<PAGE>

                                  EXHIBIT 10.22

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

                                                               December 20, 1999

                           MALL SCOPE CHANGE GUARANTY

     THIS MALL SCOPE CHANGE GUARANTY (this  "Guaranty") dated as of December __,
1999,  is made by SHELDON G.  ADELSON  ("Guarantor"),  in favor of (i) the party
designated as the  "Collateral  Agent" in that certain Loan  Agreement  dated of
even date  herewith  among (A) Goldman  Sachs  Mortgage  Company,  and the other
lenders from time to time parties thereto,  (B) Goldman Sachs Mortgage  Company,
as Syndication Agent, (C) The Bank of Nova Scotia, as Administrative  Agent, (D)
The Bank of Nova Scotia,  as  Collateral  Agent,  and (E) Grand Canal Shops Mall
Subsidiary,  LLC, a Delaware limited liability company, as borrower (as amended,
supplemented  or otherwise  modified from time to time,  the "Loan  Agreement"),
having an address  noted in the Loan  Agreement,  (ii)  Goldman  Sachs  Mortgage
Company,  The Bank of Nova Scotia and the other  Lenders (as defined in the Loan
Agreement)  parties  from  time to time to the  Loan  Agreement  and  (iii)  the
respective  successors and assigns of the Collateral  Agent and the Lenders (all
of the Persons  described  in the  foregoing  clauses (i) through and  including
(iii), the "Beneficiaries"; each such Person, a "Beneficiary").

                                    RECITALS

     A. The Project. Las Vegas Sands, Inc. ("LVSI"), Venetian Casino Resort, LLC
        ----------
("VCR"), Grand Canal Shops Mall Construction, LLC ("Construction"),  Grand Canal
Shops Mall, LLC ("Mall LLC") and Grand Canal Shops Mall  Subsidiary,  LLC ("Mall
Subsidiary")   (LVSI,   VCR,   Construction,   Mall  LLC  and  Mall  Subsidiary,
collectively, the "Company")have developed, constructed and operate the Venetian
Casino Resort, a large scale Venetian-themed hotel, casino, retail,  convention,
trade show, meeting and entertainment complex, with related heating, ventilation
and air conditioning and power station facilities,  as part of the redevelopment
of the site of the former Las Vegas Sands Hotel and Casino.

     B.  Loan  Agreement.  Pursuant  to the  Loan  Agreement,  the  Lenders  are
         --------------
providing  a  certain  loan  to  Mall  Subsidiary  in  an  aggregate  amount  of
$105,000,000 (the "Loan").

     C. Take-Out  Lender/Construction  Lender Agreement.  Goldman Sachs Mortgage
        ----------------------------------------------
Company has entered  into that  certain  Take-Out  Lender/  Construction  Lender
Agreement dated as of November 12, 1999 by and between  Salomon  Brothers Realty
Corp.  (as  successor  in  interest  to  GMAC  Commercial  Mortgage  Corporation
("GMAC")) and GSMC (the "Lenders' Agreement") pursuant to which Guarantor agreed
that its execution of this Agreement is a condition  precedent of Beneficiaries'
obligation to fund the Loan.

     D. Benefit to Guarantor.  Guarantor owns all the outstanding  stock of each
        --------------------
of LVSI and Interface  Holding,  the sole members in VCR. VCR is the sole member
in  Construction.  Construction  is the sole member in Mall LLC. Mall LLC is the
sole member in Mall Subsidiary. Guarantor acknowledges that he has benefited and
will  benefit,  directly and  indirectly,  from the  execution by Goldman  Sachs
Mortgage Company of the Lenders' Agreement.

     E. Capitalized  Terms.  Capitalized terms used but not defined herein shall
        ------------------
have the  respective  meanings  given them in Exhibit A to the  Funding  Agents'
Disbursement and  Administration  Agreement dated November 14, 1997 ("FADAA") by
and  among  the  LVSI,  VCR,  Construction,  GMAC and  others,  and the Rules of
Interpretation contained in said Exhibit A shall apply hereto, as applicable.

                                    AGREEMENT

                                    ---------

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of  which  are  hereby  acknowledged,  and  as  inducement  to  the
Beneficiaries  to enter into the Loan Agreement,  Guarantor  hereby consents and
agrees as follows:

<PAGE>

     1. Guaranty.
        --------

          (a) The  undersigned  Guarantor,  as primary obligor and not merely as
     surety,  unconditionally  and irrevocably  guarantees to the Beneficiaries,
     and any successors and assigns  thereto,  payment and performance when due,
     whether by  acceleration  or otherwise,  of any and all amounts owed by the
     Company or any one of the entities  comprising the Company or any successor
     in interest thereto,  including,  without limitation,  Mall Subsidiary,  in
     accordance with Subsection 6(b) and/or Subsection 6(i) of the FADAA Limited
     Waiver  dated  as of  November  12,  1999,  by and  among  the  LVSI,  VCR,
     Construction,  Guarantor, GMAC and others (the "FADAA Limited Waiver"), and
     (ii) together with all expenses  incurred by the Beneficiaries in enforcing
     any of such  obligations  and  liabilities or the terms hereof,  including,
     without   limitation,   reasonable  fees  and  expenses  of  legal  counsel
     (collectively,  the  "Obligations"),  and agrees that if for any reason the
     Company or any one of the entities  comprising the Company or any successor
     in interest thereto, including,  without limitation, Mall Subsidiary, shall
     fail to pay or perform when due any of such Obligations, Guarantor will pay
     or perform the same  forthwith.  Guarantor  waives  notice of acceptance of
     this Guaranty and of any  obligation to which it applies or may apply under
     the terms hereof,  and waives  diligence,  presentment,  demand of payment,
     notice of dishonor or non-payment,  protest, notice of protest, of any such
     obligations,  suit or taking other action by the Beneficiaries against, and
     giving any  notice of default or other  notice to, or making any demand on,
     any party liable thereon (including Guarantor).

          (b) This  Guaranty  is a primary  obligation  of  Guarantor  and is an
     absolute, unconditional, continuing and irrevocable guaranty of payment and
     not of  collectability  and is in no way  conditioned on or contingent upon
     any attempt to enforce in whole or in part the  Company's  liabilities  and
     obligations to the  Beneficiaries.  If the Company shall fail to pay any of
     the  Obligations as and when they are due,  Guarantor  shall  forthwith pay
     such  Obligations  in  immediately  available  funds.  Each  failure by the
     Company  to pay any  Obligations  shall  give rise to a  separate  cause of
     action herewith,  and separate suits may be brought hereunder as each cause
     of action arises.

          (c) The  Beneficiaries  may at any time and from time to time (whether
     or not after  revocation  or  termination  of this  Guaranty)  without  the
     consent of or notice to Guarantor, except such notice as may be required by
     the Loan  Agreement  or  applicable  law which  cannot be  waived,  without
     incurring  responsibility to Guarantor,  without impairing or releasing the
     obligations of Guarantor hereunder, upon or without any terms or conditions
     and in whole or in part, (i) change the manner,  place and terms of payment
     or change or extend the time of payment of, renew, or alter any Obligation,
     or any  obligations  and  liabilities  (including  any of those  hereunder)
     incurred  directly  or  indirectly  in respect  thereof or hereof or in any
     manner  modify,  amend or supplement the terms of the Loan Agreement or any
     of the Loan Documents or any documents,  instruments or agreements executed
     in connection  therewith (in each case,  with the consent of the Company if
     required by such documents) and the guaranty herein made shall apply to the
     Obligations, changed, extended, renewed, modified, amended, supplemented or
     altered in any manner;  (ii) exercise or refrain from exercising any rights
     against the Company or others  (including  Guarantor)  or otherwise  act or
     refrain  from  acting;  (iii) add or release any other  guarantor  from its
     obligations  without  affecting or impairing the  obligations  of Guarantor
     hereunder; (iv) settle or compromise any Obligations and/or any obligations
     and liabilities  (including any of those  hereunder)  incurred  directly or
     indirectly in respect thereof or hereof, and may subordinate the payment of
     all or any part thereof to the payment of any  obligations  and liabilities
     which  may be due to the  Beneficiaries  or  others;  (v)  sell,  exchange,
     release, surrender, realize upon or otherwise deal with in any manner or in
     any order any  property by  whomsoever  pledged or  mortgaged  to secure or
     howsoever  securing  the  Obligations  or any  liabilities  or  obligations
     (including  any of those  hereunder)  incurred  directly or  indirectly  in
     respect  thereof or hereof and/or any offset  thereagainst;  (vi) apply any
     sums by  whomsoever  paid or  howsoever  realized  to any  obligations  and
     liabilities of the Company to the Beneficiaries under the Loan Agreement in
     the manner provided therein  regardless of what obligations and liabilities
     remain  unpaid;  (vii)  consent  to or waive  any  breach  of,  or any act,
     omission or default under,  the Loan Agreement or any of the Loan Documents
     or otherwise amend,  modify or supplement (with the consent of the Company,
     if  required  by such  documents)  the  Loan  Agreement  or any of the Loan
     Documents or any of such other instruments or agreements; and/or (viii) act
     or fail to act in any manner referred to in this Guaranty which may deprive
     Guarantor of any right to subrogation which Guarantor may,  notwithstanding
     the  provisions  of Section 5, have  against  the  Company to recover  full
     indemnity  for any payments  made pursuant to this Guaranty or of any right
     of contribution which Guarantor may have against any other party.

          (d) No invalidity, irregularity or unenforceability of the Obligations
     shall affect, impair, or be a defense to this Guaranty,  which is a primary
     obligation of Guarantor.

<PAGE>

          (e) This is a  continuing  Guaranty  and all  obligations  to which it
     applies or may apply under the terms hereof shall be conclusively  presumed
     to have been  created in reliance  hereon.  This  Guaranty  shall remain in
     effect  as long as the  Obligations  are  outstanding  notwithstanding  any
     transfer  of the Mall or the  remainder  of the Project  even if  otherwise
     permitted under the Loan  Agreement.  In the event that this Guaranty shall
     be deemed  revocable  in  accordance  with  applicable  law,  then any such
     revocation shall become effective only upon receipt by the Beneficiaries of
     written  notice  of  revocation  signed  by  Guarantor.  No  revocation  or
     termination  hereof shall affect in any manner  rights  arising  under this
     Guaranty  with respect to  Obligations  (i) arising prior to receipt by the
     Beneficiaries  of written notice of such  revocation or termination and the
     sole effect of revocation and  termination  hereof shall be to exclude from
     this Guaranty  Obligations  thereafter  arising which are unconnected  with
     Obligations theretofore arising or transactions theretofore entered into or
     (ii) arising as a result of an Event of Default under the Loan Agreement or
     Limited Waiver occurring by reason of the revocation or termination of this
     Guaranty.

          (f) (i) Except as otherwise  required by law, each payment required to
          be made by  Guarantor  hereunder  shall be made  without  deduction or
          withholding  for  or  on  account  of  Taxes.  If  such  deduction  or
          withholding is so required,  Guarantor shall, upon notice thereof from
          any  Beneficiary,  (A) pay  the  amount  required  to be  deducted  or
          withheld  to  the  appropriate  authorities  before  penalties  attach
          thereto or interest  accrues  thereon,  (B) on or before the  sixtieth
          (60th) day after payment of such amount, forward to the Beneficiary an
          official  receipt   evidencing  such  payment  (or  a  certified  copy
          thereof),  and (C) in the case of any such  deduction or  withholding,
          forthwith  pay to the  Beneficiary  such  additional  amount as may be
          necessary  to ensure  that the net  amount  actually  received  by the
          Beneficiary free and clear of such Taxes,  including any Taxes on such
          additional  amount,  is equal to the amount that the Beneficiary would
          have received had there been no such deduction or withholding.

               (ii) As used  herein,  the term "Tax" means any present or future
          tax,  levy,  impost,  duty,  charge,  assessment  or fee of any nature
          (including interest,  penalties and additions thereto) that is imposed
          by any government or other taxing  authority in respect of any payment
          under  this  Guaranty  other  than any  income,  franchise,  transfer,
          inheritance,  capital  stock or similar tax imposed  upon the gross or
          net income of any lender by the United States, any state of the United
          States,  any  jurisdiction  where any lender is  organized  and/or the
          jurisdiction  in which is  located  any  office  from or at which  any
          Beneficiary is making or maintaining the Loan or acquiring the Deed of
          Trust (as defined in the Loan  Agreement) and the Collateral  Security
          Instruments (as defined in the Loan Agreement), as the case may be, or
          receiving any payments under the Loan Agreement.

     2. Representations and Warranties.  Guarantor makes the representations and
        ------------------------------
warranties set forth below to the Beneficiaries as of the date hereof:

          (a)  All  governmental   authorizations   and  actions   necessary  in
     connection  with the  execution  and delivery by Guarantor of this Guaranty
     and the  performance  of his  obligations  hereunder  have been obtained or
     performed and remain valid and in full force and effect.

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

          (c) The execution,  delivery and performance of this Guaranty (i) does
     not and will not contravene any law, rule,  regulation,  order, judgment or
     decree  applicable  to or  binding  on  Guarantor  or any of his  assets or
     properties;  (ii) does not and will not contravene, or result in any breach
     of or constitute  any default  under,  any agreement or instrument to which
     Guarantor  is a  party  or by  which  Guarantor  or any of  his  assets  or
     properties  may be  bound  or  affected;  and  (iii)  does not and will not
     require  the  consent of any  person or entity  under any  existing  law or
     agreement which has not already been obtained.

          (d)  There is no  pending  or, to the best of  Guarantor's  knowledge,
     threatened  action or  proceeding  affecting  Guarantor  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 Guarantor or the ability of Guarantor
     to perform his obligations under this Guaranty.

<PAGE>

          (e)  Guarantor  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 Guaranty.

          (f) Guarantor has  established  adequate means of obtaining  financial
     and  other  information  pertaining  to  the  businesses,   operations  and
     condition  (financial  and  otherwise) of the Company,  and any  successors
     thereto  and  their  respective  properties  on  a  continuing  basis,  and
     Guarantor  now is and  hereafter  will  be  completely  familiar  with  the
     businesses,  operations  and  condition  (financial  and  otherwise) of the
     Company, and any successors thereto and their respective properties.

          (g) (i)  Guarantor is not,  and will not as a result of the  execution
     and delivery of this  Guaranty,  be rendered  insolvent and (ii)  Guarantor
     does not intend to incur,  or believe he is incurring,  obligations  beyond
     his ability to pay.

     3. Covenants. So long as any Obligations are outstanding,  Guarantor agrees
        ---------
that:

          (a) He will  maintain  in full force and effect  all  consents  of any
     governmental  or other  authority  that are  required to be obtained by him
     with  respect to this  Guaranty  and will obtain any such  consent that may
     become necessary in the future;

          (b) He will comply in all material  respects with all applicable  laws
     and  orders  to which he may be  subject  if  failure  so to  comply  would
     materially  impair  his  ability  to  perform  his  obligations  under this
     Guaranty;

          (c) Promptly, and in any event within thirty (30) days after obtaining
     knowledge  thereof,  Guarantor  will  give to  Beneficiaries  notice of the
     occurrence  of any event or of any  litigation or  governmental  proceeding
     pending (i) against  Guarantor which could reasonably be expected to affect
     the  business,  operations,  property,  assets or condition  (financial  or
     otherwise)  of  Guarantor  so as to  materially  and  adversely  affect the
     ability of  Guarantor  to perform his  obligations  hereunder or (ii) which
     relates to this Guaranty; and

          (d) He will deliver such other documents and other information  (other
     than personal financial  statements of any type or kind, including personal
     asset  statements,  income  statements,  net worth  statements  and any tax
     returns) reasonably requested by any Beneficiary.

     4. Waiver. To the fullest extent permitted by law,  Guarantor hereby waives
        ------
and relinquishes all rights and remedies  accorded by applicable law to sureties
or guarantors  and agrees not to assert or take  advantage of any such rights or
remedies,  including without limitation (a) any right to require any Beneficiary
to proceed  against  the  Company or any other  person or to proceed  against or
exhaust any security held by any  Beneficiary at any time or to pursue any other
remedy in any Beneficiary's  power before proceeding against Guarantor,  (b) any
defense that may arise by reason of the incapacity,  lack of power or authority,
death,  dissolution,  merger,  termination  or  disability of the Company or any
other  person or entity or the failure of any  Beneficiary  to file or enforce a
claim against the estate (in administration, bankruptcy or any other proceeding)
of the Company or any other person or entity, (c) demand,  presentment,  protest
and notice of any kind,  including  without  limitation notice of the existence,
creation or incurring of any new or additional  indebtedness or obligation or of
any action or non-action  on the part of the Company,  the any  Beneficiary  any
endorser or creditor  of the Company or  Guarantor,  or on the part of any other
person or entity  under  this or any other  instrument  in  connection  with any
obligation or evidence of indebtedness  held by any Beneficiary as collateral or
in connection  with any  Obligations,  (d) any defense based upon an election of
remedies by any Beneficiary, including without limitation an election to proceed
by non-judicial  rather than judicial  foreclosure,  which destroys or otherwise
impairs  any  subrogation  rights  which  Guarantor  may,   notwithstanding  the
provisions  of Section 5, have  against the Company,  any right which  Guarantor
may,  notwithstanding  the provisions of Section 5, have to proceed  against the
Company for reimbursement,  or both, (e) any defense based on any offset against
any  amounts  which  may be owed  by any  Person  to  Guarantor  for any  reason
whatsoever,  (f) any defense based on any act, failure to act, delay or omission
whatsoever  on the part of the Company,  or any other  person or entity,  of the
failure by the Company, or any other person or entity, to do any act or thing or
to observe or perform any  covenant,  condition  or  agreement to be observed or
performed by it or any other person or entity, under the Loan Agreement, (g) any
defense based upon any statute or rule of law which provides that the obligation

<PAGE>

of a  surety  must be  neither  larger  in  amount  nor in other  respects  more
burdensome  than that of the principal  provided,  that, upon payment in full of
the  Obligations,  this Guaranty shall no longer be of any force or effect,  (h)
any  defense,  setoff or  counterclaim  which may at any time be available to or
asserted by the Company against the Construction Consultant,  any Beneficiary or
any  other  Person  under  the  FADAA,  the  Loan  Agreement  or any of the Loan
Documents,  including  in  connection  with the  exercise of any judgment by the
Construction  Consultant or any other Person under the FADAA, the Loan Agreement
or by reason of the delay or failure by the  Construction  Consultant  any other
Person to perform their duties under the FADAA,  (i) any duty on the part of any
Beneficiary  to  disclose  to  Guarantor  any facts any  Beneficiary  may now or
hereafter  know about the Company or any other person or entity,  regardless  of
whether any  Beneficiary  has reason to believe  that any such facts  materially
increase the risk beyond that which Guarantor  intends to assume, or have reason
to  believe  that such  facts are  unknown to  Guarantor,  or have a  reasonable
opportunity to communicate such facts to Guarantor, since Guarantor acknowledges
that  Guarantor  is fully  responsible  for being and  keeping  informed  of the
financial  condition of the Company and all other persons or entities and of all
circumstances  bearing  on  the  risk  of  non-payment  of any  obligations  and
liabilities  hereby  guaranteed,  (j) the fact that Guarantor may at any time in
the  future  dispose of all or part of its direct or  indirect  interest  in the
Company or any other  person or entity,  (k) any defense  based on any change in
the time,  manner or place of any  payment  under,  or in any other term of, the
FADAA, the Loan Agreement,  the Loan Documents or any other amendment,  renewal,
extension,  acceleration,  compromise  or waiver of or any consent or  departure
from the terms of the FADAA, the Loan Agreement or any other Loan Document,  (l)
any defense arising  because of any  Beneficiary's  election,  in any proceeding
instituted  under the Federal  Bankruptcy  Code, of the  application  of Section
1111(b)(2) of the Federal  Bankruptcy  Code,  and (m) any defense based upon any
borrowing  or grant of a security  interest  under  Section  364 of the  Federal
Bankruptcy Code.

     5.  Subrogation.  Until all  obligations  and  liabilities of all kinds and
         -----------
nature under the Loan  Agreement and the other Loan Documents (as defined in the
Loan Agreement) (the "Loan Agreement  Obligations")  have been paid in full, (a)
Guarantor  shall not have any right of  subrogation  and  waives  all  rights to
enforce any remedy which any  Beneficiary  now has or may hereafter have against
the Company,  and waives the benefit of, and all rights to  participate  in, any
security  now or  hereafter  held by any  Beneficiary  from the  Company and (b)
Guarantor  waives any claim,  right or remedy  which  Guarantor  may now have or
hereafter  acquire  against the Company  that arises  hereunder  and/or from the
performance by the Guarantor hereunder including, without limitation, any claim,
remedy  or  right  of  subrogation,  reimbursement,  exoneration,  contribution,
indemnification,  or  participation  in  any  claim,  right  or  remedy  of  any
Beneficiary  against the Company,  or any security which any Beneficiary now has
or  hereafter  acquires,  whether or not such claim,  right or remedy  arises in
equity, under contract, by statute, under common law or otherwise.

     6. Bankruptcy.
        ----------

          (a) So long as any of the Loan Agreement  Obligations  are owed to any
     Beneficiary, Guarantor shall not commence, or join with any other Person in
     commencing,  any  bankruptcy,   reorganization,  or  insolvency  proceeding
     against the Company. The obligations of Guarantor under this Guaranty shall
     not be  altered,  limited  or  affected  by any  proceeding,  voluntary  or
     involuntary,   involving  the   bankruptcy,   reorganization,   insolvency,
     receivership,  liquidation or arrangement of the Company, or by any defense
     which the  Company  may have by reason of any order,  decree or decision of
     any court or administrative body resulting from any such proceeding.

<PAGE>

          (b)  So  long  as any  Loan  Agreement  Obligations  are  owed  to any
     Beneficiary,  to the extent of such Loan Agreement  Obligations,  Guarantor
     shall file, in any bankruptcy or other proceeding of or against the Company
     in which the filing of proofs of claims is  required or  permitted  by law,
     all claims  which  Guarantor  may have against the Company (but only to the
     extent)  relating  to any  indebtedness  of the Company to  Guarantor,  and
     hereby assigns to the Beneficiaries all rights of Guarantor thereunder.  If
     Guarantor  does not file any such  claim,  Lender as  attorney-in-fact  for
     Guarantor,  is hereby  authorized  to do so in the name of Guarantor or, in
     Beneficiary's  discretion,  to assign  the claim to a nominee  and to cause
     proofs  of claim to be filed  in the name of such  nominee.  The  foregoing
     power of  attorney  is coupled  with an  interest  and  cannot be  revoked.
     Beneficiaries  or their  respective  nominees  shall have the sole right to
     accept or reject any plan proposed in any such  proceeding  and to take any
     other action which a party filing a claim is entitled to take.  In all such
     cases,  whether in  administration,  bankruptcy  or  otherwise,  the person
     authorized to pay such a claim shall pay the same to the  Beneficiaries  to
     the extent of any Loan Agreement Obligations which then remain unpaid, and,
     to the full extent necessary for that purpose,  Guarantor hereby assigns to
     Beneficiaries   all  of   Guarantor's   rights  to  all  such  payments  or
     distributions  to which Guarantor  would  otherwise be entitled;  provided,
     however,  that  Guarantor's  obligations  hereunder  shall not be satisfied
     except to the extent that Beneficiaries  receive cash by reason of any such
     payment or distribution.  If Beneficiaries receive anything hereunder other
     than cash,  the same shall be held as collateral for amounts due under this
     Guaranty.

     7. Successions or Assignments.
        --------------------------

          (a) This  Guaranty  shall  inure to the benefit of the  successors  or
     assigns  of the  Beneficiaries  who  shall  have,  to the  extent  of their
     interest, the rights of Beneficiaries hereunder.

          (b) This Guaranty is binding upon Guarantor and his heirs,  executors,
     administrators, legal representatives, successors and assigns. Guarantor is
     not entitled to assign his obligations  hereunder to any other person,  and
     any purported assignment in violation of this provision shall be void.

     8. Waivers.
        -------

          (a) No delay on the part of any  Beneficiary  in exercising any of its
     rights  (including  those  hereunder)  and no  partial  or single  exercise
     thereof and no action or  non-action  by any  Beneficiary,  with or without
     notice to Guarantor or anyone else, shall constitute a waiver of any rights
     or shall affect or impair this Guaranty.

          (b) GUARANTOR  HEREBY WAIVES HIS RIGHT TO A JURY TRIAL OF ANY CLAIM OR
     CAUSE OF ACTION  BASED UPON OR ARISING OUT OF THIS  GUARANTY OR RELATING TO
     THE SUBJECT MATTER OF THIS GUARANTY AND THE RELATIONSHIP  BETWEEN GUARANTOR
     AND BENEFICIARIES  THAT IS BEING ESTABLISHED.  GUARANTOR  ACKNOWLEDGES THAT
     THIS  WAIVER IS A  MATERIAL  INDUCEMENT  TO  BENEFICIARIES  TO ACCEPT  THIS
     GUARANTY  AND  BENEFICIARIES  HAVE RELIED ON THE WAIVER IN  ACCEPTING  THIS
     GUARANTY,  AND THAT  BENEFICIARIES  WILL CONTINUE TO RELY ON THIS WAIVER IN
     THEIR RELATED FUTURE  DEALINGS.  GUARANTOR  FURTHER WARRANTS AND REPRESENTS
     THAT HE HAS  REVIEWED  THIS  WAIVER  WITH HIS  LEGAL  COUNSEL,  AND THAT HE
     KNOWINGLY  AND   VOLUNTARILY   WAIVES  HIS  JURY  TRIAL  RIGHTS   FOLLOWING
     CONSULTATION WITH LEGAL COUNSEL

     9.  Interpretation.  The  section  headings  in this  Guaranty  are for the
         --------------
convenience of reference  only and shall not affect the meaning or  construction
of any provision hereof.

     10. Notices. All notices in connection with this Guaranty shall be given by
         -------
notice  in  writing  hand-delivered  or sent  by  facsimile  transmission  or by
certified mail return-receipt requested (airmail, if overseas), postage prepaid.
All such notices shall be sent to the appropriate  telecopier number or address,
as the case may be, set forth in  Section  14 below or to such  other  number or
address as shall have been subsequently specified by written notice to the other
party,  and shall be sent with  copies,  if any, as  indicated  below.  All such
notices shall be effective upon receipt,  and  confirmation by answerback of any
such  notice so sent by  telecopier  shall be  sufficient  evidence  of  receipt
thereof.

<PAGE>

     11. Amendments.  This Guaranty may be amended only with the written consent
         ----------
of the parties hereto.

     12. Jurisdiction; Governing Law.
         ---------------------------

          (a) Any  action or  proceeding  relating  in any way to this  Guaranty
     shall be  brought  and  enforced  in the courts of the State of New York in
     Manhattan or of the United  States for the  Southern  District of New York.
     Any  such  process  or  summons  in  connection  with any  such  action  or
     proceeding  may be  served  by  mailing  a copy  thereof  by  certified  or
     registered mail, or any  substantially  similar form of mail,  addressed to
     Guarantor as provided for notices hereunder.

          (b) This Guaranty and the rights and  obligations  of Agent and of the
     Guarantor  shall be governed by and construed in accordance with the law of
     the State of New York without  reference to principles of conflicts of laws
     (other than Section 5-1401 of the New York General Obligations Law).

     13.  Integration  of Terms.  This  Guaranty  contains the entire  agreement
          ---------------------
between the  Guarantor  and, the  Beneficiaries  relating to the subject  matter
hereof and supersedes all oral statements and prior writing with respect hereto.

     14. Addresses.
         --------

          (a) The address of Guarantor for notices is:

                                    Sheldon G. Adelson
                                    3355 Las Vegas Boulevard South
                                    Las Vegas, Nevada 89109
                                    Telephone Number: (702)733-5500
                                    Telecopier Number: (702)733-5499

          (b) The address of the Beneficiaries for notices is:

                                    The Bank of Nova Scotia
                                    Loan Administration
                                    Suite 2700
                                    600 Peachtree Street N.E.
                                    Atlanta, Georgia 30308
                                    Attention: Craig Subryan
                                    Telephone Number: (404) 877-1547
                                    Telecopier Number: (404) 888-8998

                                    with a copy to:

                                    The Bank of Nova Scotia
                                    580 California Street
                                    Suite 2100
                                    San Francisco, CA  94104
                                    Attention: Alan Pendergast
                                    Telephone Number: (702) 733-5500
                                    Telecopier Number: (702) 733-5499


     15.  Interest;  Collection  Expenses.  Any  amount  required  to be paid by
          -------------------------------
Guarantor  pursuant  to the terms  hereof  shall bear  interest  at the  highest
default rate  provided in the Loan  Agreement  or the maximum rate  permitted by
law,  whichever  is  less,  from  the  date  due  until  paid  in  full.  If the
Beneficiaries  are  required to pursue any remedy  against  Guarantor  hereunder
(including,  without limitation,  any remedy in connection with enforcing clause
(B) of the first sentence of Section  2(b)(ii)  hereof),  Guarantor shall pay to
the Beneficiaries,  as the case may be, upon demand,  all reasonable  attorneys'
fees and expenses all other costs and expenses  incurred by the Beneficiaries in
enforcing this Guaranty.

     16. Reinstatement of Guaranty. This Guaranty shall continue to be effective
         -------------------------
or be reinstated, as the case may be, if at any time any payment to or on behalf
of the Company or by the Company or by Guarantor  hereunder is rescinded or must
otherwise  be returned by the  Beneficiaries  upon the  insolvency,  bankruptcy,
reorganization,  dissolution or liquidation of the Company or otherwise,  all as
though such payment had not been made.

<PAGE>

     17.  Counterparts.  The Guaranty  may be executed in one or more  duplicate
          ------------
counterparts, and when executed and delivered by all of the parties listed below
shall constitute a single binding agreement.

     18. No Benefit to the Company. This Guaranty is for the benefit of only the
         -------------------------
Beneficiaries and is not for the benefit of the Company. This Guaranty shall not
be deemed to be a contract to make a loan,  or extend  other debt  financing  or
financial accommodation, for the benefit of the Company, in each case within the
meaning of Section 365(e) of the Bankruptcy Code.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

     IN WITNESS  WHEREOF,  the  Guarantor  has caused  this  Guaranty to be duly
executed and delivered as of the day and year first written above.

                                                     /s/ Sheldon G. Adelson
                                                     ---------------------------
                                                     Sheldon G. Adelson