<PAGE>

                                  EXHIBIT 10.40

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

                                  SUBORDINATION

                                       AND

                             INTERCREDITOR AGREEMENT

                                 (Trade Claims)

                             THE BANK OF NOVA SCOTIA

                                  as Bank Agent

                           VENETIAN CASINO RESORT, LLC

                              LAS VEGAS SANDS, INC.

                    GRAND CANAL SHOPS MALL CONSTRUCTION, LLC

                                       and

                               SHELDON G. ADELSON

                                November 12, 1999

<PAGE>

                                  SUBORDINATION

                                       AND

                             INTERCREDITOR AGREEMENT

                                 (Trade Claims)

     THIS  AGREEMENT is made as of November  12, 1999,  by and among THE BANK OF
NOVA SCOTIA, a Canadian chartered bank, as the  Administrative  Agent (the "Bank
Agent")  acting on behalf of itself and the Bank  Lenders  pursuant  to the Bank
Credit Agreement, LAS VEGAS SANDS, INC., a Nevada corporation ("LVSI"), VENETIAN
CASINO RESORT,  LLC, a Nevada limited liability  company  ("Venetian") and GRAND
CANAL SHOPS MALL CONSTRUCTION,  LLC, a Delaware limited liability company ("Mall
Construction Subsidiary") and SHELDON G. ADELSON.

                                    RECITALS

A.   The Project. LVSI, Venetian and Mall Construction  Subsidiary which is a
     -----------
wholly  owned  subsidiary  of Venetian  (LVSI,  Venetian  and Mall  Construction
Subsidiary  are  collectively  referred  to herein as the  "Company;"  provided,
however,  that after the Mall Release  Date,  "Company'  shall mean and refer to
LVSI and Venetian only), propose to develop,  construct and operate the Venetian
Casino  Resort,   a   large-scale,   Venetian-themed   hotel/casino/retail   and
entertainment  complex with related  heating,  ventilation and  air-conditioning
central plant,  related common parking facilities and related central electrical
sub-station  facilities as part of the  redevelopment  on the site of the former
Las Vegas Sands Hotel and Casino.

B.    The Bank Credit  Facility.  On November  14, 1997 (the  "Closing  Date")
      -------------------------
LVSI, Venetian,  the Bank Agent, Goldman Sachs Credit Partners L.P. and the Bank
Lenders  entered  into the Bank  Credit  Agreement  pursuant  to which  the Bank
Lenders  agreed,  subject  to the terms  thereof,  to  provide  the Bank  Credit
Facility to LVSI and Venetian.

C.   The Interim Mall  Facility.  On the Closing  Date,  the Company and GMAC
     --------------------------
COMMERCIAL  MORTGAGE  CORPORATION,  a California  corporation (the "Interim Mall
Lender")  entered into the Interim Mall Credit  Agreement  pursuant to which the
Interim Mall Lender  agreed,  subject to terms  thereof,  to provide the Interim
Mall Facility to the Company.

D.   The Mortgage  Notes  Indenture.  On the Closing  Date,  LVSI,  Venetian,
     ------------------------------
certain guarantors named therein and U.S. Bank Trust National  Association f/k/a
First National Trust  Association,  as trustee (the  "Mortgage  Notes  Indenture
Trustee"),  entered into the Mortgage Notes Indenture pursuant to which LVSI and
Venetian issued the Mortgage Notes.

E.   The Subordinated Notes Indenture.  On the Closing Date, LVSI,  Venetian,
     --------------------------------
certain  guarantors  named  therein and First Union  National  Bank,  as trustee
("Subordinated  Notes Indenture  Trustee")  entered into the Subordinated  Notes
Indenture pursuant to which LVSI and Venetian issued the Subordinated Notes.

F. Disbursement Agreement.  The Company, the Bank Agent, the Mortgage Notes
   ----------------------
Indenture Trustee, the Interim Mall Lender,  Atlantic-Pacific,  Las Vegas, LLC a
Delaware limited liability  company (the "HVAC Provider"),  and The Bank of Nova
Scotia,  as  Disbursement  Agent  thereunder,  entered into that Funding Agents'
Disbursement  and  Administration  Agreement  dated as of the Closing Date (such
agreement  as  amended,   modified  or  supplemented  from  time  to  time,  the
"Disbursement  Agreement"),  in order to set forth,  among other things, (a) the
mechanics for and  allocation of the  Company's  request for advances  under the
various  Facilities  and from the Company's  Funds  Account,  (b) the conditions
precedent  to  the  initial  advance  and  conditions  precedent  to  subsequent
advances,  (c) certain common  representations,  warranties and covenants of the
Company in favor of the  Funding  Agents and (d)  common  Events of Default  and
remedies during construction of the Project.

G.   Intercreditor  Agreement (Credit Parties).  On the Closing Date, each of
     ----------------------------------------
the  Credit  Parties  entered  into  a  certain  Intercreditor   Agreement  (the
"Intercreditor Agreement (Credit Parties)") pursuant to which the Credit Parties
set  forth  certain  provisions  relating  to  their  respective  rights  in the
Collateral, the exercise of remedies in the event of default, the application of
proceeds of enforcement and certain other matters.

<PAGE>

H.   Adelson  Completion  Guaranty.  In order to induce the Credit Parties to
     -----------------------------
enter into their  respective  Facilities,  Adelson executed and delivered on the
Closing Date a Guaranty (the "Adelson  Completion  Guaranty"),  whereby  Adelson
guaranteed  certain  obligations and liabilities of Company under Section 5.9 of
the Disbursement  Agreement together with certain costs and expenses incurred in
connection  therewith  (subject to the limitations  contained  therein).  In the
event  that  Adelson  makes any  payments  required  by the  Adelson  Completion
Guaranty,  such payments shall be deemed to be a loan (the "Completion  Guaranty
Loan") by Adelson to Venetian with the terms and conditions set forth in Exhibit
A to the Adelson Completion Guaranty.

I.   Substitute Tranche B Guaranty. In order to induce the Interim Mall Lender
     -----------------------------
to enter into the Interim Mall Credit Agreement,  Adelson executed and delivered
a Guaranty (the  "Substitute  Tranche B Guaranty") on the Closing Date,  whereby
Adelson  guaranteed  all  obligations  and  liabilities of the Company under the
Interim Mall Credit Agreement  together with certain costs and expenses incurred
in connection therewith (subject to the limitations  contained therein).  In the
event that  Adelson  makes any  payments  required by the  Substitute  Tranche B
Guaranty,  such payments shall be deemed to be a loan (the "Substitute Tranche B
Loan") by Adelson to Venetian with the terms and conditions set forth in Exhibit
A to the Substitute Tranche B Guaranty.

J.   The  Intercreditor  Agreement  (Adelson).  On the Closing Date,  the Credit
     ---------------------------------------
Parties, the Company and Adelson entered into a certain Intercreditor  Agreement
(the  "Intercreditor  Agreement  (Adelson)")  pursuant to which such parties set
forth their  agreement  with respect to the  Company's  obligation  to repay the
Completion Guaranty Loan and the Substitute Tranche B Loan.

K.   The Subordination and Intercreditor Agreement (Trade Claims). In connection
     ------------------------------------------------------------
with the  construction of the Project,  (i) certain disputes have arisen between
the Company, the Construction  Manager and certain contractors,  subcontractors,
materialmen  and other persons  (collectively,  the  "Claimants")  regarding the
amounts  due  under  various   contracts   and   agreements   relating   thereto
(collectively,  the  "Claims"),  and (ii) the  Claimants  have filed or may file
liens against the Project.  Adelson has informed the parties  hereto that he may
elect to purchase  such Claims and receive an assignment of any lien or security
interest  securing  such Claims upon and subject to the terms and  condition set
forth herein.  The parties hereto have consented to such purchase and assignment
and  entered  into this  Agreement  for their own  benefit  and for the  express
benefit of (i) the  Mortgage  Notes  Indenture  Trustee  for the  benefit of the
holders of the Mortgage Notes and (ii) the Subordinated  Notes Indenture Trustee
for the benefit of the holders of the Subordinated Notes.

L.   Mall Release Date.  Upon the occurrence of the Mall Release Date,  this
     -----------------
Agreement  will no longer apply to the Interim Mall Lender,  provided,  however,
this Agreement  will remain in full force and effect among Bank Agent,  Adelson,
LVSI and Venetian.

     NOW,  THEREFORE,  with reference to the foregoing  recitals and in reliance
thereon,  and for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which is hereby  acknowledged,  the Credit  Parties  and Adelson
agree as follows:

1. Except as otherwise expressed and provided herein, all capitalized terms used
in this Agreement and its Exhibits shall have the meanings set forth below:

<TABLE>
<CAPTION>

a.   the following  terms shall have the meanings set forth in the  Disbursement
     Agreement:
          <S>                                   <C>

          Affiliate                             Lender
          Bank Agent                            Mall Release Date
          Bank Credit Agreement                 Mortgage Note(s)
          Bank Lenders                          Mortgage Notes Indenture
          Banking Day                           Person
          Company's Funds Account               Potential Event of Default
          Construction Manager                  Project Documents
          Contracts                             Project Security
          Deeds of Trust                        Realized Savings
          Financing Agreements                  Security Documents
          Funding Agents                        Subsidiaries
          Indirect Construction Guaranty        Subordinated Notes Indenture
          Interim Mall Facility                 Subordinated Note(s)

</TABLE>

<PAGE>

b.   The following terms shall have the meanings set forth in the  Intercreditor
     Agreement (Credit Parties):

         Bankruptcy Code
         Credit Parties
         Disbursement Agent
         Event of Default
         Facilities
         Facility Agreements
         Intercreditor Agent
         Interim Mall Lender
         Notice of Default
         Protective Advances
         Secured Lenders

c.   The following terms shall have the meanings set forth below:

     "Adelson"  shall mean Sheldon G. Adelson or any person or affiliate  acting
for or on behalf of Adelson.

     "Adelson  Trade  Claims"  means  any and all  claims,  judgments,  demands,
remedies and other rights assigned by any creditor or lien claimant of Venetian,
LVSI, and/or Mall Construction  Subsidiary to Adelson;  provided,  however,  the
amount due under  each  Claim  shall not exceed the lesser of (i) the amount due
thereunder or (ii) the amount paid by Adelson to purchase such Claim.

     "Collateral"  means  all  real and  personal  property  collateral  and all
proceeds  thereof  described  in the  Security  Documents  and the  Disbursement
Agreement.

     "Disbursement Agreement Default" means the occurrence and continuance of an
Event of Default under the Disbursement Agreement.

     "Exercise  Remedies" or the "Exercise of Remedies" means the Recording of a
Notice of Default under any deeds of trust or similar  security  agreement,  the
commencement  of an  action  for  judicial  foreclosure,  the  appointment  of a
receiver, the enforcement of personal property foreclosure  proceedings (whether
judicial or non-judicial),  the filing of a complaint or other action to enforce
any obligation of the Company,  the realization on any Collateral,  the exercise
of rights of setoff, or any combination of the foregoing.

d.   To the extent that  reference is made in this Agreement to any term defined
     in,  or  to  any  other  provision  of,  the  Disbursement  Agreement,  the
     Intercreditor Agreement (Credit Parties) or any other agreement,  such term
     or  provision   shall  continue  to  have  the  original   meaning  thereof
     notwithstanding   any   termination,   expiration   or   amendment  of  the
     Disbursement Agreement or such other agreement.

e.   Adelson is entering into this Agreement  solely in his capacity as a holder
     of, and only with respect to, the Adelson  Trade Claims and nothing  herein
     shall be construed to waive,  limit,  impair or enlarge any right,  duty or
     privilege  that  Adelson may have in any other  capacity or with respect to
     any other indebtedness, claim or interest.

2. Adelson agrees that so long as any of the Obligations  remain  outstanding or
any commitments under the Facility Agreements remain effective:

a.   The Adelson Trade Claims 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 Company or any  Subsidiary  of the Company or by any
     stock,  securities,  membership  interests,  partnership interests or other
     direct or indirect equity interests in the Company or any Subsidiary of the
     Company.  Upon the  purchase or  assignment  of each  Adelson  Trade Claim,
     Adelson  shall  release  or cause to be  released  all liens  and  security
     interests securing such Adelson Trade Claim. Promptly after the purchase of
     each  Claim,  Adelson  shall  deliver  to  the  Disbursement  Agent  (i)  a
     certificate  stating  the amount of such  Claim and the amount  paid to the
     Claimant by Adelson with respect thereto,  (ii) a copy of the assignment of
     such Claim from the Claimant to Adelson, and (iii) a copy of the release of
     all liens and security interests relating thereto.

b.   All  Adelson  Trade  Claims  shall  be  subject  and   subordinate  to  all
     Obligations  of the Company to the Credit  Parties to the extent and in the
     manner set forth herein (including without limitation Section 7).

c.   Adelson shall not (i) contest the validity or priority of or seek to enjoin
     or otherwise delay or interfere with the Exercise of Remedies by any Credit
     Party,  or (ii)  institute  any suit or  assert  in any  suit,  bankruptcy,
     insolvency  or other  proceeding  any claim  relating to the Adelson  Trade
     Claims  against  the Company  seeking  damages or other  relief,  by way of
     specific  performance,  injunction or  otherwise.  Adelson will execute and
     deliver to the Credit Parties any other instrument  reasonably requested by
     the Credit Parties to further assure the subordinated status of the Adelson
     Trade Claims.

<PAGE>

3. Adelson hereby confirms and agrees that the liens and security interests held
by each Secured Lender in the Collateral shall secure all Obligations of Company
now or hereafter owing to each Secured Lender under each Facility throughout the
term  of  this  Agreement  notwithstanding  (i) the  availability  of any  other
collateral  to any Secured  Lender,  (ii) the actual date and time of execution,
delivery,  recording, filing and perfection of any of the Security Documents and
(iii) the fact that any lien or security interest created by any of the Security
Documents, or any claim with respect thereto, is or may be subordinated, avoided
or disallowed in whole or in part under the Bankruptcy Code or other  applicable
federal or state law with respect to Venetian or any  Affiliate of Venetian,  in
the event of a proceeding,  whether  voluntary or  involuntary,  for insolvency,
liquidation,   reorganization,   dissolution,   bankruptcy   or  other   similar
proceedings pursuant to the Bankruptcy Code or other applicable federal or state
law,   Adelson  further  confirms  and  agrees  that  the  Obligations  due  and
outstanding  under each  Facility  Agreement  shall  include all  principal  and
additional advances permitted by or provided for thereunder, Protective Advances
made  pursuant  to  or as  permitted  by  the  Intercreditor  Agreement  (Credit
Parties),  interest,  default interest,  LIBOR breakage and swap breakage,  post
petition  interest and all other amounts due thereunder,  for periods before and
for periods after the  commencement of any such  proceedings,  even if the claim
for such amounts is disallowed pursuant to applicable law, and all proceeds from
the sale or other  disposition of such  Collateral  shall be paid to the Secured
Lenders  notwithstanding the disallowance of any such claim or the invalidity or
subordination  of any  lien on or  security  interest  in the  Collateral  under
applicable law.

4. All provisions of this  Agreement,  including but not limited to, all matters
relating to the creation,  validity,  perfection,  priority and subordination of
the liens on and security interests in the Collateral  intended to be created by
the Security Documents and all provisions  regarding the allocation and priority
of  payments  with  respect  to any  Facility  shall  survive  the  filing  of a
proceeding  under the  Bankruptcy  Code and be fully  enforceable by each Credit
Party against Adelson during such proceeding. In addition, Adelson hereby waives
all rights of  subrogation  (if any)  against  the  Company as  contemplated  by
Section 509 of the Bankruptcy Code, or otherwise. Adelson further agrees that so
long as any Obligations are outstanding  under any of the Financing  Agreements,
Adelson shall not be entitled to Exercise Remedies against the Company or any of
its Subsidiaries or file a petition in bankruptcy  against the Company or any of
its Subsidiaries.

     Adelson  shall file in any  bankruptcy  or other  proceeding  of or against
Venetian, LVSI and/or Mall Construction Subsidiary in which the filing of proofs
of claims is required or permitted  by law,  all claims  which  Adelson may have
against the Company relating to the Adelson Trade Claims,  in furtherance of the
subordination  contemplated  hereunder. If Adelson does not file any such claim,
the Intercreditor Agent as attorney-in-fact for Adelson, is hereby authorized to
do so in the name of Adelson or, in the  Intercreditor's  Agent  discretion,  to
assign  the claim to a nominee  and to cause  proofs of claim to be filed in the
name of such  nominee.  The  foregoing  power of  attorney  is  coupled  with an
interest and cannot be revoked.  In all such cases,  whether in  administration,
bankruptcy or otherwise, the person authorized to pay such a claim shall pay the
amounts to the Intercreditor Agent.

5. The Credit  Parties  shall have the right at any time and without the consent
of Adelson and  without  affecting  the  subordination  set forth  herein or the
validly and  priority of the liens on and security  interests in the  Collateral
created by the Security Documents to (i) amend,  modify or extend the Facilities
or the  Obligations  evidenced  thereby,  (ii) to  release  any  portion  of the
Collateral  from the lien  thereon and  security  interest  therein and (iii) to
refinance the Obligations  evidenced thereby,  and the subordination  provisions
hereunder, including without limitation, the provisions of Section 2 hereof with
respect to the validity, priority, perfection, and subordination of all liens on
and security  interests in the  Collateral  held by any Secured Lender to secure
Obligations  under its Facility  shall  continue to apply to such Facility as so
amended, modified, extended or refinanced.

6. Until all Obligations  under the Facilities  have been paid in full,  Adelson
waives  any  claim,  right or remedy  which  Adelson  may now have or  hereafter
acquire against the Company that arises hereunder and/or from the performance by
the Credit Parties hereunder including, without limitation, any claim, remedy or
right of subrogation, reimbursement, exoneration, contribution, indemnification,
or  participation  in any  claim,  right or remedy of the  Credit  Parties,  the
Disbursement  Agent or the  Intercreditor  Agent  against  the  Company,  or any
security which the Credit Parties,  the Disbursement  Agent or the Intercreditor
Agent now have or hereafter acquire,  whether or not such claim, right or remedy
arises in equity, under contract, by statute, under common law or otherwise.

7. Until all  Disbursement  Agreement  Defaults  have been cured or waived,  the
Company  shall not make and Adelson  shall not demand or accept any  payments in
respect  of the  Adelson  Trade  Claims.  In the  event  that  all  Disbursement
Agreement Defaults,  if any, are cured or waived, the Company may pay to Adelson
the amount then due under each  Adelson  Trade Claim in the  ordinary  course of
business;  provided, however, any such payment shall be subject to the terms and
conditions of the Disbursement  Agreement and payment shall be permitted only in
the event  and to the  extent  that  payment  to the  Claimant  would  have been
permitted  under the  Disbursement  Agreement.  To the extent  Company makes any
payment in  contravention  of the  foregoing  provisions,  such payment shall be
received  by  Adelson  in  trust  for the  holders  of  Senior  Debt  and  other
Obligations  under the  Facilities  and Adelson  shall cause the same to be paid
over immediately to the Intercreditor Agent.

<PAGE>

8.   Notices: Addresses.
     ------------------
<TABLE>
<CAPTION>

     Any communications between the parties hereto or notices herein to be given
may be given to the following addressees:

<S>                                     <C>
If to the Bank Agent:                   The Bank of Nova Scotia
                                        580 California Street, 21st Floor
                                        San Francisco, California 94104
                                        Attn: Alan Pendergast
                                        Phone: (415) 986-1100
                                        Fax: (415) 397-0791

with a copy to:                         The Bank of Nova Scotia
                                        Loan Administration
                                        600 Peachtree Street, N.E.
                                        Atlanta, Georgia 30308
                                        Attn: Marianne Velker
                                        Phone: (404) 877-1525
                                        Fax:(404) 888-8998

If to the Mortgage Notes                U.S. Bank Trust National Association
Indenture Trustee:                      180 East Fifth Street
                                        St. Paul, Minnesota 55101
                                        Attn: Corporate Trust Department

If to the Subordinated Notes            First Union National Bank
Indenture Trustee:                      Corporation Trust Division
                                        999 Peachtree Street, N.E. Suite 1100
                                        Atlanta, Georgia 30309
                                        Attn: Corporate Trust Department

If to the Disbursement Agent:           The Bank of Nova Scotia
                                        580 California Street, 21st Floor
                                        San Francisco, California 94104
                                        Attn: Alan Pendergast
                                        Phone: (415) 986-1100
                                        Fax: (415) 397-0791

with a copy to:                         The Bank of Nova Scotia
                                        Loan Administration
                                        600 Peachtree Street, N.E.
                                        Atlanta, Georgia 30308
                                        Attn: Marianne Velker
                                        Phone: (404) 877-1525
                                        Fax:(404) 888-8998

If to the Intercreditor Agent:          The Bank of Nova Scotia
                                        580 California Street, 21st Floor
                                        San Francisco, California 94104
                                        Attn: Alan Pendergast
                                        Phone: (415) 986-1100
                                        Fax: (415) 397-0791

with a copy to:                         The Bank of Nova Scotia
                                        Loan Administration
                                        600 Peachtree Street, N.E.
                                        Atlanta, Georgia 30308
                                        Attn: Marianne Velker
                                        Phone: (404) 877-1525
                                        Fax:(404) 888-8998

If to Venetian Casino Resort, LLC:      Venetian Casino Resort, LLC
                                        3355 Las Vegas Boulevard South
                                        Room IC
                                        Las Vegas, Nevada 89109
                                        Attn: General Counsel
                                        Telefax: (702) 733-5499

If to Las Vegas Sands, Inc.             Las Vegas Sands, Inc.
                                        3355 Las Vegas Boulevard South
                                        Room IA
                                        Las Vegas, Nevada 89109
                                        Attn: General Counsel
                                        Telefax: (702) 733-5499

If to Grand Canal Shops

Mall Construction, LLC:                 Grand Canal Shops Mall Construction, LLC
                                        3355 Las Vegas Boulevard South
                                        Room 1G
                                        Las Vegas, Nevada 89109
                                        Attn: General Counsel
                                        Telefax: (702) 733-5499
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S>                                     <C>
If to Adelson:                          Sheldon G. Adelson
                                        c/o Venetian Casino Resort, LLC
                                        3355 Las Vegas Boulevard South

                                        Room IC
                                        Las Vegas, Nevada  89109
                                        Telefax: (702) 733-5499
</TABLE>

All notices or other communications  required or permitted to be given hereunder
shall be in writing and shall be considered  as properly  given (a) if delivered
in person, (b) if sent by reputable overnight delivery service, (c) in the event
overnight delivery services are not readily available,  if mailed by first class
mail, postage prepaid,  registered or certified with return receipt requested or
(d) if sent by prepaid telex,  or by telecopy with correct answer back received.
Notice so given shall be effective  upon receipt by the  addressee,  except that
any  communication  or notice so transmitted by telecopy or other direct written
electronic  means shall be deemed to have been validly and effectively  given on
the day (if a Banking  Day and, if not, on the next  following  Banking  Day) on
which it is validly transmitted if transmitted before 4 p.m.,  recipient's time,
and if transmitted after that time, on the next following Banking Day; provided,
however, that if any notice is tendered to an addressee and the delivery thereof
is refused by such  addressee,  such notice shall be effective upon such tender.
Any party shall have the right to change its address for notice hereunder to any
other  location by giving of no less than twenty (20) days'  notice to the other
parties in the manner set forth hereinabove.

9.   Further Assurances. Each party hereto (i) shall deliver to each Credit
     ------------------
Party, the Disbursement  Agent and to the  Intercreditor  Agent any instruments,
agreements,   certificates   and  documents  as  any  such  Credit  Party,   the
Disbursement Agent or the Intercreditor  Agent may reasonably request to perfect
and maintain such Person's  Liens granted under the Financing  Agreements,  (ii)
shall fully  cooperate with each Credit Party,  the  Disbursement  Agent and the
Intercreditor  Agent and (iii) shall  perform  all  additional  acts  reasonably
requested by any such Credit Party, the Disbursement  Agent or the Intercreditor
Agent to effect the purposes of the Financing Agreements and this Agreement.

10.  Third Party  Beneficiaries.  The Mortgage  Notes  Indenture Trustee for the
     --------------------------
benefit of the holders of the Mortgage Notes, the  Subordinated  Notes Indenture
Trustee  for the benefit of the  holders of the  Subordinated  Notes and General
Electric Capital Corporation  ("GECC"), as administrative agent, for the benefit
of the Lenders party to that certain Term Loan and Security  Agreement  dated as
of December 22, 1997 by and among VCR, LVSI and Mall Construction Subsidiary, as
borrowers,  the Lenders party thereto form time to time, GECC as  administrative
agent,  and  BancBoston   Leasing  Inc.,  as  coagent,   shall  be  third  party
beneficiaries  of the  representations,  warranties,  covenants  and  assurances
herein contained made by the Company or Adelson.

11.  No amendment of Other  Agreements.  Nothing  contained in this Agreement
     ---------------------------------
shall be  deemed an  amendment  of or  modification  to the  Adelson  Completion
Guaranty,  the  Substitute  Tranche B Guaranty  or the  Intercreditor  Agreement
(Adelson).

12.  Entire Agreement. This Agreement and any agreement,  document or instrument
     ----------------
attached  hereto or referred to herein  integrate  all the terms and  conditions
mentioned  herein or incidental  hereto and supersede all oral  negotiations and
prior writings in respect to the subject matter hereof all of which negotiations
and writings are deemed void and of no force and effect.

13.  Governing Law. This Agreement shall be governed by the laws of State of New
     -------------
York of the United  States of America and shall for all  purposes be governed by
and  construed in accordance  with the laws of such state without  regard to the
conflict of law rules thereof other than Section  5-1401 of the New York General
Obligations Law.

<PAGE>

14.  Severability.  In case any one or more of the provisions  contained in this
     ------------
Agreement  should be  invalid,  illegal or  unenforceable  in any  respect,  the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby, and the parties hereto shall enter into
good  faith  negotiations  to replace  the  invalid,  illegal  or  unenforceable
provision.

15.  Headings.  Paragraph headings have been  inserted in this  Agreement as
     --------
a matter of convenience  for reference only and it is agreed that such paragraph
headings  are  not a part  of  this  Agreement  and  shall  not be  used  in the
interpretation of any provision of this Agreement.

16.  Limitations  on  Liability.  No claim shall be made by Adelson  against any
     --------------------------
Credit Party, the Disbursement Agent or the Intercreditor  Agent or any of their
respective  Affiliates,  directors,  employees,  attorneys  or  agents  for  any
special,  indirect,  consequential or punitive damages (whether or not the claim
therefor is based on contract, tort or duty imposed by law), in connection with,
arising out of or in any way related to the  transactions  contemplated  by this
Agreement or any act or omission or event occurring in connection therewith; and
Adelson  hereby  waives,  releases and agrees not to sue upon any such  special,
indirect,  consequential or punitive claim for any such damages,  whether or not
accrued and whether or not known or suspected to exist in his favor.

17.  Consent of Jurisdiction. Any legal action or proceeding arising out of this
     -----------------------
Agreement  may be  brought in or removed to the courts of the State of New York,
in and for the County of New York,  or of the United  States of America  for the
Southern District of New York. By execution and delivery of this Agreement, each
party hereto  accepts,  for its and in respect of its  property,  generally  and
unconditionally,  the jurisdiction of the aforesaid courts for legal proceedings
arising out of or in connection with this Agreement and irrevocably  consents to
the appointment of the Prentice-Hall Corporation System Inc. as agent to receive
service of process in New York,  New York.  Each party hereto  hereby waives any
right to stay or dismiss any action or proceeding  under or in  connection  with
this  Agreement  brought  before  the  foregoing  courts  on the  basis of forum
non-conveniens.

18.  Waiver of Jury  Trial.  EACH PARTY  HERETO  HEREBY  WAIVES ALL RIGHT TO
     ---------------------
TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

19.  Successors and Assigns.  The provision of this Agreement  shall be binding,
     ----------------------
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns  provided,  however,  this Agreement shall terminate upon
the  satisfaction  of all the  Obligations  and the  termination  of each of the
commitments under the Facility Agreements.

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

21.  Replacement  Subordination Agreement.  Adelson hereby agrees to enter into
     ------------------------------------
a  replacement  subordination  agreement  in favor of Interim Mall Lender on the
Mall Release Date to the extent the Interim Mall Lender is not repaid in full on
such date.

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<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their  respective  officers or agents  thereunto duly  authorized or
have personally  executed this Agreement,  as the case may be, as of the day and
year first above written.

                                   BANK AGENT

                         The Bank of Nova Scotia, a Canadian chartered bank

                         By:/s/ A. Pendergast

                            ------------------------------
                               Name: A. Pendergast

                             Title: Manging Director

                         VENETIAN CASINO RESORT, LLC, a Nevada
                            limited liability company

                           By: Las Vegas Sands, Inc.,

                               its managing member

                           By: /s/ Harry Miltenberger

                             ------------------------------
                               Name: Harry Miltenberger
                               Title: Vice President--Finance

                         LAS VEGAS SANDS, INC., a Nevada corporation

                           By: /s/ Harry Miltenberger

                             ------------------------------
                               Name: Harry Miltenberger
                               Title: Vice President--Finance

                         GRAND CANAL SHOPS MALL CONSTRUCTION, LLC, a Delaware
                            limited liability company

                         By:      Venetian Casino Resort, LLC,
                                   its member

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


                           By: /s/ Harry Miltenberger

                             ------------------------------
                               Name: Harry Miltenberger
                               Title: Vice President--Finance

                        ADELSON

                           By: /s/ Sheldon G. Adelson

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