________________________________________



                      Warrant Registration Rights Agreement

                          Dated As of February 26, 1998

                                      among

                        Aladdin Gaming Enterprises, Inc.,

                                       and

                      Merrill Lynch, Pierce, Fenner & Smith
                                  Incorporated,

                     Credit Suisse First Boston Corporation,

                             CIBC Oppenheimer Corp.

                                       and

                        Scotia Capital Markets (USA) Inc.

                      ________________________________________




                      WARRANT REGISTRATION RIGHTS AGREEMENT

                  This Warrant Registration Rights Agreement (the "Agreement")
is made and entered into this 26th day of February, 1998, among Aladdin Gaming
Enterprises, Inc., a Nevada corporation ("Enterprises"), and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston Corporation,
CIBC Oppenheimer Corp. and Scotia Capital Markets (USA) Inc. (collectively, the
"Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement
dated February 18, 1998, among Aladdin Gaming Holdings, LLC ("Holdings"), a
Nevada limited-liability company, Aladdin Capital Corp., a Nevada corporation,
Enterprises, Aladdin Holdings, LLC, a Delaware limited liability company, the
Trust Under Article Sixth u/w/o Sigmund Sommer, London Clubs International, plc,
a United Kingdom public limited company, and the Initial Purchasers (the
"Purchase Agreement"), which provides for, among other things, the sale by
Enterprises to the Initial Purchasers of 2,215,000 Warrants (the "Warrants") to
purchase 2,215,000 shares of Class B non-voting Common Stock, no par value (the
"Common Stock"), of Enterprises. The Warrants have been issued pursuant to the
Warrant Agreement dated as of February 26, 1998, among Enterprises, Holdings and
State Street Bank and Trust Company, as warrant agent. In order to induce the
Initial Purchasers to enter into the Purchase Agreement, Enterprises has agreed
to provide to the Initial Purchasers and their direct and indirect transferees
the registration rights set forth in this Agreement. The execution of this
Agreement is a condition to the closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

                  1.       Definitions.

                  As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

                  "Agreement" shall have the meaning set forth in the preamble.

                  "Black Out Period" shall have the meaning set forth in Section
         2.2(b).

                  "Commission" shall mean the Securities and Exchange Commission
         or any successor agency or government body performing the functions
         currently performed by the United States Securities and Exchange
         Commission.

                  "Common Stock" shall have the meaning set forth in the 
         preamble.

                  "Company" shall mean Aladdin Gaming, LLC, a Nevada 
         limited-liability company.

                  "Depositary" shall mean The Depository Trust Company, or any
         other depositary appointed by Enterprises, provided, however, that such
         depositary must have an address in the Borough of Manhattan, in the
         City of New York.



                                       


                 "Enterprises" shall have the meaning set forth in the preamble.

                  "Exchange Act" shall mean the Securities Exchange Act of 19

                  34, as amended.

                  "Holder" shall mean a Person who owns Transfer Restricted
         Securities or has the right to acquire such Transfer Restricted
         Securities, whether or not such acquisition has actually been effected
         and disregarding any legal restrictions upon the exercise of such
         right.

                  "Holdings" shall have the meaning set forth in the preamble.

                  "Initial Purchasers" shall have the meaning set forth in the 
         preamble.

                  "IPO Entity" shall mean Enterprises, Holdings or another
         entity which controls the Company.

                  "Issue Date" shall mean February 26, 1998.

                  "Majority Holders" shall mean the Holders of a majority of the
         outstanding Transfer Restricted Securities; provided that whenever the
         consent or approval of Holders of a specified percentage of Transfer
         Restricted Securities is required hereunder, Transfer Restricted
         Securities held by Enterprises or any Affiliate (as defined in the
         Warrant Agreement) of Enterprises shall be disregarded in determining
         whether such consent or approval was given by the Holders of such
         required percentage amount.

                  "Participating Broker-Dealer" shall mean any of Merrill Lynch,
         Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
         Corporation, CIBC Oppenheimer Corp. and Scotia Capital Markets (USA)
         Inc. and any other broker-dealer which makes a market in the Securities
         or the Warrant Shares.

                  "Person" shall mean an individual, partnership (general or
         limited), corporation, limited liability company, trust or
         unincorporated organization, or a governmental agency or body or
         political subdivision thereof.

                  "Prospectus" shall mean the prospectus included in the Warrant
         Shelf Registration Statement, including any preliminary prospectus, and
         any such prospectus as amended or supplemented by any prospectus
         supplement, including any such prospectus supplement with respect to
         the terms of the offering of any portion of the Transfer Restricted
         Securities covered by the Warrant Shelf Registration Statement, and by
         all other amendments and supplements to a prospectus, including
         post-effective amendments, and in each case including all material
         incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble.

                  "Qualified Public Offering" shall have the meaning set forth
         in Section 2.1(c).


                                       2




                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by Enterprises with this
         Agreement, including without limitation: (i) all Commission, stock
         exchange or National Association of Securities Dealers, Inc. (the
         "NASD") registration and filing fees, including, if applicable, the
         fees and expenses of any "qualified independent underwriter" (and its
         counsel) that is required to be retained by any holder of Transfer
         Restricted Securities in accordance with the rules and regulations of
         the NASD, (ii) all fees and expenses incurred in connection with
         compliance with state securities or blue sky laws and compliance with
         the rules of the NASD (including reasonable fees and disbursements of
         counsel for any underwriters or Holders in connection with blue sky
         qualification of any of the Transfer Restricted Securities and any
         filings with the NASD), (iii) all expenses of any Persons in preparing
         or assisting in preparing, word processing, printing and distributing
         the Warrant Shelf Registration Statement, any Prospectus, any
         amendments or supplements thereto, any underwriting agreements,
         securities sales agreements and other documents relating to the
         performance of and compliance with this Agreement, except for such
         expenses incurred by Holders, underwriters or their respective counsel,
         (iv) all fees and expenses incurred in connection with the listing if
         any, of any of the Transfer Restricted Securities on any securities
         exchange or exchanges, (v) the fees and disbursements of counsel for
         Enterprises and of the independent public accountants of Enterprises,
         including the expenses of any special audits or "cold comfort" letters
         required by or incident to such performance and compliance, (vi) the
         fees and expenses of the Warrant Agent, but excluding, except as
         otherwise expressly provided in clauses (i) through (vi) above, (a) the
         fees and expenses of the Initial Purchasers in connection with the
         Warrant Shelf Registration, including fees and expenses of counsel of
         the Initial Purchasers in connection therewith and (b) underwriting
         discounts and commissions and transfer taxes, if any, relating to the
         sale or disposition of Transfer Restricted Securities by a Holder.

                  "Rule 144" shall mean Rule 144 promulgated under the
         Securities Act, as such Rule may be amended from time to time, or any
         similar rule (other than Rule 144A) or regulation hereafter adopted by
         the Commission providing for offers and sales of securities made in
         compliance therewith resulting in offers and sales by subsequent
         holders that are not affiliates of an issuer of such securities being
         free of the registration and prospectus delivery requirements of the
         Securities Act.

                  "Rule 144A" shall mean Rule 144A promulgated under the
         Securities Act, as such Rule may be amended from time to time, or any
         similar rule (other than Rule 144) or regulation hereafter adopted by
         the Commission.

                  "Securities" shall mean the Warrants and the Warrant Shares,
         collectively.

                  "Securities Act" shall mean the Securities Act of 1933, as
         amended.

                  "Transfer Restricted Securities" shall mean the Warrants,
         Warrant Shares, any securities issued to a holder of Warrants or
         Warrant Shares pursuant to the provisions of Section 11(m) of the
         Warrant Agreement (the "New Securities") and any other securities


                                       3



         issued or issuable with respect to the Warrants, Warrant Shares or New
         Securities by way of a stock dividend or stock split or in connection
         with a combination of shares, recapitalization, merger, consolidation
         or other reorganization; provided that a security shall cease to be a
         Transfer Restricted Security when it, as applicable, (i) has been
         effectively registered under the Securities Act and disposed of in
         accordance with the Warrant Shelf Registration Statement, (ii) is
         distributed to the public pursuant to Rule 144 or (iii) may be sold or
         transferred pursuant to Rule 144(k) (or any similar provisions then in
         force) under the Act or otherwise.

                  "Warrant Agent" shall mean the warrant agent with respect to
         the Securities under the Warrant Agreement.

                  "Warrant Agreement" shall mean the Warrant Agreement relating
         to the Securities dated as of February 26, 1998, between Enterprises,
         Holdings and State Street Bank and Trust Company, as warrant agent, as
         the same may be amended, supplemented, waived or otherwise modified
         from time to time in accordance with the terms thereof.

                  "Warrant Expiration Date" shall mean March 1, 2010.

                  "Warrant Shares" shall mean the shares of Common Stock
         delivered or deliverable upon exercise of the Warrants.

                  "Warrant Shelf Registration" shall mean a registration
         effected pursuant to Section 2.1 hereof.

                  "Warrant Shelf Registration Statement" shall mean a "shelf"
         registration statement of Enterprises pursuant to the provisions of
         Section 2.1 of this Agreement which covers all of the Transfer
         Restricted Securities on an appropriate form under Rule 415 under the
         Securities Act, or any similar rule that may be adopted by the
         Commission, and all amendments and supplements to such registration
         statement, including post-effective amendments, in each case including
         the Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

                  "Warrants" shall have the meaning set forth in the preamble.

                   2. Registration Under the Securities Act.

                   2.1. Warrant Shelf Registration. Enterprises shall, at its 
         cost:

                        (a) use its reasonable best efforts to file no later 
than 45 days after the Issue Date with the Commission the Warrant Shelf 
Registration Statement covering (i) the offer and sale of the Warrants and 
the Warrant Shares and (ii) the issuance of Warrant Shares upon the exercise 
of Warrants that were sold pursuant to the Warrant Shelf Registration 
Statement;

                                       4



                        (b) use its reasonable best efforts to cause such 
Warrant Shelf Registration Statement to be declared effective by the 
Commission on or prior to 150 days after the Issue Date; and

                        (c) subject to Section 2.2 hereof, use its reasonable 
best efforts to continuously maintain the effectiveness of the Warrant Shelf 
Registration Statement under the Securities Act in order to permit the 
Prospectus included therein to be lawfully delivered by Enterprises to the 
Holders offering and selling Warrants or Warrant Shares or exercising the 
Warrants until the earlier of (i) the date on which (x) there are no Warrants 
outstanding and (y) all Warrant Shares have been sold pursuant to the Warrant 
Shelf Registration Statement or pursuant to Rule 144 under the Securities Act 
and (ii) the consummation of a public offering of common stock registered 
under the Securities Act and resulting in proceeds of at least $50.0 million 
(a "Qualified Public Offering") of an IPO Entity other than Enterprises.

         2.2 Limitations, Conditions and Qualifications to Obligations Under
             Registration Covenants

         The obligations of Enterprises set forth in Section 2.1 hereof are
subject to each of the following limitations, conditions and qualifications:

                        (a) Subject to the next proviso of this paragraph, 
Enterprises shall be entitled to postpone, for a reasonable period of time, 
the filing or effectiveness of, or suspend the rights of any Holders to, 
directly or indirectly, sell, offer to sell, pledge, contract to sell, sell 
any option or contract to purchase any option or contract to sell or grant 
any option, right or warrant for the sale of the Warrants or the Warrant 
Shares pursuant to, the Warrant Shelf Registration Statement otherwise 
required to be prepared, filed and made and kept effective pursuant to 
Section 2.1 of this Agreement or otherwise; provided, however, that the 
duration of such postponement or suspension may not exceed 180 days after the 
date of the good faith determination of the Board of Directors of Enterprises 
that the filing or effectiveness of, or sales pursuant to, the Warrant Shelf 
Registration Statement would materially impede, delay or interfere with or 
affect the marketing of any material financing, offer or sale of securities, 
acquisition, corporate reorganization or other significant transaction 
involving Enterprises which material financing, offer or sale of securities, 
acquisition, corporate reorganization or other significant transaction is 
under active consideration at the time of such postponement or suspension; 
provided, however, that Enterprises shall not be entitled to such 
postponement or suspension more than twice in any 12-month period;

                        (b) Enterprises shall not be required to amend or 
supplement the Warrant Shelf Registration Statement filed pursuant to Section 
2.1 of this Agreement, any related prospectus or any document incorporated 
therein by reference, for a period (a "Black Out Period") not to exceed, for 
so long as this Agreement is in effect, an aggregate of 120 days in any 
calendar year, in the event that (i) the Board of Directors of Enterprises 
determines in good faith that sales pursuant to the Warrant Shelf 
Registration Statement would materially impede, delay or interfere with or 
affect the marketing of any material financing, offer or sale of securities, 
acquisition, corporate reorganization or other significant transaction 
involving Enterprises which 

                                       5



material financing, offer or sale of securities, acquisition, corporate
reorganization or other significant transaction is under active consideration at
the time of such postponement or suspension, (ii) an event occurs and is
continuing as a result of which the Warrant Shelf Registration Statement, any
related prospectus or any document incorporated therein by reference as then
amended or supplemented would, in the good faith judgment of the Board of
Directors of Enterprises, contain an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading or
(iii) the disclosure otherwise relates to a material business transaction which
has not yet been publicly disclosed; provided that no Black Out Period may be in
effect during the 60 days prior to the Warrant Expiration Date; and

                        (c) Enterprises' obligations shall be subject to the 
obligations of the Holders, which the Holders acknowledge, to furnish all 
information and materials required of such Holders and to take any and all 
actions required of such Holders as may be required under applicable federal 
and state securities laws and regulations to permit Enterprises to comply 
with all applicable requirements of the Commission and to obtain any 
acceleration of the effective date of the Warrant Shelf Registration 
Statement.

         2.3. Rule 144 and Rule 144A

         Enterprises covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder in a timely manner and, if at
any time Enterprises is not required to file such reports, it will, upon the
request of any Holder or beneficial owner of Transfer Restricted Securities,
make available such information necessary to permit sales pursuant to Rule 144A
under the Securities Act. Enterprises further covenants that it will take such
further reasonable action as any Holder of Transfer Restricted Securities may
reasonably request, to the extent required from time to time to enable such
Holder to sell Transfer Restricted Securities without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule
144(k) and Rule 144A under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
Commission (it being expressly understood that the foregoing shall not create
any obligation on the part of Enterprises to file periodic reports or other
reports under the Exchange Act at any time that it is not then required to file
such reports pursuant to the Exchange Act). Upon the written request of any
Holder of Transfer Restricted Securities, Enterprises will in a timely manner
deliver to such Holder a written statement as to whether it has complied with
such information requirements.

         3. "Market Stand-Off" Agreement

            (a) Each Holder hereby agrees that it shall not, to the extent 
requested by a managing underwriter of common stock or common equivalents of 
Enterprises, sell or otherwise transfer or dispose of any Transfer Restricted 
Securities of Enterprises then owned by such Holder (other than to donees or 
partners of the Holder who agree to be similarly bound) for up to 180 days 
following the date of the final Prospectus in connection with the Warrant 
Shelf Registration Statement filed under the Securities Act; provided, 
however, that such agreement (i)

                                       6



shall not be applicable to Transfer Restricted Securities sold pursuant to such
registration as part of that offering and (ii) shall only be applicable if the
managing underwriters request such agreement from each Holder.

            (b) In order to enforce the foregoing covenant, Enterprises shall 
have the right to impose stop transfer instructions with respect to the 
Transfer Restricted Securities until the end of such period. The provisions 
of this Section 3 shall be binding upon any transferee of any Transfer 
Restricted Securities.

         4. Registration Procedures. In connection with the obligations of
Enterprises with respect to the Warrant Shelf Registration Statement pursuant to
Sections 2.1 hereof, Enterprises shall, except as otherwise provided:

            (a) Use its reasonable best efforts to prepare and file with the 
Commission no later than 45 days after the Issue Date the Warrant Shelf 
Registration Statement as provided herein, on the appropriate form under the 
Securities Act, which form (i) shall be selected by Enterprises, (ii) shall 
be available for the sale of the Transfer Restricted Securities by the 
selling Holders thereof, (iii) shall comply as to form in all material 
respects with the requirements of the applicable form and include or 
incorporate by reference all financial statements required by the Commission 
to be filed therewith or incorporated by reference therein and (iv) shall 
comply in all material respects with the requirements of Regulation S-T under 
the Securities Act;

            (b) Use its reasonable best efforts to (i) prepare and file with 
the Commission such amendments and post-effective amendments to the Warrant 
Shelf Registration Statement as may be necessary to keep the Warrant Shelf 
Registration Statement continuously effective for the time period prescribed 
hereby; and (ii) cause the related Prospectus to be supplemented by any 
required prospectus supplement, and as so supplemented to be filed pursuant 
to Rule 424 (or any similar provisions then in force) promulgated under the 
Securities Act; and (iii) materially comply with the provisions of the 
Securities Act, the Exchange Act and the rules and regulations of the 
Commission promulgated thereunder applicable to it with respect to the 
Warrant Shelf Registration Statement as so amended or in such prospectus as 
so supplemented;

            (c) Upon receiving notice of any of the following events, notify 
promptly each Holder of Transfer Restricted Securities and the managing 
underwriter or underwriters, if any, and, if requested by such Holder, 
managing underwriter or underwriters, confirm such notice in writing promptly 
(i) when the Warrant Shelf Registration Statement or any post-effective 
amendment has become effective (including in such notice a written statement 
that any Holder may, upon request, obtain, without charge, one conformed copy 
of the Warrant Shelf Registration Statement or post-effective amendment 
including financial statements and schedules and exhibits), (ii) of any 
request by the Commission or any state securities authority for 
post-effective amendments and supplements to the Warrant Shelf Registration 
Statement and Prospectus or for additional information after the Warrant 
Shelf Registration Statement has become effective, (iii) of the issuance by 
the Commission or any state securities authority of any

                                       7



stop order suspending the effectiveness of the Warrant Shelf Registration
Statement or the initiation of any proceedings for that purpose, (iv) if at any
time when a prospectus is required by the Securities Act to be delivered in
connection with sales of the Transfer Restricted Securities, the representations
and warranties of Enterprises contained in any underwriting agreement,
securities sales agreement or other similar agreement, if any, relating to the
offering cease to be true and correct in all material respects, (v) of the
happening of any event or the discovery of any facts during the period the
Warrant Shelf Registration Statement is effective which makes any statement made
in such Warrant Shelf Registration Statement or the related Prospectus untrue in
any material respect or which requires the making of any changes in such Warrant
Shelf Registration Statement or Prospectus in order to make the statements
therein not misleading in any material respect, (vi) of the receipt by
Enterprises of any notification with respect to the suspension of the
qualification of the Transfer Restricted Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose and (vii) of any
determination by Enterprises that a post-effective amendment to such Warrant
Shelf Registration Statement would be appropriate;

            (d) Make commercially reasonable efforts to obtain the withdrawal 
of any order suspending the effectiveness of the Warrant Shelf Registration 
Statement as soon as reasonably practicable;

            (e) A reasonable time prior to filing the Warrant Shelf 
Registration Statement, any Prospectus forming a part thereof, any amendment 
to such Warrant Shelf Registration Statement or amendment or supplement to 
such Prospectus, make such changes in any such document prior to the filing 
thereof as the Initial Purchasers, the counsel to the Holders or the 
underwriter or underwriters reasonably request if Enterprises, acting 
reasonably and in good faith, deems such changes to be reasonable, and not 
file any such document in a form to which the Majority Holders, the Initial 
Purchasers on behalf of the Holders of Transfer Restricted Securities, 
counsel for the Holders of Transfer Restricted Securities or any underwriter 
shall not have previously been advised and furnished a copy of or to which 
the Majority Holders, the Initial Purchasers on behalf of the Holders of 
Transfer Restricted Securities, counsel to the Holders of Transfer Restricted 
Securities or any underwriter shall reasonably object if Enterprises, acting 
reasonably and in good faith, deems such objection to be reasonable, and make 
the representatives of Enterprises available for discussion of such document 
as shall be reasonably requested by the Holders of Transfer Restricted 
Securities, the Initial Purchasers on behalf of such Holders, counsel for the 
Holders of Transfer Restricted Securities or any underwriter;

            (f) Furnish to each Holder of Transfer Restricted Securities who 
so requests and to counsel for the Holders of Transfer Restricted Securities 
and each managing underwriter, if any, without charge, upon written request, 
one conformed copy of the Warrant Shelf Registration Statement and each 
post-effective amendment thereto, including financial statements and 
schedules, and, if requested, of all documents incorporated or deemed to be 
incorporated therein by reference and all exhibits (including exhibits 
incorporated by reference);

                                       8




            (g) Deliver to each Holder of Transfer Restricted Securities, 
their counsel and each underwriter, if any, without charge, a reasonable 
number of copies of each Prospectus (including each form of prospectus) and 
each amendment or supplement thereto as such Persons may reasonably request; 
and, subject to the last paragraph of this Section 4, Enterprises consents to 
the use of such Prospectus and each amendment or supplement thereto by each 
of the Holders of Transfer Restricted Securities and the underwriter or 
underwriters or agents, if any, in connection with the offering and sale of 
the Transfer Restricted Securities covered by such Prospectus and any 
amendment or supplement thereto.

            (h) Use its reasonable best efforts to register or qualify the 
Transfer Restricted Securities under all applicable state securities or "blue 
sky" laws of such jurisdictions within the United States as any Holder of 
Transfer Restricted Securities covered by the Warrant Shelf Registration and, 
each underwriter of an underwritten offering of Transfer Restricted 
Securities shall reasonably request in writing a reasonable period of time 
prior to the time the Warrant Shelf Registration Statement is declared 
effective by the Commission, and do any and all other acts and things which 
may be reasonably necessary or advisable to enable any such Holder or 
underwriter to consummate the disposition in each such jurisdiction of such 
Transfer Restricted Securities during the period the Warrant Shelf 
Registration Statement is required to remain effective pursuant to Section 
2.1 hereof; provided, however, that Enterprises shall not be required to (i) 
qualify as a foreign corporation or as a dealer in securities in any 
jurisdiction where they would not otherwise be required to qualify but for 
this Section 4(h), or (ii) take any action which would subject them to 
general service of process or taxation in any such jurisdiction where it is 
not then so subject;

            (i) Cooperate with the Holders of Transfer Restricted Securities 
and the managing underwriter or underwriters, if any, to facilitate the 
timely preparation and delivery of certificates representing Transfer 
Restricted Securities to be sold, which certificates shall not bear any 
restrictive legends whatsoever and shall be in a form eligible for deposit 
with The Depository Trust Company ("DTC"); and enable such Transfer 
Restricted Securities to be in such denominations and registered in such 
names as the managing underwriter or underwriters, if any, or Holders may 
reasonably request at least three business days prior to any sale of Transfer 
Restricted Securities in a firm commitment underwritten public offering;

            (j) Pay all Registration Expenses in connection with the 
registration requested pursuant to Section 2.1 hereof. Each Holder of 
Transfer Restricted Securities shall pay all underwriting discounts and 
commissions and transfer taxes, if any, relating to, and all fees and other 
costs of counsel in connection with, the sale or disposition of such Holder's 
Transfer Restricted Securities pursuant to the Warrant Shelf Registration 
Statement;

            (k) Upon the occurrence of any event contemplated by Section 
4(c)(v) or 4(c)(vi) above, as promptly as practicable, use its reasonable 
best efforts to prepare a supplement or post-effective amendment to the 
Warrant Shelf Registration Statement or a supplement to the related 
Prospectus or any document incorporated or deemed to be incorporated therein 
by reference, and, subject to Section 4(a) hereof, file such with the 
Commission so that, as thereafter delivered to the purchasers of Transfer 
Restricted Securities being sold thereunder, 

                                       9



such Prospectus will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;

            (l) Not later than the effective date of the Warrant Shelf 
Registration Statement, (i) provide the registrar for the Transfer Restricted 
Securities with certificates for such securities in a form eligible for 
deposit with DTC and (ii) provide a CUSIP number for such securities;

            (m) Enter into an underwriting agreement in form, scope and 
substance as is customary in underwritten offerings and take all such other 
actions as are reasonably requested by the managing underwriter or 
underwriters in order to expedite or facilitate the registration or 
disposition of such Transfer Restricted Securities in any underwritten 
offering to be made of the Transfer Restricted Securities in accordance with 
this Agreement, and in such connection, if requested by any Holder of 
Transfer Restricted Securities or underwriter, (i) make such representations 
and warranties to the Holders of such Transfer Restricted Securities and the 
underwriters, if any, in form, substance and scope as are customarily made by 
issuers to underwriters in similar underwritten offerings and as may be 
reasonably requested by them; (ii) obtain opinions of counsel reasonably 
satisfactory to the managing underwriters, if any, and the Majority Holders, 
covering (x) the matters and subject to the qualifications and exceptions 
customarily received by such managing underwriters requested in connection 
with a warrant shelf registration statement and (y) such other matters as may 
be reasonably requested by the managing underwriters, if any, or the Majority 
Holders; (iii) obtain "cold comfort" letters and updates thereof from 
Enterprises' independent certified public accountants (and, if necessary, 
independent certified public accountants of London Clubs, the Trust, any 
subsidiary of the Enterprises, London Clubs or the Trust or of any business 
acquired by Enterprises for which financial statements are, or are required 
to be, included in the Warrant Shelf Registration Statement) addressed to the 
underwriters, if any, and use reasonable efforts to have such letter 
addressed to the selling Holders of Transfer Restricted Securities (to the 
extent consistent with Statement on Auditing Standards No. 72 of the American 
Institute of Certified Public Accounts), such letters to be in customary form 
and covering matters of the type customarily covered in "cold comfort" 
letters to underwriters in connection with similar underwritten offerings; 
(iv) enter into a securities sales agreement with the Holders and an agent of 
the Holders providing for, among other things, the appointment of such agent 
for the selling Holders for the purpose of soliciting purchases of Transfer 
Restricted Securities, which agreement shall be in form, substance and scope 
customary for similar offerings; (v) if an underwriting agreement is entered 
into, cause it to set forth indemnification provisions and procedures 
substantially equivalent to the indemnification provisions and procedures set 
forth in Section 5 hereof with respect to the underwriters and all other 
parties to be indemnified pursuant to said Section or, at the request of any 
underwriters, in the form customarily provided to such underwriters in 
similar types of transactions; and (vi) deliver such documents and 
certificates as may be reasonably requested and as are customarily delivered 
in similar offerings to the Holders of a majority in number of the Transfer 
Restricted Securities being sold and the managing underwriters, if any.

                                       10




The obligations of Enterprises under this paragraph (m) are subject to the
Holders and underwriters providing representations, warranties and
indemnifications customarily provided by such persons under such agreements, and
the Holders entering into custody agreements and powers of attorney containing
the representations, warranties and indemnifications customarily provided by
such persons in connection with secondary offerings of securities.

            (n) Make available for inspection by representatives of the 
Holders of Transfer Restricted Securities, any underwriters participating in 
any such disposition pursuant to the Warrant Shelf Registration Statement, 
any Participating Broker-Dealer and any counsel or accountant retained by any 
of the foregoing (collectively, the "Inspectors"), all financial and other 
records, pertinent corporate documents and properties of Enterprises 
reasonably necessary to the Inspectors to enable them to conduct any due 
diligence as is customary, and cause the officers, directors and employees of 
Enterprises to supply all information in each case reasonably requested by 
the Inspectors in connection therewith, and make such representatives of 
Enterprises available for discussion of such documents as shall be reasonably 
requested by the Initial Purchasers in connection therewith; provided, that 
records which Enterprises determines, in good faith, to be confidential and 
which Enterprises notifies the Inspectors are confidential shall not be 
disclosed by the Inspector unless (i) the disclosure of such records shall be 
necessary to avoid or correct a material misstatement or omission in the 
Warrant Shelf Registration Statement, (ii) the release of such records is 
ordered pursuant to a subpoena or other order from a court of competent 
jurisdiction or is otherwise required by law or (iii) the information 
contained in such records has been made generally available to the public 
(other than by a breach of these provisions by the Inspectors or any of their 
officers, employees or agents). Each Holder and each such Participating 
Broker-Dealer will be required to agree in writing that any such confidential 
information shall not be disclosed other than pursuant to clauses (i), (ii) 
or (iii) of the previous sentence;

            (o) otherwise materially comply with all material applicable 
rules and regulations of the Commission and make available to their security 
holders, as soon as reasonably practicable, an earnings statement covering at 
least 12 months which shall satisfy the provisions of Section 11(a) of the 
1933 Act and Rule 158 thereunder (i) commencing at the end of any fiscal 
quarter in which Transfer Restricted Securities are sold to an underwriter or 
to underwriters in a firm commitment or best efforts underwritten offering 
and (ii) if not sold to an underwriter or to underwriters in such an 
offering, commencing on the first day of the first fiscal quarter of 
Enterprises after the effective date of the Warrant Shelf Registration 
Statement, which statements shall cover such 12-month periods;

            (p) Use commercially reasonable efforts to cause all Transfer 
Restricted Securities to be listed on any securities exchange on which 
similar equity securities issued by Enterprises are then listed if requested 
by the Majority Holders, or if requested by the underwriter or underwriters 
of an underwritten offering of Transfer Restricted Securities, if any, on 
which similar securities issued by Enterprises as applicable, are then listed;

            (q) Cooperate with the Holders of Transfer Restricted Securities 
to facilitate the timely preparation and delivery of certificates 
representing Transfer Restricted 

                                       11



Securities to be sold and not bearing any restrictive legends and registered in
such names as the Holders may reasonably request at least two business days
prior to the closing of any sale of Transfer Restricted Securities.

         Enterprises may require each seller of Transfer Restricted Securities
as to which a registration is being effected to furnish to Enterprises such
information regarding such seller as may be required by the staff of the
Commission to be included in the Warrant Shelf Registration Statement and
Enterprises may exclude from such registration the Transfer Restricted
Securities of any seller who fails to furnish such information within a
reasonable time (which amount of reasonable time shall be reasonably determined
by Enterprises); provided, that Enterprises shall provide written notice to any
such seller of any such request.

         Each Holder agrees that, upon receipt of any notice from Enterprises of
the happening of any event or the discovery of any facts, each of the kind
described in Section 4(c)(ii), 4(c)(iv), 4(c)(v), or 4(c)(vi) hereof, such
Holder will forthwith discontinue disposition of such Transfer Restricted
Securities pursuant to the Warrant Shelf Registration Statement or Prospectus
until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 4(k) hereof), and, if so directed by
Enterprises, such Holder will deliver to Enterprises (at its expense) all copies
in such Holder's possession, other than permanent file copies, then in such
Holder's possession of the Prospectus covering such Transfer Restricted
Securities current at the time of receipt of such notice.

         No Holder may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements, custody agreements and other documents required under the terms of
such underwriting agreements.

                  5.       Indemnification; Contribution

                        (a) Enterprises agrees to indemnify and hold harmless 
each Initial Purchaser, each Holder, each Participating Broker-Dealer, each 
Person who participates as an underwriter (any such Person being an 
"Underwriter") and each Person, if any, who controls any Holder or 
Underwriter within the meaning of Section 15 of the Securities Act or Section 
15 of the Exchange Act as follows:

                           (i) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, arising out of any
                  untrue statement or alleged untrue statement of a material
                  fact contained in any Warrant Shelf Registration Statement (or
                  any amendment or supplement thereto) pursuant to which
                  Transfer Restricted Securities were registered under the
                  Securities Act, including all documents incorporated therein
                  by reference, or the omission or alleged omission therefrom of
                  a material fact required to be stated therein or necessary to
                  make the statements therein, in light of the circumstances
                  under which they were made, not 


                                       12



                  misleading, or arising out of any untrue statement or alleged
                  untrue statement of a material fact contained in any
                  Prospectus (or any amendment or supplement thereto) or the
                  omission or alleged omission therefrom of a material fact
                  necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading;

                           (ii) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, to the extent of
                  the aggregate amount paid in settlement of any litigation, or
                  any investigation or proceeding by any governmental agency or
                  body, commenced or threatened, or of any claim whatsoever
                  based upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission; provided that (subject
                  to Section 5(d) below) any such settlement is effected with
                  the written consent of Enterprises; and

                           (iii) against any and all expense whatsoever, as
                  incurred (including the fees and disbursements of counsel
                  chosen by any indemnified party), reasonably incurred in
                  investigating, preparing or defending against any litigation,
                  or any investigation or proceeding by any governmental agency
                  or body, commenced or threatened, or any claim whatsoever
                  based upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission, to the extent that any
                  such expense is not paid under subparagraph (i) or (ii) above;

         provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to
Enterprises by the Holders, Initial Purchaser, Participating Broker-Dealer or
Underwriter expressly for use in the Warrant Shelf Registration Statement (or
any amendment thereto) or any Prospectus (or any amendment or supplement
thereto). The foregoing indemnity with respect to any untrue statement contained
in or any omission from any preliminary Prospectus shall not inure to the
benefit to any Holder, Initial Purchaser, Participating Broker-Dealer or
Underwriter (or any person controlling any such person) from whom the person
asserting such loss, liability, claim, damage or expense purchased Securities
that are the subject thereof if (i) the untrue statement or omission contained
in such preliminary Prospectus (excluding documents incorporated by reference)
was corrected; (ii) such person was not sent or given a copy of the final
Prospectus (excluding documents incorporated by reference) which corrected the
untrue statement or omission at or prior to the written confirmation of the sale
of such Securities to such person; and (iii) Enterprises satisfied its
obligation pursuant to Section 4 of this Agreement to provide a sufficient
number of copies of the final Prospectus to the Holder, Initial Purchaser,
Participating Broker-Dealer or Underwriter.

                        (b) Each Holder, Initial Purchaser, Participating 
Broker-Dealer and Underwriter severally, but not jointly, agrees to indemnify 
and hold harmless Enterprises, the Initial Purchasers, the Participating 
Broker-Dealers, each Underwriter and the other selling Holders, and each of 
their respective directors and officers, and each Person, if any, who 
controls Enterprises, the Initial Purchasers, the Participating 
Broker-Dealers, any Underwriter or any

                                       13



other selling Holder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, against any and all loss, liability, claim,
damage and expense described in the indemnity contained in Section 5(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Warrant Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information with respect to such Holder, Initial Purchaser, Participating
Broker-Dealer or Underwriter furnished to Enterprises by such Holder, Initial
Purchaser, Participating Broker-Dealer or Underwriter expressly for use in the
Warrant Shelf Registration Statement (or any amendment thereto) or such
Prospectus (or any amendment or supplement thereto); provided, however, that no
such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter shall
be liable for any claims hereunder in excess of the amount of net proceeds
received by such Holder, Initial Purchaser, Participating Broker-Dealer or
Underwriter from the sale of Transfer Restricted Securities pursuant to such
Warrant Shelf Registration Statement.

                        (c) Each indemnified party shall give notice as 
promptly as reasonably practicable to each indemnifying party of any action 
or proceeding commenced against it in respect of which indemnity may be 
sought hereunder, but failure so to notify an indemnifying party shall not 
relieve such indemnifying party from any liability hereunder to the extent it 
is not materially prejudiced as a result thereof and in any event shall not 
relieve it from any liability which it may have otherwise than on account of 
this indemnity agreement. An indemnifying party may participate at its own 
expense in the defense of such action; provided, however, that counsel to the 
indemnifying party shall not (except with the consent of the indemnified 
party) also be counsel to the indemnified party. In no event shall the 
indemnifying party or parties be liable for the fees and expenses of more 
than one counsel (in addition to any local counsel) separate from their own 
counsel for all indemnified parties in connection with any one action or 
separate but similar or related actions in the same jurisdiction arising out 
of the same general allegations or circumstances. No indemnifying party 
shall, without the prior written consent of the indemnified parties, settle 
or compromise or consent to the entry of any judgment with respect to any 
litigation, or any investigation or proceeding by any governmental agency or 
body, commenced or threatened, or any claim whatsoever in respect of which 
indemnification or contribution could be sought under this Section 5 (whether 
or not the indemnified parties are actual or potential parties thereto), 
unless such settlement, compromise or consent (i) includes an unconditional 
release of each indemnified party from all liability arising out of such 
litigation, investigation, proceeding 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 any indemnified party.

                        (d) If at any time an indemnified party shall have 
requested an indemnifying party to reimburse the indemnified party for fees 
and expenses of counsel, such indemnifying party agrees that it shall be 
liable for any settlement of the nature contemplated by Section 5(a)(ii) 
effected without its written consent if (i) such settlement is entered into 
more than 45 days after receipt by such indemnifying party of the aforesaid 
request, (ii) such indemnifying party shall have received notice of the terms 
of such settlement at least 30 days prior to such settlement being entered 
into and (iii) such indemnifying party shall not have 

                                       14



reimbursed such indemnified party in accordance with such request prior to the
date of such settlement. Notwithstanding the immediately preceding sentence, if
at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, an
indemnifying party shall not liable for any settlement of the nature
contemplated by Section 5 (a) (ii) effected without its consent if such
indemnifying party (i) reimburses such indemnified party in accordance with such
request to the extent that it considers such request to be reasonable and (ii)
provides written notice to the indemnified party substantiating the unpaid
balance as unreasonable, in each case prior to date of such settlement.

                        (e) If the indemnification provided for in this 
Section 5 is for any reason unavailable to or insufficient to hold harmless 
an indemnified party in respect of any losses, liabilities, claims, damages 
or expenses referred to therein, then each indemnifying party shall 
contribute to the aggregate amount of such losses, liabilities, claims, 
damages and expenses incurred by such indemnified party, as incurred, in such 
proportion as is appropriate to reflect the relative fault of Enterprises on 
the one hand and the Holders and the Underwriters on the other hand in 
connection with the statements or omissions which resulted in such losses, 
liabilities, claims, damages or expenses, as well as any other relevant 
equitable considerations.

         The relative fault of Enterprises on the one hand and the Holders and
the Underwriters on the other hand shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by Enterprises, the Holders or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

         Enterprises and the Initial Purchasers agree that it would not be 
just and equitable if contribution pursuant to this Section 5 were determined 
by pro rata allocation (even if the Initial Purchasers were treated as one 
entity for such purpose) or by any other method of allocation which does not 
take account of the equitable considerations referred to above in this 
Section 5. The aggregate amount of losses, liabilities, claims, damages and 
expenses incurred by an indemnified party and referred to above in this 
Section 5 shall be deemed to include any legal or other expenses reasonably 
incurred by such indemnified party in investigating, preparing or defending 
against any litigation, or any investigation or proceeding by any 
governmental agency or body, commenced or threatened, or any claim whatsoever 
based upon any such untrue or alleged untrue statement or omission or alleged 
omission.

         Notwithstanding the provisions of this Section 5, no Underwriter 
shall be required to contribute any amount in excess of the amount by which 
the total price at which the Securities sold by it were offered exceeds the 
amount of any damages which such Underwriter has otherwise been required to 
pay by reason of such untrue or alleged untrue statement or omission or 
alleged omission.

         No Person guilty of fraudulent misrepresentation (within the meaning 
of Section 11(f) of the Securities Act) shall be entitled to contribution 
from any Person who was not guilty of such fraudulent misrepresentation.

                                       15



         For purposes of this Section 5, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as such Initial Purchaser or Holder, and each manager or director of
Enterprises, and each Person, if any, who controls Enterprises within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as Enterprises. The Initial
Purchasers' respective obligations to contribute pursuant to this Section 5 are
several in proportion to the principal amount of Securities set forth opposite
their respective names in Schedule A to the Purchase Agreement and not joint.

         6. Assumption of Obligations. Enterprises hereby covenants to cause (i)
any entity that enters into a supplemental Warrant Agreement pursuant to the
terms of Section 11(m) of the Warrant Agreement to enter into a supplemental
Warrant Registration Rights Agreement providing that such entity shall, with
respect to any securities issued to holders of the Warrants or the Warrant
Shares pursuant to such supplemental Warrant Agreement, assume all of the rights
and obligations of Enterprises with respect to the Warrants and Warrant Shares
under this Agreement and (ii) any other entity that issues any securities to the
holders of the Warrants or the Warrant Shares pursuant to the terms of the
Equity Participation Agreement to, with respect to all such securities, assume
all of the rights and obligations of Enterprises with respect to the Warrants
and Warrant Shares under this Agreement; provided that Enterprises shall cause
any such entity to (i) cause to become effective under the Securities Act, to
the extent legally possible, immediately prior to the execution of such
supplemental Warrant Agreement or the consummation of the issuance of the
securities described in clause (ii) above, a shelf registration statement
covering (a) the offer and sale of the securities issued to holders of the
Warrants and the Warrant Shares pursuant to such supplemental Warrant Agreement,
(b) the offer and sale of the securities issued to holders of the Warrants and
the Warrant Shares pursuant to clause (ii) above and (c) the issuance of any
securities issuable upon the exercise thereof that were sold pursuant to any
such shelf registration statement and (ii) maintain, on the same terms and
conditions as Enterprises is required to under this Agreement, the effectiveness
of any such shelf registration statement under the Securities Act in order to
permit the Prospectus included therein to be lawfully delivered by the relevant
entity to the Holders offering and selling Warrants or Warrant Shares or
exercising the Warrants until the earlier of (i) the date on which (x) there are
no Warrants outstanding and (y) all Warrant Shares have been sold pursuant to
the Warrant Shelf Registration Statement or pursuant to Rule 144 under the
Securities Act and (ii) the consummation of a Qualified Public Offering of an
IPO Entity other than Enterprises. Upon the execution of a supplemental Warrant
Registration Rights Agreement, the successor company shall mail to holders of
Warrants a notice describing the supplemental Warrant Registration Rights
Agreement.

         7. Miscellaneous

         7.1. No Inconsistent Agreements. Enterprises has not entered into and,
after the date of this Agreement, will not enter into any agreement which is
inconsistent with the rights


                                       16



granted to the Holders of Transfer Restricted Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not and will not for the term of this Agreement in any way
conflict with the rights granted to the holders of other issued and outstanding
securities of Enterprises under any such agreements.

         7.2. Amendments and Waivers. The provisions of this Agreement including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless Enterprises has obtained the written consent of Holders of at least
a majority in aggregate principal amount of the outstanding Transfer Restricted
Securities affected by such amendment, modification, supplement, waiver or
departure.

         7.3. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
Enterprises by means of a notice given in accordance with the provisions of this
Section 7.3, which address initially is the address set forth in the Purchase
Agreement with respect to the Initial Purchasers, with a copy to Latham &
Watkins, 633 West Fifth Street, Suite 4000, Los Angeles, California 90071-2007,
Attention: Pamela B. Kelly, Esq.; and (b) if to Enterprises, initially at
Enterprises' address set forth in the Purchase Agreement, and thereafter at such
other address of which notice is given in accordance with the provisions of this
Section 7.3, with a copy to Skadden, Arps, Slate, Meagher & Flom L.L.P., 919
Third Avenue, New York, New York, Attention: Wallace L. Schwartz, Esq.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and on the next
business day if timely delivered to an air courier guaranteeing overnight
delivery.

         Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Warrant Agent under
the Warrant Agreement, at the address specified in such Warrant Agreement.

         7.4. Successor and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Transfer
Restricted Securities in violation of the terms of the Purchase Agreement or the
Warrant Agreement. If any transferee of any Holder shall acquire Transfer
Restricted Securities, in any manner, whether by operation of law or otherwise,
such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities
such person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement, including the



                                       17



restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such person shall be entitled to receive the benefits
hereof.

         7.5. Third Party Beneficiaries. The Initial Purchasers (even if the
Initial Purchasers are not Holders of Transfer Restricted Securities) shall be
third party beneficiaries to the agreements made hereunder between Enterprises,
on the one hand, and the Holders, on the other hand, and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder. Each Holder of Transfer Restricted Securities shall be a third party
beneficiary to the agreements made hereunder between Enterprises, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder.

         7.6. Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers and the Holders, Enterprises acknowledges that any
failure by Enterprises to comply with its obligations under Section 2.1 hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which monetary damages would not be adequate, that it would not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce Enterprises' obligations under
Section 2.1.

         7.7. Restriction on Resales. Until the expiration of two years after
the original issuance of the Securities, Enterprises will not, and will cause
its "affiliates" (as such term is defined in Rule 144(a)(1) under the Securities
Act) to not, resell any Securities which are "restricted securities" (as such
term is defined under Rule 144(a)(3) under the Securities Act) that have been
reacquired by any of them and shall immediately upon any purchase of any such
Securities submit such Securities to the Warrant Agent for cancellation.

         7.8. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         7.9. Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         7.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

         7.11. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.



                                       18



         7.12. Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by Enterprises with respect to
the Securities sold pursuant to the Purchase Agreement. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.


                                       19





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


                                                ALADDIN GAMING ENTERPRISES, INC.

                                                By: /s/ Jack Sommer
                                                   ------------------------
                                                Name:  Jack Sommer
                                                Title: President

Confirmed and accepted as
  of the date first above

  written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
                  INCORPORATED

CREDIT SUISSE FIRST BOSTON CORPORATION
CIBC OPPENHEIMER CORP.
SCOTIA CAPITAL MARKETS (USA) INC.

BY: MERRILL LYNCH, PIERCE, FENNER & SMITH
                  INCORPORATED

By: /s/ Gregory Margolies
   ----------------------------
Name:  Gregory Margolies
Title: Authorized Signatory

As representative of the several Initial Purchasers.