(e) Any act, or failure to act, (including disclosure ofConfidential Information) that is likely to prejudice the business orreputation of Company or result in any material economic or other harm toCompany; or  (f) Any act, or failure to act, on the part of Employee whichbrings material disrepute upon Employee, either personally or professionally;or  (g) Violation of any law, rule or regulation of anygovernmental or regulatory body material to the business of Company; or  (h) The loss, revocation or suspension of any license orcertification of Employee necessary for Employee to discharge Employee’sduties on behalf of Company; or  (i) Any other material breach of this Agreement by Employee orany act or neglect or misconduct which Company, in its sole discretion, deemsto be good and sufficient cause; or  (j) Willful and persistent failure by Employee to reasonablyperform duties; or  (k) Employee’s death; or  (l) Employee’s Disability as defined below. 1.4 “Confidential Information” means all private, personal, confidentialor proprietary information, tangible or intangible, owned by or pertaining to Companyor any of its Affiliates including Sheldon G. Adelson, which information was learnedor acquired by Employee as a result of his employment relationship with Company.Without limiting the generality of the preceding sentence, “Confidential Information”shall include, but not be limited to, all of Company and Affiliates’ materialnon-public information, trade secrets, business methods, business plans, lists ofcustomers (whether or not customers may have been solicited or procured by Employee orby Company), secret formulas or processes, player rating and credit line information,customer information, customer data, sales data, cost data, profit data, marketingmethods, credit and collections techniques, strategic planning data, and financialplanning data; provided, however, that “Confidential Information” shall not includeinformation or data: (i) generally publicly known, (ii) learned by Employee from thirdpersons with a legal right to disclose such information to Employee, or (iii)discovered by Employee through means entirely independent from and in no way arisingfrom the disclosure to Employee by Company provided that the source is not anotheremployee, consultant or agent of Company or its Affiliates subject to an obligation ofconfidentiality.   2 Employee Initials:                     
 

 
 1.5 “Customer” means all individuals contained in Company’s customerlists, customer databases, or the like whether or not those individuals have beensolicited or procured by Company or Employee.  1.6 “Disability” means Employee’s inability with or without accommodationto perform, for a period greater than twelve (12) consecutive weeks, the essentialfunctions of the position by reason of permanent mental or physical disability,whether resulting from illness, accident or otherwise.  1.7 “Media” means print, document-based medium, television, facsimile,telex, telephone, radio, satellite, cable, wire, computer-based network, network,magnetic means, electronic means, Internet, intranet, and any other method (now knownor hereinafter developed) for the publication, retention, conveyance, possession orholding of content, including without limitation, computer software, compact and laserdisc, digital video displays, video cassettes, and multi-media.  1.8 “Person” means any individual, firm, partnership, association, trust,company, corporation, limited liability company or other entity.  1.9 “Term of Employment” means the period specified in subsection 2.2 andany authorized extensions thereof.  1.10 “Trade Secrets” mean Company and/or Affiliates’ trade secrets as suchterm is defined in the Uniform Trade Secrets Act, as promulgated generally in theUnited States of America.    All of the foregoing defined terms in quotations, if defined in the singular,shall also retain such general meaning if used in the plural, and if used in theplural, shall retain the general meaning if used in the singular.2. **Term of Employment. Positions and Duties****.** 2.1 Employment Accepted. Company hereby employs Employee, and Employeehereby accepts employment with Company, for the Term of Employment, in the positionand with the duties and responsibilities set forth in subsection 2.3 or in such otherposition or with such other responsibilities as reasonably assigned by Company fromtime to time and upon such other terms and conditions as are hereinafter stated.  2.2 Term of Employment. The initial term of employment shall commence onthe Effective Date and expire at the close of business on September 30, 2009.  2.3 Duties and Responsibilities. During the Term of Employment, Employeeshall be employed as Corporate Controller of Company and shall have all theresponsibilities of that position as determined in the job description for thatposition on file with Company and as may be assigned pursuant to Section 2.1 aboveincluding working for and acting on behalf of Affiliates of Company as assigned fromtime to time by Company. During the period of   3 Employee Initials:                     
 

 
   Employee’s employment, Employee will faithfully and diligently devote all businessand professional time, attention, energy, experience and ability to promote thebusiness and interests of Company. While employed by Company, Employee will notengage in any other employment, occupation, consultation or business pursuit whichwould interfere with or take time away from the discharge of Employee’s employmentresponsibilities without the prior written consent of Company. 2.4 Licensing Requirement. If required by Company or Nevada gamingauthorities or any other regulatory authority within or without the State of Nevada(collectively, a “Gaming Authority”) to perform the duties required of Employee byCompany pursuant to Sections 2.1 and 2.3, Employee must apply for and obtain anyregistration, license, qualification or finding of suitability required by a GamingAuthority (collectively, a “License”) Company and Employee agree to cooperate with anyGaming Authority and with each other in applying for the License and in removing anyobjections that may be raised by any Gaming Authority in connection with the grantingof the License. If the Gaming Authority shall refuse to grant the License toEmployee, or at any time during the term of this Agreement revoke the License, thenthis Agreement shall terminate and neither Company nor Employee shall have any furtherobligation hereunder. 2.5 Policies and Procedures. In addition to the terms herein, Employeeagrees to be bound by Company’s policies and procedures as such may be amended byCompany from time to time. In the event the terms in this Agreement conflict withCompany’s policies and procedures, the terms herein shall take precedence. Employeecertifies that as of the commencement of the Term of Employment Employee has read andsigned off on Company’s policies and manuals and agrees to abide by the same.3. **Base Salary**. During the Term of Employment, Employee shall be entitled to receive aBase Salary of $225,000 per year (“Base Salary”), unless otherwise modified as a result of anysalary review. All such amounts shall be payable in equal installments every two weeks orotherwise in accordance with the regular payroll of Company. On an annual basis, Employeeshall receive a review of the Base Salary at which time the Base Salary may be raised but maynot be decreased and such revised salary shall become the Base Salary for purposes of thisagreement.4. **Bonus**. It is Company’s current intention to maintain an incentive bonus program bywhich qualified employees will be eligible to receive a discretionary quarterly incentivebonus based upon the achievement of individual and company goals and objectives as establishedfrom time to time. During the Term of this Agreement, Employee will be eligible toparticipate in the Company’s discretionary bonus program based upon thirty percent (30%) ofEmployee’s current Base Salary, issued in quarterly installments when payable. All bonuses arein the sole, absolute and unfettered and unreviewable discretion of Company. It iscontemplated that, if Company continues to prosper and if Employee continues to demonstrateprofessional growth and development, Employee will be paid a bonus at least quarterly.Notwithstanding that contemplation, Employee shall not have any enforceable right to receive abonus except for such bonuses as are actually paid by   4 Employee Initials:                     
 

 
  Company. Upon termination of Employee’s employment for any reason whatsoever, Companyshall have no obligation to pay Employee any bonus or prorated portion of a bonus Employeemight have received had Employee continued employed.5. **Employment Benefit Programs**. During the Term of Employment, Employee shall beentitled to medical and dental insurance and life and disability insurance benefits and paidtime off as are generally available to employees of Company from time to time under suchbenefit plans and as described and subject to such conditions and discretion as is reserved toCompany as set forth in the associated benefit plan materials and Summary Plan Descriptionsfor such benefit plans. 5.1 Stock Option Interest. Employee shall be eligible to participate inthe Company’s Stock Option Plan. The Company will recommend an equity award of optionsto purchase 10,000 shares of Las Vegas Sands’ (LVS) common stock to vest over a fouryear term with an exercise price equal to the fair market value on the date of grantto the Performance Sub-Committee of the LVS Board of Directors, subject to approval bythe Performance Sub-Committee of LVS and the exact terms of the options will begoverned by the terms of the standard LVS option agreement to be provided to Executiveupon grant of the options.6. **Termination**. 6.1 Termination by Company With Cause. Company may terminate Employee’semployment for Cause at any time during the Term of Employment upon and by givingwritten notice to Employee of the particular act(s) or failure(s) to act providing thebasis for termination (the “Default”). Provided however, that with respect to aDefault alleged to have occurred under Sections 1.3(d), 1.3(e) or 1.3(i) of theAgreement, Company shall have first provided Employee with notice of the acts, dutiesor omissions Employee has committed or failed to observe or perform and Employee shallhave fifteen (15) days from receipt of such notice to correct the acts or omissionswith regard to such Default. In the event Company determines that Employee has notcured the Default or that Employee has not established to the satisfaction of Companythat the Default did not occur, Company will give Employee notice of terminationeffective the fifteenth (15th) day following the initial notice of Default.In the event Company terminates Employee’s employment for Cause, Employee shall beentitled to: (a) Base Salary at the rate in effect at the time oftermination through the effective date of the termination of employment;  (b) Reimbursement for reasonable expenses incurred, but notpaid prior to the effective date of such termination of employment, subjectto Company’s policies including providing of supporting receipts; and  (c) Such rights to other compensation and benefits as may beprovided in applicable plans and programs of Company, including, withoutlimitation, applicable employee benefit plans and programs, according to theterms and conditions of such plans and programs   5 Employee Initials:                     
 

 
   including COBRA benefits provided, however, that nothing in thissubsection shall be read to entitle Employee to any unpaid bonus as ofthe effective date of termination. 6.2 Termination by Company Without Cause. Company may terminate Employee’s employmentwithout Cause at any time during the Term of employment by giving written notice. In the event thatCompany terminates Employee’s employment without Cause, Employee shall thereupon be entitled to: (a) Continuation of the Base Salary for the lesser of (i) aperiod of twelve (12) full months or (ii) the remainder of the Term ofEmployment; and  (b) The provisions of Sections 6.1(b) and 6.1(c) shall alsoapply. 6.3 Termination due to Expiration of the Term of Employment. If theParties decide not to extend the Term of Employment, Employee shall not be entitled toany additional compensation as a result thereof, but, subject to the limitationsdescribed in Section 6.1(c), such termination of employment shall not otherwise affectaccrued but unpaid compensation or benefits provided under this Agreement orotherwise. In the event that the Term of Employment expires and the Agreement has notbeen extended by the Parties, should Employee remain in the employ of Company Employeewill be deemed an “at-will” employee and Company may terminate such employment with orwithout cause without any further liability.7. **Restrictive Covenant and Covenants not to Engage in Certain Other Acts**. 7.1 Restrictive Covenant. During the Term of Employment, Employee has noright to resign and any purported resignation constitutes an incurable material breachof this Agreement. In the event of any termination for Cause or any purportedresignation described in the prior sentence, Employee shall not for a period of twelve(12) months from the termination date or for the remainder of the period that wouldhave been Employee’s Term of Employment, whichever is less, accept employment or enterinto any contractual relationship, whether as an employee or as a consultant orindependent contractor or sub-contractor with any casino or hotel/casino company thatoperates in Clark County Nevada or any affiliate thereof. This restrictive covenantshall also apply during any period in which Employee is receiving continuation of BaseSalary pursuant to Section 6.2(a). Employee acknowledges and agrees that therestrictive covenant contained in this Section is supported by valuable consideration,and is reasonable in its scope and duration, and that the covenant protects thelegitimate interests of Company and imposes no undue hardship on Employee. Theperiod, the geographical area and the scope of the restrictions on Employee’sactivities are divisible so that if any provision of the restriction shall be declaredby a court of competent jurisdiction or by an arbitrator to exceed that maximum timeperiod, geographical area, or scope which such court or arbitrator deems reasonableand enforceable, this provision shall be automatically modified to the extentnecessary to make it reasonable and enforceable.   6 Employee Initials:                     
 

 
 7.2 Non-solicitation. Employee agrees that for a period of two (2) yearsafter the end of Employee’s employment with Company for any reason, Employee shall notinduce any persons in the employment of Company or its Affiliates to (a) terminatesuch employment, (b) accept employment with anyone other than Company or an Affiliateof Company or (c) interfere with the business of Company in any material manner.  7.3 Covenants to Protect Confidential Information: (a) Non-Disclosure. During Employee’s employment andfor a period of eighteen (18) months after the end of Employee’s employmentwith Company, Employee agrees to hold confidential all ConfidentialInformation learned or acquired by him/her and he will take all actionnecessary to preserve that confidentiality. Employee represents andcovenants to Company, its Affiliates and to Sheldon G. Adelson that Employeeshall treat any Confidential Information disclosed to, or learned by,Employee as fiduciary agent of Company, its Affiliates, or Sheldon G.Adelson, recognizing that Company, its Affiliates, or Sheldon G. Adelson onlymade the Confidential Information accessible to Employee by reason of thespecial trust and confidence which Company, its Affiliates, or Sheldon G.Adelson placed in Employee. In perpetuity, Employee shall not disclose,disseminate, transmit, publish, distribute, make available or otherwiseconvey any of Company’s, its Affiliates’, or Sheldon G. Adelson’s TradeSecrets to any Person; provided, however, that Employee may discloseCompany’s, its Affiliates’, or Sheldon G. Adelson’s Trade Secrets todirectors, officers and employees of Company that in Employee’s actual andreasonable knowledge are entitled and authorized to view such Trade Secretsand who need to know such Trade Secrets in order to conduct bona fideactivities on behalf of Company. Employee shall not make, or permit or allowto be made, copies of any Media containing, in full or in part, ConfidentialInformation.  (b) Without the prior written approval of Sheldon G. Adelson orduly authorized representatives of Company or its Affiliates, which Company,its Affiliates, or Sheldon G. Adelson may in its or their sole discretionwithhold, Employee agrees that, during the Term of Employment or at any timethereafter, Employee shall keep confidential and shall not directly orindirectly disclose, reveal, publish, exploit or otherwise make use of theConfidential Information in any manner whatsoever including, but not limitedto, interviews, articles, accounts, books, plays, movies, and documentaries,whether non-fiction or fictional. In the event that Employee is requested orrequired to disclose any Confidential Information, it is agreed that Employeewill provide Company with prompt notice of such request(s) so that Companymay seek an appropriate protective order.   7 Employee Initials:                     
 

 
 (c) Security Measures. While in possession or controlof Confidential Information, or any Media embodying same, Employee shall takereasonable efforts to keep such Confidential Information reasonablyinaccessible from Persons not otherwise authorized to view the ConfidentialInformation. While in possession or control of any of Company’s and/or itsAffiliates’ Trade Secrets, or any Media embodying same, Employee shall usehis best efforts to keep all Company’s and/or its Affiliates’ Trade Secretsinaccessible from third Persons who, in Employee’s actual and reasonableknowledge are not authorized to view same, including without limitation,keeping Company’s and/or its Affiliates’ Trade Secrets secure while not beingviewed, as well as not removing any Company’s and/or its Affiliates’ TradeSecrets from Employee’s work area at any time, for any reason.  (d) Forced Disclosure. If Employee is requested orrequired (by oral questions, interrogatories, requests for information ordocuments in legal proceedings, subpoena, civil investigative demand or othersimilar process) to disclose any of the Confidential Information, Employeeshall provide an officer of Company with prompt written notice of suchrequest or requirement so that Company may seek a protective order or otherappropriate remedy and/or waive compliance with the provisions of thisAgreement. If, in the absence of a protective order or other remedy or thereceipt of a waiver by Company, Employee nonetheless is legally compelled todisclose Confidential Information to any tribunal or else would stand liablefor contempt or suffer other censure or penalty, Employee may, withoutliability herein, disclose to such tribunal only that portion of theConfidential Information which Employee is legally required to disclose,provided that Employee exercises his best efforts to preserve theconfidentiality of the Confidential Information, including, withoutlimitation, by cooperating with Company to obtain an appropriate protectiveorder or other reliable assurance that confidential treatment will beaccorded the Confidential Information by such tribunal. (e) Ownership of Works. Notwithstanding any otherprovision of this Agreement, Employee hereby acknowledges that Company ownsthe exclusive right, title and interest in and to the ConfidentialInformation and the intellectual property rights embodied in, relating to,based upon or arising from Confidential Information or described in thissubsection. In the course of Employee’s employment, Employee may be requiredto create or modify works or perform acts that create intellectual propertyrights including any such rights protected by any applicable law relating tocopyrights, patents or any other form of intellectual property (“IP Rights”).In return for the compensation to be paid to Employee as an employee,Employee agrees that any IP Rights Employee might otherwise enjoy (but forthis sentence) that are developed, designed or   8 Employee Initials:                     
 

 
   improved during the course and scope of Employee’s employment or arederived from information, knowledge or data gained by Employee duringEmployee’s employment are the exclusive property of Company and, byEmployee’s entry into this Agreement, Employee assigns all of the IPRights to Company. Employee also agrees to execute any further form ofassignment of the IP Rights to Company as may be required or desired byCompany to perfect and enforce the assignment of the IP Rights whetherduring or after Employee’s employment with Company. (f) Return of Materials. When Employee’s employmentwith Company ends, Employee shall return to Company all documents and data,in whatever Media, owned by Company, including, without limitation, allConfidential Information, papers, drawings, notes, memoranda, manuals,specifications, designs, devices, code, e-mail, documents, diskettes, tapesand any other material. Employee shall also return any keys, access cards,credit cards, identification cards and other property and equipment belongingto Company and/or its Affiliates. All data and information stored on ortransmitted using Company owned or leased equipment is the property ofCompany. Notwithstanding the return or destruction of the ConfidentialInformation, Employee shall continue to be bound by his obligations ofconfidentiality and security as otherwise set forth in this Agreement for aperiod of two (2) years with respect to Confidential Information and inperpetuity with respect to Company’s and/or its Affiliates’ Trade Secrets. 7.4 Non-Disparagement. During the Term of Employment and in perpetuityfollowing the effective date of termination of this Agreement, Employee shall not makeany remarks disparaging the conduct or character of Sheldon G. Adelson, Company or itsAffiliates, their agents, employees, officers, directors, successors, or assigns.  7.5 Cooperation. At any time following the effective date of terminationof this Agreement, Employee shall reasonably cooperate with Company in any litigationor administrative proceedings involving any matters with which Employee was involvedduring his employment by Company. Company shall reimburse Employee for reasonableexpenses, if any, incurred in providing such assistance including the value of thetime expended in testifying measured at the rate of pay that Employee is thenreceiving from a subsequent employer. For the purpose of this section, reasonablecooperation shall mean, at employees option, testifying by deposition at his principalresidence or principal place of employment if different than Clark County Nevada8. **Equitable Relief****.**Employee agrees and acknowledges that (a) the breach of theRestrictive Covenant and Covenants not to Engage in Certain Other Acts Section of thisAgreement by Employee would cause irreparable injury to Company and/or its Affiliates, (b)such a breach would not be adequately compensated in money damages, (c) the balance of theequities between Company or its Affiliates and   9 Employee Initials:                     
 

 
  Employee in the event of such a breach would favor the entry of equitable relief in favorof Company or its Affiliates, and (d) the public interest in the event of such a breachwould favor the entry of equitable relief in favor of Company or its Affiliates. For thepurpose of this Agreement, equitable relief shall include without limitation preliminaryand permanent injunctive relief, specific performance and temporary restraining orders.Equitable relief shall be in addition to all other remedies available to Company througharbitration as provided in this Agreement. Employee also agrees not to contest the entryin favor of Company or its Affiliates of equitable relief in the event of a breachdescribed in this section.9. **Factors Supporting Restrictions****.**The restrictions placed upon Employee by the terms ofthis Agreement have been agreed upon in consideration of the following factors, among others: 9.1 Employee has been provided with the Term of Employment described in Section2.2 and the Compensation described in Section 3 above in reliance upon Employee’sagreement to the restrictions described in Section 7; and  9.2 Employee has been entrusted by Company with developing close relations withcustomers and/or vendors on behalf of Company to further Company’s business interests;and  9.3. By reason of Employee’s position with Company, Employee has become privy tothe aims, aspirations, plans, preferences, strategies and capabilities of customersand/or vendors, which are matters of great value in identifying, soliciting,obtaining, retaining and/or servicing customers and/or vendors in Company’s business;and  9.4 By reason of Employee’s position with Company, Employee has become privy toconfidential financial information of Company, which information would be ofconsiderable potential interest to Company’s competitors; and  9.5 By reason of Employee’s position with Company, Employee will become familiarwith Company’s practices and strategies in assigning work, setting up project teamsand supervising the work.10. **Arbitration**. 10.1 Except for equitable relief sought pursuant to section 8, or as otherwiseprohibited by law, any controversy or claim rising out of or relating to thisAgreement or the breach of this Agreement shall be settled by arbitration administeredby the American Arbitration Association under its Employment Dispute Resolution Rules(the “Rules”) and judgment on the award rendered by the arbitrators may be entered inany court in Clark County, Nevada.   10 Employee Initials:                     
 

 
 10.2 Any controversy or claim submitted for arbitration shall be submitted to apanel of three (3) arbitrators selected in the manner specified in the Rules from thepanels of arbitrators of the American Arbitration Association. The arbitrationproceedings shall be conducted in Las Vegas, Nevada, and the cost of the arbitrationshall be paid for 100% by Company.  10.3 The arbitration provisions of this Agreement provide the exclusive remediesand each party expressly waives the right to pursue redress in any other forum exceptonly the right to pursue equitable remedies as provided in Section 8.  10.4 The arbitrators shall not be empowered or authorized to add to, subtractfrom, delete or in any other way modify, the terms of this Agreement, nor shall thearbitrators be empowered to award punitive damages on any claim.  10.5 Employee understands and agrees that Employee is waiving the right to a jurytrial, or a trial before a judge in public court.11. **Acknowledgement****.** 11.1 Employee acknowledges that Employee has been given a reasonable period oftime to study this Agreement before signing it. Employee certifies that Employee hasfully read and completely understands the terms, nature and effect of this Agreement.Employee also certifies that Employee either had the opportunity to consult withcounsel, or consulted with counsel in connection with the execution of this Agreement.Employee further acknowledges that Employee is executing this Agreement freely,knowingly and voluntarily and that Employee’s execution of this Agreement is not theresult of any fraud, duress, mistake or undue influence whatsoever. In executing thisAgreement, Employee does not rely on any inducements, promises or representations byCompany or any person other than the terms and conditions of this Agreement.  11.2 Employee warrants and represents that Employee does not know of anyrestriction or agreement to which Employee is bound which arguably conflicts with hisexecution of this Agreement or his employment hereunder.12. **Controlled Substance and Alcohol Screening.** 12.1 Throughout the term of this Agreement, Employee must abide by Company’scontrolled substance and alcohol policy as adopted from time to time. Employeeacknowledges and agrees that these policies may include requirements that Employeesubmit to testing for controlled substances or alcohol on the basis of reasonablesuspicion in accordance with Company’s controlled substance or alcohol policies.  12.2 Employee agrees that failure to consent or cooperate in testing forcontrolled substances or alcohol or positive results from such testing may be thesubject of disciplinary action up to and including termination.   11 Employee Initials:                     
 

 
 12.3 Employee agrees that testing for controlled substance or alcohol may includetaking and testing of Employee’s urine, blood or hair.  12.4 Employee shall hold Company, and its Affiliates and their officers,directors, employees, agents and shareholders harmless from any and all claims,demands or liability arising from testing for controlled substances or alcohol andfrom any disciplinary action resulting from such proposed or actual testing.13. **Attorneys’ Fees**. In any action or proceeding to enforce the terms of this Agreement,the prevailing party shall be entitled to reasonable attorneys’ fees and costs incurred,whether or not the action is reduced to judgment. 14. **Survivorship**. The respective rights and obligations of the Parties hereunder shallsurvive any termination of this Agreement to the extent necessary to the intended preservationof such rights and obligations. The provisions of this Section are in addition to thesurvivorship provisions of any other Section of this Agreement. 15. **Entire Agreement**. This Agreement contains the entire agreement between the Partiesconcerning the subject matter hereof and supersedes all prior or contemporaneous agreements,understandings, discussions, negotiations and undertakings, whether written or oral, betweenthe Parties with respect thereto. 16. **Assignability: Binding Nature**. This agreement shall be binding upon and inure tothe benefit of the Parties and their respective successors, heirs and assigns. No rights orobligations of the Parties may be assigned except that such rights or obligations may beassigned or transferred pursuant to a merger or consolidation in which Company is not thecontinuing entity, or the sale or liquidation of all or substantially all of the assets ofCompany, provided that the assignee or transferee is the successor to all or substantially allof the assets of Company and such assignee or transferee assumes the liabilities, obligationsand duties of Company, as contained in this Agreement, either contractually or as a matter oflaw. In addition to the provisions of Section 2.3, Company may also assign this Agreement toan Affiliate in its sole discretion. Notwithstanding anything to the contrary in thissection, Employee shall have no right to assign any of his rights under this Agreement or todelegate any of his duties under this Agreement and any such assignment or delegation shall bevoid for all purposes. 17. **Amendment**. No provision in this Agreement may be amended, modified or waived unlesssuch amendment, modification or waiver is agreed to in writing. 18. **Construction****.**The terms and conditions of this Agreement shall be construed as awhole according to their fair meaning and not strictly for or against any party. The partiesacknowledge that each of them has reviewed this Agreement and has had the opportunity to haveit reviewed by their attorneys and that any rule of construction to the effect thatambiguities are to be resolved against the drafting party shall not apply in theinterpretation of this Agreement.   12 Employee Initials:                     
 

 
 19. **Necessary Action**. Each of the parties shall do any act or thing and execute any orall documents or instruments necessary or proper to effectuate the provisions of thisAgreement.  20. **Time of the Essence****.**Time is of the essence of this Agreement and all of its terms,provisions, conditions and covenants.  21. **Waiver****.**Neither the failure nor any delay on the part of any party to exercise anyright, remedy, power or privilege under this Agreement shall operate as a waiver of thatright, remedy, power or privilege. No such waiver may occur unless in a writing signed by theparty sought to be charged. No waiver of any right, remedy, power or privilege with respectto any particular occurrence shall be construed as a waiver of such right, remedy, power orprivilege with respect to any other occurrence.  22. **Partial Invalidity**. If any provision or provisions of this Agreement shall be heldto be invalid, illegal, or unenforceable for any reason whatsoever: a) The validity, legality, and enforceability of the remainingprovisions of this Agreement (including, without limitation, each portion ofany section of this Agreement containing any such provision held to beinvalid, illegal or unenforceable) shall not in any way be affected orimpaired thereby unless such invalidity, illegality or unenforceability wouldvitiate the intent of the parties with respect to any such section or theAgreement as a whole; and  b) To the fullest extent possible, the provisions of thisAgreement (including, without limitation, each portion of any section of thisAgreement containing any such provision held to be invalid, illegal, orunenforceable) shall be construed so as to give maximum possible effect tothe intent manifested by the provision held invalid, illegal, orunenforceable.24. **Notices**. All notices, consents, or other communications required, permitted or providedfor hereunder, including without limitation notices of Default, or termination of this Agreementshall be deemed given (i) on the date when hand-delivered; (ii) on the date when forwarded byfacsimile transmission provided that electronic confirmation of receipt is obtained and retained;(iii) upon the date set forth on a receipt for certified mail that is returned to the party givingnotice by the United States Postal Service; or (iv) on the next day after delivery to a recognizedovernight delivery service for next day delivery. All notices shall be addressed to the parties attheir addresses set forth below:   As to Company: Venetian Casino Resort, LLC3355 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Attn: PresidentTelecopier: (702) 414-4421   13 Employee Initials:                     
 

 
   w/ copy to: Venetian Casino Resort, LLC3355 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Attn: General CounselTelecopier: (702)414-4421   As to Employee: At the Address SetForth at the Beginning ofthis Agreement.Telecopier: [intentionally omitted]25. **Governing Law**. This Agreement shall be governed by and construed and interpreted inaccordance with the laws of Nevada without reference to the principals of conflict of lawsthereof. 26. **Headings**. The headings of the sections contained in this Agreement are forconvenience only and shall not be deemed to control or affect the meaning or construction ofany provision of this Agreement. 27. **Counterparts**. This Agreement may be executed in counterparts each of which shall bedeemed an original and all of which shall constitute one and the same agreement with the sameeffect as if all Parties had signed the same signature page and a signature page delivered bytelecopier shall be as effective as if an original copy had been delivered.**EMPLOYEE**: Michael Quartieri     By: /s/ Michael Quartieri            Date: /s/ September 18, 2006       **COMPANY**: Las Vegas Sands Corporation     By: /s/ Robert P. Rozek            Print Name: Robert P. Rozek            Its: Senior Vice President and Chief Financial Officer            Date: September 19, 2008          14 Employee Initials: