Exhibit 10.11

                                 FIRST AMENDMENT

                           TO THE AMENDED AND RESTATED

                        LAS VEGAS SANDS, INC. 1997 FIXED

                                STOCK OPTION PLAN

          First Amendment (this "AMENDMENT") to the Amended and Restated Las
Vegas Sands, Inc. 1997 Fixed Stock Option Plan, dated as of June 4, 2002 (the
"PLAN").

          WHEREAS, in accordance with Section 7(a) of the Plan, the Board
desires to amend the terms of the Plan as set forth below.

          NOW THEREFORE, the Board hereby amends the Plan as follows:

          1.   Capitalized terms used herein but not otherwise defined herein
shall have the respective meanings ascribed thereto in the Plan.

          2.   The following definitions are hereby added to Section 2 of the
Plan in alphabetical order:

"Cause" shall mean:

               (i)     conviction of a felony, misappropriation of any material
     funds or property of the Company, commission of fraud or embezzlement with
     respect to the Company, or any material act or acts of dishonesty relating
     to the Participant's employment by the Company resulting or intended to
     result in direct or indirect personal gain or enrichment at the expense of
     the Company;

               (ii)    use of alcohol or drugs that renders the Participant
     materially unable to perform the functions of his or her job or carry out
     his or her duties to the Company;

               (iii)   materially failing to fulfill his duties and
     responsibilities;

               (iv)    committing any act or acts of serious and willful
     misconduct (including disclosure of confidential information) that is
     likely to cause a material adverse effect on the business of the Company or
     to subject the Company to possible disciplinary action by the Nevada Gaming
     Authorities; or

               (v)     loss or failure to obtain a license, work card, or other
     approval from the Nevada Gaming Authorities that is necessary or for which
     the



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     Company deems advisable relating to the Participant's employment by the
     Company or the holding or exercise of an Option.

"Disability" shall mean that the Participant is unable to perform the duties of
his employment for a continuous period of three months due to severe illness or
accident or other grave mental or physical incapacity.

          3.   New section 6(e) shall be added to the Plan to read in its
entirety as follows:

          "(e) REDEMPTION RIGHTS. The Board may, in its sole discretion, elect
in any Award Agreement to include the following redemption provision:

          "Some or all of the Shares issued pursuant to the exercise of the
Option and held by the Participant for a period of at least six months following
exercise of the Option, shall, at the written request of the Participant (or his
personal representative), be redeemed by the Company as follows:

               (i)     in the case of a

                         (A)    termination of the Participant's employment with
               the Company due to death or Disability;

                         (B)    voluntary termination by the Participant;

                         (C)    termination of the Participant's employment by
               the Company other than for Cause; or

                         (D)    redemption request made by the Participant while
               still employed by the Company,

the Company shall pay to the Participant an amount equal to the Fair Market
Value on the date of redemption of the Shares being redeemed, such redemption
price (or portion thereof) shall be payable by the Company, with interest on the
unpaid balance accruing at a fair market rate as of the date of redemption,
which the parties understand shall mean the "Applicable Federal Rate" as such
term is used in the Internal Revenue Code (the "CODE") section 7872 unless,
based upon the financial position and credit worthiness of the Company, a higher
rate is appropriate, in thirty-six (36) equal consecutive monthly installments,
commencing ninety (90) days following the date on which the Fair Market Value is
established; and

          (ii) in the case of a termination for Cause or a termination as a
result of the failure of the Nevada Gaming Authorities to grant the Participant
a casino key employee and equity holder license, Participant shall be deemed to
have elected redemption as of his termination of employment or six months after
share exercise was



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completed, whichever is later, and the Company shall pay to the Participant an
amount equal to the lesser of the exercise price for such Shares or the Fair
Market Value on the date of redemption, such redemption price shall be payable,
with interest on the unpaid balance accruing at a fair market rate as of the
date of redemption, which the parties understand shall mean the "Applicable
Federal Rate" as such term is used in the Code section 7872 unless, based upon
the financial position and credit worthiness of the Company, a higher rate is
appropriate, in thirty-six (36) equal consecutive monthly installments
commencing ninety (90) days following the date on which Fair Market Value is
established.""

          4.   Except as specifically set forth in this Amendment, the Plan
shall remain unmodified and in full force and effect.

                                     LAS VEGAS SANDS, INC.

                                     By: /s/ David Friedman
                                         ---------------------------------------
                                         Name: David Friedman
                                         Title: Secretary

ACKNOWLEDGED AND AGREED TO:

/s/ Sheldon G. Adelson
---------------------------
Sheldon G. Adelson