EXHIBIT 10.01

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                      FACILITIES AGREEMENT
                                
                                
                             between
                                
                                
              GENERAL ELECTRIC CAPITAL CORPORATION,
        FOR ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS,
                                
                                
                               and
                                
                                
                       ALADDIN GAMING, LLC
                                
                                
                                
                          June 26, 1998

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                        TABLE OF CONTENTS


1.   THE FACILITIES.............................................1
          (a)  LEASE FACILITY...................................1
          (b)  TERM LOAN FACILITY...............................1
          (c)  FUNDINGS.........................................1

2.   INTEREST...................................................1
          (a)  GENERAL..........................................1
          (b)  INTERIM FUNDING PERIOD...........................2
          (c)  TERM LOAN PERIOD.................................2
          (d)  SELECTION OF INTEREST OPTION.....................2
          (e)  DEFAULT RATE.....................................2
          (f)  USURY SAVINGS....................................2

3.   PAYMENTS...................................................3
          (a)  TERM LOAN FACILITY...............................3
          (b)  RECEIPT OF PAYMENTS..............................4
          (c)  APPLICATION AND ALLOCATION OF PAYMENTS...........4
          (d)  PREPAYMENT.......................................4
          (e)  MONTHLY STATEMENT................................4

4.   TAXES......................................................5
          (a)  GENERAL..........................................5
          (b)  CONTESTS.........................................5
          (c)  WITHHOLDING TAXES................................6
          (d)  REFUNDS..........................................7

5.   CAPITAL ADEQUACY; INCREASED COSTS; ETC.....................7
          (a)  LIBOR RATE LENDING UNLAWFUL......................7
          (b)  DEPOSITS UNAVAILABLE.............................8
          (c)  INCREASED LIBOR RATE COSTS, ETC..................8
          (d)  FUNDING LOSSES...................................9
          (e)  INCREASED CAPITAL COSTS..........................9
          (f)  PARTICIPANTS.....................................9

6.   SECURITY INTEREST IN THE COLLATERAL........................9

7.   CONDITIONS PRECEDENT......................................10
          (a)  CONDITIONS TO THE INITIAL FUNDING...............10
          (b)  FURTHER CONDITIONS TO EACH FUNDING..............12

8.   REPRESENTATIONS AND WARRANTIES............................14
          (a)  ORGANIZATION, ETC...............................14

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          (b)  DUE AUTHORIZATION, NON-CONTRAVENTION, ETC.......14
          (c)  GOVERNMENT APPROVAL, REGULATION, ETC............14
          (d)  VALIDITY, ETC...................................14
          (e)  FINANCIAL INFORMATION...........................15
          (f)  NO MATERIAL ADVERSE CHANGE......................15
          (g)  LITIGATION, LABOR CONTROVERSIES, ETC............15
          (h)  SUBSIDIARIES....................................15
          (i)  OWNERSHIP OF PROPERTIES.........................15
          (j)  TAXES...........................................16
          (k)  PENSION AND WELFARE PLANS.......................16
          (l)  ENVIRONMENTAL WARRANTIES........................16
          (m)  INTELLECTUAL PROPERTY...........................17
          (n)  REGULATIONS U AND X.............................18
          (o)  ACCURACY OF INFORMATION.........................18
          (p)  EXISTING DEFAULTS...............................18
          (q)  CONTINGENT LIABILITIES..........................18
          (r)  BUSINESS, DEBT, CONTRACTS, ETC..................18
          (s)  REPRESENTATIONS AND WARRANTIES..................19
          (t)  IN BALANCE REQUIREMENT..........................19
          (u)  MAIN PROJECT BUDGET.............................19
          (v)  FEES AND ENFORCEMENT............................19
          (w)  ERISA COMPLIANCE................................19
          (x)  LABOR DISPUTES; ACTS OF GOD; CASUALTY AND
               CONDEMNATION....................................19
          (y)  GOVERNMENT REGULATION...........................20
          (z)  NO BROKERS......................................20
          (aa) INSURANCE POLICIES..............................20
          (bb) REPRESENTATIONS AND WARRANTIES REGARDING THE
               COLLATERAL......................................20

9.   [INTENTIONALLY OMITTED]...................................21

10.  AFFIRMATIVE COVENANTS.....................................21
          (a)  FINANCIAL INFORMATION, REPORTS, NOTICES,
               ETC.............................................21
          (b)  COMMUNICATION WITH ACCOUNTANTS..................25
          (c)  COMPLIANCE WITH LAWS, ETC.......................25
          (d)  MAINTENANCE OF PROPERTIES; OPERATION;
               RESERVES........................................26
          (e)  INSURANCE.......................................26
          (f)  BOOKS AND RECORDS...............................26
          (g)  SUPPLEMENTAL DISCLOSURE.........................27
          (h)  FISCAL YEAR.....................................27
          (i)  CASUALTY AND CONDEMNATION.......................27
          (j)  COVENANTS REGARDING THE COLLATERAL..............28
          (k)  CONTINUOUS PERFECTION...........................31
          (l)  GE CAPITAL?S APPOINTMENT AS ATTORNEY-IN-
               FACT............................................31
          (m)  INDEMNIFICATION.................................32
          (n)  CONFIRMATION OF OPENING DATE....................34

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          (o)  USE OF PROCEEDS.................................34
          (p)  REPAYMENT OF INDEBTEDNESS.......................34
          (q)  DILIGENT CONSTRUCTION OF THE MAIN PROJECT.......35
          (r)  IN BALANCE; BORROWER EQUITY.....................35
          (s)  PROPER LEGAL FORMS..............................35
          (t)  ENVIRONMENTAL...................................35

11.  NEGATIVE COVENANTS........................................36
          (a)  BUSINESS ACTIVITIES.............................36
          (b)  INDEBTEDNESS....................................36
          (c)  LIENS...........................................37
          (d)  FINANCIAL CONDITION AND OPERATIONS..............37
                    (1)  TOTAL DEBT TO EBITDA RATIO............37
                    (2)  INTEREST COVERAGE RATIO...............38
                    (3)  NET WORTH.............................38
                    (4)  EBITDA................................38
                    (5)  MINIMUM FIXED CHARGE COVERAGE.........38
          (e)  INVESTMENTS.....................................38
          (f)  RESTRICTED PAYMENTS, ETC........................40
          (g)  CAPITAL EXPENDITURES, ETC.......................42
          (h)  RENTAL OBLIGATIONS..............................42
          (i)  TAKE OR PAY CONTRACTS...........................42
          (j)  CONSOLIDATION, MERGER, ETC......................42
          (k)  TRANSACTIONS WITH AFFILIATES....................43
          (l)  NEGATIVE PLEDGES, RESTRICTIVE AGREEMENTS,
               ETC.............................................43
          (m)  SALE AND LEASEBACK..............................44
          (n)  STOCK OF SUBSIDIARIES...........................44
          (o)  AMENDMENT OF CONSTRUCTION BENCHMARK SCHEDULE....44
          (p)  HAZARDOUS SUBSTANCES............................44
          (q)  OPENING.........................................44

12.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES....................45
          (a)  EVENTS OF DEFAULT...............................45
          (b)  REMEDIES........................................48
          (c)  WAIVERS BY ALADDIN GAMING.......................50
          (d)  CUMULATIVE REMEDIES.............................50

13.  ASSIGNMENTS; PARTICIPATION................................50
          (a)  ASSIGNMENT BY ALADDIN GAMING....................50
          (b)  ASSIGNMENT AND/OR PARTICIPATION BY GE
               CAPITAL.........................................50
          (c)  SUCCESSORS AND ASSIGNS..........................52
          (d)  THIRD PARTY BENEFICIARIES.......................52

14.  INTENTIONALLY OMITTED.....................................52

                               iii

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15.  MISCELLANEOUS.............................................52
          (a)  COMPLETE AGREEMENT; MODIFICATION OF
               AGREEMENT.......................................52
          (b)  FEES AND EXPENSES...............................52
          (c)  NO WAIVER.......................................53
          (d)  SURVIVAL OF OBLIGATIONS.........................54
          (e)  SEVERABILITY....................................54
          (f)  CONFLICT OF TERMS...............................54
          (g)  RIGHT OF SET-OFF................................54
          (h)  AUTHORIZED SIGNATURE............................55
          (i)  GOVERNING LAW; SUBMISSION TO JURISDICTION.......55
          (j)  NOTICES.........................................56
          (k)  SECTION TITLES..................................57
          (l)  COUNTERPARTS....................................57
          (m)  TIME OF THE ESSENCE.............................57
          (n)  WAIVER OF JURY TRIAL............................57
          (o)  FURTHER ASSURANCES..............................57
          (p)  RIGHT TO PERFORM................................58
          (q)  COMPLIANCE WITH NEVADA GAMING LAWS..............58

__________________________

Exhibit No. 1:      Master Lease Agreement
Exhibit No. 2:      Term Loan Note
Exhibit No. 3:      Collateral Schedule
Exhibit No. 4:      Intercreditor Agreement
Exhibit No. 5:      Officer's Certificate re: Source of Funds
Exhibit No. 6:      Engagement Letter
Exhibit No. 7:      Bringdown Certificate

                               iv

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                      FACILITIES AGREEMENT


      THIS FACILITIES AGREEMENT (this "Agreement") is made as  of
the  26th  day  of  June, 1998, between GENERAL ELECTRIC  CAPITAL
CORPORATION,  FOR  ITSELF AND AS AGENT FOR  CERTAIN  PARTICIPANTS
("GE Capital"), and ALADDIN GAMING, LLC ("Aladdin Gaming").

      The  parties  desire to provide for the  financing  of  the
acquisition  of certain new furniture and equipment, and  certain
Gaming  Equipment, for use by Aladdin Gaming in  connection  with
the  Aladdin  Hotel  and Casino.  Capitalized terms  used  herein
without definition shall have the meanings given them in Annex  A
attached hereto.

      NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties agree as follows:

     1.   THE FACILITIES.

          (a)  LEASE FACILITY.  Upon and subject to the terms and
conditions hereof and of that certain Master Lease Agreement  and
related  documents attached hereto as Exhibit No. 1 (the  "Master
Lease  Agreement"), GE Capital will purchase and lease to Aladdin
Gaming  certain  new furniture and equipment (other  than  Gaming
Equipment)  selected by Aladdin Gaming for use by Aladdin  Gaming
in  connection  with  the  Aladdin Hotel  and  Casino  having  an
aggregate  acquisition  cost not in excess  of  $60,000,000  (the
"Lease Facility").

          (b)  TERM LOAN FACILITY.  Upon and subject to the terms
and conditions hereof, GE Capital will finance the acquisition by
Aladdin  Gaming for use in connection with the Aladdin Hotel  and
Casino  of Gaming Equipment having an aggregate acquisition  cost
not  in  excess  of  $20,000,000 (the "Term Loan  Facility";  and
together with the Lease Facility being referred to, collectively,
as the "Facilities").

           (c)   FUNDINGS.   Upon and subject to  the  terms  and
conditions  hereof  and  of  the other  Operative  Documents,  GE
Capital will make Fundings on a monthly basis commencing not more
than six (6) months prior to the date that is expected to be  the
Construction  Completion Date as evidenced by the certificate  of
the Construction Consultant provided pursuant to Section 7(a)(18)
hereof.

     2.   INTEREST.

           (a)  GENERAL.   All computations of interest hereunder
shall be made (1) on the basis of a three hundred sixty (360) day
year during any period during which interest is calculated on the
basis of 30-Day LIBOR or the Base Index, or (2) on the basis of a
three  hundred sixty-five (365) day year during any period during
which  interest is calculated on the basis of the Prime Rate;  in
each  case for the actual number of days occurring in the  period
for    which      such      interest      is     payable.    Each

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determination  by GE Capital of an interest rate hereunder  shall
be  conclusive  and  binding  for all purposes,  absent  manifest
error.

            (b)    INTERIM  FUNDING  PERIOD.   Interest  on   the
outstanding principal balance of each Funding from the date  such
Funding  is  made  through the Interim Funding  Period  shall  be
calculated  at  a floating rate equal, at the option  of  Aladdin
Gaming  exercised pursuant to Section 2(d) hereof, to either  (1)
30-Day  LIBOR plus four hundred seventy-eight (478) basis points,
or  (2) the Prime Rate plus two hundred seventy-five (275)  basis
points;  and  such spread shall be fixed throughout  the  Interim
Funding   Period;  and  30-Day  LIBOR  or  the  Prime  Rate,   as
applicable,  will be adjusted monthly on the first  day  of  each
month during the Interim Funding Period, based on changes thereto
as  in effect two (2) Business Days before the first day of  such
month.

           (c)   TERM  LOAN PERIOD.  Interest on the  outstanding
principal  balance of each Funding with respect to the Term  Loan
Facility  during  the  Term Loan Period, until  such  Funding  is
repaid in full, shall be determined five (5) Business Days  prior
to the Construction Completion Date and shall be calculated at  a
floating  rate equal to the sum of the Base Index plus an  amount
(the  "Spread") equal to four hundred seventy-eight  (478)  basis
points;  and such Spread shall be fixed throughout the Term  Loan
Period;  and the Base Index will be adjusted tri-monthly  on  the
first day of each tri-monthly period during the Term Loan Period,
based  on changes to the Base Index as in effect two (2) Business
Days before the first day of such tri-monthly period.

           (d)  SELECTION OF INTEREST OPTION.      Aladdin Gaming
shall  select  the applicable interest rate with respect  to  the
Interim Funding Period not less than five (5) Business Days prior
to  the date on which the initial Funding is made with respect to
the  Facilities,  by written notice to GE Capital.  The  interest
rate  option  selected by Aladdin Gaming shall remain  in  effect
during the Interim Funding Period.

           (e)   DEFAULT RATE.  So long as any Event  of  Default
shall  have  occurred  and  be  continuing,  the  interest   rate
applicable to the Facilities shall be increased by two percentage
points  (2%)  per  annum  above the then highest  rate  otherwise
applicable to the Facilities (the "Default Rate").

          (f)  USURY SAVINGS.  It is the intention of the parties
to  comply  with any applicable usury laws.  Accordingly,  it  is
agreed  that,  notwithstanding  any  provision  to  the  contrary
herein,  in the Master Lease Agreement and any related  document,
or   in   the   Term  Loan  Note  (collectively,  the  "Operative
Documents"), in no event shall any Operative Document require the
payment  or  permit the collection of interest in excess  of  the
maximum  amount permitted by Applicable Law.  If any such  excess
interest  is  contracted  for,  charged  or  received  under  any
Operative  Document, or in the event that all  of  the  principal
balance shall be prepaid, so that under any of such circumstances
the  amount of interest contracted for, charged or received under
any  Operative  Document  shall  exceed  the  maximum  amount  of
interest permitted by Applicable Law, then in such event (1)  the
provisions of this Section shall govern and control, (2)  neither
Aladdin  Gaming nor any other person or entity now  or  hereafter
liable  for  the payment thereof shall be obligated  to  pay  the
amount of such interest to the extent that it is in excess of the
maximum  amount  of  interest   permitted   by   Applicable  Law,
(3)  any  such  excess  which  may  have  been   collected  shall
be  either  applied  as   a  credit  against   the   then  unpaid

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principal balance or refunded to Aladdin Gaming, at the option of
GE  Capital, and (4) the effective rate of interest automatically
shall  be  reduced  to the maximum lawful contract  rate  allowed
under  Applicable Law as now or hereafter construed by the courts
having  jurisdiction thereof.  It is further agreed that, without
limitation  of  the foregoing, all calculations of  the  rate  of
interest  contracted for, charged or received under any Operative
Document  which  are made for the purpose of determining  whether
such  rate  exceeds the maximum lawful contract  rate,  shall  be
made,  to  the extent permitted by Applicable Law, by amortizing,
prorating,  allocating and spreading in equal  parts  during  the
period  of  the  full  stated term of the indebtedness  evidenced
thereby,  all  interest at any time contracted  for,  charged  or
received  from  Aladdin  Gaming or otherwise  by  GE  Capital  in
connection with such indebtedness; provided, however, that if any
applicable  state law is amended or the law of the United  States
of  America preempts any applicable state law, so that it becomes
lawful  for  GE Capital to receive a greater interest  per  annum
rate  than  is  presently allowed under Applicable  Law,  Aladdin
Gaming  agrees that, on the effective date of such  amendment  or
preemption,  as  the case may be, the lawful  maximum  under  the
Operative  Documents shall be increased to the  maximum  interest
per annum rate allowed by the amended state law or the law of the
United  States  of America (but not in excess of  the  applicable
interest rate contemplated under the Operative Documents).

     3.   PAYMENTS.

           (a)   TERM  LOAN FACILITY.  Aladdin Gaming shall  make
twenty  (20) tri-monthly installments, in arrears, on  the  first
day of each tri-monthly period commencing on the first day of the
fourth  full calendar month following the Construction Completion
Date,  calculated  such  that  the  principal  of  the  aggregate
Fundings  then  having been made with respect to  the  Term  Loan
Facility  will  be  amortized during  the  Term  Loan  Period  as
follows:

               Tri-Monthly Period           Percent Amortization
               ------------------           --------------------
                     1-4                          3.25
                     5-8                          3.5
                     9-12                         4.0
                    13-16                         4.5
                    17-19                         4.75
                    20                           24.75

Each   installment  shall  consist  of  the  specified  principal
amortization  plus interest on the outstanding principal  balance
calculated at the interest rate specified in Section 2(c) hereof,
adjusted tri-monthly on the first day of each tri-monthly period,
based  on changes to the Base Index as in effect two (2) Business
Days  before  the  first  day of such  tri-monthly  period.   The
Fundings  made  by  GE  Capital with respect  to  the  Term  Loan
Facility  shall  be  evidenced by a  single  promissory  note  of
Aladdin  Gaming  substantially in  the  form  of  Exhibit  No.  2
attached  hereto (the "Term Loan Note"), dated the  date  hereof,
payable to GE Capital in the principal amount of $20,000,000  and
otherwise duly completed.  The date, amount and interest rate  of
each  Funding  made by GE Capital with respect to the  Term  Loan
Facility and each payment of principal with respect thereto shall
be  recorded on the books and records of GE Capital, which  books
and records shall constitute prima facie evidence of the accuracy
of the information therein recorded.

                                3

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           (b)   RECEIPT  OF PAYMENTS.  All payments  payable  by
Aladdin Gaming under the Operative Documents shall be paid to  GE
Capital  by  wire  transfer  of immediately  available  funds  to
Bankers Trust New York, New York, New York 10006, Account No. 50-
260-660,  ABA  No.  021-001-033,  Attention:  Account  Manager  -
Aladdin Gaming, or to such other account as GE Capital may direct
in  writing;  and shall be effective upon receipt.  All  payments
shall be made not later than 12:00 Noon New York time on the  day
when  due.  If any payment date is not a Business Day, the amount
otherwise  due  on such date shall be payable on the  immediately
succeeding  Business  Day  (provided that  such  delay  shall  be
included in calculating the interest due).

           (c)   APPLICATION AND ALLOCATION OF PAYMENTS.  Aladdin
Gaming irrevocably waives the right to direct the application  of
any  and all payments at any time or times hereafter received  by
GE  Capital  from  or  on behalf of Aladdin Gaming,  and  Aladdin
Gaming  irrevocably  agrees  that  GE  Capital  shall  have   the
continuing  exclusive right to apply any and  all  such  payments
then  due  and  payable to Obligations of Aladdin  Gaming  as  GE
Capital  may  deem  advisable.  In  the  absence  of  a  specific
determination by GE Capital with respect thereto, the same  shall
be  applied in the following order: (1) then due and payable Fees
and  expenses  of  GE Capital; (2) then due and payable  interest
payments with respect to the Obligations; (3) Obligations  to  GE
Capital  other  than  Fees, expenses and interest  and  principal
payments;  and  (4) then due and payable principal payments  with
respect to the Obligations.  Notwithstanding the foregoing, prior
to  the  occurrence of an Event of Default, all payments made  by
Aladdin Gaming specifically identified as being made with respect
to  the Lease Facility shall be applied only to those Obligations
relating to the Lease Facility.

          (d)  PREPAYMENT.    (1) On or after the date of payment
of the fourth (4th) installment under the Term Loan Note, Aladdin
Gaming  may,  so long as no Event of Default exists,  voluntarily
prepay the then outstanding principal balance due under the  Term
Loan  Note in whole (but not in part) as of a Payment Date  under
the  Term Loan Note upon at least thirty (30) days' prior written
irrevocable notice to GE Capital, specifying the Payment Date  on
which the Term Loan Note will be prepaid (the "Prepayment Date").
On  the  Prepayment Date, Aladdin Gaming shall pay to GE  Capital
the  sum of: (i) the then outstanding principal balance under the
Term  Loan Note, plus (ii) the portion of the Prepayment  Premium
(if  any)  related  to  the Term Loan Facility,  plus  (iii)  all
amounts  otherwise  due under the Term Loan Facility  (including,
without  limitation, any enforcement costs incurred by GE Capital
as  a  result  of  the occurrence of an Event of  Default).   (2)
Aladdin  Gaming may voluntarily terminate the Term of the  Master
Lease  Agreement prior to its expiration in accordance  with  the
provisions  of Section 4 of the Master Lease Agreement.   (3)  If
Aladdin Gaming elects to voluntarily prepay the Term Loan Note in
accordance with Section 3(d)(1) hereof, then Aladdin Gaming shall
also  elect  to terminate the Term of the Master Lease  Agreement
prior  to  its  expiration in accordance with the  provisions  of
Section 4 of the Master Lease Agreement  on the Prepayment  Date;
and  if Aladdin Gaming elects to terminate the Term of the Master
Lease Agreement prior to its expiration pursuant to Section 4  of
the  Master Lease Agreement, then Aladdin Gaming shall prepay the
Term  Loan Note in accordance with Section 3(d)(1) hereof on  the
Early Termination Date.

           (e)   MONTHLY  STATEMENT.  GE Capital will  provide  a
monthly statement of transactions under the Term Loan Facility to
Aladdin     Gaming.      Each     and    every   such   statement
shall  (absent   manifest   error)   be   deemed  final,  binding
and   conclusive    upon    Aladdin   Gaming   in   all  respects

                                4

<PAGE>

as  to  all  matters  reflected therein, unless  Aladdin  Gaming,
within  thirty  (30) days after the date any  such  statement  is
rendered,  shall  notify GE Capital in writing of  any  objection
which  Aladdin Gaming may have to any such statement,  describing
the  basis  for such objection with specificity.  In that  event,
only  those items expressly objected to in such notice  shall  be
deemed   to   be  disputed  by  Aladdin  Gaming.   GE   Capital's
determination,  based upon the facts available, of  any  disputed
item  shall  (absent  manifest  error)  be  final,  binding   and
conclusive on Aladdin Gaming.

     4.   TAXES.

           (a)   GENERAL.   Aladdin Gaming shall report  (to  the
extent  that  it  is legally permissible) and  pay  promptly  all
Collateral  Taxes  due, imposed, assessed or  levied  against  GE
Capital or Aladdin Gaming.  Aladdin Gaming shall (i) reimburse GE
Capital on an after-tax basis upon receipt of written request for
reimbursement for any such Collateral Taxes paid by  GE  Capital,
(ii)  on  request  of  GE Capital, submit to GE  Capital  written
evidence  of Aladdin Gaming's payment of Collateral Taxes,  (iii)
on all reports or returns show the ownership of the Collateral by
Aladdin Gaming, and (iv) send a copy thereof to GE Capital.

           (b)  CONTESTS.  If any claim shall be made against  GE
Capital  or  if  any  proceeding shall be  commenced  against  GE
Capital (including by written notice of such proceeding) for  any
Collateral  Taxes  which  Aladdin  Gaming  is  obligated  to  pay
pursuant  to  this  Section 4, or if GE Capital shall  reasonably
determine that any Collateral Taxes which Aladdin Gaming may have
an  obligation  to pay under this Section 4 may  be  payable,  GE
Capital  shall promptly (and in any event within 30 days)  notify
Aladdin  Gaming in writing (provided that failure  to  so  notify
shall not alter GE Capital's rights under Section 4 except to the
extent  (and then only to the extent that) such failure precludes
or  materially adversely affects the ability to conduct a contest
of  such  Collateral Taxes) and shall not take  any  action  with
respect  to such claim without written consent of Aladdin  Gaming
(and   such  consent  shall  not  be  unreasonably  withheld   or
unreasonably delayed) for 30 days after receipt of such notice by
Aladdin  Gaming; provided, however, that in the case of any  such
claim  or proceeding, if GE Capital shall be required by  law  or
regulation to take action prior to the end of such 30 day period,
GE  Capital  shall  in such notice to Aladdin Gaming,  so  inform
Aladdin  Gaming,  and GE Capital shall not take any  action  with
respect to such claim, proceeding or Collateral Taxes without the
consent of Aladdin Gaming (such consent shall not be unreasonably
withheld  or unreasonably delayed) for 10 days after the  receipt
of  such  notice  by Aladdin Gaming unless GE  Capital  shall  be
required by law or regulation to take action prior to the end  of
such 10 day period.

      Provided  that  no  Event of Default has  occurred  and  is
continuing, Aladdin Gaming shall be entitled for a period  of  30
days from receipt of such notice from GE Capital (or such shorter
period  as GE Capital has notified Aladdin Gaming is required  by
law  or  regulation for GE Capital to commence such contest),  to
request in writing that GE Capital contest the imposition of such
Collateral  Tax,  at  Aladdin  Gaming's  expense.   In  its  sole
discretion,  GE  Capital shall either (i)  control  the  contest,
acting  through counsel reasonably acceptable to Aladdin  Gaming,
or  (ii)  take all reasonable steps to enable Aladdin  Gaming  to
control the contest.

      The   party    controlling   the   contest   shall  consult
in  good  faith   with  the   other   party   and   its   counsel
with   respect    to    the   contest    of    such   claim   for
Collateral   Taxes    (or    claim    for    refund)    but   the

                                5

<PAGE>

decision regarding what actions to be taken shall be made by  the
controlling  party in its sole judgment; provided, however,  that
if  GE  Capital  is  the  controlling party  and  Aladdin  Gaming
recommends  the  acceptance of a settlement  offer  made  by  the
relevant  taxing authority and GE Capital rejects the  settlement
offer,  then the portion of the Collateral Taxes at issue in  the
claim  which are payable by Aladdin Gaming shall not  exceed  the
amount  which would have been owed if the settlement offer  would
have  been  accepted.  In addition, the controlling  party  shall
keep  the  noncontrolling party reasonably  informed  as  to  the
progress  of  the  contest and shall provide  the  noncontrolling
party with a copy of (or appropriate excepts from) any reports or
claims issued by the relevant taxing authority to the controlling
party thereof, in connection with such claim or contest thereof.

      Notwithstanding anything contained herein to the  contrary,
GE  Capital shall not be required to contest (and Aladdin  Gaming
shall  not be permitted to contest) a claim with respect  to  the
imposition of Collateral Taxes if GE Capital waives its right  to
payment  from Aladdin Gaming for such Collateral Taxes  (and  any
claim  with  respect to such year or any other taxable  year  the
contest of which is materially adversely affected as a result  of
such waiver).

           (c)  WITHHOLDING TAXES.  Any and all payments by or on
behalf  of  Aladdin Gaming hereunder or under any other Operative
Document,  shall be made free and clear of and without  deduction
for any and all present or future Taxes (other than Taxes imposed
by  any taxing authority which are imposed on or measured by  the
net income of, or which constitute franchise taxes imposed on, GE
Capital, any entity to which GE Capital assigns an interest under
this  Agreement or any Participant).  If Aladdin Gaming shall  be
required by law to deduct any Taxes from or in respect of any sum
payable  hereunder or under any other Operative  Document  to  GE
Capital,  (i)  the  sum  payable shall be  increased  as  may  be
necessary so that after making all required deductions (including
deductions  applicable  to additional  sums  payable  under  this
Section) GE Capital receives an amount equal to  the sum it would
have  received  had  no such deductions been made,  (ii)  Aladdin
Gaming shall make such deductions, and (iii) Aladdin Gaming shall
pay  the  full  amount deducted to the relevant taxing  or  other
authority in accordance with Applicable Law.

                Aladdin  Gaming  and GE Capital  acknowledge  and
agree  that  Aladdin Gaming shall have no obligation  under  this
Agreement to withhold and pay any sums to any taxing authority if
GE  Capital informs Aladdin Gaming that GE Capital believes  that
there   is   a   basis   to   challenge  the  withholding/payment
requirements that more likely than not would render  invalid  the
withholding/payment requirement.  Aladdin Gaming shall  have  the
right  to  contest  in  good faith the  imposition  of  any  such
withholding/payment requirement.

               GE Capital (including any party to whom GE Capital
assigns a portion of its interest under this Agreement),  or  any
Participant organized under the laws of a jurisdiction other than
the  United  States  or  a State thereof (for  purposes  of  this
Section  4, a "Non-US Lender") shall, prior to the date that  any
payment  is made by Aladdin Gaming pursuant to the terms of  this
Agreement or any other Operative Document (or in the case of  any
other  Person that becomes a party to this Agreement pursuant  to
Section   13    hereof,    before    it    becomes     a    party
hereto),    execute    and    deliver     to    Aladdin    Gaming
one   or  more   (as   Aladdin   Gaming   reasonably    requests)
(i)  United  States   Internal   Revenue    Service   Form   4224
or  Form  1001  or such other forms  or  documents  (or successor

                                6

<PAGE>

forms or documents), appropriately completed, certifying in  each
case  that  such  Non-US Lender is entitled to  receive  payments
hereunder  and  under  any  other  Operative  Documents   without
deduction  or  withholding of any United  States  Federal  income
taxes,  and (ii) applicable Internal Revenue Service Form W-8  or
Form  W-9 or successor applicable forms (if required by law),  as
the  case  may  be, to establish an exemption from United  States
backup withholding tax.  GE Capital (including any party to  whom
GE   Capital  assigns  a  portion  of  its  interest  under  this
Agreement), or any Participant which is organized under the  laws
of  the  United States or a State thereof (for purposes  of  this
Section 4, "US-Lenders") shall, prior to the date any payment  is
made by Aladdin Gaming pursuant to the terms of this Agreement or
other Operative Document (or in the case of any other Person that
becomes  a party to this Agreement pursuant to Section 13 hereof,
before it becomes a party hereto), execute and deliver to Aladdin
Gaming one or more copies (as Aladdin Gaming reasonably requests)
of  applicable  Internal Revenue Service Form  W-9  or  successor
applicable  forms (if required by law), as the case  may  be,  to
establish an exemption from United States backup withholding tax.

               Each Person which undertakes to deliver to Aladdin
Gaming  a Form 4224, Form 1001, Form W-8 or Form W-9 pursuant  to
the  preceding  paragraph shall further undertake to  deliver  to
Aladdin  Gaming two further copies of said Form 4224, Form  1001,
Form  W-8  or  Form  W-9  (if  required  by  law),  or  successor
applicable forms, or other manner of certification, as  the  case
may  be,  on or before the date that such form expires or becomes
obsolete  or after the occurrence of an event requiring a  change
in  the  most recent form delivered by it to Aladdin Gaming,  and
such   extensions  or  renewals  thereof  as  may  be  reasonably
requested  by Aladdin Gaming, certifying in the case  of  a  Form
4224  or  Form  1001  that  such Person is  entitled  to  receive
payments  hereunder  and  under  any  other  Operative  Documents
without  deduction  or withholding of any United  States  Federal
income  taxes,  unless in any case an event  (including,  without
limitation, any change in treaty, law or regulation) has occurred
prior  to  the  date  on which such delivery would  otherwise  be
required  which  renders all forms inapplicable  or  which  would
prevent such Person from duly completing and delivering any  such
form  with  respect to it and such Person advises Aladdin  Gaming
that  it  is  not  capable  of  receiving  payments  without  any
deduction or withholding of United States Federal income tax, and
in  the case of a Form W-8 or Form W-9, establishing an exemption
from backup withholding.

           (d)   REFUNDS.  If GE Capital subsequently realizes  a
refund (or credit in lieu of a refund) of any Tax previously paid
by Aladdin Gaming and for which Aladdin Gaming has indemnified GE
Capital pursuant to this Section, if no Event of Default has then
occurred and is continuing GE Capital shall promptly, and to  the
extent permitted by Applicable Law, pay to Aladdin Gaming the net
amount  of  any such refund or credit after deducting  taxes  and
expenses  attributable thereto.  GE Capital agrees to  take  such
action  as Aladdin Gaming may reasonably request and to otherwise
act  in good faith to claim such refunds and credits, and to take
such  other  actions as Aladdin Gaming may reasonably request  to
minimize  net payments due from Aladdin Gaming pursuant  to  this
Section 4.

     5.   CAPITAL ADEQUACY; INCREASED COSTS; ETC.

           (a)  LIBOR RATE LENDING UNLAWFUL.  If GE Capital shall
determine  (which  determination shall, upon  notice  thereof  to
Aladdin    Gaming,   be   conclusive   and   binding)   that  the
introduction   of     or    any    change    in    or    in   the
interpretation  of  any  law  makes  it  unlawful, or any central

                                7

<PAGE>

bank or other Governmental Authority asserts that it is unlawful,
for  GE Capital to make, continue or maintain any Funding as,  or
to   convert  any  Funding  into,  a  LIBOR  Rate  Funding,   the
obligations of GE Capital to make, continue, maintain or  convert
any  such  LIBOR  Rate  Funding shall, upon  such  determination,
forthwith  be  suspended until GE Capital  shall  notify  Aladdin
Gaming  that the circumstances causing such suspension no  longer
exist, and the interest rate then applicable automatically  shall
change  to the interest rate specified in Section 2(b)(2) hereof,
at  the  end  of the then current Interest Periods  with  respect
thereto, or sooner, if required by such law or assertion.

           (b)   DEPOSITS UNAVAILABLE.  If GE Capital shall  have
determined that:

                (1)   Dollar deposits in the relevant amount  and
for  the relevant Interest Period are not available to GE Capital
in its relevant market; or

                (2)   by  reason  of circumstances  affecting  GE
Capital's  relevant  market, adequate  means  do  not  exist  for
ascertaining the interest rate applicable hereunder to LIBOR Rate
Fundings;

then,  upon  notice  from  GE  Capital  to  Aladdin  Gaming,  the
obligations of GE Capital to make or continue any Fundings as, or
to convert any Fundings into, LIBOR Rate Fundings shall forthwith
be  suspended until GE Capital shall notify Aladdin  Gaming  that
the circumstances causing such suspension no longer exist.

           (c)   INCREASED LIBOR RATE COSTS, ETC. Aladdin  Gaming
agrees to reimburse GE Capital for any increase in the cost to GE
Capital  of, or any reduction in the amount of any sum receivable
by  GE  Capital in respect of, making, continuing or  maintaining
(or of its obligation to make, continue or maintain) any Fundings
as,  or  of  converting  (or of its obligation  to  convert)  any
Fundings into, LIBOR Rate Fundings that arises in connection with
any  change  in,  or  the introduction, adoption,  effectiveness,
interpretation,  reinterpretation  or  phase-in  after  the  date
hereof  of, any law or regulation, directive, guideline, decision
or request (whether or not having the force of law) of any court,
central  bank, regulator or other Governmental Authority,  except
for  such  changes  with respect to increased capital  costs  and
taxes  which  are  governed by Sections  5(e)  and  4(b)  hereof,
respectively.  GE Capital shall promptly notify Aladdin Gaming in
writing  of  the  occurrence of any such event,  such  notice  to
state,  in  reasonable  detail,  the  reasons  therefor  and  the
additional  amount required fully to compensate  GE  Capital  for
such  increased cost or reduced amount.  Such additional  amounts
shall  be payable by Aladdin Gaming directly to GE Capital within
five  (5)  days  of its receipt of such notice, and  such  notice
shall,  in  the  absence  of manifest error,  be  conclusive  and
binding on Aladdin Gaming.

      Without  limiting the foregoing, in the event  that,  as  a
result  of  any such change, introduction, adoption or  the  like
described  above, the LIBOR Reserve Percentage decreases  for  GE
Capital's  LIBOR  Rate  Fundings, GE Capital  shall  give  prompt
notice  thereof in writing to Aladdin Gaming.  On the  fifth  day
following  delivery of such notice, the 30-Day  LIBOR  or  90-Day
LIBOR  attributable to GE Capital's LIBOR Rate Fundings shall  be
adjusted to give Aladdin Gaming the benefit of such decrease (for
so long as such decrease shall remain in effect).

                                8

<PAGE>

           (d)   FUNDING  LOSSES.  In the event GE Capital  shall
incur any loss or expense (including any loss or expense incurred
by reason of the liquidation or reemployment of deposits or other
funds  acquired by GE Capital to make, continue or  maintain  any
portion  of the principal amount of any Funding as, or to convert
any  portion of the principal amount of any Funding into, a LIBOR
Rate Funding) as a result of:

                (1)  any conversion or repayment or prepayment of
the  principal amount of any LIBOR Rate Fundings on a date  other
than  the  scheduled last day of the Interest  Period  applicable
thereto, whether pursuant to Section 3(e) hereof or otherwise; or

                (2)   any  Fundings not being made as LIBOR  Rate
Fundings in accordance with Aladdin Gaming's request therefor;

then,  upon  the written notice of GE Capital to Aladdin  Gaming,
Aladdin  Gaming  shall,  within five  (5)  days  of  its  receipt
thereof, pay directly to GE Capital such amount as will  (in  the
reasonable determination of GE Capital ) reimburse GE Capital for
such  loss or expense.  Such written notice (which shall  include
calculations  in  reasonable detail) shall,  in  the  absence  of
manifest error, be conclusive and binding on Aladdin Gaming.

          (e)  INCREASED CAPITAL COSTS.  If any change in, or the
introduction,     adoption,    effectiveness,     interpretation,
reinterpretation   or  phase-in  of,  any  law   or   regulation,
directive, guideline, decision or request (whether or not  having
the  force of law) of any court, central bank, regulator or other
Governmental  Authority affects or would  affect  the  amount  of
capital  required or expected to be maintained by GE  Capital  or
any  Person controlling GE Capital, and GE Capital determines (in
good faith but in its sole and absolute discretion) that the rate
of  return  on  its or such  controlling Person's  capital  as  a
consequence of the Commitment or the Fundings made by GE  Capital
is  reduced  to  a  level below that which  GE  Capital  or  such
controlling Person could have achieved but for the occurrence  of
any  such  circumstance, then, in any such case upon notice  from
time  to  time  by GE Capital to Aladdin Gaming,  Aladdin  Gaming
shall  immediately pay directly to GE Capital additional  amounts
sufficient  to  compensate GE Capital or such controlling  Person
for  such  reduction  in rate of return.     A  statement  of  GE
Capital  as  to any such additional amount or amounts  (including
calculations thereof in reasonable detail) shall, in the  absence
of  manifest error, be conclusive and binding on Aladdin  Gaming.
In  determining  such amount, GE Capital may use  any  method  of
averaging  and  attribution that it (in  its  sole  and  absolute
discretion) shall deem applicable.

           (f)   PARTICIPANTS.  In this Section 5, each reference
to  GE Capital shall be deemed to include reference to GE Capital
and  each  Participant, and all determinations pursuant  to  this
Section  5  shall  be  made  by  GE  Capital  and  each  affected
Participant.

      6.    SECURITY INTEREST IN THE COLLATERAL.  To  secure  the
prompt and complete payment, performance and observance of all of
the  Obligations,  and to induce GE Capital to  enter  into  this
Agreement  and  to  make the Fundings hereunder,  Aladdin  Gaming
hereby grants to GE Capital a first priority security interest in
all  of  Aladdin Gaming's right, title and interest  in,  to  and
under the following, whether now owned or hereafter acquired, and
wherever located: (a) the Equipment leased under and described on
the   Equipment    Schedules;    (b)    the    Gaming   Equipment

                                9

<PAGE>

described   on  the  Collateral  Schedules;  (c)  all  additions,
attachments,   accessories  and  accessions  thereto,   and   all
substitutions,  replacements or exchange therefor;  and  (d)  all
Proceeds thereof; provided, however, that the foregoing grant  of
security interest shall not cover, create a security interest  in
or  attach  to any income generated by the property described  in
clauses (a) through (c) above except to the extent resulting from
the disposition of such property.

     7.   CONDITIONS PRECEDENT.

             (a)     CONDITIONS    TO   THE   INITIAL    FUNDING.
Notwithstanding any other provision of this Agreement, GE Capital
shall  not be obligated to make any Funding or to take,  fulfill,
or  perform  any  other  action hereunder,  until  the  following
conditions have been fulfilled to the reasonable satisfaction  of
GE Capital:

               (1)  This Agreement and the Master Lease Agreement
or  counterparts thereof, and the Term Loan Note, shall have been
duly executed by, and delivered to, Aladdin Gaming and GE Capital
on or before June 30, 1998 (the "Closing Date").

               (2)  GE Capital shall have received the documents,
instruments,   certificates,  opinions,  agreements   and   other
materials  listed  in the Schedule of Documents attached  hereto,
each in form and substance satisfactory to GE Capital.

                (3)   Aladdin Gaming shall have obtained consents
and   acknowledgments   of  all  Persons   whose   consents   and
acknowledgments are required, including, but not limited to,  all
requisite  Governmental Authorities, to  the  terms  and  to  the
execution and delivery, of this Agreement and the other Operative
Documents  and the consummation of the transactions  contemplated
hereby  and thereby, including (without limitation) all  permits,
licenses and similar governmental authorizations then required to
have  been  obtained  in  connection  with  the  development  and
construction  of  the  Aladdin Hotel and Casino,  and  any  other
required  permits, licenses or governmental authorizations  which
have  not then been obtained other than Gaming Licenses are of  a
type  that are routinely granted on application and no  facts  or
circumstances exist which indicate that any such required permit,
license   or  governmental  authorization  will  not  be   timely
obtainable by Aladdin Gaming without material difficulty, expense
or  delay  prior  to the time that it is required  to  have  been
obtained; and the Aladdin Hotel and Casino shall be in compliance
with any and all applicable gaming and regulatory requirements.

                (4)   Insurance certificates evidencing that  the
insurance  policies provided for in Section  8(jj)  are  in  full
force  and effect, showing loss payable and/or additional insured
clauses  or endorsements, as appropriate, in favor of GE Capital,
in form and substance satisfactory to GE Capital.

                (5)  Payment by Aladdin Gaming to GE Capital,  as
the  case  may  be, of all Fees, costs, and expenses  of  closing
(including  reasonable  fees  and  expenses  of  consultants  and
counsel to GE Capital presented as of the Closing Date).

                               10

<PAGE>

                (6)   Except as disclosed in Item 7(a)(6) in  the
Disclosure Schedule, no action, proceeding, investigation, regula
tion  or  legislation shall have been instituted,  threatened  or
proposed  before  any court, governmental agency  or  legislative
body  to  enjoin, restrain or prohibit, or to obtain  damages  in
respect  of,  or  which  is related to  or  arises  out  of  this
Agreement or any of the other Operative Documents or the consumma
tion  of  the  transactions contemplated hereby and  thereby,  or
would  reasonably be expected to have a Material Adverse  Effect,
on  the  Aladdin Hotel and Casino, or on the financial condition,
operations, assets, business, properties or prospects of  Aladdin
Gaming,  London  Clubs International PLC ("LCI"), Aladdin  Bazaar
Holdings,  LLC  ("Bazaar Holdings"), or Aladdin Gaming  Holdings,
LLC  ("Holdings"),   and  which, in GE Capital?s  sole  judgment,
would   make   it  inadvisable  to  consummate  the  transactions
contemplated  by  this Agreement or any of  the  other  Operative
Documents.

                (7)   GE Capital shall be satisfied, in its  sole
judgment,  with  the corporate, capital (debt and  equity),  tax,
legal  and  management  structure of Aladdin  Gaming,  the  final
sources and uses of funds to be used to construct and operate the
Aladdin  Hotel and Casino, and shall be satisfied,  in  its  sole
judgment exercised reasonably, with the nature and status of  all
contractual obligations, securities, labor, tax, ERISA,  employee
benefit, environmental, health and safety matters, in each  case,
involving  or affecting Aladdin Gaming or the Aladdin  Hotel  and
Casino.

                (8)   That certain senior credit facility in  the
amount  of $410,000,000 (the "Senior Credit Facility"),  pursuant
to the Senior Credit Agreement, shall be in full force and effect
and no Event of Default (as defined therein) or event which, with
the  giving of notice or the lapse of time, or both, would become
an  Event of Default thereunder shall then have occurred  and  be
continuing.

                (9)   Aladdin Gaming shall have received  a  cash
equity  contribution from Holdings of $107,000,000,  accomplished
by  the  sale of Membership Interests of Aladdin Gaming,  on  the
terms   and  conditions  contained  in  the  Holdings'   offering
memorandum dated February 18, 1998 (the "Offering Memorandum").

                (10)  LCI  shall have contributed $50,000,000  to
Holdings, which shall then have contributed $50,000,000  in  cash
equity  to  Aladdin Gaming, on the terms and conditions contained
in the Offering Memorandum.

               (11) Aladdin Gaming shall have contributed land as
equity  in  the amount of $75,500,000, in the Aladdin  Hotel  and
Casino,  on  the terms and conditions contained in  the  Offering
Memorandum.

                (12)  The  Keep-Well Agreement, the  Guaranty  of
Performance  and Completion, and the Guaranty of Performance  and
Completion  (Noteholders), shall be  in  full  force  and  effect
(provided,  however, that it is acknowledged that GE  Capital  is
not  a  direct beneficiary thereof and has no rights with respect
thereto,  including  no right to bring a  cause  of  action  with
respect thereto).

                               11

<PAGE>

                (13)  Execution of an Intercreditor Agreement  in
substantially the form attached hereto as Exhibit No. 4, among GE
Capital  and  the  lenders  with respect  to  the  Senior  Credit
Facility.

                (14)  A  certificate  in substantially  the  form
attached hereto as Exhibit No. 5, signed by an officer of Aladdin
Gaming,  certifying  that  the funds then  available  to  Aladdin
Gaming  from all sources shall be sufficient to pay all remaining
costs   anticipated  to  be  incurred  in  connection  with   the
completion  of  the Aladdin Hotel and Casino, including  (without
limitation) interest payments, Interim Rent and Fees  due  to  GE
Capital with respect to the Facilities during the Interim Funding
Period.

                 (15)   The  transaction  contemplated  by   this
Agreement  and the other Operative Documents  shall  not  violate
any  law,  governmental  rule or regulation,  including  (without
limitation)  Regulation T, Regulation U or Regulation  X  of  the
Board of Governors of the Federal Reserve System.

                (16)  There  shall have been no material  adverse
change  in  the  financial  condition,  business,  properties  or
prospects  of Aladdin Gaming, Holdings or LCI since the  date  of
their  most recent audited financial statements delivered  to  GE
Capital.

                (17)      The Construction Consultant shall  have
been  engaged  pursuant to the engagement letter in substantially
the  form attached hereto as Exhibit No. 6, and GE Capital  shall
have  been authorized by the Construction Consultant to  rely  on
the reports of the Construction Consultant.

                (18)      The Construction Consultant shall  have
certified  that  the Construction Completion Date  is  reasonably
anticipated to occur not more than six (6) months after the  date
on which the initial Funding is to be made hereunder.

                (19) Aladdin Gaming and Holdings shall satisfy in
all  material respects the conditions precedent as set  forth  in
Section 3.1 of the Disbursement Agreement.

                (20) GE Capital shall have received prior to  the
Closing  Date,  with  counterparts for each Participant,  audited
financial statements of each of Aladdin Gaming, Holdings and LCI,
in  each case as at December 31, 1997, except in the case of  LCI
which audited financial statements shall have been prepared as at
March 30, 1997.

           (b)  FURTHER CONDITIONS TO EACH FUNDING .  It shall be
a  further  condition  to the funding of  the  initial  and  each
subsequent Funding that the following statements shall be true on
the date of each such funding, advance or occurrence, as the case
may be:

                 (1)    Aladdin   Gaming's  representations   and
warranties contained herein or in any of the Operative  Documents
shall  be true and correct on and as of the Closing Date and  the
date   on   which  each  such  Funding   is   made,   as   though
made   on    or    incurred    on    and    as   of   such  date,

                               12

<PAGE>

except  to  the extent that any such representation  or  warranty
expressly  relates  to  an earlier date and  except  for  changes
therein permitted or contemplated by this Agreement.

                 (2)   No  event  shall  have  occurred  and   be
continuing, or would result from the making of any Funding  which
constitutes an Event of Default or event which, with  the  giving
of  notice  or  the lapse of time, or both, would  constitute  an
Event of Default.

                (3)   Each of the conditions specified in Section
7(a)  hereof shall have been, and shall continue to be, satisfied
on and as of the date of each subsequent Funding.

               (4)  Aladdin Gaming shall have timely delivered to
GE  Capital the written election of the applicable interest rate,
pursuant to Section 2(d) hereof.

                (5)   Not  less  than fifteen (15) Business  Days
before  the  date  on which the Funding is to  be  made,  Aladdin
Gaming  shall  have  delivered to GE  Capital  a  written  notice
requesting the Funding, specifying the amount of the Funding  and
the  date  on which the Funding is to be made (provided, however,
that  Fundings  shall not be made more frequently than  once  per
calendar  month), and identifying the Collateral as to which  the
Funding  is to be made on such date, including fixed asset  lists
with  complete  descriptions of the Collateral, to  include  make
(manufacturer), model number, serial numbers (if available),  and
original  cost  breakdown;  together  with  purchase  orders  and
invoices, and evidence of delivery of such Collateral to  Aladdin
Gaming.

                (6)  With respect to each Funding under the Lease
Facility,  Aladdin Gaming shall have delivered to GE  Capital  an
executed Equipment Schedule and related documents relating to the
Funding to be made on such date.

                (7)   With respect to each Funding under the Term
Loan  Facility, Aladdin Gaming shall have delivered to GE Capital
an  executed  Collateral Schedule relating to the Funding  to  be
made on such date.

                (8)   Aladdin Gaming shall have delivered  to  GE
Capital  a certificate in substantially the form attached  hereto
as  Exhibit  No.  7,  signed  by an officer  of  Aladdin  Gaming,
certifying  that  all  representations  and  warranties  made  by
Aladdin  Gaming  in  this Agreement and in  the  other  Operative
Documents are reaffirmed in full as of the date of such  Funding,
without  material  modification  from  such  representations  and
warranties as originally made.

The  request and acceptance by Aladdin Gaming of the proceeds  of
any Funding shall be deemed to constitute, as of the date of such
request  or  acceptance,  (i) a representation  and  warranty  by
Aladdin  Gaming  that the conditions in this  Section  have  been
satisfied,  and  (ii)  a confirmation by Aladdin  Gaming  of  the
granting  and continuance of GE Capital?s Liens pursuant  to  the
Operative Documents.

                               13

<PAGE>

     8.   REPRESENTATIONS AND WARRANTIES.

           To  induce  GE  Capital to enter into this  Agreement,
Aladdin Gaming represents and warrants to GE Capital that:

           (a)   ORGANIZATION,  ETC.   Each  of  Aladdin  Gaming,
Holdings, LCNI and the Trust, are validly organized and  existing
and  in good standing under the laws of the state or jurisdiction
of  its organization, is duly qualified to do business and is  in
good  standing  in  each jurisdiction where  the  nature  of  its
business requires such qualification and where failure to  do  so
would  have  a  Material Adverse Effect; and has full  power  and
authority and holds all requisite governmental licenses,  permits
and  other  approvals to enter into and perform  its  Obligations
under this Agreement and each of the other Operative Documents to
which  it  is a party and to own, hold and, if applicable,  lease
its  property  and  to  conduct  its  business  substantially  as
currently  conducted  by it the absence of  which  would  have  a
Material  Adverse Effect; provided however, that the  failure  of
Aladdin  Gaming  to be in good standing in the  State  of  Nevada
shall be deemed to have a Material Adverse Effect on it.

           (b)   DUE AUTHORIZATION, NON-CONTRAVENTION, ETC.   The
execution,  delivery and performance by Aladdin  Gaming  of  this
Agreement and each of the other Operative Documents to  which  it
is   a  Party,  and  participation  by  Aladdin  Gaming  in   the
consummation  of  all  aspects  of  the  Transaction,   and   the
execution,  delivery  and performance by Aladdin  Gaming  of  the
other  agreements executed and delivered in connection  with  the
Transaction are in each case within Aladdin Gaming's powers, have
been duly authorized by all necessary action, and do not

                (1)   contravene Aladdin Gaming's  Organizational
Documents;

                 (2)    contravene  any  contractual  restriction
binding on or affecting Aladdin Gaming which contravention  would
have a Material Adverse Effect;

                (3)   contravene  (i) any court decree  or  order
binding  on  or  affecting  Aladdin Gaming,  or  (ii)  any  Legal
Requirement binding on or affecting Aladdin Gaming; or

                (4)   result  in,  or  require  the  creation  or
imposition  of,  any  Lien on any of Aladdin Gaming's  properties
(except as expressly permitted by this Agreement).

            (c)    GOVERNMENT  APPROVAL,  REGULATION,  ETC.    No
authorization or approval or other action by, and no notice to or
filing  with,  any Governmental Authority or other Person  (other
than  those that have been, or on the Closing Date will be,  duly
obtained  or made and which are, or on the Closing Date will  be,
in full force and effect and except for filings and registrations
of any UCC financing statements necessary to perfect GE Capital's
security  interest  in the Collateral) is required  for  the  due
execution,  delivery  or performance by Aladdin  Gaming  of  this
Agreement  and  any other Operative Document to  which  it  is  a
party,  or  the consummation of the Transaction (except  for  the
licenses and approvals required under Nevada Gaming Laws).

           (d)   VALIDITY,  ETC.  This Agreement and  each  other
Operative  Document executed by Aladdin Gaming will, on  the  due
execution  and delivery thereof, constitute, the legal, valid and

                               14

<PAGE>

binding   obligations  of  Aladdin  Gaming,  enforceable  against
Aladdin  Gaming  in accordance with their respective  terms;  and
each other Operative Document executed by Aladdin Gaming will, on
the  due  execution  and  delivery  thereof  by  Aladdin  Gaming,
constitute  the  legal, valid and binding obligation  of  Aladdin
Gaming enforceable against Aladdin Gaming in accordance with  its
terms  (except, in any case above, as such enforceability may  be
limited  by applicable bankruptcy, insolvency, reorganization  or
similar  laws  affecting  creditors'  rights  generally  and   by
principles of equity).

           (e)   FINANCIAL INFORMATION.  The financial statements
of  Aladdin  Gaming, Holdings and LCNI furnished  to  GE  Capital
pursuant  to  Section  7(a)(20)  hereof  have  been  prepared  in
accordance with GAAP consistently applied, and present fairly the
financial  condition of the Persons covered  thereby  as  at  the
dates thereof and the results of their operations for the periods
then  ended.   All balance sheets, all statements of  operations,
equity amounts, cash flow and all other financial information  of
Aladdin  Gaming, Holdings and LCNI  furnished pursuant to Section
10(a) hereof have been and will for periods following the Closing
Date  be  prepared in accordance with GAAP consistently  applied,
and  do  or  will present fairly the financial condition  of  the
Persons  covered thereby as at the dates thereof and the  results
of  their  operations  for the periods then  ended,  except  that
quarterly   financial  statements  need  not   include   footnote
disclosure  and  may be subject to ordinary year-end  adjustment.
Aladdin  Gaming represents that (1) all factual information  that
has  been or will be made available to GE Capital by or on behalf
of  Aladdin  Gaming,  Holdings and LCNI   is  or  will  be,  when
furnished, complete and correct in all material respects and does
not or will not, when furnished, contain any untrue statement  of
a  material  fact or omit to state a material fact  necessary  in
order  to  make  the statements contained therein not  materially
misleading  in  light  of  the  circumstances  under  which  such
statements  are made, and (2) the projections that have  been  or
will  be  made available to GE Capital by or on behalf of Aladdin
Gaming,  Holdings and LCNI have been or will be prepared in  good
faith based upon reasonable assumptions.

           (f)   NO MATERIAL ADVERSE CHANGE.  No material adverse
change  in  (1)  the  financial  condition,  business,  property,
prospects or ability of Aladdin Gaming to perform in all material
respects its obligations under any Operative Document to which it
is  a  party or (2) the financial condition, business,  property,
prospects  and ability of Holdings, LCNI or the Trust to  perform
in  all  material respects its obligations under any  Transaction
Document  to which it is a party has occurred since the  date  of
the  financial  statements of such Person delivered  pursuant  to
Section 7(a)(20) hereof.

          (g)  LITIGATION, LABOR CONTROVERSIES, ETC.  There is no
pending   material  litigation,  action,  proceeding,  or   labor
controversy which could reasonably be expected to have a Material
Adverse Effect or which purports to affect the legality, validity
or  enforceability  of  this Agreement  or  any  other  Operative
Document,  except  as disclosed in Item 8(g)  of  the  Disclosure
Schedule.

          (h)  SUBSIDIARIES.  The Subsidiaries of Aladdin Gaming,
Holdings  and LCNI are identified in Item 8(h) of the  Disclosure
Schedule.

           (i)   OWNERSHIP OF PROPERTIES.  Aladdin Gaming (x)  in
the  case  of  owned real property, has good and  marketable  fee
title  to,  and  (y) in the case of leased real  property,  holds
valid  and enforceable leasehold interests in, all of such  owned
or   lease    real    property,    as    the    case    may   be,

                               15

<PAGE>

free  and  clear in each case of all Liens or claims, except  for
Liens  permitted pursuant to Section 11(c) hereof and  where  the
failure  to own or hold such title, as the case may be, will  not
have a Material Adverse Effect.  Except as permitted pursuant  to
Section  8(m) hereof or Section 11(c) hereof, Aladdin Gaming  (x)
in  the case of owned personal property, has good and valid title
to,  and (y) in the case of leased personal property, holds valid
and  enforceable  leasehold interests in, all  of  such  material
personal properties and assets, tangible and intangible,  of  any
nature  whatsoever, free and clear in each case of all  Liens  or
claims,  except  for Liens permitted pursuant  to  Section  11(c)
hereof,  or where the failure to own or hold such title will  not
have a Material Adverse Effect.

           (j)  TAXES.  (1) Each of Aladdin Gaming, Holdings  and
LCNI  has  filed,  or caused to be filed, all  material  tax  and
informational returns that are required to have been filed by  it
in  any jurisdiction, and has paid all material Taxes shown to be
due  and  payable  on  such  returns  and  all  other  taxes  and
assessments payable by it, to the extent the same have become due
and payable (other than those Taxes (i) that it is contesting  in
good   faith  and  by  appropriate  proceedings,  with  adequate,
segregated  reserves  established for such  Taxes  or  (ii)  with
respect to which failure to pay the same could not reasonably  be
expected  to  have  a Material Adverse Effect or  to  impair  the
interest of GE Capital in the Collateral) and, to the extent such
Taxes   are  not  due,  has  established  reserves  therefor   by
allocating, in the Trade Detail Report, amounts that are adequate
for the payment thereof and are required by GAAP.

                (2)  None of Aladdin Gaming, Holdings or LCNI has
incurred  any material Tax liability in connection with the  Main
Project  or the other transactions contemplated by the  Operative
Documents  which  has  not  been disclosed  in  writing  to,  and
approved by, GE Capital, except as set forth in Item 8(j) of  the
Disclosure Schedule.

           (k)   PENSION  AND WELFARE PLANS.  During  the  twelve
consecutive month period prior to the Closing Date and  prior  to
the  date  of any Funding hereunder, no steps have been taken  to
terminate  any  Pension  Plan, and no  contribution  failure  has
occurred with respect to any Pension Plan sufficient to give rise
to  a Lien under Section 302(f) of ERISA.  No condition exists or
event  or  transaction has occurred with respect to  any  Pension
Plan  which might result in the incurrence by Aladdin  Gaming  or
any  member  of  the Controlled Group of any material  liability,
fine  or  penalty.  Except  as disclosed  in  Item  8(k)  in  the
Disclosure Schedule neither Aladdin Gaming nor any member of  the
Controlled Group has any Contingent Liability with respect to any
post-retirement  benefit  under  a  Welfare  Plan,   other   than
liability for continuation coverage described in Part 6 of  Title
I of ERISA.

           (l)  ENVIRONMENTAL WARRANTIES.  Except as set forth in
Item 8(l) in the Disclosure Schedule:

                 (1)   all  facilities  and  property  (including
underlying  groundwater)  owned  or  leased  by  Aladdin  Gaming,
Aladdin Bazaar and Aladdin Music have been, and continue  to  be,
owned  or  leased by such Person in material compliance with  all
Environmental Laws;

                (2)   there have been no past, and there  are  no
pending or threatened

                               16

<PAGE>

                     (i)  claims, complaints, notices or requests
for  information  received by Aladdin Gaming, Aladdin  Bazaar  or
Aladdin  Music  with  respect to any  alleged  violation  of  any
Environmental Law, or

                    (ii)      complaints, notices or inquiries to
Aladdin   Gaming,  Aladdin  Bazaar  or  Aladdin  Music  regarding
potential liability under any Environmental Law;

                (3)   there  have been no Releases  of  Hazardous
Substances  at, on or under any property now or previously  owned
or  leased  by  Aladdin Gaming, Aladdin Bazaar or  Aladdin  Music
that,  singly  or  in the aggregate, have, or may  reasonably  be
expected to have, a Material Adverse Effect;

                (4)   Aladdin Gaming, Aladdin Bazaar and  Aladdin
Music  have been issued and are in material compliance  with  all
permits,    certificates,   approvals,   licenses    and    other
authorizations relating to environmental matters and necessary or
desirable for their businesses;

                (5)   to  the  Knowledge of  Aladdin  Gaming,  no
property  now  or  previously owned or leased by Aladdin  Gaming,
Aladdin  Bazaar or AMH, is listed or proposed for  listing  (with
respect  to owned property only) on the National Priorities  List
pursuant  to CERCLA, on the CERCLIS or on any similar state  list
of sites requiring investigation or clean-up;

                (6)   there  are  no underground  storage  tanks,
active  or  abandoned, including petroleum storage tanks,  on  or
under  any property now or previously owned or leased by  Aladdin
Gaming,  Aladdin Bazaar or Aladdin Music that, singly or  in  the
aggregate,  have,  or  may reasonably  be  expected  to  have,  a
Material Adverse Effect;

                (7)   neither Aladdin Gaming, Aladdin Bazaar  nor
Aladdin  Music has directly transported or directly arranged  for
the  transportation of any Hazardous Substances to  any  location
which   is  listed  or  proposed  for  listing  on  the  National
Priorities  List  pursuant to CERCLA, on the CERCLIS  or  on  any
similar  state list or which is the subject of federal, state  or
local enforcement actions or other investigations which may  lead
to  material  claims against Aladdin Gaming,  Aladdin  Bazaar  or
Aladdin  Music for any remedial work, damage to natural resources
or personal injury, including claims under CERCLA;

                (8)   there  are no polychlorinated biphenyls  or
friable asbestos present at any property now or previously  owned
or  leased  by  Aladdin Gaming, Aladdin Bazaar or  Aladdin  Music
that,  singly  or  in the aggregate, have, or may  reasonably  be
expected to have, a Material Adverse Effect; and

                (9)   no  conditions exist at, on  or  under  any
property  now  or  previously owned or leased by Aladdin  Gaming,
Aladdin Bazaar or Aladdin Music which, with the passage of  time,
or  the  giving of notice or both, would give rise  to  liability
under any Environmental Law.

           (m)   INTELLECTUAL PROPERTY.  Aladdin Gaming, Holdings
and  LCNI  owns or licenses (as the case may be) or will  own  or
hold  licenses  for  all such patents, patent rights, trademarks,

                               17

<PAGE>

trademark rights, trade names, trade name rights, service  marks,
service  mark  rights and copyrights as Aladdin Gaming  considers
necessary  for  the conduct of the businesses of  Aladdin  Gaming
without,  to  the  Knowledge of Aladdin Gaming, any  Infringement
upon  rights of other Persons, in each case except as  could  not
reasonably be expected to individually or in the aggregate result
in  a  Material Adverse Effect and there is no individual patent,
patent right, trademark, trademark right, trade name, trade  name
right, service mark, service mark right or copyright the loss  of
which  would  result  in a Material Adverse  Effect,  on  Aladdin
Gaming, Holdings or LCNI, except as may be disclosed in Item 8(m)
in the Disclosure Schedule.

           (n)   REGULATIONS  U AND X.  Neither  Aladdin  Gaming,
Holdings  or LCNI is engaged in the business of extending  credit
for  the purpose of purchasing or carrying margin stock,  and  no
proceeds of any Fundings will be used to purchase or carry margin
stock  or  otherwise for a purpose which violates,  or  would  be
inconsistent  with, F.R.S. Board Regulation U  or  X.  Terms  for
which meanings are provided in F.R.S. Board Regulation U or X  or
any  regulations substituted therefor, as from time  to  time  in
effect, are used in this Section with such meanings.

           (o)   ACCURACY  OF INFORMATION.  None of  the  factual
information, taken as a whole (including the factual  information
set forth in the Discount Note Offering Circular), heretofore  or
contemporaneously  furnished by or on behalf of  Aladdin  Gaming,
Holdings  or LCI in writing to GE Capital for purposes of  or  in
connection  with  this Agreement or any transaction  contemplated
hereby  or  with  respect to the Transaction (true  and  complete
copies  of which were furnished to GE Capital in connection  with
its execution and delivery hereof), contains any untrue statement
of  a  material fact, and none of the other factual  information,
taken  as  a whole, hereafter furnished in connection  with  this
Agreement  or  any  other Operative Document by  Aladdin  Gaming,
Holdings  or LCI to GE Capital will contain any untrue  statement
of  a  material  fact on the date as of which  such  information,
taken  as  a whole, is dated or certified and, as of the  Closing
Date,  the  information  delivered  prior  thereto  (unless  such
information specifically relates to a prior date) does  not,  and
the  factual  information, taken as a whole, hereafter  furnished
shall  not on the date as of which such information is  dated  or
certified, omit to state any material fact necessary to make such
information, taken as a whole, not misleading.

           (p)   EXISTING DEFAULTS.  There is no Default or Event
of  Default which has occurred and is continuing under any of the
Transaction Documents.

           (q)   CONTINGENT LIABILITIES.  None of Aladdin Gaming,
Holdings  or  LCNI  has  any material Contingent  Liabilities  in
respect of Indebtedness (excluding, however, Indebtedness of  the
nature  referred to in clause (d) of the definition  thereof)  or
obligations except those authorized under or contemplated by  the
Transaction Documents and not prohibited by this Agreement.

           (r)   BUSINESS, DEBT, CONTRACTS, ETC.  None of Aladdin
Gaming,  Holdings or LCNI has conducted any business  other  than
the business contemplated by the Transaction Documents.  None  of
Aladdin Gaming, Holdings or LCNI has any outstanding Indebtedness
other  than Indebtedness incurred under the Transaction Documents
or permitted under the Transaction Documents or liabilities other
than   those  incurred  under  the   Transaction   Documents   or
permitted  under   the  Transaction   Documents,  and  is  not  a
party   to    or   bound   by   any   contract   other   than  as

                               18

<PAGE>

contemplated by the Transaction Documents to which such Person is
a party or permitted under the Transaction  Documents.

          (s)  REPRESENTATIONS AND WARRANTIES.  As of the Closing
Date  (in  each case except to the extent related to a  different
date),  all  representations and warranties  of  Aladdin  Gaming,
Holdings, LCNI and the Trust and, to the best of Aladdin Gaming's
Knowledge,  the Design/Builder, Fluor, the Architect  of  Record,
and each other Major Contractor and each other Person (other than
Aladdin Gaming) to a Material Main Project Document contained  in
the  Transaction Documents are true and correct in  all  material
respects  (unless the failure of such representation or  warranty
could  not  reasonably  be expected to have  a  Material  Adverse
Effect)   and   Aladdin   Gaming  hereby   confirms   each   such
representation and warranty made by it with the same effect as if
set forth in full herein.

           (t)   IN BALANCE REQUIREMENT.  As of the date of  each
Funding the Main Project Budget shall be In Balance.

           (u)  MAIN PROJECT BUDGET.  The Main Project Budget (1)
is  consistent with the provisions of the Operative Documents  in
all  material respects, (2) has been and will be prepared in good
faith and with due care, (3) sets forth, for each Line Item,  the
total  Main  Project Costs which are anticipated to  be  incurred
through  Final  Completion,  and (4)  fairly  represents  Aladdin
Gaming's expectation as to the matters covered thereby. The  Main
Project   Budget  (including  the  detailed  schedules   thereto)
allocates  the Main Project Costs to be incurred with respect  to
construction   and   completion  of  each  of  the   Hotel/Casino
Component,  the  Energy  Project  Component  and  the   Equipment
Component.

           (v)   FEES  AND ENFORCEMENT.  Other than amounts  that
have  been  paid in full or will have been paid in  full  by  the
Closing  Date or the date when due for same, no material fees  or
Taxes,  including  stamp,  transaction, registration  or  similar
taxes,  are  required  to be paid for the legality,  validity  or
enforceability of the Operative Documents.

           (w)   ERISA COMPLIANCE.  Either (1) there are no ERISA
Plans for Aladdin Gaming or any member of the Controlled Group or
(2)  Aladdin Gaming and each member of the Controlled Group  have
fulfilled  their  obligations (if any) under the minimum  funding
standards of ERISA and the Code for each ERISA Plan in compliance
in all material respects with the currently applicable provisions
of  ERISA and the Code and have not incurred any liability to the
PBGC  or  an  ERISA  Plan under Title IV  of  ERISA  (other  than
liability  for premiums due in the ordinary course). Neither  the
execution of this Agreement or the other Operative Documents  nor
the  consummation of the Transaction will involve  a  "prohibited
transaction"  within  the  meaning of Section  406  of  ERISA  or
Section 4975 of the Code which is not exempt under Section 408 of
ERISA or under Section 4975(d) of the Code.

            (x)   LABOR  DISPUTES;  ACTS  OF  GOD;  CASUALTY  AND
CONDEMNATION.  Neither the business nor the properties of Aladdin
Gaming or, to the Knowledge of Aladdin Gaming, any other party to
a  Material  Main  Project  Document is  affected  by  any  fire,
explosion,  accident,  strike, lockout  or  other  labor  dispute
(except  as set forth in Item 8(x) in the Disclosure Schedule  as
in effect on the Closing Date), drought, storm, hail, earthquake,
embargo,  act  of  God  or  of  the   public   enemy,   or  other

                               19

<PAGE>

casualty  or  Force  Majeure  Event,  that  could  reasonably  be
expected  to  have  a Material Adverse Effect.  As  of  the  date
hereof,  there is no casualty or condemnation proceeding  pending
or,   to  the  best  knowledge  of  Aladdin  Gaming,  threatened,
affecting all or a portion of the Site.

           (y)   GOVERNMENT REGULATION.  None of Aladdin  Gaming,
Holdings,  LCNI or the Trust is subject to regulation  under  the
Public Utility Holding Company Act of 1935, the Federal Power Act
or   the  Interstate  Commerce  Act  or  registration  under  the
Investment  Company  Act of 1940 or under any  other  Federal  or
state  statute or regulation which may limit its ability to incur
Indebtedness, other than the Nevada Gaming Laws (from  and  after
the date that such Person holds any Gaming License), or which may
otherwise   render  all  or  any  portion  of   the   Obligations
unenforceable. Incurrence of the Obligations under the  Operative
Documents  complies with all applicable provisions of the  Nevada
Gaming Laws.

           (z)   NO  BROKERS.  Aladdin Gaming represents that  no
broker or finder was responsible for or involved with the parties
in   connection  with  the  transactions  contemplated  by   this
Agreement and the other Operative Documents and that there is  no
obligation   for   the  payment  of  any  brokerage   commission,
compensation or fee of any kind with respect to this Agreement or
any other Operative Document except those included as Fees.

           (aa) INSURANCE POLICIES.  Item 8(aa) in the Disclosure
Schedule lists all insurance of any nature maintained for current
occurrences by Aladdin Gaming, as well as a summary of the  terms
of  such insurance.  Aladdin Gaming covenants that such insurance
complies  with  and shall at all times comply with the  standards
set forth in Section 10(e) hereof.

           (bb)  REPRESENTATIONS  AND  WARRANTIES  REGARDING  THE
COLLATERAL.

               (1)  On the date on which the Funding is made with
respect thereto, (A) with respect to Fundings under the Term Loan
Facility, Aladdin Gaming shall be the sole owner of each item  of
the  Collateral with respect to which such Funding has been made,
and  (B)  with  respect to Fundings under the Lease Facility,  GE
Capital  shall  be the sole owner of each item of the  Collateral
with respect to which such Funding has been made, having good and
marketable  title  thereto free and clear of any  and  all  Liens
except (i) the security interest granted to GE Capital under this
Agreement,   (ii) Permitted Encumbrances, and (iii) with  respect
to  the  Equipment leased pursuant to the Master Lease Agreement,
Liens  created by or arising through GE Capital.  Aladdin  Gaming
will  warrant  and defend the Collateral against all  claims  and
demands  of  all  persons at any time claiming the  same  or  any
interest thereon.

                (2)   No  effective security agreement, financing
statement, equivalent security or Lien instrument or continuation
statement covering all or any part of the Collateral is  on  file
or  of record in any public office, except (i) such as have  been
filed in favor of GE Capital pursuant to this Agreement, or  (ii)
such as relate to Permitted Encumbrances.

                (3)   As  a  result of the filing of  appropriate
financing  statements in the State of Nevada, this  Agreement  is
effective  to create a valid and continuing Lien on and perfected
security  interest in favor of GE Capital in the Collateral  with
respect   to    which    a     security     interest     may   be

                               20

<PAGE>

perfected by filing pursuant to the Code, which lien and security
interest  is  prior  to  all other Liens  (other  than  Permitted
Encumbrances), and is enforceable as such as against creditors of
and  purchasers  from  Aladdin Gaming.   All  action  (including,
without  limitation, all filings, registrations  and  recordings)
necessary to create and perfect the security interest granted  to
GE  Capital hereby in respect of each item of the Collateral  has
been duly accomplished.

                (4)   No authorization, approval or other  action
by,  and  no notice to or filing with, any Governmental Authority
(except  for those by or with the Nevada Gaming Authorities  when
Aladdin  Gaming, the Aladdin Parties and/or LCNI are licensed  or
registered under the Nevada  Gaming Laws) is required for  either
(i)  the pledge or grant by Aladdin Gaming of the Liens purported
to  be  created  in favor of GE Capital pursuant to  any  of  the
Operative  Documents, or (ii) the exercise by GE Capital  of  any
rights   or  remedies  in  respect  of  any  Collateral  (whether
specifically granted or created pursuant to any of the  Operative
Documents  or created or provided for by Applicable Law),  except
for filings or recordings contemplated by clause (3) above.

                (5)  The chief executive office or chief place of
business  (as  such terms are used in Article 9  of  the  Uniform
Commercial Code as in effect in the States of New York and Nevada
from  time to time) of Aladdin Gaming is located in Clark County,
Nevada.  Aladdin Gaming's federal employer identification  number
is  86-0856993.   Aladdin  Gaming  shall  not  change  its  chief
executive  office or principal place of business, without  giving
written  notice  thereof to GE Capital within  thirty  (30)  days
following such change and taking all actions deemed by GE Capital
necessary  or  appropriate to protect and  perfect  GE  Capital?s
interest in the Collateral.

                (6)   All of the Collateral is, or when installed
pursuant  to the Main Project Documents will be, located  on  the
Subject Property.

                (7)   Aladdin  Gaming's  books  of  accounts  and
records  are located at the chief executive office or  the  chief
place of business.

     9.   [INTENTIONALLY OMITTED]

     10.  AFFIRMATIVE COVENANTS

      Aladdin Gaming covenants and agrees that, unless GE Capital
shall  otherwise  consent in writing, from  and  after  the  date
hereof:

           (a)   FINANCIAL  INFORMATION, REPORTS,  NOTICES,  ETC.
Aladdin Gaming will furnish, or will cause to be furnished, to GE
Capital  copies  of the following financial statements,  reports,
notices and information:

                (1)  as soon as available and in any event within
30  days after the end of each month other than the last month of
any  Fiscal  Quarter,  a balance sheet of Aladdin  Gaming  and  a
consolidated  and consolidating balance sheet of  Aladdin  Gaming
and  Subsidiaries, in each case as of the end of such month,  and
consolidated  and consolidating statements of earnings  and  cash
flow  of  Aladdin  Gaming  and  Subsidiaries  and  statements  of
earnings   and    cash    flow    of     Aladdin     Gaming   for

                               21

<PAGE>

such  month  and  for the period commencing at  the  end  of  the
previous  Fiscal  Year and ending with the  end  of  such  month,
certified  as  complete  and correct by the  chief  financial  or
accounting Authorized Representative of Aladdin Gaming;

                (2)  as soon as available and in any event within
45  days after the end of each of the first three Fiscal Quarters
of each Fiscal Year, a balance sheet of Aladdin Gaming,  Holdings
and  LCNI  and a consolidated and consolidating balance sheet  of
Aladdin  Gaming and Subsidiaries, and Holdings and LCNI and  each
of  their respective Subsidiaries, in each case as of the end  of
such   Fiscal   Quarter,  and  consolidated   and   consolidating
statements  of  earnings  and cash flow  of  Aladdin  Gaming  and
Subsidiaries,  Holdings  and LCNI and each  of  their  respective
Subsidiaries and statements of earnings and cash flow of  Aladdin
Gaming,  Holdings and LCNI , in each case for such Fiscal Quarter
and  for the period commencing at the end of the previous  Fiscal
Year and ending with the end of such Fiscal Quarter, certified as
complete  and  correct  by  the  chief  financial  or  accounting
Authorized   Representative  of  the  Person   for   which   such
information is being delivered;

                (3)  as soon as available and in any event within
90  days after the end of each Fiscal Year, a copy of the  annual
consolidated  audited financial statements for such  Fiscal  Year
for such Person and for Aladdin Gaming and Subsidiaries, Holdings
and  LCI  and their respective Subsidiaries, including therein  a
consolidated  and consolidating balance sheet of  Aladdin  Gaming
and   Subsidiaries,  Holdings  and  LCI  and   their   respective
Subsidiaries  as of the end of such Fiscal Year and  consolidated
and consolidating statements of earnings and cash flow of Aladdin
Gaming  and  Subsidiaries, Holdings and LCI and their  respective
Subsidiaries  for  such  Fiscal Year, in  each  case  as  audited
(without   any   Impermissible   Qualification)   by   nationally
recognized  independent  public  accountants  acceptable  to   GE
Capital;

                (4)  as soon as available and in any event within
45  days after the end of each of the first three Fiscal Quarters
of  each  Fiscal  Year and within 90 days after the  end  of  the
Fiscal  Year,  a Compliance Certificate, executed  by  the  chief
financial  or  accounting  Authorized Representative  of  Aladdin
Gaming,  showing  (in  reasonable  detail  and  with  appropriate
calculations   and   computations  in  all  respects   reasonably
satisfactory  to  GE  Capital) compliance  (currently  and  on  a
proforma  basis after giving effect the payments to  be  made  in
respect  of all Federal, state and local income taxes of  Aladdin
Gaming  or, if Aladdin Gaming is treated as a pass-through entity
or  is not treated as a separate entity for United States federal
income  tax purposes, the payments to be made pursuant to  clause
(3)  of  Section 11(f) hereof) with the financial  covenants  set
forth in Section 11(d) hereof.

                (5)   as soon as possible and in any event within
90  days after the end of the fiscal year of the Trust, an annual
statement, prepared by the Trust's tax accountants and  certified
by an Authorized Representative of the Trust, confirming that the
net  worth of the Trust based upon the fair market value  of  its
assets  less liabilities is more than One Hundred Million Dollars
($100,000,000.00);

                (6)   as soon as possible and in any event within
three   days  after  Aladdin  Gaming,  Holdings  or  LCI  obtains
Knowledge  of  the  occurrence of a Default, a statement  of  the
chief    executive,    financial   or    accounting    Authorized
Representative  of  such   Person   setting   forth   details  of

                               22

<PAGE>

such  Default  and  the action which such Person  has  taken  and
proposes  to  take with respect thereto; and as soon as  possible
and  in  any  event within one Business Day after Aladdin  Gaming
receives notice of a Default, a copy thereof (and Aladdin  Gaming
shall  cause the Administrative Agent to provide to GE Capital  a
copy  of any notice concurrently with delivery thereof to Aladdin
Gaming);

                (7)   as soon as possible and in any event within
five  Business Days after Aladdin Gaming, Holdings or LCI obtains
Knowledge   of  (x)  the  occurrence  of  any  material   adverse
development with respect to any litigation, action, proceeding or
labor  controversy of the type and materiality described in  Item
8(g)  of the Disclosure Schedule, or (y) the commencement of  any
litigation, action, proceeding or labor controversy of  the  type
and   materiality  described  in  Item  8(g)  of  the  Disclosure
Schedule, notice thereof and, to the extent GE Capital reasonably
requests, copies of all documentation relating thereto;

               (8)  promptly after the sending or filing thereof,
(x)  copies  of  all  reports and registration  statements  which
Aladdin  Gaming,   Holdings or LCNI files with  the  SEC  or  any
national  or foreign securities exchange, and (y) copies  of  all
reports  required  to  be  filed  by  Aladdin  Gaming  with   any
Governmental Instrumentality, including any reports with  respect
to Environmental Matters and the Permits;

                (9)   immediately upon becoming aware of (w)  the
institution of any steps by Aladdin Gaming or any other Person to
terminate  any Pension Plan, (x) the failure to make  a  required
contribution  to any Pension Plan, if such failure is  sufficient
to  give  rise to a Lien under Section 302(f) of ERISA,  (y)  the
taking  of any action with respect to a Pension Plan which  could
result  in the requirement that Aladdin Gaming furnish a bond  or
other  security  to the PBGC or such Pension  Plan,  or  (z)  the
occurrence  of any event with respect to any Pension  Plan  which
could  result  in the incurrence by Aladdin Gaming,  Holdings  or
LCNI  of  any material liability, fine or penalty, notice thereof
and copies of all documentation relating thereto;

                (10) promptly upon receipt thereof, copies of all
detailed  management letters submitted to Aladdin Gaming  by  the
independent  public accountants referred to in  Section  10(a)(2)
hereof in connection with each audit made by such accountants  of
the books of Aladdin Gaming, Holdings or LCNI ;

                (11)     promptly when available and in any event
no  later than 45 days prior to the last day of each Fiscal  Year
(commencing after the Closing Date), a budget for the next Fiscal
Year,  which  budget shall be prepared on a Fiscal Quarter  basis
and  shall  contain a projected, consolidated balance  sheet  and
statement  of  earnings  and  cash flow  of  Aladdin  Gaming  and
Subsidiaries for such Fiscal Year, prepared in reasonable  detail
by the chief accounting or financial Authorized Representative of
Aladdin  Gaming  (GE  Capital shall have  the  right  to  request
clarifications  on  such  budget within 20  days  after  delivery
thereof);

                (12)  promptly  and  in  any  event  within  five
Business  Days  after  the receipt thereof, any  material  notice
received   by  Aladdin  Gaming,  any   Aladdin   Party   or  LCNI
from  any  Nevada   Gaming    Authority,   including   all  NGC-l
Reports    and     all    exception    reports,    which   notice

                               23

<PAGE>

relates to the construction, operation or maintenance of the Main
Project, any Permit related thereto or any Equity Interest or any
Membership Interest in any such Person;

                (13) as soon as available and in any event within
30 days after the end of each month following the Opening Date, a
report  detailing  the occupancy rate of the Hotel,  the  average
room  rate  thereof, the win rate at the Casino  and  such  other
information prepared by Aladdin Gaming relating to the  operation
and condition of the Hotel/Casino;

               (14)     prior to Final Completion, within 30 days
after  the  end of each month, a monthly status report describing
in  reasonable  detail the progress of the construction  of  each
Construction Component and the Main Project as a whole since  the
immediately  preceding  report  hereunder,  including  the   cost
incurred  to the end of such month, an estimate of the  time  and
cost  required  to complete each Construction Component  and  the
Main Project as a whole, the progress of construction and how  it
relates  to  the Construction Benchmark Schedule and  such  other
information and reports as GE Capital or Construction  Consultant
may reasonably request; and

                (15)     prior to Final Completion promptly after
receipt  thereof by Aladdin Gaming, all progress reports provided
by  the Design/Builder pursuant to the Design/Build Contract  and
the  attachments thereto, if any, and such additional information
relative  thereto  as GE Capital or Construction  Consultant  may
reasonably request;

                (16)  as soon as possible and in any event within
three days after Aladdin Gaming obtains Knowledge thereof, notice
of  any event, occurrence or circumstance which reasonably  could
be expected to cause the Main Project Budget not to be In Balance
or   render  Aladdin  Gaming,  one  or  more  of  the  Completion
Guarantors,   the  Design/Builder,  Fluor,  the  Energy   Project
Provider,  or  the  Energy  Project Guarantor  incapable  of,  or
preventing such Person from (x) achieving the Completion Date  on
or  before  the  Outside Completion Deadline or (y)  meeting  any
material obligation of such Person under the Operative Documents,
the  Design/Build  Contract or the other  Material  Main  Project
Documents as and when required thereunder;

                (17)  as soon as possible and in any event within
three days after Aladdin Gaming obtains Knowledge thereof, notice
of  any termination or event of default or notice thereof or  any
requests  for  indemnification of any other party  or  any  other
notice relating to material rights or obligations with respect to
the  Reciprocal Easement Agreement, Site Work Agreement or Common
Parking  Area  Use Agreement pursuant to the terms thereof  under
any Material Main Project Document;

                (18) any change in the Authorized Representatives
of  Aladdin  Gaming  and such notice shall  include  a  certified
specimen  signature  of  any  new  Authorized  Representative  so
appointed and, if requested by GE Capital, satisfactory  evidence
of the authority of such new Authorized Representative;

                (19)  prior  to  Final Completion,  any  proposed
material change in the nature or scope of the Main Project or the
business or operations of Aladdin Gaming, Holdings or LCNI;

                               24

<PAGE>

                (20) prior to Final Completion, any notice of any
schedule delay delivered under the Design/Build Contract and  all
remedial plans and updates thereof;

                 (21)   the  occurrence  or  existence   of   any
Environmental   Matter  requiring  notice   to   a   Governmental
Instrumentality or with respect to which notice is received  from
a Governmental Instrumentality;

                (22)  any  Event of Loss or any  other  event  or
development which could reasonably be expected to have a Material
Adverse Effect;

                (23) prior to Final Completion, promptly, but  in
no event later than ten days after the receipt thereof by Aladdin
Gaming,  copies  of  (x) all Main Project Documents  and  Permits
obtained  or  entered into by Aladdin Gaming  after  the  Closing
Date, (y) any amendment, supplement or other modification to  any
Permit received by Aladdin Gaming after the Closing Date, and (z)
all notices relating to the Main Project received by or delivered
to Aladdin Gaming from any Governmental Instrumentality or any of
the other Project Parties;

                (24)  concurrently with delivery thereof  to  the
Administrative  Agent,  each  Final  Advance  Request   delivered
pursuant to Section 2.4.2(b) of the Disbursement Agreement; and

                 (25)  such  other  information  respecting   the
condition  or  operations,  financial or  otherwise,  of  Aladdin
Gaming,  Holdings  or LCNI as required by the  other  Transaction
Documents  applicable  to it (including information  and  reports
from  the chief accounting or financial Authorized Representative
of  Aladdin  Gaming), in such detail as GE Capital may reasonably
request.

           (b)   COMMUNICATION WITH ACCOUNTANTS.  Aladdin  Gaming
authorizes   GE   Capital  to  communicate  directly   with   its
independent  certified public accountants and  tax  advisors  and
authorizes  those accountants to disclose to GE Capital  any  and
all financial statements and other supporting financial documents
and  schedules  including copies of any  management  letter  with
respect to the business, financial condition and other affairs of
Aladdin  Gaming.  At or before the Closing Date,  Aladdin  Gaming
shall  deliver  a  letter addressed to such accountants  and  tax
advisors instructing them to comply with the provisions  of  this
Section.   GE  Capital  shall  inform  Aladdin  Gaming  prior  to
communicating   directly   with  Aladdin   Gaming's   independent
certified public accountants and tax advisors, and Aladdin Gaming
shall be permitted to participate in such communications.

           (c)   COMPLIANCE WITH LAWS, ETC.  Aladdin  Gaming  and
Subsidiaries  will  comply  in all  material  respects  with  all
applicable Legal Requirements, including:

                (1)   the  maintenance and  preservation  of  the
corporate or other organizational existence of such Person; and

                 (2)    the  payment,  before  the  same   become
delinquent,  of all material Taxes imposed upon it  or  upon  its
property, except to the extent being diligently contested in good
faith by appropriate proceedings and for which adequate reserves,
if  any, in accordance with GAAP shall have been set aside on its
books.

                               25

<PAGE>

           (d)   MAINTENANCE OF PROPERTIES; OPERATION;  RESERVES.
Aladdin  Gaming and Subsidiaries will maintain, preserve, protect
and  keep the portion of the Site owned or leased by such  Person
in  good  repair, working order and condition (ordinary wear  and
tear  excepted), and make necessary and proper repairs,  renewals
and  replacements so that its business carried on  in  connection
therewith may be properly conducted at all times. Aladdin  Gaming
will  operate  the Aladdin Hotel and Casino as  a  luxury  themed
casino  hotel  (with a separate level of the Casino  catering  to
premium players) in accordance with the standards which shall  be
at least equivalent to the standards of the Mirage on the Closing
Date.   Aladdin  Gaming shall maintain adequate  working  capital
reserves and other reserves as set forth in the annual budget  to
be  delivered  by  Aladdin  Gaming  in  accordance  with  Section
10(a)(11) hereof.

          (e)  INSURANCE.

                (1)   Aladdin  Gaming shall, at its own  expense,
maintain  the  policies  of insurance  in  such  amounts  and  as
otherwise described in ANNEX C.  Aladdin Gaming agrees to deliver
to  GE  Capital evidence of insurance satisfactory to GE Capital.
No  insurance  shall  be  subject  to  any  co-insurance  clause.
Aladdin  Gaming  hereby directs all present and  future  insurers
under  its  "All Risk" policies of insurance to pay all  proceeds
payable thereunder solely with respect to the Collateral directly
to GE Capital.  Aladdin Gaming irrevocably makes, constitutes and
appoints  GE  Capital  (and  all officers,  employees  or  agents
designated  by  GE Capital) as Aladdin Gaming?s true  and  lawful
agent  and  attorney in-fact for the purpose of making,  settling
and  adjusting claims under the "All Risk" policies of insurance,
endorsing  the  name  of  Aladdin Gaming  on  any  check,  draft,
instrument or other item of payment for the proceeds of such "All
Risk"   policies  of  insurance  solely  with  respect   to   the
Collateral, and for making all determinations and decisions  with
respect  to  such  "All Risk" policies of insurance  solely  with
respect  to the Collateral.  In the event Aladdin Gaming  at  any
time or times hereafter shall fail to obtain or maintain (or fail
to  cause  to  be obtained or maintained) any of the policies  of
insurance  required above or to pay any premium in  whole  or  in
part  relating thereto, GE Capital, without waiving or  releasing
any Obligations or Event of Default hereunder, may at any time or
times  thereafter  (but  shall not be obligated  to)  obtain  and
maintain such policies of insurance and pay such premium and take
any  other  action  with respect thereto which GE  Capital  deems
advisable.   All  sums so disbursed, including  attorneys?  fees,
court  costs and other charges related thereto, shall be payable,
on  demand,  by  Aladdin  Gaming  to  GE  Capital  and  shall  be
additional Obligations hereunder secured by the Collateral.

                (2)   Aladdin Gaming shall deliver to GE  Capital
endorsements   to  all  of  its  (i)  "All  Risk"  and   business
interruption  insurance  naming GE Capital  as  loss  payee,  and
(ii)  general  liability and other liability policies  naming  GE
Capital as an additional insured.

           (f)  BOOKS AND RECORDS.  Aladdin Gaming shall maintain
adequate books, accounts and records with respect to its business
in  compliance  in all material respects with the regulations  of
any  Governmental Authority having jurisdiction thereof and, with
respect to financial statements, in accordance with GAAP. Subject
to  reasonable  safety  requirements  and  the  rights  of  other
Persons, and (from and after the date that Aladdin Gaming holds a
Gaming  License)  subject to Nevada Gaming Laws,  Aladdin  Gaming
shall, at its cost and expense, permit employees or agents of  GE
Capital  and the Construction Consultant at any reasonable  times
and   upon    reasonable    prior    notice    to    inspect  the

                               26

<PAGE>

Main  Project, to examine or audit all of Aladdin Gaming's books,
accounts  and records pertaining or related to the Main  Project,
to  make  copies and memoranda thereof and, with respect  to  any
Environmental  Matters,  to perform  any  tests  or  studies  and
prepare  any reports reasonably required by GE Capital.  For  all
expenditures  with  respect to which Fundings are  made,  Aladdin
Gaming  shall  retain, until at least five  (5)  years  after  GE
Capital  has  received the report specified in  Section  10(a)(1)
hereof for the calendar month in which the last Funding was  made
by  GE  Capital, all records (contracts, orders, invoices, bills,
receipts and other documents) evidencing such expenditures.

           (g)   SUPPLEMENTAL DISCLOSURE.  At the request  of  GE
Capital  (in  the  event that such information is  not  otherwise
delivered  by  Aladdin  Gaming to GE  Capital  pursuant  to  this
Agreement)  but not more frequently than every three (3)  months,
Aladdin Gaming will supplement (or cause to be supplemented) each
Schedule  hereto,  or  representation  herein  or  in  any  other
Operative  Document with respect to any matter hereafter  arising
which,  if  existing or occurring at the date of this  Agreement,
would  have  been required to be set forth or described  in  such
Schedule  or as an exception to such representation or  which  is
necessary  to  correct  any  information  in  such  Schedule   or
representation  which  has  been  rendered  inaccurate   thereby;
provided  however,  that  such supplement  to  such  Schedule  or
representation  shall not be deemed an amendment  thereof  unless
expressly  consented  to in writing by GE Capital,  and  no  such
amendments, except as the same may be consented to in  a  writing
which expressly includes a waiver, shall be or be deemed a waiver
by  GE  Capital of any Default disclosed therein.  Aladdin Gaming
shall,  if  so requested by GE Capital, furnish to GE Capital  as
often as it reasonably requests, statements and schedules further
identifying and describing the Collateral and such other  reports
in  connection  with the Collateral as GE Capital may  reasonably
request,  all  in  reasonable detail, and, Aladdin  Gaming  shall
advise  GE  Capital promptly, in reasonable detail,  of  (i)  any
Lien, other than as permitted pursuant to Section 8(f), attaching
to  or  asserted against any of the Collateral, (ii) any material
change  in  the  composition  of the Collateral,  and  (iii)  the
occurrence of any other event which would have a Material Adverse
Effect upon the Collateral and/or GE Capital's Lien thereon.

          (h)  FISCAL YEAR.  Aladdin Gaming shall maintain as its
fiscal year the twelve month period ending on December 31 of each
year.

          (i)  CASUALTY AND CONDEMNATION.

                (1)  Aladdin Gaming hereby assumes and shall bear
the entire risk of any loss, theft, damage to, or destruction of,
any  of the Collateral from any cause whatsoever.  Aladdin Gaming
shall  promptly  notify  GE  Capital  of  any  loss,  damage,  or
destruction  to  any  Collateral having  a  value  in  excess  of
$100,000.00, whether or not covered by insurance.  Any such event
occurring with respect to the Collateral is hereinafter  referred
to  as  a  "Casualty Occurrence."  On or before the Payment  Date
next  following ninety (90) days after the date of  the  Casualty
Occurrence with respect to any item of Collateral having a  value
in  excess  of $100,000.00 or with respect to multiple  items  of
Collateral  having  an aggregate value in excess  of  $100,000.00
(the  "Casualty Payment Date"), Aladdin Gaming shall  either  (as
selected by Aladdin Gaming):

                    (A) replace, repair or restore the Collateral
having  suffered  the  Casualty  Occurrence  with  equipment   of
comparable  make  and  model,   having   an   equal   or  greater

                               27

<PAGE>

value, utility and remaining useful life, in as good an operating
condition   as  the  Collateral  having  suffered  the   Casualty
Occurrence,   which  is  free  and  clear  of   all   liens   and
encumbrances; and Aladdin Gaming shall deliver to GE Capital such
documents  and  instruments as reasonably may be required  by  GE
Capital   in   connection  with  such  replacement,   repair   or
restoration,  including (without limitation)  Uniform  Commercial
Code  financing statements or statements of amendment to be filed
at  Aladdin  Gaming's  expense  and,  if  the  Collateral  having
suffered  the  Casualty  Occurrence was leased  pursuant  to  the
Master Lease Agreement, a bill of sale and an amended Annex A  to
the   applicable   Equipment  Schedule  with  respect   to   such
Collateral; or

                     (B) prepay to GE Capital that portion of the
Term  Loan  attributable to the Collateral  having  suffered  the
Casualty  Occurrence  or, if the Collateral having  suffered  the
Casualty  Occurrence  was leased pursuant  to  the  Master  Lease
Agreement,  pay to GE Capital the sum of (i) the Stipulated  Loss
Value  of such Collateral calculated in accordance with  Annex  D
attached  to  the applicable Equipment Schedule as  of  the  Rent
Payment  Date next preceding such Casualty Occurrence,  and  (ii)
all  Rent and other amounts which are due under the Master  Lease
Agreement  with  respect to such Collateral as  of  the  Casualty
Payment Date; and, in any event, Aladdin Gaming shall pay  to  GE
Capital  the amount of any Breakage Loss incurred by  GE  Capital
(or  any  Participant) as a result of or in connection with  such
Casualty Occurrence and such payment (if such payment is made  on
a  day  which  is not a payment date).  If the Collateral  having
suffered  the  Casualty  Occurrence was leased  pursuant  to  the
Master  Lease  Agreement, the Lease Term as  to  such  Collateral
shall  terminate  upon payment of all sums required  pursuant  to
this Section and GE Capital will transfer, on an AS IS, WHERE  IS
BASIS,  without recourse or warranty, express or implied, of  any
kind  whatsoever  ("AS  IS BASIS") (except  as  provided  in  the
following sentence), all of GE Capital's interest in and to  such
Collateral.   GE Capital shall not be required to  make  and  may
specifically disclaim any representation or warranty  as  to  the
condition  of  the Collateral and other matters (except  that  GE
Capital  shall warrant that it has conveyed whatever interest  it
received  in  such  Collateral free and  clear  of  any  lien  or
encumbrance created by or arising through GE Capital).

                (2)  Aladdin Gaming shall, promptly upon learning
of  the  institution  of any proceeding for the  condemnation  or
other  taking of any of the Collateral, notify GE Capital of  the
pendency  of  such  proceeding, and agrees that  GE  Capital  may
participate in any such proceeding and Aladdin Gaming  from  time
to  time  will  deliver to GE Capital all instruments  reasonably
requested by GE Capital to permit such participation.  GE Capital
shall  (and is hereby authorized to) collect any and all  awards,
payments or other proceeds of any such condemnation or taking and
apply  such proceeds to the reduction of the Obligations  in  the
manner  set forth in Section 3(d) or, at GE Capital?s  option  in
its  sole discretion, may permit or require Aladdin Gaming to use
such proceeds, or any part thereof, to replace, repair or restore
such Collateral as provided in paragraph (A) above.

          (j)  COVENANTS REGARDING THE COLLATERAL.

                (1)   Aladdin Gaming shall keep and maintain,  at
its  own  cost and expense, satisfactory and complete records  of
the  Collateral.  Aladdin Gaming shall mark its books and records
pertaining to the Collateral to evidence this Agreement  and  the
security interests granted pursuant hereto.

                               28

<PAGE>

                (2)  All of the Collateral is and will be used or
held for use by Aladdin Gaming in the conduct of its business and
in a manner complying with all Applicable Laws unless the failure
to  comply  with  such Applicable Law would not have  a  Material
Adverse   Effect,  and  Aladdin  Gaming  shall  not   permanently
discontinue  use  of the Collateral; provided  that  (i)  Aladdin
Gaming need not comply with any Applicable Law to the extent that
such  law  is  being  contested  in  good  faith  by  appropriate
proceedings  which do not have a Material Adverse Effect  on  the
interest of GE Capital in the Collateral and do not give rise  to
the  risk  of  any criminal liability on the part of GE  Capital,
(ii)  Aladdin Gaming need not comply with any Applicable  Law  to
the  extent  that  Aladdin  Gaming shall  have  obtained  a  non-
conforming  use or similar permit, and (iii) Aladdin  Gaming  may
store on the Subject Property indefinitely any item of Collateral
not then necessary for the operation of its business.

                (3)   Aladdin Gaming shall keep and maintain  the
Collateral  in  good operating order, appearance,  condition  and
repair  (ordinary wear and tear excepted) in a manner  consistent
with  customary  industry practice and shall make  all  necessary
replacements  thereof.  Aladdin Gaming shall promptly  inform  GE
Capital  of  any  material additions to  or  deletions  from  the
Collateral.

                 (4)    Aladdin  Gaming  shall  not  permit   any
Collateral  to  become an accession to other  personal  property,
unless GE Capital has a valid, perfected, and first priority Lien
in such  personal property.

                (5)   Aladdin Gaming shall not, without the prior
written  consent of GE Capital, (A) remove any of the  Collateral
from the Subject Property (except, prior to the occurrence of  an
Event  of  Default,  (i) to be stored in  the  warehouse  on  the
Subject  Property, or (ii) on a temporary basis for  purposes  of
repair); or (B) sell, lease as a lessor, or otherwise dispose  of
any of the Collateral or any interest therein.

                 (6)   Aladdin  Gaming  shall,  if  at  any  time
reasonably requested by GE Capital, affix in a prominent position
on  each unit of Collateral having a value in excess of $5,000.00
plates,  tags  or other identifying labels showing  the  interest
therein  of  GE  Capital.  Aladdin Gaming will  not,  without  GE
Capital's  prior written consent, alter or remove any identifying
symbol or number on the Collateral.

                (7)   Aladdin Gaming will not, without the  prior
consent  of GE Capital, affix or install any accessory, equipment
or  device  on  any Collateral if such addition  will  materially
impair  the  value, originally intended function or use  of  such
Collateral.     All   additions,   repairs,   parts,    supplies,
accessories,  equipment,  and  devices  furnished,  attached   or
affixed to any Collateral which are not readily removable without
material  damage  to  the  Collateral  shall  be  made  only   in
compliance  with Applicable Law, shall be free and clear  of  all
Liens, encumbrances or rights of others, and shall become subject
to the security interest of GE Capital.  Aladdin Gaming will not,
without  the prior written consent of GE Capital and  subject  to
such  conditions  as  GE Capital may impose for  its  protection,
affix  or  install any Collateral to or in any other personal  or
real  property  unless such Collateral may be removed  from  such
other  personal or real property without material damage  to  the
Collateral    or   the   other   real   or   personal   property.
Any   alterations    or    modifications    to    the  Collateral

                               29

<PAGE>

that are, at any time during the term of this Agreement, required
to  comply with any Applicable Law, shall be made at the  expense
of Aladdin Gaming.

               (8)  Subject to Nevada Gaming Laws, Aladdin Gaming
shall:   (A) provide access to the Subject Property during normal
business hours to GE Capital and its agents as frequently  as  GE
Capital determines to be appropriate (except so long as no  Event
of  Default  has occurred and is then continuing, GE Capital  may
not  exercise  this right of access more than two (2)  times  per
calendar  year), upon reasonable advance notice (unless an  Event
of  Default shall have occurred and is continuing, in which event
no  notice shall be required and GE Capital shall have access  at
any  and  all  times); (B) permit GE Capital and  its  agents  to
inspect,  audit and make extracts from Aladdin Gaming's  records,
files  and books of account; and (C) permit GE Capital to conduct
audits  to  inspect,  review  and evaluate  the  Collateral,  and
Aladdin  Gaming  agrees  to provide to  GE  Capital  (at  Aladdin
Gaming's cost and expense) such clerical and other assistance  as
reasonably may be requested with regard thereto.  Aladdin  Gaming
shall  make  available to GE Capital, as quickly  as  practicable
under  the  circumstances, originals  or  copies  of  all  books,
records,    board   minutes,   contracts,   insurance   policies,
environmental audits, business plans, files, financial statements
(actual  and  pro forma), filings with Federal, state  and  local
regulatory  agencies, and other instruments and documents,  which
GE  Capital  reasonably  may  request  and  that  relate  to  the
Collateral or the financial condition of Aladdin Gaming.  Aladdin
Gaming  shall  deliver  any  document  or  instrument  reasonably
necessary for GE Capital, as it may from time to time request, to
obtain  records  from any service bureau or  other  Person  which
maintains   records  for  Aladdin  Gaming,  and  shall   maintain
duplicate records or supporting documentation on media, including
(without  limitation) computer tapes and disks owned  by  Aladdin
Gaming.   Aladdin Gaming shall instruct its independent certified
public   accountants   and  its  banking  and   other   financial
institutions to make available to GE Capital such information and
records as GE Capital reasonably may request from time to time.

                (9)  Provided that no Event of Default shall then
have  occurred  and  be continuing, at Aladdin Gaming's  expense,
upon  ten (10) Business Days' prior written notice to GE Capital,
Aladdin Gaming may elect to replace an item of the Collateral  (a
"Substituted  Item") with a new item of Equipment (a "Replacement
Item"), due to the obsolescence of the Substituted Item or if the
Substituted  Item is rendered inoperable or unusable  in  Aladdin
Gaming's reasonable determination or if Aladdin Gaming reasonably
determines  that such Substituted Item is no longer necessary  in
the  operation  of  its business.  Replacements  pursuant  hereto
shall  be  limited  to  once  per  quarter  for  any  number   of
Substituted Items.  Each Replacement Item shall be free and clear
of  all liens and encumbrances and shall have at least the value,
utility  and remaining useful life and be in as good an operating
condition  as the Substituted Item, assuming that the Substituted
Item  had  been  maintained in accordance with the provisions  of
this  Agreement.   Aladdin Gaming shall  pay  to  GE  Capital  an
administration  fee  in  connection with each  such  substitution
(regardless of the number of the Substituted Items) of $1,000.00,
and  shall  execute and deliver to GE Capital such documents  and
instruments  with respect to each Replacement Item as  reasonably
may   be   required  by  GE  Capital  in  connection  with   such
replacement,  including (without limitation)  Uniform  Commercial
Code  financing statements or statements of amendment to be filed
at  Aladdin  Gaming's  expense  and  (to  the  extent  that  such
Substituted Item constituted an item of Equipment leased pursuant
to  the  Master  Lease Agreement) a bill of sale and  an  amended
Annex  A  to  the  applicable  Equipment  Schedule  with  respect
to  each  Replacement    Item.    Upon   compliance   by  Aladdin
Gaming    with      the      provisions      hereof,     if   the

                               30

<PAGE>

Substituted  Item  was  leased  pursuant  to  the  Master   Lease
Agreement, GE Capital will transfer to Aladdin Gaming, on  an  AS
IS  BASIS (except as set forth in the following sentence), all of
GE Capital's interest in and to the Substituted Item.  GE Capital
shall  not be required to make and may specifically disclaim  any
representation  or warranty as the condition of  the  Substituted
Item  and any other matters (except that GE Capital shall warrant
that it conveyed whatever interest it received in the Substituted
Item  free  and  clear of any lien or encumbrance created  by  or
arising  through  GE  Capital).  GE  Capital  shall  execute  and
deliver to Aladdin Gaming such Uniform Commercial Code statements
of  partial  release as reasonably may be required  in  order  to
terminate  any  interest of GE Capital in and to the  Substituted
Item.

           (k)  CONTINUOUS PERFECTION.  Aladdin Gaming shall  not
change  its  name,  identity or organizational structure  in  any
manner  which might make any financing or continuation  statement
filed  in  connection  herewith seriously misleading  within  the
meaning  of  Section  9-402(7) of the  Code  or  any  other  then
applicable provision of the Code unless Aladdin Gaming shall have
given  GE Capital written notice thereof within thirty (30)  days
following  such change and shall have taken all action  (or  made
arrangements  to  take  such action substantially  simultaneously
with  such  change  if it is impossible to take  such  action  in
advance) necessary or reasonably requested by GE Capital to amend
such financing statement or continuation statement so that it  is
not seriously misleading.

           (l)   GE  CAPITAL'S  APPOINTMENT AS  ATTORNEY-IN-FACT.
Subject to Nevada Gaming Laws, effective upon the occurrence  and
during  the  continuation of an Event of Default, Aladdin  Gaming
hereby  irrevocably constitutes and appoints GE Capital  and  any
officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power  and
authority  in the place and stead of Aladdin Gaming  and  in  the
name  of Aladdin Gaming or in its own name, from time to time  in
GE  Capital's  discretion, for the purpose of  carrying  out  the
terms  of  this  Agreement and any other Operative  Document,  to
take  any  and all appropriate action and to execute and  deliver
any  and all documents and instruments which may be necessary  or
desirable  to accomplish the purposes of this Agreement  and  any
other Operative Document and, without limiting the generality  of
the  foregoing, hereby grants to GE Capital the power and  right,
on  behalf  of  Aladdin Gaming, without notice to  or  assent  by
Aladdin Gaming, and at any time, to do the following:

                (1)  continue any insurance existing pursuant  to
and required by the terms of the Operative Documents, and pay all
or any part of the premiums therefor and the costs thereof;

                (2)   receive  payment of  any  and  all  monies,
claims,  and  other  amounts due or to become  due  at  any  time
arising out of or in respect of any Collateral;

                (3)   ask,  demand,  collect,  receive  and  give
acquittances and receipts for any and all money due or to  become
due under any Collateral;

                (4)   pay  or  discharge taxes,  liens,  security
interest, or other encumbrances levied or placed on or threatened
against the Collateral;

                (5)   effect any repairs or obtain any  insurance
called for by the terms of this Agreement and pay all or any part
of the premiums therefor and costs thereof;

                               31

<PAGE>

               (6)  direct any party liable for any payment under
or in respect of any of the Collateral to make payment of any and
all  monies  due  or  to become due thereunder,  directly  to  GE
Capital or as GE Capital shall direct;

                (7)   sign  and endorse any invoices, freight  or
express  bills,  bills of lading, storage or warehouse  receipts,
drafts  against debtors, assignments, verifications, and  notices
in connection with the Collateral;

                (8)   settle,  compromise  or  adjust  any  suit,
action,  or  proceeding  relating  to  the  Collateral  and,   in
connection  therewith, give such discharges  or  releases  as  GE
Capital may deem appropriate;

                (9)  commence and prosecute any suits, actions or
proceedings   of  law  or  equity  in  any  court  of   competent
jurisdiction to collect the Collateral or any part thereof and to
enforce any other right in respect of any Collateral;

               (10) defend any suit, action or proceeding brought
against  Aladdin Gaming with respect to any Collateral if Aladdin
Gaming does not defend such suit, action or proceeding or  if  GE
Capital believes that Aladdin Gaming is not pursuing such defense
in  a manner that will maximize the recovery with respect to such
Collateral; and

                (11)  sell, transfer, pledge, make any  agreement
with respect to, or otherwise deal with any of the Collateral  as
fully and completely as though GE Capital were the absolute owner
thereof  for all purposes, and to do, at GE Capital's option  and
Aladdin Gaming's expense, at any time, or from time to time,  all
acts  and  things which GE Capital reasonably deems necessary  to
perfect,  preserve,  or  realize  upon  the  Collateral  and   GE
Capital?s  Lien  therein in order to effect the  intent  of  this
Agreement  and the other Operative Documents, all  as  fully  and
effectively as Aladdin Gaming might do.

                Aladdin  Gaming hereby ratifies,  to  the  extent
permitted  by law, all that said attorneys shall lawfully  do  or
cause to be done by virtue hereof.  The power of attorney granted
pursuant to this Section is a power coupled with an interest  and
shall be irrevocable.

                The powers conferred on GE Capital hereunder  are
solely  to  protect  GE  Capital's  security  interests  in   the
Collateral and shall not impose any duty upon it to exercise  any
such  powers.  GE Capital shall be accountable only  for  amounts
that  it  actually receives as a result of the exercise  of  such
powers and none of its officers, directors, employees, agents  or
representatives shall be responsible to Aladdin  Gaming  for  any
act  or failure to act, except for their own gross negligence  or
willful  misconduct as determined by a final judgment of a  court
of competent jurisdiction.

          (m)  INDEMNIFICATION.  (1) Aladdin Gaming hereby agrees
to  indemnify  on  an  after-tax basis,  defend,  save  and  keep
harmless  GE Capital, the Participants, their agents,  employees,
successors and assigns, (each, an "Indemnified Person"), from and
against  any  and all suits, actions, costs, fines, deficiencies,
penalties, proceedings, claims, damages, losses, liabilities  and
expenses  (including reasonable attorneys' fees and disbursements
and    other     costs     of     investigation     or   defense,

                               32

<PAGE>

including those incurred upon any appeal) (each, a "Claim") which
may  be  instituted  or  asserted against  or  incurred  by  such
Indemnified  Person as the result of credit having been  extended
under  this  Agreement  or any other Operative  Document,  or  in
connection  with or arising out of the transactions  contemplated
hereunder  and  thereunder, of whatsoever  kind  and  nature,  in
contract  or  tort,  and including, but not  limited  to,  strict
liability in tort, arising out of (A) the selection, manufacture,
purchase, acceptance or rejection of Collateral, the ownership of
Collateral  during  the  Lease Term,  and  the  delivery,  lease,
possession,  maintenance, use, condition, return or operation  of
the  Collateral (including, without limitation, latent and  other
defects, whether or not discoverable by an Indemnified Person  or
Aladdin  Gaming and any claim for patent, trademark or  copyright
infringement  or environmental damage), or (B) the  condition  of
Collateral  sold or disposed of after use by Aladdin  Gaming,  or
(C)  Environmental Claims or Environmental Liabilities and  Costs
and,  unless Aladdin Gaming is then contesting in good faith such
Environmental  Claim or Environmental Liabilities and  Costs  and
Aladdin  Gaming  has set aside on its books appropriate  reserves
therefor,  Aladdin Gaming shall fully and promptly  pay,  perform
and  discharge  any  such  Environmental Claim  or  Environmental
Liabilities  and  Costs.  Notwithstanding the foregoing,  Aladdin
Gaming  shall not be required to indemnify any Indemnified Person
for  any  Claim  to the extent such Claim (i) arises  out  of  or
results  from the gross negligence or willful misconduct of  such
Indemnified Person or any of its Affiliates; (ii) arises  out  of
or  relates  to  the  breach by such Indemnified  Person  or  its
Affiliate  of  any  provision of any  Operative  Document;  (iii)
arises  out of or results from any facts, circumstances or events
occurring  (x)  in the case of Collateral subject to  the  Master
Lease  Agreement, after the later of (1) the termination  of  the
Master Lease Agreement with respect to such Equipment, or (2) the
return  of  such Equipment in accordance with the  terms  of  the
Master  Lease  Agreement, and (y) in the case of all  Collateral,
after the later of (1) the repossession of such Collateral by  GE
Capital,  or  (2)  the payment in full of the  Obligations;  (iv)
arises  out of or relates to the voluntary transfer by GE Capital
of its interest in the Obligations or the Collateral prior to the
occurrence  of an Event of Default; (v) arises out of or  results
from  a  Lien on the Collateral created by or through GE Capital;
or (vi) is a Tax.

               (2)  No Indemnified Person shall be responsible or
liable  to  any  other  party hereto,  any  successor,  assignee,
participant, or third-party beneficiary of Aladdin Gaming or  any
person  asserting  claims derivatively through  such  party,  for
indirect, punitive, exemplary or consequential damages which  may
be  alleged as a result of credit having been extended under  the
Operative  Documents.   Aladdin Gaming  hereby  acknowledges  and
agrees  that  the Indemnified Persons (A) are not now  and  never
have  been  in control of the Subject Property or the affairs  of
Aladdin  Gaming,  and  (B) do not have the capacity  through  the
provisions  of the Operative Documents to influence conduct  with
respect  to the ownership, operation or management of the Subject
Property.

                (3)   If  a  Claim is made against an Indemnified
Person,  such  Indemnified Person promptly after  receiving  such
notice  shall  give  notice  of such  Claim  to  Aladdin  Gaming;
provided  that  the  failure to provide  such  notice  shall  not
release  Aladdin Gaming from any of its obligations to  indemnify
hereunder  except if Aladdin Gaming is prejudiced as a result  of
the failure to give such notice in a timely fashion and then only
to  the  extent  of  such  prejudice.  Aladdin  Gaming  shall  be
entitled,  at  its sole cost and expense, acting through  counsel
reasonably  acceptable  to the Indemnified  Person,  so  long  as
Aladdin Gaming has acknowledged in writing its responsibility for

                               33

<PAGE>

indemnification  of  the  Indemnified  Person  for   such   Claim
hereunder, (A) in any judicial or administrative proceeding  that
involves  solely  the  Claim, to assume  responsibility  for  and
control thereof, (B) in any judicial or administrative proceeding
involving  a Claim and other claims related or unrelated  to  the
transactions contemplated by the Operative Documents,  to  assume
responsibility  for and control of the Claim to the  extent  that
the  same may be and is severed from such other claims (and  such
Indemnified Person shall use its reasonable efforts,  at  Aladdin
Gaming's  expense, to obtain such severance), (C)  in  any  other
case, to be consulted by such Indemnified Person with respect  to
judicial  proceedings subject to the control of such  Indemnified
Person  and  to be allowed, at Aladdin Gaming's sole expense,  to
participate  therein.  The Indemnified Person may participate  at
its  own  expense  and  with  its own  counsel  in  any  judicial
proceeding controlled by Aladdin Gaming pursuant to the preceding
provisions.  Notwithstanding any of the foregoing, Aladdin Gaming
shall not be entitled to assume responsibility for and control of
any  such judicial or administrative proceedings if any Event  of
Default   shall  have  occurred  and  be  continuing,   if   such
proceedings will involve a material risk of the sale,  forfeiture
or  loss  of, or the creation of any Lien (other than a Permitted
Encumbrance) on, the Collateral, unless Aladdin Gaming shall have
posted  a bond or other security reasonably satisfactory  to  the
Indemnified  Person  with  respect  to  such  risk,  or  if  such
proceedings  could  entail any risk of criminal  liability  being
imposed on such Indemnified Person.

                (4)   All of GE Capital's rights, privileges  and
indemnities   contained  in  this  Section  shall   survive   the
expiration or other termination of this Agreement and the rights,
privileges  and  indemnities contained herein are expressly  made
for  the benefit of, and shall be enforceable by each Indemnified
Person and its successors and assigns.

           (n)   CONFIRMATION OF OPENING DATE.  On  the  date  on
which Aladdin Gaming obtains a temporary certificate of occupancy
for  the  Aladdin Hotel and Casino, Aladdin Gaming shall  provide
telephonic notice thereof to GE Capital and shall, within two (2)
Business  Days thereafter, confirm in writing to GE  Capital  the
Opening Date and shall confirm the amortization of the Term  Loan
by executing the Amortization Schedule prepared by GE Capital, to
be attached to the Term Loan Note on the Opening Date.

           (o)   USE OF PROCEEDS.  Aladdin Gaming shall  use  the
proceeds of each Funding under the Term Loan Facility to pay  the
acquisition  cost  of, or to repay deposits  funded  by  drawings
under the Senior Credit Facility with respect to, the acquisition
cost  of  the  Collateral.  GE Capital shall use the proceeds  of
each  Funding  with  respect to the Lease  Facility  to  pay  the
acquisition  cost, or to repay deposits funded by drawings  under
the  Senior Credit Facility with respect to, the acquisition cost
of the Equipment specified in the applicable Schedule.

           (p)   REPAYMENT OF INDEBTEDNESS. Aladdin Gaming  shall
repay,  in accordance with its terms, all Indebtedness, including
all  sums  due  under  this  Agreement and  the  other  Operative
Documents  subject, however, in the case of any such Indebtedness
(excluding,  however any Obligation) the repayment  of  which  is
limited   by  any  term  of  any  Operative  Document,  to   such
limitation.

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<PAGE>

           (q)   DILIGENT CONSTRUCTION OF THE MAIN PROJECT.  From
and  after  the initial Funding with respect to the  construction
and  Final  Completion  of each of the Hotel/Casino,  the  Energy
Project,  and,  if applicable, the renovations  to  the  Theater,
Aladdin Gaming shall:

               (1)  take or cause to be taken all action, make or
cause to be made all Contracts and, if required, Subcontracts and
do  or cause to be done all things necessary to construct of  the
Hotel/Casino and, if applicable, the renovations to  the  Theater
diligently   to   Final   Completion  in  accordance   with   the
Design/Build Contract, the Plans and Specifications and the other
Operative Documents;

                (2)  take or cause to be taken all action and  do
or  cause  to  be  done  all  things  necessary  to  enforce  the
obligation of the Energy Project Provider and, if applicable, the
Energy  Project Guarantor to construct or cause the  construction
of   the  Energy  Project  diligently  to  Final  Completion   in
accordance  with  the  Energy Project Ground  Lease,  the  Energy
Service Agreement and the other Operative Documents applicable to
the  Energy Project, subject to clause (c) of Section 8  1.13  of
the Senior Credit Agreement; and

                (3)   promptly after completing the Main  Project
Punchlist  Items applicable to the Hotel/Casino and the  Theater,
as  the case may be, request the Construction Consultant to issue
the  Main Project Punchlist Completion Certificate applicable  to
the Hotel/Casino and the Theater, as the case may be.

           (r)  IN BALANCE; BORROWER EQUITY.  If at any time  the
Project Budget is not In Balance, Aladdin Gaming shall deposit or
cause to be deposited into the Guaranty Deposit Account, in cash,
funds  in  the  amount required to bring the  Project  Budget  In
Balance. Each such deposit shall be made on the earlier of (x) 10
days after demand therefor by GE Capital, or (y) the Business Day
immediately preceding the date on which a Funding is to  be  made
by  GE  Capital  pursuant  to  the  Operative  Documents  or,  if
applicable,  an  Advance is to be made by the Disbursement  Agent
pursuant to the Disbursement Agreement, as the case may be.

          (s)  PROPER LEGAL FORMS.  Aladdin Gaming shall take all
action  within its control required or advisable to  ensure  that
each of the Operative Documents is in proper legal form.

           (t)   ENVIRONMENTAL.  Aladdin Gaming and  Subsidiaries
will:

                (1)   construct,  use  and  operate  all  of  its
facilities  and  properties  in  material  compliance  with   all
Environmental  Laws,  keep  all  necessary  permits,   approvals,
certificates,  licenses  and  other  authorizations  relating  to
environmental matters in effect and remain in material compliance
therewith,  and  handle  all  Hazardous  Substances  in  material
compliance with all applicable Environmental Laws;

               (2)  promptly notify GE Capital and provide copies
upon  receipt of all material written claims, complaints, notices
or   inquiries   relating    to   potential    liability    under
or   non-compliance   with,   Environmental   Laws,   and   shall
promptly      resolve        any       material    non-compliance

                               35

<PAGE>

with  Environmental Laws and keep its property free of  any  Lien
imposed by any Environmental Law; and

                (3)   provide such information and certifications
which  GE  Capital may reasonably request from time  to  time  to
evidence  compliance  with this Section,  including  certificates
confirming (i) removal of asbestos in the existing building on or
before  June 30, 1998, (ii) removal of asbestos from the  Theater
within  30 days after such removal has been completed, and  (iii)
removal  of  all underground storage tanks within 30  days  after
such removal has been completed.

     11.  NEGATIVE COVENANTS.

           Aladdin  Gaming covenants and agrees that, without  GE
Capital's prior written consent, from and after the date hereof:

            (a)    BUSINESS  ACTIVITIES.   Aladdin   Gaming   and
Subsidiaries  will  not engage in any business  activity,  except
those  described  in the recitals to the Senior Credit  Agreement
and such activities as are reasonably incidental or substantially
similar thereto.

           (b)   INDEBTEDNESS.  Aladdin Gaming  and  Subsidiaries
will  not directly or indirectly, create, incur, assume or suffer
to  exist  or  otherwise become or be liable in  respect  of  any
Indebtedness or issue any shares of Preferred Stock, other  than,
without duplication, the following:

                 (1)   Indebtedness  in  respect  of  the  Credit
Extensions   and  other  Obligations  under  the  Senior   Credit
Facility;

               (2)  Existing Indebtedness;

                (3)  Indebtedness of Aladdin Gaming comprised  of
Hedging   Liabilities;  provided,  however,  that  the   notional
principal amount of any such Hedging Liabilities does not  exceed
the  principal  amount  of Indebtedness  to  which  such  Hedging
Liabilities relate;

               (4)  Indebtedness of Aladdin Gaming incurred under
this Agreement;

                 (5)   Indebtedness  (to  the  extent  that   the
incurrence  thereof  does  not result in  incurrence  by  Aladdin
Gaming  of  any obligation for the payment of borrowed  money  of
others)  solely  in respect of performance bonds; provided,  that
such Indebtedness was incurred in the ordinary course of business
of   Aladdin   Gaming  and  in  an  aggregate  principal   amount
outstanding  under this clause (e) at any one time  of  not  more
than $10,000,000;

                (6)  Indebtedness of Aladdin Gaming comprised  of
(x)  at  any  time  prior  to  the Outside  Completion  Deadline,
additional  Indebtedness under clause (4) of this Section  in  an
aggregate  amount  not to exceed $40,000,000, plus  (y)  after  a
Default of the "In Balance" requirements in Section 10(r)  hereof
and   at   any   time   prior    to    the   Outside   Completion
Deadline,  additional   Indebtedness  under  clause  (4)   in  an
aggregate   amount  not   to   exceed  $50,000,000  provided that
Indebtedness   incurred   pursuant   to    this   clause   (6)(y)
is   matched,    dollar     for      dollar,     by    additional

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<PAGE>

equity investments; provided, however, that the foregoing amounts
shall  be  reduced  by any amounts which the  lenders  under  the
Senior Credit Facility have agreed by amendment to this Agreement
to lend pursuant to clause (1);

                 (7)    Aladdin   Gaming  may   incur   Permitted
Refinancing Indebtedness in exchange for, or the net proceeds  of
which  are  used  to  refinance, renew,  replace,  substitute  or
refund,  Indebtedness  that was permitted to  be  incurred  under
clauses (2), (4) and (8) of this covenant;

                 (8)    after   the  Hotel/Casino  is  Operating,
Indebtedness of Aladdin Gaming under any Working Capital Facility
in  an  aggregate amount at any time outstanding  not  to  exceed
$20,000,000; and

                (9)  Indebtedness of Aladdin Music in respect  of
the construction of the Music Project, the terms of which and the
Instruments which evidence and secure such Indebtedness shall  be
satisfactory  to GE Capital as determined in good  faith  in  its
sole discretion.

Accrual  of  interest, the accretion of the accredited  value  or
principal  and the payment of interest in the form of  additional
Indebtedness  and  the  issuance  of  Aladdin  Gaming  Series   A
Preferred  Membership Interests, will not  be  deemed  to  be  an
incurrence of Indebtedness for purposes of this covenant.

           (c)  LIENS.  Aladdin Gaming shall not create or permit
to  exist  any  Lien  on any of  the Collateral  except  for  (i)
presently  existing or hereafter created Liens  in  favor  of  GE
Capital   to   secure   the  Obligations;  and   (ii)   Permitted
Encumbrances  (other  than  Permitted Encumbrances  described  in
Clause (iii) of the definition thereof).

           (d)   FINANCIAL  CONDITION  AND  OPERATIONS.   Aladdin
Gaming  will  not,  as  of  the  close  of  any  Fiscal  Quarter,
commencing  with  the close of the Fiscal Quarter  in  which  the
Conversion Date occurs, permit:

                (1)   TOTAL DEBT TO EBITDA RATIO.  The Total Debt
to EBITDA Ratio at the close of any such Fiscal Quarter set forth
below to exceed the ratio set forth opposite such Fiscal Quarter:

      Such FQ Closing                     Total Debt to EBITDA
     after Conversion Date                        Ratio

          FQ1                                     4.1:1
          FQ2                                     4.0:1
          FQ3                                     4.0:1
          FQ4                                     3.75:1
          FQ5                                     3.75:1
          FQ6                                     3.60:1
          FQ7                                     3.60:1
          FQ8                                     3.25:1

                               37

<PAGE>

          FQ9                                     3.25:1
          FQ 10                                   2.85:1
          FQ 11                                   2.85:1
          FQ 12                                   2.55:1
          FQ 13                                   2.55:1
          FQ 14                                   2.40:1
          FQ 15                                   2.40:1
          FQ 16                                   2.25:1
          FQ 17                                   2.25:1
          FQ 18                                   2.15:1
          FQ 19                                   2.15:1
          FQ 20 and thereafter                    2.00:1

                 (2)   INTEREST  COVERAGE  RATIO.   The  Interest
Coverage Ratio as of the close of any such Fiscal Quarter  to  be
less than 2.0:1.0.

                (3)  NET WORTH.  Net Worth as of the close of any
such  Fiscal Quarter to be less than the sum of $100,000,000 plus
85% of positive Net Income (after giving effect to the amount  of
Restricted  Payments made by Aladdin Gaming in cash in accordance
with clauses (1) and (3) of Section 11(f) hereof, subject to  the
terms  thereof for the period, treated as one accounting  period)
from the Closing Date through the close of such Fiscal Quarter.

                (4)   EBITDA.  EBITDA at the close  of  any  such
Fiscal Quarter (determined for such Fiscal Quarter and the  three
immediately preceding such Fiscal Quarters or such lesser  number
of  Fiscal  Quarters to have elapsed since the  Conversion  Date)
during any period set forth below to be less than the amount  set
forth below opposite such period:

       Period of FQs after
       Conversion Date                            Amount

       FQI through FQ4                            $105,000,000
       FQ5 through FQ8                            $110,000,000
       FQ9 through FQI2                           $120,000,000
       FQ13 through FQI6                          $125,000,000
       FQI7 through FQ2O                          $130,000,000
       FQ2l and each Fiscal Quarter thereafter    $140,000,000

                (5)   MINIMUM FIXED CHARGE COVERAGE.  The Minimum
Fixed  Charge Coverage Ratio as of the close of any  such  Fiscal
Quarter to be less than 1.10:1.0.

          (e)  INVESTMENTS.  Aladdin Gaming and Subsidiaries will
not  make, incur, assume or suffer to exist any Investment in any
other Person, except:

                               38

<PAGE>

               (1)  Ongoing Investments;

               (2)  Cash Equivalent Investments;

                (3)   without  duplication,  Investments  to  the
extent  permitted  as  Indebtedness  pursuant  to  Section  11(b)
hereof;

               (4)  without duplication, Investments permitted as
Capital Expenditures pursuant to Section 11(g) hereof;

                (5)   Investments  by  way  of  contributions  to
capital or purchases of interests (directly or indirectly) (i) by
Aladdin Gaming in AMH and Aladdin Music or by such Subsidiary  in
any  of  its  Subsidiaries, subject to the  limitations  and  the
satisfaction of the conditions set forth in Section 2.2.7 of  the
Disbursement Agreement,

                 (6)    Investments  constituting  (x)   accounts
receivable arising, (y) trade debt granted, or (z) deposits  made
in  connection with the purchase price of goods or  services,  in
each case in the ordinary course of business;

                (7)  the grant by Aladdin Gaming to Bazaar of the
Mall  Project Ground Lease and, upon the subdivision of the Site,
the  transfer  by  Aladdin Gaming to Aladdin Bazaar  of  the  fee
interest  in  the  Mall  Project  Parcel  and  the  Mall  Project
Easements;  subject however, to subsection (b) of Section  7.1.21
of the Senior Credit Agreement;

               (8)  the grant of the Energy Project Ground Lease;

               (9)  (x) the grant by Aladdin Gaming to AMH of the
Music  Project  Ground Lease by Aladdin Gaming to Aladdin  Music,
(y)  upon  the subdivision of the Site, the transfer  by  Aladdin
Gaming  to Aladdin Music of the fee interest in the Music Project
Parcel  and  the  Music Project Easements, subject,  however,  to
subsection  (c) of Section 7.1.19 of the Senior Credit Agreement,
and  (z)  upon  consummation of the Music Project  financing,  an
Investment  not  to  exceed  $21,250,000  in  consideration   for
preferred Membership Interests in Aladdin Music pursuant  to  the
Organizational Documents of Aladdin Music;

provided, however, that

                (10) any Investment which when made complied with
the requirements of clauses (w), (x) or (y) of the definition  of
the  term  "Cash Equivalent Investment" may continue to  be  held
notwithstanding that such Investment if made thereafter would not
comply with such requirements; and

                (11) no Investment otherwise permitted by clauses
(3),  (4), (5), (6) or (9) shall be permitted to be made  if  any
Default has occurred and is continuing or would result therefrom.

                               39

<PAGE>

           (f)   RESTRICTED PAYMENTS, ETC.  On and at  all  times
after the date hereof:

                (1)  Aladdin Gaming will not declare, pay or make
any  dividend  or distribution (in cash, property or obligations)
on  any  Membership Interests (now or hereafter  outstanding)  of
Aladdin  Gaming or on any warrants, options or other rights  with
respect  to  any  shares  of  any Membership  Interests  (now  or
hereafter outstanding) of Aladdin Gaming (other than dividends or
distributions payable in its Membership Interests or warrants  to
purchase    its    Membership   Interests    or    splitups    or
reclassifications of its Membership Interests into additional  or
other  shares of its Membership Interests ) or apply,  or  permit
any  of its Subsidiaries to apply, any of its funds, property  or
assets  to  the  purchase,  redemption,  sinking  fund  or  other
retirement  of,  or  agree or permit any of its  Subsidiaries  to
purchase  or redeem, any shares of any Membership Interests  (now
or hereafter outstanding) of Aladdin Gaming, or warrants, options
or  other  rights  with respect to any shares of  any  Membership
Interests (now or hereafter outstanding) of Aladdin Gaming;

                (2)  Aladdin Gaming will not, and will not permit
any of its Subsidiaries to

                      (i)  make  any  payment  or  prepayment  of
principal  of,  or  make  any payment of  interest  on,  (x)  any
subordinated  debt  on any day other than the  stated,  scheduled
date  for  such payment or prepayment set forth in the  documents
and  instruments memorializing such subordinated debt,  or  which
would  violate the subordination provisions of such  subordinated
debt or (y) any Discount Note; or

                     (ii)       redeem, purchase or defease,  any
subordinated  debt or any Discount Note or make any  payment  for
purposes of funding any of the foregoing;

(the foregoing prohibited acts referred to in clauses (1) and (2)
being  herein collectively referred to as "Restricted Payments");
provided however, that

                (3)  notwithstanding the provisions of clause (1)
above, for so long as Aladdin Gaming is treated as a pass-through
entity,  or  Aladdin Gaming is not treated as a separate  entity,
for United States federal income tax purposes (as evidenced by an
opinion  of  counsel  subject  to  usual  qualifications  and  in
reliance   on  customary  representations,  at  least  annually),
Aladdin Gaming shall be permitted to make Restricted Payments  to
equity holders of Aladdin Gaming, in an amount not to exceed  the
Tax Amount for such period; provided, however, that (x) prior  to
any distributions of Tax Amounts, Aladdin Gaming shall deliver an
officers'  certificate to GE Capital to the effect  that  Aladdin
Gaming is a limited-liability company taxable as a partnership or
other  substantially  similarly treated pass-through  entity,  or
Aladdin  Gaming is not treated as a separate entity,  for  United
States  federal income tax purposes and, after giving  effect  to
any  such  distribution of such Tax Amount, Aladdin  Gaming  will
continue to be in compliance with the covenants in Section  11(d)
hereof,  and  (y)  at  the time of such distributions,  the  most
recent audited financial statements of Aladdin Gaming required to
have  been  furnished  pursuant to clause (3)  of  Section  10(a)
hereof   reflect   that   Aladdin  Gaming   is   treated   as   a
limited-liability  company  taxable as  a  partnership  or  other
substantially  similarly treated pass-through entity  or  Aladdin
Gaming,  is  not treated as a separate entity for  United  States
federal  income  tax  purposes for the  period  covered  by  such
financial statements;

                               40

<PAGE>

                (4)  notwithstanding the provisions of clause (1)
above,  from  and  after March 1, 2003, Aladdin Gaming  shall  be
permitted to make Restricted Payments on Aladdin Gaming Series  A
Preferred Membership Interests to Holdings from time to  time  in
an  amount  sufficient to enable Holdings  to  make  payments  of
interest  on  the Discount Notes which are then due and  payable,
such  amount  not  to  exceed the amount  payable  thereunder  in
accordance with the terms thereof in effect on the Closing Date;

                (5)  notwithstanding the provisions of clause (1)
above,  Aladdin  Gaming  shall be permitted  to  make  Restricted
Payments in respect of the Salle Privee Agreement as in effect on
the Closing Date to LCNI;

               (6)  notwithstanding the provisions of clause (1),
Aladdin Gaming shall be permitted to make Restricted Payments  on
the Closing Date in respect of a fee equal to 1% of the amount of
Indebtedness supported and enhanced by the Keep-Well Agreement on
the Closing Date (such amount of Indebtedness being $265,000,000)
and  thereafter  payment of an annual fee equal to  1.5%  of  the
annual  average  Indebtedness outstanding under the  Bank  Credit
Facility  which  is  supported  and  enhanced  by  the  Keep-Well
Agreement, in each case as set forth in the London Clubs Purchase
Agreement as in effect on the Closing Date, to LCI;

               (7)  notwithstanding the provisions of clause (1),
Aladdin  Gaming  shall be permitted to make  Restricted  Payments
with  respect to the Employment Agreements in an aggregate amount
not exceeding $2,000,000 in any Fiscal Year;

                (8)  notwithstanding the provisions of clause (1)
above,  Aladdin  Gaming  shall be permitted  to  make  Restricted
Payments  as  dividends or distributions to its  members  in  any
Fiscal Quarter following the Conversion Date, so long as

                    (i) Aladdin Gaming shall have delivered to GE
Capital

                      (A)  financial  statements  prepared  on  a
proforma basis to give effect to such Restricted Payment for  the
Fiscal  Quarter (the "Base Fiscal Quarter") then last  ended  for
which   financial  statements  and  the  Compliance   Certificate
relating  thereto have been delivered to GE Capital  pursuant  to
Section 10(a) hereof, and

                     (B) a certificate of Aladdin Gaming executed
by  its  chief  financial or accounting Authorized Representative
demonstrating  that  the  financial  results  reflected  in  such
financial statements would result in a Total Debt to EBITDA Ratio
at the Close of any such Base Fiscal Quarter occurring during any
period  set  forth  below to be less than  the  ratio  set  forth
opposite such period:

          Period of FQs                          Total Debt to
     After Conversion Date                        EBITDA Ratio

     FQl through FQ4                             3.50:1
     FQ5 through FQ8                             3.25:1

                               41

<PAGE>

     FQ9 and thereafter                          3.00:l; and

                      (ii)       the  aggregate  amount  of  such
Restricted Payment to be made by Aladdin Gaming pursuant to  this
clause  (8),  when  added to the aggregate  amount  of  all  such
Restricted  Payments  during the Fiscal  Quarter  in  which  such
Restricted Payment would be made, does not exceed the  lesser  of
(A) the sum of (l) 50% of Net Income for the Base Fiscal Quarter,
plus (2) the amount of Cash Contributions to Capital, and (B)  an
amount  equal to the excess of (1) Excess Cash Flow for the  Base
Fiscal  Quarter,  over  (2) the amount of  Mandatory  Prepayments
required  to have been made pursuant to (c) of Section  3.1.1  of
the Senior Credit Agreement (without giving effect to the proviso
to such Section) for the Base Fiscal Quarter; and

               (9)  no Restricted Payments otherwise permitted by
clauses  (3), (4), (5), (6),(7) or (8) shall be made if a Default
shall have occurred and be continuing or if a Default will result
after giving effect thereto.

           (g)   CAPITAL EXPENDITURES, ETC.  From and  after  the
Conversion Date, Aladdin Gaming will not make or commit  to  make
Capital Expenditures, except Capital Expenditures set forth in  a
budget delivered by Aladdin Gaming in accordance with clause (11)
of  Section  10(a) hereof; provided however, in  no  event  shall
Aladdin  Gaming  make or commit to make any Capital  Expenditures
during  any Fiscal Year occurring (a) during the period from  the
Closing Date through the fourth anniversary thereof in excess  of
$12,000,000,  or  (b)  after  such  anniversary  in   excess   of
$18,000,000,  in each case whether or not funded  from  the  FF&E
Reserve.

           (h)  RENTAL OBLIGATIONS.  Aladdin Gaming will not, and
will  not  permit any Subsidiary to, enter into at any  time  any
arrangement  (other  than  pursuant  to  this  Agreement)   which
involves  the  leasing by Aladdin Gaming from any lessor  of  any
real  or personal property (or any interest therein), which  does
not  create a Capitalized Lease Liability and except arrangements
which, together with all other such arrangements which shall then
be in effect, will not require the payment of an aggregate amount
in any Fiscal Year of rentals by Aladdin Gaming and Subsidiary in
excess  of;  in  the case of any such arrangements  entered  into
prior  to  the  90th  day  following the Final  Completion  Date,
$1,000,000  per  annum and, in the case of any  such  arrangement
entered into on or subsequent to such date, $5,000,000 per annum.

           (i)   TAKE  OR PAY CONTRACTS.  Except for  the  Energy
Project  Service Agreement, Aladdin Gaming and Subsidiaries  will
not  enter into or be a party to any arrangement for the purchase
of  materials,  supplies,  other property  or  services  if  such
arrangement by its express terms requires that payment be made by
Aladdin  Gaming or such other Person regardless of  whether  such
materials,  supplies, other property or services are in  fact  or
can be required to be delivered or furnished to it.

           (j)   CONSOLIDATION, MERGER, ETC.  Aladdin Gaming  and
Subsidiaries  will  not   sell all or substantially  all  of  its
assets  as  an  entirety  to, liquidate or dissolve,  consolidate
with,  or  merge into or with, any other Person, or  purchase  or
otherwise acquire all or substantially all of the assets  of  any
Person (or of any division thereof).

                               42

<PAGE>

          (k)  TRANSACTIONS WITH AFFILIATES.  Aladdin Gaming will
not  sell,  lease, transfer or otherwise dispose of  any  of  its
properties or assets to, or purchase any property or assets from,
or  enter  into  or  make  or  amend any  transaction,  contract,
agreement, understanding, loan, advance or guarantee with, or for
the  benefit  of,  any  Affiliate  (each  of  the  foregoing,  an
"Affiliate  Transaction"), unless (i) such Affiliate  Transaction
is  on  terms  that are no less favorable to Aladdin Gaming  than
those  that  would have been obtained in a comparable transaction
by  Aladdin  Gaming  with an unrelated Person  and  (ii)  Aladdin
Gaming  delivers to GE Capital (A) with respect to any  Affiliate
Transaction or series of related Affiliate Transactions involving
aggregate  consideration in excess of $1,000,000,  a  certificate
from  an  Authorized Representative of Aladdin Gaming  certifying
that  such Affiliate Transaction complies with clause (i)  above,
(B)  with  respect  to  any Affiliate Transaction  or  series  of
Affiliate  Transactions  involving  aggregate  consideration   in
excess  of  $5,000,000, a resolution of the Management  Committee
set  forth in a certificate from an Authorized Representative  of
Aladdin   Gaming  certifying  that  such  Affiliate   Transaction
complies   with   clause  (i)  above  and  that  such   Affiliate
Transaction  has  been  approved unanimously  by  the  Management
Committee,  and  (C)  with respect to any Affiliate  Transactions
involving  aggregate consideration in excess of  $10,000,000,  an
opinion  as  to  the  fairness to GE Capital  of  such  Affiliate
Transaction  from  a  financial  point  of  view  issued  by   an
accountant,  appraisal  or investment banking  firm  of  national
standing.  The  foregoing  provisions  will  not  apply  to   any
payments,  transfers or dispositions pursuant to  the  following:
(i)   any   employment,   indemnification,   non-competition   or
confidentiality agreement entered into by Aladdin Gaming  in  the
ordinary   course   of  business  on  terms  customary   in   the
hotel/casino  business including the Employment  Agreement;  (ii)
Restricted Payments permitted by the provisions of Section  11(f)
hereof;  (iii)  the  Noteholder  Completion  Guaranty;  (iv)  the
Keep-Well  Agreement; (v) the Salle Privee Management  Agreement;
(vi)  the  Reciprocal  Easement Agreement as  in  effect  on  the
Closing Date; (vii) the Common Parking Area Use Agreement; (viii)
any    amendments,   modifications,   restatements,.    renewals,
supplements and replacements to the Reciprocal Easement Agreement
or  the  Common Parking Area Use Agreement approved by GE Capital
in  its  sole discretion; (ix) the Theater Lease after GE Capital
has  approved  the form and content thereof; (x) the  payment  by
Aladdin Bazaar to Aladdin Gaming of up to $14,200,000 pursuant to
Section 4.5(a) of the Site Work Agreement, (xi) loans or advances
to  employees  of  Aladdin Gaming to fund the exercise  price  of
options granted under employment agreements or stock option plans
or  agreements of Aladdin Gaming, in each case, as in  effect  on
the  Closing Date, not to exceed $500,000 outstanding at any  one
time; (xii) the Investments described in clauses (7), (8) and (9)
of  Section  11(e) hereof; and (xiii) the payment  of  reasonable
fees  to  members  of  the  Board of Managers  or  the  Board  of
Directors,  as  the case may be, of Aladdin Gaming  who  are  not
employees of Aladdin Gaming.

           (l)   NEGATIVE  PLEDGES, RESTRICTIVE AGREEMENTS,  ETC.
Aladdin  Gaming  will  not enter into any  agreement  (excluding;
however, (i) this Agreement and any other Loan Document, or  (ii)
in  the  case  of clause (1) below, any agreement  governing  any
Indebtedness permitted by clause (4) of Section 11(b)  hereof  as
to  the  assets  financed with the proceeds of such Indebtedness)
governing any Indebtedness prohibiting

                (1)   the creation or assumption of any Lien upon
its  properties,  revenues  or  assets,  whether  now  owned   or
hereafter  acquired, to the extent that any such negative  pledge
would  prohibit the creation or first priority perfection of  any
Liens  of  the  type  described in clause (x)  of  Section  11(c)
hereof;

                               43

<PAGE>

               (2)  the ability of Aladdin Gaming or Subsidiaries
to amend or otherwise modify any Operative Document; or

                (3)   the  ability of any Subsidiary to make  any
payments,  directly or indirectly, to Aladdin Gaming  by  way  of
dividends,   advances,   repayments   of   loans   or   advances,
reimbursements  of  management and  other  intercompany  charges,
expenses  and  accruals or other returns on investments,  or  any
other agreement or arrangement which restricts the ability of any
such  Subsidiary to make any payment, directly or indirectly,  to
Aladdin Gaming.

           (m)  SALE AND LEASEBACK.  Aladdin Gaming will not, and
will  not  permit  any of its Subsidiaries  to,  enter  into  any
agreement or arrangement with any other Person providing for  the
leasing  by Aladdin Gaming or any of its Subsidiaries of real  or
personal  property which has been or is to be sold or transferred
by Aladdin Gaming or any of its Subsidiaries to such other Person
or  to  any  other Person to whom funds have been or  are  to  be
advanced  by  Aladdin Gaming on the security of such property  or
rental obligations of Aladdin Gaming or any of its Subsidiaries.

           (n)   STOCK OF SUBSIDIARIES.  Aladdin Gaming will  not
permit  any  Subsidiary to issue any Capital Stock  (whether  for
value  or  otherwise)  to any Person other than  (x)  to  Aladdin
Gaming  or another wholly-owned Subsidiary, or (y) up to  50%  of
the common Membership Interests of AMH to Planet Hollywood.

           (o)   AMENDMENT  OF  CONSTRUCTION BENCHMARK  SCHEDULE.
Aladdin Gaming shall not directly or indirectly amend (by  Change
Order  or  otherwise),  modify (by Change  Order  or  otherwise),
allocate,  reallocate or supplement or permit or consent  to  the
amendment (by Change Order or otherwise), modification (by Change
Order  or otherwise), allocation, reallocation or supplementation
of  the Construction Benchmark Schedule in any manner that  would
extend the Completion Date, except that Aladdin Gaming may,  from
time to time, amend the Construction Benchmark Schedule to extend
the  Completion  Date,  but  not beyond  the  Outside  Completion
Deadline,   by   delivering  to  GE  Capital   a   Main   Project
Budget/Schedule  Amendment Certificate (x) containing  a  revised
Construction  Benchmark Schedule reflecting  the  new  Completion
Date  and  (y) complying with the applicable provisions  of  this
Section  with  respect to the changes in the Main Project  Budget
that will result from the extension of the Completion Date. If  a
Force  Majeure  Event  occurs,  then  Aladdin  Gaming  shall   be
permitted to extend the Completion Date for up to one year to the
extent  that  (w)  Aladdin Gaming certifies  the  occurrence  and
continuation  of  such Force Majeure Event in  writing,  (x)  the
Construction   Consultant  confirms  that   such   extension   is
reasonably  necessary to overcome any delays cawed by  the  Force
Majeure Event, (y) Aladdin Gaming has satisfied the conditions to
such  extension as set forth in the definition of "Force  Majeure
Event",  and  (z) such extension is permitted by the Design/Build
Contract.

            (p)    HAZARDOUS  SUBSTANCES.   Aladdin  Gaming   and
Subsidiaries  shall  not  release, emit  or  discharge  into  the
environment any Hazardous Substances in material violation of any
Environmental Law, Legal Requirement or Permit.

          (q)  OPENING.  Aladdin Gaming shall not begin Operating
the   Aladdin  Hotel  and  Casino  unless  each  of  the  Opening
Conditions  has  been  satisfied and Aladdin Gaming has delivered

                               44

<PAGE>

to  GE  Capital a certificate in the form of Exhibit T-I  to  the
Senior  Credit  Agreement  and  the Construction  Consultant  has
delivered to GE Capital a certificate in the form of Exhibit  T-2
to the Senior Credit Agreement.

     12.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES.

           (a)  EVENTS OF DEFAULT.  The occurrence of any one  or
more  of the following events (regardless of the reason therefor)
shall constitute an "Event of Default" hereunder:

               (1)  Aladdin Gaming shall fail to make any payment
in respect of any payment of principal or interest under the Term
Loan  Note  or  payment of Interim Rent or Basic Rent  under  the
Master Lease Agreement, as and when due; or Aladdin Gaming  shall
fail  to  make any other payment hereunder or under  any  of  the
other  Operative Documents when due and payable or  declared  due
and  payable  and such failure shall continue for five  (5)  days
after the due date therefor.

                (2)   Aladdin  Gaming shall fail  or  neglect  to
perform, keep or observe any of the provisions of Sections  10(j)
or 11 hereof.

                (3)   Aladdin  Gaming shall fail  or  neglect  to
perform,  keep or observe any term or provision of this Agreement
(other  than any such term or provision referred to in paragraphs
(1) or (2) above) or of any of the other Operative Documents, and
the same shall remain unremedied for a period ending on the first
to  occur of thirty (30) days after Aladdin Gaming shall  receive
written notice of any such failure from GE Capital or thirty (30)
days  after a Responsible Officer of Aladdin Gaming shall  become
aware thereof.

               (4)  A default shall occur in the payment when due
(subject   to  any  applicable  grace  period  or,   whether   by
acceleration or otherwise, of any Indebtedness of Aladdin  Gaming
or  any  of its Subsidiaries (other than Aladdin Music  and  AMH)
(other  than  Indebtedness described in Section 11(b)  hereof  or
unsecured  Indebtedness of Aladdin Gaming or any such  Subsidiary
incurred  in  the  ordinary  course of business  (including  open
accounts   extended  by  suppliers  on  normal  trade  terms   in
connection  with purchases of goods and services, but  excluding,
however,  (x)  Indebtedness incurred  through  the  borrowing  of
money,  and (y) Contingent Liabilities in respect of Indebtedness
other  than Indebtedness of the nature referred to in clause  (d)
thereof))  having  a  principal amount, individually  or  in  the
aggregate, in excess of $2,000,000, or a default shall  occur  in
the performance or observance of any obligation or condition with
respect  to  such  Indebtedness (subject to any applicable  grace
period)  if  the  effect of such default  is  to  accelerate  the
maturity  of any such Indebtedness or such default shall continue
unremedied for any applicable period of time sufficient to permit
the  holder  or holders of such Indebtedness, or any  trustee  or
agent for such holders, to cause or declare such Indebtedness  to
become  due  and  payable or to require such Indebtedness  to  be
prepaid, redeemed, purchased or defeased, or to cause an offer to
purchase  or redeem such Indebtedness to be required to be  made)
prior to its expressed maturity.

                (5)  Any representation or warranty herein or  in
any other Operative Document or in any written statement pursuant
thereto   or    hereto,  any  report,  financial   statement   or
certificate    made    or     delivered    to   GE   Capital   by
Aladdin   Gaming   shall   be   untrue   or   incorrect   in  any

                               45

<PAGE>

material  respect  as  of  the date  when  made  or  deemed  made
(including those made or deemed made pursuant to Section 7(b)).

                (6)  Assets of Aladdin Gaming having an aggregate
fair  market  value  in excess of $1,000,000 shall  be  attached,
seized,  levied  upon,  or  come within  the  possession  of  any
receiver,  trustee,  custodian or assignee  for  the  benefit  of
creditors  of  Aladdin  Gaming  and  shall  remain  unstayed   or
undismissed for sixty (60) consecutive days; or any Person  other
than  Aladdin  Gaming  shall  apply  for  the  appointment  of  a
receiver,  trustee or custodian for Aladdin Gaming?s  assets  and
shall  remain unstayed or undismissed for sixty (60)  consecutive
days;  or  Aladdin  Gaming  shall  have  concealed,  removed   or
permitted  to be concealed or removed, any part of its  property,
with  intent to hinder, delay or defraud its creditors or any  of
them or made or suffered a transfer of any of its property or the
incurring  of  an  obligation which may be fraudulent  under  any
bankruptcy, fraudulent conveyance or other similar law.

               (7)  Aladdin Gaming or Holdings shall:

                     (a)  become insolvent or generally
          fail   to  pay,  or  admit  in  writing   its
          inability or unwillingness generally to  pay,
          debts as they become due;

                     (b)  apply  for,  consent  to,  or
          acquiesce  in the appointment of  a  trustee,
          receiver, sequestrator or other custodian for
          any  substantial part of the property of  any
          thereof, or make a general assignment for the
          benefit of creditors;

                      (c)   in  the  absence  of   such
          application, consent or acquiescence,  permit
          or  suffer  to  exist the  appointment  of  a
          trustee,  receiver,  sequestrator  or   other
          custodian  for  a  substantial  part  of  the
          property  of  any thereof, and such  trustee,
          receiver,  sequestrator  or  other  custodian
          shall  not  be  discharged  within  60  days;
          provided,  however, that Aladdin  Gaming  and
          Subsidiaries each hereby expressly authorizes
          GE  Capital to appear in any court conducting
          any  relevant proceeding during  such  60-day
          period to preserve, protect and defend  their
          rights  under  this Agreement and  the  other
          Operative Documents;

                     (d) permit or suffer to exist  the
          commencement      of     any      bankruptcy,
          reorganization,  debt  arrangement  or  other
          case  or  proceeding under any bankruptcy  or
          insolvency  law, or any dissolution,  winding
          up  or  liquidation  proceeding,  in  respect
          thereof,  and, if any such case or proceeding
          is  not commenced by the Person which is  the
          subject of such case or proceeding, such case
          or   proceeding  shall  be  consented  to  or
          acquiesced  in  by Aladdin  Gaming  or  shall
          result in the entry of an order for relief or
          shall   remain   for  60  days   undismissed;
          provided,  however, that Aladdin  Gaming  and
          Subsidiaries     each     hereby    expressly
          authorizes   GE    Capital    to   appear  in

                               46

<PAGE>

          any   court  conducting  any  such  case   or
          proceeding  during  such  60-day  period   to
          preserve,  protect  and defend  their  rights
          under  the Operative Documents and the  other
          Operative Documents; or

                    (e) take any action authorizing, or
          in furtherance of, any of the foregoing.

                (8)   Any  Operative Document  shall  (except  in
accordance with its terms), in whole or in part, terminate, cease
to  be  effective or cease to be the legally valid,  binding  and
enforceable obligation of any Obligor party thereto; or any  Lien
created  under any Operative Document shall cease to be  a  valid
and  perfected  Lien having the first priority  in  such  of  the
Collateral  purported to be covered thereby; or  Aladdin  Gaming,
any  other  Obligor  or  any  other  Person  shall,  directly  or
indirectly,  contest in any manner such effectiveness,  validity,
binding  nature or enforceability; or, except as permitted  under
any  Operative Document, any Lien securing any Obligation  shall,
in whole or in part, cease to be a perfected first priority Lien.

                (9)   Final  judgment  or  judgments  (after  the
expiration  of all times to appeal therefrom) for the payment  of
money  in  excess of $1,000,000 individually or in the  aggregate
shall  be rendered against Aladdin Gaming, unless the same  shall
be   (i)   fully   covered  by  insurance  in   accordance   with
Section   10(e),  or  (ii)  vacated,  stayed,  bonded,  paid   or
discharged within a period of forty-five (45) days from the  date
of such judgment.

                 (10) There shall occur a Change in Control.

                 (11)   An   event  or  condition  specified   in
Section  11(j)  hereof shall occur or exist with respect  to  any
Plan  or  Multiemployer Plan and, as a result of  such  event  or
condition,  together  with all other such events  or  conditions,
Aladdin  Gaming  or  any ERISA Affiliate  shall  incur  or  could
reasonably expect to incur a liability to a Plan, a Multiemployer
Plan  or PBGC (or any combination of the foregoing) in excess  of
$1,000,000 in the aggregate.

                 (12)  The  occurrence  of  a  default  (and  any
applicable  grace period with respect thereto shall have  expired
and  such  default  shall not have timely been cured)  under  the
provisions of any of the other Operative Documents.

                (13)  The liquidation, termination or dissolution
of  Aladdin  Gaming  without  the prior  written  consent  of  GE
Capital.

                (14)  The occurrence of an Event of Default under
the Senior Credit Agreement.

                (15)  Any Operative Document, or any Lien granted
thereunder, shall (except in accordance with its terms), in whole
or  in part, terminate, cease to be effective or cease to be  the
legally  valid, binding and enforceable obligation of any Obligor
party  thereto; Aladdin Gaming, any other Obligor  or  any  other
Person shall, directly or indirectly, contest in any manner  such
effectiveness,   validity,  binding  nature  or   enforceability;
or,    except      as     permitted     under     any   Operative

                               47

<PAGE>

Document, any Lien securing any Obligation shall, in whole or  in
part, cease to be a perfected first priority Lien.

           (b)   REMEDIES.   If any Event of Default  shall  have
occurred and be continuing the rate of interest applicable to the
Obligations  may, at GE Capital's sole discretion, be  increased,
effective  as  of  the date of the occurrence  of  the  Event  of
Default, to the Default Rate as provided in Section 2(e).  If any
Event  of  Default  shall have occurred  and  be  continuing,  GE
Capital may (subject to Nevada Gaming Laws), upon written  notice
to  Aladdin  Gaming (except in the case of the Event  of  Default
described in clause (7) above, in which case no notice  shall  be
required),  take any one or more of the following  actions:   (a)
terminate  the  Commitment, whereupon GE Capital's obligation  to
make further Fundings shall terminate; and/or (b) declare all  or
any  portion  of  the Term Loan to be forthwith due  and  payable
whereupon  the principal amount of the Term Loan and all  accrued
and  unpaid interest thereon shall become and be immediately  due
and  payable; and/or (c) in the case of Obligations arising under
the  Master  Lease Agreement, require Aladdin Gaming to  pay,  as
liquidated  damages for loss of a bargain and not as  a  penalty,
the  Stipulated  Loss  Value  of  the  Equipment  (calculated  in
accordance with Annex D attached to the Schedule as of  the  Rent
Payment  Date next preceding the Event of Default, together  with
all  Rents  and  other  sums  then due  under  the  Master  Lease
Agreement;  and/or (d) exercise any rights and remedies  provided
to  GE  Capital under the Operative Documents and/or  at  law  or
equity, including all remedies provided under the Code; provided,
however,  that  upon  the  occurrence  of  an  Event  of  Default
specified in Sections 12(a)(6), (7) or (8), the rate of  interest
applicable to all Obligations shall be increased automatically to
the  Default Rate as provided in Section 2(e), and the Commitment
immediately shall terminate and the Obligations immediately shall
become due and payable, in each case, without declaration, notice
or demand by any Person.

           Without  limiting  the generality  of  the  foregoing,
subject  to  Nevada Gaming Laws, Aladdin Gaming expressly  agrees
that  in  any such event GE Capital without demand of performance
or  other demand, advertisement or notice of any kind (except the
notice  specified  below of time and place of public  or  private
sale) to or upon Aladdin Gaming or any other Person (all and each
of which demands, advertisements and notices are hereby expressly
waived  to  the  maximum extent permitted by the Code  and  other
Applicable Law), may forthwith enter upon the premises of Aladdin
Gaming where any Collateral is located through self-help, without
judicial  process,  without first obtaining a final  judgment  or
giving Aladdin Gaming notice and opportunity for a hearing on  GE
Capital's  claim  or action, and without paying rent  to  Aladdin
Gaming, and collect, receive, assemble, process, appropriate  and
realize  upon  the  Collateral, or  any  part  thereof,  and  may
forthwith  sell,  lease, assign, give an  option  or  options  to
purchase,  or  sell  or otherwise dispose  of  and  deliver  said
Collateral (or contract to do so), or any part thereof, in one or
more  parcels at public or private sale or sales, at any exchange
at  such prices as it may deem best, for cash or on credit or for
future  delivery  without assumption  of  any  credit  risk.   GE
Capital shall have the right upon any such public sale or  sales,
and,  to  the extent permitted by Applicable Law, upon  any  such
private  sale or sales, to purchase for its benefit the whole  or
any  part of said Collateral so sold, free of any right or equity
of  redemption, which equity of redemption Aladdin Gaming  hereby
releases.  Such sales may be adjourned or continued from time  to
time with or without notice.  GE Capital shall have the right  to
use  the Subject Property to store the Collateral, to operate the
Collateral   or   to   conduct   such   sales   on   the  Subject
Property  or  elsewhere   and   shall  have  the  right   to  use
the   Subject      Property     without     charge     for   such

                               48

<PAGE>

purposes  for  such time (not to exceed twelve (12) months  after
the  commencement  of the exercise of remedies  hereunder  by  GE
Capital after the occurrence of an Event of Default hereunder) as
GE Capital reasonably deems necessary or advisable.

          Aladdin Gaming further agrees, at GE Capital's request,
to assemble the Collateral and make it available to GE Capital at
places  which  GE  Capital shall reasonably  select,  whether  at
Aladdin Gaming's premises or elsewhere.  Until GE Capital is able
to  effect a sale, lease, or other disposition of the Collateral,
GE  Capital shall have the right to use or operate the Collateral
on  behalf of GE Capital, or any part thereof, to the extent that
it deems appropriate for the purpose of preserving the Collateral
or  its value or for any other purpose deemed appropriate  by  GE
Capital.   GE Capital shall have no obligation to Aladdin  Gaming
to  maintain or preserve the rights of Aladdin Gaming as  against
third parties with respect to the Collateral while the Collateral
is  in  the possession of GE Capital.  GE Capital may, if  it  so
elects,  seek  the appointment of a receiver or  keeper  to  take
possession  of the Collateral and to enforce any of GE  Capital's
remedies with respect to such appointment without prior notice or
hearing.   GE  Capital shall apply the net proceeds of  any  such
collection,  recovery,  receipt,  appropriation,  realization  or
sale,  as  provided in this paragraph (d) below,  Aladdin  Gaming
remaining  liable for any deficiency remaining unpaid after  such
application, and only after so paying over such net proceeds  and
after  the payment by GE Capital of any other amount required  by
any  provision of law, including Section 109.9504 (1)(c)  of  the
Code  (but  only  after GE Capital has received what  GE  Capital
considers  reasonable  proof  of a subordinate  party's  security
interest),  need GE Capital account for the surplus, if  any,  to
Aladdin  Gaming.  To the maximum extent permitted  by  Applicable
Law,  Aladdin  Gaming  waives all claims,  damages,  and  demands
against GE Capital arising out of the repossession, retention  or
sale  of  the Collateral except such which may arise out  of  the
gross  negligence  or willful misconduct of  GE  Capital  or  its
employees, independent contractors, agents or designees.  Aladdin
Gaming  agrees that ten (10) Business Days' prior  notice  by  GE
Capital  of the time and place of any public sale or of the  time
after   which  a  private  sale  may  take  place  is  reasonable
notification of such matters.  Aladdin Gaming shall remain liable
for any deficiency if the proceeds of any sale or disposition  of
the  Collateral are insufficient to pay all amounts to  which  GE
Capital  is  entitled,  Aladdin  Gaming  also  being  liable  for
reasonable attorneys' fees incurred by GE Capital to collect such
deficiency.

                (1)   Aladdin Gaming agrees to pay  any  and  all
reasonable  costs  of GE Capital, including, without  limitation,
reasonable  attorneys'  fees, incurred  in  connection  with  the
enforcement of any of its rights and remedies hereunder.

                (2)   Except  as otherwise specifically  provided
herein, Aladdin Gaming hereby waives presentment, demand, protest
or any notice (to the maximum extent permitted by Applicable Law)
of any kind in connection with this Agreement or any Collateral.

                (3)   The  proceeds of any sale,  disposition  or
other realization upon all or any part of the Collateral shall be
distributed by GE Capital upon receipt, in the following order of
priorities:

                     FIRST,   to    payment   in   full   of  all
reasonable  expenses   of   GE  Capital  incurred  in  connection
with     such       sale,       disposition         or      other
realization,     including      all       expenses,   liabilities

                               49

<PAGE>

and  advances  incurred  or  made by  GE  Capital  in  connection
therewith, including reasonable attorney's fees;

                    SECOND, to the ratable payment of accrued but
unpaid interest on the Obligations;

                     THIRD,  to  the  ratable payment  of  unpaid
principal of the Obligations;

                     FOURTH, to the ratable payment of all  other
Obligations until all other Obligations shall have been  paid  in
full; and

                    FINALLY, to payment to Aladdin Gaming, or its
successors  or  assigns, or as a court of competent  jurisdiction
may direct, of any surplus then remaining from such proceeds.

           (c)   WAIVERS BY ALADDIN GAMING.  Except as  otherwise
provided  for in this Agreement and Applicable Law  to  the  full
extent  permitted  by Applicable Law, Aladdin Gaming  waives  (i)
presentment,  demand  and  protest  and  notice  of  presentment,
dishonor, notice of intent to accelerate, notice of acceleration,
protest,  default,  nonpayment,  maturity,  release,  compromise,
settlement,  extension  or  renewal  of  any  or  all   Operative
Documents,  notes, commercial paper, accounts,  contract  rights,
documents, instruments, chattel paper and guaranties at any  time
held  by  GE  Capital on which Aladdin Gaming may in any  way  be
liable,  and Aladdin Gaming hereby ratifies and confirms whatever
GE Capital may do in this regard, (ii) all rights to notice and a
hearing prior to GE Capital's taking possession or control of, or
to GE Capital's replevin, attachment or levy upon, the Collateral
or  any  bond  or security which might be required by  any  court
prior  to  allowing GE Capital to exercise any of their remedies,
and  (iii)  the  benefit  of  any right  of  redemption  and  all
valuation, appraisal and  exemption laws.  Aladdin Gaming  acknow
ledges  that  it has been advised by counsel of its  choice  with
respect to this Agreement, the other Operative Documents and  the
transactions  contemplated  by  this  Agreement  and  the   other
Operative Documents.

           (d)  CUMULATIVE REMEDIES.  The rights and remedies  of
GE Capital under this Agreement and the other Operative Documents
shall  be  cumulative and nonexclusive of any  other  rights  and
remedies  which  GE Capital may have under any  other  agreement,
including,  without  limitation,  the  Operative  Documents,   by
operation of law or otherwise.  Recourse to the Collateral  shall
not be required.

     13.  ASSIGNMENTS; PARTICIPATION.

           (a)  ASSIGNMENT BY ALADDIN GAMING.  Aladdin Gaming may
not  assign, delegate, transfer, hypothecate or otherwise  convey
its  rights, benefits, obligations or duties hereunder  or  under
any  of  the other Operative Documents without the prior  express
written consent of GE Capital (at its sole discretion).  Any such
purported assignment, transfer, hypothecation or other conveyance
by  Aladdin  Gaming  without such prior express  written  consent
shall be void.

          (b)  ASSIGNMENT  AND/OR  PARTICIPATION  BY  GE CAPITAL.
GE    Capital     (without     Aladdin      Gaming's      consent
but    with     notice     thereof)       may       assign    and
grant    participations    in    all    or    a      portion   of

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<PAGE>

its  rights  and obligations under this Agreement and  the  other
Operative Documents (including, without limitation, all or a part
of  its  Fundings and its Commitment) to an Affiliate or  to  any
other  Person  (provided, however, that such Affiliate  or  other
Person  is not a direct competitor of Aladdin Gaming and  is  not
determined  to be an unacceptable lender to a gaming licensee  by
any Nevada Gaming Authority).

                (1)   In  the case of an assignment by GE Capital
under  this Section 13(b), the assignee shall have, to the extent
of  such assignment, the same rights, benefits and obligations as
it  would if it were GE Capital hereunder.  Upon execution by the
assignor and the assignee of an instrument pursuant to which  the
assignee  assumes such rights and obligations,  payment  by  such
assignee  to  such assignor of an amount equal  to  the  purchase
price agreed between such assignor and such assignee and delivery
to  GE  Capital and Aladdin Gaming of an executed  copy  of  such
instrument,  such  assignee shall have, to  the  extent  of  such
assignment  (unless otherwise provided therein), the same  rights
and benefits as it would have if it were GE Capital hereunder and
the  assignor shall be, to the extent of such assignment  (unless
otherwise  provided therein) released from its obligations  under
this  Agreement.  Aladdin Gaming hereby acknowledges  and  agrees
that  any  assignment  will give rise to a direct  obligation  of
Aladdin  Gaming  to the assignee and that the assignee  shall  be
considered to be "GE Capital."  Upon any such assignment, Aladdin
Gaming,  at  its  own  expense, shall execute  and  deliver  such
documents  and instruments as reasonably may be requested  by  GE
Capital or by the assignee to effectuate the assignment.  Aladdin
Gaming  hereby waives and agrees not to assert against  any  such
assignee  any defense, set-off, recoupment or counterclaim  which
Aladdin Gaming has or may at any time have against GE Capital  or
any other Person for any reason whatsoever.

                (2)  Aladdin Gaming acknowledges that it has been
advised  that  GE Capital is acting hereunder for itself  and  as
agent for certain third parties (each being herein referred to as
a  "Participant" and, collectively, as the "Participants");  that
the interest of GE Capital in this Agreement, the other Operative
Documents and any other related instruments and documents may  be
conveyed to, in whole or in part, and may be used as security for
financing  obtained from, one or more third parties  without  the
consent  of Aladdin Gaming.  Aladdin Gaming agrees reasonably  to
cooperate  with GE Capital in connection with the syndication  of
this  transaction, including prompt assistance in the preparation
of  an  information memorandum to include any and all information
pertinent  to  the  syndication,  and  the  verification  of  the
completeness  and accuracy of the information contained  therein,
preparation  of  offering materials and  projections  by  Aladdin
Gaming  and  its  advisors,  taking  into  account  the  proposed
transaction; providing GE Capital with all information reasonably
deemed  necessary  by  GE Capital successfully  to  complete  the
syndication; confirmation as to the accuracy and completeness  of
all  offering materials, information and projections required  in
connection  with  the syndication; participation  of  the  senior
management  of Aladdin Gaming and its Affiliates in meetings  and
conference  calls with potential Participants at such  times  and
places  as GE Capital reasonably may request; using best  efforts
to  insure  that  the syndication efforts benefit  from  existing
lending  relationships of Aladdin Gaming and its Affiliates;  and
the  execution and delivery of such other documents, instruments,
notices, opinions, certificates and acknowledgments as reasonably
may  be  required by GE Capital or such Participant in  order  to
effectuate the Syndication; provided, however, in no event  shall
Aladdin   Gaming    be    required    to     consent     to   any

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<PAGE>

change  that would adversely affect any of the economic terms  of
the transactions contemplated herein.

           (c)   SUCCESSORS AND ASSIGNS.  This Agreement and  the
other Operative Documents shall be binding on and shall inure  to
the benefit of Aladdin Gaming and GE Capital and their respective
successors  and assigns, except as otherwise provided  herein  or
therein.

            (d)   THIRD  PARTY  BENEFICIARIES.   The  terms   and
provisions  of  this Agreement and the other Operative  Documents
are  for  the purpose of defining the relative rights and  obliga
tions  of  Aladdin  Gaming, GE Capital and the Participants  with
respect  to the transactions contemplated hereby and there  shall
be  no third party beneficiaries (other than the Participants  to
the  extent provided in Section 13(b) hereof) of any of the terms
and  provisions  of this Agreement or any of the other  Operative
Documents.

     14.  INTENTIONALLY OMITTED.

     15.  MISCELLANEOUS.

           (a)   COMPLETE  AGREEMENT; MODIFICATION OF  AGREEMENT.
This  Agreement and the other Operative Documents constitute  the
complete  agreement  between  the parties  with  respect  to  the
subject   matter  hereof  and  supersede  all  prior  agreements,
commitments,  understandings  or inducements  (oral  or  written,
expressed  or  implied).  Neither this Agreement  nor  any  other
Operative  Document  nor  any terms  hereof  or  thereof  may  be
changed,  waived,  discharged or terminated unless  such  change,
waiver,  discharge  or termination is in writing  signed  by  the
parties  hereto; provided that no such change, waiver,  discharge
or  termination  shall, without the consent of the  Participants,
(i)  extend the scheduled final maturity of any Funding,  or  any
portion thereof, or reduce the rate or extend the time of payment
of  interest (other than as a result of waiving the applicability
of  any post-default increase in interest rates) thereon or  fees
or   reduce  the  principal  amount  thereof,  or  increase   the
Commitment of GE Capital over the amount thereof then  in  effect
(it  being understood that a waiver of any Event of Default shall
not  constitute  a  change in the terms of any Commitment  of  GE
Capital), (ii) release all or substantially all of the Collateral
(except  as  expressly  permitted by  the  Operative  Documents),
(iii)  amend, modify or waive any provision of this  Section,  or
(iv)  consent to the assignment or transfer by Aladdin Gaming  of
any of its rights and obligations under this Agreement.

          (b)  FEES AND EXPENSES.

                (1)   Aladdin Gaming shall pay the fees specified
in  that  certain  fee  letter dated January  23,  1998,  between
Aladdin Gaming and GE Capital.

                (2)   Aladdin Gaming shall pay within  forty-five
(45)  days of demand therefor prior to the Opening Date  (or  ten
(10)  days of demand therefor on or after the Opening Date),  all
reasonable  costs  and expenses (including,  without  limitation,
reasonable fees of counsel) of GE Capital in connection with  the
preparation,   negotiation,   approval,   execution,    delivery,
administration,   modification,  amendment   (other   than    any
such     amendment       requested       by       GE    Capital),

                               52

<PAGE>

waiver  and  enforcement  (whether  through  negotiations,  legal
proceedings  or  otherwise)  of  the  Operative  Documents,   and
commitments  relating  thereto, and the  other  documents  to  be
delivered   hereunder   or  thereunder   and   the   transactions
contemplated hereby and thereby and the fulfillment or  attempted
fulfillment of conditions precedent hereunder, whether before  or
after  the initial Funding hereunder, and all costs and  expenses
incurred in connection with the syndication hereof by GE  Capital
and  its  Affiliates,   including, without limitation:  (i)  wire
transfer fees and other costs of forwarding to Aladdin Gaming  or
any other Person on behalf of Aladdin Gaming by GE Capital of the
proceeds  of Fundings; (ii) any amendment (other than  amendments
requested by GE Capital in connection with an assignment  of  its
interest hereunder), modification or waiver of, or  consent  with
respect  to,  any  of  the  Operative  Documents  or  advice   in
connection with the administration of the advances made  pursuant
hereto   or  its  rights  hereunder  or  thereunder;  (iii)   any
litigation, contest, dispute, suit, proceeding or action (whether
instituted by GE Capital, Aladdin Gaming or any other Person)  in
any  way  relating  to  the  Collateral,  any  of  the  Operative
Documents or any other agreements to be executed or  delivered in
connection  therewith or herewith, whether as party, witness,  or
otherwise,  including  any litigation,  contest,  dispute,  suit,
case, proceeding or action, and any appeal or review thereof,  in
connection with a case commenced by or against Aladdin Gaming  or
any other Person that may be obligated to GE Capital by virtue of
the  Operative Documents; (iv) any attempt to enforce any  rights
of GE Capital against Aladdin Gaming or any other Person that may
be  obligated  to  GE Capital by virtue of any of  the  Operative
Documents; or (v) after the occurrence and during the continuance
of  any  Event  of Default, any effort to (A) evaluate,  observe,
assess  Aladdin  Gaming or its affairs, or (B)  verify,  protect,
evaluate, assess, appraise, collect, sell, liquidate or otherwise
dispose of the Collateral.

               (3)  Aladdin Gaming shall pay within ten (10) days
of demand therefor, all reasonable costs and expenses (including,
without limitation, reasonable counsels' fees) of GE Capital  and
the  Participants in connection with any Event of Default and any
enforcement or collection proceedings resulting therefrom or  any
amendment, modification or waiver of, or consent with respect to,
any  of  the Operative Documents in connection with any Event  of
Default.

                 (4)    Without   limiting  the   generality   of
paragraphs  (2)  and  (3) above, Aladdin Gaming's  obligation  to
reimburse GE Capital and the Participants for costs and  expenses
shall  include the reasonable fees and expenses of  counsel  (and
local,  foreign  or  special counsel, advisors,  consultants  and
auditors  retained  by such counsel), accountants,  environmental
advisors,  appraisers, investment bankers, management  and  other
consultants   and   paralegals;   court   costs   and   expenses;
photocopying and duplicating expenses; court reporter fees, costs
and  expenses;  long  distance  telephone  charges;  air  express
charges; telegram charges; secretarial overtime charges; expenses
for  travel, lodging and food; and all other out-of-pocket  costs
and  expenses  of  every  type and nature  paid  or  incurred  in
connection  with the performance of such legal or other  advisory
services (but shall exclude internal overhead charges).

           (c)  NO WAIVER.  No failure on the part of GE Capital,
at  any  time or times, to require strict performance by  Aladdin
Gaming,  of any provision of this Agreement and any of the  other
Operative Documents shall waive, affect or diminish any right  of
GE Capital thereafter to demand strict compliance and performance
therewith.    Any   suspension  or  waiver  of   any   Event   of
Default  shall   not   suspend,   waive   or  affect   any  other
Event   of    Default    whether    the    same    is   prior  or

                               53

<PAGE>

subsequent  thereto and whether of the same  or  of  a  different
type.    None   of  the  undertakings,  agreements,   warranties,
covenants and representations of Aladdin Gaming contained in this
Agreement or any of the other Operative Documents and no Event of
Default  by Aladdin Gaming shall be deemed to have been suspended
or  waived by GE Capital, unless such waiver or suspension is  by
an  instrument  in  writing signed by  an  officer  of  or  other
authorized  employee  of  GE Capital if  required  hereunder  and
directed to Aladdin Gaming specifying such suspension or waiver.

           (d)   SURVIVAL  OF OBLIGATIONS.  Except  as  otherwise
expressly provided for in the Operative Documents, no termination
or  cancellation  (regardless  of  cause  or  procedure)  of  any
financing  arrangement  under this Agreement  shall  in  any  way
affect  or  impair  the  Obligations,  duties,  indemnities,  and
liabilities  of  Aladdin  Gaming, or the  rights  of  GE  Capital
relating   to  any  Obligations,  due  or  not  due,  liquidated,
contingent or unliquidated or any transaction or event  occurring
prior  to  such  termination, or any transaction  or  event,  the
performance of which is not required until after the date of such
termination  or  cancellation.   Except  as  otherwise  expressly
provided   herein  or  in  any  other  Operative  Document,   all
undertakings,  agreements,  covenants,   warranties   and   repre
sentations of or binding upon Aladdin Gaming, and all  rights  of
GE Capital, all as contained in the Operative Documents shall not
terminate or expire, but rather shall survive such termination or
cancellation  and shall continue in full force and  effect  until
such  time as all of the Obligations have been indefeasibly  paid
in  full  in accordance with the terms of the agreements creating
such Obligations.

          (e)  SEVERABILITY.  Any provision of this Agreement and
the   other   Operative   Documents  which   is   prohibited   or
unenforceable in any jurisdiction shall, as to such jurisdiction,
be   ineffective   to   the  extent  of   such   prohibition   or
unenforceability  without invalidating the  remaining  provisions
hereof,  and  any  such  prohibition or unenforceability  in  any
jurisdiction  shall  not invalidate or render unenforceable  such
provision in any other jurisdiction.

           (f)   CONFLICT OF TERMS.  Except as otherwise provided
in  this  Agreement  or any of the other Operative  Documents  by
specific   reference  to  the  applicable  provisions   of   this
Agreement,  if  any provision contained in this Agreement  is  in
conflict with, or inconsistent with, any provision in any of  the
other  Operative  Documents,  the provisions  contained  in  this
Agreement shall govern and control.

           (g)  RIGHT OF SET-OFF.  Upon the occurrence and during
the  continuance  of any Event of Default, GE Capital  is  hereby
authorized  at  any time and from time to time,  to  the  fullest
extent  permitted  by  law, to set off  and  apply  any  and  all
deposits  (general  or  special, time or demand,  provisional  or
final) at any time held and other indebtedness at any time  owing
by  GE  Capital  to or for the credit or the account  of  Aladdin
Gaming  against any and all of the Obligations now  or  hereafter
existing  irrespective of whether or not GE  Capital  shall  have
made  any  demand  under this Agreement or  any  other  Operative
Document  and  although such Obligations may  be  unmatured.   GE
Capital  agrees promptly to notify GE Capital and Aladdin  Gaming
after  any  such  set-off and application  made  by  GE  Capital;
provided, however, that the failure to give such notice shall not
affect  the validity of such set-off and application.  The rights
of  GE  Capital under this Section are in addition to  the  other
rights  and remedies (including, without limitation, other rights
of set-off) which GE Capital may have.

                               54

<PAGE>

           (h)  AUTHORIZED SIGNATURE.  Until GE Capital shall  be
notified  by  Aladdin Gaming to the contrary, the signature  upon
any document or instrument delivered pursuant hereto and believed
by  GE Capital or any of GE Capital's officers or employees to be
that  of  an officer or duly authorized representative of Aladdin
Gaming  listed on in Item 15(h) in the Disclosure Schedule  shall
bind Aladdin Gaming and be deemed to be the act of Aladdin Gaming
affixed  pursuant  to  and in accordance  with  resolutions  duly
adopted  by  Aladdin Gaming's managers, and GE Capital  shall  be
entitled  to assume the authority of each signature and authority
of  the person whose signature it is or appears to be unless  the
person  acting  in reliance of such signature shall  have  actual
knowledge of the fact that such signature is false or the  person
whose  signature or purported signature is presented  is  without
authority.

           (i)   GOVERNING LAW; SUBMISSION TO JURISDICTION.  THIS
AGREEMENT  AND THE OTHER OPERATIVE DOCUMENTS AND THE  OBLIGATIONS
ARISING  HEREUNDER  AND  THEREUNDER SHALL  BE  GOVERNED  BY,  AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE  STATE
OF  NEW YORK, APPLICABLE TO CONTRACTS MADE AND PERFORMED IN  SUCH
STATE, AND TO THE MANDATORY PROVISIONS OF THE NEVADA GAMING  LAWS
AND  THE  CODE, AND ANY APPLICABLE LAWS OF THE UNITED  STATES  OF
AMERICA.   ALADDIN  GAMING HEREBY CONSENTS AND  AGREES  THAT  THE
STATE  OR  FEDERAL  COURTS LOCATED IN NEW YORK  CITY  SHALL  HAVE
EXCLUSIVE  JURISDICTION  TO  HEAR AND  DETERMINE  ANY  CLAIMS  OR
DISPUTES  PERTAINING  TO  THIS AGREEMENT  OR  ANY  OF  THE  OTHER
OPERATIVE DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR ANY OF THE OTHER OPERATIVE DOCUMENTS, PROVIDED,
THAT  GE  CAPITAL AND ALADDIN GAMING ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE
OF  NEW  YORK CITY AND, PROVIDED, FURTHER, THAT NOTHING  IN  THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE GE CAPITAL  FROM
BRINGING  SUIT  OR  TAKING  OTHER  LEGAL  ACTION  IN  ANY   OTHER
JURISDICTION  TO  COLLECT  THE OBLIGATIONS,  TO  REALIZE  ON  THE
COLLATERAL  OR  ANY  OTHER SECURITY FOR THE  OBLIGATIONS,  OR  TO
ENFORCE  A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF GE  CAPITAL.
ALADDIN GAMING EXPRESSLY SUBMITS AND  CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY  SUCH  COURT,
AND  ALADDIN  GAMING  HEREBY WAIVES ANY OBJECTION  WHICH  ALADDIN
GAMING  MAY  HAVE  BASED  UPON  LACK  OF  PERSONAL  JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
GRANTING  OF  SUCH  LEGAL  OR  EQUITABLE  RELIEF  AS  IS   DEEMED
APPROPRIATE BY SUCH COURT.  ALADDIN GAMING HEREBY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY
SUCH  ACTION  OR  SUIT AND AGREES THAT SERVICE OF  SUCH  SUMMONS,
COMPLAINTS  AND  OTHER  PROCESS MAY BE  MADE  BY  CERTIFIED  MAIL
ADDRESSED  TO  ALADDIN  GAMING  AT  THE  ADDRESS  SET  FORTH   IN
SECTION  15(j) AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED
UPON  THE  EARLIER OF ALADDIN GAMING?S ACTUAL RECEIPT THEREOF  OR
THREE  (3)  DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER  POSTAGE
PREPAID.

                               55

<PAGE>

           (j)   NOTICES.   Except as otherwise provided  herein,
whenever  it is provided herein that any notice, demand, request,
consent,  approval, declaration or other communication  shall  or
may be given to or served upon either of the parties by the other
party, or whenever either of the parties desires to give or serve
upon  the  other  party any communication with  respect  to  this
Agreement, each such notice, demand, request, consent,  approval,
declaration or other communication shall be in writing and  shall
be  deemed  to  have been validly served, given or delivered  (i)
upon  actual  receipt when delivered by United  States  certified
mail, return receipt requested, with proper postage prepaid, (ii)
upon confirmation of transmission, when sent by telecopy or other
similar  facsimile transmission (with such telecopy or  facsimile
promptly confirmed by delivery of a copy by personal delivery  or
United  States mail as otherwise provided in this Section  15(j),
(iii) upon actual receipt when delivered by a reputable overnight
courier  with  all  charges prepaid, or (iv) when  delivered,  if
hand-delivered by messenger, all of which shall be  addressed  to
the  party  to  be notified and sent to the address or  facsimile
number  indicated  below or to such other address  (or  facsimile
number) as may be substituted by notice given as herein provided.
The  giving  of any notice required hereunder may  be  waived  in
writing by the party entitled to receive such notice.  Failure or
delay  in  delivering  copies  of any  notice,  demand,  request,
consent,  approval,  declaration or other  communication  to  any
Person (other than Aladdin Gaming or GE Capital) designated below
to   receive  copies  shall  in  no  way  adversely  affect   the
effectiveness   of   such  notice,  demand,   request,   consent,
approval, declaration or other communication.

                (1) If to GE Capital, at:

                    WITH COPIES TO:

                    General Electric Capital Corporation
                    Capital Funding, Inc.
                    777 Long Ridge Road
                    Building B, 1st Floor
                    Stamford, Connecticut 06927
                    Attn: Risk Manager - Aladdin Gaming
                    Telecopy No.:   203-316-7989

                    with a copy to:

                    Ober, Kaler, Grimes & Shriver,
                    A Professional Corporation
                    120 East Baltimore Street
                    Baltimore, Maryland 21202
                    Attn: Alan J. Mogol, Esquire
                    Telecopy No.:   410-547-0699

                               56

<PAGE>

                (2) If to Aladdin Gaming, at:

                    Aladdin Gaming, LLC
                    Project Development Office
                    831 Pilot Road
                    Las Vegas, Nevada  89119
                    Attn: Mr. Cory Klerk
                    Telecopy No.: 702-736-7107

           (k)  SECTION TITLES.  The Section titles and Table  of
Contents  contained in this Agreement are and  shall  be  without
substantive meaning or content of any kind whatsoever and are not
a part of this Agreement.

           (l)  COUNTERPARTS.  This Agreement may be executed  in
any  number  of  separate  counterparts,  each  of  which  shall,
collectively and separately, constitute one agreement.

           (m)   TIME OF THE ESSENCE.  Time is of the essence  of
this  Agreement  and each of the other Operative  Documents.   GE
Capital's  failure at any time to require strict  performance  by
Aladdin Gaming of any of the provisions hereof shall not waive or
diminish   GE   Capital's  right  thereafter  to  demand   strict
compliance therewith.

           (n)   WAIVER  OF  JURY TRIAL.  ALADDIN  GAMING  HEREBY
UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE  OF  ACTION  BASED  UPON OR ARISING  OUT  OF,  DIRECTLY  OR
INDIRECTLY,  THIS AGREEMENT, ANY OF THE OPERATIVE DOCUMENTS,  ANY
DEALINGS  BETWEEN ALADDIN GAMING AND GE CAPITAL RELATING  TO  THE
SUBJECT  MATTER OF THIS TRANSACTION OR ANY RELATED  TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN ALADDIN
GAMING  AND GE CAPITAL.  The scope of this waiver is intended  to
be  all encompassing of any and all disputes that may be filed in
any  court (including, without limitation, contract claims,  tort
claims,  breach  of  duty claims, and all other  common  law  and
statutory  claims).  THIS WAIVER IS IRREVOCABLE MEANING  THAT  IT
MAY  NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE  WAIVER
SHALL  APPLY  TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR  MODIFICATIONS TO THIS AGREEMENT, ANY OPERATIVE DOCUMENTS,  OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION
OR  ANY  RELATED  TRANSACTION.  In the event of litigation,  this
Agreement  may be filed as a written consent to a  trial  by  the
court.

          (o)  FURTHER ASSURANCES.  (1) At any time and from time
to  time, upon the written request of GE Capital and at the  sole
expense of Aladdin Gaming, Aladdin Gaming shall promptly and duly
execute  and  deliver  any and all such further  instruments  and
documents  and  take  such  further  action  as  GE  Capital  may
reasonably   deem   desirable  to   obtain   the   full  benefits
of   this    Agreement     and   of   the   rights   and   powers
herein  granted,   including   (i)   using    all    commercially
reasonable   efforts     to     secure     all    consents    and
approvals   necessary   or   appropriate    for   the  assignment

                               57

<PAGE>

to  or  for the benefit of GE Capital of any license or  contract
held  by Aladdin Gaming or in which Aladdin Gaming has any rights
not   heretofore   assigned,  (ii)  filing   any   financing   or
continuation statements under the Code with respect to the  liens
and  security  interests granted hereunder  or  under  any  other
Operative  Document,  (iii)  using  all  commercially  reasonable
efforts  to obtain waivers of liens from landlords and mortgagees
(it  being  understood  that GE Capital  in  its  discretion  may
establish  a reasonable reserve against availability  under  this
Agreement  until  the same have been obtained).   Aladdin  Gaming
also  hereby authorizes GE Capital to file any such financing  or
continuation statement without the signature of Aladdin Gaming to
the extent permitted by Applicable Law.

                (2)   GE  Capital and the Participants  agree  to
cooperate  with Aladdin Gaming and the Nevada Gaming  Authorities
in  connection  with  the administration  of  the  Nevada  Gaming
Authorities'   regulatory  jurisdiction  over   Aladdin   Gaming,
including the provision of such documents and information as  may
be requested by the Nevada Gaming Authorities relating to Aladdin
Gaming, this Agreement and the other Operative Documents.

          (p)  RIGHT TO PERFORM.  If Aladdin Gaming shall fail to
comply  with  any  provision of this Agreement or  of  the  other
Operative  Documents, GE Capital shall have the right (but  shall
not be obligated) to effect such compliance, in whole or in part;
and  all  monies spent and expenses and obligations  incurred  or
assumed by GE Capital in effecting such compliance (together with
interest  thereon at the Default Rate) shall constitute  part  of
the  Obligations and shall be payable upon demand.  GE  Capital's
effecting  such  compliance shall not  be  a  waiver  of  Aladdin
Gaming's default.

           (q)   COMPLIANCE WITH NEVADA GAMING LAWS.  If  Aladdin
Gaming  is licensed by the Nevada Gaming Authorities at any  time
during  the  term  of this Agreement, (i) the parties  agree  and
understand that they will comply with and will be subject to  the
Nevada Gaming Laws, and (ii) GE Capital acknowledges that (A)  it
will  be  subject  to being called forward by the  Nevada  Gaming
Authorities, in their sole discretion, for licensing or a finding
of  suitability as a lender to a gaming licensee, and (B) to  the
extent  the  prior approval of the Nevada Gaming  Authorities  is
required  pursuant  to  Nevada  Gaming  Laws  for  the  exercise,
operation and effectiveness of any remedy hereunder or under  any
of  the Operative Documents, or for the taking of any action that
may  be  taken  by  GE  Capital hereunder or  under  any  of  the
Operative  Documents, such remedy or action shall be  subject  to
such prior approval.

          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                               58

<PAGE>

      IN WITNESS WHEREOF, this Facilities Agreement has been duly
executed as of the date first written above.

                                 ALADDIN GAMING, LLC
                                 
                                 
                                 
                                 By:  /s/ Cornelius T. Klerk
                                     ----------------------------
                                 Name:  Cornelius T. Klerk
                                      ---------------------------
                                 Title:  Senior Vice President
                                       --------------------------
                                 
                                 GENERAL ELECTRIC CAPITAL
                                 CORPORATION, FOR ITSELF AND AS
                                 AGENT FOR CERTAIN PARTICIPANTS
                                 
                                 
                                 
                                 By:_____________________________
                                 Name:___________________________
                                 Title:__________________________

<PAGE>

                                 ALADDIN GAMING, LLC
                                 
                                 
                                 
                                 By:_____________________________
                                 Name:___________________________
                                 Title:__________________________
                                 
                                 GENERAL ELECTRIC CAPITAL
                                 CORPORATION, FOR ITSELF AND AS
                                 AGENT FOR CERTAIN PARTICIPANTS
                                 
                                 
                                 
                                 By:  /s/ Daniel Gioia
                                    -----------------------------
                                 Name:  Daniel Gioia
                                      ---------------------------
                                 Title:  Sr. Risk Manager
                                       --------------------------

<PAGE>

              EXHIBIT NO. 1 TO FACILITIES AGREEMENT
                                
                                

                     MASTER LEASE AGREEMENT
                                
                           Dated as of
                                
                          June 26, 1998
                                
                             Between
                                
              GENERAL ELECTRIC CAPITAL CORPORATION,
        FOR ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS,
                                
                                             Lessor
                                
                               and
                                
                       ALADDIN GAMING, LLC
                                
                                             Lessee

<PAGE>


                     MASTER LEASE AGREEMENT

                        TABLE OF CONTENTS
                                                             Page

1.   PURCHASE AND LEASING.......................................1

2.   TERM, RENT AND PAYMENT.....................................2

3.   DELIVERY AND USE...........................................5

4.   EARLY TERMINATION..........................................5

5.   END OF LEASE OPTIONS.......................................5
     (a) RENEWAL................................................5
     (b) PURCHASE...............................................6
     (c) RETURN.................................................6
     (d) EXTENSION..............................................6
     (e) NOTICE OF ELECTION.....................................7

6.   OWNERSHIP FOR TAX PURPOSES; GRANT OF SECURITY INTEREST.....7

7.   MISCELLANEOUS..............................................7
     (a) COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT..........7
     (b) NO WAIVER..............................................8
     (c) SEVERABILITY...........................................8
     (d) CONFLICT OF TERMS......................................8
     (e) GOVERNING LAW; SUBMISSION TO JURISDICTION..............8
     (f) SECTION TITLES.........................................9
     (g) COUNTERPARTS...........................................9
     (h) TIME OF THE ESSENCE....................................9
     (i) WAIVER OF JURY TRIAL...................................9
     (j) FURTHER ASSURANCES.....................................9
     (k) NOTICES................................................9
     (l) SURVIVAL...............................................9
     (m) QUIET ENJOYMENT........................................9

8.   CHATTEL PAPER..............................................9

EXHIBIT NO. 1 -  EQUIPMENT SCHEDULE
     ANNEX A - DESCRIPTION OF EQUIPMENT
     ANNEX B - PURCHASE ORDER ASSIGNMENT AND CONSENT
     ANNEX C - CERTIFICATE OF ACCEPTANCE
     ANNEX D - STIPULATED LOSS AND TERMINATION VALUE TABLE
     ANNEX E - AMORTIZATION SCHEDULE
     ANNEX F - RETURN PROVISIONS
     ANNEX G - ESTOPPEL/WAIVER AGREEMENT

EXHIBIT NO. 2 TO MASTER LEASE AGREEMENT

                                i

<PAGE>

                     MASTER LEASE AGREEMENT


      THIS  MASTER  LEASE  AGREEMENT  (as  amended,  modified  or
supplemented from time to time, this "AGREEMENT") is made  as  of
the  26th  day  of  June, 1998, between GENERAL ELECTRIC  CAPITAL
CORPORATION,  FOR  ITSELF AND AS AGENT FOR  CERTAIN  PARTICIPANTS
(hereinafter called, together with its successors and assigns, if
any,  "LESSOR"),  and   ALADDIN GAMING,  LLC,  a  Nevada  limited
liability   company  (hereinafter  called,  together   with   its
successors and permitted assigns, "LESSEE").

       This  Agreement  is  executed  pursuant  to  that  certain
Facilities  Agreement dated as of the date  hereof  (as  amended,
modified  or  supplemented  from time to  time,  the  "FACILITIES
AGREEMENT"), between Lessor and Lessee.  Capitalized  terms  used
herein  without definition shall have the meaning given  them  in
Annex A to the Facilities Agreement.


1.   PURCHASE AND LEASING:

      (a)  This  Agreement shall be effective from and after  the
date  of  execution hereof.  Subject to the terms and  conditions
set  forth below, Lessor agrees to purchase from the manufacturer
or  supplier  thereof ("SUPPLIER") and to lease  to  Lessee,  and
Lessee  agrees  to lease from Lessor, the equipment (individually
an  "UNIT  OF  EQUIPMENT"  and,  collectively,  the  "EQUIPMENT")
described in Annex A to any schedule hereto in substantially  the
form  attached hereto as Exhibit No. 1 ("SCHEDULE" or  "EQUIPMENT
SCHEDULE").

      (b)  The  obligation  of Lessor to  purchase  any  Unit  of
Equipment  from  the Supplier thereof and to lease  the  same  to
Lessee  under any Schedule shall be subject to receipt by Lessor,
prior  to the Lease Commencement Date (with respect to such  Unit
of  Equipment), of each of the following documents  in  form  and
substance  satisfactory to Lessor:  (i) a  Schedule  relating  to
such  Unit  of  Equipment, (ii) a Purchase Order  Assignment  and
Consent in the form of Annex B to the applicable Schedule, or  an
Agency  Agreement  in substantially the form attached  hereto  as
Exhibit  No.  2  with  respect to such Unit of  Equipment,  (iii)
evidence  of  insurance which complies with the  requirements  of
Section 10(e) of the Facilities Agreement,
and  (iv)  satisfaction of the conditions precedent specified  in
Section 7 of the Facilities Agreement.  As a further condition to
such  obligations of Lessor, Lessee shall, upon delivery of  such
Unit  of  Equipment  (but not later than the Last  Delivery  Date
specified  in  the applicable Schedule) execute  and  deliver  to
Lessor a Certificate of Acceptance (in the form of Annex C to the
applicable Schedule) covering such Unit of Equipment, and deliver
to  Lessor  evidence of the transfer of title  to  such  Unit  of
Equipment  from the Supplier (in form and substance  satisfactory
to  Lessor).   Notwithstanding the foregoing, Units of  Equipment
having  an aggregate Capitalized Lessor's Cost not more than  ten
(10)  percent of the aggregate Capitalized Lessor's Cost  of  all
Equipment  leased hereunder, may be delivered to and accepted  by
Lessee  as  aforesaid  within sixty  (60)  days  after  the  Last
Delivery Date.

      Upon  execution by Lessee of any Certificate of Acceptance,
the  Equipment  described thereon shall be deemed  to  have  been
delivered  to,  and  irrevocably accepted by,  Lessee  for  lease
hereunder.

      (C)        LESSEE  ACKNOWLEDGES THAT IT  HAS  SELECTED  THE
EQUIPMENT  WITHOUT  ANY  ASSISTANCE FROM LESSOR,  ITS  AGENTS  OR
EMPLOYEES.   LESSOR  DOES NOT MAKE, HAS NOT MADE,  NOR  SHALL  BE
DEEMED  TO  MAKE  OR  HAVE MADE, ANY WARRANTY OR  REPRESENTATION,
EITHER  EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO  THE
EQUIPMENT  LEASED HEREUNDER OR ANY COMPONENT THEREOF,  INCLUDING,
WITHOUT  LIMITATION, ANY WARRANTY AS TO DESIGN,  COMPLIANCE  WITH
SPECIFICATIONS,    QUALITY   OF   MATERIALS    OR    WORKMANSHIP,
MERCHANTABILITY,  FITNESS  FOR ANY  PURPOSE,  USE  OR  OPERATION,
SAFETY,  PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT,  OR  TITLE.
All  such  risks,  as  between  Lessor   and   Lessee,   are   to
be borne   by   Lessee.     Without   limiting   the   foregoing,
Lessor  shall  have   no    responsibility    or   liability   to
Lessee  or  any  other   person   with  respect  to  any  of  the
following  (i)  any  liability,   loss   or   damage   caused  or

<PAGE>

alleged to be caused directly or indirectly by any Equipment, any
inadequacy   thereof,  any  deficiency  or  defect   (latent   or
otherwise)  therein,  or  any  other circumstance  in  connection
therewith;  (ii)  the  use,  operation  or  performance  of   any
Equipment  or  any risks relating thereto; (iii) any interruption
of   service,  loss  of  business  or  anticipated   profits   or
consequential   damages;   or  (iv)  the   delivery,   operation,
servicing, maintenance, repair, improvement or replacement of any
Equipment.   If,  and  so long as, no Event  of  Default  exists,
Lessee  shall be, and hereby is, authorized during the  Term  (as
hereinafter defined) to assert and enforce, at Lessee's sole cost
and  expense,  from  time to time, in the name  of  and  for  the
account  of Lessor and/or Lessee, as their interests may  appear,
whatever  claims and rights Lessor may have against any  Supplier
of the Equipment.

2.   TERM, RENT AND PAYMENT:

      (a)  The  rent payable hereunder (the "RENT") and  Lessee's
right to use any Unit of Equipment shall commence on the date  of
execution  by  Lessee of the Certificate of Acceptance  for  such
Unit  of Equipment (each such date, a "LEASE COMMENCEMENT DATE").
The  term of this Agreement with respect to any Unit of Equipment
(the  "TERM")  shall be the period specified  in  the  applicable
Schedule.   If any Term is extended or renewed, the  word  "Term"
shall  be  deemed to refer to all extended or renewed terms,  and
all  provisions of this Agreement shall apply during any extended
or  renewed  terms,  except  as  otherwise  may  be  specifically
provided in writing.

      (b)  Payments of Rent shall be in the amount set forth  in,
and  due  in  accordance with, the provisions of  the  applicable
Schedule.   In  no event shall any Rent payments be  refunded  to
Lessee unless such Rent Payments were made in error.  Any Rent or
other  amount  not paid to Lessor when due hereunder  shall  bear
interest,  both  before  and after any  judgment  or  termination
hereof,  at  the lesser of the Default Rate or the  maximum  rate
allowed by law.

      (c) This Agreement is a net lease.  Lessee's obligation  to
pay  Rent  and other amounts due hereunder shall be absolute  and
unconditional.  Lessee shall not be entitled to any abatement  or
reductions  of, or set-offs against, said Rent or other  amounts,
including, without limitation, those arising or allegedly arising
out  of  claims  (present  or  future,  alleged  or  actual,  and
including  claims  arising out of strict  liability  in  tort  or
negligence  of  Lessor)  of  Lessee  against  Lessor  under  this
Agreement  or otherwise.  Except as expressly provided herein  or
in  the  Facilities Agreement, this Agreement shall not terminate
and the obligations of Lessee shall not be affected by reason  of
any  defect  in  or  damage to, or loss  of  possession,  use  or
destruction of, any Equipment from whatsoever cause.  It  is  the
intention  of  the  parties  that Rents  and  other  amounts  due
hereunder  shall  continue to be payable in  all  events  in  the
manner and at the times set forth herein unless the obligation to
do  so  shall have been terminated pursuant to the express  terms
hereof or the Facilities Agreement.  Nothing in this Section 2(c)
shall prevent Lessee from pursuing any claims against Lessor in a
separate cause of action.

      (d)  It is the intention of the parties to comply with  any
applicable   usury  laws.   Accordingly,  it  is   agreed   that,
notwithstanding any provision to the contrary herein  or  in  any
related  document,  in  no  event shall  any  Operative  Document
require  the  payment  or permit the collection  of  interest  in
excess of the maximum amount permitted by Applicable Law.  If any
such excess interest is contracted for, charged or received under
any Operative Document, or in the event that all of the principal
balance shall be prepaid, so that under any of such circumstances
the  amount of interest contracted for, charged or received under
any  Operative  Document  shall  exceed  the  maximum  amount  of
interest permitted by Applicable Law, then in such event (1)  the
provisions of this Section shall govern and control, (2)  neither
Lessee nor any other person or entity now or hereafter liable for
the  payment thereof shall be obligated to pay the amount of such
interest to the extent that it is in excess of the maximum amount
of  interest  permitted by Applicable Law, (3)  any  such  excess
which may have been collected shall be either applied as a credit
against  the then unpaid principal balance or refunded to Lessee,
at  the  option of Lessor, and (4) the effective rate of interest
automatically  shall  be reduced to the maximum  lawful  contract
rate  allowed under Applicable Law as now or hereafter  construed
by  the courts having jurisdiction thereof.  It is further agreed
that,  without  limitation of the foregoing, all calculations  of
the  rate  of interest contracted for, charged or received  under
any    Operative    Document    which    are    made    for   the
purpose  of   determining   whether   such   rate   exceeds   the
maximum  lawful  contract  rate, shall  be  made,  to  the extent

                                2

<PAGE>

permitted by Applicable Law, by amortizing, prorating, allocating
and spreading in equal parts during the period of the full stated
term  of the indebtedness evidenced thereby, all interest at  any
time contracted for, charged or received from Lessee or otherwise
by   Lessor  in  connection  with  such  indebtedness;  provided,
however, that if any applicable state law is amended or  the  law
of  the  United  States of America preempts any applicable  state
law,  so  that it becomes lawful for Lessor to receive a  greater
interest   per  annum  rate  than  is  presently  allowed   under
Applicable Law, Lessee agrees that, on the effective date of such
amendment  or preemption, as the case may be, the lawful  maximum
under  the Operative Documents shall be increased to the  maximum
interest per annum rate allowed by the amended state law  or  the
law  of  the United States of America (but not in excess  of  the
applicable   interest  rate  contemplated  under  the   Operative
Documents).

      (e)  All payments payable by Lessee hereunder shall be paid
to  Lessor  by  wire transfer of immediately available  funds  to
Bankers Trust New York, New York, New York 10006, Account No. 50-
260-660,  ABA  No.  021-001-033,  Attention:  Account  Manager  -
Aladdin Gaming, or to such other account as Lessor may direct  in
writing; and shall be effective upon receipt.  All payments shall
be  made not later than 12:00 Noon New York time on the day  when
due.   If  any  payment date is not a Business  Day,  the  amount
otherwise  due  on such date shall be payable on the  immediately
succeeding  Business  Day  (provided that  such  delay  shall  be
included in calculating the interest due).

      (f)   Lessee  irrevocably waives the right  to  direct  the
application  of  any  and  all payments  at  any  time  or  times
hereafter  received by Lessor from or on behalf  of  Lessee,  and
Lessee  irrevocably agrees that Lessor shall have the  continuing
exclusive right to apply any and all such payments then  due  and
payable  to  Obligations of Lessee as Lessor may deem  advisable.
In the absence of a specific determination by Lessor with respect
thereto,  the same shall be applied in the following  order:  (1)
then  due  and payable Fees and expenses of Lessor; (2) then  due
and  payable  interest payments with respect to the  Obligations;
(3)  Obligations to Lessor other than Fees, expenses and interest
and  principal  payments; and (4) then due and payable  principal
payments  with  respect to the Obligations.  Notwithstanding  the
foregoing,  prior to the occurrence of an Event of  Default,  all
payments made by Aladdin Gaming specifically identified as  being
made with respect to the Lease Facility shall be applied only  to
those Obligations relating to the Lease Facility.

       (g)        (1)        If  Lessor  shall  determine  (which
determination shall, upon notice thereof to Lessee, be conclusive
and  binding) that the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any central  bank
or  other Governmental Authority asserts that it is unlawful, for
Lessor  to  make,  continue or maintain any  Funding  as,  or  to
convert  any  Funding into, a LIBOR Rate Funding, the obligations
of  Lessor to make, continue, maintain or convert any such  LIBOR
Rate  Funding  shall,  upon  such  determination,  forthwith   be
suspended until Lessor shall notify Lessee that the circumstances
causing  such  suspension no longer exist, and the interest  rate
then   applicable  with  respect  to  the  calculation  of   rent
automatically  shall  change to the interest  rate  specified  in
Section  C.1.(y) of the applicable Schedule, at the  end  of  the
then current Interest Period with respect thereto, or sooner,  if
required by such law or assertion.

               (2)  If Lessor shall have determined that:

                     (x)   Dollar deposits in the relevant amount
and  for the relevant Interest Period are not available to Lessor
in its relevant market; or

                     (y)   by  reason of circumstances  affecting
Lessor's  relevant  market,  adequate  means  do  not  exist  for
ascertaining the interest rate applicable hereunder to LIBOR Rate
Fundings;

then,  upon  notice  from Lessor to Lessee,  the  obligations  of
Lessor  to  make or continue any Fundings as, or to  convert  any
Fundings  into, LIBOR Rate Fundings shall forthwith be  suspended
until  Lessor shall notify Lessee that the circumstances  causing
such suspension no longer exist.

                (3)   Lessee agrees to reimburse Lessor  for  any
increase  in  the  cost  to   Lessor   of,   or   any   reduction
in  the   amount   of   any   sum   receivable   by   Lessor   in
respect   of,    making,    continuing     or    maintaining  (or

                                3

<PAGE>

of its obligation to make, continue or maintain) any Fundings as,
or  of  converting (or of its obligation to convert) any Fundings
into,  LIBOR  Rate  Fundings that arises in connection  with  any
change   in,   or   the  introduction,  adoption,  effectiveness,
interpretation,  reinterpretation  or  phase-in  after  the  date
hereof  of, any law or regulation, directive, guideline, decision
or request (whether or not having the force of law) of any court,
central  bank, regulator or other Governmental Authority,  except
for  such  changes  with respect to increased capital  costs  and
taxes  which are governed by sub-parts (g)(5) hereof and 4(b)  of
the Agreement, respectively.  Lessor shall promptly notify Lessee
in  writing of the occurrence of any such event, such  notice  to
state,  in  reasonable  detail,  the  reasons  therefor  and  the
additional  amount required fully to compensate Lessor  for  such
increased cost or reduced amount.  Such additional amounts  shall
be  payable by Lessee directly to Lessor within five (5) days  of
its receipt of such notice, and such notice shall, in the absence
of manifest error, be conclusive and binding on Lessee.

      Without  limiting the foregoing, in the event  that,  as  a
result  of  any such change, introduction, adoption or  the  like
described  above,  the  LIBOR Reserve  Percentage  decreases  for
Lessor's  LIBOR  Rate Fundings, Lessor shall give  prompt  notice
thereof  in  writing  to  Lessee.  On  the  fifth  day  following
delivery  of  such  notice,  the 30-Day  LIBOR  or  90-Day  LIBOR
attributable to Lessor's LIBOR Rate Fundings shall be adjusted to
give  Lessee  the benefit of such decrease (for so long  as  such
decrease shall remain in effect).

                (4)  In the event Lessor shall incur any loss  or
expense (including any loss or expense incurred by reason of  the
liquidation  or reemployment of deposits or other funds  acquired
by  Lessor  to  make,  continue or maintain any  portion  of  the
principal amount of any Funding as, or to convert any portion  of
the  principal amount of any Funding into, a LIBOR Rate  Funding)
as a result of:

                     (x)     any   conversion  or  repayment   or
prepayment of the principal amount of any LIBOR Rate Fundings  on
a  date  other than the scheduled last day of the Interest Period
applicable  thereto,  whether pursuant to  Section  4  hereof  or
otherwise; or

                    (y)    any  Fundings not being made as  LIBOR
Rate Fundings in accordance with Lessee's request therefor;

then,  upon the written notice of Lessor to Lessee, Lessee shall,
within  five  (5)  days of its receipt thereof, pay  directly  to
Lessor  such  amount as will (in the reasonable determination  of
Lessor ) reimburse Lessor for such loss or expense.  Such written
notice  (which  shall include calculations in reasonable  detail)
shall,  in  the  absence  of manifest error,  be  conclusive  and
binding on Lessee.

                (5)  If  any  change  in,  or  the  introduction,
adoption,  effectiveness,  interpretation,  reinterpretation   or
phase-in   of,  any  law  or  regulation,  directive,  guideline,
decision or request (whether or not having the force of  law)  of
any   court,   central  bank,  regulator  or  other  Governmental
Authority affects or would affect the amount of capital  required
or  expected to be maintained by Lessor or any Person controlling
Lessor, and Lessor determines (in good faith but in its sole  and
absolute  discretion)  that the rate of return  on  its  or  such
controlling  Person's capital as a consequence of the  Commitment
or  the Fundings made by Lessor is reduced to a level below  that
which  Lessor or such controlling Person could have achieved  but
for  the  occurrence of any such circumstance, then, in any  such
case  upon  notice from time to time by Lessor to Lessee,  Lessee
shall  immediately  pay  directly to  Lessor  additional  amounts
sufficient  to compensate Lessor or such controlling  Person  for
such  reduction in rate of return.  A statement of Lessor  as  to
any  such  additional  amount or amounts (including  calculations
thereof  in reasonable detail) shall, in the absence of  manifest
error, be conclusive and binding on Lessee.  In determining  such
amount,  Lessor  may use any method of averaging and  attribution
that  it  (in  its  sole  and  absolute  discretion)  shall  deem
applicable.

                (6)  In  this Section, each reference  to  Lessor
shall  be  deemed  to  include  reference  to  Lessor  and   each
Participant,  and  all determinations pursuant  to  this  Section
shall be made by Lessor and each affected Participant.

                                4

<PAGE>

3.   DELIVERY AND USE:

      (a)  All  Equipment  shall  be shipped  directly  from  the
Supplier to Lessee.

      (b) The Equipment shall be used, maintained and operated by
Lessee  in  compliance with the requirements  of  the  Facilities
Agreement.

     (c) The parties intend that all Equipment shall at all times
remain  personal property of Lessee regardless of the  degree  of
its  annexation  to any real property and to the  maximum  extent
permitted  by  Applicable  Law  shall  not  by  reason   of   any
installation  in,  or  affixation to, real or  personal  property
become a part thereof.

      (d)        Lessee shall insure the Equipment in  accordance
with the requirements of the Facilities Agreement.

4.   EARLY TERMINATION:

      On  or after the fourth (4th) Rent Payment Date, Lessee may
terminate this Agreement as to all (but not less than all) of the
Equipment described on all Schedules executed hereunder, as of  a
Rent Payment Date ("EARLY TERMINATION DATE") upon at least thirty
(30) days' prior written irrevocable notice to Lessor.

     On the Early Termination Date, Lessee shall pay to Lessor in
cash  the  purchase  price  for  the  Equipment,  determined   as
hereinafter provided.  The purchase price of the Equipment  shall
be  an  amount  equal  to  the sum of (A) the  Termination  Value
(calculated as of the Early Termination Date) for the  Equipment,
plus (B) that portion of the Prepayment Premium applicable to the
Equipment, plus (C) all Collateral Taxes upon sale, plus (C)  all
Rent  and  other sums due and unpaid as of the Early  Termination
Date   (including,  without  limitation,  any  enforcement  costs
incurred  by Lessor as a result of the occurrence of an Event  of
Default)   Upon satisfaction of the conditions specified,  Lessor
will  transfer,  on  an AS IS BASIS (except as  provided  in  the
following  sentence),  all of Lessor's interest  in  and  to  the
Equipment.   Lessor  shall  not  be  required  to  make  and  may
specifically disclaim any representation or warranty  as  to  the
condition of such Equipment and other matters (except that Lessor
shall  warrant that it has conveyed whatever interest it received
in  such  Equipment  free and clear of any  lien  or  encumbrance
created by or arising through Lessor).  Lessor shall execute  and
deliver  to  Lessee  such Uniform Commercial Code  statements  of
termination  as reasonably may be required in order to  terminate
any interest of Lessor in and to the Equipment.

5.   END OF LEASE OPTIONS:

      Upon  the  expiration of the Term of each Schedule,  Lessee
shall  return,  or  purchase, or extend or renew  the  Term  with
respect  to, all (but not less than all) of the Equipment  leased
under  all Schedules executed hereunder upon the following  terms
and conditions.

           (a)  RENEWAL.  If Lessee shall not have exercised  its
option to return the Equipment or its purchase option pursuant to
this  Section, Lessee shall have the option, upon the  expiration
of  the  Basic  Lease Term of the first Schedule to  be  executed
under  this  Agreement and/or of the first Renewal  Term  of  the
first Schedule to be executed under this Agreement, to renew  the
Agreement  with  respect to all, but not less than  all,  of  the
Equipment  leased under all Schedules executed hereunder  for  an
additional  term of twelve (12) months (each, a "RENEWAL  TERM").
Including  all  Renewal  Terms, the maximum  term  of  the  first
Schedule  to be executed under this Agreement shall be  five  (5)
years  (the  Basic  Lease Term plus two (2) Renewal  Terms)  (the
"MAXIMUM  LEASE  TERM"), and the maximum term of each  additional
Schedule shall not exceed the then remaining Maximum Lease Term.

                                5

<PAGE>

          (b)   PURCHASE.  If Lessee shall not have exercised its
extension  option  or its option to renew this Agreement  or  its
option  to return the Equipment pursuant to this Section,  Lessee
shall  have the option, upon the expiration of the Term  of  each
Schedule,  to  purchase  all  (but not  less  than  all)  of  the
Equipment described on all Schedules executed hereunder upon  the
following  terms and conditions:  If Lessee desires  to  exercise
this  option with respect to the Equipment, Lessee shall  pay  to
Lessor  on  the  last  day  of  the Term  with  respect  to  each
individual Schedule, in addition to the scheduled Rent  (if  any)
then  due on such date and all other sums then due hereunder with
respect to the Units of Equipment described on said Schedule,  in
cash  the  purchase  price for the Equipment  described  on  such
Schedule, determined as hereinafter provided.  The purchase price
of  the  Equipment shall be an amount equal to the Fixed Purchase
Price of such Equipment (as specified on the Schedule), plus  all
Collateral   Taxes  upon  sale  and  all  other  reasonable   and
documented  expenses incurred by Lessor in connection  with  such
sale,  including, without limitation, any such expenses  incurred
based  on a notice from Lessee to Lessor that Lessee intended  to
return  any  such  items of Equipment. Upon satisfaction  of  the
conditions specified in this Paragraph, Lessor will transfer,  on
an  AS  IS  BASIS (except as provided in the following sentence),
all  of  Lessor's  interest in and to  the  applicable  Units  of
Equipment.  Lessor  shall  not  be  required  to  make  and   may
specifically disclaim any representation or warranty  as  to  the
condition of such Equipment and other matters (except that Lessor
shall  warrant that it has conveyed whatever interest it received
in  such  Equipment  free and clear of any  lien  or  encumbrance
created by or arising through Lessor).  Lessor shall execute  and
deliver  to  Lessee  such Uniform Commercial Code  statements  of
termination  as reasonably may be required in order to  terminate
any interest of Lessor in and to such Equipment.

          (c)    RETURN.  Unless Lessee shall have exercised  its
extension option or its purchase option pursuant to this Section,
upon  the  expiration of the Term of each Schedule, Lessee  shall
return all (but not less than all) of the Equipment described  on
all  Schedules  executed hereunder, to Lessor upon the  following
terms and conditions:  Lessee shall (i) pay to Lessor on the last
day  of  the  Term with respect to each individual  Schedule,  in
addition  to  the scheduled Rent then due on such  date  and  all
other  sums  then  due  hereunder, a terminal  rental  adjustment
amount  equal to the Fixed Purchase Price of such Equipment,  and
(ii)  return  the  Equipment to Lessor  in  accordance  with  the
provisions of Annex F attached to the Schedules. Thereafter, upon
return  of  all  of  the  Equipment described  on  all  Schedules
executed  hereunder,  Lessor and Lessee  shall  arrange  for  the
commercially reasonable sale, scrap or other disposition  of  the
Equipment.  Upon satisfaction of the conditions specified in this
Paragraph,  Lessor will transfer to the purchaser, on  an  AS  IS
BASIS  (except  as  provided in the following sentence),  all  of
Lessor's interest in and to the Equipment.  Lessor shall  not  be
required to make and may specifically disclaim any representation
or  warranty as the condition of such Equipment and other matters
(except  that Lessor shall warrant that it has conveyed  whatever
interest it received in the Equipment free and clear of any liens
or  encumbrances  created by or arising through Lessor).   Lessor
shall execute and deliver to Lessee such Uniform Commercial  Code
statements of termination as reasonably may be required in  order
to  terminate  any  interest of Lessor in and to  the  Equipment.
Upon  the  sale, scrap or other disposition of the Equipment  the
sales  proceeds with respect to the Equipment sold will  be  paid
to,  and  held  and applied by, Lessor as follows:  Lessor  shall
promptly thereafter pay to Lessee an amount equal to the Residual
Risk Amount (as specified in the Schedule) of the Equipment (less
all  reasonable  costs,  expenses and  fees,  including  storage,
reasonable  and necessary maintenance and other remarketing  fees
incurred  in  connection with the sale, scrap, or disposition  of
such  Equipment) plus all net proceeds, if any, of such  sale  in
excess  of  the  Residual  Risk  Amount  of  the  Equipment   and
applicable taxes, if any.

         (d)   EXTENSION.  If Lessee shall not have exercised its
option to return the Equipment or its purchase option pursuant to
this  Section, and provided that Lessee shall have exercised  its
option  to  renew  this Agreement pursuant to this  Section  with
respect  to  all  available Renewal Terms,  with  Lessor's  prior
written   consent  (which  may  be  withheld  at  Lessor's   sole
discretion) Lessee shall have the option, upon the expiration  of
all available Renewal Terms, to extend the Agreement with respect
to all, but not less than all, of the Equipment for an additional
term  of  twelve (12) months (the "EXTENSION TERM") at a  monthly
rental  to  be paid in arrears on the same day of each  month  on
which  the  prior  Renewal Term Rent installment  was  paid,  and
calculated  as the product of (i) the Capitalized Lessor's  Cost,
TIMES  (ii)  a  lease   rate   factor   calculated   by   Lessor,

                                6

<PAGE>

which  when  so  multiplied times the Capitalized Lessor's  Cost,
will result in a product that is equal to the amount necessary to
fully  repay  to  Lessor any unpaid balance  of  the  Capitalized
Lessor's  Cost  (determined as of the  date  on  which  the  last
available  Renewal Term expired), together with interest  thereon
at  a rate per annum equal to six hundred twenty-five (625) basis
points  over the then current yield to maturity of U.S.  Treasury
Notes  having  a one year maturity, in twelve (12) equal  monthly
installments.   At  the end of the Extension Term,  Lessee  shall
purchase all, and not less than all, of such Equipment for  $1.00
cash, together with all Rent and other sums then due on such date
(including, without limitation, any enforcement costs incurred by
Lessor  as  a  result of the occurrence of an Event of  Default),
plus  all Collateral Taxes upon transfer and all other reasonable
and  documented  expenses incurred by Lessor in  connection  with
such transfer.  Upon satisfaction of the conditions specified  in
this  Paragraph, Lessor will transfer, on an AS IS BASIS  (except
as  provided in the following sentence), all of Lessor's interest
in and to the Equipment. Lessor shall not be required to make and
may  specifically disclaim any representation or warranty  as  to
the condition of the Equipment and any other matters (except that
Lessor  shall warrant that it has conveyed whatever  interest  it
received  in  the  Equipment  free  and  clear  of  any  lien  or
encumbrance created by or arising through Lessor).

          (e)    NOTICE  OF ELECTION.  Lessee shall  give  Lessor
written  notice of its election of the options specified in  this
Section not less than one hundred eighty (180) days nor more than
three hundred sixty-five (365) days before the expiration of  the
Basic  Term  or  any  Renewal Term of the first  Schedule  to  be
executed  under this Agreement.  Such election shall be effective
with respect to all Equipment described on all Schedules executed
hereunder.   If  Lessee  fails timely  to  provide  such  notice,
without  further action Lessee automatically shall be  deemed  to
have elected (1) to renew the Term of this Agreement pursuant  to
Paragraph (a) of this Section if a Renewal Term is then available
hereunder, or (2) to purchase the Equipment pursuant to Paragraph
(b)  of  this  Section if a Renewal Term is  not  then  available
hereunder.

6.   OWNERSHIP FOR TAX PURPOSES; GRANT OF SECURITY INTEREST:

     (a) For income tax purposes, Lessor will treat Lessee as the
owner  of the Equipment.  Accordingly, Lessor agrees (i) to treat
Lessee  as  the owner of the Equipment on its Federal income  tax
return,  (ii) not to take actions or positions inconsistent  with
such  treatment  on  or with respect to its  Federal  income  tax
return,  and not claim any tax benefits available to an owner  of
the  Equipment  on  or  with respect to its  Federal  income  tax
return.   The  foregoing  undertakings by  Lessor  shall  not  be
violated  by  Lessor's taking a tax position through inadvertence
so  long  as such inadvertent tax position is reversed by  Lessor
promptly upon its discovery.  Lessor shall in no event be  liable
to  Lessee  if  Lessee fails to secure any of  the  tax  benefits
available to the owner of the Equipment.

      (b)  To secure the prompt and complete payment, performance
and observance of all of the Obligations, and to induce Lessor to
enter  into  this Agreement and to lease the Equipment hereunder,
Lessee hereby grants to Lessor a first priority security interest
in all of Lessee's right, title and interest in, to and under the
following, whether now owned or hereafter acquired, and  wherever
located:  (a)  the  Equipment leased under and described  on  the
Schedules;    (b)   all   additions,   attachments,   accessions,
accessories   and  accessions  thereto,  and  all  substitutions,
replacements or exchange therefor; and (c) all Proceeds  thereof;
provided, however, that the foregoing grant of security  interest
shall  not cover, create a security interest in or attach to  any
income generated by the property described in clauses (a) or  (b)
above except to the extent resulting from the disposition of such
property.


7.   MISCELLANEOUS:

      (a)  COMPLETE  AGREEMENT; MODIFICATION OF AGREEMENT.   This
Agreement  and  the  other  Operative  Documents  constitute  the
complete  agreement  between  the parties  with  respect  to  the
subject   matter  hereof  and  supersede  all  prior  agreements,
commitments,  understandings  or inducements  (oral  or  written,
expressed  or  implied).  Neither this Agreement  nor  any  other
Operative  Document  nor  any  terms   hereof   or   thereof  may

                                7

<PAGE>

be  changed, waived, discharged or terminated unless such change,
waiver,  discharge  or termination is in writing  signed  by  the
parties hereto.

      (b)  NO WAIVER.  No failure on the part of Lessor,  at  any
time  or times, to require strict performance by Lessee,  of  any
provision  of  this  Agreement and any  of  the  other  Operative
Documents  shall  waive, affect or diminish any right  of  Lessor
thereafter to demand strict compliance and performance therewith.
Any  suspension  or  waiver of any Event of   Default  shall  not
suspend,  waive or affect any other Event of Default whether  the
same is prior or subsequent thereto and whether of the same or of
a   different   type.   None  of  the  undertakings,  agreements,
warranties, covenants and representations of Lessee contained  in
this  Agreement  or any of the other Operative Documents  and  no
Event of Default by Lessee shall be deemed to have been suspended
or  waived by Lessor, unless such waiver or suspension is  by  an
instrument in writing signed by an officer of or other authorized
employee  of Lessor if required hereunder and directed to  Lessee
specifying such suspension or waiver.

      (c) SEVERABILITY.  Any provision of this Agreement and  the
other Operative Documents which is prohibited or unenforceable in
any  jurisdiction shall, as to such jurisdiction, be  ineffective
to  the  extent  of such prohibition or unenforceability  without
invalidating  the  remaining  provisions  hereof,  and  any  such
prohibition  or  unenforceability in any jurisdiction  shall  not
invalidate  or render unenforceable such provision in  any  other
jurisdiction.

     (d) CONFLICT OF TERMS.  Except as otherwise provided in this
Agreement  or  any of the other Operative Documents  by  specific
reference to the applicable provisions of this Agreement, if  any
provision  contained in this Agreement is in  conflict  with,  or
inconsistent  with, any provision in any of the  other  Operative
Documents,  the provisions contained in the Facilities  Agreement
shall govern and control.

       (e)  GOVERNING  LAW;  SUBMISSION  TO  JURISDICTION.   THIS
AGREEMENT  AND THE OTHER OPERATIVE DOCUMENTS AND THE  OBLIGATIONS
ARISING  HEREUNDER  AND  THEREUNDER SHALL  BE  GOVERNED  BY,  AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE  STATE
OF  NEW YORK, APPLICABLE TO CONTRACTS MADE AND PERFORMED IN  SUCH
STATE,  AND ANY APPLICABLE LAWS OF THE UNITED STATES OF  AMERICA.
LESSEE  HEREBY  CONSENTS AND AGREES THAT  THE  STATE  OR  FEDERAL
COURTS LOCATED IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION
TO  HEAR AND DETERMINE ANY CLAIMS OR DISPUTES PERTAINING TO  THIS
AGREEMENT  OR  ANY  OF THE OTHER OPERATIVE DOCUMENTS  OR  TO  ANY
MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF  THE
OTHER  OPERATIVE  DOCUMENTS, PROVIDED,  THAT  LESSOR  AND  LESSEE
ACKNOWLEDGE  THAT ANY APPEALS FROM THOSE COURTS MAY  HAVE  TO  BE
HEARD  BY A COURT LOCATED OUTSIDE OF NEW YORK CITY AND, PROVIDED,
FURTHER,  THAT  NOTHING  IN THIS AGREEMENT  SHALL  BE  DEEMED  OR
OPERATE  TO  PRECLUDE LESSOR FROM BRINGING SUIT OR  TAKING  OTHER
LEGAL   ACTION   IN  ANY  OTHER  JURISDICTION  TO   COLLECT   THE
OBLIGATIONS,  TO REALIZE ON THE COLLATERAL OR ANY OTHER  SECURITY
FOR  THE  OBLIGATIONS, OR TO ENFORCE A JUDGMENT  OR  OTHER  COURT
ORDER  IN FAVOR OF LESSOR. LESSEE EXPRESSLY SUBMITS AND  CONSENTS
IN  ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT  COMMENCED
IN  ANY SUCH COURT, AND LESSEE HEREBY WAIVES ANY OBJECTION  WHICH
LESSEE  MAY  HAVE  BASED  UPON  LACK  OF  PERSONAL  JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
GRANTING  OF  SUCH  LEGAL  OR  EQUITABLE  RELIEF  AS  IS   DEEMED
APPROPRIATE BY SUCH COURT.  LESSEE HEREBY WAIVES PERSONAL SERVICE
OF  THE  SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY  SUCH
ACTION   OR  SUIT  AND  AGREES  THAT  SERVICE  OF  SUCH  SUMMONS,
COMPLAINTS  AND  OTHER  PROCESS MAY BE  MADE  BY  CERTIFIED  MAIL
ADDRESSED TO LESSEE AT THE ADDRESS SET FORTH IN SECTION 15(J)  OF
THE  FACILITIES  AGREEMENT, AND THAT SERVICE  SO  MADE  SHALL  BE
DEEMED  COMPLETED  UPON  THE EARLIER OF LESSEE?S  ACTUAL  RECEIPT
THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.

                                8

<PAGE>

      (f)  SECTION  TITLES.   The Section  titles  and  Table  of
Contents  contained in this Agreement are and  shall  be  without
substantive meaning or content of any kind whatsoever and are not
a part of this Agreement.

      (g)  COUNTERPARTS.  This Agreement may be executed  in  any
number   of   separate  counterparts,  each   of   which   shall,
collectively and separately, constitute one agreement.

      (h)  TIME OF THE ESSENCE.  Time is of the essence  of  this
Agreement  and  each of the other Operative Documents.   Lessor's
failure  at any time to require strict performance by  Lessee  of
any of the provisions hereof shall not waive or diminish Lessor's
right thereafter to demand strict compliance therewith.

      (i)  WAIVER  OF  JURY TRIAL.  LESSEE HEREBY UNCONDITIONALLY
WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED  UPON  OR  ARISING  OUT OF, DIRECTLY  OR  INDIRECTLY,  THIS
AGREEMENT,  ANY OF THE OPERATIVE DOCUMENTS, ANY DEALINGS  BETWEEN
LESSEE  AND  LESSOR  RELATING  TO  THE  SUBJECT  MATTER  OF  THIS
TRANSACTION  OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP
THAT  IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR.  The  scope
of  this waiver is intended to be all encompassing of any and all
disputes  that  may  be  filed in any court  (including,  without
limitation, contract claims, tort claims, breach of duty  claims,
and  all other common law and statutory claims).  THIS WAIVER  IS
IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY  OR
IN  WRITING,  AND  THE  WAIVER  SHALL  APPLY  TO  ANY  SUBSEQUENT
AMENDMENTS,  RENEWALS,  SUPPLEMENTS  OR  MODIFICATIONS  TO   THIS
AGREEMENT, ANY OPERATIVE DOCUMENTS, OR TO ANY OTHER DOCUMENTS  OR
AGREEMENTS   RELATING  TO  THIS  TRANSACTION   OR   ANY   RELATED
TRANSACTION.  In the event of litigation, this Agreement  may  be
filed as a written consent to a trial by the court.

      (j) FURTHER ASSURANCES.  At any time and from time to time,
upon  the  written request of Lessor and at the sole  expense  of
Lessee,  Lessee shall promptly and duly execute and  deliver  any
and  all  such  further instruments and documents and  take  such
further action as Lessor may reasonably deem desirable to  obtain
the  full benefits of this Agreement and of the rights and powers
herein  granted, including (i) using its best efforts  to  secure
all  consents  and  approvals necessary or  appropriate  for  the
assignment  to  or for the benefit of Lessor of  any  license  or
contract  held  by Lessee or in which Lessee has any  rights  not
heretofore   assigned,   and  (ii)  filing   any   financing   or
continuation statements under the Code with respect to the  liens
and  security  interests granted hereunder  or  under  any  other
Operative Document.  Lessee also hereby authorizes Lessor to file
any   such  financing  or  continuation  statement  without   the
signature of Lessee to the extent permitted by Applicable Law.

       (k)   NOTICES.   Any  notice,  demand,  request,  consent,
approval, declaration or other communication hereunder  shall  be
given as specified in Section 15(j) of the Facilities Agreement.

      (l) SURVIVAL.  The obligations of Lessee under Section 5(c)
hereof which accrue during the Term shall survive the termination
of this Agreement.

     (m) QUIET ENJOYMENT.  So long as no Event of Default occurs,
neither Lessor nor any Person claiming by or through Lessor shall
interfere  with  Lessee's right to peaceably and quietly  possess
and  use the Equipment during the term, subject to the terms  and
provisions hereof.

8.    CHATTEL  PAPER:   To  the extent that  any  Schedule  would
constitute chattel paper, as such term is defined in the  Uniform
Commercial  Code as in effect in any applicable jurisdiction,  no
security interest therein may be created through the transfer  or
possession  of  this  Agreement in  and  of  itself  without  the
transfer  or  possession of the original of a  Schedule  executed
pursuant  to  this Agreement and incorporating this Agreement  by
reference;  and  no  security interest in this  Agreement  and  a
Schedule  may  be  created by the transfer or possession  of  any
counterpart  of  the  Schedule other than the  original  thereof,
which  shall be identified as the document marked "Original"  and
all other counterparts shall be marked "Duplicate".

                                9

<PAGE>

      IN  WITNESS  WHEREOF, Lessee and Lessor  have  caused  this
Master  Lease  Agreement to be executed by their duly  authorized
representatives as of the date first above written.

LESSOR:                             LESSEE:
                                    
GENERAL ELECTRIC CAPITAL            ALADDIN GAMING, LLC
CORPORATION, FOR ITSELF AND
AS AGENT FOR CERTAIN
PARTICIPANTS
                                    
                                    
By:____________________________     By:___________________________
Name:__________________________     Name:_________________________
Title:_________________________     Title:________________________

                               10

<PAGE>

                        EXHIBIT NO. 1 TO
                     MASTER LEASE AGREEMENT
                                
                     SCHEDULE NO.__________
        DATED THIS ___________ DAY OF ____________, 199__
       TO MASTER LEASE AGREEMENT DATED AS OF JUNE 26, 1998


Lessor & Mailing Address:              Lessee & Mailing Address:
                                          
GENERAL ELECTRIC CAPITAL CORPORATION   ALADDIN GAMING, LLC
FOR ITSELF AND AS AGENT FOR CERTAIN    Project Development Office
PARTICIPANTS                           831 Pilot Road
777 Long Ridge Road                    Las Vegas, Nevada  89119
Building B, 1st Floor
Stamford, Connecticut  06927

This Equipment Schedule is executed pursuant to, and incorporates
by  reference the terms and conditions of, and capitalized  terms
not  defined herein shall have the meanings assigned to them  in,
the  Master  Lease Agreement identified above (the "Master  Lease
Agreement";  said  Master  Lease  Agreement  and  this  Equipment
Schedule  being  collectively  referred  to  as  "Lease").   This
Equipment  Schedule, incorporating by reference the Master  Lease
Agreement, constitutes a separate instrument of lease.

A.   EQUIPMENT.

     Pursuant to the terms of the Lease, Lessor agrees to acquire
and  lease  to  Lessee the Equipment listed on Annex  A  attached
hereto and made a part hereof (individually a "Unit of Equipment"
and, collectively, the "Equipment").

B.   FINANCIAL TERMS.

     1.  Capitalized Lessor's Cost: $__________________________.
     2.  Basic Lease Term: thirty-six (36) months.
     3.  Basic   Lease   Term   Commencement   Date:   the
         Construction Completion Date.
     4.  Renewal Term: each, twelve (12) months.
     5.  Maximum Lease Term: sixty (60) months.
     6.  Last  Delivery Date: _________________, 2000 [that  date
         which  is  twenty-six (26) months after Lessee's  Senior
         Credit  Facility closes] (if no force majeure  has  then
         occurred;  provided that such date may be  extended  for
         up  to  twelve (12) months if a force majeure  has  then
         occurred).
     7.  Stipulated Loss Values: See Annex D.
     8.  Termination Values: See Annex D.
     9.  Lessee Federal Employer Identification No.:  86-0856993
     10. Lessee    agrees    and     acknowledges     that    the
         Capitalized Lessor's Cost of the Equipment as stated  on
         this  Schedule is equal to the fair market value of  the
         Equipment on the date hereof.

C.   TERM AND RENT.

     1.  Interim Rent.  During the Interim Funding Period, Lessee
shall  pay  rent ("Interim Rent") for each Unit of  Equipment  in
monthly  installments, in arrears, calculated as the  product  of
the  Interim  Term Interest Rate, multiplied by  the  Capitalized
Lessor's Cost of such Unit of Equipment, for the actual number of
days in such period.  Lessee shall select the applicable interest
rate  with  respect to the Interim Funding Period not  less  than
five  (5)  Business Days prior to the date on which  the  initial
Funding    is     made    with    respect     to     the    Lease
Facility   by   written   notice    to   Lessor.    The  interest
rate   option    selected    by    Lessee   shall    remain    in
effect  during   the   Interim   Funding    Period.  Interim Rent
shall  be  due on the first day of each month  during the Interim

<PAGE>

Funding Period, commencing on the first day of the calendar month
next  succeeding the Lease Commencement Date with respect to such
Unit  of  Equipment and on the first day of each  calendar  month
thereafter during the Interim Funding Period (provided,  however,
that  the final installment of Interim Rent shall be due  on  the
Basic  Term  Commencement Date) (each, an "Interim  Rent  Payment
Date").  All payments of Interim Rent shall be applied to payment
of  interest  due on the Obligations with respect  to  the  Lease
Facility.

      2.   Basic Term and Renewal Term Rent.  Commencing  on  the
first  day of the fourth calendar month next succeeding the Basic
Term  Commencement Date, and on the first day of each tri-monthly
period thereafter (each, a "Rent Payment Date") during the  Basic
Lease  Term  ("Basic Term Rent") and any Renewal  Term  ("Renewal
Term  Rent"),  Lessee shall pay rent in tri-monthly installments,
in arrears, in an amount equal to (x) the amount specified on the
attached  Basic Term Rent Schedule, plus (y) an amount  equal  to
the   product  of  the  Unamortized  Lessor's  Cost  as  of   the
immediately preceding Rent Payment Date (after application of the
Rent  paid  on  such date), multiplied by the  Basic  Lease  Term
Interest  Rate  for  the actual number of days  in  the  Interest
Period  following such immediately preceding Rent  Payment  Date.
Said  Rent  consists of principal and interest  components,  such
principal  components being as provided in the  Basic  Term  Rent
Schedule attached hereto.

     3.  Contingent Rent.  Contingent Rent shall accrue on a tri-
monthly  basis  and  shall be payable by Lessee  to  Lessor  upon
return  of  the Equipment pursuant to Section 5(c) of the  Master
Lease Agreement.

      4.   Special  Definitions.  As used herein,  the  following
terms shall have the following meaning:

      "Interim  Term  Interest Rate" shall  be  calculated  at  a
floating  rate equal, at the option of Lessee exercised  pursuant
to  Section  C.1.  hereof, to either (1) 30-Day LIBOR  plus  four
hundred  seventy-eight (478) basis points, or (2) the Prime  Rate
plus two hundred seventy-five (275) basis points; and such spread
shall  be fixed throughout the Interim Funding Period; and 30-Day
LIBOR  or the Prime Rate, as applicable, will be adjusted monthly
on the first day of each month during the Interim Funding Period,
based  on  changes  thereto as in effect two  (2)  Business  Days
before the first day of such month.

      "Basic  Lease Term Interest Rate" shall be determined  five
(5) Business Days prior to the Basic Lease Term Commencement Date
and  shall be calculated at a floating rate equal to the  sum  of
the  Base  Index  plus  an amount (the "Spread")  equal  to  four
hundred  seventy-eight (478) basis points; and such Spread  shall
be  fixed throughout the Lease Term; and the Base Index  will  be
adjusted tri-monthly on the first day of each tri-monthly  period
during the Lease Term, based on changes to the Base Index  as  in
effect  two (2) Business Days before the first day of  such  tri-
monthly period.

      5.   Default  Rate.  So long as any Event of Default  shall
have occurred and be continuing, the interest rate applicable  to
the  Lease  Facility shall be increased by two percentage  points
(2%)  per  annum above the then highest rate otherwise applicable
to the Lease Facility.

      6.  Computations of Interest.  All computations of interest
hereunder shall be made (a) on the basis of a three hundred sixty
(360)  day year during any period during which rent is calculated
on  the  basis of 30-Day LIBOR or the Base Index, or (b)  on  the
basis  of  a  three hundred sixty-five (365) day year during  any
period during which rent is calculated on the basis of the  Prime
Rate; in each case for the actual number of days occurring in the
period  for  which  such rent is payable.  Each determination  by
Lessor  of  an  interest rate hereunder shall be  conclusive  and
binding for all purposes, absent manifest error.

D.   FIXED PURCHASE PRICE AND RESIDUAL RISK AMOUNT

     END OF QUARTER   FIXED PURCHASE PRICE   RESIDUAL RISK AMOUNT

                                2

<PAGE>

expressed  as a percent of the Capitalized Lessor's Cost  of  the
Equipment.

      This  Schedule is not binding or effective with respect  to
the  Master Lease Agreement or Equipment until executed on behalf
of  Lessor and Lessee by authorized representatives of Lessor and
Lessee, respectively.

      IN  WITNESS  WHEREOF, Lessee and Lessor  have  caused  this
Schedule  to be executed by their duly authorized representatives
as of the date first above written.

LESSOR:                             LESSEE:
                                    
GENERAL ELECTRIC CAPITAL            ALADDIN GAMING, LLC
CORPORATION, FOR ITSELF AND
AS AGENT FOR CERTAIN
PARTICIPANTS
                                    
                                    
By:___________________________      By:___________________________
Name:_________________________      Name:_________________________
Title:________________________      Title:________________________

                                3

<PAGE>

                             ANNEX A
                               TO
                     SCHEDULE NO.__________
             DATED THIS _____ DAY OF ________, 199__
       TO MASTER LEASE AGREEMENT DATED AS OF JUNE 26, 1998

[CAPTION]
<TABLE>

                    DESCRIPTION OF EQUIPMENT

<S>             <C>               <C>                  <C>               <C>
Manufacturer    Serial Numbers    Type and Model of    Number of Units   Cost per Unit
                                      Equipment
=======================================================================================

</TABLE>




Initials:__________      __________
         Lessor          Lessee

<PAGE>

                             ANNEX B
                               TO
                     SCHEDULE NO.__________
              DATED THIS _____ DAY OF ________, 199
       TO MASTER LEASE AGREEMENT DATED AS OF JUNE 26, 1998
                                
              PURCHASE ORDER ASSIGNMENT AND CONSENT


     THIS ASSIGNMENT AGREEMENT, dated as of ____________________,
1998 ("AGREEMENT"), between General Electric Capital Corporation,
for  Itself and as Agent for Certain Participants, its successors
and  assigns  ("LESSOR"), and Aladdin Gaming, LLC (together  with
its successors and permitted assigns, "LESSEE").


WITNESSETH:

     Lessee desires to lease certain equipment ("EQUIPMENT") from
Lessor  pursuant  to the above schedule and lease  (collectively,
"LEASE").  All terms used herein which are not otherwise  defined
shall have the meaning ascribed to them in the Lease.

      Lessee desires to assign, and Lessor is willing to acquire,
certain  of  Lessee's  rights and interests  under  the  purchase
order(s),   agreement(s),  and/or  document(s)   (the   "PURCHASE
ORDERS") Lessee has heretofore issued to the Supplier(s) of  such
Equipment.


      NOW,  THEREFORE,  in consideration of the mutual  covenants
herein contained, Lessor and Lessee hereby agree as follows:


SECTION 1.  ASSIGNMENT.

      (a) Lessee does hereby assign and set over to Lessor all of
Lessee's  rights and interests in and to such Equipment  and  the
Purchase  Orders  as  the same relate thereto including,  without
limitation, (i) the rights to purchase, to take title, and to  be
named the purchaser in the bill of sale for, such Equipment, (ii)
all claims for damages in respect of such Equipment arising as  a
result  of  any  default  by  the  Supplier  (including,  without
limitation, all warranty and indemnity claims) and (iii) any  and
all rights of Lessee to compel performance by the Supplier.

      (b) If, and so long as, (i) no Event of Default exists,  or
(ii) notwithstanding the existence of an Event of Default, Lessee
remains in possession of the Equipment, Lessee shall be,  and  is
hereby,  authorized during the term of the Lease  to  assert  and
enforce, at Lessee's sole cost and expense, from time to time, in
the name of and for the account of Lessor and/or Lessee, as their
interests may appear, whatever claims and rights Lessor may  have
against any Supplier of the Equipment.


SECTION 2.  CONTINUING LIABILITY OF LESSEE.

      It  is expressly agreed that, anything herein contained  to
the  contrary  notwithstanding:  (a)  Lessee shall at  all  times
remain  liable to the Supplier to perform all of the  duties  and
obligations  of the purchaser under the Purchase  Orders  to  the
same  extent as if this Agreement had not been executed, (b)  the
execution  of  this  Agreement shall not modify  any  contractual
rights  of  the  Supplier  under  the  Purchase  Orders  and  the
liabilities of the Supplier under the Purchase Orders shall be to
the  same  extent and continue as if this Agreement had not  been
executed,  (c)  the exercise by the Lessor of any of  the  rights
hereunder  shall  not release Lessee from any of  its  duties  or
obligations  to the Supplier under the Purchase Orders,  and  (d)
Lessor   shall   not    have   any    obligation   or   liability
under   the    Purchase    Orders     by     reason     of,    or
arising   out    of,    this     Agreement    or    be  obligated

<PAGE>

to  perform any of the obligations or duties of Lessee under  the
Purchase  Orders  or to make any payment (other  than  under  the
terms  and  conditions set forth in the Lease)  or  to  make  any
inquiry  of  the sufficiency of or authorization for any  payment
received  by any Supplier or to present or file any claim  or  to
take  any  other action to collect or enforce any claim  for  any
payment assigned hereunder.


      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement to be duly executed as of the date first above written.

LESSOR:                             LESSEE:
                                    
GENERAL ELECTRIC CAPITAL            ALADDIN GAMING, LLC
CORPORATION, FOR ITSELF AND
AS AGENT FOR CERTAIN
PARTICIPANTS
                                    
                                    
By:___________________________      By:___________________________
Name:_________________________      Name:_________________________
Title:________________________      Title:________________________

<PAGE>

                      CONSENT AND AGREEMENT


      Supplier  hereby consents to the above assignment agreement
("AGREEMENT") and agrees not to assert any claims against  Lessor
or Lessee inconsistent with such Agreement.  Supplier agrees that
the Purchase Orders are hereby amended as necessary to provide as
follows:

      (a)As  between  Supplier and Lessor, title to and  risk  of
         loss   of  the  Equipment  shall  pass  to  Lessor  upon
         Lessee's execution of the Certificate of Acceptance  for
         such Equipment.

      (b)Supplier  hereby  waives  and  discharges  any  security
         interest,  lien  or other encumbrance  in  or  upon  the
         Equipment  and  agrees  to  execute  such  documents  as
         Lessor  may request evidencing the release of  any  such
         encumbrance  and  the  conveyance of  title  thereto  to
         Lessor.

      (c)Supplier agrees that on and after the date this  Consent
         is  executed it will not make any addition to or  delete
         any   items  from  the  Equipment  referred  to  in  the
         Agreement  without  the prior written  consent  of  both
         Lessor and Lessee.

      (d)Supplier   represents  that  the  Equipment   has   been
         accurately labeled, consistent with the requirements  of
         40  CFR  Part  82  Subpart E, with respect  to  products
         manufactured   with   a   controlled   (ozone-depleting)
         substance.

      IN WITNESS WHEREOF, the undersigned has caused this Consent
to be executed this ________ day of ____________________, 199___.


                                    SUPPLIER:
                                    
                                    
                                    By:___________________________
                                    Name:_________________________
                                    Title:________________________

<PAGE>

                             ANNEX C
                               TO
                     SCHEDULE NO.__________
            DATED THIS _____ DAY OF __________, 199__
       TO MASTER LEASE AGREEMENT DATED AS OF JUNE 26, 1998
                                
                    CERTIFICATE OF ACCEPTANCE


To:   General Electric Capital Corporation,
      for Itself and as Agent for Certain Participants

      Pursuant to the provisions of the above Schedule and Master
Lease   Agreement  (collectively,  the  "LEASE"),  Lessee  hereby
certifies and warrants that, as between Lessor and Lessee (a) all
Equipment listed in the related invoice is in good condition  and
appearance, installed (if applicable), and in working order;  and
(b)  Lessee accepts the Equipment for all purposes of  the  Lease
and   all  attendant  documents;  provided,  however,  that  this
Certificate  shall not confer any rights upon  or  inure  to  the
benefit  of any Person other than Lessor and shall not constitute
a  waiver of any claims against any Supplier.  Capitalized  terms
used  herein without definition shall have the meanings specified
in the Lease.

      Lessee does further certify that as of the date hereof  (i)
no  Event of Default has occurred and is continuing; and (ii) the
representations  and  warranties made by Lessee  pursuant  to  or
under the Lease are true and correct on the date hereof.

                           ALADDIN GAMING, LLC


                           By:____________________________________
                              Lessee's Authorized Representative


Dated:  __________ ___, 199_

<PAGE>

                             ANNEX D
                               TO
                          SCHEDULE NO.
             DATED THIS _____ DAY OF _________, 199_
       TO MASTER LEASE AGREEMENT DATED AS OF JUNE 26, 1998
                                
         STIPULATED LOSS AND TERMINATION VALUE TABLE<1>


RENT PAYMENT          STIPULATED LOSS       TERMINATION
DATE                  VALUE                 VALUE
---------             ---------             ---------




Initials__________       __________
        Lessor           Lessee


=======================
<1>The  Stipulated Loss and Termination Value for  any  unit  of
Equipment shall be equal to the Capitalized Lessor's Cost of such
unit  multiplied by the appropriate percentage derived  from  the
above  table.   In  the event that the Lease is  for  any  reason
extended,  then  the  last percentage figure  shown  above  shall
control throughout any such extended term.

<PAGE>

                             ANNEX E
                               TO
                     SCHEDULE NO.__________
            DATED THIS _____ DAY OF _________, 199__
       TO MASTER LEASE AGREEMENT DATED AS OF JUNE 26, 1998
                                
                  BASIC TERM RENT SCHEDULE<1>


                                               UNAMORTIZED
RENT PAYMENT DATE     PRINCIPAL<1>            LESSOR'S COST<1>
-----------------     ---------               -------------
                                                      






Initials__________       __________
        Lessor           Lessee


====================
<1>The  Principal and Unamortized Lessor's Cost as of  any  Rent
Payment  Date shall be equal to the Capitalized Lessor's Cost  of
such  unit multiplied by the appropriate percentage derived  from
the above table.

<PAGE>

                             ANNEX F
                               TO
                     SCHEDULE NO.__________
           DATED THIS _____ DAY OF ____________, 199__
       TO MASTER LEASE AGREEMENT DATED AS OF JUNE 26, 1998

RETURN PROVISIONS: Upon the expiration or any termination of  the
Term  of  this Schedule provided that Lessee has elected  not  to
exercise its extension option or its purchase option pursuant  to
Section 9 of the Lease, Lessee shall, at its expense:

      (A)  (i) Perform any testing and repairs required to  place
the  Equipment  in  the  same condition and  appearance  as  when
received  by  Lessee (reasonable wear and tear excepted)  and  in
good  working order for its originally intended purpose; (ii)  if
deinstallation,  disassembly or crating is  required,  cause  the
Equipment  to  be  deinstalled, disassembled  and  crated  by  an
authorized  manufacturer's representative or such  other  service
person  as  is  satisfactory  to Lessor;  and  (iii)  return  the
Equipment,  free  and clear of all liens and encumbrances,  to  a
location  within  the continental United States as  Lessor  shall
direct.

     (B) Until Lessee fully has complied with the requirements of
Paragraph  (A)  above, Lessee's Rent payment obligation  and  all
other  obligations under the Agreement shall continue from  month
to  month  notwithstanding any expiration or termination  of  the
Term.   Lessor  may  terminate such continued leasehold  interest
upon  ten  (10)  days' notice to Lessee.  In  addition  to  these
Rents,  Lessor  shall have all of its other rights  and  remedies
available as a result of this nonperformance.

     (C) At least one hundred eighty (180) days and not more than
two  hundred  forty  (240) days prior to  expiration  or  earlier
termination of the Lease, provide to Lessor a detailed  inventory
of  all  components  of  the  Equipment.   The  inventory  should
include,  but  not  be  limited to, a listing  of  model,  serial
numbers  and  size description (length, width, height,  diameter)
for all components comprising the Equipment.

      (D)   At  least  one  hundred eighty (180)  days  prior  to
expiration  or  earlier termination of the Lease, upon  receiving
reasonable notice from Lessor, provide or cause the vendor(s)  or
manufacturer(s)  to  provide to Lessor the  following  documents:
(1)  one  set  of  service  manuals, blue  prints,  process  flow
diagrams  and  operating  manuals including  replacements  and/or
additions thereto, such that all documentation is completely  up-
to-date;  and  (2)  one  set  of documents,  detailing  equipment
configuration, operating requirements, maintenance  records,  and
other  technical data concerning the set-up and operation of  the
Equipment, including replacements and/or additions thereto,  such
that all documentation is completely up-to-date.

      (E)   At  least  one  hundred eighty (180)  days  prior  to
expiration  or  earlier termination of the Lease, upon  receiving
reasonable  notice from Lessor, make the Equipment available  for
on-site  operational inspections by potential  purchasers,  under
power,  and  provide  personnel,  power  and  other  requirements
necessary to demonstrate electrical, mechanical and functionality
of each item of the Equipment.

      (F)   At least forty-five (45) days prior to expiration  or
earlier  termination  of  the  Lease,  cause  the  manufacturer's
representative(s) or qualified equipment maintenance provider(s),
acceptable  to  Lessor,  to  perform  a  comprehensive   physical
inspection, including testing all material and workmanship of the
Equipment.  The authorized inspector should ensure the  equipment
is  clean  and cosmetically acceptable, and in such condition  so
that  it  may be immediately installed and placed into use  in  a
similar  retail  store environment.  There shall  be  no  missing
screws,  bolts, fasteners, etc.  The equipment will be free  from
all  large  scratches,  marks, gouges,  dents,  discoloration  or
stains.    There  shall  be  no  evidence  of  extreme   use   or
overloading, i.e. bowed or sagging shelves, etc.  If during  such
inspection, examination and test, the authorized inspector  finds
any  of  the  material  or workmanship to  be  defective  or  the
Equipment  not  operating  within manufacturer's  specifications,
then  Lessee shall repair or replace such defective material and,
after corrective measures are completed, Lessee will provide  for
a  follow-up  inspection  of  the  Equipment  by  the  authorized
inspector as outlined in the preceding clause.

      (G)  Have each item of Equipment returned with an  in-depth
field  service  report detailing said inspection as  outlined  in
Section  D  of this Annex F.  The report shall certify  that  the
Equipment has been properly inspected, examined and tested and is
operating within the manufacturer's specifications.

<PAGE>

      (H) Properly remove all Lessee installed markings which are
not  necessary  for the operation, maintenance or repair  of  the
Equipment.

     (I) Ensure all Equipment and equipment operations conform to
all  applicable local, state, and federal laws, health and safety
guidelines.

      (J)   The Equipment shall be redelivered with all component
parts  in good operating condition.  All components must meet  or
exceed  the  manufacturer's  minimum  recommended  specifications
unless otherwise specified.

      (K)  Provide for the deinstallation, packing, transporting,
and  certifying of the Equipment to include, but not  be  limited
to,  the following:  (1) the manufacturer's representative  shall
de-install all Equipment (including all wire, cable and  mounting
hardware)   in   accordance  with  the  specifications   of   the
manufacturer;  (2) each item of the Equipment  will  be  returned
with  a certificate supplied by the manufacturer's representative
qualifying  the  Equipment  to be in good  condition  and  (where
applicable)  to  be  eligible for the manufacturer's  maintenance
plan;  the  certificate of eligibility shall be  transferable  to
another  operator  of the Equipment; (3) the Equipment  shall  be
packed   properly  and  in  accordance  with  the  manufacturer's
recommendations; and (4) Lessee shall transport the Equipment  in
a  manner consistent with the manufacturer's recommendations  and
practices.

      (L)  Upon  sale of the Equipment to a third party,  provide
transportation  to  any  locations anywhere  in  the  continental
United States selected by Lessor.

     (M) Obtain and pay for a policy of transit insurance for the
redelivery period in an amount equal to the replacement value  of
the  Equipment and Lessor shall be named as the loss payee on all
such policies of insurance.

      (N)  Store  the  Equipment at the  Equipment  Location,  at
Lessee's  sole  risk  and  expense  (including  maintenance   and
insurance), for a period not to exceed nine (9) months.

                                2

<PAGE>

                        EXHIBIT NO. 2 TO
                     MASTER LEASE AGREEMENT
                                
                        AGENCY AGREEMENT


      THIS  AGENCY AGREEMENT ("Agreement"), dated as of the  26th
day  of June, 1998, between GENERAL ELECTRIC CAPITAL CORPORATION,
FOR  ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS, its successors
and  assigns ("Lessor"), and ALADDIN GAMING, LLC, its  successors
and  assigns  ("Lessee").  Capitalized terms not  defined  herein
shall  have  the  meanings assigned to them in Annex  A  to  that
certain Facilities Agreement dated as of the date hereof, between
Lessor and Lessee.


                            RECITALS:

      WHEREAS,  Lessor and Lessee have entered  into  the  Master
Lease  Agreement which contemplates the execution of one or  more
Schedules incorporating by reference the terms and conditions  of
the  Master  Lease  Agreement.  Each Schedule,  incorporating  by
reference the Master Lease Agreement, is hereinafter referred  to
as  the  "Lease".  Pursuant to the Lease, Lessor, as lessor,  has
agreed  to  purchase certain items of equipment  and  lease  such
items  of  equipment  to Lessee, as lessee  (all  such  equipment
leased thereunder is hereinafter collectively referred to as  the
"Equipment").

      WHEREAS, Lessor and Lessee desire to set forth the basis on
which  Lessee  shall issue its purchase orders  with  respect  to
equipment which Lessee wishes to be brought under the Lease.

     WHEREAS, Lessor desires to appoint Lessee its agent to order
and receive, in the name and on behalf of Lessor, the Equipment.

      NOW, THEREFORE, in consideration of the above premises  and
the  mutual promises contained herein, as well as other good  and
valuable  consideration, the receipt and sufficiency of which  is
hereby acknowledged, the parties hereto hereby agree as follows:


                            ARTICLE I
                       GENERAL UNDERTAKING

      Section  1.01  Ordering of Equipment.  From time  to  time,
Lessee  shall issue its purchase orders to, or shall  enter  into
purchase  agreements  with,  suppliers  of  equipment   (each   a
"Supplier" and collectively, the "Suppliers").

      Section 1.02  Appointment.  Lessor hereby appoints  Lessee,
and  Lessee  hereby accepts such appointment,  as  the  agent  of
Lessor, without any fee for acting as such agent, pursuant to the
terms  and  conditions  of this Agreement,  for  the  purpose  of
subject  to  the  conditions set forth in  Section  2.01  hereof,
accepting  Equipment  on Lessor's behalf for  leasing  to  Lessee
under the Lease.  It is specifically agreed that all of the power
and  authority  vested to Lessee herein shall be subject  to  any
modifications as may from time to time be made by Lessor.

      Section 1.03  Powers.  Except as otherwise may be expressly
provided  in  this  Agreement,  Lessee  is  hereby  granted   the
authority  to act, and hereby agrees to act, on behalf of  Lessor
and  in  the  name of Lessor, solely to the extent  necessary  to
carry out its duties under this Agreement.

      Section  1.04   Lease.  This Agreement is entered  into  in
connection with and subject to the terms of the Lease and in  the
event  of a conflict between the terms of this Agreement and  the
Lease, the Lease shall control.  Lessee and Lessor may from  time
to  time hereafter enter into Schedules to the Lease, and  it  is
the  intent  of  the parties that this Agreement  facilitate  the
leasing  of  Equipment  under  the   Lease.    NOTHING   IN  THIS

<PAGE>

AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON  THE
PART  OF  LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY SCHEDULES
AFTER THE DATE OF THIS AGREEMENT.


                           ARTICLE II
                         DUTIES OF AGENT

     Section 2.01  Equipment Orders.

           (a)   Lessee, pursuant to the agency granted to it  by
Lessor  in Article I hereof, may receive, accept and pay for  the
Equipment to be leased by Lessor to Lessee pursuant to the Lease.
Upon  and  as  of the date of issuance hereunder by Lessee  of  a
Purchase  Order  with  respect  to  Equipment,  Lessee  shall  be
unconditionally  obligated to lease such  Equipment  from  Lessor
pursuant  to  the  terms and conditions  of  the  Lease  and  the
applicable  Schedule.  Upon and as of the date of  acceptance  of
the  Equipment  by  Lessee  and satisfaction  of  the  conditions
precedent provided for herein and in the Lease, Lessor  shall  be
unconditionally obligated to purchase such Equipment pursuant  to
the  terms  of  the applicable Purchase Order and to  lease  such
Equipment to Lessee pursuant to the terms and conditions  of  the
Lease and the applicable Schedule.

           (b)     Notwithstanding any provision to the  contrary
herein, Lessee's ability to act as Lessor's agent hereunder,  and
unconditionally to obligate Lessor to purchase Equipment pursuant
to  such  agency, shall be limited by the following:  (1)  Lessee
must disclose in writing to all Suppliers that it is ordering the
Equipment  as agent for "General Electric Capital Corporation  or
its  nominee";  (2) all of the Equipment ordered and/or  accepted
hereunder  must  meet  at  least one of the  general  description
categories,   and   must   be  within  the   quantity,   specific
description, manufacturers, hard/soft cost allocation, and  total
cost parameters, contained on Schedule A attached hereto; (3) the
aggregate   Purchase  Price  for  all  Equipment   purchased   in
connection  with the Lease must be less than, or  equal  to,  the
Capitalized  Lessor's  Cost  specified  on  Schedule  A  attached
hereto; (4) the Equipment must be delivered to, and accepted  by,
Lessee  on or before the Last Delivery Date specified in Schedule
A  attached  hereto; and (5) the Purchase Price of each  unit  of
Equipment  must  not  be more than the then current  fair  market
value of such Equipment.  Lessor may refuse to purchase Equipment
pursuant  to  such  agency  if Lessor  determines,  in  its  sole
discretion,   that  the  foregoing  conditions  have   not   been
satisfied;  and  such refusal shall not constitute  a  breach  by
Lessor hereunder or under the Lease.

           (c)     Lessee  additionally agrees that all  Purchase
Orders executed by Lessee shall:  (1) not permit passage of title
for the Equipment earlier than such acceptance by Lessee; (2) not
permit  the Supplier or any other person or entity to retain  any
security interest in, or lien on, any of the Equipment;  and  (3)
otherwise be on terms and conditions acceptable to Lessor in  its
reasonable  discretion.  Prior to passage  of  risk  of  loss  to
Lessor  of the Equipment under the terms of the Purchase  Orders,
Lessee shall insure the Equipment, and provide to Lessor evidence
of insurance, in accordance with the provisions of the Lease.

      Section  2.02  Receipt of Equipment.  With respect  to  any
purchase order issued by Lessee pursuant hereto, Lessee agrees to
perform  all obligations of the purchaser in the time and  manner
required  thereby.  Without limiting the foregoing, upon  receipt
and  acceptance by Lessee of any Equipment, Lessee shall  execute
and  deliver  to  Lessor  a  Schedule  describing  all  units  of
Equipment  so  received  and accepted by  Lessee  (together  with
evidence  of  the  insurance required by  Section  10(e)  of  the
Facilities Agreement).  As between Lessor and Lessee, receipt and
acceptance of any Equipment by Lessee from the Supplier shall  be
deemed to be an unconditional and irrevocable acceptance of  such
Equipment  by  Lessee  for all purposes  of  the  Lease  and  the
applicable Schedule; provided that no such receipt and acceptance
shall constitute a waiver of any Claims Lessee or Lessor may have
against any Supplier or any other Person..

                           ARTICLE III
                           TERMINATION

     Section 3.01  Termination.

           (a)   If  an  Event  of Default has  occurred  and  is
continuing,   Lessor  may  elect  to  terminate  this   Agreement
immediately,  which  shall  be   effective   upon   the   receipt
of  written  notice   thereof  by  Lessee.   If   Lessee  invokes
the  protection  of   any   bankruptcy   or  insolvency  law,  or
any   such     law      is      invoked     against     or   with

                                2

<PAGE>

respect  to  Lessee or its property, without further action  this
Agreement   automatically  shall  terminate.    Upon   any   such
termination  Lessor  shall  have no continuing  obligation  under
Section 2.03 hereof.

           (b)     Any   termination  under  this  Section   3.01
automatically  shall result in the immediate  revocation  of  all
authority vested in Lessee under this Agreement to order,  accept
or pay for any Equipment on behalf of Lessor.

      IN  WITNESS  WHEREOF, the parties have  caused  their  duly
authorized  representatives to execute and  deliver  this  Agency
Agreement as of the date first above written.

LESSOR:                             LESSEE:
                                    
GENERAL ELECTRIC CAPITAL            ALADDIN GAMING, LLC
CORPORATION, FOR ITSELF AND
AS AGENT FOR CERTAIN
PARTICIPANTS
                                    
                                    
By:___________________________      By:_________________________
Name:_________________________      Name:_______________________
Title:________________________      Title:______________________

                                3

<PAGE>

                          SCHEDULE A TO
                        AGENCY AGREEMENT


Description  of  Equipment:  furniture,  fixtures  and  equipment
(other than gaming equipment)

Equipment Parameters:  See attachments

Aggregate Capitalized Lessor's Cost:  $60,000,000.00

Last Delivery Date: April 26, 2000 (if no force majeure has  then
                    occurred;  provided that  such  date  may  be
                    extended  for up to twelve (12) months  if  a
                    force majeure has then occurred).

<PAGE>

                        EXHIBIT NO. 2 TO
                      FACILITIES AGREEMENT
                                
                         TERM LOAN NOTE


$_____________________                  _________________, 199___


           FOR  VALUE RECEIVED, the undersigned, ALADDIN  GAMING,
LLC  ("Borrower"), HEREBY PROMISES TO PAY to the order of GENERAL
ELECTRIC CAPITAL CORPORATION, FOR ITSELF AND AS AGENT FOR CERTAIN
PARTICIPANTS ("Lender"), in lawful money of the United States  of
America  and  in  immediately  available  funds,  the  amount  of
____________________________________ DOLLARS  ($________________)
or,  if  less,  the  aggregate unpaid  principal  amount  of  the
Fundings  with respect to the Term Loan Facility (the "Advances")
made by Lender to or on behalf of Borrower pursuant to Section  1
of  the  Facilities Agreement, together with interest thereon  as
hereinafter  set forth.  All capitalized terms, unless  otherwise
defined  herein, shall have the respective meanings  assigned  to
such  terms in Annex A to that certain Facilities Agreement dated
as  of  May  ___,  1998  (as amended, restated,  supplemented  or
otherwise   modified   from  time  to   time,   the   "Facilities
Agreement"), between Borrower and Lender.

            This  Term  Loan  Note  is  issued  pursuant  to  the
Facilities Agreement, and is entitled to the benefit and security
of  the  Facilities Agreement, to which reference is hereby  made
for  a  statement of all of the terms and conditions under  which
the loans evidenced hereby were made.

           Interest  on the aggregate unpaid principal amount  of
the Advances made by Lender to or on behalf of Borrower evidenced
hereby  shall be payable from the date each such Advance is  made
through  the Interim Funding Period at a floating rate  equal  to
[30-Day LIBOR plus four hundred seventy-eight (478) basis points]
[the  Prime  Rate  plus  two  hundred  seventy-five  (275)  basis
points]. [30-Day LIBOR] [The Prime Rate] will be adjusted monthly
on the first day of each month during the Interim Funding Period,
based  on  changes  thereto as in effect two  (2)  Business  Days
before the first day of such month.  The principal amount of  the
indebtedness evidenced hereby shall be payable in twenty (20) tri-
monthly  installments, in arrears, on the first day of each  tri-
monthly period during the term of this Note, on the dates and  in
the amounts specified on the Amortization Schedule to be attached
hereto  on  the  Construction  Completion  Date,  together   with
interest   on   the  outstanding  principal  balance   from   the
Construction Completion Date (or, in the case of installments due
after the first installment, from the preceding payment date)  at
a  per annum interest rate calculated on that date which is  five
(5) Business Days prior to the Construction Completion Date, at a
floating  rate  equal  to the sum of the  Base  Index  plus  four
hundred seventy-eight (478) basis points; provided that the  Base
Index  will  be  adjusted tri-monthly on the first  day  of  each
quarter,  based on changes thereto as in effect two (2)  Business
Days before the first day of such tri-monthly period.

<PAGE>

           Upon  and after the occurrence of an Event of Default,
this  Term Loan Note may, as provided in the Facilities Agreement
and the other Operative Documents, and without demand, notice  or
legal  process  of  any kind, be declared and  immediately  shall
become, due and payable.

           Demand,  presentment, protest and notice of nonpayment
and protest are hereby waived by Borrower.

           THIS TERM LOAN NOTE SHALL BE INTERPRETED, GOVERNED  BY
AND  CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF
SUCH STATE).


                               ALADDIN GAMING, LLC
                                    
                                    
                               By:________________________________
                               Name:______________________________
                               Title:_____________________________

                                2

<PAGE>
                        EXHIBIT NO. 3 TO
                      FACILITIES AGREEMENT

<TABLE>
<CAPTION>

                       COLLATERAL SCHEDULE



<S>           <C>             <C>              <C>               <C>
                              Type and Model
MANUFACTURER   SERIAL NUMBER   OF EQUIPMENT     NUMBER OF UNITS  COST PER UNIT
                                                                        

</TABLE>



                               ALADDIN GAMING, LLC
                                    
                                    
                               By:________________________________
                               Name:______________________________
                               Title:_____________________________

<PAGE>

                     INTERCREDITOR AGREEMENT


          THIS INTERCREDITOR AGREEMENT (this "AGREEMENT") is made
and entered into as of the 30th day of June, 1998 by and among
THE BANK OF NOVA SCOTIA ("SCOTIABANK"), a Canadian chartered
bank, as the administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") for the Senior Lenders (as such term is
defined in SECTION 1.1; each capitalized term (whether or not
italicized) when used in this Agreement, including this preamble
and the recitals, shall, except where the context otherwise
requires, have the meaning set forth in SECTION 1.1), GENERAL
ELECTRIC CAPITAL CORPORATION ("GE CAPITAL"), a New York
corporation, for itself and as agent (in such capacity, the "FF&E
AGENT") for the Participants, and ALADDIN GAMING, LLC, a Nevada
limited-liability company ("ALADDIN GAMING").

                           WITNESSETH:

     WHEREAS, Aladdin Gaming is the fee owner of the Site; and

     WHEREAS, Aladdin Gaming, Scotiabank, individually and as the
Administrative Agent, various financial institutions
(collectively, the "SENIOR LENDERS"), Merrill Lynch Capital
Corporation, as the syndication agent for the Senior Lenders, and
CIBC Oppenheimer Corp., as the documentation agent for the Senior
Lenders, entered into the Senior Credit Agreement pursuant to
which the Senior Lenders agreed, INTER ALIA, to make the senior
credit facility described therein (the "SENIOR CREDIT FACILITY")
available to Aladdin Gaming to finance a portion of the cost of
construction of the Aladdin Hotel and Casino; and

          WHEREAS, Aladdin Gaming and GE Capital, individually
and as the FF&E Agent for the Participants, entered into that
certain facilities agreement (as the same may be amended from
time to time, the "FACILITIES AGREEMENT") pursuant to which GE
Capital and the Participants agreed, INTER ALIA, to enter into
(x) the Term Loan Facility with Aladdin Gaming to finance a
portion of the cost of the Gaming Equipment described on the
Collateral Schedules and (y) the Lease Facility with Aladdin
Gaming to finance a portion of the cost of the Equipment leased
under and described on the Equipment Schedules; and

          WHEREAS, Aladdin Gaming, the Administrative Agent, on
behalf of the Senior Lenders, and the FF&E Agent,

<PAGE>

on behalf of GE Capital and the Participants, wish to enter into
this Agreement in order to set forth certain agreements relating
to (x) the acquisition, operation, management and disposition of
the Equipment leased under and described on the Equipment
Schedules and the Gaming Equipment described on the Collateral
Schedules and (y) the exercise of rights, remedies and options by
the Senior Lenders, GE Capital and the Participants and Aladdin
Gaming.

          NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as
follows:

                            ARTICLE I

             DEFINITIONS; PRINCIPLES OF CONSTRUCTION

          SECTION 1.1  DEFINED TERMS. All capitalized terms
(whether or not italicized) when used in this Agreement without
definition shall have the meanings ascribed to such terms in the
Facilities Agreement.  The following terms (whether or not
italicized) when used in this Agreement, including its preambles
and recitals, shall, except where the context otherwise requires,
have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):

     "ACQUISITION PRICE" shall mean, on any date, the sum of

     (a)(1) the then outstanding principal balance of the Term
     Loan Note and (2) all accrued and unpaid interest at the
     applicable rate set forth in Section 2 of the Facilities
     Agreement through but not including the date that the
     Purchaser actually purchases the Interest in the Facilities
     in accordance with this Agreement; and

     (b) (1) the Unamortized Lessor's Cost for the Equipment
     leased under and described in the Equipment Schedules  and
     (2) all accrued and unpaid Rent, together with interest
     thereon at the Default Rate (such Default Rate interest
     commencing on the date on which such Rent became due and
     ending on the date immediately preceding the date on which
     the Purchaser actually purchases the Interest in the
     Facilities); and
     
                               -2-

<PAGE>

     (c) all reasonable out-of-pocket expenses incurred by the
     FF&E Agent, GE Capital or the Participants, in connection
     with such purchase other than attorneys' fees and costs and
     expenses and any taxes imposed on the FF&E Agent, GE Capital
     or any of the Participants with respect to the transfer and
     assignment of the Interest in the Facilities.

     "INTEREST IN THE FACILITIES" shall mean the interest of GE
Capital and the Participants in the Facilities, the Facilities
Agreement and the other Operative Documents.

     "LOAN DOCUMENTS" is defined in the Senior Credit Agreement.

     "PURCHASE DATE" shall mean the date specified in the
Purchase Notice from the Administrative Agent to the FF&E Agent
which shall be no less than 10 Business Days after delivery by
the Administrative Agent of the Purchase Notice in accordance
with SECTION 7.2.

          "PURCHASE EVENT" shall mean any one or more of the
following:

     (a) the occurrence of an Event of Default under Section 12
     of the Facilities Agreement (subject to Schedule A of this
     Agreement) and the expiration of the cure rights of the
     Senior Lenders under ARTICLE VI;

     (b) if the Term Loan Note is not paid in full on the
     maturity date (whether on the stated maturity date as set
     forth in clause (a) of Section 3 of the Facilities Agreement
     or the earlier acceleration of such stated maturity date
     pursuant to the Facilities Agreement); or

     (c) if all amounts due under the Master Lease Agreement are
     not paid upon the expiration of the Term of each Schedule
     (whether on the stated expiration date as set forth on the
     applicable Schedule or the earlier expiration pursuant to
     the Master Lease Agreement).

          "PURCHASE NOTICE" shall mean the written notice given
by the Administrative Agent to the FF&E Agent in accordance with
SECTION 7.2 that a Purchase Event has occurred and that the
Purchaser is going to purchase the Interest in the Facilities
from GE Capital and the

                               -3-

<PAGE>

Participants in exchange for the Acquisition Price on the
Purchase Date.

          "PURCHASER" shall mean (x) the Administrative Agent,
(y) the Senior Lenders or (z) any nominee or designee of the
Administrative Agent or the Senior Lenders, whichever is
designated to be the purchaser of the Interest in the Facilities
on the Purchase Date, as the context may require.

          "SENIOR CREDIT AGREEMENT" shall mean the Credit
Agreement dated as of February 26, 1998, among Aladdin Gaming,
the Senior Lenders, Scotiabank, Merrill Lynch and CIBC and as
thereafter from time to time amended, supplemented, amended and
restated or otherwise modified.

          "SENIOR CREDIT FACILITY EVENT OF DEFAULT" is an "Event
of Default" as such term is defined in the Senior Credit
Agreement.

          "TERMINATION DATE" shall mean the date on which the
parties hereto have performed in all material respects their
obligations hereunder.

     SECTION 1.2  CROSS-REFERENCES.  Unless otherwise specified,
references in this Agreement to any Article or Section are
references to such Article or Section of this Agreement or such
other specified document, as the case may be, and, unless
otherwise specified, references in any Article, Section or
definition to any item or clause are references to such item or
clause of such Article, Section or definition.  Unless otherwise
specified, the words "hereof", "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement.

                           ARTICLE II

         REPRESENTATIONS AND COVENANTS BY ALADDIN GAMING

     SECTION 2.1  STATUS OF THE SENIOR CREDIT FACILITY AND THE
FACILITIES. In order to induce the Administrative Agent and the
FF&E Agent to execute and deliver this Agreement, Aladdin Gaming
makes the representations and warranties set forth below:

     (a)(i) the Senior Credit Agreement and all of the other Loan
     Documents (A) have been duly authorized by
     
                               -4-

<PAGE>
     
     all necessary action on the part of Aladdin Gaming, (B) have
     been duly executed and delivered by Aladdin Gaming and (C)
     constitute the legal, valid and binding obligation of
     Aladdin Gaming enforceable against Aladdin Gaming in
     accordance with their terms (except as such enforceability
     may be limited by applicable bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights
     generally and by principles of equity), (ii) the maximum
     principal amount of the Senior Credit Facility evidenced and
     secured by the Senior Credit Agreement and the other Loan
     Documents is $410,000,000 (as such amount may be increased
     in accordance with the terms of the Senior Credit
     Agreement), together with interest and other amounts due
     thereon, (iii) as of the date hereof, the outstanding
     principal balance of the Senior Credit Facility is
     $265,000,000, together with interest thereon, (iv) no Senior
     Credit Facility Event of Default exists under the Senior
     Credit Agreement or the other Loan Documents (nor has any
     event occurred which is continuing and which, with the
     giving of notice and/or passage of time, would constitute a
     Senior Credit Facility Event of Default under the Senior
     Credit Agreement or the other Loan Documents), (v) Aladdin
     Gaming has no offsets or defenses to its obligations under
     the Senior Credit Agreement or the other Loan Documents and
     (vi) Aladdin Gaming has no claims or counterclaims against
     the Senior Lenders or the Administrative Agent with respect
     to the Senior Credit Facility, the Senior Credit Agreement
     or the other Loan Documents;

     (b)(i) the Facilities Agreement and the Operative Documents
     (A) have been duly authorized by all necessary action on the
     part of Aladdin Gaming, (B) have been duly executed and
     delivered by Aladdin Gaming and (C) constitute the legal,
     valid and binding obligation of Aladdin Gaming enforceable
     against Aladdin Gaming in accordance with their respective
     terms (except as such enforceability may be limited by
     applicable bankruptcy, insolvency, reorganization or similar
     laws affecting creditors' rights generally and by principles
     of equity), (ii) the maximum principal amount of the Lease
     Facility is $60,000,000 and the maximum amount of the Term
     Loan Facility is $20,000,000, (iii) as of the date hereof,
     no portion of the Lease Facility or the Term Loan Facility
     has been advanced and no interest is accruing thereon, (iv)
     no Event of Default has occurred under the
     
                               -5-

<PAGE>

     Facilities Agreement or the Operative Documents (nor has any
     event occurred which, with the giving of notice and/or
     passage of time, would constitute an Event of Default under
     the Facilities Agreement or the Operative Documents), (v)
     Aladdin Gaming has no offsets or defenses to its obligations
     under the Facilities Agreement or the Operative Documents
     and (vi) Aladdin Gaming has no claims or counterclaims
     against GE Capital, individually or as the FF&E Agent, or
     any of the Participants with respect to the Lease Facility,
     the Term Loan Facility, the Facilities Agreement or the
     Operative Documents;

     (c) all representations made by Aladdin Gaming in the
     Facilities Agreement are true, correct and complete in all
     material respects and the Administrative Agent is hereby
     entitled to rely thereon; and

     (d) all representations made by Aladdin Gaming in the Senior
     Credit Agreement as of the date when made were true, correct
     and complete in all material respects and the FF&E Agent is
     hereby entitled to rely thereon but without any obligation
     on the part of Aladdin Gaming to update said representations
     and in no event shall this representation be deemed to be a
     restatement of said representations as of the date hereof.

     SECTION 2.2  COVENANTS BY ALADDIN GAMING. In order to induce
the Administrative Agent and the FF&E Agent to enter into this
Agreement, Aladdin Gaming covenants and agrees that:

     (a) it shall look solely to the Senior Lenders and the
     Administrative Agent for the performance of all obligations,
     covenants and agreements to be performed on the part of the
     Senior Lenders under the Senior Credit Agreement and the
     other Loan Documents, subject to and upon the conditions set
     forth in the Senior Credit Agreement and the other Loan
     Documents;

     (b) it shall look solely to GE Capital, the Participants and
     the FF&E Agent for the performance of all obligations,
     covenants and agreements to be performed on the part of GE
     Capital and the Participants under the Facilities Agreement
     and the Operative Documents, subject to and upon the
     conditions set forth in the Facilities Agreement and the
     Operative Documents;

                               -6-

<PAGE>

     (c) it shall give copies of all notices given or received by
     it in connection with the Senior Credit Agreement and the
     Facilities Agreement to each of the parties to this
     Agreement (other than the party which gave the notice) on
     the day that such notice is given by Aladdin Gaming or
     within two (2) Business Days after such notice is received
     by Aladdin Gaming, as the case may be (all notices shall be
     given in the manner set forth in SECTION 9.1); and

     (d) it shall deliver to the Administrative Agent (i) the
     information set forth in clauses (b)(4), (5), (6), (7) and
     (8) of Section 7 of the Facilities Agreement, (ii) copies of
     all monthly statements received from the FF&E Agent pursuant
     to clause (e) of Section 3 of the Facilities Agreement,
     (iii) all financial information required to be delivered to
     the FF&E Agent pursuant to clause (a) of Section 10 of the
     Facilities Agreement (except for such financial information
     which is also required by the Senior Credit Agreement and
     delivered in accordance with the terms thereof) and (iv) all
     insurance information required by clause (e) of Section 10
     of the Facilities Agreement (except for such financial
     information which is also required by the Senior Credit
     Agreement and delivered in accordance with the terms
     thereof).

                           ARTICLE III

                       THE LOAN DOCUMENTS

     SECTION 3.1  RECORDING AND FILING OF DOCUMENTS. The Loan
Documents have been executed and delivered and, as appropriate,
filed and recorded in the manner described in the Senior Credit
Agreement.  The Administrative Agent covenants and agrees that
the Liens and other security interests created and perfected by
the Loan Documents and the filing and recording thereof (if
required) cover only the collateral described in the Loan
Documents and not the Equipment leased under and described on the
Equipment Schedules and the Gaming Equipment described on the
Collateral Schedules.  The Administrative Agent, on behalf of the
Senior Lenders, does not have and shall not claim a Lien or other
security interest in or with respect to the Equipment leased
under and described on the Equipment Schedules or the Gaming
Equipment described on the Collateral Schedules.

                               -7-

<PAGE>

     SECTION 3.2 PERFORMANCE OF SENIOR CREDIT FACILITY.  The FF&E
Agent consents to the payment and performance by Aladdin Gaming
of its obligations under the Senior Credit Facility in accordance
with the terms of the Senior Credit Agreement and the other Loan
Documents.

     SECTION 3.3  AMENDMENTS TO THE LOAN DOCUMENTS AND EXERCISE
OF RIGHTS AND REMEDIES. The FF&E Agent covenants and agrees that
the Senior Lenders and Aladdin Gaming may from time to time after
notice to or, if required under this Agreement, obtaining the
consent of the FF&E Agent, GE Capital or the Participants:

     (a) extend, amend, modify, supplement, replace and/or renew
     the Senior Credit Facility, the Senior Credit Agreement and
     the other Loan Documents, as the case may be;

     (b) increase the principal amount of the Senior Credit
     Facility in accordance with the terms of the Senior Credit
     Agreement;

     (c) waive any of the terms, covenants and conditions in the
     Senior Credit Agreement and the other Loan Documents, in
     whole or in part, and grant such indulgences in relation to
     the obligations evidenced and secured by the Senior Credit
     Agreement and the other Loan Documents as the Administrative
     Agent and the Senior Lenders may determine; and

     (d) exercise all rights and remedies under the Senior Credit
     Agreement and the other Loan Documents and take any action
     which may affect all or a portion of the Aladdin Hotel and
     Casino including, without limitation, (i) all self-help
     remedies under the Senior Credit Agreement and the other
     Loan Documents, (ii) all rights (statutory or otherwise)
     relating to a sale under power of sale, (iii) accepting a
     deed-in-lieu of foreclosure or otherwise take title to the
     Premises or (iv) appointing a receiver.

     The parties acknowledge and agree that, notwithstanding the
foregoing, none of the FF&E Agent, GE Capital or the Participants
shall be deemed to have consented to the incorporation into the
Facility Agreement or any other Operative Document of any such
extension, amendment, modification, supplement, replacement,
renewal, waiver or grant of indulgence, made by the
Administrative

                               -8-

<PAGE>

Agent with respect to the Senior Credit Facility, the Senior
Credit Agreement and/or the other Loan Documents.

          SECTION 3.4 ADMINISTRATION OF SENIOR CREDIT FACILITY.
The FF&E Agent acknowledges that the Administrative Agent is
responsible for monitoring and administering the Senior Credit
Facility.  Notwithstanding anything to the contrary in this
Agreement, the Senior Credit Agreement or the Facilities
Agreement, neither the FF&E Agent, GE Capital nor the
Participants shall have any right to participate in any approval,
consent or review process which has been granted to the
Administrative Agent pursuant to the Loan Documents (whether or
not such right to approve, consent or review is expressly granted
to the FF&E Agent or GE Capital and the Participants under the
Facilities Agreement and the other Operative Documents) other
than the approvals and consents listed on SCHEDULE A annexed
hereto and all approvals, consents and waivers made by the
Administrative Agent pursuant to the Loan Documents, other than
the approvals and consents listed on SCHEDULE A annexed hereto,
shall be binding on the FF&E Agent until the expiration of the
period described in SECTION 7.2 during which the Senior Lenders
have the exclusive right to purchase the Facilities, the
Facilities Agreement and the Operative Documents.  The right of
GE Capital and the Participants to declare a Default or Event of
Default or terminate their Commitments shall be subject to
SCHEDULE A.

          SECTION 3.5  DUE EXECUTION BY THE ADMINISTRATIVE AGENT.
The Administrative Agent represents that this Agreement (x) has
been duly authorized by all necessary action on the part of the
Administrative Agent, (y) has been duly executed and delivered by
the Administrative Agent, and (z) constitutes the legal, valid
and binding obligation of the Administrative Agent enforceable
against it in accordance with its terms (except as such
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors'
rights generally and by principles of equity).

          SECTION 3.6 NOTICES.  The Administrative Agent
covenants and agrees to give the FF&E Agent prompt written notice
of (x) any Senior Credit Facility Event of Default, (y) any act
or condition which, in the Administrative Agent's reasonable
judgment could reasonably be expected to have a "MATERIAL ADVERSE
EFFECT" (as such term is defined under the Senior Credit
Agreement) and (y) the taking of any action described in Section
3.3 of this Agreement but

                               -9-

<PAGE>

only if such action is taken pursuant to a written notice or
written Instrument.

                           ARTICLE IV

          THE TERM LOAN FACILITY AND THE LEASE FACILITY

     SECTION 4.1  THE FACILITIES AGREEMENT. The Administrative
Agent agrees that the Operative Documents may be filed and
recorded in the manner and at the time described in the
Facilities Agreement and the Operative Documents.  The FF&E Agent
covenants and agrees that the Liens and other security interests
to be created and perfected by the documents evidencing and
securing the Term Loan Facility and the filing and recording
thereof (if required) are to cover only the Equipment leased
under and described on the Equipment Schedules and the Gaming
Equipment described on the Collateral Schedules.  The FF&E Agent,
on behalf of GE Capital and the Participants, does not have and
shall not claim a Lien or other security interest in or with
respect to the collateral described in the Loan Documents covered
by the Liens and security interests created thereby.  In no event
whatsoever do the Liens and other security interests to be
created and perfected by the documents evidencing and securing
the Facilities attach to any revenues generated by the Aladdin
Hotel and Casino, the Gaming Equipment described on the
Collateral Schedules or the Equipment leased under and described
on the Equipment Schedules (other than proceeds from the
disposition of the such Gaming Equipment or Equipment in
accordance with the documents evidencing and securing the
Facilities).  Notwithstanding anything to the contrary in the
Senior Credit Agreement, the Loan Documents, the Facilities
Agreement or the Operative Documents, in no event is there any
intention on the part of the Administrative Agent and the FF&E
Agent to share any collateral or security for their respective
facilities.

     SECTION 4.2  DELIVERY OF PAYMENTS TO THE FF&E AGENT. The
Administrative Agent consents to the payment and performance by
Aladdin Gaming of its obligations under the Facilities in
accordance with the terms of the Facilities Agreement and this
Agreement.

     SECTION 4.3  CONDITIONS PRECEDENT. The FF&E Agent confirms
for the benefit of the Administrative Agent that the status of
the conditions precedent set forth in clause (a) of Section 7 of
the Facilities Agreement is as follows:

                              -10-

<PAGE>

     (a) the conditions precedent in clauses (a)(1), (2), (9),
     (10), (11), (12), (13), (14), (17), (19) and (20) have been
     satisfied in all respects and shall not be subject to
     further review by the FF&E Agent;

     (b) the conditions precedent in clauses (a)(3), (5), (6),
     (15) and (16) have been satisfied in all respects as of the
     date of this Agreement but the status of such conditions
     precedent shall be subject to further review by the FF&E
     Agent with respect to the initial Funding;

     (c) the condition in clause (a)(7) has been satisfied in all
     respects as of the date of this Agreement and, although the
     status of such condition precedent shall be subject to
     further review by the FF&E Agent with respect to the initial
     Funding, satisfaction shall be deemed to have occurred if,
     on the date of the initial Funding, the nature and status of
     the matters set forth in said clause have not materially
     changed from the nature and status of such matters on the
     date of this Agreement (and the FF&E Agent shall deliver a
     notice of any such material change promptly after it has
     determined that such change has occurred);

     (d) the condition in clause (a)(8) has been satisfied in all
     respects as of the date of this Agreement and, although the
     status of such condition precedent shall be subject to
     further review by the FF&E Agent with respect to the initial
     Funding, satisfaction shall be deemed to have occurred if,
     on the date of the initial Funding, the Administrative Agent
     has not delivered a notice that a Senior Credit Facility
     Event of Default has occurred and is continuing (and if any
     such notice has been delivered, the provisions of ARTICLES
     VI and VII shall apply); and

     (e) the conditions in clauses (a)(4) and (18) have not been
     satisfied as of the date of this Agreement and remain
     subject to further review by the FF&E Agent with respect to
     the initial Funding.

     SECTION 4.4 DUE EXECUTION BY THE FF&E AGENT.  The FF&E Agent
represents that this Agreement (x) has been duly authorized by
all necessary action on the part of the FF&E Agent, (y) has been
duly executed and delivered by the FF&E Agent and (z) constitutes
the legal, valid and binding obligation of the FF&E Agent
enforceable against it in accordance with its terms (except as
such enforceability

                              -11-

<PAGE>

may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights
generally and by principles of equity).

          SECTION 4.6 NOTICES.  The FF&E Agent covenants and
agrees to give the Administrative Agent prompt written notice of
(x) any Event of Default under the Facilities Agreement or any of
the Operative Documents, (y) any act or condition which, in the
reasonable judgment of the FF&E Agent could reasonably be
expected to have a Material Adverse Effect or result in the
failure of a Funding condition and (y) the delivery of a copy of
the confirmation with Aladdin Gaming pursuant to clause (n) of
Section 10 of the Facilities Agreement (together with a copy of
such confirmation).

                            ARTICLE V

          PERFORMANCE OF OBLIGATIONS BY ALADDIN GAMING

     SECTION 5.1  PERFORMANCE UNDER THE FACILITIES AGREEMENT AND
THE OPERATIVE DOCUMENTS. Aladdin Gaming covenants and agrees:

          (a)  to give prompt notice to the Administrative Agent
     of any notice of default given or received with respect to
     the Facilities Agreement and any of the Operative Documents,
     together with an accurate and complete copy of any such
     notice;

          (b)  at the sole cost and expense of Aladdin Gaming, to
     enforce (short of termination of the Facilities Agreement
     and the Operative Documents, as applicable) or secure the
     performance of the obligations, covenants, conditions and
     agreements to be performed by GE Capital, the Participants
     and the FF&E Agent under the Facilities Agreement and the
     Operative Documents; and

          (c)  that, without the Administrative Agent's prior
     written consent, Aladdin Gaming shall not (i) modify or
     amend in any material respect the Credit Facilities
     Agreement or the Operative Documents, (ii) terminate the
     Facilities Agreement or the Operative Documents or accept a
     surrender thereof, (iii) waive, excuse, condone or in any
     manner release or discharge GE Capital, the Participants or
     the FF&E Agent from any material obligation, covenant,
     condition or agreement to be performed by it under the
     Facilities

                              -12-

<PAGE>
          
     Agreement or the Operative Documents, (iv) fail to exercise
     promptly and diligently material rights that it may have
     under the Facilities Agreement or the Operative Documents or
     (vi) fail to deliver to the Administrative Agent a copy of
     each demand or notice given or received by it relating in
     any way to a material provision of the Facilities Agreement
     and the Operative Documents.

     SECTION 5.2  NO MODIFICATION. Any modification or amendment
of the Facilities Agreement or the Operative Documents which
violates any material term or provision of the Senior Credit
Agreement, the other Loan Documents or this Agreement or the
termination or surrender of the Facilities Agreement or the
Operative Documents without the prior written consent of the
Administrative Agent shall constitute a Senior Credit Facility
Event of Default. Any waiver, release or discharge by Aladdin
Gaming of GE Capital, the Participants or the FF&E Agent from any
material obligation, covenant, condition and agreement to be
performed by any of them under the Facilities Agreement or the
Operative Documents or the failure to exercise promptly and
diligently material rights that Aladdin Gaming may have under the
Facilities Agreement and the Operative Documents without the
prior written consent of the Administrative Agent (which consent
shall not be withheld or delayed if the Administrative Agent
determines in its sole discretion that such waiver, release,
discharge or failure to exercise is commercially reasonable)
shall constitute a Senior Credit Facility Event of Default.  The
FF&E Agent hereby confirms that this Section does not violate the
provisions of clause (l) of Section 11 of the Facilities
Agreement.

     SECTION 5.3  DEFENSE OF CLAIMS.  Aladdin Gaming covenants
and agrees to appear in and defend, at its sole cost and expense,
any action or proceeding arising under, growing out of or in any
manner connected with this Agreement or the obligations, duties
or liabilities of Aladdin Gaming hereunder, and to pay all
reasonable costs and expenses of the Senior Lenders, the FF&E
Agent, GE Capital and the Participants including, without
limitation, reasonable attorneys' fees and costs and expenses, in
any such action or proceeding in which the Senior Lenders, the
Administrative Agent, the FF&E Agent, GE Capital or the
Participants may appear.

                              -13-

<PAGE>

                           ARTICLE VI

                  RIGHTS OF THE SENIOR LENDERS

     SECTION 6.1 ALADDIN GAMING TO PERFORM OBLIGATIONS.  Subject
to the terms of this Agreement, the FF&E Agent, GE Capital and
the Participants shall continue to look solely to Aladdin Gaming
for the performance of all obligations under the Facilities
Agreement and the Operative Documents.

     SECTION 6.2 PERFORMANCE BY THE SENIOR LENDERS.
     (a)  The FF&E Agent agrees that it will not commence the
exercise of any rights, remedies or options under the Facilities
Agreement or the Operative Documents (including the termination
or suspension of performance of its obligations thereunder)
without first giving the Administrative Agent notice and
opportunity to cure as provided for in CLAUSE (B) below, subject
to the provisions of CLAUSES (C) through (E) below ; PROVIDED,
HOWEVER, if such exercise of rights, remedies or options under
the Facilities Agreement or the Operative Documents shall arise
by virtue of (x) a bankruptcy or insolvency of Aladdin Gaming or
(y) an Event of Default under the Facilities Agreement or the
Operative Documents relating to an act, event or condition which
is (1) personal to Aladdin Gaming or any other Person, (2) cannot
be performed or cured by the Senior Lenders or the Administrative
Agent, and (3) the continuation of such Event of Default
materially and adversely interferes with the practical
realization of the rights and benefits provided by the Facilities
Agreement and the Operative Documents (other than the economic
consequences of any judicial, administrative or other procedural
delay), then the FF&E Agent shall not be obligated to give the
Administrative Agent an opportunity to cure and the provisions of
ARTICLE VII shall apply.  Notwithstanding the foregoing, there
shall be no obligation on the part of GE Capital and the
Participants to make any Funding during any cure period granted
to the Administrative Agent hereunder until such time as the
Administrative Agent has delivered the notice pursuant to which
the Senior Lenders are electing to exercise their right to cure.

     (b)  If an event or condition exists which, after the
expiration of any applicable grace, notice and cure periods,
constitutes or will constitute an Event of Default and the FF&E
Agent, GE Capital and the Participants shall

                              -14-

<PAGE>

desire to exercise their remedies under the Facilities Agreement
and the Operative Documents, the FF&E Agent shall give notice to
the Administrative Agent of such Event of Default, specifying in
such notice all then existing Events of Default of which it has
knowledge, such notice to be given in accordance with SECTION
9.1.  If the Senior Lenders elect to exercise their right to cure
as herein provided, the Administrative Agent shall, within 10
Business Days after the receipt by it of the notice from the FF&E
Agent referred to in the preceding sentence, deliver to the FF&E
Agent a written notice (with a copy to Aladdin Gaming) stating
that the Senior Lenders have elected to exercise such right to
cure, together with a written statement verifying that on behalf
of the Senior Lenders it will promptly commence to cure in all
material respects all such Events of Default which, if not cured,
would materially and adversely interfere with the practical
realization of the rights and benefits provided by the Facilities
Agreement and the Operative Documents (other than the economic
consequences of any judicial, administrative or other procedural
delay).  If the Senior Lenders do not elect to exercise their
right to cure as herein provided, the Administrative Agent shall,
within 10 Business Days after the receipt by it of the notice
from the FF&E Agent referred to herein, deliver to the FF&E Agent
a written notice stating whether or not the Senior Lenders have
elected to purchase the Interest in the Facilities within 15
Business Days in accordance with Article VII of this Agreement.
If the Senior Lenders have elected to purchase the Interest in
the Facilities, the provisions of Article VII shall apply to such
purchase.  If the Senior Lenders do not elect to purchase the
Interest in the Facilities within such 15 Business Day period,
the obligation of GE Capital and the Participants to sell the
Interest in the Facilities under ARTICLE VII shall terminate and
the FF&E Agent may commence the exercise of rights, remedies and
options under the Facilities Agreement and the other Operative
Documents.

     (c)  The Senior Lenders and the Administrative Agent shall
have a period of 30 days after the delivery of the notice by the
Administrative Agent referred to in CLAUSE (B) above in which to
cure all Events of Defaults set forth in such notice from the
FF&E Agent which, if not cured, would materially and adversely
interfere with the practical realization of the rights and
benefits provided by the Facilities Agreement and the Operative
Documents (other than the economic consequences of any judicial,
administrative or other procedural delay); PROVIDED,

                              -15-

<PAGE>

HOWEVER, that if the Event of Default is based upon a failure by
Aladdin Gaming to make a payment to GE Capital and the
Participants which is then due and payable, the Lenders and the
Administrative Agent shall have only 10 days to cure such Event
of Default.  In the event any such Event(s) of Default (except
payment defaults) shall be curable but not within such 30-day
period, the FF&E Agent shall not exercise any remedies under the
Facilities Agreement or the Operative Documents if, on behalf of
the Senior Lenders, the Administrative Agent shall, within such
30-day period, initiate action to cure such Events of Default and
proceed diligently to the curing thereof in all material respects
within 60 days after delivery of the notice by the FF&E Agent.
Any curing of any Events of Default under the Facilities
Agreement and the Operative Documents shall not be construed as
an assumption by the Senior Lenders or the Administrative Agent
of any obligations, covenants, or agreements of Aladdin Gaming
under the Facilities Agreement or the Operative Documents.

     (d)  Notwithstanding anything to the contrary in this
Agreement, the Administrative Agent (or its designee or nominee)
shall have only the right to cure Events of Default set forth in
notices delivered on not more than two (2) occasions during the
term of the Facilities after which time the only right of the
Administrative Agent with respect to subsequent Events of Default
will be to purchase the Interest in the Facilities in accordance
with ARTICLE VII hereof.

     (e)  If the Senior Lenders elect to exercise their right to
cure as herein provided and the Senior Lenders are unable to cure
in accordance with this Article VI, the Administrative Agent
shall, within 10 Business Days after it has determined that it is
unable to complete such cure, deliver to the FF&E Agent a written
notice stating whether or not the Senior Lenders will purchase
the Interest in the Facilities within 15 Business Days in
accordance with Article VII of this Agreement.  If the Senior
Lenders have elected to purchase the Interest in the Facilities,
the provisions of Article VII shall apply to such purchase.  If
the Senior Lenders do not elect to purchase the Interest in the
Facilities within such 15 Business Day period, the obligation of
GE Capital and the Participants to sell the Interest in the
Facilities shall terminate.

     SECTION 6.3 REMEDIES.  The Administrative Agent (or its
designee or nominee) may exercise all rights and remedies
hereunder either in person or by agent and Aladdin

                              -16-

<PAGE>

Gaming shall not impair the exercise thereof by the
Administrative Agent whether under this Agreement, the Facilities
Agreement or the Operative Documents.  Neither the exercise of
any rights, remedies or options hereunder nor the commission of
any other act by the Administrative Agent pursuant to this
Agreement shall be deemed to cure or waive any default, or to
waive, modify or affect any notice of default under the Senior
Credit Agreement, or to invalidate any act done pursuant to such
notice.

     SECTION 6.4  NO OBLIGATION OF THE SENIOR LENDERS.  Neither
the Senior Lenders nor the Administrative Agent shall be
obligated to perform or discharge, nor do they hereby undertake
to perform or discharge, any obligation, duty or liability of
Aladdin Gaming under the Facilities Agreement, the Operative
Documents or this Agreement.  Should the Administrative Agent,
individually or on behalf of the Senior Lenders, incur any loss,
cost, claim, demand, expense, liability or damage under the
Facilities Agreement, the Operative Documents or this Agreement,
or in the defense against any claims or demands, the amount
thereof, including reasonable costs and expenses and reasonable
attorneys' fees, together with interest thereon at the rate set
forth in Section 3.2.2 of the Senior Credit Agreement, shall be
secured by the Loan Documents, and Aladdin Gaming shall reimburse
the Administrative Agent therefor immediately upon demand.

     SECTION 6.5  INSTRUCTIONS FROM THE ADMINISTRATIVE AGENT.
Aladdin Gaming hereby authorizes and directs the FF&E Agent to
accept performance by the Administrative Agent in accordance with
this ARTICLE VI of Aladdin Gaming's obligations under the
Facilities Agreement and the Operative Documents and during the
performance of such cure rights by the Administrative Agent, its
designee or nominee, to act in accordance with any and all
instructions received therefrom with respect to the Facilities
Agreement, the Operative Documents and this Agreement.


                           ARTICLE VII

       SALE AND PURCHASE OF THE INTEREST IN THE FACILITIES

     SECTION 7.1  SALE AND PURCHASE.  From and after the date of
this Agreement until the expiration of the period described in
SECTION 7.2, GE Capital and the Participants hereby irrevocably
grant the Administrative Agent, on behalf of the Senior Lenders,
the exclusive right to

                              -17-

<PAGE>

purchase the Interest in the Facilities in exchange for the
Acquisition Price from and after the occurrence of a Purchase
Event.  After the occurrence of a Purchase Event and the delivery
of the Purchase Notice in accordance with SECTION 7.2 (with a
copy to Aladdin Gaming), in exchange for the Acquisition Price,
GE Capital and the Participants covenant and agree to sell,
transfer and convey to the Purchaser and the Purchaser, in turn,
shall (x) purchase from GE Capital and the Participants on the
Purchase Date and (y) assume, from and after the Purchase Date,
all of the rights and obligations of GE Capital and the
Participants under the Facilities Agreement and the Operative
Documents arising from and after the Purchase Date.  From and
after the Purchase Date, the Purchaser shall be bound under the
Facilities Agreement and the Operative Documents to perform and
observe all of the covenants and obligations on the part of GE
Capital and the Participants thereunder arising from and after
the Purchase Date, and GE Capital and the Participants shall be
relieved and released from all such obligations.  In no event
shall any right of offset, defense, claim or counterclaim by
Aladdin Gaming against GE Capital and the Participants be binding
against the Administrative Agent or the Senior Lenders.

     SECTION 7.2  PURCHASE NOTICE.  The FF&E Agent shall give the
Administrative Agent written notice of the occurrence of one or
more Purchase Events within 10 Business Days after the occurrence
thereof (unless the provisions of Section 6.2 are applicable
thereto in which case such provisions of Section 6.2 shall
apply).  The obligation of the FF&E Agent hereunder is a present,
continuing, irrevocable and independent obligation of the FF&E
Agent and is not conditioned upon the performance by Aladdin
Gaming, GE Capital, the Participants or the FF&E Agent of their
respective obligations under the Facilities Agreement or the
Operative Documents whether before, on or after the Purchase
Date.  The Purchaser shall have 15 Business Days after delivery
of such notice from the FF&E Agent within which to elect to
purchase the Interest in the Facilities, which election shall be
made by delivery of the Purchase Notice to the FF&E Agent (with a
copy to Aladdin Gaming) prior to the expiration of such 15
Business Day period.  If the Purchaser does not elect to purchase
the Interest in the Facilities within such 15 Business Day
period, the obligation of GE Capital and the Participants to sell
the Interest in the Facilities shall terminate.

                              -18-

<PAGE>

     SECTION 7.3  FORBEARANCE BY GE CAPITAL AND THE PARTICIPANTS.
From and after the occurrence of an Event of Default and
continuing until the expiration of the period described in
SECTION 7.2 if the Administrative Agent does not timely deliver
the Purchase Notice to the FF&E Agent in accordance with this
Agreement, GE Capital and the Participants covenant and agree
with the Senior Lenders that neither they nor the FF&E Agent,
without the consent of the Administrative Agent, shall (x)
exercise any rights or remedies under the Facilities Agreement or
the Operative Documents (other than the giving of notices or the
declaration of default thereunder) or take any action which may
adversely affect the Facilities including, without limitation,
(1) all self-help remedies under the Facilities Agreement and the
Operative Documents, (2) all rights (statutory or otherwise)
relating to a sale under power of sale, (3) accepting a transfer
of title to any of the Gaming Equipment described on the
Collateral Schedules or any of the Equipment leased under and
described on the Equipment Schedules in lieu of the exercise of
remedies or otherwise taking title thereto, or (4) appointing a
receiver or taking any other action to obtain possession or
control of any of the Gaming Equipment described on the
Collateral Schedule or any of the Equipment leased under and
described on the Equipment Schedules, (y) commence any proceeding
or take any action which might impair the lien or priority of the
Facilities Agreement or hinder or delay payment or performance of
the obligations evidenced and secured by the Facilities
Agreement, or (z) seek to have Aladdin Gaming adjudicated
insolvent or bankrupt or commence any other proceeding under any
reorganization, insolvency or liquidation or similar law in
effect relating to Aladdin Gaming.

     SECTION 7.4  PAYMENT OF THE ACQUISITION PRICE.  At such time
as payment of the Acquisition Price becomes due hereunder, the
Purchaser shall pay the Acquisition Price to the FF&E Agent on
behalf of GE Capital and the Participants by federal wire
transfer of immediately available funds to the account specified
in clause (b) of Section 3 of the Facilities Agreement or such
other account or accounts as may be specified in writing by the
FF&E Agent.

     SECTION 7.5  TRANSFER AND ASSIGNMENT DOCUMENTATION.  Upon
receipt of the Acquisition Price, the FF&E Agent shall deliver to
the Purchaser all original executed counterparts of the
Facilities Agreement and the Operative Documents as are then in
the possession of GE Capital and the Participants, together with
such documents and instruments

                              -19-

<PAGE>

as are prepared by the Administrative Agent at its expense, as
reasonably required to effect the conveyance of the Interest in
the Facilities (which documents and instruments shall be
reasonably satisfactory to the FF&E Agent) including, without
limitation (x) an assignment to the Purchaser of the Facilities
Agreement and the Operative Documents, each in recordable form
sufficient to transfer all right, title and interest therein,
(y) UCC Statements of Assignment assigning to the Purchaser the
UCC-1 Financing Statements which have been executed and delivered
by Aladdin Gaming in connection with the Facilities, and (z) such
other documents that the parties deem reasonably necessary or
advisable.  The Administrative Agent covenants and agrees to
cause the Purchaser to execute and deliver such documents which
are reasonably necessary in order for GE Capital and the
Participants (acting through the FF&E Agent) to transfer and
assign the Facilities Agreement and the Operative Documents to
the Purchaser.  To the extent that any original documents cannot
be located by the FF&E Agent for delivery on the Purchase Date,
the FF&E Agent shall deliver an affidavit to the Purchaser with
respect to any such missing documents which affidavit shall
include a covenant by the FF&E Agent on behalf of GE Capital and
the Participants, to deliver any such missing documents to the
Purchaser if, as and when located by any of them and which shall
include an indemnity by the FF&E Agent on behalf of GE Capital
and the Participants in favor of the Purchaser against any loss,
cost or expense by the Purchaser in the event of any exercise of
rights and remedies by the Purchaser or any other party under
such missing Instrument.  The documents transferring and
assigning the Interest in the Facilities to the Purchaser shall
provide, in relevant part, that the FF&E Agent on behalf of GE
Capital and the Participants represent and warrant that (x) GE
Capital and the Participants are the owners of the Facilities,
the Facilities Agreement and the Operative Documents, (y) the
FF&E Agent on behalf of GE Capital and the Participants have all
requisite power and authority to execute and deliver such
documents, and (z) the Facilities, the Facilities Agreement and
the Operative Documents are not subject to any encumbrance,
pledge, hypothecation or security interest whatsoever and shall
otherwise be in form and content reasonably satisfactory to the
Administrative Agent and the Purchaser.  Such representations and
warranties shall survive the delivery of the documents
transferring and conveying the Interest in the Facilities, the
Facilities Agreement and the Operative Documents to the
Purchaser.

                              -20-

<PAGE>

                          ARTICLE VIII

                            DEFAULTS

     SECTION 8.1  DEFAULTS BY THE SENIOR LENDERS, THE FF&E AGENT,
GE CAPITAL AND THE PARTICIPANTS. If the Senior Lenders or the
FF&E Agent, GE Capital or the Participants fail to perform their
respective obligations hereunder after the expiration of
applicable grace, notice or cure periods, at all times thereafter
and until such time as the defaulting Person has performed its
obligations, the non-defaulting Persons shall have all rights,
remedies and options at law and in equity.

     SECTION 8.2  DEFAULTS BY ALADDIN GAMING. (a) Any default by
Aladdin Gaming under this Agreement after the giving of notice
and the expiration of a five (5) day cure period shall, at the
option of the Administrative Agent, constitute a default by
Aladdin Gaming under the Senior Credit Agreement and the other
Loan Documents and any Senior Credit Facility Event of Default
shall, at the option of the Administrative Agent, constitute a
default by Aladdin Gaming under this Agreement (without any
additional grace period or opportunity to cure).  Upon the
occurrence and during the continuation of a default under this
Agreement by Aladdin Gaming, the Senior Lenders shall have all
rights, remedies and options under the Senior Credit Agreement,
the other Loan Documents and at law and in equity.

     (b) Any default by Aladdin Gaming under this Agreement after
the giving of notice the expiration of a five (5) day cure period
shall, at the option of the FF&E Agent, constitute a default by
Aladdin Gaming under the Facilities Agreement and the Operative
Documents and any Event of Default shall, at the option of the
FF&E Agent, constitute a default by Aladdin Gaming under this
Agreement (without any additional grace period or opportunity to
cure).  Upon the occurrence and during the continuation of a
default under this Agreement by Aladdin Gaming, GE Capital and
the Participants shall have all rights, remedies and options
under the Facilities Agreement and the Operative Documents and at
law and in equity, subject to the rights of the Senior Lenders
hereunder.  To the extent that the Senior Lenders or their
nominee or designee have possession and control of the Aladdin
Hotel and Casino and the FF&E Agent elects to sell the Equipment
or the Gaming Equipment in accordance with clause (b) of Section
12 of the Facilities Agreement, during the period commencing on
the date that

                              -21-

<PAGE>

the Senior Lenders (or their designee or nominee) obtains
possession and control of the Aladdin Hotel and Casino and ending
6 months thereafter, the FF&E Agent shall have the right to sell
the Equipment and the Gaming Equipment at the Aladdin Hotel and
Casino without cost to the FF&E Agent; PROVIDED, HOWEVER, the
Senior Lenders (or their designee or nominee) may relocate all or
a portion of the Equipment and Gaming Equipment to a safe and
secure storage area on or about the Aladdin Hotel and Casino
(provided that in all events the FF&E Agent shall have the right
to inspect the Equipment and the Gaming Equipment and to
demonstrate the operation thereof to potential purchasers) and
shall cause interest which would be due and payable under the
Term Loan Facility and Rent which would be due and payable under
the Lease Facility if the Facilities were in good standing at
such time (without giving effect to any Default Rate, late
payment charge or accelerated payment provision) to be paid until
the earlier of the expiration of such 6-month period or removal
of the Equipment and the Gaming Equipment from the Aladdin Parcel
by the FF&E Agent or other Person (other than the Administrative
Agent).

     (c)  Subject to the terms and limitations of this Agreement,
no right or remedy conferred upon any Person under this Agreement
is intended to be exclusive of any other right or remedy
contained in this Agreement or any other Instrument and every
such right and remedy shall be cumulative and shall be in
addition to every other right or remedy contained in this
Agreement or such other Instrument as now or hereafter available
to such Person at law or in equity, by statute or otherwise.

                           ARTICLE IX

                       GENERAL PROVISIONS

          SECTION 9.1. NOTICES.  (a)  Any notice, demand, request
or other communication which any party hereto may be required or
may desire to give hereunder shall be in writing and shall be
deemed to have been properly given if given in the manner set
forth in Section 15(j) of the Facilities Agreement to the
addresses set forth therein.

                              -22-

<PAGE>

     (b) If such notice is to be given to the Administrative
Agent, such notice shall be addressed to:

     The Bank of Nova Scotia
     580 California Street, 21st Floor
     San Francisco, CA 94104
     Attn:  Alan W. Pendergast
     Telephone No.: (415) 986-1100
     Facsimile No.: (415) 397-0791

or at such other address as the Administrative Agent may have
furnished in writing to Aladdin Gaming and the FF&E Agent.

     (c)  If such notice is to be given to the FF&E Agent, such
notice shall be addressed to:

     General Electric Capital Corporation
     Capital Funding, Inc.
     777 Long Ridge Road
     Building B - 1st Floor
     Stamford, Connecticut 06927
     Attn: Risk Manager Aladdin Gaming
     Telephone No.: (203) 357-6245
     Facsimile No.: (203) 316-7989

or at such other address as the FF&E Agent may have furnished in
writing to Aladdin Gaming and the Administrative Agent.

     (d)  If such notice is to be given to Aladdin Gaming, such
notice shall be addressed to:

     Aladdin Gaming, LLC
     831 Pilot Road
     Las Vegas, Nevada 89119
     Attn: Mr. Jack Sommer
     Telephone No.: (702) 736-7114
     Facsimile No.: (702) 736-7107

or at such other address as Aladdin Gaming may have furnished in
writing to the FF&E Agent and the Administrative Agent.

     SECTION 9.2  ENTIRE AGREEMENT.  This Agreement embodies and
constitutes the entire agreement and understanding among the
Senior Lenders, Aladdin Gaming and GE Capital and the
Participants with respect to the subject

                              -23-

<PAGE>

matter of this Agreement, and all other prior agreements,
understandings and statements, oral or written, are merged into
this Agreement.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and assigns.  Neither this Agreement nor any provision
hereof may be changed, waived, discharged or terminated except in
writing executed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.

     SECTION 9.3  ESTOPPELS.  Aladdin Gaming shall execute and
deliver to the Administrative Agent and the FF&E Agent all instru
ments and certificates as the Administrative Agent or the FF&E
Agent may reasonably request (including, but not limited to,
estoppel certificates certifying to the then current status of
the matters described in this Agreement including, without
limitation, the matters described in SECTION 2.1) to effect,
confirm or assure the rights, remedies and options intended to be
granted to the Senior Lenders and GE Capital and the Participants
under this Agreement.

     SECTION 9.4  SEVERABILITY. If any of the provisions of this
Agreement, or the application thereof to any Person or
circumstances, shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement, or the application of such
provisions to Persons or circumstances other than those as to
whom or which it is held invalid or unenforceable, shall not be
affected thereby, and every provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.

     SECTION 9.5  NO PARTNERSHIP OR JOINT VENTURE. Any provision
hereof to the contrary notwithstanding, the Senior Lenders and GE
Capital and the Participants, by virtue of the issuance of this
Agreement or any action taken pursuant hereto or contemplated
hereby, shall not be deemed to be a partner or joint venturer
with one another or Aladdin Gaming.  Aladdin Gaming shall
indemnify and hold the Senior Lenders and GE Capital and the
Participants harmless from and against any and all liabilities,
damages, claims, demands, costs and expenses (including, without
limitation, the costs and expenses of defending or settling any
such claims or demands and all fees and disbursements of legal
counsel engaged or employed by the Senior Lender or GE Capital
and the Participants, as the case may be, in defending or
settling such claims or demands) resulting from the relationship
between the Senior Lenders, GE and

                              -24-

<PAGE>

the Participants or Aladdin Gaming being construed as a part
nership or joint venture.

     SECTION 9.6  SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND
THE AGREEMENT.  All representations and warranties of Aladdin
Gaming contained in this Agreement shall survive the execution
and delivery of this Agreement. This Agreement shall survive the
exercise and enforcement of remedies under the Senior Credit
Agreement, the other Loan Documents, the Facilities Agreement and
the Operative Documents until such time as the parties have
performed their obligations hereunder in all material respects.

     SECTION 9.7  GOVERNING LAW; ENTIRE AGREEMENT.  THIS
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).

     SECTION 9.8.  COUNTERPARTS. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an
original.

     Section 9.9  CAPTIONS. The captions and headings of the
various Articles and Sections to this Agreement are for
convenience only and are not to be considered as defining or
limiting in any way the scope or intent of the provisions hereof.

     SECTION 9.10  FORUM SELECTION AND CONSENT TO JURISDICTION.
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE ADMINISTRATIVE AGENT, THE SENIOR LENDERS, THE FF&E AGENT, GE
CAPITAL AND THE PARTICIPANTS OR ALADDIN GAMING IN CONNECTION
HEREWITH OR THEREWITH SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY
IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.  THE
ADMINISTRATIVE AGENT, THE SENIOR LENDERS, THE FF&E AGENT, GE
CAPITAL AND THE PARTICIPANTS AND ALADDIN GAMING HEREBY EXPRESSLY
AND IRREVOCABLY SUBMIT TO THE PERSONAL JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND
BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION. CT CORPORATION SYSTEM (THE "PROCESS AGENT"), WITH AN
OFFICE ON THE DATE HEREOF AT 1633 BROADWAY,

                              -25-

<PAGE>

NEW YORK, NEW YORK 10019, HAS BEEN APPOINTED BY THE BORROWER TO
BE ITS AGENT TO RECEIVE, ON ITS BEHALF AND ON BEHALF OF ITS
PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY
OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING.  SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A
COPY OF SUCH PROCESS TO ALADDIN GAMING IN CARE OF THE PROCESS
AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS, AND EACH PARTY HEREBY
IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT
SUCH SERVICE ON ITS BEHALF.  IN ADDITION TO THE FOREGOING, EACH
PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN
OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES
SPECIFIED IN SECTION 9.1.  EACH PARTY HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING
OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT ANY PARTY
HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY,
SUCH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, THE SENIOR CREDIT AGREEMENT, THE OTHER LOAN
DOCUMENTS, THE FACILITIES AGREEMENT AND THE OPERATIVE DOCUMENTS.

     SECTION 9.11  WAIVER OF JURY TRIAL.  THE ADMINISTRATIVE
AGENT, THE SENIOR LENDERS, THE FF&E AGENT, GE CAPITAL AND THE
PARTICIPANTS AND ALADDIN GAMING HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE ADMINISTRATIVE AGENT, THE SENIOR LENDERS, THE FF&E AGENT, GE
CAPITAL AND THE PARTICIPANTS AND ALADDIN GAMING IN CONNECTION
HEREWITH OR THEREWITH.  EACH SUCH PERSON ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF THIS AGREEMENT) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE
AGENT, THE SENIOR LENDERS, THE FF&E AGENT, GE CAPITAL AND THE
PARTICIPANTS AND ALADDIN GAMING ENTERING INTO THIS AGREEMENT.

                              -26-

<PAGE>

     SECTION 9.12 NO THIRD PARTY BENEFICIARIES.  The provisions
of this Agreement are for the benefit of the Senior Lenders and
GE Capital and the Participants (and the successors and assigns
of the Senior Lenders and GE Capital and the Participants) and no
provision hereof is intended to benefit or inure to the benefit
of any other Person.

                              -27-

<PAGE>

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


                              ADMINISTRATIVE AGENT
                                     
                              THE BANK OF NOVA SCOTIA, as the
                              Administrative Agent
                                   
                                   
                              By:_________________________________
                                   Name:
                                   Title:
                                   
                              FF&E AGENT
                                   
                              GENERAL ELECTRIC CAPITAL
                              CORPORATION, as the FF&E Agent
                                   
                                   
                              By:_________________________________
                                   Name:
                                   Title:
                                   
                              ALADDIN GAMING
                                   
                              ALADDIN GAMING, LLC, a Nevada
                              limited-liability company
                                   
                                   
                              By:_________________________________
                                   Name:
                                   Title:


                              -28-

<PAGE>

                           SCHEDULE A

A. APPROVALS AND CONSENTS BY THE FF&E AGENT

Prior to the time that the Facilities have been fully Funded, the
Administrative Agent shall have the right to make all approvals
and grant all consents under the Senior Loan Documents with
respect to the construction of the Aladdin Hotel and Casino which
approvals and consents shall be binding on the FF&E Agent, GE
Capital and the Participants to the extent that the FF&E Agent,
GE Capital and the Participants have the right to grant an
approval or consent in a corresponding section of the Facilities
Agreement; PROVIDED, HOWEVER, the FF&E Agent shall have the right
to make the approvals set forth below:

1.        Approval of the certificate of the Construction
          Consultant to be provided pursuant to Section 7(a)(18)
          of the Facilities Agreement which approval will not be
          withheld or delayed if the form of such certificate is
          in the form attached to the Engagement Letter dated
          January 28, 1998 from Rider Hunt(NV)L.L.C. to The Bank
          of Nova Scotia and State Street Bank and Trust Company,
          as trustee.

2.        Approval of use of proceeds pursuant to
          Section 10(i)(2) of the Facilities Agreement; PROVIDED,
          HOWEVER, so long as no Event of Default exists under
          the Facilities Agreement (after giving effect to cure
          rights granted to the Administrative Agent pursuant to
          this Agreement), the FF&E Agent will permit Aladdin
          Gaming to make the election granted to it pursuant to
          Section 10(i)(1) of the Facilities Agreement (which
          election by Aladdin Gaming shall be subject to the
          terms of the Senior Credit Agreement).

3.        Approval of an amendment to the Construction Benchmark
          Schedule after giving effect to the provisions of
          Section 11(o) of the Facilities Agreement.

4.        Approval of an amendment, modification, or waiver of
          the Opening Requirements as set forth in Section 11(q)
          of the Facilities Agreement which

                              -29-

<PAGE>

          approval shall not be unreasonably withheld or delayed.

B. FUNDING CONDITIONS

1.        The obligation of Aladdin Gaming to make the
          representations in the Operative Documents, other than
          the representations under Sections 8(a), 8(b), 8(c),
          8(d), 8(e), 8(f), 8(g), 8(n), 8(o), 8(p), 8(s) and 8(y)
          of the Facilities Agreement, will not constitute a
          failure to satisfy the funding condition in Section
          7(b)(1) or constitute a Default or Event of Default if
          the Administrative Agent has waived the obligation of
          Aladdin Gaming to make the corresponding representation
          in the Senior Credit Agreement.

2.        The obligation of Aladdin Gaming to make the
          representation under Section 8(t) of the Facilities
          Agreement or to perform the covenant in Section 10(r)
          of the Facilities Agreement will not constitute a
          failure to satisfy the funding condition in Section
          7(b)(1) or constitute a Default or Event of Default if,
          after giving effect to the provisions of Sections C. 3
          and C. 4.d of this Schedule A, the Main Project Budget
          is "In Balance" as such term is defined for purposes of
          said Sections.

3.        The obligation of Aladdin Gaming to make
          representations regarding LCI, LCNI, Bazaar Holdings,
          Holdings, the Trust, Aladdin Music, AMH, any other
          Aladdin Party, the Energy Project Provider, the Energy
          Project Guarantor, the Design Builder, Fluor, the
          Architect of Record, each Major Contractor and each
          other Person (other than Aladdin Gaming) to a Material
          Main Project Document or a Transaction Document will
          not constitute a failure to satisfy the funding
          condition in Section 7(b)(1) or constitute a Default or
          Event of Default if the Administrative Agent has waived
          the obligation of Aladdin Gaming to make the
          corresponding representation in the Senior Credit
          Agreement.

4.        Except for LCI with respect to the initial Funding
          only, a material adverse change with respect to any
          Person (other than Aladdin Gaming) or a change which
          has a Material Adverse Effect

                              -30-

<PAGE>

          on any Person (other than Aladdin Gaming) will not
          constitute a failure to satisfy the funding condition
          in Section 7(b) or constitute a Default or Event of
          Default if the Administrative Agent has waived the
          obligation of Aladdin Gaming to make the corresponding
          representation in the Senior Credit Agreement.

5.        The condition in Section 7(b)(3) of the Facilities
          Agreement shall be deemed to be satisfied if, on the
          date of the applicable Funding, the conditions in
          clauses 3, 4, 5, 6, 14, 15 and 16 (with respect to
          Aladdin Gaming only) have been satisfied by Aladdin
          Gaming in all material respects.

6.        The representations to be made by Aladdin Gaming in the
          certificate to be delivered by it pursuant to Section
          7(b)(8) of the Facilities Agreement shall be subject to
          the application of this Section B.

7.        The representation deemed to be made by Aladdin Gaming
          upon the request and acceptance of the proceeds of any
          funding shall be subject to the application of this
          Section B.

C. BREACHES OF COVENANTS BY ALADDIN GAMING

1.        Prior to the initial Funding, the FF&E Agent, GE
          Capital and the Participants shall have no right to
          declare any Default or Event of Default under the
          Operative Documents except for an Event of Default
          under Section 12(a)(1) of the Facilities Agreement
          (after giving effect to the cure rights granted to the
          Administrative Agent pursuant to this Agreement).

2.        A breach by Aladdin Gaming of the representations in
          the Facilities Agreement, other than the
          representations under Sections 8(a), 8(b), 8(c), 8(d),
          8(e), 8(f), 8(g), 8(n), 8(o), 8(p), 8(s) and 8(y) of
          the Facilities Agreement, will not be a Default or
          Event of Default under the Facilities Agreement or have
          to be cured by the Administrative Agent so long as such
          breach does not materially and adversely interfere with
          the practical realization of the rights and benefits

                              -31-

<PAGE>

          provided by the Facilities Agreement and the Operative
          Documents.

3.        For purposes of determining compliance by Aladdin
          Gaming with the representation in Section 8(t) of the
          Facilities Agreement, the Main Project Budget shall be
          deemed to be "In Balance" for purposes of this
          Agreement only if (x) the amount required to bring the
          Main Project Budget "In Balance" does not exceed
          $5,000,000 or (y) such amount is greater than
          $5,000,000, the Unallocated Contingency Balance equals
          or exceeds the amount required to bring the Main
          Project Budget In Balance.  Notwithstanding the
          foregoing, the Borrower expressly agrees that it shall
          be required to satisfy the "In Balance" requirement in
          the Senior Credit Facility in addition to the
          requirement set forth herein and that the "In Balance"
          requirement set forth in the Senior Credit Agreement is
          not modified or amended hereby.

4.        Breaches by Aladdin Gaming of the covenants listed
          below shall be deemed cured by the Administrative Agent
          as follows:

     a.        Breach by Aladdin Gaming of its obligations
               under Section 10(a), 10(f) or 10(g) of the
               Facilities Agreement shall be deemed cured by the
               Administrative Agent upon delivery by the
               Administrative Agent of information obtained by it
               from Aladdin Gaming pursuant to the Senior Credit
               Agreement.
     
     b.        Any waiver, reduction or adjustment by the
               Administrative Agent of the FF&E Reserves required
               by the Senior Credit Agreement shall be binding on
               the FF&E Agent, GE Capital and the Participants.
     
     c.        Until such time as the Administrative Agent
               has declared an Event of Default under the Senior
               Credit Agreement for breach of the covenant under
               the Senior Credit Agreement that corresponds to
               Section 10(q) of the Facilities Agreement, the
               FF&E Agent, GE Capital and the Participants shall
               have no right to declare a Default or Event of
               Default under the Facilities Agreement for
     
                              -32-
     
<PAGE>
     
               such breach and all waivers by the Administrative
               Agent shall be binding on the FF&E Agent, GE
               Capital and the Participants.  Notwithstanding the
               foregoing, the FF&E Agent, GE Capital and the
               Participants shall have the right to declare a
               Default or Event of Default if a breach of said
               Sections results in a material alteration of the
               capital structure of Aladdin Gaming, materially
               impairs the ability of Aladdin Gaming to perform
               its monetary obligations under this Agreement when
               due or results in a material deviation of the
               nature or scope of the Aladdin Casino and Hotel
               from that which is presently contemplated.

     d.        For purposes of determining compliance by Aladdin
               Gaming with the covenant in Section 10(r) of the
               Facilities Agreement the Main Project Budget shall
               be deemed to be "In Balance" for purposes of this
               Agreement if (x) the amount required to bring the
               Main Project Budget "In Balance" does not exceed
               $5,000,000 or (y) such amount is greater than
               $5,000,000, the Unallocated Contingency Balance
               equals or exceeds the amount required to bring the
               Main Project Budget "In Balance".  In either such
               case, the FF&E Agent, GE Capital and the
               Participants shall have no right to require any
               payment by Aladdin Gaming of any such amount.  If
               the amount required to bring the Main Project
               Budget "In Balance" exceeds $5,000,000 and the
               Unallocated Contingency Balance is less the amount
               required to bring the Main Project Budget "In
               Balance", Aladdin Gaming shall be deemed to have
               performed its obligation to bring the Main Project
               Budget "In Balance" under Section 10(r) if it
               deposits with the Administrative Agent in
               accordance with the Senior Credit Agreement an
               amount equal to the excess of such amount over
               $5,000,000 or the Unallocated Contingency Balance,
               whichever is less.  Notwithstanding the foregoing,
               the Borrower expressly agrees that it shall be
               required to satisfy the "In Balance" requirement
               in the Senior Credit Facility in addition to the
               covenant set forth in the Facilities
     
                              -33-

<PAGE>

               Agreement and that the "In Balance" requirement
               set forth in the Senior Credit Agreement is not
               modified or amended hereby.

     e.        No Event of Default will be declared under the
               Facilities Agreement for breach of
               Section 12(a)(10) if there is a transfer by
               Aladdin Gaming in lieu of foreclosure to a Person
               which falls within the definition of "Purchaser".
     
                              -34-

<PAGE>

                        EXHIBIT NO. 5 TO
                      FACILITIES AGREEMENT
                                
                                
               CERTIFICATE RE:  SOURCES OF FUNDING
                                
                                
               The undersigned, Cornelius Klerk, hereby
          certifies,  in his capacity as  Treasurer  of
          Aladdin Gaming, LLC, that attached hereto  as
          Exhibit A is a true and correct copy  of  the
          estimated "Sources and Uses of Funds" for the
          development,   construction,  equipping   and
          opening of the Aladdin Hotel and Casino.
               
               IN WITNESS WHEREOF, this certificate has
          been  executed as of the 30th  day  of  June,
          1998.
               
               
                                 /s/ Cornelius Klerk
                                 Name:   Cornelius Klerk
                                 Title:  Treasurer

<PAGE>
                                
                    SOURCES AND USES OF FUNDS
     The estimated sources and uses of funds for the development,
construction, equipping and opening of the Aladdin are as follows
(in millions):

<TABLE>
<CAPTION>
                   SOURCES                                                  USES
-----------------------------------------------      -------------------------------------------------
<S>                                     <C>         <C>                                        <C>
Bank Credit Facility<F1>                 $410.0      Hotel and Casino<F7>                       $295.6
FF&E Financing<F2>                         80.0      Off-Site Improvements<F8>                     6.8
Senior Discount Notes due 2010<F3>        115.0      Reimburseable Site Work Expenses<F6>         14.2
Land Contribution<F4>                     150.0      Furniture, Fixtures and Equipment and        
Cash Contribution<F5>                      57.0        Gaming Equipment<F9>                      107.5
Anticipated Site Work Reimbursement<F6>    14.2      Land<F10>                                   135.0
                                                     Retire Existing Debt<F11>                    74.5
                                                     Capitalized Interest, Net<F12>               44.0
                                                     Pre-Opening Costs and Expenses               16.9
                                                     Reimbursement of Predevelopment Costs<F13>    3.9
                                                     Working Capital<F14>                         15.0
                                                     Construction and FF&E Contingency<F15>       31.8
                                                     Land Investment in Music Project<F16>        15.0
                                                     Cash Equity Investment in the Music
                                                       Project<F17>                               21.3
                                                     Financing Fees and Expenses<F18>             44.7
                                         ------                                                 ------
Total Sources                            $826.2      Total Uses                                 $826.2
                                         ======                                                 ======  
<FN>
<F1>  The  Company entered into the Bank Credit Facility with the
      Bank  Lenders.   The  Bank  Credit Facility,  which  closed
      concurrently with the closing of the Offering, consists  of
      three  separate term loans.  Term A Loan comprises  a  term
      loan  of  $136.0 million and matures seven years after  the
      initial borrowing date.  Term B Loan comprises a term  loan
      of  $114.0  million  and matures eight and  one-half  years
      after the initial borrowing date.  Term C Loan comprises  a
      term  loan  of $160.0 million and matures ten  years  after
      the  initial borrowing date.  The Term B Loan  and  Term  C
      Loan   were  funded  on  the  Issue  Date  into  the   Cash
      Collateral  Account,  and subject to  satisfaction  of  the
      conditions  in the Disbursement Agreement, are expected  to
      be  drawn  down beginning approximately four  months  after
      the  Issue  Date.  It is anticipated that the Company  will
      begin   to   draw  down  the  Term  A  Loan,   subject   to
      satisfaction   of   the  conditions  in  the   Disbursement
      Agreement,  approximately 21 months after the  Issue  Date.
      See  "Risk  Factors  -  Drawn Down of Funds  Under  Funding
      Transactions."   All  of  the  Loans  will   convert   from
      construction loans into amortizing loans on the  Conversion
      Date.   The  Company  has the option  to  pay  interest  at
      either  LIBOR  or  Scotiabank's  ABR,  in  each  case  plus
      certain  margins.  See "Description of Certain Indebtedness
      and Other Obligations - Bank Credit Facility."
<F2>  The  Company entered into a commitment letter with the FF&E
      Lender  for  provision  of the FF&E  Financing.   The  FF&E
      Financing  consists  of $60.0 million of  operating  leases
      and  $20.0 million in loans and is expected to be  used  by
      the  Company  to obtain the Gaming Equipment and  Specified
      Equipment.   See  "Description of Certain Indebtedness  and
      Other Obligations - FF&E Financing."
<F3>  Represents  the gross proceeds of the Offering, which,  net
      of  expenses of approximately $8 million, were contributed,
      together  with  approximately $8 million in  cash  received
      pursuant  to the London Clubs Contribution, by Holdings  to
      the Company in exchange for Series A Preferred Interests.
<F4>  The  land on which the Aladdin, the Music Project  and  the
      Plant   will   be   built,  including  adjacent   land   of
      approximately   0.8   acres,   comprises   a    total    of
      approximately 22.75 acres (the "Contributed Land") and  was
      contributed  to  the Company by Holdings  in  exchange  for
      Common  Membership Interests.  The Contributed Land has  an
      appraised  fair market value of $150.0 million (book  value
      of  $33.6  million as of December 31, 1997).  Approximately
      18  acres of the Contributed Land, having an appraised fair
      market  value  of $135.0 million, will be retained  by  the
      Company  and  approximately 4.75 acres of  the  Contributed
      Land,  having  an  appraised fair  market  value  of  $15.0
      million, will be used for the Music Project.
<F5>  Represents (i) a $50.0 million cash contribution by  London
      Clubs  in exchange of 25% of the Holdings Common Membership
      Interests   and   (ii)   a  $7.0  million   deemed   equity
      contribution by the Issuer in exchange for Holdings  Common
      Membership   Interests,   consisting   of   certain    pre-
      development costs incurred by AHL in 1996, 1997 and 1998.
<F6>  Pursuant  to  the  Site  Work Agreement,  the  Company  has
      agreed  to  complete  the  construction  of,  among   other
      things,  the Mall Shared Space, construction of which  will
      commence   prior  to  the  initial  funding  of  the   Mall
      Financing.  Bazaar has agreed to reimburse the Company  for
      up  to  $14.2  million (including interest)  of  the  costs
      associated  with such construction upon the  completion  of
      the Mall Shared Space.  See "Certain Material Agreements  -
      Construction,  Operation and Reciprocal Easement  Agreement
      and Related Agreements."
<F7>  Represents   (i)   the   guaranteed   maximum   price    of
      construction  of  the Aladdin pursuant to the  Design/Build
      Contract  of $267.0 million, less the contingency allowance
      of  $6.8 million and expected reimbursement from Bazaar  of
      $13.6  million  (net  of  approximately   $0.6  million  of
      interest)   as   set  forth  in  note   (6)   above;   (ii)
      approximately  $35 million for theming the  Aladdin;  (iii)
      $11.7 million for professional fees and disbursements;  and
      (iv)  $2.3  million  for  permits  and  taxes.   See  "Risk
      Factors  -  Completion of the Mall Project  and  the  Music
      Project."   The  Design/Build Contract  contains  financial
      incentives  for the Design/Builder to complete the  Aladdin
      within  the construction budget and in a timely manner,  as
      well  as  liquidated  damages payable to  the  Company  for
      certain  unexcused delays.  See "Risk Factors  -  Risks  of
      New  Construction," "Risks Under Design/Build Contract  and
      Fluor   Guaranty"  and  "Certain  Material   Agreements   -
      Design/Build Contract."
<F8>  Represents  the  cost  of off-site improvements,  including
      overhead  pedestrian  walkways  and  widening  of   certain
      streets,  for those parts of the Project Site on which  the
      Aladdin will be built.
<F9>  Includes  $26.5  million  of  gaming  equipment  and  $81.0
      million   of   furniture,  fixtures  and  other   equipment
      consisting  of  new  furniture  and  equipment  other  than
      gaming equipment).
<F10> Represents the appraised fair market value of the  land  on
      which  the  Aladdin and the Plant will be  built,  together
      with adjacent land of approximately 0.8 acres.
<F11> Represents  the  retirement on  the  Issue  Date  of  $68.7
      million  of  existing indebtedness on the Contributed  Land
      with  an  interest  rate of LIBOR plus  650  bps  and  $5.8
      million  of  existing debt owed by the Trust to  GW  Vegas,
      assumed  by  the  Company  as  part  of  Holdings'   equity
      contribution to the Company.
<F12> Represents  capitalized  gross  interest  under  the   Bank
      Credit  Facility  of  $57.4 million and  capitalized  gross
      interest   of   $2.4  million  from  leasing  expenses   in
      connection  with the FF&E Financing, from the date  of  the
      Offering  until the estimated completion of the Aladdin  in
      the  first  four months of the year 2000, net  of  interest
      income  anticipated  to be earned upon  the  investment  in
      cash  equivalents of the funds (assumed to  be  at  5%  per
      annum)  from the proceeds of the Offering and the  proceeds
      of the Term B Loan and Term C Loan.
<F13> Represents  $3.0  million of certain  predevelopment  costs
      incurred  by AHL and reimbursed at closing and up  to  $0.9
      million  of  certain predevelopment costs  expected  to  be
      incurred  and  reimbursed  over the  expected  construction
      period.
<F14> Represents  cash on hand, inventories, deposits  and  other
      cash balances required for the opening of the Aladdin.
<F15> Comprises (i) the $6.8 million contingency included in  the
      guaranteed  maximum  price set forth  in  the  Design/Build
      Contract  and  (ii)  the  $25.0  million  general   project
      contingency.
<F16> Represents   the  appraised  fair  market  value   of   the
      approximately  4.75  acres  of  land  on  which  the  Music
      Project  will  be built, which land will be contributed  by
      the  Company  to  AMH  in  exchange for  common  membership
      interests in AMH.
<F17> Represents  cash to be contributed by the  Company  to  AMH
      for common membership interests in AMH.
<F18> Represents fees in connection with the organization of  the
      Company   and  the  financing  of  the  Aladdin,  including
      approximately   $8   million  for  expenses   incurred   in
      connection with the Offering.

</FN>
</TABLE>
<PAGE>

                        EXHIBIT NO. 6 TO
                      FACILITIES AGREEMENT
                                
                                
                     RIDER HUNT (NV) L.L.C.
                      2330 Paseo Del Prado
                      Building C, Suite 301
                      Las Vegas, NV  89102
                                
                                
                                  January 28, 1998



The Bank of Nova Scotia
580 California Street, Suite 2100
San Francisco, CA  94104
Attn: Alan W. Pendergast
  Relationship Manager

General Electric Capital Corporation, for
itself and as agent for certain participants
777 Long Ridge Road
Building B
First Floor
Stanford, CT  06927

State Street Bank and Trust Company, as trustee
Corporate Trust Department
P.O. Box 778
Boston, MA  02102-0778


Re:  Aladdin Project

Ladies and Gentlemen:

     This letter sets forth the understanding with respect to the
engagement   of   Rider  Hunt  (NV)  L.L.C.  (the   "CONSTRUCTION
CONSULTANT")  by (i) The Bank of Nova Scotia (the "ADMINISTRATIVE
AGENT"), in its capacity as the Administrative Agent for a  group
of  lenders (collectively, the "LENDERS"), and (ii) State  Street
Bank and Trust Company (the "INDENTURE TRUSTEE"), in its capacity
as   the   Indenture   Trustee  for  certain   noteholders   (the
"NOTEHOLDERS").   The Construction Consultant  will  act  as  the
construction  consultant for the Lenders and the  Noteholders  in
connection   with  that  certain  disbursement   agreement   (the
"DISBURSEMENT  AGREEMENT") to be entered into by Aladdin  Gaming,
LLC  (the "BORROWER"), Aladdin Gaming Holdings, LLC, The Bank  of
Nova Scotia, in its capacity as the Disbursement Agent under  the
Disbursement   Agreement   (the   "DISBURSEMENT   AGENT"),    the
Administrative  Agent, the Indenture Trustee, and  an  investment
intermediary which has not yet been identified.  The Disbursement
Agreement  will  provide, in relevant part, for the  Disbursement
Agent  to make advances of (x) loans (the "LOANS") to be made  by
the Lenders to the
     
<PAGE>

The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 2


Borrower  from time to time in accordance with the terms  of  the
credit  facility  (the  "SENIOR CREDIT  FACILITY")  and  (y)  the
proceeds  of  the  sales of certain notes (the  "SENIOR  DISCOUNT
NOTES")  to  the  Noteholders.  The  Senior  Credit  Facility  is
secured,  INTER  ALIA, by that certain hotel and  casino  complex
(the  "MAIN PROJECT") to be located on a portion of the  site  of
the existing Aladdin Hotel and Casino in Las Vegas, Clark County,
Nevada.  In addition to the Senior Credit Facility and the Senior
Discount  Notes, the Borrower expects to enter into an additional
facility  with General Electric Capital Corporation,  for  itself
and  as  the  agent  for certain participants (collectively,  the
"FF&E  LENDERS") to finance the acquisition of certain  equipment
(the "FF&E") to be used in connection with the Main Project.

     The  Construction Consultant hereby accepts  the  engagement
and  agrees  to perform the scope of work (the "SCOPE  OF  WORK")
described in EXHIBIT A annexed hereto in connection with the Main
Project.  The Construction Consultant agrees to perform the Scope
of Work in accordance with generally accepted consulting services
consistent  with  customary  industry  standards  applicable   to
projects such as the Main Project and shall complete the Scope of
Work  in  a timely manner and in accordance with the Disbursement
Agreement,   which  agreement  shall  be  in  form  and   content
satisfactory  to  the Construction Consultant.  The  Construction
Consultant  represents  that  it has  not  been  engaged  by  the
Borrower,  any direct or indirect affiliates of the  Borrower  or
any  other  person or entity involved in the Project (other  than
the Administrative Agent (for the benefit of the Lenders) and the
Trustee (for the benefit of the Noteholders)) and that it has  no
relationship  with  any of the foregoing  which  would  create  a
conflict of interest hereunder.  The Construction Consultant also
represents  that it has the necessary expertise  to  perform  the
Scope of Work to the standards set forth herein and otherwise  to
fulfill  its obligations hereunder and that it will act,  at  all
times,  in  the  best interests of the Lenders and the  Indenture
Trustee.  The Construction Consultant shall also maintain (at the
expense  of the Borrower), at all times, all necessary  competent
personnel  to  fulfill its obligations hereunder.   Additionally,
the Construction Consultant covenants that it will cooperate with
all  other  independent consultants identified  as  such  by  the
Administrative Agent and/or the Indenture Trustee  in  connection
with the Main Project.

     The Disbursement Agreement contemplates that the proceeds of
the Senior Discount Notes will be advanced under the Disbursement
Agreement  before  any of the Loans are made.   Accordingly,  the
Construction  Consultant  shall  follow  the  directions  of  the
Disbursement   Agent,  on  behalf  of  the   Indenture   Trustee,
consistent  with  the Scope of Work during  such  time  that  the
proceeds of the Senior Discount Notes are being advanced.   After
the  proceeds  of  the  Senior Discount  Notes  have  been  fully
advanced, the Construction Consultant shall follow the directions
of the Disbursement Agent, on behalf of the Administrative Agent,
until  such  time  that  the Administrative  Agent  has  provided
written notice to the Construction Consultant that the Senior

<PAGE>


The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 3


Credit  Facility  has been indefeasibly repaid  in  full  or  the
Borrower  has otherwise been discharged of its obligations  under
the documents evidencing and securing the Senior Credit Facility.

     Each  of the FF&E Lenders acknowledges that the Construction
Consultant   was,   and  continues  to   be,   engaged   by   the
Administrative  Agent  and the Indenture  Trustee  for  the  sole
benefit  of  the  Lenders and the Noteholders in accordance  with
this  letter  and  that  the  Construction  Consultant  shall  be
responsible only to the Administrative Agent (for the benefit  of
the  Lenders) and the Indenture Trustee (for the benefit  of  the
Noteholders)  and shall have no duty whatsoever  to  perform  any
services  for,  or provide any information to, the FF&E  Lenders,
except as expressly set forth in this letter.  All communications
between   the  FF&E  Lenders  and  the  Construction   Consultant
regarding  the  Scope of Work shall be made  solely  through  the
Disbursement  Agent and the Construction Consultant shall  follow
only  the directions of, and shall make all inquiries solely  to,
the  Disbursement  Agent  (in  accordance  with  the  immediately
preceding paragraph and consistent with the Scope of Work).   The
Construction Consultant shall issue the Construction Consultant's
Report  (as  defined  in  EXHIBIT A)  and  the  Certificates  and
Monitoring  Reports  (as defined in EXHIBIT A)  directly  to  the
Disbursement  Agent, the Administrative Agent, and the  Indenture
Trustee  on  behalf  of  the  Lenders  and  the  Noteholders;  in
addition, the Construction Consultant shall issue a copy  of  the
Construction   Consultant's  Report  and  the  Certificates   and
Monitoring Reports to the FF&E Lenders and the FF&E Lenders shall
be  entitled to rely thereon; PROVIDED, HOWEVER, any comments  or
other  communications by the FF&E Lenders  with  respect  to  the
Construction  Consultant's  Report and/or  the  Certificates  and
Monitoring  Reports shall be made to the Construction  Consultant
by the Disbursement Agent only.  The FF&E Lenders acknowledge and
agree  that the delivery of the Construction Consultant's  Report
and  the  Certificates and Monitoring Reports in accordance  with
the  terms of EXHIBIT A will satisfy the conditions with  respect
to reports required from the Construction Consultant set forth in
that  certain  Commitment  Letter from General  Electric  Capital
Corporation    to   the   Borrower   (the   "FF&E   COMMITMENT").
Notwithstanding the foregoing, each of the Administrative  Agent,
the   Lenders,  the  Indenture  Trustee,  the  Noteholders,   the
Disbursement Agent and the FF&E Lenders shall have the individual
right  to  maintain  a cause of action against  the  Construction
Consultant involving negligence by the Construction Consultant in
the  preparation  and  delivery of the Construction  Consultant's
Report and the Certificates and Monitoring Reports.  Each of  the
FF&E  Lenders  acknowledges  and  agrees  that  the  Construction
Consultant's  Report and the Certificates and Monitoring  Reports
that  are delivered to it are intended solely for the use of  the
FF&E Lenders to assist in evaluating the progress of construction
of  the Main Project and the use thereof for any other purpose or
by  any  other  entity  is  prohibited  without  express  written
permission  from  both  the  Construction  Consultant   and   the
Disbursement Agent.

     Notwithstanding anything to the contrary in this letter, the
Construction   Consultant  agrees  that  the   Certificates   and
Monitoring  Reports  shall include the certificates  and  reports
required by the

<PAGE>

The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 4


FF&E   Lenders  under  the  FF&E  Commitment  and  the  financing
documents  contemplated  by  the  FF&E  Commitment  and  by   the
Disbursement Agent under the Disbursement Agreement  so  long  as
such  certificates and reports are consistent with the  Scope  of
Work.   The  Certificates and Monitoring Reports  shall  include,
without limitation, the certification required to be made by  the
Construction  Consultant six months prior to  completion  of  the
Project  in order for the FF&E Lenders to enter into the  interim
financing  arrangements described in the  FF&E  Commitment.   The
FF&E  Lenders  agree that such certificate shall be substantially
in  the  form  annexed hereto as EXHIBIT C.   Each  of  the  FF&E
Lenders  agrees to be bound by the determinations and conclusions
of  the Construction Consultant made in accordance with the terms
hereof.

     Each  of  the Administrative Agent, the Disbursement  Agent,
the  Noteholders, the Lenders, the Indenture Trustee and the FF&E
Lenders agrees that the Construction Consultant shall be the only
construction  consultant with respect to the Main Project  unless
the Administrative Agent, in its sole discretion, terminates such
engagement  in  accordance with this letter  and  engages  a  new
construction  consultant in accordance  with  the  terms  of  the
Credit  Agreement, which agreement shall be in form  and  content
satisfactory to the Construction Consultant.  Notwithstanding the
foregoing,  the  Indenture Trustee and/or the  FF&E  Lenders  may
engage  its  own construction consultant so long as it  pays  all
costs and expenses of such separate consultant in connection with
such  engagement but such construction consultant shall  have  no
right  to  participate  in the making of  the  determinations  or
conclusions  to  be made by the Construction Consultant  pursuant
hereto  or  issuing  the  Construction Consultant's  Report,  the
Certificates  and Monitoring Reports, and/or the  certificate  in
the  form annexed hereto as EXHIBIT C but the foregoing shall not
limit the right of such construction consultant to comment on  or
communicate with the Construction Consultant regarding any matter
hereunder.

     For  purposes  hereof,  the  Construction  Consultant  shall
perform  the foregoing requirements as an independent  contractor
and nothing contained herein shall constitute the formation of  a
joint  venture  or  an  employer/employee or agency  relationship
among  the  Lenders, the Indenture Trustee, the Noteholders,  the
Administrative  Agent, the FF&E Lenders and/or  the  Construction
Consultant.

     In  consideration of the performance of the  Scope  of  Work
contemplated   by   this  engagement  letter,  the   Construction
Consultant  shall  be paid the compensation  and  the  costs  and
expenses set forth on EXHIBIT B attached hereto.  All amounts  to
be  paid  to the Construction Consultant in accordance with  this
engagement  letter shall be the responsibility of  the  Borrower;
PROVIDED,  HOWEVER,  this engagement is for the  benefit  of  the
Lenders and the Noteholders and the Construction Consultant shall
be  responsible  only to the Lenders and the Noteholders  as  its
clients  in  all respects, and shall have no duty  whatsoever  to
perform  any  services for, or provide any  information  to,  the
Borrower.  In the event that the Borrower breaches its obligation
to pay any amount due to the

<PAGE>

The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 5


Construction  Consultant  hereunder, the Construction  Consultant
shall  have  the  right, after FIFTEEN (15)  days  prior  written
notice   to  the  Administrative  Agent,  to  cease  any  further
performance  of  the Scope of Work; PROVIDED, HOWEVER,  that  the
Lenders,  the Noteholders and/or the Disbursement Agent may  make
such  payments  on  behalf  of the Borrower  in  which  case  the
Construction Consultant shall continue performance of  the  Scope
of  Work hereunder.  The Construction Consultant shall submit all
invoices for the Scope of Work performed in accordance with  this
engagement letter to the Disbursement Agent c/o The Bank of  Nova
Scotia,  580  California Street, 21st Floor,  San  Francisco,  CA
94104,  Attn:  Alan  Pendergast, with a  copy  to  the  Indenture
Trustee  c/o State Street Bank and Trust Company, P.O.  Box  778,
Boston,  MA  02102-0778, Attn: Corporate Trust  Department.   The
Construction  Consultant shall submit an invoice  by  the  FOURTH
(4th)  day  of each calendar month for actual work performed  and
costs and expenses incurred during the immediately prior calendar
month.   After  the  Disbursement Agent has  approved  each  such
invoice,  the  Disbursement  Agent shall  promptly  forward  such
approved invoice to the Borrower for payment with a request  that
payment  of  such approved invoice shall be made  within  FIFTEEN
(15) days after submission by the Disbursement Agent.

     By  signing  below, the Borrower hereby agrees to  indemnify
the   Construction   Consultant  and  its  officers,   directors,
employees,  and  agents (the "INDEMNIFIED PARTIES")  against  all
losses,  liabilities, expenses, claims and damages of any  nature
suffered  or  incurred  by  the  Indemnified  Parties  (including
reasonable costs of defense, settlement or enforcement hereof and
reasonable  attorneys'  fees  therefor)  arising  out  of  or  in
connection  with their performance of the Scope of Work  and  its
other  duties contemplated by this engagement letter,  except  to
the  extent resulting from the gross negligence, fraud or willful
misconduct of any of the Indemnified Parties.  In any  action  or
proceeding  brought  by a third party with respect  to  which  an
Indemnified  Party is entitled to indemnification hereunder,  the
Borrower  shall  be entitled to assume the defense  of  any  such
action or proceeding with counsel reasonably satisfactory to  the
Indemnified  Party  and  the Borrower.  Upon  assumption  by  the
Borrower  of  the defense of any such action or proceedings,  the
Indemnified  Party  shall have the right to participate  in  such
action  or  proceeding  and to retain its  own  counsel  but  the
Borrower  shall not be liable for any legal fees  and  costs  and
expenses  of such other counsel or the fees and disbursements  of
other providers of professional services subsequently incurred by
such  Indemnified  Party in connection with the  defense  thereof
unless (i) the Borrower has agreed to pay such fees and expenses,
(ii)  the  Borrower  has  failed  to  employ  counsel  reasonably
satisfactory  to  the Indemnified Party and  the  Borrower  in  a
timely manner, or (iii) the Indemnified Party has been advised by
counsel  that there are actual or potential conflicting interests
between   the  Borrower  and  the  Indemnified  Party,  including
situations  in  which  there  are  one  or  more  legal  defenses
available  to  the Indemnified Party that are different  from  or
additional to those available to the Borrower; PROVIDED, HOWEVER,
that  the  Borrower shall not, in connection with  any  one  such
action  or  proceeding  or  separate  but  substantially  similar
actions or proceedings arising out of the same

<PAGE>

The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 6


general allegations, be liable for the legal fees and expenses of
more  than  one separate firm of attorneys at any  time  for  all
Indemnified  Parties  except to the  extent  that  local  counsel
(limited  to  one  separate firm of attorneys in each  applicable
jurisdiction), in addition to its regular counsel, is required in
order  to  defend effectively against such action or  proceeding.
The Borrower shall not consent to the terms of any compromise  or
settlement  or any action or proceeding defended by the  Borrower
in accordance with the foregoing without the prior consent of the
Construction Consultant, unless such compromise or settlement (i)
includes  an unconditional release of the Construction Consultant
from  all liability arising out of such action or claim and  (ii)
does  not  include a statement as to, or an admission of,  fault,
culpability  or  a  failure  to act,  by  or  on  behalf  of  the
Construction Consultant.  The Borrower shall not be  required  to
indemnify  the  Construction Consultant for any  amount  paid  or
payable by the Construction Consultant in the settlement  of  any
action,  proceeding or investigation without the written  consent
of   the   Borrower.    The   provisions   hereof   relating   to
indemnification   shall   survive  the  expiration   or   earlier
termination of this engagement letter.

     The  Construction Consultant hereby agrees to the use of (or
reference to) any report or any other document prepared  pursuant
to this engagement letter in connection with a public offering of
securities in connection with the contemplated financing  of  the
Main  Project  and  acknowledges that all reports  and  documents
prepared  by  the  Construction  Consultant  pursuant   to   this
engagement  may be reviewed by the Lenders, the Noteholders,  the
Disbursement  Agent,  the  Administrative  Agent,  the  Indenture
Trustee,  the  FF&E Lenders and their respective  successors  and
assigns.   It  is  understood and agreed  that  any  use  by  the
Construction  Consultant  of its proprietary  computer  software,
methodology,  procedures  or  other  proprietary  information  in
connection  with the Scope of Work hereunder shall not  give  the
Borrower,  the Lenders, the Noteholders, the Disbursement  Agent,
the  Administrative  Agent, the Indenture  Trustee  or  the  FF&E
Lenders  any  rights  with respect to such  proprietary  computer
software,    methodology,   procedures   or   other   proprietary
information.

     The  Construction Consultant shall not be deemed in  default
of  any  provision hereof or be liable for any delay, failure  in
performance,  or  interruption of service resulting  directly  or
indirectly  from acts of God, civil or military authority,  civil
disturbance,  war, strikes or other labor disputes, fires,  other
catastrophes,  or  other  force beyond your  reasonable  control,
whether  or  not such event may be deemed foreseeable;  PROVIDED,
HOWEVER,  any  failure to perform on the part of the Construction
Consultant  due to the Construction Consultant's  lack  of  funds
shall constitute a default hereunder.

     In   connection  with  this  engagement,  the   Construction
Consultant  covenants  and  agrees  to  comply  in  all  material
respects  with applicable laws and regulations, now or  hereafter
in effect.

<PAGE>

The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 7


     This  engagement  letter  (a) has  been  duly  executed  and
delivered   on   behalf  of  the  Construction   Consultant   and
constitutes the legal, valid, binding and enforceable  obligation
of  the  Construction  Consultant,  except  to  the  extent  that
enforceability   may   be   limited  by  applicable   bankruptcy,
insolvency,  reorganization or other similar laws  affecting  the
enforcement  of  creditors'  rights  generally  or   by   general
equitable  principles or public policy considerations;  (b)  sets
forth the entire understanding of the parties hereto with respect
to the subject matter hereof and supersedes and cancels any prior
communications, understandings and agreements among  the  parties
with  respect to such subject matter; (c) may be terminated  with
or without cause by the Disbursement Agent upon FIFTEEN (15) days
written  notice to the Construction Consultant (the  Construction
Consultant  shall  be compensated for all work performed  to  the
termination  date, together with reimbursable costs and  expenses
then due); (d) may not be amended or modified except in a writing
signed  by  each  of the parties hereto; (e)  may  be  signed  in
counterparts, each of which shall constitute an original and  all
of  which  together shall constitute one and the same  agreement;
and  (f)  shall be governed and construed in accordance with  the
laws  of  the State of New York.  Neither this engagement  letter
nor  any  interest  herein,  nor any claim  hereunder,  shall  be
assigned,   transferred   or  delegated   by   the   Construction
Consultant.  Each of the parties to this engagement letter hereby
irrevocably consents

     
     
                 No additional text on this page
                                
<PAGE>

The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 7


to  the non-exclusive jurisdiction of the courts of the State  of
New  York  or  the  United States Federal Court  sitting  in  the
Borough of Manhattan, City and State of New York over any  action
or  proceeding  arising  out of or relating  to  this  engagement
letter  and  to the service of any and all process  in  any  such
action or proceeding by the mailing of copies of such process  to
such  party,  and  each of the parties to this engagement  letter
hereby irrevocably agrees that all claims in respect of any  such
action  or proceeding may be heard in such State of New  York  or
Federal Court.  EACH OF THE PARTIES HERETO HEREBY WAIVES TRIAL BY
JURY.

     To  confirm your agreement to the foregoing, please sign the
enclosed  copies of this engagement letter in the space indicated
and  return  one  copy to each of the Administrative  Agent,  the
Disbursement  Agent,  the Indenture Trustee,  the  Borrower,  the
Construction Consultant and each of the FF&E Lenders.

                                       Very truly yours,

                                       RIDER HUNT (NV) L.L.C.
    
    
                                       By: /s/ John Gray
                                           -------------------
                                           John Gray
                                           Principal


ACCEPTED AND AGREED:

THE BANK OF NOVA SCOTIA
and the Administrative Agent and the
Disbursement Agent
    
    
By: ________________________
    Name:___________________   
    Title:__________________  
    Date:  January ___, 1998

<PAGE>

The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 7


to  the non-exclusive jurisdiction of the courts of the State  of
New  York  or  the  United States Federal Court  sitting  in  the
Borough of Manhattan, City and State of New York over any  action
or  proceeding  arising  out of or relating  to  this  engagement
letter  and  to the service of any and all process  in  any  such
action or proceeding by the mailing of copies of such process  to
such  party,  and  each of the parties to this engagement  letter
hereby irrevocably agrees that all claims in respect of any  such
action  or proceeding may be heard in such State of New  York  or
Federal Court.  EACH OF THE PARTIES HERETO HEREBY WAIVES TRIAL BY
JURY.

     To  confirm your agreement to the foregoing, please sign the
enclosed  copies of this engagement letter in the space indicated
and  return  one  copy to each of the Administrative  Agent,  the
Disbursement  Agent,  the Indenture Trustee,  the  Borrower,  the
Construction Consultant and each of the FF&E Lenders.

                                     Very truly yours,

                                     RIDER HUNT (NV) L.L.C.
    
    
                                     By:______________________ 
                                        John Gray
                                        Principal




ACCEPTED AND AGREED:

THE BANK OF NOVA SCOTIA
and the Administrative Agent and the
Disbursement Agent
    
    
By: /s/ Alan Pendergast
    -----------------------
    Name:   A. Pendergast
    Title:  _______________
    Date:  January 28, 1998

<PAGE>

The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 8


ALADDIN GAMING LLC
    
    
By: /s/ Ronald Dictrow
    --------------------------------
    Name:   Ronald Dictrow
    Title:  Executive Vice President
            & Secretary
    Date:  February 26, 1998


STATE STREET BANK AND TRUST COMPANY
    
    
By:_________________________________ 
    Name:___________________________   
    Title:__________________________  
    Date:  January ___, 1998


GENERAL ELECTRIC CAPITAL CORPORATION
    
    
By:_________________________________ 
    Name:___________________________   
    Title:__________________________  
    Date:  January ___, 1998


CREDIT SUISSE FIRST BOSTON
CORPORATION
    
    
By:_________________________________ 
    Name:___________________________   
    Title:__________________________  
    Date:  January ___, 1998

<PAGE>

The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 8


ALADDIN GAMING LLC
    
    
By:_________________________________ 
    Name:___________________________   
    Title:__________________________  
    Date:  January ___, 1998


STATE STREET BANK AND TRUST COMPANY
 as Trustee and Not Individually
    
    
By: /s/ Ruth A. Smith
    --------------------------------
    Name:   Ruth A. Smith
    Title:  Vice President
    Date:  February 26, 1998


GENERAL ELECTRIC CAPITAL CORPORATION
    
    
By:_________________________________ 
    Name:___________________________   
    Title:__________________________  
    Date:  January ___, 1998


CREDIT SUISSE FIRST BOSTON
CORPORATION
    
    
By:_________________________________ 
    Name:___________________________   
    Title:__________________________  
    Date:  January ___, 1998

<PAGE>

The Bank of Nova Scotia
General Electric Capital Corporation
State Street Bank and Trust Company, as trustee
January 28, 1998
Page 8


ALADDIN GAMING LLC
    
    
By:_________________________________ 
    Name:___________________________   
    Title:__________________________  
    Date:  January ___, 1998


STATE STREET BANK AND TRUST COMPANY
    
    
By:_________________________________ 
    Name:___________________________   
    Title:__________________________  
    Date:  January ___, 1998


GENERAL ELECTRIC CAPITAL CORPORATION
    
    
By: /s/ Daniel Gruig
    --------------------------------
    Name:   Daniel Gruig
    Title:  Sr. Risk Manager
    Date:  January 28, 1998


CREDIT SUISSE FIRST BOSTON
CORPORATION
    
    
By:_________________________________ 
    Name:___________________________   
    Title:__________________________  
    Date:  January ___, 1998

<PAGE>
                            EXHIBIT A
                                
                          SCOPE OF WORK

I.   CONSTRUCTION CONSULTANT'S REPORT

The   Construction  Consultant  shall  prepare  the  Construction
Consultant's report (the "CONSTRUCTION CONSULTANT'S REPORT")  for
the  Aladdin  Hotel and Casino stating, among other things,  that
(a)  the  Construction Consultant has reviewed the  Main  Project
Documents,  the  Plans  and Specifications,  and  other  material
information  deemed necessary by the Construction Consultant  for
the  purpose  of  evaluating whether  the  Main  Project  can  be
constructed   and  completed  in  the  manner  and   time   frame
contemplated by the "OPERATIVE DOCUMENTS" (as such term is to  be
defined  in the Disbursement Agreement, which agreement shall  be
in  form and content satisfactory to the Construction Consultant;
each capitalized term in this Exhibit not otherwise defined shall
have the meaning in the Disbursement Agreement) and (b) based  on
its review of such information, the Construction Consultant is of
the  opinion  that  the Main Project can be  constructed  in  the
manner   contemplated  by  the  Operative   Documents   and,   in
particular,  that  the  Main  Project  can  be  constructed   and
completed  in  accordance with the Operative  Documents  and  the
"PLANS AND SPECIFICATIONS" within the parameters set by the "MAIN
PROJECT   SCHEDULE"   and  the  "MAIN   PROJECT   BUDGET".    The
Construction  Consultant's Report shall include a  due  diligence
review which:

     A.    Analyzes  and critiques the Main Project  Budget,  the
     Main Project Schedule and the Plans and Specifications on  a
     material line item basis.
     
     B.    Reviews  the design concepts of the Main  Project  and
     major  equipment components and will compare the  same  with
     standard  industry  practice.  It  is  understood  that  the
     Construction  Consultant in no way approves  or  disapproves
     any  technical aspect of the design documents  or  maintains
     any  liability as to the application or function of the Main
     Project.
     
     C.      Reviews   applicable   permitting   and    licensing
     requirements as provided by or on behalf of the Borrower for
     construction  and  operation  of  the  Main  Project.   With
     respect  to permits and licenses not in place prior  to  the
     commencement  of  construction  of  the  Main  Project,  the
     anticipated  requirements  and  schedule  indicating   major
     milestones,   if   available,   will   be   reviewed.    Any
     deficiencies and limitations noted will be identified.
     
                                1
                                
<PAGE>

II.  CONSTRUCTION MONITORING AND CERTIFICATION

On  an  ongoing  basis until "COMPLETION" has been achieved,  the
Construction  Consultant  shall  perform  the  following  duties,
including,   without  limitation,  providing  the   reports   and
certificates  described below (the "CERTIFICATES  AND  MONITORING
REPORTS"):

     A.    The  Construction Consultant will review all  relevant
     Main Project Documents and amendments thereto, including the
     "DESIGN/BUILD CONTRACT" between Fluor Daniel, Inc. ("FLUOR")
     and  the Borrower.  The Construction Consultant will provide
     comments  and recommendations, as appropriate, including  an
     evaluation  of  the contracting methodology associated  with
     the  Main  Project.  The Construction Consultant  will  also
     review  and  comment  on (a) the suitability  of  the  major
     subcontractors and suppliers engaged from time  to  time  to
     perform  the  work and/or supply the equipment or  materials
     and (b) the prices under such subcontracts.
     
     B.    The  Construction  Consultant  will  assist  with  all
     technical   matters  as  required  with   respect   to   the
     Disbursement Agent's responsibilities under the Disbursement
     Agreement.
     
     C.    The  Construction Consultant will review, analyze  and
     critique  the Main Project Budget, the Main Project Schedule
     and the Plans and Specifications and all amendments thereto.
     The  Construction  Consultant will,  on  an  ongoing  basis,
     evaluate  the  construction process  in  view  of  the  Main
     Project Budget, the Main Project Schedule and the Plans  and
     Specifications; PROVIDED, HOWEVER, that such evaluation will
     be  based  upon  information provided  to  the  Construction
     Consultant  and  visual observation of  the  Main  Project's
     progress.
     
     D.    The  Construction Consultant will  review  the  design
     concepts  of the Main Project and major equipment components
     and  will  compare the same with standard industry practice.
     It  is understood that the Construction Consultant in no way
     approves  or  disapproves  of any technical  aspect  of  the
     design  documents  or  maintains any  liability  as  to  the
     application or function of the Main Project.
     
     E.    The  Construction  Consultant will  review  applicable
     permitting  and  licensing requirements as provided  by  the
     Borrower for construction and operation of the Main Project.
     For permits and licenses not in place from time to time, the
     anticipated  requirements  and  schedule  indicating   major
     milestones,   if   available,   will   be   reviewed.    Any
     deficiencies and limitations noted will be identified.
     
     F.    The Construction Consultant will review the status  of
     the  existing  construction documents at each stage  of  the
     Main Project.
     
     G.     The   Construction  Consultant  will   interact   and
     communicate  directly with the Borrower,  Tishman  Realty  &
     Construction Co., Inc., the owner's representative and  Main
     Project  coordinator, Fluor Daniel, Inc., the  Main  Project
     Architect and the other
     
                                2
                                
<PAGE>

     contractors on a regular basis as may be required to monitor
     the  progress  of  the construction and  identify  potential
     problems.
     
     H.    The  Construction Consultant will review all  requests
     submitted by the Borrower for an advance of proceeds of  the
     Senior  Discount Notes and/or the Loans, as applicable,  all
     proposed  change  orders proposed by the  Borrower  and  all
     other  certificates submitted by the Borrower from  time  to
     time  in accordance with the Disbursement Agreement and  the
     Credit  Agreement relating to the construction of  the  Main
     Project.   The  Construction  Consultant  will  perform  its
     obligations related to certifications promptly  and  in  any
     event  within  the time limits specified by the Disbursement
     Agreement  and  the  Credit Agreement, as  applicable.   The
     Construction Consultant will evaluate the same for  accuracy
     and  compliance with the terms of the Disbursement Agreement
     and the Credit Agreement, as applicable, in each case to the
     extent   within  the  Construction  Consultant's  scope   of
     expertise.   In  performing its obligations  hereunder,  the
     Construction Consultant shall be entitled to rely,  whenever
     it   deems   reasonably  appropriate,  on  information   and
     certifications  provided  by  third  parties  including  the
     Borrower.
     
     I.    The  Construction Consultant will monitor construction
     of  the Main Project, which shall include monthly reports to
     the  Lenders  with regard to construction progress  and  the
     possibility of significant cost overruns or schedule delays.
     In  addition, the Construction Consultant will  monitor  and
     report   on  the  overall  Main  Project  organization   and
     management.
     
     J.    Without limiting the specificity of the foregoing, the
     Construction  Consultant agrees to review  the  Disbursement
     Agreement and the Credit Agreement as and when completed and
     to  perform  the scope of work in accordance  therewith  and
     agrees,  for the benefit of the Lenders and the Noteholders,
     to  take  all  actions, execute and deliver all certificates
     and   perform  all  other  duties  and  obligations  of  the
     Construction   Consultant  thereunder,  including,   without
     limitation, completing, executing and delivering each of the
     certificates  required thereby within the time  periods  set
     forth therein.
     
                                3
<PAGE>

                            EXHIBIT B
                                
                          COMPENSATION
                                
                                
1.   Initial Construction Consultant's Report:

     Construction Analysis       Flat Fee:   $175,000

     Any  work in the Initial Construction Consultant's  Report
     not included in the fee for the Construction Analysis will
     be  charged at agreed lump sum fees or billed  on  a  time
     expended  basis  at  the Construction Consultant's  hourly
     rates, which are as follows:
     
                                           $/hour
                                           ------
     Principal                             137.50
     Project Manager/Scheduler             110.00
     Senior Architectural/Structural             
     Quantity
     Surveyor/Estimator                     95.00
     Quantity Surveyor/Estimator            85.00
     Technical Assistance/Support           50.00
     
     The above fees include provision of four unbound and three
     bound copies of each report.
     
2. Personnel Expenses:

   The   Construction  Consultant  will  provide  the   project
   personnel at their individual direct personal expense with a
   fixed lump sum fee per month (which lump sum fee includes up
   to  45 hours of work per week per employee) according to the
   following  schedule  of  personnel  assigned  to  the   Main
   Project,  for the duration of the assignment.  A Principal's
   time  (to be involved in the Main Project an average  of  50
   hours  per  month) will be charged separately in  accordance
   with the hourly rates set forth in PARAGRAPH 1 above.  Other
   staff  who  will  be involved on an "as needed-limited  time
   basis"  will  also be charged separately in accordance  with
   the hourly rates set forth in PARAGRAPH 1 above.
  
<PAGE>
  
   NUMBER OF PERSONNEL ASSIGNED FULL-TIME                     MONTHLY FEE
   --------------------------------------                     -----------
                                                            
   Initial two (2) employees                                      $22,700
   One (1) additional employee, total of three (3)                $32,700
   One (1) additional employee, total of four (4)                 $40,000
   Each additional employee - a monthly fee beyond four            $8,000
   employees to be mutually agreed to between the
   Construction Consultant and the Disbursement Agent
   or its successors.
  
   The  Construction Consultant will initially staff  the  Main
   Project with two (2) people and additional personnel will be
   added,  as  required in the future, to maintain the  project
   requirements,  as  mutually agreed upon by the  Construction
   Consultant  and the Administrative Agent or its  successors.
   Time billed per employee per week in excess of 45 hours will
   be  billed at 150% of such employee's hourly rates set forth
   in PARAGRAPH 1 above.
  
3. Reimbursable and Out-of-Pocket Expenses:

   All  of  the  Construction  Consultant's  reasonable  travel
   (outside  a  50-mile radius of the Construction Consultant's
   Las Vegas office), subsistence and housing expenses incurred
   during  personnel relocation (which shall be subject to  the
   prior   approval   of   the   Administrative   Agent)    and
   miscellaneous costs associated with this assignment and
   out-of-pocket expenses will be reimbursed at  cost.   It  is
   the  Construction Consultant's intention to  assign  to  Las
   Vegas  those personnel primarily working on this assignment.
   The costs associated with any relocation of the Construction
   Consultant personnel will
   be  consistent with corporate policies on project relocation
   and  will be consistent with the relocation budget which has
   been approved by the Disbursement Agent and the Borrower.

                                2
                                
<PAGE>

                            EXHIBIT C
         CONSTRUCTION CONSULTANT'S SIX MONTH CERTIFICATE
                     RIDER HUNT (NV) L.L.C.
                      2330 Paseo Del Prado
                      Building C, Suite 301
                       Las Vegas, NV 89102
                                
                             [Date]
                                
The Bank of Nova Scotia, as the Administrative
Agent and the Disbursement Agent
580 California Street
Suite 2100
San Francisco, CA 94104

State Street Bank and Trust Company, as trustee
Corporate Trust Department
P.O. Box 778
Boston, MA 02102-0778

General Electric Capital Corporation
777 Long Ridge Road
Building B - First Floor
Stamford, CT 06927

Re:  Aladdin Hotel and Casino, Las Vegas, Nevada

Ladies and Gentlemen:

     Reference  is  made to the Disbursement Agreement  (the
"DISBURSEMENT  AGREEMENT") dated as  of  February  26,  1998
among Aladdin Gaming, LLC, as the Borrower, The Bank of Nova
Scotia, as the Administrative Agent, the Disbursement  Agent
and  the  Initial Investment Intermediary, and State  Street
Bank  and  Trust  Company, as the Indenture  Trustee.   Each
capitalized term not otherwise defined herein shall have the
meaning ascribed to such term in the Disbursement Agreement.
     
     Pursuant   to  Section  2.2.3(b)  of  the  Disbursement
Agreement  and to Section 7(a)(18) of the Credit  Facilities
Agreement to be entered into between GECC, for itself and as
the  agent  for certain participants, and the Borrower,  the
Construction Consultant certifies as follows:
     
                                1

<PAGE>

     1.   The  Construction  Consultant  has  reviewed   the
     Disbursement   Agreement  to  the  extent  necessary to
     understand the defined  terms  contained therein and to
     provide the certification herein.
     
     2.    In  the  absence of events such as  material  and
     equipment    delivery   delays,   labor   difficulties,
     unusually  adverse  weather  conditions,  acts  of  war
     directly affecting the Complex, the untimely failure of
     major  equipment  components, or other abnormal  events
     which  are  prejudicial  to  normal  construction   and
     installation,  the Conversion Date is  likely  to  have
     occurred  within  six  months from  the  date  of  this
     certificate.
     
     IN  WITNESS  WHEREOF, the Construction  Consultant  has
executed  this Construction Consultant's Certificate  as  of
the date first above written.
     
                                   RIDER HUNT (NV) L.L.C.
                                             
                                   By:______________________  
                                      Name:
                                      Title:
     
                                2
                                
<PAGE>

                 ANNEXES, SCHEDULES AND EXHIBITS
                                
                               TO
                                
                      FACILITIES AGREEMENT
                                
                             between
                                
              GENERAL ELECTRIC CAPITAL CORPORATION,
        FOR ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS
                                
                               and
                                
                       ALADDIN GAMING, LLC
                                
                                
                          June 26, 1998
                                

<PAGE>

                 INDEX OF ANNEXES AND SCHEDULES


Annex A        -    Definitions
Annex B        -    Schedule of Closing Documents
Annex C        -    Insurance Requirements
Annex D        -    Executed Senior Credit Agreement
Disclosure Schedule

<PAGE>

                             ANNEX A
                               to
                      Facilities Agreement
                                
                    Dated as of June 26, 1998
                                
                           DEFINITIONS


     Capitalized  terms  used in the Facilities  Agreement  shall
have  (unless  otherwise  provided elsewhere  in  the  Facilities
Agreement)  the following respective meanings when  used  in  the
Operative  Documents.  Unless otherwise specified, all references
to  Sections  shall  be  deemed  to  refer  to  Sections  of  the
Facilities Agreement.
     
     "AFFILIATE" shall mean, with respect to any Person, (i) each
Person  that,  directly or indirectly, owns or controls,  whether
beneficially, or as a trustee, guardian or other fiduciary,  five
percent (5%) or more of the Stock having ordinary voting power in
the  election of directors of such Person, (ii) each Person  that
controls,  is controlled by or is under common control with  such
Person  or  any Affiliate of such Person or (iii)  each  of  such
Person's  officers, directors, joint ventures and partners.   For
the  purpose of this definition, "CONTROL" of a Person shall mean
the possession, directly or indirectly, of the power to direct or
cause  the  direction  of  its management  or  policies,  whether
through  the  ownership  of  voting securities,  by  contract  or
otherwise.
     
     "AGENCY  AGREEMENT" shall mean that certain Agency Agreement
substantially  in the form of Exhibit No. 2 to the  Master  Lease
Agreement executed between GE Capital and Aladdin Gaming.
     
     "AGREEMENT"  shall  mean the Facilities Agreement  to  which
this  ANNEX A is attached and of which it forms a part, including
all   annexes,  schedules  and  exhibits  attached  or  otherwise
identified   thereto,   restatements   and   modifications    and
supplements thereto and any appendices, attachments, exhibits  or
schedules  to  any  of  the foregoing, and shall  refer  to  this
Agreement as the same may be in effect at the time such reference
becomes  operative, provided, however that any reference  to  the
Schedules  to this Agreement shall be deemed a reference  to  the
Schedules  as  in  effect on the Closing Date  or  in  a  written
amendment thereto executed by the parties.
     
     "ALADDIN  GAMING" shall mean Aladdin Gaming, LLC,  a  Nevada
limited liability company.
     
     "ALADDIN  HOTEL  AND CASINO" shall mean that  certain  first
class  and full service hotel of approximately 2,600 rooms and  a
one hundred sixteen thousand square foot casino to be constructed
on the Subject Property located in Las Vegas, Nevada.
     
     "APPLICABLE  LAW"  shall  mean any  law,  rule,  regulation,
ordinance,  order,  code,  common law, interpretation,  judgment,
directive,   decree,  treaty,  injunction,  writ,  determination,
award,  permit or similar decision of any Governmental  Authority
that  is  applicable  to and binding upon Aladdin  Gaming  or  GE
Capital, including (without limitation) the Nevada Gaming Laws.

<PAGE>

     "AS  IS  BASIS"  shall have the meaning assigned  to  it  in
SECTION 10(I)(L)(B).
     
     "BASE INDEX" shall mean 90-Day LIBOR in effect from time  to
time.
     
     "BASIC  LEASE  TERM"  shall mean (i)  with  respect  to  any
Equipment  listed on a Schedule dated on or prior  to  the  Basic
Lease  Term Commencement Date, the period commencing on the Basic
Lease  Term  Commencement  Date  and  expiring  three  (3)  years
thereafter,  and (ii) with respect to any Equipment listed  on  a
Schedule dated after the Basic Lease Term Commencement Date,  the
period commencing on the date of such Schedule and expiring three
(3) years after the Basic Lease Term Commencement Date.
     
     "BASIC  LEASE TERM COMMENCEMENT DATE" shall mean  the  first
day  of  the  calendar  month  next succeeding  the  Construction
Completion Date.
     
     "BASIC  LEASE TERM INTEREST RATE" shall mean that per  annum
interest  rate  calculated  pursuant  to  Section  C.4.  of   the
applicable Schedule to the Master Lease Agreement.
     
     "BASIC  TERM  RENT" with respect to each Unit  of  Equipment
shall  have  the meaning assigned to it in Section  C.2.  of  the
applicable Schedule to the Master Lease Agreement.
     
     "BAZAAR HOLDINGS" shall mean Aladdin Bazaar Holdings, LLC, a
Nevada limited liability company.
     
     "BREAKAGE  LOSS"  shall  include  LIBOR  and  other  funding
breakage costs, if any, and may be determined by reference to the
standard  International Swap Dealers Association calculation  for
"Loss."
     
     "BUSINESS DAY" shall mean any day that is not a Saturday,  a
Sunday  or a day on which banks are required or permitted  to  be
closed in the States of Nevada, New York or Maryland, and if  the
applicable  Business  Day  relates to the  determination  of  any
Interest  Period or the interest rate therefor,  such  term  also
shall  exclude any day on which trading is not carried on by  and
between banks in U.S. Dollars in the London interbank market.
     
     "CAPITAL  EXPENDITURES" shall mean all payments or  accruals
(including  Capital Lease Obligations) for any  fixed  assets  or
improvements  or  for  replacements, substitutions  or  additions
thereto,  that have a useful life of more than one (1)  year  and
that are required to be capitalized under GAAP.
     
     "CAPITAL LEASE" shall mean, with respect to any Person,  any
lease  of any property (whether real, personal or mixed) by  such
Person   as  lessee  that,  in  accordance   with   GAAP,  either
would  be  required  to  be  classified  and  accounted   for  as
a  capital  lease  on  a  balance  sheet   of   such   Person  or

                                2

<PAGE>

otherwise  be disclosed as such in a note to such balance  sheet,
other  than, in the case of Aladdin Gaming, any such lease  under
which Aladdin Gaming is the lessor.

     "CAPITAL LEASE OBLIGATION" shall mean, with respect  to  any
Capital  Lease,  the  amount  of the  obligation  of  the  lessee
thereunder  that,  in accordance with GAAP,  would  appear  on  a
balance sheet of such lessee in respect of such Capital Lease  or
otherwise be disclosed in a note to such balance sheet.
     
     "CAPITALIZED LESSOR'S COST" shall mean, with respect to  the
Equipment  listed  on Annex A to any Schedule,   the  acquisition
cost of the Equipment specified on such applicable Schedule.
     
     "CASUALTY OCCURRENCE" shall have the meaning assigned to  it
in SECTION 10(I).
     
     "CASUALTY  PAYMENT DATE" shall have the meaning assigned  to
it in SECTION 10(I)(L)(B).
     
     "CLAIM"   shall  have  the  meaning  assigned   to   it   in
SECTION 10(M).
     
     "CLOSING  DATE"  shall have the meaning assigned  to  it  in
SECTION 7(A)(1).
     
     "CODE"  shall mean the Uniform Commercial Code  codified  as
Nevada Revised Statutes (NRS) Chapter 104, as the same may,  from
time  to  time,  be  in effect in the State of Nevada;  provided,
however, in the event that, by reason of mandatory provisions  of
law,  any  or  all of the attachment, perfection or  priority  of
Agent's  security interest in any Collateral is governed  by  the
Uniform Commercial Code as in effect in a jurisdiction other than
the  State  of  Nevada, the term "Code" shall  mean  the  Uniform
Commercial  Code  as  in  effect in such other  jurisdiction  for
purposes  of  the provisions hereof relating to such  attachment,
perfection or priority and for purposes of definitions related to
such provisions.
     
     "COLLATERAL"  shall  mean the property,  real  or  personal,
tangible or intangible, now existing or hereafter acquired,  that
may  at  any time be or become subject to a security interest  or
Lien  in favor of GE Capital to secure the Obligations, including
(without limitation) the Gaming Equipment.
     
     "COLLATERAL   SCHEDULE"  shall  mean,   collectively,   each
schedule  describing the Gaming Equipment as to which  a  Funding
under  the Term Loan Facility is to be made, delivered by Aladdin
Gaming to GE Capital pursuant to SECTION 7(B)(7).
     
     "COLLATERAL TAXES" shall mean all Taxes, including  interest
and  penalties thereon, which at any time may be levied, assessed
or  imposed  by any foreign or Federal, state or local  authority
upon or with respect to GE Capital or Aladdin Gaming by reason of
the  Collateral  (or the purchase, ownership, delivery,  leasing,
possession, use or operation thereof) or any Operative  Documents
(or  any rentals, payments or receipts thereunder) during or with
respect to the Lease Term or the Term Loan Period.

                                3

<PAGE>

          Notwithstanding anything in the first paragraph of this
definition,  the  term  "Collateral  Taxes"  shall  not  mean  or
include:

           (i)   Taxes (other Taxes that are, or are in  the
     nature  of  sales,  use, rental, transfer  or  property
     Taxes) that are based upon or measured by net income or
     which constitute franchise Taxes imposed on GE Capital,
     except such Taxes which are payable in connection  with
     any  indemnification  or  reimbursement  obligation  of
     Aladdin Gaming under the Facilities Agreement which  is
     expressly stated to be on an after-tax basis;

           (ii) Taxes upon or with respect to GE Capital  by
     reason   of  the  Equipment  (other  than  the   Gaming
     Equipment) to the extent, but only to such extent, they
     relate  to  any act, event or omission that occurs,  or
     relates  to  a  period, after the Lease  Term  and  the
     return of such Equipment;

          (iii)     Taxes upon or with respect to GE Capital
     by  reason  of the Gaming Equipment to the extent,  but
     only  to  the extent, they relate to any act, event  or
     omission that occurs, or relates to a period, after the
     Term Loan Period;

           (iv)  Taxes for so long as, but only for so  long
     as,  such Taxes are being contested in accordance  with
     the  provisions  of  SECTION  4  ,  provided  that  the
     foregoing  shall not limit Aladdin Gaming's obligations
     under  SECTION 4 to advance to GE Capital amounts  with
     respect to Taxes that are being contested in accordance
     with  SECTION 4 or any expenses incurred by GE  Capital
     in connection with such contest;

           (v)   any  interest or penalties  imposed  on  GE
     Capital  as a result of a breach by GE Capital  of  its
     obligations under SECTION 4 or otherwise as a result of
     GE  Capital's  failure  to file  any  return  or  other
     documents  timely and as prescribed by applicable  law;
     provided  that this clause (v) shall not apply  (1)  if
     such  interest  or penalties arise as  a  result  of  a
     position  taken  or requested to be  taken  by  Aladdin
     Gaming  in  a contest controlled by Aladdin Gaming,  or
     (2)  if  such failure is attributable to a  failure  by
     Aladdin  Gaming  to fulfill its obligations  under  the
     Facilities Agreement with respect to any such return;

          (vi) Taxes imposed upon GE Capital with respect to
     any   voluntary  transfer,  sale  or  other   voluntary
     disposition  of any interest in any Collateral  or  any
     part  thereof (other than a transfer in connection with
     (1) Aladdin Gaming's exercise of its option to purchase
     the  property or cause an early termination, or (2) the
     occurrence of an Event of Default);

           (vii)      Taxes  imposed on GE Capital,  to  the
     extent  GE  Capital  actually  receives  a  credit  (or
     otherwise  has a reduction in liability for  Taxes)  in
     respect  thereof against Taxes that are not indemnified
     under SECTION 4;

                                4

<PAGE>

           (viii)    Taxes imposed against or payable by  GE
     Capital  resulting from, or that would  not  have  been
     imposed  but  for,  the  gross  negligence  or  willful
     misconduct of GE Capital;

           (ix)  Taxes  imposed against  or  payable  by  GE
     Capital  resulting from, or that would  not  have  been
     imposed but for a breach by GE Capital or any Affiliate
     thereof of any representations, warranties or covenants
     set  forth  in  the  Operative Documents  (unless  such
     breach  is  caused by Aladdin Gaming's  breach  of  its
     representations, warranties or covenants set  forth  in
     the Operative Documents);

           (x)   Taxes  to  the  extent  resulting  from  GE
     Capital's  failure  to comply with  the  provisions  of
     SECTION   4,  which  failure  precludes  or  materially
     adversely  affects  the ability to  conduct  a  contest
     pursuant to SECTION 4(B) (unless such failure is caused
     by Aladdin Gaming's breach of its obligations);

          (xi) Taxes which are included in acquisition costs
     if and to the extent actually paid;

           (xii)      Taxes that would have been imposed  in
     the  absence  of  the  Lease  Facility  and  Term  Loan
     Facility  and  Taxes imposed on or with respect  to  or
     payable as a result of activities of GE Capital  or  an
     Affiliate   thereof  unrelated  to   the   transactions
     contemplated by the Operative Documents;

           (xiii)    Taxes imposed on or with respect to  or
     payable by GE Capital resulting from, or that would not
     have been imposed but for the existence of, any Lien on
     the  Equipment created by or through GE Capital  or  an
     Affiliate  thereof and not caused by acts or  omissions
     of  Aladdin  Gaming, unless required to be  removed  by
     Aladdin Gaming; and

           (xiv)     Taxes imposed against or payable  by  a
     direct or indirect successor, transferee, or assign  of
     GE  Capital to the extent that the aggregate amount  of
     such  Taxes exceeds the aggregate amount of such  Taxes
     that  would have been imposed against or payable by  GE
     Capital  (or, if less, that would have been subject  to
     indemnification  under SECTION 4);  provided,  however,
     that  this exclusion (xiv) shall not apply to a  direct
     or  indirect  successor, transferee  or  assignee  that
     acquired  its interest as a result of a transfer  while
     an   Event  of  Default  shall  have  occurred  and  is
     continuing.

     "COMMITMENT" shall mean the commitment of GE Capital to make
Fundings to Aladdin Gaming pursuant to SECTION 1 in the aggregate
principal amounts specified therein.
     
     "CONSTRUCTION  COMPLETION  DATE"  shall  mean  the  date  of
issuance  of  a temporary or permanent certificate  of  occupancy
with respect to the Aladdin Hotel and Casino.
     
                                5

<PAGE>

     "CONSTRUCTION CONSULTANT" shall mean Rider Hunt (LA)  L.L.C.
or its successors and assigns approved by GE Capital.
     
     "CONTINGENT RENT" shall be calculated as the product of  (a)
eighty-five  percent  (85%)  of any per  annum  increase  in  the
Consumer Price Index for all Items as published by the Department
of  Labor Bureau of Economics and Statistics reported during  the
preceding calendar quarter, and (b) the Capitalized Lessor's Cost
of  the  Equipment, PLUS an amount to be determined based on  the
differential between (1) the average annual revenues generated at
the  Aladdin  Hotel and Casino for the period  from  November  1,
1992,  through  November  18, 1997, and (2)  the  average  annual
revenues generated at the Aladdin Hotel and Casino for the period
from  the Construction Completion Date through and including  the
subsequent sixty (60) months; provided, however, that the maximum
Contingent  Rent shall not exceed that amount calculated  as  the
following  specified percentage of the Capitalized Lessor's  Cost
of  the  Equipment: if the Equipment is returned at  the  end  of
three (3) years, 13.66%; if the Equipment is returned at the  end
of four (4) years, 6.36%; and if the Equipment is returned at the
end of five (5) years, 4.40%.
     
     "DEFAULT  RATE"  shall have the meaning assigned  to  it  in
SECTION 2(E).
     
     "DOL"  shall mean the United States Department of  Labor  or
any successor thereto.
     
     "DOLLARS"  and  "$" shall mean lawful money  of  the  United
States of America.
     
     "EARLY TERMINATION DATE" shall have the meaning assigned  to
it in Section 4 of the Master Lease Agreement.
     
     "ENVIRONMENTAL CLAIM" shall mean any accusation, allegation,
notice  of violation, claim, demand, abatement or other order  or
direction   (conditional  or  otherwise)  by   any   Governmental
Authority  or any Person for Personal Injury (including sickness,
disease or death), tangible or intangible property damage, damage
to the environment or other adverse effects on the environment or
for fines, penalties or restrictions resulting from or based upon
any release.
     
     "ENVIRONMENTAL LAWS" shall mean all federal, state and local
laws,  statutes,  ordinances,  orders  and  regulations,  now  or
hereafter  in effect, and in each case as amended or supplemented
from  time to time, and any applicable judicial or administrative
interpretation thereof relating to the regulation and  protection
of  human  health, safety, the environment and natural  resources
(including,  without  limitation,  ambient  air,  surface  water,
groundwater,   wetlands,  land  surface  or  subsurface   strata,
wildlife,  aquatic  species and vegetation).  Environmental  Laws
include,  but are not limited to, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended (42
U.S.C.  Secs.  9601  ET SEQ.) ("CERCLA"); the Hazardous  Material
Transportation  Act, as amended (49 U.S.C. Secs. 1801  ET  SEQ.);
the  Federal  Insecticide, Fungicide,  and  Rodenticide  Act,  as
amended  (7  U.S.C. Secs. 136 ET SEQ.); the Resource Conservation
and  Recovery  Act,  as amended (42 U.S.C. Secs.  6901  ET  SEQ.)
("RCRA"); the Toxic Substance Control Act, as amended (15  U.S.C.
Secs.  2601  ET SEQ.); the Clean Air Act, as amended  (42  U.S.C.
Secs.  740  ET  SEQ.);  the  Federal Water Pollution Control Act,
     
                                6

<PAGE>

as  amended  (33  U.S.C.  Secs. 1251 ET SEQ.);  the  Occupational
Safety  and Health Act, as amended (29 U.S.C. Secs. 651 ET  SEQ.)
("OSHA"); and the Safe Drinking Water Act, as amended (42  U.S.C.
Secs.  300(f)  ET SEQ.), and any and all regulations  promulgated
thereunder,  and  all analogous state and local  counterparts  or
equivalents  and  any  transfer  of  ownership  notification   or
approval statutes.

     "ENVIRONMENTAL  LIABILITIES  AND  COSTS"  shall   mean   all
liabilities,  obligations,  responsibilities,  remedial  actions,
removal  costs, losses, damages, punitive damages,  consequential
damages,  treble damages, costs and expenses (including,  without
limitation,  all reasonable fees, disbursements and  expenses  of
counsel,  experts and consultants and costs of investigation  and
feasibility  studies), fines, penalties, sanctions  and  interest
incurred as a result of any claim, suit, action or demand by  any
Person  or  entity, whether based in contract, tort,  implied  or
express warranty, strict liability, criminal or civil statute  or
common  law  (including, without limitation, any thereof  arising
under any Environmental Law, permit, order or agreement with  any
Governmental Authority) and which relate to any health or  safety
condition  regulated under any Environmental Law or in connection
with  any  other  environmental  matter  or  Release,  threatened
Release, or the presence of a Hazardous Material.
     
     "EQUIPMENT"shall have the meaning assigned to it in  Section
1(a) of the Master Lease Agreement.
     
     "EQUIPMENT  SCHEDULE" or "SCHEDULE" shall have  the  meaning
assigned to it in Section 1(a) of the Master Lease Agreement.
     
     "ERISA"  shall mean the Employee Retirement Income  Security
Act  of  1974 (or any successor legislation thereto), as  amended
from time to time, and any regulations promulgated thereunder.
     
     "ERISA  AFFILIATE"  shall  mean,  with  respect  to  Aladdin
Gaming, any trade or business (whether or not incorporated) under
common  control  with  Aladdin Gaming and  which,  together  with
Aladdin  Gaming,  are  treated as a single  employer  within  the
meaning of Section 414(b), (c), (m) or (o) of the IRC.
     
     "ERISA  EVENT"  shall mean, with respect to Aladdin  Gaming,
any  Subsidiary thereof or any ERISA Affiliate, (i) a  Reportable
Event  with  respect to a Title IV Plan or a Multiemployer  Plan;
(ii) the withdrawal of Aladdin Gaming, any Subsidiary thereof  or
any  ERISA Affiliate from a Title IV Plan subject to Section 4063
of  ERISA  during  a  plan year in which  it  was  a  substantial
employer,  as defined in Section 4001(a) (2) of ERISA; (iii)  the
complete  or partial withdrawal of Aladdin Gaming, any Subsidiary
thereof or any ERISA Affiliate from any Multiemployer Plan;  (iv)
the filing of a notice of intent to terminate a Title IV Plan  or
the  treatment  of  a  plan  amendment  as  a  termination  under
Section  4041  of  ERISA; (v) the institution  of  proceeding  to
terminate a Title IV Plan or Multiemployer Plan by the PBGC; (vi)
the  failure to make required contributions to a Qualified  Plan;
or  (vii) any other event or condition which might reasonably  be
expected  to constitute grounds under Section 4042 of  ERISA  for
the   termination  of,  or  the  appointment  of  a  trustee   to
administer,  any  Title  IV  Plan or Multiemployer  Plan  or  the
imposition  of any liability under Title IV of ERISA, other  than
PBGC premiums due but not delinquent under Section 4007 of ERISA.
     
                                7

<PAGE>

     "EVENT OF DEFAULT" shall have the meaning assigned to it  in
SECTION 12(A).
     
     "EXECUTIVE  OFFICERS"  shall mean the  Chairman,  President,
Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer,  Executive Vice President(s), Senior Vice  President(s),
Vice  President, Treasurer, Controller and Secretary  of  Aladdin
Gaming.
     
     "EXTENSION TERM" shall have the meaning assigned  to  it  in
Section 5(d) of the Master Lease Agreement.
     
     "FACILITIES"  shall  have  the meaning  assigned  to  it  in
SECTION 1(B).
     
     "FEES"  shall mean the fees due to Agent and GE Capitals  as
set forth in SECTION 15(B) or otherwise pursuant to the Operative
Documents.
     
     "FF&E  RESERVE"  shall have the meaning assigned  to  it  in
SECTION 10(D).
     
     "FINANCIALS" shall mean the financial statements referred to
in SECTION 10(A).
     
     "FISCAL  MONTH"  shall  mean any of the  monthly  accounting
periods of Aladdin Gaming.
     
     "FISCAL  QUARTER" shall mean any of the quarterly accounting
periods of Aladdin Gaming.
     
     "FISCAL  YEAR"  shall mean the fiscal year of  the  relevant
Person, which in the case of Aladdin Gaming shall be the 12-month
period  of  Aladdin  Gaming  ending December  31  of  each  year.
Subsequent changes of the fiscal year of Aladdin Gaming shall not
change the term "Fiscal Year," unless GE Capital shall consent in
writing to such change.
     
     "FUNDING" shall mean each funding of a portion of  the  Term
Loan  pursuant to the Term Loan Facility or of a portion  of  the
Capitalized  Lessor's Cost of the Equipment acquired pursuant  to
the  Lease  Facility,  and in each case  to  be  applied  to  the
acquisition cost of the Collateral in accordance with  the  terms
of the Facilities.
     
     "GAAP" means generally accepted accounting principles in the
United  States of America as in effect from time to time  as  set
forth  in  the  opinions  and pronouncements  of  the  Accounting
Principles  Board and the American Institute of Certified  Public
Accountants  and  the  statements  and  pronouncements   of   the
Financial Accounting Standards Board, which are applicable to the
circumstances as of the date of determination or, if  applicable,
in the United Kingdom as in effect from time to time.
     
     "GAMING EQUIPMENT" means all equipment and supplies used  in
the  operation  of a casino, including, without limitation,  slot
machines,   gaming   tables,   cards,    dice,    gaming   chips,
player  tracking  systems,  and  all  other  gaming  devices  (as
defined  in  NRS  463.0155),   cashless   wagering   systems  (as

                                8

<PAGE>

defined  in NRS 463.014) and associated equipment (as defined  in
NRS 463.0136), as described on the Collateral Schedule.

     "GE   CAPITAL"   shall   mean   General   Electric   Capital
Corporation, a New York corporation.
     
     "GOVERNMENTAL   AUTHORITY"  shall   mean   any   nation   or
government, any state or other political subdivision thereof, and
any  agency,  department  or other entity  exercising  executive,
legislative, judicial, regulatory or administrative functions  of
or pertaining to government.
     
     "GUARANTY  OF  PERFORMANCE AND COMPLETION" shall  mean  that
certain Guaranty of Performance and Completion by the Trust Under
Article VI u/w/o Sigmund Sommer, LCI and Bazaar Holdings in favor
of  each  of the Administrative Agent (defined therein)  and  the
lenders under the Senior Credit Facility.
     
     "GUARANTY OF PERFORMANCE AND COMPLETION (NOTEHOLDERS)" shall
mean  that certain Guaranty of Performance and Completion by  the
Trust,  LCI and Bazaar Holdings in favor of the Noteholders  with
respect  to  Holdings' Senior Discount Notes and  the  Contingent
Guarantor (defined therein).
     
     "HAZARDOUS MATERIAL" shall mean a Hazardous Substance and/or
a Hazardous Waste.
     
     "HAZARDOUS  SUBSTANCE"  shall mean  any  element,  material,
compound,  mixture, solution, chemical, substance,  or  pollutant
within   the   definition   of   "hazardous   substance"    under
Section  101(14)  of  the  Comprehensive Environmental  Response,
Compensation   and  Liability  Act,  42  U.S.C.  Sec.   9601(14);
petroleum  or  any  fraction, byproduct or  distillation  product
thereof;  asbestos, polychlorinated biphenyls, or any radioactive
substances;  and any material regulated as a hazardous  substance
by  any jurisdiction in which any Aladdin Gaming owns or operates
or has owned or operated a facility.
     
     "HAZARDOUS   WASTE"  shall  mean  any  element,   pollutant,
contaminate  or  discarded  material (including  any  radioactive
material) within the definition of Section 103(6) of the Resource
Conservation and Recovery Act, 42 U.S.C.A.  Sec. 6903(6); and any
material  regulated as a hazardous waste by any  jurisdiction  in
which  any  Aladdin  Gaming  owns or operates  or  has  owned  or
operated  a  facility,  or  to which  any  Aladdin  Gaming  sends
material for treatment, storage or disposal as waste.
     
     "HOLDINGS" shall mean Aladdin Gaming Holdings, LLC, a Nevada
limited liability company.
     
     "INDEBTEDNESS" of any Person shall mean (i) all indebtedness
of  such  Person for borrowed money or for the deferred  purchase
price  of  property  or services (including, without  limitation,
reimbursement  and all other obligations with respect  to  surety
bonds, letters of credit and bankers' acceptances, whether or not
matured,   but  not  including  obligations  to  trade  creditors
incurred   in  the  ordinary  course  of  business),   (ii)   all
obligations   evidenced   by   notes,   bonds,    debentures   or
similar  instruments,   (iii)   all   indebtedness   created   or
arising   under    any    conditional   sale   or   other   title
retention    agreements      with     respect     to     property
acquired  by  such  Person ( even though the rights  and remedies

                                9

<PAGE>

of the seller or GE Capital under such agreement in the event of
default are limited to repossession or sale of such property),
(iv) all Capital Lease Obligations, (v) all Guaranteed
Indebtedness, (vi) all Indebtedness referred to in clause (i),
(ii), (iii), (iv) or (v) above secured by (or for which the
holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in property
(including, without limitation, accounts and contract rights)
owned by such Person, even though such Person has not assumed or
become liable for the payment of such Indebtedness, (vii) the
Obligations, and (viii) all liabilities under Title IV of ERISA.

     "INDEMNIFIED PERSON" shall have the meaning assigned  to  it
in SECTION 10(P).
     
     "INTERCREDITOR   AGREEMENT"   shall   mean   that    certain
Intercreditor Agreement dated as of June 26, 1998, by  and  among
GE Capital and the lenders under the Senior Credit Facility.
     
     "INTEREST   PERIOD"  shall  mean,  in  the   case   of   the
determination of any 30-Day LIBOR or 90- LIBOR, a period  of  one
(1)  or three (3) month(s) as applicable;  provided, that (i)  in
the  event an Interest Period would end on a day which is  not  a
Business Day, such Interest Period shall be deemed to end on  the
immediately  succeeding Business Day unless such extension  would
cause such Interest Period to end in the next calendar month,  in
which  case  such Interest Period shall be deemed to end  on  the
immediately  preceding  Business Day, (ii)  any  Interest  Period
which  begins  on  a  day  for  which  there  is  no  numerically
corresponding  day in the calendar month in which  such  Interest
Period ends, shall, subject to clause (iii) below, expire on  the
immediately  preceding Business Day and (iii) no Interest  Period
may extend beyond the Termination Date.
     
     "INTERIM FUNDING PERIOD" shall mean the period from the date
on which the Funding is made with respect to the Facilities until
the Basic Lease Term Commencement Date.
     
     "INTERIM  RENT"  shall have the meaning assigned  to  it  in
Section C.1. of each Schedule to the Master Lease Agreement.
     
     "INTERIM  RENT PAYMENT DATE" shall have the meaning assigned
to  it  in  Section  C.1. of each Schedule of  the  Master  Lease
Agreement.
     
     "INTERIM  TERM  INTEREST RATE" shall  mean  that  per  annum
interest  rate  calculated  pursuant  to  Section  C.4.  of   the
applicable Schedule to the Master Lease Agreement.
     
     "INVESTMENT" shall mean, for any Person (a) the  acquisition
(whether for cash, property, services or securities or otherwise)
of  capital stock, bonds, notes, debentures, partnership or other
ownership  interests or other securities of any other  Person  or
any agreement to make any such acquisition; (b) the making of any
deposit  with, or Funding, loan or other extension of credit  to,
any other Person (including the purchase of property from another
Person  subject to an understanding or agreement,  contingent  or
otherwise, to resell such property to such Person); and  (c)  the
entering  into  of  any  Guaranteed  Indebtedness  of,  or  other
contingent   obligation    with    respect     to,   Indebtedness

                               10

<PAGE>

or other liability of any other Person and (without duplication)
any amount committed to be Fundings, lent or extended to such
Person.

     "IRC"  shall  mean  the Internal Revenue Code  of  1986,  as
amended, and any successor thereto.
     
     "IRS"  shall  mean  the  Internal Revenue  Service,  or  any
successor thereto.
     
     "KEEP-WELL  AGREEMENT"  shall mean  that  certain  Keep-Well
Agreement by Holdings, LCI and Bazaar Holdings.
     
     "LCI"  shall mean London Clubs, International PLC, a company
registered in England and Wales.
     
     "LEASE"  shall have the meaning assigned to it in the  first
paragraph of the Schedule.
     
     "LEASE COMMENCEMENT DATE" shall have the meaning assigned to
it in Section 2(a) of the Master Lease Agreement.
     
     "LEASE  FACILITY" shall have the meaning assigned to  it  in
Section 1(a).
     
     "LEASES" shall mean all of those leasehold estates  in  real
property  now owned or hereafter acquired by Aladdin  Gaming,  as
lessee.
     
     "LEASE  TERM"  shall  mean  the Basic  Lease  Term  and  all
available Renewal Lease Terms.
     
     "LESSEE" shall have the meaning assigned to it in the  first
paragraph of the Master Lease Agreement.
     
     "LESSOR"  shall have the meaning given to it  in  the  first
paragraph of the Master Lease Agreement.
     
     "LIBOR RATE FUNDING" shall mean any Funding as to which  the
interest rate is calculated by reference to 30-Day LIBOR  or  90-
Day LIBOR.
     
     "LIBOR  RESERVE PERCENTAGE" means, relative to any  Interest
Period, the reserve percentage (expressed as a decimal) equal  to
the  maximum aggregate reserve requirements (including all basic,
emergency,  supplemental, marginal and other reserves and  taking
into  account  any  transitional adjustments or  other  scheduled
changes  in  reserve  requirements) specified  under  regulations
issued  from time to time by the F.R.S. Board and then applicable
to assets or liabilities consisting of or including "Eurocurrency
Liabilities", as currently defined in Regulation D of the  F.R.S.
Board,  having a term approximately equal or comparable  to  such
Interest Period.

                               11

<PAGE>

     "LIEN"  shall  mean any mortgage or deed of  trust,  pledge,
hypothecation,  assignment,  deposit arrangement,  lien,  charge,
claim, security interest, easement or encumbrance, or preference,
priority  or other security agreement or preferential arrangement
of  any kind or nature whatsoever (including, without limitation,
any  lease  or  title  retention agreement, any  financing  lease
having  substantially  the same economic effect  as  any  of  the
foregoing, and the filing of, or agreement to give, any financing
statement  perfecting  a  security interest  under  the  Code  or
comparable law of any jurisdiction).
     
     "MASTER LEASE AGREEMENT" shall have the meaning assigned  to
it in SECTION 1(A).
     
     "MATERIAL  ADVERSE  EFFECT" shall mean  a  material  adverse
effect  on  (i)  the business, assets, operations, prospects,  or
financial  condition of Aladdin Gaming taken  as  a  whole,  (ii)
Aladdin Gaming's ability to pay or perform its obligations  under
the  Operative  Documents, (iii) the Collateral or  GE  Capital's
Lien  on  the  Collateral or the priority of any  such  Lien,  or
(iv)  the  rights and remedies of GE Capital under this Agreement
and the other Operative Documents.
     
     "MAXIMUM LEASE TERM" shall have the meaning assigned  to  it
in Section 5(a) of the Master Lease Agreement.
     
     "MEMBERSHIP  INTERESTS"  shall mean,  with  respect  to  any
Person  which  is  a  limited liability company,  the  membership
interests or the limited liability company interests, as the case
may be of such Person.
     
     "MULTIEMPLOYER  PLAN" shall mean a "multiemployer  plan"  as
defined  in  Section 4001(a) (3) of ERISA, and to  which  Aladdin
Gaming  or any ERISA Affiliate is making, is obligated  to  make,
has  made  or been obligated to make, contributions on behalf  of
participants who are or were employed by any of them.
     
     "NEVADA GAMING AUTHORITIES" means, collectively, the  Nevada
Gaming Commission, the Nevada State Gaming Control Board and  all
state   and   local   governmental  and  regulatory   authorities
regulating  gaming  activities in the State  of  Nevada  and  its
political subdivisions.
     
     "NEVADA  GAMING LAWS" means all laws pursuant to  which  any
Nevada Gaming Authorities possess regulatory, licensing or permit
authority  over  gaming  activities  in  the  State  of   Nevada,
including,  without limitation, the Nevada State  Gaming  Control
Act,  codified as NRS Chapter 463, as the same may, from time  to
time, be in effect in the State of Nevada and the regulations  of
the  Nevada Gaming Commission promulgated thereunder, as  amended
from to time.
     
     "NOTEHOLDERS"  shall  mean the holders  of  Senior  Discount
Notes issued in connection with the Senior Credit Facility.
     
     "NRS"  means the Nevada Revised Statutes, as the  same  may,
from time to time, be in effect in the State of Nevada.

                               12

<PAGE>

     "OBLIGATIONS"   shall  mean  all  loans,  Fundings,   debts,
liabilities  and  obligations for the performance  of  covenants,
tasks  or  duties or for payment of monetary amounts (whether  or
not  such performance is then required or contingent, or  amounts
are  liquidated or determinable) owing by Aladdin  Gaming  to  GE
Capital, and all covenants and duties regarding such amounts,  of
any  kind  or nature, present or future, whether or not evidenced
by  any note, agreement or other instrument, arising under any of
the Operative Documents.  This term includes, without limitation,
all  principal, interest (including, without limitation, interest
which  accrues  after the commencement of any case or  proceeding
referred  to  in  SECTIONS 12(A)(7) or  (8)),  all  Fees,  Taxes,
expenses, attorneys' fees and any other sum chargeable to Aladdin
Gaming under any of the Operative Documents.

     "OFFERING MEMORANDUM" shall have the meaning assigned to  it
in SECTION 7(A)(9).
     
     "OPERATING  LEASE" shall mean any lease of real or  personal
property, or mixed property, which is not a Capital Lease.
     
     "OPERATIVE DOCUMENTS" shall have the meaning assigned to  it
in SECTION 2(F).
     
     "OTHER  TAXES"  shall have the meaning  assigned  to  it  in
SECTION 4(C).
     
     "PARTICIPANT"  shall  have the meaning  assigned  to  it  in
SECTION 13(B)(2).
     
     "PAYMENT DATE" shall mean any Rent Payment Date or any  date
on  which an installment of interest or of principal and interest
is due under the Term Loan Note.
     
     "PBGC"  shall mean the Pension Benefit Guaranty  Corporation
or any successor thereto.
     
     "PENSION PLAN" shall mean an employee pension benefit  plan,
as   defined  in  Section  (3)  (2)  of  ERISA  (other   than   a
Multiemployer Plan), which is not an individual account plan,  as
defined in Section 3 (34) of ERISA, and which Aladdin Gaming  or,
if a Title IV Plan, any Subsidiary of Aladdin Gaming or any ERISA
Affiliate  maintains,  contributes to or  has  an  obligation  to
contribute to on behalf of participants who are or were  employed
by any of them.
     
     "PERMITTED   ENCUMBRANCES"   shall   mean   the    following
encumbrances:   (i)  Liens  for taxes  or  assessments  or  other
governmental Taxes or levies, either not yet due and  payable  or
to  the extent that nonpayment thereof is permitted by the  terms
of  SECTION  10(B) of the Facilities Agreement; (ii)  pledges  or
deposits   securing  obligations  under  workmen's  compensation,
unemployment insurance, social security or public liability  laws
or  similar  legislation; (iii) liens securing the Senior  Credit
Facility;  (iv) deposits securing public or statutory obligations
of   Aladdin  Gaming;  (v)  inchoate  and  unperfected  workers',
mechanics',  suppliers' or similar liens arising in the  ordinary
course  of  business; (vi) carriers', warehousemen'  s  or  other
similar  possessory  liens  arising in  the  ordinary  course  of
business and securing indebtedness not yet due and payable in  an
outstanding aggregate amount not in excess of $5,000,000  at  any
time;  (vii) deposits securing, or in lieu of, surety, appeal  or
customs  bonds   in   proceedings   to   which   Aladdin   Gaming
is  a   party;   (viii)   any   attachment   or   judgment  lien,

                               13

<PAGE>

unless the judgment it secures shall not, within thirty (30) days
after the entry thereof, have been discharged or execution
thereof stayed pending appeal, or shall not have been discharged
within thirty (30) days after the expiration of any such stay;
and (ix) zoning restrictions, easements, licenses, or other
restrictions on the use of real property or other minor
irregularities in title (including leasehold title) thereto, so
long as the same do not materially impair the use, value, or
marketability of such real property, leases or leasehold estates.

     "PERSON"  shall  mean  any individual, sole  proprietorship,
partnership,  joint venture, trust, unincorporated  organization,
association,    corporation,    institution,    public    benefit
corporation,  entity  or  government  (whether  federal,   state,
county,   city,   municipal  or  otherwise,  including,   without
limitation,  any  instrumentality,  division,  agency,  body   or
department thereof).
     
     "PLAN"  shall  mean, with respect to Aladdin Gaming  or  any
ERISA  Affiliate,  at  any  time, an employee  benefit  plan,  as
defined in Section 3(3) of ERISA, which Aladdin Gaming maintains,
contributes to or has an obligation to contribute to on behalf of
participants who are or were employed by any of them.
     
     "PREPAYMENT DATE" shall have the meaning assigned to  it  in
Section 2(e)(1).
     
     "PREPAYMENT  PREMIUM" shall mean that amount  calculated  as
the  product  of  the  Premium Percentage and  (A)  the  original
Capitalized  Lessor's  Cost  of the Equipment  (in  the  case  of
Collateral leased pursuant to the Master Lease Agreement), or (B)
the  original outstanding principal balance of the Term Loan Note
(in   the   case  of  Collateral  described  on  the   Collateral
Schedules), as applicable.
     
     "PREMIUM  PERCENTAGE"  shall mean  the  following  specified
percentage:  if prepayment occurs on the 3rd through 6th  payment
date,  2%;  if prepayment occurs on the 7th through 12th  payment
date,  1%; and if prepayment occurs after the 12th payment  date,
0%.
     
     "PRIME  RATE"  shall  mean the prime  rate  of  interest  as
published   in   THE  WALL  STREET  JOURNAL  on   the   date   of
determination.
     
     "PROCEEDS" shall mean "proceeds," as such term is defined in
the  Code and, in any event, shall include, with respect  to  any
Person,  (i)  any  and all proceeds of any insurance,  indemnity,
warranty  or  guaranty payable to such Person from time  to  time
with  respect to any of its property or assets, (ii) any and  all
payments (in any form whatsoever) made or due and payable to such
Person  from  time  to time in connection with  any  requisition,
confiscation, condemnation, seizure or forfeiture of all  or  any
part  of  such  Person's property or assets by  any  governmental
body,  authority,  bureau or agency (or any person  acting  under
color  of governmental authority), (iii) any recoveries  by  such
Person  against third parties with respect to any  litigation  or
dispute  concerning any of such Person's property or assets,  and
(iv)  any and all other amounts from time to time paid or payable
under  or  in  connection with any of such Person's  property  or
assets, upon disposition or otherwise.

                               14

<PAGE>

     "PROJECTIONS"  shall  mean Aladdin Gaming's  projected  pro-
forma  income statements, balance sheets and cash flow statements
for five (5) years.
     
     "QUALIFIED  PLAN"  shall  mean an employee  pension  benefit
plan,  as defined in Section 3(2) of ERISA, which is intended  to
be  tax-qualified  under Section 401(a) of  the  IRC,  and  which
Aladdin  Gaming,  and Subsidiary thereof or any  ERISA  Affiliate
maintains,  contributes to or has an obligation to contribute  to
on  behalf  of participants who are or were employed  by  any  of
them.
     
     "RELEASE" shall mean, as to any Person, any release  or  any
spilling,   leaking,   pumping,  pouring,   emitting,   emptying,
discharging, injecting, escaping, leaching, dumping, disposing or
migration  of  a  Hazardous Material into the indoor  or  outdoor
environment  by such Person (or by a person under  such  Person's
direction  or  control), including the movement  of  a  Hazardous
Material through or in the air, soil, surface water, ground water
or  property; but shall exclude any release, discharge,  emission
or  disposal in material compliance with a then effective  permit
or order of a Governmental Authority.
     
     "RENEWAL  LEASE  TERM" shall mean up  to  two  (2)  one-year
renewal  periods commencing at the expiration of the Basic  Lease
Term.
     
     "RENEWAL  TERM"  shall have the meaning assigned  to  it  in
Section 5(a) of the Master Lease Agreement.
     
     "RENEWAL TERM RENT" shall have the meaning assigned to it in
Section C.2. of the Schedule.
     
     "RENT" shall have the meaning assigned to it in Section 2(a)
of the Master Lease Agreement.
     
     "RENT  PAYMENT DATE" with respect to any Unit  of  Equipment
shall  have  the meaning assigned to it in Section  C.2.  of  the
applicable Schedule to the Master Lease Agreement.
     
     "REPLACEMENT ITEM" shall have the meaning assigned to it  in
SECTION 10(J)(9).
     
     "REPORTABLE EVENT" shall mean any of the events described in
Section 4043(b) (1), (2), (3), (5), (6), (8) or (9) of ERISA.
     
     "RESPONSIBLE  OFFICER" shall mean the  President,  any  Vice
President,  the  Treasurer, the Chief Financial Officer  and  any
other  officer  of  Aladdin Gaming directly responsible  for  the
consummation  of  the  Transaction and/or the  operation  of  the
Aladdin Hotel and Casino.
     
     "RESTRICTED PAYMENTS" shall have the meaning assigned to  it
in SECTION 11(F).
     
     "RETIREE   WELFARE   PLAN"  shall  refer   to   any  Welfare
Plan   providing    for    continuing    coverage   or   benefits
for   any    participant    or     any     beneficiary    of    a
participant   after     such     participant's    termination  of

                               15

<PAGE>

employment, other than continuation coverage provided pursuant to
Section 4980B of the IRC and at the sole expense of the
participant or the beneficiary of the participant.

     "SCHEDULE  OF  DOCUMENTS" shall mean the  schedule  attached
hereto  as  ANNEX  B,  including  all  appendices,  exhibits   or
schedules  thereto, listing certain documents and information  to
be  delivered in connection with the Operative Documents and  the
transactions contemplated thereunder.
     
     "SENIOR  CREDIT  AGREEMENT" shall  mean  that  certain  U.S.
$410,000,000  Credit  Agreement dated as of  February  26,  1998,
among Aladdin Gaming, various financial institutions, The Bank of
Nova   Scotia,  Merrill  Lynch  Capital  Corporation   and   CIBC
Oppenheimer Corp. in the form attached hereto as ANNEX D.
     
     "SENIOR CREDIT FACILITY" shall heave the meaning assigned to
it in SECTION 7(A)(8).
     
     "SOLVENT" and "SOLVENCY" mean, with respect to any Person on
a  particular date, that on such date (a) the fair value  of  the
property  of  such  Person is greater than the  total  amount  of
liabilities,    including,   without    limitation,    contingent
liabilities,  of such Person, (b) the present fair salable  value
of  the  assets of such Person is not less than the  amount  that
will be required to pay the probable liability of such Person  on
its  debts  as they become absolute and matured, (c) such  Person
does  not  intend to, and does not believe that  it  will,  incur
debts or liabilities beyond such Person's ability to pay as  such
debts  and liabilities mature and (d) such Person is not  engaged
in  business  or  a transaction, and is not about  to  engage  in
business or a transaction, for which such Person's property would
constitute  an  unreasonably  small  capital.   The   amount   of
contingent  liabilities  at any time shall  be  computed  as  the
amount  that,  in  the light of all the facts  and  circumstances
existing  at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.
     
     "SPREAD"  shall have the meaning assigned to it  in  SECTION
2(C) of the Facilities Agreement and Section C.4. of the Schedule
to the Master Lease Assignment.
     
     "STIPULATED LOSS VALUES" shall be calculated as specified on
Annex D to the Schedule.
     
     "STOCK" shall mean all shares, options, warrants, general or
limited partnership interests, participation or other equivalents
(regardless   of   how  designated)  of  or  in  a   corporation,
partnership  or  equivalent entity whether voting  or  nonvoting,
including, without limitation, common stock, preferred stock,  or
any  other  "equity security" (as such term is  defined  in  Rule
3a11-1  of the General Rules and Regulations promulgated  by  the
Securities and Exchange Commission under the Securities  Exchange
Act of 1934, as amended).
     
     "SUBJECT  PROPERTY"  shall mean that certain  real  property
located at 3667 Las Vegas Boulevard South and 831 Pilot Road, Las
Vegas, Nevada.
     
     "SUBSTITUTED ITEM" shall have the meaning assigned to it  in
SECTION 10(J)(9).

                               16

<PAGE>

     "SUPPLIER" shall have the meaning assigned to it in  Section
1(a) of the Master Lease Agreement.
     
     "TAXES" shall mean all taxes, charges, fees, levies or other
like  assessments, including, without limitation,  income,  gross
receipts,  excise,  real  and personal and  intangible  property,
sales,  use,  transfer,  withholding,  license,  payroll,  stamp,
documentary, recording, ad valorem and franchise taxes imposed by
the  United  States,  or  any  state,  local  or  foreign  taxing
authority  or subdivision or agency thereof, and such term  shall
include  any interest, penalties or additions to tax attributable
to such assessments.
     
     "TERM" shall have the meaning assigned to it in Section 2(a)
of the Master Lease Agreement.
     
     "TERM  LOAN" shall mean the loan evidenced by the Term  Loan
Note.
     
     "TERM  LOAN FACILITY" shall have the meaning assigned to  it
in SECTION 1(B).
     
     "TERM  LOAN NOTE" shall have the meaning assigned to  it  in
SECTION 3(B).
     
     "TERM   LOAN  PERIOD"  shall  mean  the  period   from   the
Construction  Completion  Date  until  the  date  on  which   all
obligations  of  Aladdin Gaming with respect  to  the  Term  Loan
Facility have been satisfied in full.
     
     "TERMINATION  DATE"  shall  mean  the  date  on  which   all
Obligations have been satisfied in full.
     
     "TERMINATION  VALUES" shall be calculated  as  specified  on
Annex D to the Schedule.
     
     "TITLE  IV  PLAN" shall mean a Pension Plan,  other  than  a
Multiemployer Plan, which is covered by Title IV of ERISA.
     
     "TRANSACTION  DOCUMENTS" shall mean the Operative  Documents
and  each document executed in connection with the Senior  Credit
Facility.
     
     "TRUST"  shall mean the Trust Under Article VI u/w/o Sigmund
Sommer.
     
     "UNAMORTIZED  LESSOR'S  COST" shall  mean:  (a)  during  the
Interim  Funding Period, the aggregate Capitalized Lessor's  Cost
of  the  Equipment leased under the Equipment Schedule,  and  (b)
during  the  Lease Term, the amount calculated  as  specified  on
Annex E to the applicable Schedule.
     
     "UNFUNDED  PENSION LIABILITY" shall mean, at any  time,  the
aggregate amount, if any, of the sum of (i) the amount  by  which
the  present  value of all accrued benefits under each  Title  IV
Plan exceeds the fair market value of all assets of such Title IV
Plan  allocable to such benefits in accordance with Title  IV  of
ERISA,  all determined as of the most recent valuation  date  for
each such Title IV Plan using the actuarial assumptions in effect
under  such  Title  IV  Plan,  and (ii)  for a period of five (5)

                               17

<PAGE>

years following a transaction reasonably likely to be covered by
Section 4069 of ERISA, the liabilities (whether or not accrued)
that could be avoided by Aladdin Gaming or any ERISA Affiliate as
a result of such transaction.

     "UNIT OF EQUIPMENT" shall have the meaning assigned to it in
Section 1(a) of the Master Lease Agreement.
     
     "WELFARE  PLANS" shall mean any welfare plan, as defined  in
Section 3(1) of ERISA, which is maintained or contributed  to  by
Aladdin Gaming or any ERISA Affiliate.
     
     "WITHDRAWAL  LIABILITY"  shall  mean,  at  any   time,   the
aggregate  amount  of  the  liabilities,  if  any,  pursuant   to
Section 4201 of ERISA, and any increase in contributions pursuant
to Section 4243 of ERISA with respect to all Multiemployer Plans.
     
     "30-DAY LIBOR" shall mean, for any Interest Period, the rate
per   annum  (rounded  upwards  to  the  nearest  1/16th  of  one
percentage point, if necessary) equal to the quotient obtained by
dividing  (i)  the offered rate for U.S. Dollar  deposits  for  a
thirty  (30)  day period appearing on Telerate page 3750  (or  as
quoted by such other reference source as may be designated by the
Agent in writing) as of 11:00 a.m. (London time), on the day that
is  two (2) Business Days prior to the beginning of such Interest
Period (but if at least two such rates appear on such page or are
so quoted at such time, the offered rate for such Interest Period
shall be the arithmetic mean of such rates), by (ii) a percentage
equal to one (1) minus the LIBOR Reserve Percentage.
     
     "90-DAY LIBOR" shall mean, for any Interest Period, the rate
per   annum  (rounded  upwards  to  the  nearest  1/16th  of  one
percentage point, if necessary) equal to the quotient obtained by
dividing  (i)  the offered rate for U.S. Dollar  deposits  for  a
ninety  (90) period appearing on Telerate page 3750 (or as quoted
by  such other reference source as may be designated by the Agent
in  writing) as of 11:00 a.m. (London time), on the day  that  is
two  (2)  Business Days prior to the beginning of  such  Interest
Period (but if at least two such rates appear on such page or are
so quoted at such time, the offered rate for such Interest Period
shall be the arithmetic mean of such rates), by (ii) a percentage
equal to one (1) minus the LIBOR Reserve Percentage.
     
     Capitalized  terms used in the Facilities Agreement  without
definition shall have the meaning assigned to such terms  in  the
Senior Credit Agreement as in effect on the date hereof.
     
     Any  accounting term used in the Facilities Agreement  shall
have,  unless otherwise specifically provided herein, the meaning
customarily  given  such term in accordance with  GAAP,  and  all
financial  computations  hereunder  shall  be  computed,   unless
otherwise  specifically provided herein, in accordance with  GAAP
consistently  applied.  That certain items  or  computations  are
explicitly modified by the phrase "in accordance with GAAP" shall
in  no  way  be  construed  to limit the  foregoing.   All  other
undefined  terms  contained  in the Facilities  Agreement  shall,
unless   the  context  indicates  otherwise,  have  the  meanings
provided  for  by  the  Code  as  in  effect  in  the   State  of
Nevada  to  the   extent   the    same   are   used   or  defined
therein.   The   words    "herein,"   "hereof"   and  "hereunder"

                               18

<PAGE>

or  other  words  of  similar  import  refer  to  the  Facilities
Agreement  as  a  whole,  including  the  annexes,  exhibits  and
schedules thereto,  as the same may from time to time be amended,
modified  or  supplemented,  and  not  to any particular section,
subsection or clause contained in the Facilities Agreement.

     Wherever from the context it appears appropriate, each  term
stated  in  either  the  singular or  plural  shall  include  the
singular  and  the plural, and pronouns stated in the  masculine,
feminine  or  neuter  gender  shall include  the  masculine,  the
feminine and the neuter.

                               19

<PAGE>

                             ANNEX B
                               to
                      FACILITIES AGREEMENT
                                
                    Dated as of June 26, 1998
                                
                  SCHEDULE OF CLOSING DOCUMENTS


     The obligation of GE Capital to make the initial Funding  is
subject  to  satisfaction  of  the condition  precedent  that  GE
Capital shall have received the following, each, unless otherwise
specified  below, dated the Closing Date, in form  and  substance
satisfactory  to  GE  Capital and its counsel,  unless  otherwise
specified below:

          (a)   OPERATIVE  DOCUMENTS.  The Facilities  Agreement,
the  Master Lease Agreement and the Term Loan Note payable to the
order of GE Capital, duly executed by Aladdin Gaming.
          
          (b)   AGENCY  AGREEMENT.   The  Agency  Agreement  duly
executed by Aladdin Gaming.
          
          (c)  SECURITY DOCUMENTS.

               (i)   Acknowledgment  copies of  proper  Financing
     Statements  (Form  UCC-l) (the "FINANCING STATEMENTS")  duly
     filed   under   the   Uniform  Commercial   Code,   in   all
     jurisdictions as may be necessary or, in the opinion  of  GE
     Capital,  desirable  to  perfect the  Lien  created  by  the
     Operative Documents;
          
               (ii)  Certified copies of Requests for Information
     (Form  UCC-3), or other evidence satisfactory to GE Capital,
     listing  the Financing Statements  referred to in  paragraph
     (i) above and all other effective financing statements which
     name  Aladdin  Gaming (under its present name, any  previous
     name  or  any  trade or doing business name) as  debtor  and
     which  are  filed  in  the  jurisdictions  referred  to   in
     paragraph  (i)  above, together with copies  of  such  other
     financing   statements  (none  of  which  shall  cover   the
     Collateral);
          
               (iii)      Evidence of the completion of all other
     recordings  and  filings  as may be  necessary  or,  in  the
     opinion  of and at the request of GE Capital,  desirable  to
     perfect the Lien created by the Operative Documents.

          (d)   BOARD RESOLUTIONS AND INCUMBENCY CERTIFICATES.  A
certificate of the Secretary or an Assistant Secretary of Aladdin
Gaming certifying (A) the resolutions adopted by the  managers of
Aladdin Gaming approving each Operative Document to which Aladdin
Gaming  is  a party and the transactions contemplated hereby  and
thereby,  (B)   all    documents   evidencing   other   necessary
action  by  Aladdin    Gaming   and   required  governmental  and
third    party    approvals    with    respect    to   each  such

<PAGE>

Operative Document, and (C) the names and true signatures of  the
authorized managers and officers of Aladdin Gaming.

          (e)    ORGANIZATIONAL  DOCUMENTS  AND   GOOD   STANDING
CERTIFICATES.  Each of the following documents:

               (i)    the  organizational  documents  of  Aladdin
     Gaming  as in effect on the Closing Date, certified  by  the
     Secretary  of State of Nevada as of a recent date,  together
     with  a bring-down certificate from such Secretary of  State
     in  the  form of a telex or telecopy dated the Closing  Date
     (if the Closing Date is more than thirty (30) days after the
     date of original certification), and the operating agreement
     of  Aladdin  Gaming  as  in  effect  on  the  Closing  Date,
     certified  by  the Secretary, Assistant Secretary  or  other
     appropriate officer of Aladdin Gaming; and

               (ii)  a  good  standing  certificate  for  Aladdin
     Gaming  from the Secretary of State of Nevada as of a recent
     date, together with a bring-down certificate in the form  of
     a telex or telecopy dated the Closing Date.

          (f)   SOLVENCY.   A certificate in form  and  substance
satisfactory  to  GE  Capital, signed by Aladdin  Gaming's  chief
financial  officer,  certifying as to  the  Solvency  of  Aladdin
Gaming  after giving effect to the entering into of the Operative
Documents,  the making of the initial Funding hereunder  and  the
other transactions contemplated hereby.

          (g)   ENVIRONMENTAL AUDIT.  An environmental review and
audit report with respect to the Subject Property satisfactory in
all respects to GE Capital from an independent firm acceptable to
GE  Capital,  together with copies of all existing  environmental
reviews and audits and other information pertaining to actual  or
potential environmental claims as GE Capital may require.

          (h)   PRO  FORMA  BALANCE SHEET.  A pro  forma  balance
sheet  of Aladdin Gaming prepared in accordance with GAAP  giving
effect  to  the making of the initial Funding hereunder  and  the
other transactions contemplated by the Operative Documents as  if
such transactions had occurred on April 27, 2000.

          (i)   FINANCIAL  STATEMENTS.  Copies of  the  financial
statements  described  in  SECTION  7(A)(20)  of  the  Facilities
Agreement.

          (j)   PROJECTIONS.  Copies of the Projections  in  form
and substance satisfactory to GE Capital.

          (k)     CAPITAL   EXPENDITURES   BUDGET.    A   capital
expenditures  budget  for Aladdin Gaming in  form  and  substance
satisfactory to GE Capital.

                                2

<PAGE>

          (l)  LEGAL OPINIONS.  (i)  An opinion of Skadden, Arps,
Slate, Meagher & Flom, L.L.P., special counsel to Aladdin Gaming,
in  form  and  substance satisfactory to GE Capital (which  shall
include   an  opinion  as  to  enforceability  of  the  Operative
Documents  under New York law); (ii) an opinion of local  counsel
for  Aladdin Gaming in the State of Nevada, in form and substance
satisfactory to GE Capital, as to (1) validity and perfection  of
Liens  and other matters, and (2) such other matters incident  to
the transactions contemplated hereby as GE Capital reasonably may
require;  and  (iii)  not more than two (2) bring-downs  of  such
opinions  as and to the extent reasonably required by  Lessor  in
connection  with  an  assignment  or  participation  pursuant  to
Section 13(b) of the Facilities Agreement.

          (m)   APPRAISAL.   An  appraisal  obtained  at  Aladdin
Gaming's  expense  in form and substance, and  by  an  appraiser,
satisfactory  to  GE  Capital,  substantiating  the   Equipment's
remaining  useful economic life and requisite values at  selected
points  throughout the Basic Lease Term and Renewal Lease  Terms,
including GE Capital's residual value assumptions.

                                3

<PAGE>

                             ANNEX C
                               to
                      FACILITIES AGREEMENT
                                
                    Dated as of June 26, 1998
                                
                     INSURANCE REQUIREMENTS


Aladdin Gaming shall, without cost to GE Capital or Participants,
maintain or cause to be maintained on its behalf in effect at all
times the types of insurance required by the following provisions
together with any other types of insurance as commonly secured by
similar  operations, in form acceptable to GE  Capital,  required
hereunder, with insurance companies rated  "A-" or better, with a
minimum size rating of "VIII," by Best's Insurance Guide and  Key
Ratings (or an equivalent rating by another nationally recognized
insurance  rating agency of similar standing if Best's  Insurance
Guide  and  Key Ratings shall no longer be published),  or  other
insurance companies of recognized responsibility satisfactory  to
GE  Capital, until all obligations of Aladdin Gaming pursuant  to
the  Operative Documents has been fully discharged.   GE  Capital
shall be named as first loss payee/mortgagee on all policies with
respect  to  the  Collateral of a first party nature,  with  such
policies  endorsed to the effect that all loss proceeds  will  be
made payable to GE Capital.

     I.    Post Construction.  During the period commencing  from
Completion,  Aladdin Gaming shall at its sole  cost  and  expense
obtain and maintain the following insurance:

          a.    Commercial General Liability.  Commercial general
liability  insurance  for  the Project, written  on  "occurrence"
policy   forms,  including  coverage  for  premises   operations,
products,  completed  operations,  broad  form  property  damage,
blanket  contractual  liability,  independent  contractor's   and
personal  injury, with no exclusions for explosion, collapse  and
underground perils, with primary coverage limits of no less  than
$1,000,000 for injuries or death to one or more persons or damage
to  property  resulting from any one occurrence and a  $2,000,000
aggregate  limit.  The commercial general liability policy  shall
also  include  a  severability of interest  clause  and  a  cross
liability  clause in the event more than one entity is  a  "named
insured"   under   the  commercial  general  liability    policy.
Deductibles in excess of $50,000 shall be subject to  review  and
approval by GE Capital.

          b.     Automobile   Liability.   Automobile   liability
insurance,  including  coverage for owned,  non-owned  and  hired
automobiles  for  both  bodily injury  and  property  damage  and
containing  appropriate no-fault insurance  provisions  or  other
endorsements  in accordance with Nevada legal requirements,  with
limits  of  no less than $1,000,000 per accident with respect  to
bodily injury, property damage or death.

          c.  Workers   Compensation.     Workers    compensation
insurance and employer's liability or  Stop Gap liability, with a
limit  of  not  less  than  $1,000,000,  and  such   other  forms
of  insurance    which    Aladdin    Gaming    is   required   by
Nevada   law    to    provide    for    the   Project,  providing

<PAGE>

statutory  benefits  and  covering loss  resulting  from  injury,
sickness, disability or death of the employees of Aladdin Gaming.

          d.    Pollution Legal Liability.  Sudden and accidental
pollution  legal liability insurance in an amount not  less  than
$1,000,000.   Such  coverage can be included  in  the  commercial
general  liability  policy or provided separately.   Claims  made
coverage forms are acceptable.
          
          e.    Property and Boiler & Machinery.  From and  after
the  date of Completion, "all risk", as such term is used in  the
insurance  industry, property insurance with flood and earthquake
(including  sinkhole and subsidence) and on  an  "agreed  amount"
basis  and  providing  (i) coverage for  the  Project,  including
removal of debris, insuring the buildings, structures, machinery,
equipment, facilities, fixtures and other properties constituting
a  part of the Project in a minimum amount not less than the full
replacement  value of the Project ($310,000,000).  The  following
sublimits,  to the extent they are less than the full replacement
value of the Project, are permitted with respect to the following
perils:  flood ($100,000,000), earthquake ($100,000,000), transit
and  off-site storage (greater of replacement cost of  assets  at
risk or $1,000,000) and debris removal $10,000,000).

     Such policy shall include a replacement cost endorsement (no
co-insurance)   with  no  deduction  for  depreciation.    Unless
provided under the all risk policy, boiler and machinery coverage
on  a  "comprehensive" basis including break down and repair with
limits  not  less than the full replacement cost of  the  insured
objects.   In the event the all risk coverage and the boiler  and
machinery  coverage is not written within the  same  policy  each
policy shall contain a joint loss agreement.
     
     The   policy/policies  shall  include  increased   cost   of
construction  coverage,  debris removal, and  building  ordinance
coverage  to  pay for loss of "undamaged" property which  may  be
required  to be replaced due to enforcement of local,  state,  or
federal  ordinances  subject to a sublimit of  $10,000,000.   All
such   policies  may  have  deductibles  of  not  greater    than
$1,000,000  per loss with the exception of earthquake  ($500,000)
and flood ($500,000), to the extent commercially available.

          f.    Business Interruption.  Aladdin Gaming shall also
maintain  or  cause to be maintained with respect to the  Project
business interruption insurance on an "all risk" basis, including
boiler  and  machinery,  in an amount  equal  to  satisfy  policy
coinsurance  conditions,  but  with  limits  not  less  than  the
equivalent  to  eighteen  (18) months'  projected  revenues  less
allowable insurance company expenses of a non-continuing  nature.
Such  coverage shall include a twelve (12) month extended  period
of  indemnity.  The deductible or waiting period shall not exceed
thirty (30) days.  Aladdin Gaming shall also maintain or cause to
be  maintained expediting or extra expense coverage in an  amount
not less than $2,500,000.
          
          g.    Umbrella/Excess   Liability.    Umbrella   Excess
Liability  Insurance of not less than $100,000,000 per occurrence
and in the aggregate during operations.  Such coverages shall  be
on a per occurrence basis and over and above coverage provided by
the  policies described in SECTION I(A), (B) and (C) above, whose
limits  shall  apply toward the $100,000,000 limit set  forth  in
this  section.   If  the policy or policies provided  under  this
SECTION I(G)  contain(s)  aggregate  limits  applying   to  other

                                2

<PAGE>

operations  of Aladdin Gaming, other than the Project,  and  such
limits   are  diminished  below  $95,000,000  by  any   incident,
occurrence, claim, settlement or judgment against such  insurance
which  has  caused  the insurer to establish a  reserve,  Aladdin
Gaming,  within  five (5) business days after knowledge  of  such
event shall inform GE Capital, and within ten (10) business  days
after  request  therefor  by  GE Capital,  Aladdin  Gaming  shall
purchase   an  additional  umbrella/excess  liability   insurance
policy(ies) satisfying the requirements of this SECTION  I(G)  in
an amount determined by GE Capital.

          h.    Aircraft Liability.  Aircraft liability,  to  the
extent  exposure  exists, in an amount not less than  $25,000,000
for  all  owned,  non-owned and hired  aircraft,  fixed  wing  or
rotary, used in connection with the construction or operation  of
the Project.
          
          i.     Other   Insurance.   Such  other  or  additional
insurance (as to risks covered, policy amounts, policy provisions
or  otherwise) as GE Capital may reasonably request provided that
such insurance and such amounts are then commonly insured against
with respect to similar properties in Las Vegas.

     II.   Insurance  Carried by Third Parties.   Aladdin  Gaming
shall  impose  the  following  insurance  requirements  upon  the
following third parties:

          a.    Contracts and Subcontracts.  In addition  to  the
foregoing,  Aladdin  Gaming shall include, and  shall  cause  its
contractors  and subcontractors to include, in each  contract  or
subcontract  a  provision  that the contractor  or  subcontractor
shall  procure and maintain the insurance coverage set  forth  in
SECTION  I(A),  (B) and (C) above.  GE Capital may  require  that
such  limits be increased with respect to any particular contract
based upon the services to be performed.  All such contracts must
contain a waiver of subrogation rights against Aladdin Gaming and
GE  Capital, contractual indemnification in favor GE Capital  and
Aladdin  Gaming and must state that coverage (except for Workers'
Compensation  coverage) carried in primary with  respect  to  any
other policies carried by Aladdin Gaming and GE Capital and  such
insurance  shall name Aladdin Gaming and GE Capital as additional
insureds.   Such insurance shall continue in force until  all  of
the   obligations   of  such  contractor  or  subcontractor   are
fulfilled.   Prior  to the commencement of  any  work  under  the
applicable  contract or subcontract, Aladdin Gaming shall  obtain
and  forward to GE Capital proper evidence of such insurance from
such contractors and subcontractors.
          
          b.    Ground Lessees and Major Space Lease Tenants.  In
addition  to  the  foregoing,  Aladdin  Gaming  shall  include  a
provision in every Ground Lease and Major Space Leases  that  the
ground  lessee  or  space lessee shall procure and  maintain  the
insurance  coverages  set forth in SECTIONS  I(A),  (B)  and  (C)
above, as well as the following:

               i.    Property and Boiler Machinery.  "All  risk",
as  such  term  is  used  in  the  insurance  industry,  property
insurance  and  on  an "agreed amount" basis  and  providing  (1)
coverage  for   the   Improvements   on   such   ground  lessee's
premises   or     within     such     Space     Lessee's   space,

                                3

<PAGE>

including all personal property in a minimum amount not less than
the  full  replacement  value of such improvements  and  personal
property.

               ii.   Business  Interruption.  Ground  Lessees  or
Major Space Lessees shall also maintain or cause to be maintained
with respect to their respective businesses business interruption
insurance on an "all risk" basis, including boiler and machinery,
in  an amount equal to satisfy policy coinsurance conditions, but
with  limits  not less than the equivalent to twelve (12)  months
projected revenues less allowable insurance company expenses of a
non-continuing nature.  Such coverage shall include a twelve (12)
month  extended period of indemnity.  The deductible  or  waiting
period shall not exceed thirty (30) days.

GE Capital may require that such limits be increased with respect
to  any  particular Ground Lease or Space Lease  based  upon  the
services to be performed.  All such leases must contain a  waiver
of  subrogation  rights against Aladdin Gaming  and  GE  Capital,
contractual  indemnification  in favor  GE  Capital  and  Aladdin
Gaming   and  must  state  that  coverage  (except  for   Workers
Compensation coverage) be carried primarily with respect  to  any
other policies carried by Aladdin Gaming and GE Capital and  such
insurance  shall name Aladdin Gaming and GE Capital as additional
insureds.  Such insurance shall continue in  force for  the  term
of  such  Ground Lease or Space Lease.  Prior to the commencement
of  any  such  Ground Lease or Space Lease, Aladdin Gaming  shall
obtain  and  forward  to  GE  Capital  proper  evidence  of  such
insurance from such ground lessees and Space Lessees.

     III.  General  Conditions.  The conditions set  forth  below
apply to Aladdin Gaming until the Obligations under the Operative
Documents are fully satisfied.

          a.    All  property,  cargo,  boiler  &  machinery  and
business  interruption/delay in opening insurance coverage  shall
be  on such form (including the form of the loss payable clauses)
as  shall be acceptable to GE Capital (which acceptance shall not
be unreasonably withheld).
          
          b.    Aladdin Gaming shall submit certified  copies  of
all  policies  received  pursuant to  the  requirements  of  this
Exhibit to GE Capital for its review and approval.
          
          c.     All   policies  wherein  GE  Capital   and   the
Participants  have  an  insurable  interest  shall   insure   the
interests  of GE Capital and the Participants as well as  Aladdin
Gaming  and  shall name GE Capital and Participants as additional
insureds, unless GE Capital and the Participants are named as  an
insured under the policy.
          
          d.   All policies covering the Collateral shall name GE
Capital as First Loss Payee/Mortgagee in accordance with CP 12 18
(06/95)  or  equivalent, Lender's Loss Payable  Endorsement,  and
shall  provide that any payment thereunder for any loss or damage
with respect to the Collateral shall be made to GE Capital.
          
          e.    Each  policy shall waive subrogation  against  GE
Capital and the Participants.

                                4

<PAGE>

          f.    Each  such  policy  shall provide  that  if  such
insurance is to be canceled, terminated or materially changed for
any  reason  whatsoever, the insurers (or their  representatives)
will  promptly notify Aladdin Gaming and GE Capital, and any such
cancellation, termination or change shall not be effective  until
sixty  (60) days (ten (10) days for nonpayment of premium)  after
receipt of such notice by GE Capital.
          
          g.    In the event that Aladdin Gaming fails to respond
in  a timely and appropriate manner (as reasonably determined  by
GE  Capital) to take any steps necessary or reasonably  requested
by  GE  Capital to collect from any insurers for any loss covered
by  any  insurance required to be maintained by  this  Annex,  GE
Capital  shall have the right to make all proofs of loss,  adjust
all  claims and/or receive all or any part of the proceeds of the
foregoing insurance policies, either in its own name or the  name
of  Aladdin Gaming; provided, however, that Aladdin Gaming shall,
upon  GE  Capital's request and at Aladdin Gaming's own cost  and
expense,  make  all  proofs  of loss and  take  all  other  steps
necessary  or reasonably requested by GE Capital to collect  from
insurers  for  any loss covered by any insurance required  to  be
obtained by this Annex.
          
          h.    On  or before December 30th of each year, Aladdin
Gaming  shall  furnish to GE Capital a certificate signed  by  an
Authorized   Representative  of  Aladdin  Gaming  or   authorized
insurance  representative, showing the insurance then  maintained
by  or  on  behalf of Aladdin Gaming pursuant to this  Annex  and
stating that such insurance complies in all material aspects with
the  terms hereof, together with a statement of the premiums then
due,  if  any.   In the event that at any time the  insurance  as
herein provided shall be reduced or cease to be maintained,  then
(without  limiting the rights of GE Capital hereunder in  respect
to the Event of Default which arises as a result of such failure)
GE  Capital  may  at  its option maintain the insurance  required
hereby and, for such event, Aladdin Gaming shall reimburse the GE
Capital  upon demand for the cost thereof together with  interest
thereon at a rate per annum equal to the Default Rate, but in  no
event  shall  the  rate  of  interest  exceed  the  maximum  rate
permitted by law.
          
          i.    In  the  event that any policy is  written  on  a
"claims-made"  basis  and  such policy  is  not  renewed  or  the
retroactive date of such policy is to be changed, Aladdin  Gaming
shall  obtain for each such policy or policies the broadest basic
and  supplemental  extended reporting period coverage  or  "tail"
reasonably available in the commercial insurance market for  each
such  policy or policies and shall provide GE Capital with  proof
that  such  basic  and  supplemental  extended  reporting  period
coverage or "tail" has been obtained.

                                5

<PAGE>

                             ANNEX D
                               to
                      FACILITIES AGREEMENT

                    Dated as of June 26, 1998


               [Executed Senior Credit Agreement]

                                
<PAGE>

                       DISCLOSURE SCHEDULE
                               to
                      FACILITIES AGREEMENT
                                
                    Dated as of June 26, 1998
                                
                                

ITEM 8(G) - LITIGATION
Reference is hereby made to the litigation discussed on  page  80
of the Registration Statement, attached hereto.

ITEM 8(H) - EXISTING SUBSIDIARIES
See attached organizational chart.

ITEM 8(J) - TAXES
There  exists  a  potential tax liability that  may  result  from
liabilities to which the land is subject exceeding the tax  basis
of the land, a liability which may be approximately $1,000,000.

ITEM 8(K) - EMPLOYEE BENEFIT PLANS
None

ITEM 8(L) - ENVIRONMENTAL MATTERS
None

ITEM 8(M) - INTELLECTUAL PROPERTY
The loss of the right to use the mark "Aladdin" would result in a
material  adverse effect in the financial condition,  operations,
assets,  business  or  properties of Aladdin  Gaming,  the  other
Aladdin Parties and LCNI.

ITEM 8(X) - LABOR DISPUTES
None

ITEM 8(AA) - LIST OF CURRENT INSURANCE COVERAGES
See attached summary.

ITEM 15(H) - AUTHORIZED SIGNATURES
Richard J. Goeglein
Ronald Dictrow
Cornelius Klerk
James McKennon

                                7