<PAGE>

                                   EXHIBIT 4.5

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                              FADAA LIMITED WAIVER

     This FADAA LIMITED WAIVER (this  "Limited  Waiver") is dated as of November
12,  1999 and is  entered  into in  relation  to that  certain  Funding  Agents'
Disbursement  and  Administration  Agreement  dated as of November  14, 1997 (as
amended  from time to time,  the  "FADAA") by and among Las Vegas  Sands,  Inc.,
("LVSI"),  Venetian  Casino  Resort,  LLC  ("VCR"),  and Grand  Canal Shops Mall
Construction,  LLC  ("GCCLLC"  and  collectively,  the  "Company"),  Sheldon  G.
Adelson, The Bank of Nova Scotia, as the Bank Agent (in such capacity, the "Bank
Agent"), First Trust National Association,  as Mortgage Notes Indenture Trustee,
Salomon Brothers Realty Corp. ("SBRC"), successor-in-interest to GMAC Commercial
Mortgage Corporation  ("GMACCM"),  as the Interim Mall Lender,  Atlantic-Pacific
Las  Vegas,  LLC,  as the  HVAC  Provider,  and  the  Bank of  Nova  Scotia,  as
Disbursement Agent (in such capacity, the "Disbursement Agent"). All capitalized
terms not otherwise  defined herein shall have the meaning  ascribed  thereto in
the FADAA. This agreement shall constitute a Limited Waiver,  which shall be (i)
limited in all respects  precisely as set forth below, (ii) shall be conditioned
upon  satisfaction  of each of the  conditions set forth in Section 4 hereof and
(iii) shall constitute an agreement of the parties executing this document as to
the agreements set forth herein.

                                    RECITALS

     WHEREAS,  Disbursement  Agent and the Funding  Agents  believe that certain
Events of Default and  Potential  Events of Default,  as set forth on Schedule 1
hereto, exist as of the date hereof;

     WHEREAS,  pursuant to Section 4.4 of the Intercreditor  Agreement, the Bank
Agent and the Interim Mall Lender may waive defaults under the FADAA without the
consent of the other Credit Parties;

     WHEREAS,  pursuant to Section 1.1(e) of that certain  Consent and Agreement
(HVAC  Agreements)  (the "HVAC  Consent") dated November 14, 1997 by and between
the HVAC  Provider and VCR, the Bank Agent and the Interim Mall Lender may waive
defaults under the FADAA without the consent of the other Credit Parties;

     WHEREAS,  the Company desires that  Disbursement  Agent, the Bank Agent and
SBRC,  as Interim  Mall  Lender,  waive  those  certain  Events of  Default  and
Potential Events of Default set forth on Schedule 1 hereto (if and to the extent
such defaults  exist on the date hereof) so that Mall Release and Completion may
occur on or before the Outside Completion Deadline and so that an Advance can be
made on the Mall Release Date and/or Completion Date; and

     WHEREAS,  the  Disbursement  Agent, the Bank Agent and SBRC, as the Interim
Mall  Lender,  agree to waive such  Events of Default  and  Potential  Events of
Default, all upon the terms and conditions set forth below.

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

Section 1. WAIVER

     Subject to the terms and conditions and in reliance on the representations,
warranties  and covenants of the Company set forth herein,  Disbursement  Agent,
Bank Agent and SBRC, as the Interim Mall Lender,  pursuant to Section 4.4 of the
Intercreditor Agreement and Section 1.1(e) of the HVAC Consent, hereby (i) waive
each of the  Events of Default  and  Potential  Events of  Default  set forth on
Schedule 1 attached hereto (if and to the extent such defaults exist on the date
hereof) to the extent and for the period expressly set forth therein, (ii) waive
the  requirement  that the Company  provide a Preliminary  Funding Request and a
Preliminary  Notice of Funding Request in connection with the Advance to be made
on the Mall  Release  Date  and/or  the  Completion  Date and  (iii)  waive  the
requirement  that the Company  provide a Construction  Manager's  Certificate in
connection  with  the  Advance  to be  made  on the  Completion  Date  and  each
subsequent  Advance  made  while the  Construction  Litigation  (as  hereinafter
defined) is ongoing.

Section 2. LIMITATION ON WAIVER

     The  waivers  contained  in this  Limited  Waiver  shall be  limited in all
respects  precisely  as set forth below and in Schedule 1 and nothing  contained
herein shall be deemed to:

     (a)  constitute a waiver of (i)  compliance  by the Company with respect to
     any term,  provision or condition of the FADAA or any other  instrument  or
     agreement  referred to therein  except as expressly set forth in Schedule 1
     or (ii) any Event of  Default  or  Potential  Event of  Default,  except as
     expressly set forth on Schedule 1;

     (b) constitute a waiver of any of the Mall Release Conditions or any of the
     conditions  for  Completion  or extend  the time for  satisfaction  of such
     conditions;

<PAGE>

     (c) prejudice any right or remedy that  Disbursement  Agent,  Bank Agent or
     SBRC or any other Funding Agent or the Tranche A Take Out Lender may now or
     in the future  have  (except  to the extent  such right or remedy was based
     upon a default  that will not exist  after  giving  effect to this  Limited
     Waiver)  under or in connection  with the FADAA or any other  instrument or
     agreement referred to therein or delivered  thereunder  including,  without
     limitation,  the Tranche A Take Out Loan Commitment Agreement as amended by
     the Mall  Agreement  (as defined  below) and the  Tri-Party  Agreement  (as
     defined in the Tranche A Take Out Loan Commitment Agreement, as each of the
     same may have been amended by that certain Multi-Party  Agreement Regarding
     Grand Canal Shops Mall,  Las Vegas,  Nevada dated as of September  30, 1999
     (the "Mall Agreement")); or

     (d) constitute a waiver of any term,  provision or condition of the Tranche
     A Take Out Loan  Commitment  Agreement as amended by the Mall  Agreement or
     the  Tri-Party  Agreement,  as  amended by the Mall  Agreement  (including,
     without limitation, the satisfaction of all Mall Release Conditions).

     Except as expressly set forth herein, the terms,  provisions and conditions
of the FADAA and the other  Operative  Documents  shall remain in full force and
effect and in all other respects are hereby ratified and confirmed.

Section 3. REPRESENTATIONS AND WARRANTIES

          (a) In order to  induce  Disbursement  Agent,  Bank  Agent and SBRC to
     enter into this  Limited  Waiver and provide  the  waivers  and  agreements
     provided  herein,  each of VCR, LVSI and GCCLLC  represents and warrants to
     Disbursement  Agent,  GMACCM  and each  Funding  Agent  that the  following
     statements  are true,  correct and complete as of the date hereof and as of
     the date the conditions set forth in Section 4 are satisfied:

               (1) each of VCR, LVSI and GCCLLC has all  requisite  corporate or
          limited  liability  company  power and  authority  to enter  into this
          Limited Waiver and to carry out the transactions  contemplated hereby,
          and perform its obligations hereunder;

               (2) the  execution  and delivery of this  Limited  Waiver by VCR,
          LVSI and GCCLLC and the  performance  of their  obligations  hereunder
          have been duly  authorized  by all necessary  corporate  action on the
          part of VCR, LVSI and GCCLLC;

               (3) the  execution  and delivery by VCR,  LVSI and GCCLLC of this
          Limited  Waiver and the  performance  by VCR,  LVSI and GCCLLC of this
          Limited  Waiver do not and will not (i) violate any  provision  of any
          law or any governmental  rule or regulation  applicable to the Mall or
          the Project or to VCR, LVSI,  GCCLLC or any of their  Affiliates,  the
          organizational  documents  of VCR,  LVSI  or  GCCLLC  or any of  their
          Affiliates  or any  order,  judgment  or  decree of any court or other
          agency of government  binding on the Mall,  the Project,  VCR, LVSI or
          GCCLLC or any of their  Affiliates,  (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 VCR, LVSI or GCCLLC or any
          of their  Affiliates  or which  binds the Mall or the  Project,  (iii)
          result in or require the creation or  imposition  of any Lien upon any
          of the  properties  or assets  of VCR,  LVSI or GCCLLC or any of their
          Affiliates,  or (iv)  require  any  approval  of  stockholders  or any
          approval or consent of any Person under any contractual  obligation of
          VCR, LVSI or GCCLLC or any of their Affiliates;

          (4) the execution and delivery by VCR, LVSI and GCCLLC of this Limited
     Waiver and the performance by VCR, LVSI and GCCLLC of this Agreement 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;

          (5) this Limited  Waiver has been duly  executed and delivered by VCR,
     LVSI and GCCLLC and constitutes  the legally valid and binding  obligations
     of VCR,  LVSI and  GCCLLC,  enforceable  against  VCR,  LVSI and  GCCLLC in
     accordance  with  their  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;

          (6) the representations  and warranties  contained in Article 4 of the
     FADAA are and will be true,  correct and complete in all material  respects
     on and as of the date  hereof and on the date the  conditions  in Section 4
     hereof are  satisfied  to the same  extent as though made on and as of that
     date,  except  (i)  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, and (ii) with respect to the matters described on Schedule 1;

          (7) the Remaining Costs are accurately reflected on that certain chart
     previously  delivered  to the  Disbursement  Agent and  attached  hereto as
     Exhibit A;

          (8) the  schedule to achieve  Completion  previously  delivered to the
     Disbursement Agent and attached hereto as Exhibit B is accurate and true;

<PAGE>

          (9) the  litigation  arising out of the  lawsuit  filed by the Company
     against the  Construction  Manager in United States  District Court for the
     District of Nevada and the countersuit  filed by the  Construction  Manager
     against the Company and any other pending  lawsuit,  action,  claim or lien
     arising out of or relating to the  construction  of the Mall or the Project
     (the "Construction Litigation"),  including any claim made or lien filed by
     Construction  Manager or any contractor or subcontractor,  and any judgment
     or settlement amount owed by the Company to the Construction Manager or any
     contractor or  subcontractor  or to the bonding  company  insuring over any
     Lien  as  a  result  of  the  Construction  Litigation  (such  amount,  the
     "Additional  Contingent  Claims") can not  reasonably  be expected to have,
     when taken in the aggregate, a Material Adverse Effect;

          (10) the status summary of the Construction Litigation attached hereto
     as Exhibit C is true and  correct in all  material  respects as of the date
     hereof;

          (11) the Company has  sufficient  Available  Funds such that Available
     Funds will  equal or exceed  Remaining  Costs  after  giving  effect to the
     Additional Contingent Claims as a Remaining Cost;

          (12) the  Project  is free of all Liens and  encumbrances  other  than
     Permitted Liens;

          (13) no Events of Default  or  Potential  Events of Default  under the
     FADAA  exist or are  continuing  (other  than those  Events of Default  and
     Potential Events of Default set forth on Schedule 1);

          (14) there are no defaults beyond any applicable  grace or cure period
     with  respect to any  financing  secured  by the Sands Expo and  Convention
     Center;

          (15) The Master  Leases  referred to in Section 8 hereof to be entered
     into between VCR and GCCLLC  contain terms which are not less  favorable to
     VCR and its  Subsidiaries  than  would be  obtainable  in an  arm's  length
     transaction,  including  economic terms  consistent with the current rental
     market for comparable space in Las Vegas, Nevada;

          (16) each of the Opening Conditions has been satisfied;

          (17) GCCLLC and its  successors  and  assigns  have no  obligation  to
     Frontier  Insurance  Company  or any  other  person  or  entity  under  any
     indemnification or reimbursement agreement,  except as set forth in Section
     6(i) hereof, with respect to any surety bond; and

          (l8) The  obligation  for payment,  indemnification  or  reimbursement
     under each surety bond that the Company has acquired in respect of any Lien
     is unsecured.

     (b) In order to induce  Disbursement  Agent,  Bank  Agent and SBRC to enter
into this Limited Waiver and provide the waivers and agreements provided herein,
Adelson represents and warrants to Disbursement  Agent,  GMACCM and each Funding
Agent that the  following  statements  are true,  correct and complete as of the
date  hereof  and as of the date the  conditions  set  forth  in  Section  4 are
satisfied:

          (1)  All  governmental   authorizations   and  actions   necessary  in
     connection  with the  execution  and  delivery  by Adelson of this  Limited
     Waiver and the performance of his obligations  hereunder have been obtained
     or performed and remain valid and in full force and effect;

          (2) This  Limited  Waiver  has been duly  executed  and  delivered  by
     Adelson and constitutes the legal, valid and binding obligation of Adelson,
     enforceable    against   Adelson   (and   Adelson's    heirs,    executors,
     administrations,   legal   representatives,   successors  and  assigns)  in
     accordance  with the terms of this Limited  Waiver,  subject to  applicable
     bankruptcy,   insolvency,  moratorium  and  other  similar  laws  affecting
     creditors' rights generally and general principles of equity;

          (3) The execution, delivery and performance of this Limited Waiver (i)
     do not and will not contravene any law, rule,  regulation,  order, judgment
     or decree applicable to or binding on the Mall or the Project or Adelson or
     any of his assets or properties;  (ii) do not and will not  contravene,  or
     result in any breach of or constitute any default  under,  any agreement or
     instrument  to which  Adelson is a party or by which  Adelson or any of his
     assets or  properties  may be bound or  affected or which binds the Mall or
     the  Project;  (iii) do not and will not  require the consent of any Person
     under  existing  law or agreement  which has not already been  obtained and
     (iv) do not and will not result in or require the creation of any Lien upon
     the Project or the Mall;

<PAGE>

          (4)  There  is no  pending  or,  to the best of  Adelson's  knowledge,
     threatened action or proceeding  affecting Adelson, the Mall or the Project
     before any court, governmental agency or arbitrator, which might reasonably
     be expected to  materially  and adversely  affect the financial  condition,
     results of  operations,  business or prospects of Adelson or the ability of
     Adelson to perform his obligations under this Limited Waiver;

          (5) Adelson possesses all franchises,  certificates, licenses, permits
     and other governmental  authorizations  and approvals  necessary for him to
     own his  properties,  conduct his  businesses  and perform his  obligations
     under this Limited Waiver; and

          (6) Adelson has complied with the terms and conditions of that certain
     Subordination  and  Intercreditor  Agreement  (Trade  Claims) (the "Adelson
     Subordination Agreement"),  the form of which is attached hereto as Exhibit
     E, with  respect  to  Adelson  Trade  Claims  (as  defined  in the  Adelson
     Subordination Agreement).

Section 4. CONDITIONS TO EFFECTIVENESS

     Section 1 and Section 8 of this Limited Waiver shall become  effective only
upon satisfaction of each of the following conditions precedent on or before the
Outside Completion Deadline:

          (a)  execution  and delivery to  Disbursement  Agent of waivers of all
     presently uncured defaults and events of default under each of (i) the Bank
     Credit  Agreement,  (ii) the Interim Mall Credit  Agreement  and (iii) that
     certain Term Loan and Security  Agreement  dated as of December 22, 1997 by
     and among LVSI, VCR, the lenders named therein, BancBoston Leasing Inc. and
     General  Electric   Capital   Corporation   (collectively,   the  "Facility
     Waivers"), each substantially in the form of Exhibit D-1, D-2 or D-3 hereto
     as applicable;

          (b) the  Company  shall have  caused the Project to become free of all
     Liens and  encumbrances  other than Permitted  Liens, and the Title Insurer
     shall have  issued  endorsements  insuring  that the Project is free of all
     Liens and  encumbrances  other than Permitted Liens to all parties entitled
     to such endorsements under the FADAA;

          (c) the  Unallocated  Contingency  Balance  shall  equal or exceed the
     Required  Minimum  Contingency  and  Available  Funds shall equal or exceed
     Remaining Costs after giving effect to the Additional  Contingent Claims as
     a Remaining Cost (it being understood that the Disbursement  Agent may rely
     on the  certificates  set  forth  in (d)  and  (e)  below  in  making  such
     determination);

          (d) Company shall have certified to the Disbursement Agent, GMACCM and
     each Funding Agent, in form and substance  acceptable to Disbursement Agent
     and Construction  Consultant,  that (i) the schedule to achieve  Completion
     attached  hereto as Exhibit B is accurate and  complete and all  conditions
     for  Completion  will be  satisfied  by  November  12,  1999  and  (ii) the
     Unallocated  Contingency  Balance  equals or exceeds the  Required  Minimum
     Contingency  and  Available  Funds  equal or exceed  Remaining  Costs after
     giving effect to the Additional  Contingent  Claims as a Remaining Cost and
     such  certification  shall set forth in detail the  derivation  of all such
     figures and  calculations  (setting forth in detail the sources for payment
     of all Remaining Costs and the sources of Available Funds);

          (e)  The   Construction   Consultant   shall  have  certified  to  the
     Disbursement Agent and each Funding Agent, in form and substance acceptable
     to Disbursement Agent, that (i) the schedule to achieve Completion attached
     hereto as Exhibit B is reasonable  and all conditions for Completion may be
     satisfied by November 12, 1999 and (ii) the Unallocated Contingency Balance
     equals or exceeds the Required  Minimum  Contingency  and  Available  Funds
     equals or exceeds  Remaining  Costs after giving  effect to the  Additional
     Contingent  Claims as a  Remaining  Cost and such  certification  shall set
     forth in  detail  the  derivation  of all  such  figures  and  calculations
     (setting forth in detail the sources for payment of all Remaining Costs and
     the sources of Available Funds);

          (f) The Company  shall have made the payment of principal and interest
     in respect of the Mortgage Notes and the Subordinated Notes due on November
     15, 1999 in full;

          (g) Delivery to the Disbursement Agent of an estoppel certificate from
     the HVAC Provider in form and substance  satisfactory  to the  Disbursement
     Agent,  stating that, as of the date of such certificate,  (i) there are no
     uncured defaults,  nor is the HVAC Provider aware of any condition or state
     of events  that with the  passage of time may  result in a default,  by the
     Company  under  the  HVAC  Services  Agreement,   the  Construction  Agency
     Agreement or the HVAC Ground Lease and (ii) that such agreements  remain in
     full force and effect;

<PAGE>

          (h)  Delivery to the  Disbursement  Agent of an opinion or opinions of
     counsel to the Company in form and substance  reasonably  acceptable to the
     Disbursement Agent;

          (i)  Delivery to the  Disbursement  Agent of a letter from the bonding
     company,  in the form  agreed  to by the  parties  to this  Limited  Waiver
     confirming  that bonds have been issued with respect to all mechanics liens
     arising out of the Construction Litigation that have not been discharged of
     record prior to the Completion Date, that such bonds are irrevocable and in
     full force and effect and that all premiums  required  thereunder have been
     paid by the Company;

          (j) Each of the Mall-related accounts described in Section 6(h) hereto
     have been established;

          (k) The Company  has  delivered  all  certificates  and  documentation
     required under the Mortgage Notes Indenture to the Mortgage Notes Indenture
     Trustee and under  Section  7.10 of the Bank Credit  Agreement  to the Bank
     Agent so that VCR may enter into the Master Leases (as hereinafter defined)
     and for the Mortgage Notes  Indenture  Trustee and Bank Agent to enter into
     the non-disturbance agreements contemplated by Section 8 hereof;

          (l) all Opening Conditions shall have been satisfied; and

          (m) No Events of Default or  Potential  Events of Default  (other than
     those set forth on Schedule 1) shall exist or be continuing.

     Notwithstanding  the foregoing,  if an Advance is made on or after the date
hereof,  Section 1, Section 6, Section 7 and Section 8 shall become  immediately
effective  (provided that this Limited Waiver has been executed and delivered by
each of the  parties  hereto and the Bank Agent has  received  Requisite  Lender
Consent),  provided,  however,  that  such  effectiveness  shall not be deemed a
waiver of the  conditions  set forth  above for any other  purpose  or under any
other agreement.

Section 5. DEFAULT

     The failure to comply with any covenant hereunder by Adelson or the Company
shall  constitute an Event of Default under this Limited  Waiver and an Event of
Default under the FADAA, subject to applicable cure, notice and grace periods.

Section 6. CERTAIN ADDITIONAL AGREEMENTS OF COMPANY AND ADELSON

          (a) The Company  agrees that it shall not directly or indirectly  make
     any  payment  to or  for  the  benefit  of  Adelson  until  the  Additional
     Contingent  Claims shall be finally  determined and paid in full except for
     (i) payments made pursuant to and as permitted by the Adelson Subordination
     Agreement  (a complete  list of which  claims that have been  purchased  by
     Adelson pursuant to the Adelson Subordination  Agreement is attached hereto
     as Schedule 2); (ii)  payments made in respect of Adelson's  taxes,  salary
     and as reimbursement  for reasonable  expenses,  in each case if and to the
     extent permitted under the Facility Agreements;  and (iii) payments made to
     Affiliates that are required under the  Cooperation  Agreement or any other
     arm's-length agreement entered into with any Affiliate, provided that

                                                                  --------
     nothing  contained  herein  shall be deemed to permit  any such  payment to
     Adelson  if such  payment  shall  be  otherwise  prohibited  or  restricted
     hereunder or under any other agreement or document.

<PAGE>

          (b) For the benefit of the parties to the FADAA,  Interim  Mall Lender
     and any  successors  thereto (prior to and after the Mall Release Date) and
     Mall I LLC, or any other future owner of the Mall and such owner's  secured
     lenders,  Tranche A Take Out Lender,  its borrowers  and any  successors or
     assigns  thereof  (and all  such  parties  are  third  party  beneficiaries
     hereof),  Borrowers and Adelson each agree that if (i) a court,  arbitrator
     or mediator shall finally determine (i.e., such determination  shall not be
     subject to  appeal),  or the  Company  shall  agree  with the  Construction
     Manager that, any work heretofore  performed on the Project and/or the Mall
     consists entirely or in part of Scope Changes,  and (ii) the payment of the
     Additional  Contingent  Claim  arising out of such Scope  Change will cause
     Remaining  Costs  to  exceed   Available  Funds  or  the  Required  Minimum
     Contingency to exceed the Unallocated  Contingency Balance or the amount of
     funds on  deposit in the Mall  Retainage/Punchlist  Account to be less than
     125% of the Mall Punchlist Completion Amount (provided that when
                                                   --------
     calculating  the amount of funds that are  required to be on deposit in the
     Mall Retainage/Punchlist Account pursuant to Section 5.9.1(b) of the FADAA,
     the Additional Mall Completion  Amount (as defined below) shall be added to
     the Mall  Punchlist  Completion  Amount),  then (x) the  Company  agrees to
     comply with (1) the requirements of Section 5.9.2 of the FADAA and/or amend
     the Project  Budget in accordance  with Section 6.4.1 of the FADAA so that,
     after giving effect to the proposed Scope Change,  the Available Funds will
     equal or exceed  Remaining  Costs and the Unallocated  Contingency  Balance
     shall equal or exceed the Required Minimum Contingency (provided, however,

                                                             --------   -------
     that  any  amounts  on  deposit  in  the  Guaranty  Deposit  Account  up to
     $25,000,000  shall be  disregarded  for purposes of  calculating  Available
     Funds and the Unallocated  Contingency Balance) and (2) the requirements of
     Section 5.9.1(b) of the FADAA, provided that when calculating the amount of

     --------   funds  the   Company  is   required   to  deposit  in  the  Mall
     Retainage/Punchlist  Account  pursuant  to Section  5.9.1(b)  of the FADAA,
     there shall be added to the Mall Punchlist  Completion Amount the amount of
     the  Additional  Contingent  Claim to the extent  attributable  to any such
     Scope Change and allocable to the Mall and all costs related  thereto (such
     additional amount, the "Additional Mall Completion Amount"); and (y) if the
     Company  shall fail to comply with its  obligations  under clause (x) above
     then  Adelson   will,   (1)   immediately   deposit  funds  into  the  Mall
     Retainage/Punchlist  Account in the  amount  necessary  for the  Company to
     satisfy its  obligations  under  clause  (x)(2)  above and (2)  pursuant to
     Section  2(d) of the Adelson  Completion  Guaranty,  promptly  upon request
     therefor from the  Disbursement  Agent,  deposit into the Guaranty  Deposit
     Account sufficient funds such that immediately  thereafter  Available Funds
     will equal or exceed the Remaining  Costs and the  Unallocated  Contingency
     Balance shall equal or exceed the Required Minimum  Contingency  (provided,
     however,  that any amounts on deposit in the Guaranty Deposit Account up to
     $25,000,000  shall be  disregarded  for purposes of  calculating  Available
     Funds and the Unallocated Contingency Balance, but amounts deposited in the
     Mall Retainage/Punchlist  Account pursuant to clause (x)(2) or (y)(1) above
     may be so counted).  Adelson and the Company hereby agree that if, pursuant
     to a settlement of the Construction  Litigation,  the Company agrees to pay
     for work  previously  performed in excess of the  Guaranteed  Maximum Price
     under the  Construction  Management  Agreement,  such work shall constitute
     Scope Changes for purposes of this Limited  Waiver if and to the extent the
     Construction  Consultant  shall  determine  that such work may  properly be
     classified  as  a  Scope  Change.   The  parties   hereto  agree  that  the
     Construction  Consultant  shall,  to the  extent  not  already  done so, be
     engaged by such parties,  at the Company's  expense,  to determine the fair
     and just  allocation  between  the Mall and the rest of the  Project of the
     amount of the Additional Contingent Claim to the extent attributable to any
     such Scope Changes and the parties hereto and theirs successors and assigns
     shall be bound by such allocation for the purposes of this Section 6(b).

          (c) For the benefit of the parties to the FADAA,  Interim  Mall Lender
     and any  successors  thereto (prior to and after the Mall Release Date) and
     Mall I LLC, or any other future owner of the Mall and such owner's  secured
     lenders,  Tranche A Take Out Lender,  its borrowers  and any  successors or
     assigns  thereof  (and all  such  parties  are  third  party  beneficiaries
     hereof),  Adelson  hereby  agrees that the  Liability  Cap set forth in the
     Adelson  Completion  Guaranty  shall not be applicable  with respect to his
     guaranty of the Company's  obligations in respect of Scope Changes, as more
     particularly set forth in the Adelson Completion Guaranty and in clause (b)
     above;

<PAGE>

          (d) For the benefit of the parties to the FADAA,  Interim  Mall Lender
     and any  successors  thereto (prior to and after the Mall Release Date) and
     Mall I LLC, or any other future owner of the Mall and such owner's  secured
     lenders,  Tranche A Take Out Lender,  its borrowers  and any  successors or
     assigns  thereof  (and all  such  parties  are  third  party  beneficiaries
     hereof),  Adelson  hereby  waives his right  under the  Adelson  Completion
     Guaranty to request the Disbursement  Agent release funds on deposit in the
     Guaranty  Deposit  Account to Adelson or as Adelson directs until the Final
     Completion Date;

          (e) For the benefit of the parties to the FADAA,  Interim  Mall Lender
     and any  successors  thereto (prior to and after the Mall Release Date) and
     Mall I LLC, or any other future owner of the Mall and such owner's  secured
     lenders,  Tranche A Take Out Lender,  its borrowers  and any  successors or
     assigns  thereof  (and all  such  parties  are  third  party  beneficiaries
     hereof),  Adelson  hereby  confirms  and  ratifies  the Adelson  Completion
     Guaranty  and  acknowledges  that it shall  remain in full force and effect
     (except to the extent modified hereby) until the Final Completion Date;

          (f) The  Company  and  Adelson  agree to  comply  with the  terms  and
     conditions  of  the  Adelson  Subordination  Agreement  and  of  any  other
     agreement  referred to in the FADAA,  this Limited Waiver or the agreements
     contemplated thereby to which they may be a party; and

          (g) Adelson  hereby  ratifies and reaffirms his  obligation  under the
     Tranche B  Takeout  Commitment  and the  Tranche B  Guaranty  and  Security
     Documents (as defined in the Interim Mall Credit  Agreement)  and all other
     documents and  agreements to which he is a party entered into in connection
     with the Interim Mall Loan and agrees that nothing herein shall affect such
     obligations.

          (h)  In   connection   with  a  delegation  of  duties  to  GMACCM  by
     Disbursement  Agent  pursuant  to  Section  9.3.5 of the FADAA as  provided
     below,  on or before the Mall Release Date,  for the benefit of the parties
     to the FADAA,  Interim Mall Lender and any successors thereto (prior to and
     after Mall  Release  Date) and Tranche A Take Out Lender,  Mall I LLC shall
     establish with GMACCM, (i) the Mall Leasing Commissions Reserve Account and
     the Mall Tenant  Improvements  Reserve Account and the  Disbursement  Agent
     shall on the Mall Release Date transfer the respective amounts allocated in
     the Project  Budget to the "mall  leasing  commissions  reserve"  and "mall
     tenants improvements reserve" line items into such accounts,  respectively,
     and Interim Mall Lender shall be entitled to a first  priority lien on such
     accounts;  and (ii) the Mall  Retainage/Punchlist  Account and Disbursement
     Agent shall deposit funds in such account as provided in Section 2.10(d) of
     the FADAA and  Interim  Mall Lender  shall be entitled to a first  priority
     lien  on  such   account.   GMACCM   shall  hold  the  funds  in  the  Mall
     Retainage/Punchlist  Account in accordance  with the Mall Escrow  Agreement
     which shall provide that (x) GMACCM shall be the escrowee  thereunder;  (y)
     GMACCM shall disburse to Disbursement  Agent funds in amounts  requested by
     Disbursement Agent to pay amounts payable from the Mall Retainage/Punchlist
     Account solely for Mall Punchlist Items in accordance with the terms of the
     FADAA (including Sections 2.10(e) and 2.12(b) thereof), provided that

                                                                  --------
     Disbursement  Agent  certifies  in  writing  to GMACCM  that the  amount so
     requested is the amount payable from the Mall  Retainage/Punchlist  Account
     solely for Mall Punchlist  Items in accordance  with the terms of the FADAA
     (it being  understood that in making such  certification  the  Disbursement
     Agent  may  rely on all  duly  executed  applicable  certificates  from the
     Company and the  Construction  Consultant to the extent permitted under the
     FADAA) and all conditions to disbursement set forth in the FADAA, including
     without  limitation,  the  conditions  set  forth  in  Section  3.2 and the
     provision  from the other  funding  sources  contemplated  therein of their
     appropriate respective funding shares with respect to any such advance have
     been satisfied, or will be satisfied,  concurrently with disbursement;  and
     (z) at the time of the funding of the Tranche A Take Out Loan, GMACCM shall
     transfer the amounts in all of the foregoing  accounts and shall assign its
     rights  and  obligations  as  escrowee  under  the  Mall  Escrow  Agreement
     thereafter  arising to the Tranche A Take Out Lender who shall have a first
     priority security  interest on all such accounts.  The establishment of the
     accounts  referenced  in clauses  (i) and (ii) above with GMACCM in lieu of
     the  Disbursement  Agent is being done at the  request of the  Disbursement
     Agent  pursuant  to Section  9.3.5 of the  FADAA.  The  obligations  of the
     Disbursement  Agent or the  Company  under the FADAA  shall not be modified
     except as specifically provided herein. Disbursement Agent acknowledges and
     agrees that after transfer of the funds as provided in Section 2.10(d),  it
     shall have no rights or  interest  in or control  over such  accounts.  The
     parties  understand and agree that the term "Mall I LLC" as used in Section
     11.20 of the FADAA shall  include the New Mall  Subsidiary  being formed as
     set forth in the Mall Agreement.

<PAGE>

          (i) If any Additional  Contingent  Claim shall be paid directly by the
     Company to  Construction  Manager,  any contractor,  or any  subcontractor,
     including any payment to the bonding  company or the Title Insurer that has
     issued a surety bond or title  insurance  policy  with  respect to the Lien
     relating   thereto  (each  an   "Additional   Contingent   Claimant")   and
     notwithstanding that GCCLLC, VCR and LVSI, may or may not be jointly and/or
     severally liable to such Additional  Contingent  Claimant for reimbursement
     of the Additional Contingent Claim,  Construction Consultant shall allocate
     in a fair and just  manner the  proportion  of such  Additional  Contingent
     Claim that shall be paid by VCR and LVSI, and their  respective  successors
     and assigns on the one hand (the "Hotel Casino Party") and GCCLLC,  and its
     successors  and assigns to  ownership  of the Mall,  on the other hand (the
     "Mall Party").  In the event that the Hotel/Casino  Party or the Mall Party
     objects to such  allocations,  the parties  shall  jointly  select  another
     independent  third party  consultant  reasonably  acceptable to each of the
     mortgage lenders for such parties to make such allocation.  For the benefit
     of the parties to the FADAA, Interim Mall Lender and any successors thereto
     (prior  to and after the Mall  Release  Date) and Mall I LLC,  or any other
     future owner of the Mall and such owner's secured  lenders,  Tranche A Take
     Out Lender,  its borrowers and any  successors or assigns  thereof (and all
     such parties are third party beneficiaries  hereof),  each of VCR, LVSI and
     GCCLLC and their respective successors and assigns agree that they shall be
     bound by such  allocations.  Payments of such Additional  Contingent Claims
     shall be made by the  Disbursement  Agent from the then Available  Funds in
     accordance  with  the  FADAA.  To  the  extent  such  Available  Funds  are
     insufficient to pay such  Additional  Contingent  Claims,  each party shall
     promptly  make  payment of its  allocated  share of the  balance due to the
     Additional  Contingent  Claimant with respect to the Additional  Contingent
     Claim.  If the Company does not make payment of any  Additional  Contingent
     Claim directly to an Additional Contingent Claimant but instead the Company
     or Sheldon  Adelson  deposits into one or more Accounts  funds  pursuant to
     Section  6(b)  hereof,  the  Disbursement  Agent shall make such payment in
     accordance  with the terms of the FADAA and this Limited Waiver and Interim
     Mall Lender and any successors thereto (prior to and after the Mall Release
     Date),  and Tranche A Take Out Loan Lender,  its successors and assigns and
     any  other  secured  lender  with  respect  to the  Mall  are  third  party
     beneficiaries hereof.

          (j)  Nothing  set  forth in this  Section 6 is  intended  to limit any
     obligation  of the  Company  or  Adelson  under  any  Operative  Documents,
     including,  without limitation, its obligations under Article 5 and Article
     6 of the of the FADAA.

Section 7. ACKNOWLEDGMENT REGARDING COSTS, FEES AND EXPENSES

     Company hereby acknowledges that all reasonable costs, fees and expenses as
described in Section 11.15 of the FADAA incurred by Disbursement Agent,  GMACCM,
each Funding Agent, the  Construction  Consultant and their counsel with respect
to this Limited Waiver and the documents and  transactions  contemplated  hereby
shall be for the account of the Company,  and the Company hereby agrees that all
such  amounts,  and any other  amounts due and owing to such parties on the Mall
Release Date and/or the Completion  Date,  shall be paid out of the Advance made
in connection with the occurrence of the Mall Release Date and Completion.

Section 8. CONSENT AND AGREEMENT REGARDING CERTAIN LEASES

     (a)  GCCLLC has  heretofore  entered  into a lease  with CR Las Vegas,  LLC
("Canyon  Ranch  Lease") and  (together  with VCR) a lease with Las Vegas Lutece
Corp., a Nevada  corporation (the "Restaurant  Lease")(collectively,  the "Joint
Property  Leases")  each of which affects a portion of the Mall and a portion of
the Project  outside of the Mall that is owned by VCR.  Company and GCCLLC agree
that on or before the Mall  Release  Date,  VCR will assign its  interest in the
Restaurant  Lease to GCCLLC,  VCR and GCCLLC shall execute  and/or  deliver,  as
appropriate,   a  master  lease  with  respect  to  each  Joint  Property  Lease
(collectively,  the "Master  Leases") from VCR demising to GCCLLC the portion of
the premises  demised in each Joint  Property  Lease that is outside the Mall on
market terms,  a memorandum of the Canyon Ranch Master Lease in recordable  form
and a  subordination  of each Joint Property Lease to each Master Lease,  all in
form and substance  reasonably  acceptable to the parties hereto and GMACCM. The
Company further agrees that it shall obtain on or before the Mall Release Date a
non-disturbance  agreement from the holders of all fee deeds of trust  affecting
the Project  (other than the Mall),  with  respect to each Master  Lease in each
case,  as shall be in form and substance  based upon the  documents  executed in
connection with the Billboard Lease and Billboard  Master Lease conformed to the
terms of each Joint  Property Lease and  satisfactory  to the parties hereto and
thereto, GMACCM, SBRC and the Tranche A Take Out Lender, all in their reasonable
discretion.  The Company and GCLLC agree that,  upon the  occurrence of the Mall
Release  Date,  GCCLLC shall  assign and  transfer  all of its right,  title and
interest  in each  Master  Lease to Mall I LLC and Mall I LLC shall  assume such
interest  from and after the Mall Release Date, in the same manner as applicable
to the  Billboard  Master  Lease  as  provided  in  the  Sale  and  Contribution
Agreement.

<PAGE>

     (b) The  Disbursement  Agent,  the Bank Agent and the  Interim  Mall Lender
hereby consent to the consummation of the transactions described in this Section
8 in accordance with and subject to the terms and conditions described herein.

     (c) The  Company and  Adelson  shall  cause the parties to the  Cooperation
Agreement  to enter into an  amendment  thereto on or before  December  15, 1999
which shall  provide for  separation  of the premises  demised  under the Canyon
Ranch Lease in a similar manner provided for the Additional  Billboard  Premises
and the Billboard Premises in Article XVI of the Cooperation Agreement, and such
amendment  shall be  acceptable  to each of the Funding  Agents,  GMACCM and the
Tranche A Take Out  Lender  in their  reasonable  discretion.  The  Company  and
Adelson  shall use  commercially  reasonable  efforts to cause the holder of any
deed of trust  encumbering  property  subject to the  Cooperation  Agreement  to
subordinate its lien to such amendment.

Section 9. GOVERNING LAW

     THIS  LIMITED  WAIVER  SHALL BE  GOVERNED  BY, AND SHALL BE  CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.

Section 10. COUNTERPARTS; EFFECTIVENESS

     This Limited  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 so
executed  and  delivered  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 are  physically  attached to the
same  document.  This Limited  Waiver  (other than the  provisions of Section 1)
shall become effective upon the execution of a counterpart hereof by each of the
parties  hereto;  provided  that Bank Agent shall not be deemed to have executed
this Limited  Waiver  until it has  received  the written  approval of Requisite
Lenders (as defined in the Bank Credit Agreement).

            [The remainder of this page is intentionally left blank.]

<PAGE>

                  THE BANK OF NOVA SCOTIA, as Bank Agent and Disbursement Agent


                  By:/s/ A. Pendergast

                     ---------------------------------------
                           Name: A. Pendergast
                            Title: Managing Director

                  SALOMON BROTHERS REALTY CORP., as Interim Mall Lender

                  By: GMAC COMMERCIAL MORTGAGE CORPORATION, as its agent


                  By:/s/ Vacys Garbonkus

                     --------------------------------------
                              Name: Vacys Garbonkus

                          Title: Senior Vice President

                  VENETIAN CASINO RESORT, LLC, a Nevada
                  limited liability company

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

                  By:/s/ David Friedman

                     -------------------------------------
                           Name: David Friedman
                           Title: Secretary

                  LAS VEGAS SANDS, INC., a Nevada corporation


                  By:/s/ David Friedman

                     ------------------------------------
                           Name: David Friedman
                           Title: Secretary

                  GRAND CANAL SHOPS MALL CONSTRUCTION, LLC,
                  a Delaware limited liability company


                  By: Venetian Casino Resort, LLC, its member

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

                  By:/s/ David Friedman

                     -----------------------------------
                           Name: David Friedman
                           Title: Secretary

                  SHELDON G. ADELSON
                     /s/Sheldon G. Adelson

                     -----------------------------------





<PAGE>

                                   SCHEDULE 1

                              EVENTS OF DEFAULT AND

                           POTENTIAL EVENTS OF DEFAULT

  1.     The Company's failure to satisfy each of the Opening Conditions on or
         before May 24, 1999;

  2.     The  occurrence of an "Event of Default" on or prior to the date hereof
         under any of the other  financial  documents set forth in Section 7.1.1
         of the FADAA,  provided  that such "Event of Default" has been cured or
         waived pursuant to one of the Facility Waivers as of the date hereof;

  3.     The  Company's  failure to  "demonstrate  balancing" as required by
         Section 7.1.2 of the FADAA at any time prior to the date hereof;

  4.     The  Company's  "inability  to deliver  certificates"  pursuant to
         Section  7.1.3 of the FADAA at any time prior to the date hereof;

  5.     Failure of the Company to have extended the Outside Completion Deadline
         in a timely manner;

  6.     The  failure  to  remove  any  Liens  resulting  from the  Construction
         Litigation  that are not Permitted  Liens in a timely manner,  provided
         that all Liens have been  removed or bonded  over as of the date hereof
         and  continue  to be bonded  over until  removed of record  (the waiver
         shall be effective with respect to any Lien that has been and continues
         to be bonded and insured over by the Title Insurer, notwithstanding the
         Company's  failure to complete the legal procedure for having such Lien
         removed of record as of the Completion Date).