energy Service Agreement.

         2.       Notwithstanding any provisions in the Lease which obligate
         Northwind to construct or operate facilities for the generation of
         electricity for the benefit of Aladdin or obligate Aladdin to
         compensate Northwind therefor, neither Northwind nor Aladdin shall have
         any such obligations nor shall Northwind or Aladdin be entitled to
         receive any such benefits and the Lease is amended accordingly,
         effective immediately. This Amendment shall be considered Amendment No.
         1 to the Lease. Except as expressly amended herein, the Lease remains
         in force.

         3.       Notwithstanding any provisions in the Development Agreement
         which obligate Northwind to construct or operate facilities for the
         generation of electricity for the benefit of Aladdin or obligate
         Aladdin to compensate Northwind therefor, neither Northwind nor Aladdin
         shall have any such obligations nor shall Northwind or Aladdin be
         entitled to receive any such benefits and the Development Agreement is
         amended accordingly, effective immediately. This Amendment shall be
         considered Amendment No. 1 to the Development Agreement. Except as
         expressly amended herein, the Development Agreement remains in force.

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         4.       Notwithstanding any provisions in the Energy Service Agreement
         which obligate Northwind to construct or operate facilities for the
         generation of electricity for the benefit of Aladdin or obligate
         Aladdin to compensate Northwind therefor, neither Northwind nor Aladdin
         shall have any such obligations nor shall Northwind or Aladdin be
         entitled to receive any such benefits and the Energy Service Agreement
         is amended accordingly, effective immediately. This Amendment shall be
         considered Amendment No. 1 to the Energy Service Agreement. Except as
         expressly amended herein, the Energy Service Agreement remains in
         force.

         5.       Notwithstanding any provision in this Amendment, as of the
         Substantial Completion Date, Northwind shall supply Services to Aladdin
         in an amount equal to the Customer Energy Requirements, including, but
         not limited to, the Specified Demand Amount.

         6.       This Amendment will be governed by and construed in accordance
         with the internal laws and decisions of the State of Nevada.

         7.       Time is of the essence hereof.

         8.       This Amendment may be executed in one or more counterparts,
         each of which will be considered an original instrument, but all of
         which will be considered one and the same agreement, and will become
         binding when one or more counterparts have been signed by each of the
         parties hereto and delivered to Northwind and to Aladdin.

         9.       Neither Northwind nor Aladdin shall assign its interest or
         delegate its duties under this Amendment except in accordance with
         Section 10.2 of the Energy Service Agreement.



         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.


NORTHWIND ALADDIN, LLC,                       ALADDIN GAMING, LLC,
a Nevada limited-liability company            a Nevada limited-liability company


By: /s/ John Milota                            By: /s/ Richard Goeglein
   ---------------------------------             -----------------------------
Name:   John Milota                            Name:   Richard Goeglein
Title:  Vice President & General Manager       Title:  President &
                                                       Chief Executive Officer

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