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                                  EXHIBIT 10.20

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

                        INDEMNITY AND GUARANTY AGREEMENT

     THIS  INDEMNITY  AND  GUARANTY  AGREEMENT  (this  "Agreement"),  made as of
December 20, 1999 by SHELDON G. ADELSON ("Principal"),  having an address at c/o
The Venetian,  3355 Las Vegas Boulevard  South, Las Vegas, NV 89109, in favor of
(i) The Bank of Nova Scotia,  a Canadian  chartered  bank, as  Collateral  Agent
under that  certain Loan  Agreement  dated of even date  herewith  among (A) the
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,  having  an  address  at 580
California  Street,  Suite 2100, San Francisco,  California  94104,  and (E) the
Borrower, as borrower (as amended,  supplemented or otherwise modified from time
to time,  the "Loan  Agreement";  capitalized  terms used herein and not defined
herein  having the meanings  ascribed to them in the Loan  Agreement),  (ii) The
Bank of Nova Scotia, a Canadian  chartered bank, as  Administrative  Agent under
the Loan Agreement,  having an address at 580 California Street, Suite 2100, San
Francisco,  California 94104,  (iii) GOLDMAN SACHS MORTGAGE COMPANY,  a New York
limited  partnership,  in its  capacity  as  Syndication  Agent  under  the Loan
Agreement,  having an address at 85 Broad Street, New York, New York 10004, (iv)
the  Lenders,  (v) the  respective  successors  and  assigns  of the  Agents (as
"Agents" under the Loan  Documents)  and of the Lenders (as "Lenders"  under the
Loan  Documents)  and (vi) any  affiliate  of any Agent or Lender that  acquires
title to the Trust  Property  after the  exercise  of any  remedies  under or in
connection  with the  Deed of Trust  (or in lieu  thereof)  (all of the  Persons
described  in  the  foregoing  clauses  (i)  through  and  including  (vi),  the
"Indemnified Parties"; each such Person, an "Indemnified Party").

W I T N E S S E T H:
- - - - - - - - - -

     WHEREAS,  Grand  Canal  Shops Mall  Subsidiary,  LLC.,  a Delaware  limited
liability  company  (the  "Borrower")  desires to have the  Lenders  make to the
Borrower,  pursuant  to and  subject to the  terms,  covenants,  agreements  and
conditions of the Loan  Agreement,  a loan in an aggregate  principal  amount of
$105,000,000 (the "Loan");

     WHEREAS,  the Lenders  are  unwilling  to make the Loan to the  Borrower as
aforesaid unless,  among other things,  the Principal executes and delivers this
Agreement;

     WHEREAS,  (i) the Principal owns all of the issued and  outstanding  voting
stock of (A) Las  Vegas  Sands,  Inc.,  a Nevada  corporation  ("LVSI")  and (B)
Interface Group Holding Company, Inc., a Nevada corporation  ("Interface Holding
Co."),  (ii) LVSI owns a managing member interest in, and Interface  Holding Co.
owns all  non-managing  membership  interests in Venetian Casino Resort,  LLC, a
Nevada limited  liability company  ("Venetian"),  (iii) Venetian owns all of the
membership  interests  in Mall  Intermediate  Holding  Company,  LLC, a Delaware
limited liability company ("Mall Intermediate Holdings"), (iv) Mall Intermediate
Holdings owns all of the membership  interests in Grand Canal Shops Mall Holding
Company, LLC, as Delaware limited liability company ("Mall Holdings"),  (v) Mall
Holdings  owns all of the  membership  interests in Grand Canal Shops Mall,  LLC
("Mall LLC") and (vi) Mall LLC owns all of the membership interests in Borrower;

     WHEREAS,  (i) LVSI owns all of the issued and  outstanding  voting stock of
Grand Canal Shops MM, Inc., a Nevada corporation ("MM Inc."),  (ii) MM Inc. owns
all of the issued and  outstanding  voting  stock of Grand  Canal  Shops Mall MM
Subsidiary Inc., a Nevada corporation  ("Managing Member") and (iii) immediately
after the funding of the Loan, (A) Mall Holdings shall assign a one percent (1%)
membership  interest in Mall Holdings to MM Inc.  (such that MM Inc. is the sole
managing member of Mall  Holdings);  and (B) Mall LLC shall assign a one percent
(1%)  managing  membership  interest in Borrower to Managing  Member  (such that
Managing Member is the sole managing member of Borrower);

     WHEREAS,  Principal will benefit, directly and indirectly,  from the making
by the Lenders to the Borrower of the Loan as aforesaid;

     NOW,  THEREFORE,  in  consideration of agreement by the Lenders to make the
Loan to the Borrower pursuant to and subject to the terms, covenants, agreements
and  conditions  of  the  Loan   Agreement,   and  the  covenants,   agreements,
representations  and warranties set forth in this Agreement,  the parties hereby
covenant, agree, represent and warrant as follows:

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1.                Indemnity and Guaranty.
                  ----------------------

(a)  Principal  hereby  assumes  liability  for,   guarantees   payment  to  the
     Indemnified Parties of, agrees to pay, protect, defend and save Indemnified
     Parties harmless and indemnifies  Indemnified Parties from and against, any
     and all  liabilities,  obligations,  losses,  damages,  costs and  expenses
     (including,  without  limitation,  reasonable  attorneys'  fees,  costs and
     disbursements), causes of action, suits, claims, losses (including, without
     limitation,  any  diminution  in the value of the security  afforded by the
     Collateral or any future  reduction of the sales price of the Collateral by
     reason of any of the following occurrences), demands and judgments of any
     nature or description whatsoever (collectively,  "Costs"), which may at any
     time be imposed upon, incurred by or awarded against Indemnified Parties as
     the result of:

     (1)  any fraud or intentional  misrepresentation committed by the Principal
          or any Related Person (as defined below); provided that, the Principal
          shall  not be  liable  under  this  clause  (1) for  consequential  or
          punitive damages and no Indemnified  Party shall be entitled to make a
          claim  under  this  clause  (1) for  breach of the  Subsection  4.1(J)
          Representation  and Warranty;  provided further that (x) the breach of
          the Subsection 4.1(J)  Representation  and Warranty shall constitute a
          Default and (y) the foregoing proviso shall not relieve or release, or
          be deemed to release  or  relieve,  (A) the  Principal  from  personal
          liability for an intentional  misrepresentation  made by the Principal
          or any Related Person,  (B) any Related Person from personal liability
          for an  intentional  misrepresentation  made by such Related Person or
          (C) the  Borrower  from  personal  liability  for a  misrepresentation
          (whether  intentional  or not) made by the  Principal  or any  Related
          Person,  in any case, with respect to any  representation  or warranty
          other  than  the  Subsection   4.1(J)   Representation   and  Warranty
          (including,  without  limitation,  any representation or warranty that
          relates  to  the  same  subject  matter  as  does  the  breach  of the
          Subsection 4.1(J) Representation and Warranty in question);

     (2)  (A) the misappropriation by the Principal or any Related Person of any
          funds disbursed from any Bank Account and/or from the Retainage Escrow
          Account and/or any Loss Proceeds,  or (B) any funds disbursed from any
          Bank Account and/or from the Retainage  Escrow Account and/or any Loss
          Proceeds not being applied for the purpose specified for such funds or
          Loss Proceeds in any Loan Document or in the REA due to the actions of
          the  Principal  or any  Related  Person,;  provided  that the  "Costs"
          payable  under this clause "(2)" shall be limited to the actual amount
          which has been so  misappropriated  or so not applied,  as applicable,
          together,  in any case,  with (x) Costs  incurred  by any  Indemnified
          Party  in  connection   with  the   enforcement  of  the   Principal's
          obligations  under this  Agreement  and (y) other  Costs  (other  than
          consequential  damages)  relating to any claim,  action or  proceeding
          made or brought  against any  Indemnified  Part(ies) as the direct and
          proximate result of such  misappropriation  or failure so to apply, as
          applicable;

     (3)  the  misappropriation by Principal or any Related Person of any tenant
          security  deposit or other  similar sum paid to or held by Borrower or
          any other Person in connection with the Trust Property;  provided that
          the "Costs"  payable  under this clause  "(3)" shall be limited to the
          actual  amount which has been so  misappropriated,  together  with (x)
          Costs  incurred  by any  Indemnified  Party  in  connection  with  the
          enforcement of the  Principal's  obligations  under this Agreement and
          (y) other Costs  (other than  consequential  damages)  relating to any
          claim,  action or proceeding  made or brought  against any Indemnified
          Part(ies) as the direct and proximate result of such misappropriation;

     (4)  if, due to the  actions of the  Principal  or any Related  Party,  the
          Rents,  accruing from and after the  occurrence of a monetary Event of
          Default,  shall not be applied, to pay any portion of the Indebtedness
          or to other sums required to be paid pursuant to the Loan Documents or
          to  other  amounts  payable  in  respect  of the  use,  operation  and
          maintenance of the Collateral in accordance with the terms of the Loan
          Documents;  provided that the "Costs"  payable under this clause "(5)"
          shall be limited to the actual  amount  which has been so not applied,
          together with Costs  incurred by any  Indemnified  Party in connection
          with  the  enforcement  of  the  Principal's  obligations  under  this
          Agreement; and/or

     (5)  any condition  which  constitutes  a Default under the Loan  Documents
          relating to Hazardous Substances,  Environmental Claims, Environmental
          Liens,  Remedial Work and/or  Environmental Laws that Principal or any
          of the Related  Persons  shall  deliberately  cause or direct  another
          Person to cause on or after the Closing Date;

<PAGE>

     The acts and omissions  described in the foregoing  clauses (1) through and
including (5) are collectively referred to as the "Recourse Acts".

(b)  This is a  guaranty  of  payment  and  performance  and not of  collection.

     Subject to the provisions of Section 1(c) below, the liability of Principal
     under this Agreement  shall be direct and immediate and not  conditional or
     contingent upon the pursuit of any remedies  against  Borrower or any other
     Person  (including,  without  limitation,  other  guarantors,  if any), nor
     against the collateral  for the Loan.  Subject to the provisions of Section
     1(c) below, Principal waives any right to require that an action be brought
     against  Borrower or any other  Person or to require  that resort be had to
     any  collateral  for the Notes or to any balance of any deposit  account or
     credit on the books of any  Indemnified  Party in favor of  Borrower or any
     other Person. Subject to the provisions of Section 1(c) below, in the event
     of a  default  under  the Loan  Documents  which is not  cured  within  any
     applicable  grace or cure period,  the  Indemnified  Parties shall have the
     right to enforce  their  rights,  powers and remedies  (including,  without
     limitation,  foreclosure  of all or any portion of the  collateral  for the
     Notes)  thereunder or hereunder,  in any order, and all rights,  powers and
     remedies   available  to  Indemnified   Parties  in  such  event  shall  be
     non-exclusive  and  cumulative  of all other  rights,  powers and  remedies
     provided thereunder or hereunder or by law or in equity. If the obligations
     guaranteed  hereby  are  partially  paid or  discharged  by  reason  of the
     exercise of any of the remedies  available  to  Indemnified  Parties,  this
     Agreement shall nevertheless remain in full force and effect, and Principal
     shall remain liable for all remaining  obligations  guaranteed hereby, even
     though  any  rights  which  Principal  may  have  against  Borrower  may be
     destroyed or diminished by the exercise of any such remedy.

(c)  Notwithstanding  anything to the contrary  contained  herein, to the extent
     that any  Indemnified  Party  shall be  entitled to make a claim under this
     Agreement  pursuant to subsection  1(a)(1)  hereof,  then such  Indemnified
     Party  shall not make such claim  until  after the Trust  Property  (or the
     relevant  portion  thereof)  shall have been sold or otherwise  transferred
     pursuant to the exercise of remedies  under the Loan  Documents (or in lieu
     of the exercise of such remedies); provided that (i) the provisions of this
     subsection  (c)  shall not apply to the  extent  that (A) such  Indemnified
     Party may lose the ability to  prosecute  such claim by such a delay and/or
     (B) such  Indemnified  Party  shall be  unable  to  realize  upon the Trust
     Property  (or the  relevant  portion  thereof)  as a result of the fraud or
     misrepresentation  in question and (ii) the  provisions of this  subsection
     (c) shall not apply to any claim  that  relates  to  Hazardous  Substances,
     Environmental Laws,  Environmental  Claims,  Remedial Work or Environmental
     Liens.  Nothing  contained in this subsection (c) shall in any way derogate
     from the limitation on liability provided for in subsection 1(a).

(d)  As used  herein,  the term  "Related  Persons"  shall  mean the  collective
     reference to David Friedman,  Stephen J. O'Connor, Bradley H. Stone, Robert
     G.  Goldstein,  Harold  D.  Miltenberger,   William  P.  Weidner  and  each
     individual that hereafter holds any office or position  currently  occupied
     by any of the  foregoing  (or any office or position that replaces any such
     currently existing office or position, provided that the duties required to
     be performed by the holder of such replacement  office or position include,
     in all material respects, the duties required to be performed by the holder
     of such currently existing office or position).

(e)  Nothing  contained in this Agreement  shall in any way prohibit,  restrict,
     limit or  condition,  or be  construed  to  prohibit,  restrict or limit or
     condition,  any rights or remedies afforded any Indemnified Party at law or
     in equity  (other  than any  limitations  on suits for  breach of  contract
     expressly set forth in this Agreement); provided that no party hereto shall
     be entitled to recover punitive damages against the Principal in connection
     with any tort,  contract  or other  cause of  action  with  respect  to any
     Recourse Act.

(f)  The  procedures  set forth in clause  (iii) of  Section  5.1(J) of the Loan
     Agreement shall apply to the indemnification  obligations of Principal with
     respect to the matters described in subsection 1(a)(5) hereof.

2.   Reinstatement of Obligations. If at any time all or any part of any payment
     ----------------------------
     made by Principal or received by any Indemnified Party from Principal under
     or with  respect to this  Agreement is or must be rescinded or returned for
     any reason  whatsoever  (including,  but not  limited  to, the  insolvency,
     bankruptcy  or   reorganization   of  Principal  or  Borrower),   then  the
     obligations  of  Principal  hereunder  shall,  to the extent of the payment
     rescinded  or  returned,   be  deemed  to  have   continued  in  existence,
     notwithstanding  such  previous  payment made by  Principal,  or receipt of
     payment  by  any  Indemnified  Party,  and  the  obligations  of  Principal
     hereunder shall continue to be effective or be reinstated,  as the case may
     be, as to such payment,  all as though such  previous  payment by Principal
     had never been made.

<PAGE>

3.   Waivers by Principal.  Subject to the provisions of subsection 1(c) hereof,
     --------------------
     and to the extent permitted by law,  Principal hereby waives and agrees not
     to assert or take advantage of:

(a)  Any right to require any Indemnified  Party to proceed against  Borrower or
     any other Person or to proceed  against or exhaust any security held by any
     Indemnified  Party  at any  time  or to  pursue  any  other  remedy  in any
     Indemnified  Party's power or under any other agreement  before  proceeding
     against Principal hereunder;

(b)  Any defense that may arise by reason of the incapacity,  lack of authority,
     death or  disability  of any other  Person or Persons or the failure of any
     Indemnified  Party  to file or  enforce  a claim  against  the  estate  (in
     administration,  bankruptcy or any other proceeding) of any other Person or
     Persons;

(c)  Demand,  presentment for payment, notice of nonpayment,  protest, notice of
     protest  and,  except as provided in the Loan  Documents  or as required by
     applicable  law, all other notices of any kind, or the lack of any thereof,
     including,  without limiting the generality of the foregoing, 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  Borrower,  any
     Indemnified  Party, any endorser or creditor of Borrower or of Principal or
     on the  part  of any  other  Person  whomsoever  under  this  or any  other
     instrument in connection  with any  obligation or evidence of  indebtedness
     held by any Indemnified Party;

(d)  Any defense based upon an election of remedies by the Indemnified Parties;

(e)  Any  right  or  claim of right  to  cause a  marshaling  of the  assets  of
     Principal;

(f)  Any duty on the part of any Indemnified  Party to disclose to Principal any
     facts any Indemnified Party may now or hereafter know about Borrower or the
     Trust Property,  regardless of whether any Indemnified  Party has reason to
     believe that any such facts materially  increase the risk beyond that which
     Principal  intends to assume or has  reason to believe  that such facts are
     unknown to Principal or has a reasonable  opportunity to  communicate  such
     facts to Principal,  it being understood and agreed that Principal is fully
     responsible  for being and keeping  informed of the financial  condition of
     Borrower,  of the  condition  of the  Trust  Property  and of any  and  all
     circumstances  bearing  on the  risk  that  liability  may be  incurred  by
     Principal hereunder;

(g)  Any invalidity,  irregularity or unenforceability,  in whole or in part, of
     any one or more of the Loan Documents;

     (h)  Any  deficiencies  in the collateral for the Loan or any deficiency in
          the  ability  of  any  Indemnified  Party  to  collect  or  to  obtain
          performance  from any Persons or entities now or hereafter  liable for
          the payment and performance of any obligation hereby guaranteed;

     (i)  An assertion or claim that the  automatic  stay  provided by 11 U.S.C.
          ss.  362  (arising  upon  the  voluntary  or  involuntary   bankruptcy
          proceeding  of  Borrower) or any other stay  provided  under any other
          debtor  relief  law  (whether  statutory,  common  law,  case  law  or
          otherwise) of any jurisdiction whatsoever, now or hereafter in effect,
          which may be or become applicable,  shall operate or be interpreted to
          stay,  interdict,  condition,  reduce or  inhibit  the  ability of any
          Indemnified  Party to enforce any of its rights,  whether now existing
          or hereafter  acquired,  which any Indemnified  Party may have against
          Principal or the collateral for the Loan;

     (j)  Any  modifications of the Loan Documents or any obligation of Borrower
          relating  to the Loan by  operation  of law or by action of any court,
          whether pursuant to the Bankruptcy Reform Act of 1978, as amended,  or
          any other debtor relief law (whether  statutory,  common law, case law
          or  otherwise)  of any  jurisdiction  whatsoever,  now or hereafter in
          effect, or otherwise;

     (k)  Any action,  occurrence,  event or matter  consented  to by  Principal
          under any provision hereof, or otherwise; and

     (l)  The  provisions  of NRS 40.430 to the full extent  provided for in NRS
          40.495(2).

<PAGE>

4.   General Provisions.
     -----------------

(a)  Fully Recourse.  Notwithstanding any provisions of any other Loan Documents
     --------------
     to the  contrary,  all of the terms and  provisions  of this  Agreement are
     recourse  obligations  of Principal and not restricted by any limitation on
     personal liability (other than as set forth herein).

(b)  Unsecured Obligations. Principal hereby acknowledges that the Lenders would
     --------------------
     not make the Loan but for the unsecured  personal  liability  undertaken by
     Principal herein.

(c)  Survival.  To the fullest extent  permitted by law, this Agreement shall be
     --------
     deemed to be continuing in nature and shall remain in full force and effect
     and shall survive the exercise of any remedy by any Indemnified Party under
     the Deed of Trust or any of the other Loan  Documents,  including,  without
     limitation, any foreclosure or deed in lieu thereof. If the Obligations (as
     defined in the Deed of Trust)  shall be paid and  performed  in  accordance
     with the terms,  agreements,  covenants,  provisions  and conditions of the
     Loan Documents (other than any  indemnification  obligations that shall not
     have  theretofore  arisen and that shall  survive  the payment of the other
     Obligations),  then the Principal's obligations under this Agreement (other
     than with  respect to Costs  relating  to actions  or  proceedings  made or
     brought against any Indemnified Party by any other Person) shall terminate.

(d)  Subordination.  Principal  hereby  subordinates any and all indebtedness of
     -------------
     Borrower now or hereafter owed to Principal to all indebtedness of Borrower
     to any  Indemnified  Party,  and agrees with the  Indemnified  Parties that
     Principal  shall not demand or accept any payment of  principal or interest
     from Borrower, shall not claim any offset or other reduction of Principal's
     obligations  hereunder  because of any such indebtedness and shall not take
     any action to obtain any of the collateral for the Loan;  provided that, so
     long as no Event  of  Default  shall  then  exist,  the  Borrower  shall be
     entitled  to pay to the  Junior  Lender,  and the  Junior  Lender  shall be
     entitled to receive from the Borrower, payments under the Junior Loan Note.

(e)  Rights  Cumulative;  Payments.  The obligations of Principal  hereunder are
     -----------------------------
     independent  of the  obligations of Borrower and the  Indemnified  Parties'
     rights  under  this  Agreement  shall be in  addition  to all rights of the
     Indemnified  Parties under the Notes,  the Deed of Trust and the other Loan
     Documents.  In the event of any  default  hereunder,  a separate  action or
     actions  may be brought and  prosecuted  against  Principal  whether or not
     Principal  is the alter ego of  Borrower  and  whether or not  Borrower  is
     joined  therein  or a  separate  action  or  actions  are  brought  against
     Borrower.  The Indemnified Parties' rights hereunder shall not be exhausted
     until all of the  obligations  of Principal  hereunder have been fully paid
     and performed.

<PAGE>

(f)  No Limitation on Liability.  Principal  hereby consents and agrees that the
     --------------------------
     Indemnified  Parties may at any time and from time to time without  further
     consent from Principal do any of the following events, and the liability of
     Principal  under this  Agreement  shall be  unconditional  and absolute and
     shall in no way be  impaired  or  limited by any of the  following  events,
     whether  occurring  with or without  notice to Principal or with or without
     consideration:  (i) any extensions of time for performance  required by any
     of the Loan  Documents or  otherwise  granted by any  Indemnified  Party or
     extension or renewal of any Note; (ii) any sale,  assignment or foreclosure
     of any Note,  the Deed of Trust or any of the other Loan  Documents  or any
     sale or transfer of the Trust Property; (iii) any change in the composition
     of Borrower,  including,  without limitation,  the withdrawal or removal of
     Principal from any current or future  position of ownership,  management or
     control of Borrower; (iv) the accuracy or inaccuracy of the representations
     and warranties  made by Principal  herein or by Borrower in any of the Loan
     Documents;  (v) the release of  Borrower  or of any other  Person or entity
     from performance or observance of any of the agreements,  covenants,  terms
     or conditions  contained in any of the Loan  Documents by operation of law,
     any  Indemnified  Party's  voluntary act or otherwise;  (vi) subject to the
     provisions of section 1(c) hereof,  the release or substitution in whole or
     in part of any security for the Loan;  (vii) the failure to record the Deed
     of Trust or to file any financing  statement (or the improper  recording or
     filing thereof) or to otherwise perfect, protect, secure or insure any lien
     or  security   interest  given  as  security  for  the  Loan;   (viii)  the
     modification of the terms of any one or more of the Loan Documents; or (ix)
     the taking or failure  to take any action of any type  whatsoever.  No such
     action which any Indemnified Party shall take or fail to take in connection
     with the Loan  Documents or any  collateral for the Loan, nor any course or
     dealing with Borrower or any other Person,  shall limit,  impair or release
     Principal's  obligations  hereunder,  affect this  Agreement  in any way or
     afford  Principal  any  recourse  against any  Indemnified  Party.  Nothing
     contained  in this Section  shall be  construed to require any  Indemnified
     Party to take or refrain from taking any action referred to herein.

(g)  Enforcement.  This Agreement is subject to enforcement at law or in equity,
     -----------
     including actions for damages or specific performance.

(h)  Attorneys' Fees. In the event it is necessary for any Indemnified  Party to
     ---------------
     retain the  services of an attorney  or any other  consultants  in order to
     enforce this Agreement, or any portion thereof,  Principal agrees to pay to
     such  Indemnified   Party  any  and  all  reasonable  costs  and  expenses,
     including,  without  limitation,  reasonable  attorneys'  fees,  costs  and
     disbursements,  incurred by such Indemnified  Party as a result thereof and
     such costs, fees and expenses shall be included in Costs.

(i)  Successive  Actions.  A separate right of action hereunder shall arise each
     -------------------
     time an Indemnified Party acquires  knowledge of any matter  indemnified or
     guaranteed  by Principal  under this  Agreement.  Separate  and  successive
     actions may be brought hereunder to enforce any of the provisions hereof at
     any time and from time to time.  No action  hereunder  shall  preclude  any
     subsequent  action, and Principal hereby waives and covenants not to assert
     any  defense  in the nature of  splitting  of causes of action or merger of
     judgments.

(j)  Reliance.  The Lenders would not agree to make the Loan to Borrower without
     --------
     Principal   entering   into   this   Agreement.   Accordingly,    Principal
     intentionally and unconditionally  enters into the covenants and agreements
     as  set  forth  above  and  understands  that,  in  reliance  upon  and  in
     consideration of such covenants and agreements, the Loan shall be made and,
     as part and parcel thereof,  specific  monetary and other  obligations have
     been,  are being  and  shall be  entered  into  which  would not be made or
     entered into but for such reliance.

(k)  Waiver  by  Principal.  Principal  covenants  and  agrees  that,  upon  the
     ---------------------
     commencement  of a voluntary or  involuntary  bankruptcy  proceeding  by or
     against  Borrower,  Principal shall not seek or cause Borrower or any other
     Person or  entity  to seek a  supplemental  stay or other  relief,  whether
     injunctive  or  otherwise,  pursuant  to 11  U.S.C.  ss.  105 or any  other
     provision of the  Bankruptcy  Reform Act of 1978, as amended,  or any other
     debtor relief law, (whether  statutory,  common law, case law or otherwise)
     of any jurisdiction whatsoever, now or hereafter in effect, which may be or
     become applicable,  to stay,  interdict,  condition,  reduce or inhibit the
     ability of any  Indemnified  Party to enforce any rights of any Indemnified
     Party against Principal by virtue of this Agreement or otherwise.

<PAGE>

(l)  Governing  Law;   Submission  to  Jurisdiction.   (i)  This  Agreement  was
     ----------------------------------------------
     negotiated  in 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), this Agreement 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.

(ii) Any legal  suit,  action or  proceeding  arising out of or relating to this
     Agreement may be instituted in any federal or state court in New York,  New
     York. The Principal  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  jurisdiction of any such court in any such suit,  action or
     proceeding.  The Principal 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 Principal at its principal  executive  offices  (mailed or delivered to
     the Principal in the manner provided in this Agreement)  shall be deemed in
     every respect effective service of process upon the Principal,  in any such
     suit,  action or  proceeding  in the State of New York.  The  Principal (i)
     shall give prompt notice to the Administrative Agent of any changed address
     of its authorized  agent  hereunder,  (ii) 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 (iii) 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.

(m)  Notices.  All notices,  demands,  consents,  approvals,  requests and other
     -------
     communications  required or permitted hereunder  ("Notices") shall be given
     in accordance  with the  provisions of Section 10.6 of the Loan  Agreement,
     provided that the Principal's address for Notices is as follows:

                   c/o The Venetian
                   3355 Las Vegas Boulevard South
                   Las Vegas, NV 89109
                   Facsimile Number: (702) 733-5620
                   Telephone Number: (702) 733-5500

(o)  TRIAL BY JURY. EACH OF PRINCIPAL AND EACH INDEMNIFIED PARTY, 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  AGREEMENT,  ANY NOTE OR ANY OTHER LOAN
     DOCUMENT.  BY THEIR ACCEPTANCE OF THIS AGREEMENT,  EACH  INDEMNIFIED  PARTY
     SHALL BE DEEMED TO HAVE AGREED TO SUCH WAIVER.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

     IN WITNESS WHEREOF, Principal has executed this Agreement as of the day and
year first above written.

                                                        /s/ Sheldon G. Adelson
                                                       -----------------------
                                                          SHELDON G. ADELSON

<PAGE>

STATE OF NEW YORK )
                  )  ss.:
COUNTY OF NEW YORK)


     On this ___ day of ____________,  before me came Sheldon G. Adelson,  to me
known  to be the  individual  described  in,  and who  executed,  the  foregoing
instrument, and acknowledged that he executed the same.

                                                              /s/
                                                              -----------------
                                                                   Notary Public

                                                               [Notarial Stamp]