LAS VEGAS SANDS, INC. on
                                     AND on
                         VENETIAN CASINO RESORT, LLC on
                             LIMITED WAIVER UNDER on
                       TERM LOAN AND SECURITY AGREEMENT on




                    This LIMITED  WAIVER UNDER TERM LOAN AND SECURITY  AGREEMENT
(this  "Waiver")  is dated as of on December  31,  2001 and entered  into by and
among LAS VEGAS SANDS,  INC.  ("LVSI"),  a Nevada  corporation,  and on VENETIAN
CASINO RESORT,  LLC ("VCR"),  a Nevada limited liability  company,  as joint and
several  obligors  (each of LVSI and VCR, a "Borrower"  and,  collectively,  the
"Borrowers"),  GENERAL ELECTRIC CAPITAL CORPORATION,  as on administrative agent
(in such capacity,  the "Administrative  Agent") for the financial  institutions
party  to  on  the  Equipment  Loan  Agreement   hereinafter  referred  to  (the
"Lenders"), and the Lenders listed on the signature pages hereto and executing a
counterpart  hereof and is made with  reference to that certain Term Loan and on
Security  Agreement,  dated as of December 22, 1997, by and among the Borrowers,
the  Lenders,  the on  Administrative  Agent and  BancBoston  Leasing  Inc.,  as
Co-Agent, as amended by a Limited Waiver and First on Amendment to Term Loan and
Security  Agreement,  dated as of November 12, 1999, a Limited Waiver and Second
on Amendment to Term Loan and Security Agreement, dated June 13, 2000, a Limited
Waiver,  Consent and Third on  Amendment  to Term Loan and  Security  Agreement,
dated as of June  29,  2001 and a Fourth  Amendment  to Term  Loan and  Security
Agreement  (the  "Fourth  Amendment"),  dated as of  September  28,  2001 (as so
amended, the on "Equipment Loan Agreement"). Capitalized terms used herein which
are defined in the Equipment Loan Agreement and not otherwise defined herein are
used  herein  with  the  meanings  ascribed  to  them in the  Equipment  Loan on
Agreement.

                    WHEREAS,  the  Borrowers  have advised the Lenders that they
may not be in compliance with the minimum consolidated  adjusted EBITDA covenant
(section  6.9(c))  contained  in the  Equipment  Loan  Agreement  for the Fiscal
Quarter  ending  December 31, 2001 and the  Borrowers  have  requested  that the
Lenders agree to waive  compliance  with such  covenant for such Fiscal  Quarter
only;

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

          Section   1. LIMITED WAIVER

                    A. Subject to the terms and  conditions set forth herein and
in reliance on the on  representations  and  warranties of the Borrowers  herein
contained,  the Lenders  hereby waive,  for the Fiscal on Quarter  period ending
December 31, 2001,  compliance  with the provisions of subsection  6.9(c) of the
Equipment Loan Agreement.

                    B. Without  limiting the  generality  of the  provisions  of
section 11.3 of the Equipment Loan Agreement,  the waiver set forth herein shall
be  limited  precisely  as  written  and such  waiver  relates  on solely to the
noncompliance  of the Borrowers with the provisions of subsection  6.9(c) of the
Equipment Loan on Agreement 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 the Borrowers with respect to (i) subsection  6.9(c) of the Equipment on Loan
Agreement  in any other  instance  or for any other  Fiscal  Quarter or (ii) any
other term,  provision or on condition of the  Equipment  Loan  Agreement or any
other instrument or agreement referred to therein (whether on in connection with
this waiver of subsection  6.9(c) of the Equipment  Loan Agreement or otherwise)
or (b) on  prejudice  any right or remedy that the  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 Equipment  Loan Agreement or
any other instrument or agreement  referred to therein.  Except as expressly set
forth  herein,  the terms,  provisions  and  conditions  of the  Equipment  Loan
Agreement and the other Loan Documents shall remain in full force and effect and
in all on other respects are hereby ratified and confirmed.

          Section   2. CONDITIONS TO EFFECTIVENESS

                    Section 1 of this Waiver  shall become  effective  only upon
the satisfaction of all of the on following  conditions  precedent (or waiver of
any or all of the  conditions  precedent by the  Administrative  on Agent in its
sole  discretion)  (the date of satisfaction or wavier of such conditions  being
referred to herein as the "Waiver Effective Date"):

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

                                       1
<PAGE>

                    1. Copies of the organizational  documents of each Borrower,
          certified  by  the   Secretary  of  State  of  its   jurisdiction   of
          organization  or in lieu  thereof a  certificate,  dated the on Waiver
          Effective  Date, of the  secretary or an assistant  secretary of LVSI,
          acting  in its own  right on and as  managing  member  of VCR,  to the
          effect that such  organizational  documents  have not been on amended,
          modified  or  rescinded  since the date of the  Fourth  Amendment  and
          remain in full force and on effect;

                    2.  Signature  and  incumbency  certificates  of officers of
          LVSI, on behalf of on LVSI and as managing member of VCR.

                    B. The Administrative  Agent shall have received (i) for the
account of each of the on Lenders  executing a  counterpart  of this  Waiver,  a
one-time  non-refundable  fee in an amount equal to one on eighth of one percent
(0.125%) of the outstanding  principal  balance of the Basic Loan of such Lender
as  of  on  the  Waiver   Effective  Date  and  (ii)  for  its  own  account  as
Administrative Agent, a one-time non-refundable fee equal to $29,792.

                    C. The  Administrative  Agent shall have  received  from the
Borrowers a copy of a duly on executed  waiver of the covenant  contained in the
Section  7.6C.  of the Bank Credit  Agreement  for the Fiscal on Quarter  period
ending December 31, 2001,  duly executed by the Requisite  Lenders (as such term
is defined in on the Bank Credit  Agreement) and otherwise in form and substance
reasonably satisfactory to the Administrative Agent.

                    D. No Event of Default or Default  under (and as defined in)
the Equipment Loan on Agreement shall have occurred and be continuing.

                    E. 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 on not previously found
acceptable by the Administrative Agent, acting on behalf of the Lenders, and its
counsel  shall  be  reasonably   satisfactory  in  form  and  substance  to  the
Administrative  Agent and such counsel,  and the  Administrative  Agent and such
counsel shall have received all such  counterpart  originals or certified copies
of such documents as the Administrative Agent may reasonably request.

          Section   3. BORROWERS' REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Waiver, the
Borrowers represent and on warrant to each Lender that the following statements
are true, correct and complete:

                    A.  Corporate  Power and  Authority.  The Borrowers have all
requisite corporate power on and authority to enter into this Waiver.

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

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

                    D. Governmental  Consents. The execution and delivery by the
Borrowers  of this  Waiver do 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  the  on  Borrowers  and is the  legally  valid  and  binding
obligation  of the  Borrowers,  enforceable  against the Borrowers in accordance
with  its  terms,   except  as  may  be  limited  by   bankruptcy,   insolvency,
reorganization,  moratorium or similar laws relating to or affecting  creditors'
rights generally or by equitable principles relating to on enforceability.

                    F.  Incorporation  of  Representations  and Warranties  From
Equipment Loan Agreement.  on The  representations  and warranties  contained in
Section 3 of the Equipment Loan  Agreement are and will be on 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.

                                       2
<PAGE>

          Section   4. MISCELLANEOUS

                    A. Fees and  Expenses.  The Borrowers  acknowledge  that all
costs,  fees and expenses as described in subsection  11.4 of the Equipment Loan
Agreement incurred by the Agents and their respective on counsel with respect to
this Waiver and the documents and transactions  contemplated hereby shall be for
the on account of the Borrowers.

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

                    C.   Applicable   Law.   THIS  WAIVER  AND  THE  RIGHTS  AND
OBLIGATIONS  OF THE  PARTIES on  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 on STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                    D. Counterparts;  Effectiveness. This Waiver may be executed
in any number of on  counterparts  and by different  parties  hereto in separate
counterparts, each of which when so executed and on delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the on
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  (other than the
provisions  of  Section 1 hereof,  the  effectiveness  of which is  governed  by
Section 2 hereof)  shall become  effective  upon the  execution of a counterpart
hereof by each of the Borrowers,  the Administrative  Agent and on the Requisite
Lenders and the receipt by the Borrowers and the Administrative Agent of written
or  telephonic  notification  of such  execution and  authorization  of delivery
thereof.


                  [Remainder of page intentionally left blank]


                                       3
<PAGE>







                    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.


                  BORROWERS:

                           LAS VEGAS SANDS, INC.


                                 By:  /s/David Friedman
                                      ------------------------------------------
                                      Name: David Friedman
                                      Title: Secretary


                           VENETIAN CASINO RESORT, LLC

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


                                 By:  /s/David Friedman
                                      ------------------------------------------
                                      Name: David Friedman
                                      Title: Secretary


                  LENDERS:

                           GENERAL ELECTRIC CAPITAL CORPORATION,
                           as a Lender and as Administrative Agent


                                 By:  /s/Ann Naegle
                                      ------------------------------------------
                                      Name: Ann Naegle
                                      Title: Vice President


                           FLEET CAPITAL CORPORATION,
                           as a Lender


                                 By:  /s/Roberto Calvo
                                      ------------------------------------------
                                      Name: Roberto Calvo
                                      Title: Vice President




                                      S-1
<PAGE>




                           GMAC COMMERCIAL MORTGAGE CORPORATION,
                           as a Lender


                                 By:  /s/John Hopkins
                                      ------------------------------------------
                                      Name: John Hopkins
                                      Title: Vice President




                                      S-2