ASSUMPTION AGREEMENT

THIS  ASSUMPTION  AGREEMENT  is made on January  2, 2002 by  Sheldon G.  Adelson
("Adelson")  with  respect to that  certain  1997 Fixed Stock  Option  Plan,  as
amended and restated ("the Plan") of Las Vegas Sands, Inc. ("the Company").

WHEREAS the Plan,  in Section  9(b)  thereof,  permits  Adelson,  being the sole
stockholder  of the  Company,  to assume some or all of the  obligations  of the
Company  under  the Plan and to  become  the  Administrator  of the Plan and the
issuer of the  Options,  and to have all  rights,  powers  and  responsibilities
granted  to the  Company  or to the Board  under the Plan (all such  capitalized
terms being understood as defined in the Plan); and

WHEREAS,  Adelson now wishes to make such  assumption,  including all referenced
rights and obligations,

NOW, THEREFORE, this instrument attests as follows:

Adelson hereby assumes all of the rights, powers, obligations,  responsibilities
and  liabilities  of the Company  assigned to or otherwise set forth in the Plan
and undertakes to perform the same from and after the date hereof, including all
rights and obligations of the Company under Stock Option Agreements executed and
to be executed by the  Company,  and,  pursuant to the  provisions  of the Plan,
Adelson shall  administer the Plan, grant Options,  issue Shares,  redeem Shares
and do any and all other acts or things authorized or reserved to the Company or
to the Board thereunder;  provided, however, that nothing contained herein shall
constitute a waiver or release of any right of  indemnification to which Adelson
may be entitled  under the Company's  Certificate of  Incorporation  or By Laws,
either in  connection  with his  administration  of the Plan or  otherwise;  and
provided  further that Adelson shall not assume and the Company shall retain any
and all  obligations  and  liabilities  with respect to any income  withholdings
obligations arising under the Plan.

EXECUTED as a sealed instrument at Las Vegas, Nevada.

/s/Sheldon G. Adelson
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Sheldon G. Adelson

Acknowledged and Confirmed:

Las Vegas Sands, Inc.


By:
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