<PAGE>

                                  EXHIBIT 10.39

                                SUBORDINATED NOTE

$15,000,000

                              Las Vegas Sands, Inc.

                         3355 Las Vegas Boulevard South

                                     Room 1B

                               Las Vegas, NV 89109

                                                               November 12, 1999

     FOR VALUE  RECEIVED,  Las Vegas  Sands,  Inc.,  a Nevada  corporation  (the
"Maker"),  hereby  promises  to pay to the  order of  Sheldon  G.  Adelson  (the
"Holder"),  his  successors,  assigns,  heirs or legal  representatives,  at the
offices of the  Holder,  c/o Las Vegas  Sands,  Inc.,  3355 Las Vegas  Boulevard
South,  Room 1A, Las Vegas,  NV 89109,  or at such other  place as the holder of
this Subordinated Note shall specify,  on June 1, 2006 (or on such later date as
the parties shall mutually agree), in such coin or currency of the United States
of America as at the time  shall be legal  tender for the  payment of public and
private debts,  the aggregate  unpaid principal amount of all loans and advances
(each an  "Advance")  made by Holder to the  Maker as set  forth on  Schedule  I
hereto and in  accordance  with  Section 4 hereof,  plus all  accrued and unpaid
interest  and  interest  added  to the  outstanding  principal  amount  of  this
Subordinated Note pursuant to the terms hereof.

     The Maker promises to pay interest on the outstanding  principal  amount of
this Subordinated Note in accordance with Section 3 hereof.

     Definitions.
     -----------
The terms  defined in this Section 1 shall have the  following  meanings for all
purposes in this Subordinated Note:

"Adelson Intercreditor Agreement" means that certain Intercreditor Agreement,
-------------------------------
dated as of November 14, 1997,  by and among the Bank Agent,  the Mortgage  Note
Trustee, the Senior Subordinated Note Trustee, the Mall Construction Lender, the
Maker,  VCR, Mall  Construction and Sheldon G. Adelson,  as amended from time to
time in accordance with its terms.

"Advance"  shall  have the  meaning  set  forth in the first  paragraph  of this
 -------
Subordinated Note.  "Advance Date" means any date upon which there is an Advance
made  by  Holder  to the  Maker  pursuant  to the  terms  of  Section  4 of this
Subordinated Note.

"Bank Agent" means The Bank of Nova Scotia.  "Bank Credit  Facility"  means that
-----------
certain  Credit  Agreement,  dated as of November 14, 1997,  among the Maker and
VCR, as borrowers,  the lenders from time to time party  thereto,  Goldman Sachs
Credit  Partners L.P., as arranger and syndication  agent,  and The Bank of Nova
Scotia, as administrative agent, as amended from time to time in accordance with
its terms, together with any related documents  (including,  without limitation,
the  Amendment  to Bank  Credit  Agreement,  dated as of May 10,  1999,  and the
Limited Waiver and Second  Amendment to Credit  Agreement,  dated as of November
12, 1999).

"Capitalized  Interest  Date"  shall have the  meaning  ascribed to such term in
----------------------------
Section 3 of this Subordinated Note.

     "Company" means the Maker and VCR.

      -------
     "Event of Default"  means an Event of Default under the  Subordinated  Note
      ----------------
Indenture.

<PAGE>

     "Facilities Agreements" means, collectively,  the Bank Credit Facility, the
      ---------------------
FF&E Facility, the Mortgage Note Indenture and the Subordinated Note Indenture.

     "FF&E Facility" means that certain Term Loan and Security Agreement,  dated
      -------------
as of December  22,  1997,  among the Maker and VCR, as  borrowers,  the lenders
named  therein,  BancBoston  Leasing  Inc.,  as Co-Agent,  and General  Electric
Capital  Corporation,  as Administrative  Agent, as amended from time to time in
accordance  with its terms,  together  with all  related  documents  (including,
without  limitation,  the Limited  Waiver and First  Amendment  to Term Loan and
Security Agreement, dated as of November 12, 1999).

     "Guarantors" means, collectively,  Mall Construction, Lido Intermediate and
      ----------
Mall Intermediate.

     "Holder"  shall have the meaning set forth in the first  paragraph  of this
      -----
Subordinated Note.

     "Intercreditor Agent" means The Bank of Nova Scotia.
      -------------------
     "Intercreditor Agreement" means that certain Intercreditor Agreement, dated
      -----------------------
as of  November  14,  1997,  among  Bank  Agent,  Mortgage  Note  Trustee,  Mall
Construction  Lender,  Senior  Subordinated  Note Trustee and the  Intercreditor
Agent.  "Liabilities"  means all  loans,  principal,  and  obligations,  however
         -----------
arising,  owed by the Company and their direct and indirect  subsidiaries  under
the Facilities  Agreements.  "Lido Intermediate" means Lido Intermediate Holding
                              -----------------
Company, LLC, a Delaware limited liability company.

     "Maker"  shall have the  meaning set forth in the first  paragraph  of this
      -----
Subordinated Note.

     "Mall  Construction"  means  Grand Canal  Shops Mall  Construction,  LLC, a
      -----------------
Delaware limited liability company.

     "Mall  Intermediate"  means  Mall  Intermediate  Holding  Company,  LLC,  a
      ------------------
Delaware limited liability company.

     "Mortgage Note  Indenture"  means that certain  Mortgage  Notes  Indenture,
      ------------------------
dated as of November 14, 1997,  by and among the Maker and VCR, as issuers,  the
Guarantors  and the  Mortgage  Note  Trustee,  as  amended  from time to time in
accordance with its terms.

     "Mortgage  Note Trustee"  means First Trust  National  Association,  in its
      ----------------------
capacity as trustee under the Mortgage Note Indenture, and any successor trustee
under such Mortgage Note Indenture.

     "Senior  Debt"  means  (i) all  indebtedness  outstanding  under any of the
      ------------
Facilities  Agreements,  any guarantees thereof and all hedging obligations with
respect thereto and (ii) all Liabilities with respect to the foregoing.

     "Senior  Subordinated Note Trustee" means First Union National Bank, in its
      ---------------------------------
capacity as trustee under the  Subordinated  Note  Indenture,  and any successor
trustee under such Subordinated Note Indenture.

     "Subordinated Note Indenture" means that certain Senior  Subordinated Notes
      ---------------------------
Indenture,  dated as of November  14,  1997,  by and among the Maker and VCR, as
issuers,  the Guarantors and the Senior  Subordinated  Note Trustee,  as amended
from time to time in accordance with its terms.

     "VCR"  means  Venetian  Casino  Resort,  LLC,  a Nevada  limited  liability
      ---
company.

     The Note. This Subordinated Note will provide a working capital facility to
     --------
the Maker.  The Maker hereby agrees to use the proceeds from any Advances  under
this  Subordinated  Note  for  working  capital  purposes,   including,  without
limitation, making interest and principal payments on the Facilities Agreements.

<PAGE>

     Interest.  Interest on the outstanding  principal  amount,  if any, of each
     --------
Advance  shall  accrue  from and after the  Advance  Date with  respect  to such
Advance, calculated on the basis of a 360-day year for the actual number of days
elapsed,  at the rate of twelve  percent  (12%) per  annum  until  paid in full;
provided, that interest on any portion of any Advance not paid at maturity shall
instead accrue at the rate of fourteen  percent (14%) per annum. On each January
1st and July 1st (each such date shall be referred  to herein as a  "Capitalized
Interest Date") until the maturity of this  Subordinated Note (whether at stated
maturity,  by  acceleration  or  otherwise),  the  aggregate  amount of interest
accrued  on the  outstanding  principal  balance  of each  Advance  through  and
including  such  Capitalized  Interest  Date  shall be added to the  outstanding
principal  amount  of such  Advance  on such  Capitalized  Interest  Date.  Upon
repayment  in full of all  principal,  interest  and other  amounts then due and
payable under the Bank Credit  Facility and the  termination  of the Bank Credit
Facility,  the Maker may, at its option and in lieu of accruing  such  interest,
pay all accrued and unpaid  interest  (other than interest  which has previously
been capitalized) in cash on the applicable Capitalized Interest Date so long as
no default or event of default under any Facilities  Agreement  exists, or would
result from such cash interest payment. Subject to Section 7 hereof, accrued and
unpaid interest shall be payable in cash upon maturity of this Subordinated Note
(whether at stated maturity, by acceleration or otherwise) and from time to time
thereafter  upon demand of the Holder  until this  Subordinated  Note is paid in
full.

     Advances.  From time to time prior to the final scheduled  maturity of this
     --------
Subordinated  Note,  upon five days'  notice to the Holder  from the Maker,  the
Holder agrees to make Advances to the Maker (provided that the unpaid  principal
amount of all Advances  (excluding any interest added to the principal amount of
this Subordinated  Note) shall in no event exceed  $15,000,000).  At the time of
the making of each Advance, if any, the Holder shall make a notation on Schedule
I of this Subordinated Note, specifying the date and the amount of such Advance;
provided, however, that a failure to make a notation with respect to any Advance
shall not limit or otherwise  affect the  obligation of the Maker  hereunder and
recognition of payment of principal or interest on this  Subordinated Note shall
not be  affected  by the  failure  to make a  notation  on said  Schedule  I. If
necessary  to evidence an  extension  of the payment date or any other change in
the provisions of this  Subordinated  Note agreed to in writing by the Maker and
the  Holder,  the  Maker  shall  furnish  a new  note in  substitution  for this
Subordinated Note. The first notation made by the Holder on the advance schedule
attached to the replacement Subordinated Note shall be the most recent aggregate
outstanding  principal balance appearing on the advance schedule attached to the
replaced  note.  Any Advances paid under Section 5 prior to the final  scheduled
maturity of this Subordinated Note may be reborrowed under this Section 4.

I.  Prepayments.  Upon the payment in full of all principal,  interest and other
    -----------
amounts  then due and payable  under the Senior  Debt,  the Maker shall have the
right from time to time to prepay this  Subordinated  Note, in whole or in part,
together with accrued  interest on the amount  prepaid to the date of prepayment
without penalty or premium. Prior to such payment, the Maker shall have no right
to prepay this  Subordinated  Note,  except as  provided in the next  succeeding
sentence.  The preceding sentence and the subordination  provisions in Section 7
hereof shall not prohibit the exchange of this Subordinated Note, or the payment
of any amounts hereunder in whole or in part, for securities of the Maker to the
extent permitted under Section 7.1(xv) of the Bank Credit Facility.

II.  Unconditional Obligations; Fees; Waivers, Etc.
     ----------------------------------------------

A. The obligations to make the payments  provided for in this  Subordinated Note
are  absolute  and  unconditional  and  not  subject  to any  defense,  set-off,
counterclaim,  rescission,  recoupment or adjustment whatsoever. B. The Holder's
rights to  institute  any action or enforce any rights  under this  Subordinated
Note shall,  in all cases,  be subject to the limitations set forth in Section 7
hereof and elsewhere in this Subordinated Note.

     Subject  to Section  6.2,  if the  holder of this  Subordinated  Note shall
institute any action to enforce the  collection of principal of and/or  interest
on this  Subordinated  Note, there shall be immediately due and payable from the
Maker, in addition to the then unpaid  principal  amount of and interest on this
Subordinated  Note, all reasonable costs and expenses  incurred by the holder of
this Subordinated Note in connection therewith,  including reasonable attorneys'
fees and disbursements.

     No  forbearance,  indulgence,  delay or  failure to  exercise  any right or
remedy with respect to this Subordinated Note shall operate as a waiver,  nor as
an  acquiescence in any default.  No single or partial  exercise of any right or
remedy shall preclude any other or further  exercise  thereof or the exercise of
any other right or remedy.

     This Subordinated Note may not be modified or discharged  orally,  but only
in writing duly executed by the holder hereof.

A.   The Maker hereby waives presentment, demand, notice of dishonor, protest
and notice of protest.

<PAGE>


II.                                 Subordination.
                                    -------------
A. Subordination  Agreement.  Notwithstanding  any provision to the contrary set
forth  herein,  the Holder and the Maker agree that the payment of  principal of
and  interest on this  Subordinated  Note,  and any other  amounts  payable with
respect  thereto,  is  subordinated  to the prior  payment in full  (whether  at
maturity,  by prepayment,  by  acceleration  or otherwise) of any and all loans,
advances, debts, liabilities and obligations,  however arising, under any Senior
Debt, and agree that,  except as expressly  permitted under the second and third
sentence of Section 3 and the third sentence of Section 5, no payment of, on, or
on account of the  indebtedness so  subordinated  shall be made unless and until
all payments of principal, interest or amounts otherwise payable with respect to
all Senior  Debt have been paid in full in cash or cash  equivalents.  Except as
expressly  permitted  under the second and third  sentence  of Section 3 and the
third sentence of Section 5, the Holder further agrees not to demand, receive or
accept any such  payment  until all Senior Debt has been paid in full in cash or
cash equivalents.

     In the event that,  notwithstanding the foregoing  provisions,  any payment
shall be  received  by the Holder on account of  principal  of or interest on or
other amounts payable with respect to this Subordinated Note in contravention of
the foregoing provisions, such payment shall be held in trust for the benefit of
and shall,  to the extent that at such time all Senior Debt has not been paid in
full in cash or cash  equivalents,  be paid over to the  holders  of the  Senior
Debt,  for  application  to the payment of the Senior Debt until all such Senior
Debt shall have been paid in full.

     Dissolution, Etc. In the event of any dissolution,  winding-up, liquidation
     ----------------
or reorganization of the Maker (whether  voluntary or involuntary and whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment for the
benefit of creditors or any other  marshaling of the assets and  liabilities  of
the Maker or otherwise):

     the holders of the Senior  Debt shall be  entitled  to receive  payments in
full in cash or cash  equivalents  of all such Senior Debt  (including  interest
accruing on such  Senior Debt after the  commencement  of a  bankruptcy  case or
proceeding  at the contract  rate whether or not a claim for such interest is an
allowed  claim in such case or  proceeding)  before  the Holder is  entitled  to
receive any payment on account of the  principal  of or interest on or any other
amounts payable in respect of this Subordinated Note;

     any  payment  or  distribution  of  assets  of the  Maker  of any  kind  or
character, whether in cash, property or securities, to which the Holder would be
entitled,  except for the  subordination  provisions set forth herein,  shall be
paid by the Maker, or any receiver,  trustee in bankruptcy,  liquidating trustee
or agent or other  person  making such payment or  distribution  directly to the
Intercreditor  Agent, as agent for the holders of the Senior Debt, to the extent
necessary to make payment in full in cash or cash equivalents of all Senior Debt
remaining unpaid; and

     in the event that, notwithstanding the foregoing provisions, any payment or
distribution  of assets of the Maker of any kind or character  shall be received
by the Holder on account of principal of or interest on or other amounts payable
in respect of this  Subordinated  Note  before all Senior  Debt  (including,  as
applicable,  interest  accruing on, or original  issue  discount  accreting with
respect  to, such Senior Debt after the  commencement  of a  bankruptcy  case or
proceeding at the contract rate whether or not such interest is an allowed claim
in such case or proceeding)  are paid in full in cash and cash  equivalents,  or
effective  provision is made for their  payment,  such  payment or  distribution
shall be received in trust and shall, to the extent that at such time all Senior
Debt has not been paid in full in cash or cash equivalents,  be paid over to the
holders of the Senior Debt,  for  application to the payment of such Senior Debt
until all such Senior Debt shall have been paid in full.

     The  consolidation  of the Maker  with,  or the  merger of the Maker  into,
another entity in accordance  with the  provisions of the Facilities  Agreements
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
purpose of these subordination provisions.

     For so long as any of the Facilities  Agreements remain  outstanding,  this
Subordinated Note shall not be secured by, directly or indirectly,  any liens on
or security  interests in any property or assets owned directly or indirectly by
the  Maker  or VCR or  any  subsidiary  of  the  Maker  or VCR or by any  stock,
securities,  membership  interests,  partnership  interests  or other  direct or
indirect equity  interests in the Maker or VCR or any subsidiary of the Maker or
VCR.

<PAGE>

     Notwithstanding  anything to the contrary set forth  herein,  the rights of
the Holder under this Subordinated Note are hereby made expressly subject to the
terms and provisions of Sections 2c, 3, 4, 5 and 7 of the Adelson  Intercreditor
Agreement as if such sections were set forth herein,  mutatis mutandis (provided
that  the  reference  in  the  first  sentence  of  Section  4  of  the  Adelson
Intercreditor  Agreement  to  "all  provisions"  of  the  Adelson  Intercreditor
Agreement  shall be deemed to be a reference  to Sections 2c, 3, 4, 5 and 7 only
of such agreement),  and all the indebtedness and other  obligations  under this
Subordinated  Note were Adelson  Indebtedness.  All references to Senior Debt in
such  sections  of the  Adelson  Intercreditor  Agreement  shall be deemed to be
references to Senior Debt as defined in Section 1.22 herein. Any assignee of, or
successor  to, any  interest of the Holder  under this  Subordinated  Note shall
agree to become bound by the terms of such sections of the Adelson Intercreditor
Agreement and the other provisions of this Section 7.

     Subrogation.  Subject to the payment in full in cash or cash equivalents of
     -----------
all Senior Debt,  the Holder shall be subrogated to the rights of the holders of
the Senior Debt (except that the Holder shall not be  subrogated to the position
of a secured  creditor  until the payment in full of all Senior Debt),  or their
respective  representatives,  to receive  payments or distributions of assets of
the  Maker  applicable  to the  Senior  Debt  until  all  amounts  owing on this
Subordinated  Note  shall  be  paid  in  full,  and  for  the  purpose  of  such
subrogation,  no payments or distributions to the holders of the Senior Debt, or
their  respective  representatives,  as the case may be,  by or on behalf of the
Maker or by or on behalf of the Holder,  which otherwise would have been made to
the  Holder  shall,  as  between  the Maker and its  creditors,  be deemed to be
payment  by the Maker to or on account of the  holders  of the Senior  Debt,  or
their respective  representatives,  as the case may be, it being understood that
these  subordination  provisions are intended solely for the purpose of defining
the  relative  rights of the  Holder,  on the one hand,  and the  holders of the
Senior Debt and their respective representatives, on the other hand.

     Obligation  to Pay  Unconditional.  Except as  expressly  provided  herein,
     ---------------------------------
nothing is intended to or shall impair, as between the Maker and the Holder, the
obligation  of the Maker,  which is absolute  and  unconditional,  to pay to the
Holder the principal of and interest on this  Subordinated  Note as and when the
same shall become due and payable in accordance with its terms.

A.  Further Assurances.  The Holder hereby agrees to fully cooperate with the
    ------------------
administrative agent under the Bank Credit Facility,  the Mortgage Note Trustee,
the Senior Subordinated Note Trustee and the administrative agent under the FF&E
Facility and to perform all  additional  acts  reasonably  requested by any such
person to effect the purposes of this Section 7.

II. Events of Default.
    -----------------
A. Subject to the provisions of Sections 6.2 and 8.2 hereof,  upon the happening
of an Event of  Default,  and while such Event of  Default  is  continuing,  the
Holder may, by written  notice to the Maker and subject to applicable  cures and
waivers,  declare this Subordinated Note immediately due and payable,  whereupon
the  principal  of, the interest  on, and any other  amount  owing  under,  this
Subordinated Note shall immediately become due and payable without  presentment,
demand,  protest or other notice of any kind, all of which are hereby  expressly
waived  by  the  Maker;  provided,  that  the  Holder  may  not  accelerate  the
obligations  under  this  Subordinated  Note  unless the  obligations  under the
Subordinated   Note  Indenture  have  been  accelerated.   Notwithstanding   the
foregoing,  if an Event of Default  specified  in Section  6.01(i) or (j) of the
Subordinated Note Indenture  occurs,  the principal of, the interest on, and any
other  amount  owing  under,  this  Subordinated  Note shall be due and  payable
immediately without further action or notice.

     The provisions of Section 8.1 to the contrary notwithstanding, in the event
an Event of Default under the  Subordinated  Note  Indenture  shall be waived or
cured,  then the related Event of Default under this  Subordinated Note shall be
deemed  waived  or  cured,  as the  case  may  be,  for  all  purposes  of  this
Subordinated  Note.  To the extent the  maturity of and  payments due under this
Subordinated  Note  shall  have  been  accelerated  as a result  of any Event of
Default  that is deemed  waived or cured,  such  indebtedness  shall cease to be
accelerated  and all terms of this  Subordinated  Note shall  continue  to be in
effect as if no acceleration occurred.

     Suits for Enforcement  and Remedies.  Subject to provisions of Sections 6.2
     -----------------------------------
and  8.2  hereof,  if any one or more  Events  of  Default  shall  occur  and be
continuing,  the Holder may proceed to protect and enforce the  Holder's  rights
either by suit in equity or by action at law, or both, or proceed to enforce the
payment of this  Subordinated  Note or to enforce any other  legal or  equitable
right of the  Holder.  No right or remedy  herein or in any other  agreement  or
instrument  conferred  upon the Holder is intended to be  exclusive of any other
right or remedy, and each and every such right or remedy shall be cumulative and
shall be in addition to every other right and remedy  given  hereunder or now or
hereafter existing at law or in equity or by statute or otherwise.

<PAGE>

     Notices. All notices,  requests,  demands and other communications required
     -------
or  delivered  under this  Subordinated  Note shall be in writing  (which  shall
include notice by facsimile  transmission) and shall be deemed to have been made
and received when  personally  served,  or when  delivered by overnight  courier
service,  expenses  prepaid,  or, if sent by facsimile,  deemed delivered on the
date sent if received  prior to 5:00 p.m. on such date or deemed to be delivered
the day following  the date sent if delivered  after 5:00 p.m. on the date sent,
addressed as set forth below:


                  If to Maker:              Las Vegas Sands, Inc.
                                            3355 Las Vegas Boulevard South
                                            Room 1B
                                            Las Vegas, Nevada  89109
                                            Attention:  General Counsel
                                            Facsimile:  (702) 733-5499

                  If to Holder:             Sheldon G. Adelson
                                            c/o Las Vegas Sands, Inc.
                                            3355 Las Vegas Boulevard South
                                            Room 1A
                                            Las Vegas, Nevada  89109
                                            Facsimile:  (702) 733-5499

I. Miscellaneous.
   -------------
A.   The holder of this Subordinated Note shall have no recourse against any
stockholder of the Maker.

     If any payment  hereunder falls due on a Saturday,  Sunday or any other day
on which  commercial banks in New York City are authorized or required by law to
close,  the maturity  thereof shall be extended to the next succeeding  business
day.

     The  headings of the various  Sections  of this  Subordinated  Note are for
convenience  of  reference  only and shall in no way  modify any of the terms or
provisions of this Subordinated Note.

     The holders of Senior Debt shall be express  third party  beneficiaries  of
the  provisions  of this  Subordinated  Note relating to  subordination  and the
deferral or accrual of interest  payments,  prepayments and the maturity date of
this  Subordinated  Note. No such provisions may be amended,  modified or waived
without the consent of a majority  in  principal  amount of each class of Senior
Debt. In addition,  prior to the payment in full of all principal,  interest and
other amounts under (a) the Bank Credit Facility and the termination of the Bank
Credit  Facility  and (b) the  FF&E  Facility  and the  termination  of the FF&E
Facility,  the terms of this Subordinated  Note may not be amended,  modified or
waived  without the prior written  consent of the (a)  administrative  agent and
arranger under the Bank Credit Facility and (b)  administrative  agent under the
FF&E Facility.  A. This  Subordinated  Note and the obligations of the Maker and
the rights of the holder hereof shall be governed by and construed in accordance
with the laws of the State of New York applicable to instruments  made and to be
performed entirely within such State.

                                                     LAS VEGAS SANDS, INC.


                                                     By:/s/David Friedman

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

<PAGE>

     The  Holder  hereby  agrees to all of the terms of this  Subordinated  Note
(including, without limitation, Section 7)

/s/ Sheldon G. Adelson

------------------------------
Sheldon G. Adelson