We should read: “...and under article 4, point c) of number 1 of article 29th anunder articles 49th and following, all from Law 6/80M, ...” 4. This order comes into force immediately.    October 24th 2008    The Secretary for Transport and Public WorksAttachment   (File number 6 412.02 of DSSOPT and Process Number 25/2008 of the Lands Department)    Contract between    The Macau Special Administrative Region as Party A; and    The company Venetian Cotai Limited, as Party B.
 

 
 Considering that: 1. Through the Order of the Secretary for the Transportation and PublicWorks nr. 27/2007, the Government of Macau conceded to Venetian Cotai, by lease, aland with the total area of 405.658 m2, formed by 3 lots designated asLot I, Lot II and Lot III, with an area of 292.315m2, 52.864m2and 60.479m2, respectively, located at the reclaimed area between theislands of Taipa and Coloane (COTAI), west side of Estrada do Istmo and south sideof Estrada da Baía de Nossa Senhora da Esperança, to construct a resort composed ofcasino, hotels, apart-hotels and convention and exhibitions centers, under thestrata title regime.  2. The concessionaire, with registered offices in Estrada da Nossa Senhorada Esperança, The Venetian Macao Resort Hotel, Executive Offices — L2, Taipa, inMacau, is registered in Commercial and Movable Assets Registry under the nr.19845(SO).
 

 
 3. The mentioned lots I, II and II are described in the Real Estate Registryunder the nrs 23 225, 23 224, 23 225, and the right resulting from the concession isregistered in favor of the company under nr 31 681F.  4. According to its license of use, the use of Lot I is completed, while theuse of Lots II and III is in an advanced stage of development.  5. An error has been detected on the implantation of Lot II, North, on theborder with Lot I. Although the error does not affect the gross construction areasfor buildings built or under construction on the Lots, it implies the adjustment ofthe respective area.  6. Under these circumstances, through an application submitted on July1st 2008, the concessionaire applied for the change of the object of thecontract regarding the area and limits of Lots I and II, that now have areas of 291479sqm and 53 000sqm respectively.  7. On the other hand, the dimensions and characteristics of the integratedresort planned to Lot II, composed of
 

 
   autonomous units aimed at different usages, who interact among them and areinserted in a space that is administrated by a common service management and hasequipments shared by all; and are explored by specialized entities capable ofassuring high quality standards, as well as the need to get access to differentsources of banking funding — make it advisable to apply the strata title regime.  8. Without the separation as an autonomous unit of each of the blocksdestined to the authorized usages — hotel, apart-hotel, shopping mall and parking -it is not possible to the concessionaire to use them as a guarantee to the lenders,namely through mortgage.  9. Given that fact, on August 7th 2008, the concessionaireapplied for the revision of the contract regarding Lot II, requiring that thecontract contemplates the use “commerce”, currently included in the area destined tothe use “hotel”, as well as the registration of the building under the strata titleregime, composed of four independent units
 

 
   (hotel, apart-hotel, shopping mall and parking).  10. Later, on September 9th 2008, after several meetings held atthe DSSOPT, the concessionaire presented a new application, re-stating the previousintention and asking for the change of the gross construction area destined to the“hotel use”, given the fact that the area to the “commerce use” was going to beseparated and the apart-hotel would be classified with four stars because the Macaulegislation does not foresee the existence of five star apart-hotels.  11. Gathered all the documents necessary to proceed with the process, DSSOPTcalculated the different owed payments to the Macau SAR and wrote the draft of theland concession revision contract, underlining that it still exists the obligationof getting previous approval for the transmission of the rights resulting of theconcession, in order to allow the grantor to keep control over the ownership of theunits and the introduction of new conditions in the contract if these are foundnecessary
 

 
   for the protection of the public interests. 12. After the concessionaire declared acceptance of the draft, through adeclaration submitted on October 10th 2008, the file followed the normalproceedings, being sent to the Lands Committee who, on a meeting of October 16thissued a favorable technical opinion to the project.  13. The technical opinion from the Lands Committee was approved by HisExcellency the Chief Executive on October 17th 2008.  14. The land object of the contract, with a total area of 405 658sqm, ismarked and signaled with letters A1 (Lot I), A2 e A4 (Lot II) and A3 (Lot III) onthe map 6124/2003, issued by the Cartography and Cadastre Bureau, of September10th 2008.  15. Under article 125 of Law 6/80M, the conditions of the contract attachedto the present order were reported to the applicant and by it accepted through adeclaration submitted on October 23rd, signed by Stephen John Weaver,married, living in Macau, with professional address at Baía de Nossa Senhora da
 

 
   Esperança, The Venetian Macao resort Hotel, Executive Offices — L2, Taipa, as anattorney and representing Venetian Cotai, SA, quality and powers and conferred bythe private notary Leonel Alberto Alves, according to the recognition in thedeclaration.  16. The premium stated on article two of the contract attached to this Orderwas paid at the Finance Bureau of the Macau SAR Government (nr 85 674) with theinvoice 98/2008 issued by the Land Commission.**Article One** 1. The object of this contract is the revision of the concession, under the leaseregime, of a piece of land with the total area of 405 658 sq located at the Cotai for theconstruction of a casino, hotels, and exhibition, convention and congress centers, titledby the Order 27/2007 of the Secretary for Transport And Public Works; given the fact thatit was authorized the reduction of the area of Lot I, the enlargement of the area of LotII and the adding to this Lot II of the commercial purpose, and consequently the grossareas for the construction of the other purposes have also changed.  2. As a consequence of the previous number:
 

 
 1) The parcel of the land with 863 sq meters (eight hundred and sixty three) — signaled with letter A in Plan 6124/2003, issued by the Cartography and CadastreBureau in 10/09/2008, and which is part of description number 23225 of the RealEstate Registry — is detached from Lot I that, from now on, has an area of 291 479sq meters, and is signaled with “A1”, and this is from now on the total descriptionarea Number 23225;  2) The parcel of land with 863 sq meters is attached to Lot II that from nowon has an area of 53 000 sq meters (fifty three thousand and seven hundred). Thislot is signaled with letters A2 and A4 in the same plan and from now ownscorresponds to the totality of the area described at the Real Estate Registry underNumber 23223;  3) Clauses one, three and seven of the contract titled by the Order 27/2007of the Secretary for Transports and Public Works, of April the 18th of2007, have from now on the following redaction:**Clause One Object of the Contract**     1         1)              2)         3) The division of the land above mentioned into 3 (three) Lots, described as follows:
 

 
(1) Lot I, with an area of 291 479 sq meters (two hundred and ninety one thousand, 479 squaremeters)           with an attributed value of $ 1 458 574 919.00 (one billion, four hundred and fiftyeight millions, five hundred and seventy four hundred, nine hundred and nineteen Patacas),described at the Real Estate Registry under Number 23225 and signaled by letter «A1»in the plan no6124/2003, issued by the Cartography and Cadastre Bureau on September the 10th 2008.(2) Lot II, with an area of 53 700 sq meters (fifty-three thousand and seven hundred)            withan attributed value of $ 688 982 508.00 (six hundred and eighty-eight million, nine hundred andeighty two thousand, five hundred and eight patacas), described at the Real Estate Registry underNumber 23223 and signaled by letters «A2» and «A4» in the same plan.(3) Lot III, with an area of 60 479 sq meters (sixty thousand and four hundred and seventynine)            with an attributed value of $ 594 374 049.00 (five hundred and ninety four million,three hundred and seventy four thousand and forty nine patacas), described at the Real EstateRegistry under Number 23224 and signaled by letter «A3» in the same plan.2 The concession of the land with the total area of 405658 m2 (four hundred and fivethousand, six hundred and fifty-eight square meters) composed of 3 (three) Lots marked in thereferred plan of DSCC, from now on referred
 

 
as the Land, is regulated by the clauses of the present contract.**Clause Three — Use and Purpose of the Land**1. the land is used with the construction of a resort comprised of a casino, hotels,apart-hotels and of commercial centers and exhibitions and conventions centers, in stratatitle regime with the following gross construction areas divided by purpose of use: 1) Lot I, with an area of 291 479 sq meters (two hundred and ninety one thousand, 479square meters)            (1)                (2)                         (3)                         (4)                         (5)             2) Lot II, with an area of 53 700 sq meters (fifty-three thousand and seven hundred)     (1) 5 stars Hotel including areas forgaming, entertainment, leisure,restaurants andother supporting áreas 112 167 sqm     (2) Four Star Apart-hotel 101 028 sqm     1 Commercial Center   35 218 sqm    2 Parking   31 469 sqm
 

 
   3 Free Area 37 088 sqm   3)Lot III,   Clause Seven Rent   1   2. After the conclusion of the construction work at the land, the second party will start to pay toeach of the Lots the following annual rents:     1) 14 900 660, 00 for Lot I     2) 4 441 765, 00 for Lot II     3) 4 069 818, 00 for Lot IIICalculated upon the following gross construction areas per purpose and respective rental values:   Lot I:      Lot II:           (1) 5 stars Hotel:       112 167.58 m2 x $15.00/m2  $1 682 505.00;         (2) 5 Stars Apart-Hotel:    
 

 
             101 028. m2 x $15.00/m2  $1 515420.00;           (3) Commercial Center :        35 218 m2 x $15.00/m2  $  528 270.00;           (4) Parking :        33 469 m2 x $10.00/m2  $  314 690,00;           (5) Free área        37 088 m2 x $10,00/m2  $  370 880,00;    Lot III:            3   **Article Two**Without prejudice of the payment of of 2 592 568 647,00 (two billion, five hundred and ninety twomillion, five and sixty eight thousand, six hundred and forty six patacas), under the conditionsstipulated in clause ten of the Land Concession Contract Titled by the Order 27/2007 of theSecretary for Transport and Public Works, published in the Official Gazette no 16, II Series, ofApril the 18 th of 2007, the second party will pay to the first party, given the revision of thecontract, the amount of $142.295.956,00 (one hundred and forty two million, two hundred and ninetyfive thousand, nine hundred and forty six patacas) as per premium of the contract when it declaresto accept the conditions of the present contract, according to the draft approved by the ChiefExecutive.**Article Three**
 

 
For the resolution of any dispute regarding or as a consequence of this contract, the competentjurisdiction is the one of the First Instance Court of the Macau Sar.**Article Four**This contract shall be governed, in cases of omission, by the Law 6/80 and other relatedlegislation.