LIDO CASINO RESORT, LLC
                    LIMITED WAIVER REGARDING CREDIT AGREEMENT



                    This  LIMITED  WAIVER   REGARDING   CREDIT  AGREEMENT  (this
"Waiver")  is dated as of December  31, 2001 and entered  into by and among LIDO
CASINO  RESORT,  LLC,  a Nevada  limited  liability  company  ("Borrower"),  the
financial  institutions listed on the signature pages hereof ("Lenders") and THE
BANK OF NOVA SCOTIA ("Scotiabank"), as administrative agent for Lenders (in such
capacity,  the  "Administrative  Agent"),  and is made  with  reference  to that
certain Credit  Agreement,  dated as of October 19, 2001, by and among Borrower,
Lenders and  Administrative  Agent (the "Credit  Agreement").  Capitalized terms
used herein without  definition shall have the same meanings herein as set forth
in the Credit Agreement.

                                    RECITALS

                    WHEREAS, Borrower has advised Lenders that LVSI and Venetian
may not be in compliance with the Minimum Consolidated  Adjusted EBITDA covenant
in the LVSI/Venetian  Credit Agreement (the "EBITDA  Covenant") as of the Fiscal
Quarter ending December 31, 2001;

                    WHEREAS,  Borrower has further advised Lenders that LVSI and
Venetian  expect to obtain a waiver  from the  lenders  under the  LVSI/Venetian
Credit  Agreement of compliance  with the Minimum  Consolidated  Adjusted EBITDA
covenant in such agreement for the Fiscal Quarter ending December 31, 2001;

                    WHEREAS,  Borrower has requested that Lenders agree to waive
any Event of Default  under the Credit  Agreement  insofar as it arises from the
failure of LVSI and Venetian to comply with the EBITDA Covenant;

                    NOW,  THEREFORE,  in  consideration  of the premises and the
agreements,  provisions and covenants herein contained, the parties hereto agree
as follows:

Section 1.        LIMITED WAIVER

1.1      Waiver of Event of Default Regarding the EBITDA Covenant
---      --------------------------------------------------------

                    A. Subject to the terms and  conditions set forth herein and
in reliance on the  representations and warranties of Borrower herein contained,
Lenders  hereby  waive any Event of Default  under  Subsection  8.2(iii)  of the
Credit  Agreement  which arises solely from a breach by LVSI and Venetian of the
EBITDA Covenant for the Fiscal Quarter ending December 31, 2001.

                    B. Without  limiting the  generality  of the  provisions  of
subsection  10.6 of the Credit  Agreement,  the waiver set forth herein shall be
limited  precisely  as written to the extent such waiver  relates  solely to the
noncompliance  by LVSI and Venetian with the  provisions of the EBITDA  Covenant
for the Fiscal Quarter ending December 31, 2001, in the manner and to the extent
described  above, and nothing in this Waiver shall be deemed to (a) constitute a
waiver  of  compliance  by  LVSI  or  Venetian  under  subsection  7.6C  of  the
LVSI/Venetian Credit Agreement or otherwise or (b) prejudice any right or remedy
that Administrative  Agent or any Lender may now have (except to the extent such
right or remedy  was based  upon  existing  defaults  that will not exist  after
giving  effect to this Waiver) or may have in the future under or in  connection
with the Credit  Agreement  or any other  instrument  or  agreement  referred to
therein.  Except as  expressly  set forth  herein,  the  terms,  provisions  and
conditions of the Credit  Agreement and the other Loan Documents shall remain in
full  force and  effect  and in all  other  respects  are  hereby  ratified  and
confirmed.

Section 2.        CONDITIONS TO EFFECTIVENESS

                    This   Waiver   shall   become   effective   only  upon  the
satisfaction of all of the following  conditions  precedent (or waiver of any or
all  of the  conditions  precedent  by  the  Administrative  Agent  in its  sole
discretion)  (the  date of  satisfaction  or  waiver  of such  conditions  being
referred to herein as the "Waiver Effective Date"):


                    A. On or before the Waiver  Effective  Date,  Borrower shall
deliver to Lenders  (or to  Administrative  Agent for  Lenders  with  sufficient
originally executed copies, where appropriate,  for each Lender and its counsel)
the following, each, unless otherwise noted, dated the Waiver Effective Date:

                    1.  Resolutions  of the Board of Directors of LVSI approving
          and  authorizing  the  execution,  delivery  and  performance  of this
          Waiver,  certified as of the Waiver  Effective  Date by the  corporate
          secretary or an assistant secretary of LVSI as being in full force and
          effect without modification or amendment;

                    2. Signature and incumbency  certificates of the officers of
          LVSI executing this Waiver;

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                    3. Executed copies of this Waiver by all parties hereto; and

                    4.  Payment of a waiver  fee of  one-eighth  of one  percent
          (0.125%) of the  Commitments  and all others  costs and  expenses  due
          under the Credit Agreement.

                    B. Administrative  Agent shall have received from Borrower a
duly executed waiver  regarding the  LVSI/Venetian  Credit Agreement in form and
substance reasonably satisfactory to Administrative Agent.

                    C. No Event of Default or Potential  Event of Default  under
(and as defined in) the Credit  Agreement  shall have occurred and be continuing
or would result from the effectiveness of this Waiver.

                    D. On or before the Waiver Effective Date, all corporate and
other  proceedings  taken  or to be taken in  connection  with the  transactions
contemplated  hereby and all documents  incidental  thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be reasonably  satisfactory in form and substance to Administrative  Agent
and such counsel,  and Administrative Agent and such counsel shall have received
all  such  counterpart  originals  or  certified  copies  of such  documents  as
Administrative Agent may reasonably request.

Section 3.        BORROWER'S REPRESENTATIONS AND WARRANTIES

                    In order  to  induce  Lenders  to enter  into  this  Waiver,
Borrower  represents  and warrants to each Lender that the following  statements
are true, correct and complete:


                    A. Corporate Power and Authority. Borrower has all requisite
corporate power and authority to enter into this Waiver.

                    B.  Authorization of Agreements.  The execution and delivery
of this Waiver has been duly authorized by all necessary corporate action on the
part of Borrower.

                    C. No Conflict.  The  execution  and delivery by Borrower of
this Waiver does not and will not (i)  violate any  provision  of any law or any
governmental   rule  or  regulation   applicable  to  Borrower  or  any  of  its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Borrower
or any of its  Subsidiaries  or any  order,  judgment  or decree of any court or
other agency of government binding on Borrower or any of its Subsidiaries,  (ii)
conflict with,  result in a breach of or constitute (with due notice or lapse of
time or both) a default under any  Contractual  Obligation of Borrower or any of
its  Subsidiaries,  (iii) result in or require the creation or imposition of any
Lien  upon  any  of  the  properties  or  assets  of  Borrower  or  any  of  its
Subsidiaries,  or (iv) require any approval of  stockholders  or any approval or
consent of any Person under any Contractual Obligation of Borrower or any of its
Subsidiaries except for such violations,  conflicts,  approvals and consents the
failure of which to obtain could not  reasonably  be expected to have a Material
Adverse Effect.

                    D.  Governmental  Consents.  The  execution  and delivery by
Borrower of this Waiver  does not and will not  require any  registration  with,
consent  or  approval  of, or notice  to, or other  action  to,  with or by, any
federal, state or other governmental authority or regulatory body.

                    E. Binding  Obligation.  This Waiver has been duly  executed
and delivered by Borrower and when executed and  delivered,  will be the legally
valid and  binding  obligation  of  Borrower,  enforceable  against  Borrower in
accordance  with its respective  terms,  except as may be limited by bankruptcy,
insolvency,  reorganization,  moratorium or similar laws relating to or limiting
creditors'   rights   generally   or  by   equitable   principles   relating  to
enforceability.

                    F.  Incorporation  of  Representations  and Warranties  From
Credit Agreement.  The representations and warranties  contained in Section 5 of
the Credit Agreement are and will be true,  correct and complete in all material
respects  on and as of the Waiver  Effective  Date to the same  extent as though
made on and as of that  date,  except to the  extent  such  representations  and
warranties specifically relate to an earlier date, in which case they were true,
correct and complete in all material respects on and as of such earlier date.

Section 4.        MISCELLANEOUS

                    A.  Effect  on the  Credit  Agreement  and  the  Other  Loan
Documents.

                    (i)  Except as  specifically  amended  by this  Waiver,  the
          Credit  Agreement  and the other Loan  Documents  shall remain in full
          force and effect and are hereby ratified and confirmed.

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                    (ii) The execution,  delivery and performance of this Waiver
          shall not, except as expressly provided herein, constitute a waiver of
          any provision of, or operate as a waiver of any right, power or remedy
          of  Administrative  Agent or any Lender under, the Credit Agreement or
          any of the other Loan Documents.

                    B. Fees and Expenses.  Borrowers acknowledge that all costs,
fees and  expenses  as  described  in  subsection  10.2 of the Credit  Agreement
incurred by Administrative Agent and its counsel with respect to this Waiver and
the documents and transactions  contemplated  hereby shall be for the account of
Borrower.

                    C. Headings.  Section and subsection headings in this Waiver
are included herein for convenience of reference only and shall not constitute a
part of this Waiver for any other purpose or be given any substantive effect.

                    D.   Applicable   Law.   THIS  WAIVER  AND  THE  RIGHTS  AND
OBLIGATIONS  OF THE  PARTIES  HEREUNDER  SHALL  BE  GOVERNED  BY,  AND  SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                    E. Counterparts;  Effectiveness. This Waiver may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts,  each of which when so executed and  delivered  shall be deemed an
original,  but all such  counterparts  together shall constitute but one and the
same  instrument;  signature  pages  may  be  detached  from  multiple  separate
counterparts  and attached to a single  counterpart so that all signature  pages
are physically attached to the same document. This Waiver shall become effective
upon the execution of a counterpart  hereof by Borrower,  Requisite  Lenders and
each of the Loan Parties and receipt by the Company and Administrative  Agent of
written or  telephonic  notification  of such  execution  and  authorization  of
delivery thereof, and satisfaction of the conditions in Section 2 hereof.




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                    IN WITNESS  WHEREOF,  the  parties  hereto  have caused this
Waiver to be duly executed and delivered by their respective  officers thereunto
duly authorized as of the date first written above.


BORROWER:

                             LIDO CASINO RESORT, LLC,

                             By:      Lido Casino Resort Holding Company, LLC,
                                      as managing member


                             By:      Lido Intermediate Holding Company, LLC
                                      as managing member


                             By:      Venetian Casino Resort, LLC, as sole
                                      member


                             By:      Las Vegas Sands, Inc., its managing member


                             By:      /s/David Friedman
                                      ------------------------------------------
                                      Name:    David Friedman
                                      Title:   Assistant to the Chairman of the
                                               Board and Secretary

                             Notice Address:
                             3355 Las Vegas Boulevard, South, Room 1A
                             Las Vegas, Nevada  89109
                             Attention:  General Counsel
                             Telefax:  (702) 733-5499



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LENDERS:
                             THE BANK OF NOVA SCOTIA,
                             individually and as a Lender and as Administrative
                              Agent


                             By:      /s/Jim York
                                      ------------------------------------------
                                      Name:  Jim York
                                      Title: Managing Director & Office Hean



                                      Notice Address:

                                      The Bank of Nova Scotia

                                      580 California Street, Suite 2100

                                      San Francisco, California 94104

                                      Attention: Alan Pendergast

                                      Telefax: (415) 397-0791



                                      With a copy to:

                                      The Bank of Nova Scotia

                                      600 Peachtree Street, N.E.

                                      Atlanta, Georgia 30308

                                      Attention: Craig Subryan

                                      Telefax: (404) 888-8998



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