<PAGE>

                                  EXHIBIT 10.16

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

                               FIRST AMENDMENT TO

                         AMENDED AND RESTATED RECIPROCAL

                      EASEMENT, USE AND OPERATING AGREEMENT

     This FIRST AMENDMENT TO AMENDED AND RESTATED RECIPROCAL  EASEMENT,  USE AND
OPERATING AGREEMENT (this "Amendment") is dated as of this 17th day of December,
1999, by and among  VENETIAN  CASINO  RESORT,  LLC, a Nevada  limited  liability
company having an address at 3355 Las Vegas Boulevard South, room 1C, Las Vegas,
Nevada 89109  ("Phase I LLC," in its  capacity as "H/C I Owner" (as  hereinafter
defined)),  as  successor-in-interest  to Las Vegas Sands, Inc.  ("LVSI");  LIDO
CASINO RESORT LLC, a Nevada limited  liability company having an address at 3355
Las Vegas Boulevard South, room 1C, Las Vegas, Nevada 89109 ("Phase II LLC"), as
successor-in-interest  to Phase I LLC in its  capacity as the Owner of the Phase
II Land; GRAND CANAL SHOPS MALL SUBSIDIARY,  LLC, a Delaware  liability  company
having an address at 3355 Las Vegas Boulevard South, room 1G, Las Vegas,  Nevada
89109, ("Mall Subsidiary LLC," in its capacity as "Mall I Owner" (as hereinafter
defined)),  as   successor-in-interest  to  Grand  Canal  Shops  Mall,  LLC,  as
successor-in-interest to Grand Canal Shops Mall Construction, LLC; and INTERFACE
GROUP - NEVADA,  INC., a Nevada  corporation having an address at 3355 Las Vegas
Boulevard South, room 1B, Las Vegas,  Nevada 89109 ("Interface," in its capacity
as "SECC Owner" (as hereinafter defined)).

                                R E C I T A L S

A.        WHEREAS,  Phase I LLC,  Grand Canal Shops Mall  Construction,  LLC,
     predecessor-in-interest  to Mall Subsidiary  LLC, and Interface  previously
     entered into that certain Amended and Restated Reciprocal Easement, Use and
     Operating  Agreement,  dated as of November  14, 1997 (the "REA") which was
     recorded on November  21, 1997 as Document  Number  00731 in Book 971121 in
     the official  records,  Clark County,  Nevada (uppercase terms used but not
     defined herein shall have their respective meanings assigned thereto in the
     REA); and

          WHEREAS,  in accordance with the FADAA,  LVSI, Phase I LLC and Interim
     Mall LLC effected the Subdivision; and

          WHEREAS,   in   accordance   with  the   provisions   of  the  Mall  I
     Airspace/Ground  Lease,  Phase I LLC granted fee title in and to the Mall I
     Airspace and the Retail Annex Land to Grand Canal Shops Mall  Construction,
     LLC; and

          WHEREAS,   in  accordance   with  the   provisions  of  the  Sale  and
     Contribution  Agreement,  Grand  Canal  Shops  Mall  Construction,  LLC has
     conveyed  all its  right,  title  and  interest  in and to (i)  the  Mall I
     Airspace,  the  Retail  Annex  Land  and  any  buildings  and  improvements
     constructed  therein and thereon (ii) the Billboard Master Lease, (iii) the
     Billboard  Operating Lease,  (iv) the Canyon Ranch Master Lease (as defined
     below),  (v) the Canyon Ranch Operating Lease (as defined below),  (vi) the
     Lutece Master Lease (as defined  below),  (vii) all other Leases  affecting
     the Mall I Space, and (viii) all other tangible and intangible property and
     contract  rights  owned by Grand  Canal  Shops Mall  Construction,  LLC and
     related to the Phase I Mall or the Mall I Space (the items described in the
     foregoing  classes (i),  (ii),  (iii) (iv),  (v),  (vi),  (vii) and (viii),
     collectively, the "Phase I Mall Interests") to Grand Canal Shops Mall, LLC;
     and

          WHEREAS, Grand Canal Shops Mall, LLC has conveyed all its right, title
     and interest in and to the Phase I Mall Interests to Mall Subsidiary, LLC;

          WHEREAS,  Phase I LLC (in its  capacity  as Owner of the  Phase I Land
     (excluding the Retail Annex Land)),  Phase II LLC (in its capacity as Owner
     of the  Phase II  Land),  Interface  (as  Owner of the SECC  Land) and Mall
     Subsidiary  LLC (as Mall I Owner)  desire to amend the REA to,  among other
     things,  acknowledge  and confirm that Phase II LLC and Mall Subsidiary LLC
     are bound by the REA, and to set forth certain  rights and  obligations  of
     Mall I Owner and H/C I Owner with respect to the Canyon Ranch  Premises (as
     defined below), upon the terms and conditions hereinafter set forth; and

<PAGE>

          WHEREAS,  as of the date  hereof  (i)  Phase I LLC is the owner in fee
     simple of the Phase I Land  (excluding  the  Retail  Annex  Land)  which is
     located in the County of Clark,  Nevada  ("Clark  County") and described on
     Exhibit A attached hereto;  (ii) Phase II LLC is the owner in fee simple of
     the Phase II Land,  which is  located  in Clark  County  and  described  on
     Exhibit B attached hereto; (iii)Interface is the owner in fee simple of the
     SECC  Land,  which is located in Clark  County and  described  on Exhibit C
     attached hereto; (iv) Mall Subsidiary LLC is the owner in fee simple of the
     Retail  Annex  Land,  which is located in Clark  County  and  described  on
     Exhibit D  attached  hereto;  (v) Mall  Subsidiary  LLC is the owner in fee
     simple  of the Mall I  Airspace,  which is  located  in  Clark  County  and
     described in Exhibit E attached hereto; and (vi) Mall Subsidiary LLC is the
     holder of  leasehold  estates in the premises  leased  under the  Billboard
     Master Lease, the Canyon Ranch Master Lease and the Lutece Master Lease.

          NOW,  THEREFORE,  in consideration  of the mutual covenants  contained
     herein and in the REA, and for other good and valuable  consideration,  the
     mutual receipt and legal sufficiency of which are hereby acknowledged,  the
     parties hereto, for themselves, their legal representatives, successors and
     assigns, hereby agree as follows:

                                Billboard Space.

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

     Effective as of the date hereof,  Article XVI of the REA is hereby modified
as follows: The words "Additional  Billboard Premises" in the second line and in
the sixth and  seventh  lines of the first  sentence  of Article  XVI are hereby
deleted in each instance and replaced by the words "Additional Billboard Space."

     The  definition of "Mall I Space" in paragraph Q of the Recitals is amended
to include (i) during the term of the Canyon Ranch Master Lease,  the Additional
Canyon  Ranch Space and (ii)  during the term of the Lutece  Master  Lease,  the
Additional  Lutece  Space  (as  either  of  them  may be  properly  adjusted  in
accordance  with the terms of the REA in connection with the H/C I/Mall Lot Line
Modifications).

     The  definition  of "Mall I Owner" in paragraph Q of the Recitals  shall be
amended  to add the  following  at the end  thereof:  ",  and for so long as the
Canyon  Ranch  Master  Lease  shall be in effect,  the  leasehold  estate in the
Additional Canyon Ranch Space pursuant to the Canyon Ranch Master Lease, and for
so long as the Lutece Master Lease shall be in effect,  the leasehold  estate in
the  Additional  Lutece  Space  pursuant  to the  Lutece  Master  Lease." a) The
definition of "Billboard  Master Lease" in paragraph P of the Recitals  shall be
amended  to  add  the  following  after  the  words  "immediately  prior  to the
recordation  of this  Agreement" in the third line of said  paragraph P: "as the
same may be further amended from time to time".

2.                           Canyon Ranch Space.
                             ------------------

     Effective as of the date hereof,  the  following  new Article XVII shall be
added to the REA to read in full as follows:

                                  "ARTICLE XVII

                               CANYON RANCH SPACE

          In the event the Canyon  Ranch  Operating  Lease  shall  terminate  or
     expire,  and from time to time thereafter,  if the Additional  Canyon Ranch
     Space shall not be  physically  separated  from the remainder of the Canyon
     Ranch Premises, at the request of Mall I Owner or H/C I Owner, Mall I Owner
     and H/C I  Owner,  together  with  the  Mortgagees  of such  Owners,  shall
     negotiate,  in good  faith,  in order to attempt to reach  agreement  as to
     whether to physically  separate the Additional  Canyon Ranch Space from the
     remainder of the Canyon Ranch Premises,  to erect one or more floors in the
     Canyon Ranch Premises  and/or to take any other actions in connection  with
     the Canyon Ranch  Premises;  provided that the  Mortgagees  and such Owners
     shall not unreasonably withhold their consent to any agreement between Mall
     I Owner and H/C I Owner with respect to any of the  foregoing.  The cost of
     any such  separation,  erection or other  action  shall be equally  divided
     between Mall I Owner and H/C I Owner.  If such Owners and Mortgagees  shall
     not agree as to how to proceed with  respect to the Canyon Ranch  Premises,
     then,  the Canyon  Ranch Master  Lease shall be  terminated  by the parties
     thereto and a physical  separation shall be constructed by Mall I Owner and
     H/C I Owner in the manner noted above."

<PAGE>

1.                       Acknowledgment and Confirmation.
                         -------------------------------

     The parties hereto acknowledge and confirm that the REA, as amended by this
Amendment, shall be binding on, and inure to the benefit of, (i) Mall Subsidiary
LLC,   as   successor-in-interest   to  Grand   Canal   Shops   Mall,   LLC,  as
successor-in-interest  to Grand  Canal Shops Mall  Construction,  LLC, as Mall I
Owner,  and (ii) Phase II LLC,  as  successor-in-interest  to Phase I LLC as the
Owner of the Phase II Land,  respectively,  and the  successors  and  assigns of
each.

                            Schedule I - Definitions.

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

     Effective as of the date hereof, the following new definitions are added to
Schedule I:

     "Additional Canyon Ranch Space" shall mean that portion of the Phase I Land
      -----------------------------
and the Phase I Hotel/Casino demised under the Canyon Ranch Master Lease.

     "Additional  Lutece  Space" shall mean that portion of the Phase I Land and
      ------------------------
the Phase I Hotel/Casino demised under the Lutece Master Lease.

     "Canyon  Ranch Master  Lease"  shall mean the Master  Lease for  Additional
      ---------------------------
Canyon Ranch Space,  dated as of June 1, 1998 between  Venetian  Casino  Resort,
LLC, as landlord  and Grand Canal Shops Mall  Construction,  LLC, as tenant,  as
amended by a First Amendment,  dated as of November 12, 1999, as the same may be
further amended from time to time.

     "Canyon Ranch  Operating  Lease" shall mean the Lease,  dated as of June 1,
      ------------------------------
1998 between  Grand Canal Shops Mall  Construction,  LLC, as landlord and CR Las
Vegas, LLC, as tenant, as the same may be amended from time to time.

     "Canyon Ranch  Premises"  shall mean the premises  demised under the Canyon
      ----------------------
Ranch Operating Lease.

     "Lutece  Master  Lease" shall mean the Master Lease for  Additional  Lutece
      ---------------------
Space, dated as of May 20, 1999 between Venetian Casino Resort, LLC, as landlord
and Grand Canal  Shops Mall  Construction,  LLC,  as tenant,  as the same may be
further amended from time to time.

                                  Ratification.

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

     Except  as  modified  by  this  Amendment,   the  REA  and  all  covenants,
agreements,  terms and conditions  thereof shall remain in full force and effect
and are hereby in all respects ratified and confirmed.

                            [signature page follows]

<PAGE>

     IN WITNESS  WHEREOF,  the  Parties  hereto have set their hands the day and
year first above written.

                           VENETIAN CASINO RESORT, LLC

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

                By:     /s/ David Friedman

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

                          INTERFACE GROUP-NEVADA, INC.


                By:     /s/ David Friedman

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

<PAGE>

                             LIDO CASINO RESORT, LLC

                By:     Lido Casino Resort Holding Company, LLC

                By:     Lido Intermediate Holding Company, LLC

                By:     Venetian Casino Resort, LLC

                By:     Las Vegas Sands, Inc.

                By:     /s/ David Friedman

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

                     GRAND CANAL SHOPS MALL SUBSIDIARY, LLC

                By:  Grand Canal Shops Mall, LLC

                By:  Grand Canal Shops Mall Holding Company, LLC

                By:  Mall Intermediate Holding Company, LLC

                By:  Venetian Casino Resort, LLC

                By:  Las Vegas Sands, Inc.


                By: /s/ David Friedman

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

<PAGE>

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

               This instrument was  acknowledged  before me on December 17, 1999
by David Friedman as Secretary of INTERFACE GROUP-NEVADA, INC.

   --------------    ---------
                                                /s/Todd Matthias

                                                -----------------------------
                                               (Signature of notarial officer)
(Seal, if any)
                                               My commission expires:








<PAGE>

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

               This instrument was  acknowledged  before me on December 17, 1999
by David Friedman, Secretary of Las Vegas Sands, Inc., the managing member of
   --------------  ---------
VENETIAN CASINO RESORT, LLC.




                                                /s/ Todd Matthias

                                                -----------------------------
                                               (Signature of notarial officer)
(Seal, if any)
                                               My commission expires:



<PAGE>

State of New York  )
         --------
                             :  ss.:
County of New York )
          --------
               This instrument was acknowledged  before me on December 17, 1999,
by David Friedman, as 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 managing member of Lido Intermediate Holding Company,  LLC,
a limited  liability  company which is the managing member of Lido Casino Resort
Holding Company,  LLC, a limited  liability company which is the managing member
of Lido Casino Resort,  LLC, a limited  liability  company which is the party to
this document.

                                                /s/ Todd Matthias

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

<PAGE>

State of New York )
         --------
                             :  ss.:
County of New York)
          --------
               This instrument was acknowledged  before me on December 17, 1999,
by David Friedman, as 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  managing  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>

Prepared By and Recorded At The
Request Of:  Paul, Weiss, Rifkind,
Wharton & Garrison
1285 Avenue of the Americas
New York, New York  10019-6064
Attention: Harris B. Freidus, Esq.

When Recorded Return To:

Lionel Sawyer & Collins
1700 Bank of Americas Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
Attention: David Whittemore, Esq.

FIRST AMENDMENT TO
AMENDED AND RESTATED RECIPROCAL
EASEMENT, USE AND OPERATING AGREEMENT

among

INTERFACE GROUP - NEVADA, INC.,

GRAND CANAL SHOPS MALL SUBSIDIARY, LLC,

LIDO CASINO RESORT, LLC

and

VENETIAN CASINO RESORT, LLC

Dated as of December 17, 1999