<PAGE>

                                  EXHIBIT 10.23

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

                 THIS JUNIOR NOTE IS SUBJECT AND SUBORDINATE TO
                  THE SENIOR LOAN DOCUMENTS (AS DEFINED BELOW)
                      AS MORE PARTICULARLY SET FORTH BELOW

JUNIOR NOTE
$35,000,000

                                                              New York, New York

                                                               December 20, 1999


                  FOR VALUE RECEIVED,  the  undersigned,  GRAND CANAL SHOPS MALL
SUBSIDIARY,  LLC, a Delaware  limited  liability  company,  having its principal
place of business at 3355 Las Vegas  Boulevard  South,  Las Vegas,  Nevada 89109
(the  "Maker" or the  "Borrower"),  promises to pay, no later than the  Maturity
Date, to the order of SGA DEVELOPMENT, INC., a Nevada corporation (together with
any  subsequent  holder(s)  of this Junior  Note,  the  "Holder")  at its office
located at 3355 Las Vegas Boulevard South,  Las Vegas,  Nevada 89109, or at such
other  address as the  Holder may from time to time  designate  in  writing,  in
lawful money of the United States of America and in immediately available funds,
the principal sum of Thirty-Five  Million and 00/100  Dollars  ($35,000,000)(the
"Loan  Amount") in  accordance  with the  provisions  hereof.  The Maker further
agrees to pay interest on the unpaid  principal  amount hereof from time to time
in accordance with the provisions hereof.  Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in that certain Junior
Deed of Trust,  dated as of even date herewith,  by and among Maker, as Grantor,
Lawyers  Title of Nevada,  Inc.,  as  Trustee,  and SGA  Development,  Inc.,  as
Beneficiary (the "Junior Deed of Trust").

1. This Junior Note is secured by the Junior Deed of Trust.

1. The Loan (as defined in Schedule A) shall  consist of one advance  (the "Loan
Advance"),  in a principal  amount equal to the Loan  Amount,  to be made to the
Borrower on the date hereof (the "Closing Date"), and there shall be no advances
of the Loan made after the Closing Date.

1.  Proceeds  of the Loan  shall be used  solely to  finance  a  portion  of the
purchase  price of the Trust  Property in accordance  with the provisions of the
Second Sale and Contribution Agreement (as defined in Schedule A attached hereto
and made a part hereof).

1. Subject to the  provisions  of Section 24 hereof,  Borrower  shall pay to the
Holder interest on the Loan from the Closing Date to but excluding the date upon
which the Loan shall be repaid in full as  described in this Section 4. The Loan
shall bear interest for each Interest  Accrual Period (as defined in Schedule A)
with  respect  thereto  at a rate of  fourteen  percent  (14%)  per  annum  (the
"Interest Rate"). Interest on the Loan shall accrue on the outstanding principal
amount  thereof and compound  monthly  commencing on the Closing Date.  Interest
with  respect to the period  commencing  on the Closing  Date and ending on (and
including)  the last day of the calendar month in which the Closing occurs (such
period,  the "Initial Interest Period") shall be payable on the date hereof and,
commencing  with the second  calendar month next following the calendar month in
which the Closing Date occurs, interest shall be payable in arrears on the first
(1st) day of each and every  calendar  month through the calendar month in which
the Maturity Date (as defined in Schedule A) occurs,  unless,  in any such case,
such day is not a Business  Day (as defined in Schedule  A), in which event such
interest  shall be payable on the first  Business Day following  such date (such
date for any  particular  month,  the "Payment  Date").  The entire  Outstanding
Principal Indebtedness (as defined in Schedule A) of the Loan, together with all
accrued but unpaid  interest  thereon  shall be due and payable on the  Maturity
Date by the Borrower to the Holder, and Borrower shall also pay, on the Maturity
Date,  all other  amounts due under the Junior Loan  Documents  (as  hereinafter
defined) on the Maturity Date to the parties  entitled  thereto under the Junior
Loan  Documents.  Interest  shall be computed on the basis of a 360-day year and
the actual number of days elapsed.

1. At such time as an Event of Default (as  hereinafter  defined)  that is not a
monetary  default shall exist,  the Borrower shall pay to the Holder interest at
the  Default  Rate (as  defined  in  Schedule  A) on the  Outstanding  Principal
Indebtedness,  and on due but  unpaid  interest  thereon  (but  not on  interest
payable pursuant to this Section 5), and shall pay to the Holder interest at the
Default  Rate on any other  amount  owing to Holder  not paid when due,  in each
case, from the date that such amount first becomes due until such amount is paid
in full.

<PAGE>

1. So long as no Event of  Default  shall  exist,  subject  to the other  terms,
provisions and conditions of this Section 6, the Borrower may prepay this Junior
Note  and  the  Loan  in  whole  or in part on any  Business  Day,  without  any
prepayment fee or premium; provided, however, that, any such prepayment shall be
accompanied by (i) all accrued  interest on the Loan, and (ii) any other amounts
then due under the Junior Loan Documents.

1. Loan Advances that are repaid may not be reborrowed.

1. All proceeds  relating to any repayments of the Loan occurring while an Event
of  Default  shall  exist,  shall  be  applied  to pay:  first,  any  reasonable
out-of-pocket  costs and  expenses  of the  Holder  arising  as a result of such
repayment  or  Event  of  Default  or  enforcement  of the  Loan  in  connection
therewith,  and any other portion or portions of the Indebtedness (as defined in
Schedule A) other than  principal and interest;  second,  any accrued and unpaid
interest  then  payable with  respect to the Loan or the portion  thereof  being
repaid; and third, the outstanding principal amount of the Loan.

1.  Except  as  otherwise   specifically   provided  herein,  all  payments  and
prepayments under this Junior Note shall be made to the Holder by 11:00 a.m. New
York City time, on the date such payment or prepayment, as applicable, is due in
lawful  money of the United  States of America  by wire  transfer  in federal or
other immediately  available funds by deposit to an account specified in writing
by Holder to Borrower.  Any funds  received by the Holder after such time shall,
for all  purposes  hereof,  be deemed  to have been paid on the next  succeeding
Business  Day. All payments made by the Borrower  hereunder,  or by the Borrower
under the other  Junior  Loan  Documents,  shall be made  irrespective  of,  and
without any deduction for, any set-offs or counterclaims.

1. All payments made by the Borrower  under this Junior Note or any other Junior
Loan  Document  shall be made  free and  clear  of,  and  without  deduction  or
withholding  for or on account of, any present or future income,  stamp or other
taxes,  assessments,  levies,  imposts,  duties,  charges,  fees,  deductions or
withholdings,  now or hereafter imposed, levied, collected, withheld or assessed
by any governmental authority (other than gross receipts taxes, net income taxes
and franchise taxes (imposed in lieu of net income taxes) imposed on Holder as a
result of a payment  under the Junior  Loan  Documents)  (all such  non-excluded
taxes, levies, imposts, duties, charges, fees, deductions and withholdings being
hereinafter  collectively  referred to as "Taxes"). If any Taxes are required to
be withheld from any amounts payable to Holder hereunder, under this Junior Note
or under any other Junior Loan Document,  the amounts so payable to Holder shall
be increased to the extent  necessary to yield to Holder  (after  payment of all
Taxes)  such  amounts  payable at the rates or in the  amounts,  as  applicable,
specified in this Junior Note or the applicable  Junior Loan Document.  Whenever
any Taxes are payable by the Borrower,  as promptly as possible  thereafter  the
Borrower  shall send to the Holder for its own  account a  certified  copy of an
official receipt showing payment thereof.

1. The  principal  sum  evidenced  by this Junior  Note,  together  with accrued
interest and other amounts due hereunder may become  immediately due and payable
upon the occurrence of any Event of Default as provided herein.

1. The occurrence of one or more of the following events shall be an "Event of
Default" hereunder:


(a)  if the Borrower shall fail to pay, when due in accordance with the terms of
     this Junior Note or the other Junior Loan Documents, any accrued and unpaid
     interest and such failure  shall  continue for five (5) Business Days after
     notice that Borrower has failed to pay the same on the due date therefor;

(b)  if the Borrower shall fail to pay all of the then outstanding  Indebtedness
     (as defined in Schedule A) on the Maturity Date;

(c)  if there  shall  exist at any time an "Event of  Default" as defined in the
     Senior Loan Documents (as hereinafter defined);


1. With respect to the amounts due  pursuant to this Junior Note,  to the extent
permitted under  applicable law, the Maker waives the following:  (1) all rights
of exemption of property from levy or sale under  execution or other process for
the collection of debts under the  Constitution  or laws of the United States or
any state thereof;  and (2) demand,  presentment,  protest,  notice of dishonor,
notice of  nonpayment,  suit against any party,  diligence in collection of this
Junior Note, and all other  requirements  necessary to enforce this Junior Note,
except for notices, if any, required by the express terms included hereunder.

<PAGE>

1. In no event shall the amount of interest  (and any other sums or amounts that
are  deemed  to  constitute  interest  under  applicable  laws)  due or  payable
hereunder  (including,  without  limitation,  interest calculated at the Default
Rate) exceed the maximum amount of interest  payable under  applicable laws (the
"Maximum  Amount"),  and in the event such payment is inadvertently  paid by the
Maker or  inadvertently  received by the  Holder,  then such excess sum shall be
credited  as a payment of  principal,  and if in excess of the then  outstanding
principal  balance,  shall  be  immediately  returned  to the  Maker  upon  such
determination.  It is the express  intent  hereof that the Maker not pay and the
Holder not receive,  directly or  indirectly,  interest in excess of the Maximum
Amount.

1. The Holder is hereby  authorized to endorse on Schedule B attached hereto (or
on a  continuation  of  Schedule  B attached  hereto and made a part  hereof) an
appropriate  notation  evidencing  each payment of interest or other amounts due
hereunder.  Schedule B shall,  absent  manifest  error,  constitute  prima facie
evidence of the accuracy of the information  contained  therein.  The failure of
the Holder to make a notation  on Schedule B as  aforesaid  shall not affect the
obligations  of the Maker  hereunder or under any other Junior Loan  Document in
any respect.

1. Holder shall not, by any act, delay, omission or otherwise, be deemed to have
modified,  amended,  waived,  extended,  discharged or terminated  any of its or
their rights or remedies,  and no modification,  amendment,  waiver,  extension,
discharge or termination of any kind shall be valid unless in writing and signed
by the Holder.  All rights and  remedies  of the Holder  under the terms of this
Junior Note and applicable statutes or rules of law shall be cumulative, and may
be exercised  successively or  concurrently.  The Maker agrees that there are no
defenses,  equities or setoffs with respect to the obligations set forth herein,
and to the extent any such defenses,  equities,  or setoffs may exist,  the same
are hereby expressly released, forgiven, waived and forever discharged.

1. Wherever possible, each provision of this Junior Note shall be interpreted in
such manner as to be  effective  and valid  under  applicable  laws,  but if any
provision of this Junior Note shall be prohibited by or invalid under applicable
laws, such provision  shall be ineffective to the extent of such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Junior Note.

1. This Note was  negotiated in New York,  and made by the Maker and accepted by
the Holder in the State of New York and the proceeds of this Note were disbursed
from New York,  which State the parties agree has a substantial  relationship to
the  parties  and to the  underlying  transaction  embodied  hereby,  and in all
respects (including, without limitation,  matters of construction,  validity and
performance).

1. This Junior Note and the obligations  arising hereunder shall be governed by,
and construed in accordance  with, the laws of the State of New York  applicable
to  contracts  made and  performed in such State and any  applicable  law of the
United States of America.

1. Any legal suit, action or proceeding  against the Holder or the Maker arising
out of or relating to this Junior Note may be instituted in any federal or state
court in New York, New York.  The Maker hereby (i)  irrevocably  waives,  to the
fullest extent  permitted by applicable  law, any objection  which it may now or
hereafter  have to the  laying of venue of any such suit,  action or  proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum, and (ii) irrevocably submits to
the  non-exclusive  jurisdiction  of any such court in any such suit,  action or
proceeding.   The  Maker  does  hereby   designate  and  appoint   Prentice-Hall
Corporation  System,  Inc. as its authorized  agent to accept and acknowledge on
its behalf  service of any and all process which may be served in any such suit,
action or  proceeding in any federal or state court in New York,  New York,  and
agrees that  service of process  upon said agent with a copy to the Maker at its
principal executive offices,  (a) hand delivered or (b) sent by (i) certified or
registered  United  States mail,  postage  prepaid,  or (ii)  expedited  prepaid
delivery service,  either commercial or United States Postal Service, with proof
of attempted  delivery to the Maker,  shall be deemed in every respect effective
service of process upon the Maker, in any such suit, action or proceeding in the
State of New York. The Maker (i) may at any time and from time to time designate
a substitute authorized agent with an office in New York, New York (which office
shall be  designated  as the  address for  service of  process),  and (ii) shall
promptly  designate such a substitute if its authorized  agent ceases to have an
office in New York,  New York or is dissolved  without  leaving a successor.  2.
Notwithstanding anything to the contrary contained herein, this Junior Note (and
all the terms and provisions  hereof) is made subject to the following terms and
conditions:

<PAGE>

a) As used herein, the following terms shall have the following meanings:

(1)  "Junior  Deed of Trust"  means the  Junior  Deed of Trust,  as the same may
hereafter  be  amended,  modified,  extended,  restated,  replaced,  renewed  or
supplemented  from time to time in each case, in accordance  with the provisions
of this Section 21;

(1) "Junior  Indebtedness"  means the collective  reference to (i) the principal
indebtedness   evidenced  by  this  Junior  Note,   (ii)   interest   (including
post-petition  interest,  if any,  and  interest  at the  Default  Rate)  on the
principal  indebtedness evidenced by this Junior Note and (iii) all premiums, if
any, and all other amounts, indebtedness,  obligations and liabilities of Maker,
whether now existing or hereafter incurred or created,  payable, owing or due to
Junior Lender under or with respect to the Junior Loan Documents.

(1) "Junior Lender" means SGA Development, Inc. and its permitted successors and
assigns;

(1) "Junior Loan  Documents"  means this Junior Note,  the Junior Deed of Trust,
and all  other  documents,  instruments  and  agreements  evidencing,  securing,
guaranteeing,  relating to or otherwise  delivered in connection with the Junior
Indebtedness;

(1) "Junior  Note" means this Junior Note, as the same may hereafter be amended,
modified,  extended,  restated,  replaced,  renewed or supplemented from time to
time, in accordance with the provisions of this Section 21;

(1) "Senior  Assignment  of Rents" means that certain  Assignment  of Leases and
Rents  dated  as of the date  hereof,  by  Grantor  in favor of The Bank of Nova
Scotia,  as  collateral  agent for the lenders  from time to time parties to the
Senior Loan Agreement (in such  capacity,  the "Senior Loan  Collateral  Agent")
affecting  the  Trust  Property,  as the same may have  been and as the same may
hereafter  be  amended,  modified,  extended,  restated,  replaced,  renewed  or
supplemented from time to time;

(1) "Senior Deed of Trust" means that certain Fee and  Leasehold  Deed of Trust,
Assignment of Leases and Rents,  Security Agreement and Fixture Filing, dated as
of the date  hereof,  from  Grantor to Lawyers  Title Of Nevada,  Inc., a Nevada
corporation, as trustee, for the use and benefit of the Senior Collateral Agent,
which was recorded in the Office of the Clark County Recorder on ____________ in
Book ________,  as Instrument No. _________ and encumbers the Trust Property, as
the same may have  been and as the  same may  hereafter  be  amended,  modified,
extended, restated, replaced, renewed or supplemented from time to time;

(1) "Senior  Indebtedness"  means the collective  reference to (A) the principal
indebtedness evidenced by the Senior Note, (B) interest (including post-petition
interest,   if  any,  and  interest  at  the  Default  Rate)  on  the  principal
indebtedness  evidenced by the Senior Note and (C) all premiums, if any, and all
other amounts, indebtedness, obligations and liabilities of Grantor, whether now
existing or hereafter incurred or created,  payable,  owing or due to any Senior
Loan  Agent  or a  Senior  Lender  under  or with  respect  to the  Senior  Loan
Documents.

(1) "Senior Lenders" means the Lenders from time to time parties to the Senior
Loan Agreement;

(1)  "Senior  Loan  Agents"  means the  "Agents"  as such term is defined in the
Senior Loan Agreement.

(1) "Senior Loan  Agreement"  means that certain Loan Agreement  dated as of the
date hereof among the Senior Lenders from time to time parties thereto,  Goldman
Sachs Mortgage Company, as the Syndication Agent, the Bank of Nova Scotia as the
Collateral  Agent,  The Bank of Nova  Scotia,  as the  Administrative  Agent and
Grantor,  as the same may have been and as the same may  hereafter  be  amended,
modified,  extended,  restated,  replaced,  renewed or supplemented from time to
time;

(1) "Senior Loan Documents"  means the Senior Loan  Agreement,  the Senior Note,
the  Senior  Deed of  Trust,  the  Senior  Assignment  of  Leases  and all other
documents,   instruments  and  agreements  evidencing,  securing,  guaranteeing,
relating to or otherwise  delivered in connection with the Senior  Indebtedness,
as the same may have been and as the same may  hereafter  be amended,  modified,
extended, restated, replaced, renewed or supplemented from time to time;

(1) "Senior Loan Required Lenders" means the "Required  Lenders" as such term is
defined in the Senior Loan Agreement.

(1) "Senior Loan Syndication Agent" means the "Syndication Agent" as defined in
the Senior Loan Agreement.

(1) "Senior Loan Collateral Agent" means the "Collateral Agent" as defined in
the Senior Loan Agreement.

<PAGE>

(1) "Senior Notes" means the collective  reference to those certain Notes,  each
of which is dated as of even date  herewith,  made by  Grantor to the order of a
Senior Lender and which notes are in the aggregate  original principal amount of
$105,000,000,  as any or all of the same may have  been and as any or all of the
same may hereafter be amended, modified,  extended,  restated, replaced, renewed
or supplemented from time to time.

a)  The  Junior  Loan  Documents,  all  liens  and  security  interests  created
thereunder, all of the Junior Lender's rights and remedies under the Junior Loan
Documents  (including,  without  limitation,  Junior  Lender's  right to receive
payment of the Junior Indebtedness),  any additional advance of funds thereunder
and any  supplemental  or  additional  mortgage or other  document or instrument
evidencing,  securing in whole or in part, or otherwise  relating to, the Junior
Indebtedness or any modification,  renewal or extension  thereof  (regardless of
the time of recording of any such  mortgage or other  document)  are, and at all
times shall be, subject and subordinate to the Senior Loan Documents,  all liens
and security  interests  created  thereunder,  all of the Senior Loan Collateral
Agent's,  the other  Senior  Loan  Agents'  and the Senior  Lenders'  rights and
remedies under the Senior Loan Documents  (including,  without  limitation,  the
Senior Loan  Agents'  and the Senior  Lenders'  right to receive  payment of the
Senior Indebtedness),  and any additional advances made by any Senior Loan Agent
or any Senior  Lender  under the Senior  Loan  Documents,  any  supplemental  or
additional  mortgage or other  document or  instrument  evidencing,  securing in
whole  or in  part or  otherwise  relating  to the  Senior  Indebtedness  or any
modification,  renewal or extension thereof, regardless of the time of recording
of any such mortgage or other document or instrument.

a) The subordination  provided for herein automatically,  and without any notice
to, consent of, or action by Junior Lender or any other party whatsoever,  shall
extend to all modifications, renewals, refinancings, replacements and extensions
whatsoever  of any of the  Senior  Loan  Documents.  No release or waiver by any
Senior Loan Agent or any Senior  Lender of any of its rights  against any person
or entity under the Senior Loan Documents  shall require notice to or consent of
Junior Lender or any other party,  nor shall any such release or waiver  operate
as a defense  to or release of any of the  obligations  of Junior  Lender or the
rights of any  Senior  Loan  Agent or the Senior  Lender  under the Senior  Loan
Documents.  Without  limiting the  generality  of any of the  foregoing,  Junior
Lender hereby consents to any increases of the Senior Indebtedness.

a) Without the prior written consent of the Senior Loan Required Lenders, Junior
Lender shall not take any Enforcement Action (as defined below) under the Junior
Loan  Documents  unless all  Senior  Indebtedness  shall have been  indefeasibly
satisfied in full for a period of ninety (90) days.  "Enforcement  Action" means
the commencement of a foreclosure proceeding,  the exercise of a statutory power
of sale, the collection of any Rents (as defined in the Senior Loan  Agreement),
the taking of a deed or  assignment in lieu of  foreclosure,  the obtaining of a
receiver or the taking of any other  enforcement  action against,  the taking of
possession  or control of, the Trust  Property  (or any portion  thereof) or any
other collateral  securing the Junior Indebtedness or the exercise of any of the
other rights (at the time that there shall exist a default under the Junior Loan
Documents)  or  remedies  available  to  Junior  Lender  under the  Junior  Loan
Documents or otherwise available to Junior Lender at law or in equity.

a) Junior  Lender shall not assert any default under any Junior Loan Document as
a result  of  Maker's  compliance  with  the  terms  of any of the  Senior  Loan
Documents.

a) So  long as any  Senior  Loan  Document  shall  be in  effect  or any  Senior
Indebtedness shall not have been indefeasibly satisfied in full, notwithstanding
anything  contained  herein  to the  contrary,  Junior  Lender  shall (A) not be
entitled to receive any award or proceeds (or any portion thereof) in connection
with any Taking (as defined in the Senior Loan  Agreement)  affecting  the Trust
Property or any portion  thereof or any  insurance  proceeds with respect to the
Trust Property,  the Maker or any portion thereof, and Junior Lender agrees that
all such  awards and  proceeds  shall be applied  as the  Senior  Loan  Required
Lenders shall direct,  including,  without limitation,  to the payment of all or
any of the Senior  Indebtedness  and/or to the restoration of the Trust Property
(or any portion  thereof,  as the Senior Loan  Required  Lenders  shall elect in
their  sole  discretion),  (B)  execute  such  non-disturbance  agreements  with
licensees,  sublicensees,  tenants and other users and occupants  (collectively,
"Tenants")  of the Trust  Property  (or any portion  thereof) as the Senior Loan
Syndication  Agent shall require,  (C) execute such partial  releases of deed of
trust and other appropriate releases, without consideration,  as the Senior Loan
Syndication  Agent shall direct upon the  conveyance of any portion of the Trust
Property,  and (D) if applicable,  execute such subordination  agreements as the
Senior  Loan  Syndication  Agent  shall  direct  upon  (i)  the  filing  of  any
declaration  of  condominium  approved by the Senior Loan  Syndication  Agent in
respect to the Trust Property (or any portion thereof) and (ii) the recording of
any  easement,  right-of-way  or other  encumbrance  approved by the Senior Loan
Syndication Agent in respect to the Trust Property (or any portion thereof).

<PAGE>

a) Junior Lender waives any claim or right of  subrogation  which it may have to
any lien, estate,  right or other interest in the Trust Property (or any portion
thereof)  that is, or may be,  equal to or prior in right to the Senior  Deed of
Trust or any other Senior Loan Document.

a)  Junior  Lender  shall  not  increase,   renew,  extend,  restate,   replace,
supplement,  amend or modify any Junior Loan Document or the Junior Indebtedness
(and the total  indebtedness  secured or evidenced by the Junior Loan  Documents
cannot be  increased)  (other than  capitalization  of interest or the making of
"protective"  advances,  in each case, in accordance with the express provisions
of the Junior Loan Documents and of the Senior Loan Documents)) without, in each
case,  the prior  written  consent  of the  Senior  Loan  Administrative  Agent;
provided  that the  Senior  Loan  Administrative  Agent  shall not  unreasonably
withhold or delay its consent to any amendment of or  modification to any Junior
Loan Document that does not (i) effect an increase in the Junior Indebtedness or
the interest  rate(s)  applicable  thereto,  (ii) change the  provisions of this
Section  21 or (iii)  accelerate  the  maturity  date  applicable  to the Junior
Indebtedness  or the date upon  which any of the  Junior  Indebtedness  shall be
payable.

a) To further evidence the subordinations and provisions  referred to in clauses
(b) through (h) above,  Junior  Lender  agrees that,  within ten (10) days after
request by the Senior Loan Syndication  Agent, it will do, execute,  acknowledge
and deliver all and every such  further  acts,  deeds,  conveyances,  documents,
estoppels and  instruments as the Senior Loan  Syndication  Agent may reasonably
request for the better  assuring and  evidencing of the foregoing  subordination
and provisions.

a) Unless and until a Trigger Event (as defined below) shall occur, payments may
be made under or in respect of the Junior  Indebtedness or under the Junior Loan
Documents only if and to the extent that all Senior  Indebtedness then presently
due and payable and all other payments required to be made under the Senior Loan
Documents  have  been  paid in full in cash and  there  shall  not then  exist a
Default  (as  defined  in the Senior  Loan  Agreement)  or Event of Default  (as
defined in the Senior Loan Agreement) (a "Senior Event of Default").

a) If (i) any of the  following  shall occur:  (a) any  insolvency,  bankruptcy,
receivership,   custodianship,   assignment   for  the  benefit  of   creditors,
liquidation,   reorganization,   readjustment,   composition  or  other  similar
proceeding  relating to Maker or its  property,  whether  under any  bankruptcy,
reorganization or insolvency law or laws,  federal or state, or any law, federal
or  state,  relating  to  relief  of  debtors,   readjustment  of  indebtedness,
reorganization,  composition  or extension or otherwise,  (b) any proceeding for
any partial or total liquidation, liquidating distribution, dissolution or other
winding-up  of  Maker,  voluntary  or  involuntary,  whether  or  not  involving
insolvency or bankruptcy proceedings,  or (c) any other marshaling of the assets
of Maker (any of the foregoing  events, a "Proceeding"),  (ii) a Senior Event of
Default  shall  occur and not be waived in writing by the Senior  Loan  Required
Lenders,  or (iii) the maturity of any Senior Indebtedness shall be accelerated,
then and in any such event (any of such events, a "Trigger  Event"),  the Senior
Indebtedness  shall be  indefeasibly  paid in full in cash before any payment or
distribution,  whether in cash, securities, or other property or right, shall be
made under or in respect of the Junior  Indebtedness or any Junior Loan Document
(a  "Subordinated  Payment"),  whether it is due or not due,  and Junior  Lender
agrees that any payment or  distribution  of any kind or  character,  whether in
cash,  securities,  or other property or right,  which would  otherwise (but for
these subordination provisions) be payable or deliverable under or in respect of
the Junior  Indebtedness or the Junior Loan Documents shall be paid or delivered
directly to the Senior Loan  Administrative  Agent for application in payment of
the Senior  Indebtedness  until all Senior  Indebtedness shall have been paid in
full in cash.

a) Junior Lender hereby  undertakes  and agrees,  upon the request of the Senior
Loan Syndication Agent, to execute,  verify, deliver and file in a timely manner
any  proofs  of  claim,  consents,  assignments  or other  action  necessary  or
appropriate  to enforce the  obligations of Maker to Senior Lender in respect of
the  Subordinated  Payments,  all in order to preserve  and  maintain all claims
against Maker for  Subordinated  Payments so that the Senior Loan Agents and the
Senior  Lenders  will have the benefit of such claims as provided  herein.  Upon
failure of Junior Lender to do so (or upon the Senior Loan  Syndication  Agent's
determination,  in its sole discretion, that the Junior Lender is likely to fail
to do so), the Senior Loan  Collateral  Agent shall be deemed to be  irrevocably
appointed the agent and  attorney-in-fact  of Junior Lender to execute,  verify,
deliver  and file any such  proofs  of  claim,  consents,  assignments  or other
instrument, and to receive and collect any and all dividends, payments, or other
disbursements  made thereon in whatever  form the same may be paid or issued and
to apply the same on account of the Senior  Indebtedness.  Junior  Lender hereby
declares that the foregoing  power is coupled with an interest and such power is
and shall be irrevocable by Junior Lender.

a) If any payment or distribution of any character,  by setoff or otherwise,  or
any security,  whether in cash, securities or other property,  shall be received
by Junior Lender in  contravention  of any of the terms hereof,  such payment or
distribution  or  security  shall be  received  in trust for the benefit of, and
shall be promptly  paid over or  delivered  and  transferred  to the Senior Loan
Administrative  Agent for application to the payment of the Senior  Indebtedness
to the extent necessary to pay the Senior  Indebtedness in full. No such payment
or  distribution  so paid over or delivered and  transferred  to the Senior Loan
Administrative  Agent  shall be  deemed  a  payment  in  respect  of the  Junior
Indebtedness.  In the event of the failure of Junior Lender to endorse or assign
any such payment, distribution or security, the Senior Loan Administrative Agent
is hereby irrevocably authorized to endorse or assign the same to itself.

<PAGE>

a) Upon the  occurrence  of any  Proceeding,  the  provisions of this Section 21
shall remain in full force and effect,  and the Junior Lender hereby consents to
the authority of the court having  jurisdiction  over the Proceeding to preserve
such priority and  subordination  in approving any such plan of  reorganization,
arrangement or liquidation.

                            For so long as any  Senior  Loan  Document  shall be
in effect or any Senior Indebtedness shall not have been indefeasibly  satisfied
in full,  the  Junior  Lender  shall not,  without  the  Administrative  Agent's
consent,  which may be granted or withheld in its sole and absolute  discretion,
modify or amend the "single purpose  entity"  provisions set forth in paragraphs
THIRD, TENTH, ELEVENTH,  TWELFTH and THIRTEENTH of Amended and Restated Articles
of  Incorporation  of the Borrower (which Borrower  covenants and agrees to file
with the Nevada  Secretary  of State by December 31, 1999) and shall comply with
such provisions in all material respects.

                           The Senior  Lenders and the Senior Loan Agents are
intended third party  beneficiaries  of the provisions of this Section 21.

                           Anything  contained  herein,  or in any other  Junior
Loan  Documents to the contrary  notwithstanding,  no recourse  shall be had for
the  payment of the  principal  or  interest  on this Junior Note or for any
other  Indebtedness  hereunder  or under any other Junior Loan Document  against
any direct or indirect  shareholder,  director,  officer, member,  partner or
incorporator of the Borrower for any deficiency or other sum owing with respect
to this Junior Note or any other  Indebtedness  arising under this  Junior  Note
or any Junior  Loan  Document;  provided,  however,  that the foregoing
provisions of this paragraph shall not (x) affect or prejudice,  or be deemed to
affect  or  prejudice,  the  rights of any  Lender to (1) (A)  proceed against
Borrower or against the Borrower's   assets   (including,   without limitation,
the Collateral) or (B) proceed against any other Person that may be a party to a
Junior Loan  Document (to the extent  provided  therein) or against any such
other  Person's  assets (to the  extent  of its  liability  under the applicable
Junior  Loan  Document  to which it is a party)  and/or (2)  recover damages
against  any  individual  for  his  or her  own  fraud  or  intentional
misrepresentation;  and/or (y) constitute a waiver,  release or discharge of any
indebtedness  or  obligation  evidenced  by this  Junior  Note or secured by, or
otherwise  relating to, the Junior Loan  Documents,  and the same shall continue
until paid or discharged in full.

                           Maker  shall have the  right,  upon  prior  written
notice to Holder, without the payment of any fee or compensation,  to extend the
initial Maturity Date under this Junior Note from December 16, 2004 by three (3)
years, to December 16, 2007.

                           Notwithstanding  anything to the contrary  contained
herein or in any of the other Junior Loan Documents, Maker shall not be entitled
or  permitted  to make any  payments in respect of this Junior Note or under the
Junior Loan  Documents  except as  expressly  provided in this Section 24. Maker
shall be entitled and permitted to make current  payments under this Junior Note
and the other  Junior  Loan  Documents  but,  in the case of each  such  current
payment,  only to the  extent  that there was  Excess  Cash Flow (as  defined in
Schedule  A) during  the  Interest  Accrual  Period  immediately  preceding  the
Interest Accrual Period in which the payment in question is being made; provided
that at any time that a Senior Event of Default shall exist,  no payments  shall
be permitted  under the Junior Loan  Documents.  Notwithstanding  the foregoing,
interest under the Junior Loan Documents  shall, in all events,  be permitted to
accrue and compound in accordance with the provisions hereof (including, without
limitation,  the third  sentence  of Section 4 hereof).  If any payment (or part
thereof) under this Junior Note or any of the other Junior Loan Documents is not
made pursuant to the second  sentence of this Section 24, the  obligation to pay
the same shall be deferred until and to the extent that both (a) no Senior Event
of Default  exists and (b) Excess Cash Flow is sufficient  to pay the same.  The
Senior Lenders and the Senior Loan Agents are intended third party beneficiaries
of the provisions of this Section 24.

<PAGE>

1.  Notwithstanding  anything to the contrary  contained herein or in any of the
other Junior Loan Documents, if the Holder shall desire to assign or participate
out the Loan or the Junior Loan  Documents  or any interest  therein,  it shall,
except in the case of an  assignment  to an  Affiliate  (as  defined in Schedule
A)(which  shall be permitted  without the  provisions  of this Section 25 (other
than the second to last  sentence  of this  Section  25)  applying),  afford the
Senior  Lenders  the right to  purchase  the same by  providing  the Senior Loan
Collateral  Agent with written  notice of its intent to so assign or participate
out,  which written  notice shall set forth the material terms and conditions of
such desired  assignment or participation  (the "Offer  Notice").  If the Senior
Loan  Collateral  Agent,  within  thirty (30) days after receipt of such notice,
notifies  the Holder in writing  that all the Senior  Lenders (or, if the Senior
Lenders  otherwise agree in writing,  one or more of the Senior Lenders) wish to
consummate the  transaction  described in the Offer Notice,  then the Holder and
such Senior Lender(s) shall be obligated to so consummate such  transaction.  If
the Senior Loan  Collateral  Agent does not send such written notice within such
thirty  (30)  day  period,   then  the  Holder  may  consummate  the  applicable
transaction on substantially  the terms contained in the applicable Offer Notice
no later than one hundred  eighty (180) days after the expiration of such thirty
(30) day period.  If the Holder does not so consummate such  transaction  within
such one hundred eighty (180) day period, then the provisions of this Section 25
shall once again be applicable.  Notwithstanding the foregoing,  (i) in no event
shall the Loan or the Junior Loan  Documents or any portion  thereof be assigned
or participated  out to any Person that is not an Acceptable  Holder (as defined
in Schedule A) or an Alternate Lender (as defined in Schedule A) approved by the
Senior Loan Collateral Agent (which approval shall not be unreasonably withheld,
conditioned  or  delayed),  and (ii) in no event shall all or any portion of the
Loan or the Junior  Loan  Documents  be  assigned  or  participated  by or to an
Affiliate of Maker at any time that a Senior Event of Default  shall exist.  The
Senior Lenders and the Senior Loan Agents are intended third party beneficiaries
of the provisions of this Section 25.

1.  Subject to the  provisions  of Section  21(h),  Holder  may,  at its option,
require  Maker  to  enter  into  a  loan  agreement  and  other  loan  documents
substantially  in the form of, and containing  similar  covenants and provisions
as, the Senior Loan Agreement and the other Senior Loan Documents.

                  EACH OF THE HOLDER AND THE MAKER,  TO THE FULLEST  EXTENT THAT
IT MAY  LAWFULLY  DO SO,  WAIVES  TRIAL  BY JURY IN ANY  ACTION  OR  PROCEEDING,
INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY ANY PARTY HERETO WITH
RESPECT TO THIS  JUNIOR  NOTE AND BY HOLDER'S  ACCEPTANCE  OF THIS JUNIOR  NOTE,
HOLDER SHALL BE DEEMED TO HAVE AGREED TO THE FOREGOING WAIVER.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
<PAGE>

                  IN WITNESS  WHEREOF,  the Maker has caused this Junior Note to
be properly executed on the date of the notarial  acknowledgment  below, and has
authorized  this  Junior  Note to be dated as of the day and  year  first  above
written.

                     GRAND CANAL SHOPS MALL SUBSIDIARY, LLC

By: Grand Canal Shops Mall, LLC, as managing member

By: Grand Canal Shops Mall Holding Company, LLC, as managing member

By:Mall Intermediate Holding Company, LLC, as managing member

By: Venetian Casino Resort, LLC, as sole Member

By: Las Vegas Sands, Inc., as managing Member

By: /s/ David Friedman

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

<PAGE>

State of New York )
                           :  ss.:
County of New York )

                  The  foregoing   instrument  was  acknowledged  before  me  on
December 17, 1999, by David Friedman,  as Assistant to the Chairman of the Board
and  Secretary of Las Vegas Sands,  Inc.,  a  corporation  which is the managing
member of Venetian Casino Resort,  LLC, a limited liability company which is the
sole  member of Mall  Intermediate  Holding  Company,  LLC, a limited  liability
company which is the managing member of Grand Canal Shops Mall Holding  Company,
LLC, a limited  liability  company  which is the managing  member of Grand Canal
Shops Mall,  LLC, a limited  liability  company which is the managing  member of
Grand Canal Shops Mall Subsidiary, LLC, a limited liability company which is the
party to this document.

                                            /s/ Todd Matthias

                                            -----------------------------
                                            Notary Public

<PAGE>

Schedule A

Certain Definitions

Note: All  capitalized  terms used and not defined in this Schedule A shall have
the  respective  meaning  assigned  thereto  in the  Junior  Note to which  this
Schedule A is attached.

"Acceptable Holder" shall mean any of the following: (i) a savings bank, savings
and loan  association,  commercial  bank,  pension fund,  trust company (whether
acting  individually or in a fiduciary  capacity) or insurance  company (whether
acting  individually or in a fiduciary capacity) that has a combined capital and
surplus of $500,000,000  or more (each of the entities  described in this clause
(i), an "Institutional Lender"), or (ii) a real estate investment trust existing
in  compliance  with  Sections 856 through 860 of the  Internal  Revenue Code of
1986,  as amended from time to time, or a regional or national  shopping  center
development  company,  in either case,  whose  shares are  publicly  traded on a
national  securities  exchange and that has an equity market  capitalization  of
$250,000 or more.

"Accounts" shall mean  collectively,  the "REA Insurance Premium  Account",  the
"Tax Escrow Account",  the "Retainage Escrow Account", the "Brokerage Commission
Account",  the "Management Fees Escrow Account,  the "Operating Expense Account"
and the SNDA Deposit Escrow Account", as each such term is defined in the Senior
Loan Agreement.

"Affiliate"  of  any  specified  Person  means  any  other  Person  controlling,
controlled by or under common control with such specified  Person.  For purposes
of this  definition,  "control"  when used with respect to any specified  Person
means the power to direct the management  and policies of such Person,  directly
or  indirectly,  whether  through the  ownership of voting  securities  or other
beneficial interests, by contract or otherwise;  and the terms "controlling" and
"controlled" have the meanings correlative to the foregoing.

"Alternate  Lender"  shall mean any Person that shall not be, and shall not have
been, a party (or an Affiliate of a party):  (i) with whom any Senior  Lender or
Agent (or any Affiliate  thereof) or any other third-party lender shall have had
a dispute based either on (a) alleged bad faith  dealings or fraudulent  conduct
or (b) an alleged  intentional  breach with respect to an agreement  between any
Senior  Lender  of Agent (or any  Affiliate  thereof)  or any other  third-party
lender and the party in question (or any Affiliate  thereof) or (ii) the subject
of any action, proceeding,  hearing or investigation (a) alleging or relating to
criminal activity or (b) to revoke any material license or permit.

"Business  Day"  means any day other  than a day  which is (i) a  Saturday  or a
Sunday  or (ii) a day on which  federally-insured  depository  institutions  are
authorized  or obligated by law,  governmental  decree or executive  order to be
closed;  provided  that when used with  respect to an Interest  Accrual  Period,
"Business  Day" shall mean a day on which banks in London,  England and New York
City, New York are open for dealing in foreign currency and exchange.

"Capital  Expenditures"  means  costs of  capital  expenditures  (determined  in
accordance with GAAP) incurred by the Borrower in connection  with  replacements
and capital improvements and repairs made to the Real Property.

"Default" means the occurrence of any event which,  but for the giving of notice
or the passage of time, or both, would be an Event of Default.

"Default  Rate" means the per annum interest rate equal to the lesser of (i) the
Interest  Rate plus 4.00% per annum or (ii) the maximum  interest rate which the
Borrower may by law pay or Holder may charge and collect under applicable law.

"Equipment Lease" shall have the meaning set forth in the Senior Loan Agreement.

"Excess Cash Flow" means,  for any period of time,  the excess of (i)  Operating
Income for such  period  over (ii) the sum of (A)  Operating  Expenses  for such
period plus (B) amounts  paid by the  Borrower  during such period in respect of
the  Senior   Indebtedness  and  the  Junior   Indebtedness   plus  (C)  Capital
Expenditures  paid by the Borrower during such period (except to the extent paid
using funds in any of the Accounts in accordance with the terms,  provisions and
conditions of the Senior Loan Documents) plus (D) amounts  deposited by Borrower
during such period,  in accordance  with the terms of the Senior Loan Agreement,
into the Accounts.

<PAGE>

"Indebtedness" means, at any time, the then Outstanding Principal  Indebtedness,
together  with all other  obligations  and  liabilities  due or to become due to
Holder  pursuant  hereto,  under this Junior Note or under or in accordance with
any of the other Junior Loan Documents, and all other amounts, sums and expenses
then or thereafter  payable to Holder  hereunder or pursuant to this Junior Note
or any of the other Junior Loan Documents.

"Interest  Accrual Period" means, in connection with the calculation of interest
accrued with respect to any specified  Payment Date, (i) initially,  the Initial
Interest Period and (ii) thereafter, the period from and including the preceding
Payment Date to but excluding such specified  Payment Date,  provided,  however,
that no Interest  Accrual Period shall extend beyond the Maturity  Date.  Solely
for  purposes of this  definition,  the day next  following  the last day of the
Initial Interest Period shall be deemed to be a "Payment Date".

"Insurance  Premiums"  has the  meaning  provided in Section  5.1(X)(ii)  of the
Senior Loan Agreement.

"Loan" means the loan in the principal amount of $35,000,000 to be made, subject
to the terms and conditions  contained  herein and in the Junior Loan Documents,
by the Holder to the Borrower on the Closing Date.

"Maturity Date" means the later to occur of (i) December 16, 2004 or (ii) in the
event the  Borrower  elects to extend  the term of the Loan by three (3)  years,
December 16, 2007.

"Operating  Expenses" means,  with respect to any period of time, and subject to
the next sentence,  expenses that were actually paid by the Borrower during such
period in connection with the operation or maintenance of the Collateral (or any
portion thereof), or the operation of Borrower's business at the Trust Property,
including:  (i) all rent and other  amounts  payable  under any ground  lease or
underlying lease (including the Billboard Master Lease,  Lutece Master Lease and
the Canyon Ranch Master Lease),  (ii) Impositions,  (iii) Insurance Premiums (to
the extent payable by Borrower under the REA), (iv) wages,  salaries, and fringe
benefits  of  employees  engaged  in the  operation  or  management  of the Real
Property  Collateral  (as  defined in the Junior  Deed of Trust) (or any portion
thereof) or the Borrower's business,  (v) fees and other amounts paid in respect
of  utilities  serving  the Trust  Property  (as  defined in the Junior  Deed of
Trust),  (vi) fees,  costs and expenses for  cleaning,  janitorial  and security
services  with  respect to the Trust  Property (or any portion  thereof),  (vii)
professional fees incurred in connection with the operation or management of the
Trust Property (or any portion  thereof),  (viii) repair and  maintenance  costs
with respect to the Trust Property (or any portion  thereof),  (ix) advertising,
marketing and other  promotional  expenses incurred in connection with the Trust
Property (or any portion  thereof) or the  Borrower's  business,  (x) travel and
entertainment  costs  incurred  in  connection  with the Trust  Property  or the
Borrower's business, (xi) amounts payable under Equipment Leases, (xiii) amounts
payable by the Borrower under the Property Agreements (including Common Charges)
and (xiv)  amounts  payable by the Borrower to the Interest  Rate Cap  Agreement
counterparty.  "Operating  Expenses"  shall  not  include  (a)  depreciation  or
amortization  or other  noncash  items (other than expenses that are or were, as
applicable, due but not yet paid or are described in the parenthetical contained
in clause (c) below), (b) income or franchise taxes payable by the Borrower, (c)
Capital Expenditures (except to the extent includable, under GAAP, in Borrower's
operating expenses for the period of time in question), (d) any amounts that are
payable under the Senior Loan Documents or the Junior Loan Documents and (e) all
amounts covered by the preceding  sentence to the extent paid using funds in any
of the Accounts in accordance  with the terms,  provisions and conditions of the
Senior Loan Documents.

"Operating  Income"  means,  for any period of time, all Rents that are actually
received by, or for the benefit of, Borrower during such period.

"Outstanding  Principal  Indebtedness" means, at any time of determination,  the
aggregate principal amount of the Loan that is then outstanding.  "Person" means
any individual,  corporation,  limited  liability  company,  partnership,  joint
venture, estate, trust, unincorporated  association,  any federal, state, county
or municipal  government  or any bureau,  department  or agency  thereof and any
fiduciary acting in such capacity on behalf of any of the foregoing.

"Second Sale and  Contribution  Agreement"  means that  certain  Second Sale and
Contribution Agreement between Grand Canal Shops Mall, LLC, as seller, and Grand
Canal Shops Mall Subsidiary, LLC, as purchaser, dated as of the date hereof.