LAS VEGAS SANDS INC
STOCKHOLDERS AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>exhibit10-6.txt
<DESCRIPTION>STOCKHOLDERS AGREEMENT
<TEXT>
                            STOCKHOLDERS' AGREEMENT



          THIS  STOCKHOLDERS'  AGREEMENT,  is  made  on  January  2,  2002  (the
"Agreement"), among LAS VEGAS SANDS, INC., a Nevada corporation (the "Company"),
SHELDON G. ADELSON, an individual (the "Principal Stockholder"), and the persons
listed on Schedule I hereto (the  "Additional  Stockholders")  and any Permitted
Transferees thereof.

Recitals
--------

          WHEREAS, as of the date hereof, the Principal Stockholder owns 100% of
the issued and outstanding shares of Common Stock, par value $0.10 per share, of
the Company (the "Common Stock");

          WHEREAS,  the Company is entering  into Stock Option  Agreements  (the
"Stock Option Agreements") with the Additional  Stockholders,  pursuant to which
the Company shall grant to such  Additional  Stockholders  rights and options to
purchase shares of Common Stock;

          WHEREAS, it is intended that the Additional  Stockholders to whom such
options to purchase shares of Common Stock are issued pursuant to a Stock Option
Agreement may immediately  exercise such options and become  stockholders of the
Company and parties hereto as Additional Stockholders;

          WHEREAS,  as of the date hereof,  each  Additional  Stockholder has an
option to  purchase  the number of shares of Common  Stock set forth next to his
name on Schedule A hereto; and

          WHEREAS,  the  parties  hereto wish to  restrict  the  transfer of the
shares of Common  Stock  which such  Additional  Stockholder  may  receive  upon
exercise  of such  options  and to  provide  for  tag-along  rights,  incidental
registration  rights and  preemptive  rights with  respect to all such shares of
Common Stock.

          NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth  herein,  the adequacy of which are hereby  acknowledged,  the parties
hereto agree as follows:

          1. Definitions.  As used in this Agreement,  the following terms shall
have the meanings set forth below:

             "Additional  Stockholder  Exercise Period" has the meaning assigned
to such term in Section 5.2.1.

             "Additional  Stockholders" has the meaning assigned to such term in
the first paragraph of this Agreement.

             "Affiliate"  means, as to any Person,  any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with such Person. For the purposes of this definition, "control," when used with
respect to any Person,  means the power to direct the management and policies of
such Person,  directly or  indirectly,  whether  through the ownership of voting
securities,  by contract or otherwise.  The terms "controlling" and "controlled"
have meanings correlative to the foregoing.

             "After-Acquired  Stock" has the  meaning  assigned  to such term in
Section 7.

             "Agreement"  has the  meaning  assigned  to such  term in the first
paragraph of this Agreement.

             "Board of Directors" means the Board of Directors of the Company.

             "Code" means the Internal Revenue Code of 1986, as amended.

             "Commission"  means the Securities  and Exchange  Commission or any
other federal agency at the time administering the Securities Act.

             "Common  Stock" has the meaning  assigned to such term in the first
Whereas clause of this Agreement.

             "Company"  has  the  meaning  assigned  to such  term in the  first
paragraph of this Agreement.

             "Exchange  Act"  means  the  Securities  Exchange  Act of 1934,  as
amended, and any rules or regulations promulgated thereunder.

             "Gross  Cash  Proceeds"  shall  mean,  with  respect to any Initial
Public Offering,  the gross proceeds  received by the Company,  before brokerage
commissions or underwriting fees or any other fees and expenses relating to such
Initial Public Offering.

                                       1
<PAGE>

             "Initial Public  Offering" shall mean the sale in any  underwritten
offering by the Company of its Common Stock pursuant to a registration statement
on Form S-1 (or any  successor  or  similar  forms  then in  effect)  under  the
Securities Act with Gross Cash Proceeds in excess of $50 million.

             "Liens" has the meaning assigned to such term in Section 3.4

             "Losses" has the meaning assigned to such term in Section 4.6(f).

             "Maximum  Sale  Amount"  has the  meaning  assigned to such term in
Section 3.2.

             "Nevada Gaming Authorities" means, collectively,  the Nevada Gaming
Commission,  the Nevada State Gaming  Control  Board and the Clark County Liquor
and Gaming Licensing Board.

             "New  Issuance  Notice"  has the  meaning  assigned to such term in
Section 5.1.

             "New  Securities" has the meaning  assigned to such term in Section
5.1.

             "Offering  Notice" has the meaning assigned to such term in Section
3.1.

             "Options"  means the options  granted  pursuant to the Stock Option
Agreements.

             "Permitted Transferee" means, with respect to any Stockholder, such
Stockholder's  parents,  spouse,  former spouse,  siblings,  children (including
sons-in-law,    daughters-in   law,   stepchildren   and   adopted   children)or
grandchildren  or other issue or any  Affiliate of such  Stockholder  or a trust
created for the benefit of such Stockholder or Permitted Transferee.

             "Person"  means  any  individual,  corporation,  limited  liability
company or  partnership,  partnership,  trust,  incorporated  or  unincorporated
association,  joint  venture,  joint stock  company,  government  of any nation,
state, city, locality or other political subdivision or entity thereof, or other
entity of any kind,  and shall include any successor (by merger or otherwise) of
any such entity.

             "Principal  Stockholder"  has the meaning  assigned to such term in
the first paragraph of this Agreement.

             "Proposed  Price" has the meaning  assigned to such term in Section
5.1.

             "Registrable  Securities"  means (i) all  shares  of  Common  Stock
underlying the Options and issued to the Additional Stockholders pursuant to the
Stock Option Agreements, (ii) all shares of Common Stock purchased pursuant to a
stock  purchase  agreement  and (iii) any  securities  of the Company  issued or
issuable with respect to any of such shares of Common Stock by way of a dividend
or stock split or in connection with a combination of shares,  recapitalization,
merger, consolidation or other reorganization or otherwise. As to any particular
Registrable  Securities,   once  issued,  such  securities  shall  cease  to  be
Registrable  Securities  when (I) a  registration  statement with respect to the
sale of such  Registrable  Securities has become  effective under the Securities
Act and such  Registrable  Securities  have been disposed of in accordance  with
such registration  statement,  (II) such Registrable Securities are permitted to
be sold under Rule 144 (or any successor provision) of the Securities Act, (III)
such Registrable  Securities have been otherwise  transferred,  new certificates
for them not bearing a legend  restricting  further transfer have been delivered
by the  Company  and  subsequent  public  distribution  of them does not require
registration  of  such  distribution  under  the  Securities  Act or  (IV)  such
Registrable Securities have ceased to be outstanding.

             "Registration   Expenses"  means  all  expenses   incident  to  the
Company's  performance  of or  compliance  with  Section 4,  including,  without
limitation,  all  registration  and filing fees,  all fees of the New York Stock
Exchange,  Inc., other national securities exchanges or the National Association
of Securities Dealers,  Inc., all fees and expenses of complying with securities
or blue sky  laws,  all word  processing,  duplicating  and  printing  expenses,
messenger and delivery  expenses,  the fees and disbursements of counsel for the
Company and of its  independent  public  accountants,  including the expenses of
"comfort"  letters  required by or incident to such  performance and compliance,
any fees and  disbursements  of  underwriters  customarily  paid by  issuers  or
sellers of securities (excluding any underwriting  discounts or commissions with
respect to the shares of Common Stock registered).

             "Requesting  Stockholder"  has the meaning assigned to such term in
Section 4.1.

             "S  Corporation"  has the meaning  assigned to such term in Section
2.2.

             "Securities Act" means the Securities Act of 1933, as amended,  and
the rules and regulations of the Commission promulgated thereunder.

             "Stock Option  Agreements" has the meaning assigned to such term in
the second Whereas clause of this Agreement.

                                       2
<PAGE>

             "Stockholders" means, collectively,  the Principal Stockholder, the
Additional  Stockholders and any Permitted Transferee who has agreed to be bound
by the terms and conditions of this Agreement in accordance with Section 2.5.

             "Tag-Along  Acceptance"  has the  meaning  assigned to such term in
Section 3.3.

             "Tag-Along  Closing Date" has the meaning  assigned to such term in
Section 3.4.

             "Tag-Along  Right" has the meaning assigned to such term in Section
3.1.

             "Tag-Along Shares" has the meaning assigned to such term in Section
3.4.

             "Third Party  Transferee"  means any Person (other than a Permitted
Transferee)  who is not a party to this Agreement and proposes to acquire shares
of Common Stock from a Stockholder.

             "transfer" has the meaning assigned to such term in Section 2.1.

     2.   Restrictions on Transfer.
     ------------------------------

          2.1  Limitation  on Transfer.  No Additional  Stockholder  shall sell,
give, assign,  hypothecate,  pledge,  encumber,  grant a security interest in or
otherwise  dispose of (whether by operation of law or  otherwise)  any shares of
Common Stock or any right, title or interest therein (each a "transfer"), except
in accordance with the provisions of this  Agreement,  provided,  however,  that
shares  acquired  pursuant to a Stock Option  Agreement may be pledged to secure
any note  delivered to the Company (or other  grantor) to pay the exercise price
or any note the  proceeds  of which are used to pay such note to the  Company or
other grantor. Any attempt to transfer any shares of Common Stock or any rights,
title or interest  therein in violation of this Agreement shall be null and void
ab initio and the Company shall refuse to register any such transfer.

          2.2  Transfers in Compliance  with Law;  Substitution  of  Transferee.
Notwithstanding any other provision of this Agreement, an Additional Stockholder
shall not transfer  any shares of Common  Stock or any right,  title or interest
therein  unless (a) the transfer  complies in all respects  with the  applicable
provisions  of  this  Agreement  and  applicable  federal,   state  and  foreign
securities  laws,  including,  without  limitation,  the Securities Act, (b) all
necessary licenses or approvals are received from the Nevada Gaming Authorities,
(c)  the  transfer  complies  in all  respects  with  federal  laws,  rules  and
regulations relating to corporations taxed under subchapter S of the Code (an "S
Corporation"),  such that the  transfer  would not  cause the  Company  to cease
qualifying as such a corporation,  (d) the transfer does not require the Company
to register  under the  Exchange  Act and (e) if requested by the Company in its
sole judgment,  the transferring  Additional  Stockholder  provides,  at its own
expense, an opinion of counsel, in a form and from counsel reasonably acceptable
to the Company,  to the effect that such transfer complies with (a), (b) and (c)
above.  In addition to the  foregoing,  without the prior consent of the Company
(which  may be  granted  or  withheld  in its sole  discretion),  an  Additional
Stockholder shall not transfer any shares of Common Stock or any right, title or
interest  therein,  if, for purposes of determining the Company's status as an S
Corporation,  the number of  stockholders  would be increased as a result of the
transfer.  In connection  with any transfer by a Stockholder,  such  Stockholder
agrees to provide the Company with such representations, warranties and opinions
of counsel concerning the transfer, the transferee and transferor as the Company
may reasonably  require to demonstrate  compliance with the restrictions in this
Section 2 (including,  without limitation,  a representation and warranty by the
Third Party  Transferee  that such Third Party  Transferee is an individual  who
qualifies as a "United States Person" under Section 7701(a)(30) of the Code).

          2.3  Permitted  Transfer  Procedures.  If any  Additional  Stockholder
desires to transfer its shares of Common  Stock or any right,  title or interest
therein to a  Permitted  Transferee,  it shall give notice to the Company and to
the Nevada  Gaming  Authorities  of its intention to make such transfer not less
than thirty (30) days prior to effecting such transfer, which notice shall state
the name and address of the Permitted Transferee,  the relationship between such
Additional  Stockholder and the Permitted Transferee and the number of shares of
Common Stock proposed to be  transferred  (or describing any rights or interests
therein to be  transferred),  and any other  information  required  by law to be
provided to the Nevada Gaming Authorities.

          2.4  Additional  Stockholders  to Execute  Consents.  Each  Additional
Stockholder  agrees to execute and file, in a timely  fashion,  all consents and
other  instruments  that may be deemed  necessary or advisable by counsel to the
Company with respect to the Company's election to be an S Corporation.

          2.5  Transferee  to Become  Party to this  Agreement.  Except  for any
transfer  to any Third Party  Transferee  under  Section 3 hereof,  prior to any
transfer of Common Stock or any right, title or interest therein, any transferee
must agree in writing to be bound by the terms and  conditions of this Agreement

                                       3
<PAGE>

in the same manner as its transferor of Common Stock (or any interest  therein).
A Third Party Transferee under Section 3 hereof may agree in writing to be bound
by the terms and  conditions of this  Agreement.  Following any transfer made in
accordance  with Section  2.1, 2.2 and 2.3 and this Section 2.5, the  transferee
who has agreed to be bound by the terms and conditions of this  Agreement  shall
be  substituted  for, and shall enjoy the same rights and be subject to the same
obligations as its predecessor hereunder.

          2.6 Termination of S Corporation Provisions. The transfer restrictions
set forth in  Section  2.2(c)  and the last  sentence  of  Section  2.2 shall be
terminated  (i) at any time at the option of the Company upon written  notice to
the  Stockholders  and (ii) at any time after the  Company has ceased to be an S
Corporation and the Board of Directors has approved such action.

     3.   Tag-Along Right.
     ---------------------

          3.1 Transfer by Principal  Stockholder.  Until such time as an Initial
Public Offering has occurred,  if at any time the Principal  Stockholder desires
to transfer  all or any portion of his shares of Common Stock to any Third Party
Transferee  and such transfer would result in the transfer of 20% or more of the
outstanding  shares of Common Stock  determined  as of the date of such proposed
transfer,  the Principal  Stockholder shall send written notice of his intention
to the Additional  Stockholders  (the  "Offering  Notice") not less than 15 days
prior  to the  proposed  consummation  of such  transfer,  and  each  Additional
Stockholder  shall have the opportunity to participate in such transfer upon the
same terms and conditions as the Principal Stockholder (the "Tag-Along Right").

          3.2 Offering Notice. The Offering Notice shall include the name of the
Third  Party  Transferee,  the number of shares of Common  Stock  proposed to be
transferred,  the  proposed  amount  and form of  consideration,  the  terms and
conditions  of payment  offered by the Third  Party  Transferee  and the maximum
number of shares of Common Stock of each Additional Stockholder that may be sold
to the Third Party  Transferee  (the  "Maximum Sale  Amount").  The Maximum Sale
Amount of each Additional  Stockholder shall equal the product of (a) the number
of  shares of Common  Stock  proposed  to be  transferred,  multiplied  by (b) a
fraction  having a numerator equal to the total number of shares of Common Stock
then owned by such Additional  Stockholder and a denominator  equal to the total
number of shares of Common Stock then owned by the Principal Stockholder and the
Additional  Stockholders  and any other  stockholders of the Company entitled to
participate  in such sale as a result of any  tag-along  rights  granted to such
stockholders.

          3.3  Exercise  of  Tag-Along  Right.  The  Tag-Along  Right  shall  be
exercisable  by the Additional  Stockholder by delivering  written notice to the
Principal  Stockholder no later than 10 days  following  receipt of the Offering
Notice stating such Additional Stockholder's intention to exercise its Tag-Along
Right and the  number of shares of  Common  Stock  such  Additional  Stockholder
wishes to transfer (up to the Maximum Sale Amount) (the "Tag-Along Acceptance").
The failure of any Additional Stockholder to respond within such period shall be
regarded as an election not to exercise its Tag-Along  Right. To the extent that
such  Additional  Stockholder  exercises its Tag-Along  Right by delivering  its
Tag-Along  Acceptance,  the number of shares of Common Stock proposed to be sold
to the Third Party  Transferee  by the  Principal  Stockholder  shall be reduced
proportionately.

          3.4  Closing of  Tag-Along  Right.  The closing of any sale under this
Section 3 shall be held within 90 days following the date on which the Principal
Stockholder  received the last of the Tag-Along  Acceptances from the Additional
Stockholders  (the "Tag-Along  Closing Date") or at such other time and place as
the parties to the  transaction  may agree.  At such  closing,  each  Additional
Stockholder  that is selling  Common Stock under this Section 3 shall deliver to
the Third Party Transferee certificates,  if applicable, or other instruments or
documents  representing  the number of shares of Common  Stock  (the  "Tag-Along
Shares")  being sold under this  Section 3, and such  Tag-Along  Shares shall be
free and clear of any liens, claims,  options,  charges,  encumbrances or rights
("Liens") (other than those arising hereunder),  including,  without limitation,
any Lien arising through the action or inaction of such Additional  Stockholder,
and such  Additional  Stockholder  shall so  represent  and  warrant,  and shall
further  represent and warrant that it is the beneficial owner of such Tag-Along
Shares. The Third Party Transferee shall deliver to each Additional  Stockholder
at the closing  payment in full in  immediately  available  funds  (and/or other
consideration  in  respect of such  shares)  for such  Tag-Along  Shares of such
Additional  Stockholder.  At such closing, all of the parties to the transaction
shall  execute  such  additional   documents  as  are  otherwise   necessary  or
appropriate.

     4.   Registration Rights.
     -------------------------

          4.1   "Piggy-Back"   Right  to  Include   Registrable   Securities  in
Registration.  If the  Company  at any time after the  completion  of an Initial
Public  Offering  proposes to register  any of its shares of Common Stock or any
other class of Registrable  Securities or other  securities  convertible into or
exchangeable  for shares of its Common  Stock or any other class of  Registrable
Securities  under the Securities Act other than in a rights offering or on Forms
S-4 or S-8  (or any  successor  forms),  whether  or not  for  sale  for its own

                                       4
<PAGE>

account,  it will each such time give  written  notice at least 10 days prior to
such proposed  registration to all registered holders of Registrable  Securities
of its intention to register and of such  holders'  rights under this Section 4.
Upon the written  request of any such holder (a "Requesting  Stockholder")  made
within five (5) days after receipt of any such notice, the Company shall use its
reasonable best efforts to effect the  registration  under the Securities Act of
all Registrable  Securities  which the Company has been so requested to register
by the Requesting Stockholder; provided, that prior to the effective date of the
registration  statement filed in connection with such registration,  immediately
upon  notification to the Company from the managing  underwriter of the price at
which  such  shares of Common  Stock are to be sold,  if such price is below the
price  which  any  Requesting  Stockholder  finds  acceptable,  such  Requesting
Stockholder  shall then have the right,  by written  notice to the  Company,  to
withdraw  its  request  to have  its  Registrable  Securities  included  in such
registration  statement;  provided further,  however, that if, at any time after
giving  written  notice of its intention to register any securities and prior to
the effective date of the  registration  statement filed in connection with such
registration,  the Company shall  determine for any reason not to register or to
delay  registration of such securities,  the Company may, at its election,  give
written notice of such  determination to each Requesting  Stockholder and (x) in
the case of a determination not to register, shall be relieved of its obligation
to register any Registrable Securities in connection with such registration (but
not from any  obligation  of the  Company to pay the  Registration  Expenses  in
connection  therewith),  and  (y)  in  the  case  of a  determination  to  delay
registering, shall be permitted to delay registering any Registrable Securities,
for the same period as the delay in registering such other securities.

          4.2 Priority in Incidental Registrations.  If the managing underwriter
of any underwritten  offering shall inform the Company in writing of its opinion
that the  number of shares or kind of  Registrable  Securities  requested  to be
included in such registration  would materially  adversely affect such offering,
and the  Company has so advised the  Requesting  Stockholders,  then the Company
will  include in such  registration,  to the extent of the number and kind which
the Company is so advised can be sold in (or during the time of) such  offering,
the following:  (a) first,  all securities of the Company to be sold for its own
account; (b) second, such registrable securities requested by any stockholder of
the Company  who holds  demand  registration  rights  (other than the  Principal
Stockholder)   and  has   requested   that  such  shares  be  included  in  such
registration,  pro rata (based on the number of registrable  securities owned by
all such stockholders);  and (c) third, such registrable securities requested to
be included in such  registration by any stockholder of the Company  (including,
without limitation,  the Additional  Stockholders and the Principal Stockholder)
pro  rata  (based  on  the  number  of  registrable  securities  owned  by  such
stockholders).

          4.3  Expenses.  The  Company  will pay all  Registration  Expenses  in
connection with any registration  contemplated  pursuant to this Section 4. Each
Additional  Stockholder  participating in a registration under Section 4.1 shall
pay (or reimburse the Company for its payment of) all applicable filing fees and
underwriting discounts and commissions of the Additional  Stockholders and taxes
payable by the Additional  Stockholders in respect of the shares of Common Stock
being sold by them in the  applicable  registration  statement  and all fees and
expenses of their  counsel.  In the event that the Company shall  determine,  in
accordance  with this Section 4, not to register any securities  with respect to
which it had  given  written  notice  of its  intention  to so  register  to the
Additional  Stockholders,  all of the filing  fees  incurred  by the  Additional
Stockholders in connection with such registration shall be paid by the Company.

          4.4 Registration  Procedures.  If and whenever the Company is required
to use its reasonable best efforts to effect the registration of any Registrable
Securities  under the  Securities  Act as provided in Section  4.1,  the Company
shall, as expeditiously as possible:

               (a)  prepare  and  file  with  the   Commission   the   requisite
registration  statement  to effect  such  registration  and  thereafter  use its
reasonable  best  efforts  to  cause  such  registration   statement  to  become
effective;  provided, however, that the Company may discontinue any registration
at any time prior to the effective date of the registration  statement  relating
thereto;

               (b) furnish to each Stockholder,  such number of conformed copies
of such  registration  statement  (including  all  amendments,  supplements  and
exhibit  thereto) and such other  documents,  as such Stockholder may reasonably
request;

               (c) use its  reasonable  best  efforts (x) to register or qualify
all Registrable  Securities and other  securities  covered by such  registration
statement  under such other  securities  or blue sky laws of such  states of the
United  States of America in such  jurisdictions  as  determined by the managing
underwriters  in the offering (or, if there are none,  then as determined by the
Company),  (y) to keep such  registration or qualification in effect for so long
as such  registration  statement  remains  in  effect  and (z) to take any other
action  which  may  be   reasonably   necessary  or  advisable  to  enable  such
Stockholders  to consummate the disposition in such  jurisdictions,  except that
the Company  shall not for any such purpose be required to qualify  generally to

                                       5
<PAGE>

do  business  as a foreign  corporation  or become  subject to  taxation  in any
jurisdiction wherein it would not but for the requirements of this clause (c) be
obligated to be so qualified or to consent to general  service of process in any
such jurisdiction;

               (d) use its  reasonable  best  efforts  to cause all  Registrable
Securities  covered by such  registration  statement  to be  registered  with or
approved  by the  Nevada  Gaming  Authorities  and such  other  federal or state
governmental agencies or authorities (other than as described in clauses (a) and
(c)  above) as may be  necessary  in the  reasonable  opinion  of counsel to the
Company and counsel to the Stockholders to enable the Stockholders to consummate
the disposition of such Registrable Securities;

               (e) if there is no managing underwriter for the offering, furnish
at the  effective  date of such  registration  statement to each  Stockholder  a
signed counterpart of:

                    (i) an opinion of counsel for the Company, and

                    (ii) to the extent that such a letter may be furnished by an
independent  public accountant under applicable  guidelines,  a "comfort" letter
signed by the  independent  public  accountants who have certified the Company's
financial  statements included or incorporated by reference in such registration
statement,  covering  substantially  the  same  matters  with  respect  to  such
registration  statement and, in the case of the comfort letter,  with respect to
events subsequent to the date of such financial  statements,  as are customarily
covered in opinions of issuer's counsel and in comfort letters  delivered to the
underwriters in underwritten public offerings of securities;

               (f)  notify  each  Stockholder  at any  time  when  a  prospectus
relating  thereto  required  to be  delivered  under the  Securities  Act,  upon
discovery  that,  or upon the  happening of any event as a result of which,  the
prospectus included in such registration  statement, as then in effect, includes
an untrue  statement  of a  material  fact or omits to state any  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading, in the light of the circumstances under which they were made, and at
the  request  of any such  Stockholder,  promptly  prepare  and  furnish to it a
reasonable  number  of  copies  of a  supplement  to or  an  amendment  of  such
prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers of such Registrable Securities,  such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein not misleading in
the light of the circumstances under which they were made;

               (g) otherwise use its reasonable  best efforts to comply with all
applicable  rules and regulations of the  Commission,  and make available to the
Stockholders,  as soon as reasonably practicable, an earnings statement covering
the period of at least twelve months  beginning  with the first day of the first
full fiscal quarter of the Company after the effective date of such registration
statement,  which  earnings  statement  shall satisfy the  provisions of Section
11(a) of the Securities Act and Rule 158 promulgated thereunder;

               (h)  provide  and cause to be  maintained  a  transfer  agent and
registrar  (which,  in  each  case,  may be the  Company)  for  all  Registrable
Securities  covered  by such  registration  statement  from and after a date not
later than the effective date of such registration; and

               (i) use its  reasonable  best  efforts  to list  all  Registrable
Securities  covered by such  registration  statement on any national  securities
exchange on which securities of the Company are then listed.

          The Company may require each  Stockholder  to furnish the Company such
information regarding such seller and the distribution of such securities as the
Company may from time to time reasonably request in writing and, if requested by
the Company,  an executed  custody  agreement  and power of attorney in form and
substance reasonably satisfactory to the Company with respect to the Registrable
Securities to be registered  pursuant to this Agreement.  If a Stockholder  does
not promptly comply with the terms of the preceding sentence or Section 4.5, the
Company  may elect to exclude  the  Registrable  Securities  of such  Requesting
Stockholder from the registration statement under Section 4.1.

          Each  Requesting  Stockholder  agrees that, upon receipt of any notice
from the Company of the  happening of any event of the kind  described in clause
(f) of this Section 4.4, such Requesting  Stockholder will forthwith discontinue
such holder's disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until such holder's receipt of
the copies of the supplemented or amended prospectus  contemplated by clause (f)
of this  Section 4.4 and, if so directed  by the  Company,  will  deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such holder's  possession of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice.

                                       6
<PAGE>

          If any  registration  statement  under  Section  4.1  provides  for an
offering under Rule 415 under the  Securities Act (or any successor  provision),
each Requesting Stockholder agrees that, upon receipt of any written notice from
the Company of the happening of a material  acquisition  by the Company or other
material  transaction  of the  Company,  it shall,  and shall  cause all Persons
acting on its behalf to, cease all selling efforts of the Registrable Securities
of the  Requesting  Stockholder  for a period  of up to 90 days from the date of
such notice (as determined by the Company).

          4.5 Underwritten Offerings. If the Company proposes to register any of
its securities  under the Securities Act as contemplated by Section 4.1 and such
securities  are to be distributed  by or through one or more  underwriters,  the
Company will, if requested by any  Requesting  Stockholder,  use its  reasonable
best  efforts to  arrange  for such  underwriters  to  include  all  Registrable
Securities  to be  offered  and sold by such  Requesting  Stockholder  among the
securities of the Company to be distributed by such underwriters, subject to the
provisions of Section 4.2. The Requesting Stockholders of Registrable Securities
to be distributed by such  underwriters  shall become parties to an underwriting
agreement between the Company and such underwriters  containing  customary terms
and provisions.

          4.6  Indemnification  and  Contribution.  (a)  In  the  event  of  any
registration of any securities under the Securities Act pursuant to Section 4.1,
the Company will, and it hereby agrees to,  indemnify and hold harmless,  to the
extent  permitted by law, each seller of any Registrable  Securities  covered by
such registration statement, its directors, officers, employees and agents, each
Person  who  participates  as an  underwriter  in the  offering  or sale of such
securities  and  each  other  Person,  if  any,  who  controls  such  seller  or
underwriter within the meaning of the Securities Act, as follows:

               (i) against any and all loss, liability, claim, damage or expense
whatsoever  arising out of or based upon an untrue  statement or alleged  untrue
statement of a material fact contained in any registration  statement (including
all  documents   incorporated  therein  by  reference)  pursuant  to  which  any
Registrable  Securities  are  registered or any  preliminary  prospectus,  final
prospectus,  summary prospectus or term sheet included therein (or any amendment
or  supplement  thereto) or the  omission  or alleged  omission  therefrom  of a
material  fact  required to be stated  therein or necessary in order to make the
statements therein not misleading;

               (ii)  against  any and all loss,  liability,  claim,  damage  and
expense  whatsoever to the extent of the aggregate  amount paid in settlement of
any litigation,  or investigation  or proceeding by any  governmental  agency or
body,  commenced or threatened,  or of any claim  whatsoever based upon any such
untrue statement or omission,  or any such alleged untrue statement or omission,
if such settlement is effected with the written consent of the Company; and

               (iii) against any and all expense reasonably  incurred by them in
connection with investigating, preparing or defending against any litigation, or
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened,  or any claim  whatsoever  based upon any such untrue  statement  or
omission,  or any such alleged untrue statement or omission,  to the extent that
any such expense is not paid under clauses (i) or (ii) above;

provided,  however,  that this indemnity does not apply to any loss,  liability,
claim,  damage or expense to the extent  arising out of an untrue  statement  or
alleged untrue  statement or omission or alleged  omission made in reliance upon
and in  conformity  with written  information  furnished to the Company by or on
behalf of any such seller or underwriter expressly for use in the preparation of
any  registration  statement  (or  any  amendment  thereto)  or any  preliminary
prospectus or prospectus (or any amendment or supplement thereto); and provided,
further,  that the Company will not be liable to any Person who  participates as
an underwriter  or seller in the offering or sale of  Registrable  Securities or
any other  Person,  if any, who controls such  underwriter  or seller within the
meaning of the  Securities  Act,  under the indemnity  agreement in this Section
4.6(a) with respect to any preliminary  prospectus or final  prospectus or final
prospectus  as amended or  supplemented,  as the case may be, to the extent that
any such loss,  claim,  damage or liability of such  underwriter  or controlling
Person results from the fact that such  underwriter  or seller sold  Registrable
Securities  to a Person to whom there was not sent or given,  at or prior to the
written  confirmation  of such sale,  a copy of the final  prospectus  or of the
final prospectus as then amended or supplemented,  whichever is most recent,  if
the Company has  previously  furnished  copies  thereof to such  underwriter  or
seller.  Such indemnity shall remain in full force and effect  regardless of any
investigation made by or on behalf of such seller, director,  officer, employee,
agent, underwriter or controlling Person, and shall survive the transfer of such
securities by such seller.

                    (b) The Company may require, as a condition to including any
Registrable  Securities in any  registration  statement filed in accordance with
Section  4.1  hereof,  that the  Company  shall  have  received  an  undertaking
reasonably  satisfactory to it from the prospective  seller of such  Registrable
Securities  or any  underwriter,  to  indemnify  and hold  harmless (in the same
manner and to the same extent as set forth in Section 4.6(a) hereof) the Company
and its directors  and officers and each other Person,  if any, who controls the
Company within the meaning of the Securities  Act, with respect to any statement
or alleged  statement in or omission or alleged omission from such  registration
statement,  any preliminary,  final or summary prospectus  contained therein, or
any such  amendment or  supplement,  if such  statement or alleged  statement or
omission or alleged  omission was made in reliance upon and in  conformity  with
written  information  furnished to the Company by or on behalf of such seller or

                                       7
<PAGE>

underwriter  specifically  stating that it is for use in the preparation of such
registration statement, preliminary, final or summary prospectus or amendment or
supplement.  Such indemnity shall remain in full force and effect  regardless of
any  investigation  made by or on behalf of the  Company  or any such  director,
officer or controlling  Person and shall survive the transfer of such securities
by such seller.  In that event,  the obligations of the Company and such sellers
pursuant to this Section 4.6 are to be several and not joint.

                    (c) Promptly after receipt by an indemnified party hereunder
of written notice of the  commencement  of any action or proceeding  involving a
claim referred to in this Section 4.6, such  indemnified  party will, if a claim
in respect  thereof is to be made against an  indemnifying  party,  give written
notice to such indemnifying party of the commencement of such action;  provided,
however,  that the failure of any  indemnified  party to give notice as provided
herein shall not relieve the  indemnifying  party of its obligations  under this
Section  4.6,  except to the  extent  that the  indemnifying  party is  actually
prejudiced  by such failure to give  notice.  In case any such action is brought
against an indemnified  party,  unless in such  indemnified  party's  reasonable
judgment a conflict  of  interest  between  such  indemnified  and  indemnifying
parties may exist in respect of such claim (in which case the indemnifying party
shall not be liable for the fees and  expenses  of more than one counsel for the
sellers  of  Registrable  Securities  or for  more  than  one  counsel  for  the
underwriters  in  connection  with any one  action or  separate  but  similar or
related actions),  the indemnifying party will be entitled to participate in and
to  assume  the  defense  thereof,  jointly  with any other  indemnifying  party
similarly  notified,  to the extent that it may wish,  with  counsel  reasonably
satisfactory to such  indemnified  party, and after notice from the indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof, the indemnifying party will not be liable to such indemnified party for
any legal or other expenses  subsequently  incurred by such indemnified party in
connection with the defense thereof.  No indemnifying  party shall be liable for
any settlement of any proceeding effected without its prior written consent.

                    (d) The Company and each  seller of  Registrable  Securities
shall provide for the foregoing  indemnity (with  appropriate  modifications) in
any  underwriting  agreement with respect to any required  registration or other
qualification  of securities under any federal or state law or regulation of any
governmental authority.

                    (e)  Notwithstanding  anything  herein to the contrary,  the
rights  and  obligations  contained  in  this  Section  4.6  shall  survive  any
termination of this Agreement.

                    (f) In order to provide for just and equitable  contribution
in  circumstances  under which the indemnity  contemplated by Section 4.6(a) and
(b) hereof is for any reason not available, the parties required to indemnify by
the terms thereof shall contribute to the aggregate losses, liabilities, claims,
damages and  expenses of the nature  contemplated  by such  indemnity  agreement
(collectively,  "Losses")  incurred by the  Company,  any seller of  Registrable
Securities  and one or more  of the  underwriters,  except  to the  extent  that
contribution  is not permitted  under Section  11(f) of the  Securities  Act. In
determining  the amounts which the respective  parties shall  contribute,  there
shall be considered the relative fault of the indemnifying party on the one hand
and the  indemnified  party on the other hand in connection  with  statements or
omissions which resulted in such Losses, as well as any other relevant equitable
considerations.  The relative  fault shall be  determined by reference to, among
other  things,  the  parties'  relative  knowledge  and  access  to  information
concerning  the  matter  with  respect  to which  the claim  was  asserted,  the
opportunity  to correct  and  prevent any  statement  or omission  and any other
equitable  considerations  appropriate under the circumstances.  The Company and
each  Person  selling  securities  agree  with  each  other  that no  seller  of
Registrable  Securities  shall be required to contribute any amount in excess of
the amount such seller would have been required to pay to an  indemnified  party
if the indemnity under Section 4.6(a) and (b) hereof were available. The Company
and  each  such  seller  agree  with  each  other  and the  underwriters  of the
Registrable Securities, if requested by such underwriters,  that it would not be
equitable if the amount of such  contribution were determined by pro rata or per
capita  allocation (even if the underwriters were treated as one entity for such
purpose) or for the  underwriters'  portion of such  contribution  to exceed the
percentage that the  underwriting  discount bears to the initial public offering
price of the  Registrable  Securities.  For purposes of this  Section 4.6,  each
Person, if any, who controls an underwriter within the meaning of the Securities
Act shall have the same rights to  contribution  as such  underwriter,  and each
director and each officer of the Company who signed the registration  statement,
and each Person,  if any,  who  controls the Company or a seller of  Registrable
Securities,  shall  have the same  rights to  contribution  as the  Company or a
seller of Registrable Securities,  as the case may be. Notwithstanding  anything
herein the contrary,  the rights and  obligations  contained in this Section 4.6
shall survive any termination of this Agreement.

     5.   Future Issuance of Shares; Preemptive Rights.
     --------------------------------------------------

                                       8
<PAGE>

          5.1 Offering Notice. Except for (a) options,  warrants or Common Stock
of the Company which may be issued to employees, consultants or directors of the
Company  pursuant to a stock option plan or other employee  benefit  arrangement
issued or in consideration  for services to any Person, in each case approved by
the Board of Directors,  (b) a subdivision of the  outstanding  shares of Common
Stock into a larger  number of shares of Common  Stock (or any stock  dividend),
(c) Common Stock issued upon exercise, conversion or exchange of any security or
obligation which is by its terms convertible into shares of Common Stock (or any
stock  dividend  payable in shares of Common  Stock or  securities  convertible,
exchangeable  or exercisable  into Common  Stock),  or (d) Common Stock or other
capital stock of the Company issued in consideration of an acquisition, approved
by the Board of Directors,  by the Company of assets or another  Person,  if the
Company  wishes to issue any  shares  of  Common  Stock or any other  securities
convertible into or exchangeable for Common Stock of the Company  (collectively,
"New  Securities")  prior to an Initial Public Offering,  then the Company shall
offer such New  Securities to the  Additional  Stockholders  by sending  written
notice (the "New Issuance  Notice") to the  Additional  Stockholders,  which New
Issuance  Notice  shall  state (a) the number of New  Securities  proposed to be
issued and (b) the proposed  purchase price per share of the New Securities that
the Company is willing to accept (the  "Proposed  Price").  Upon delivery of the
New Issuance Notice, such offer shall be irrevocable unless and until the rights
provided for in Section 5.2 shall have been waived or shall have expired.

               5.2  Preemptive Rights; Exercise.
               ---------------------------------

               5.2.1 Exercise Periods.  For a period of 10 days after the giving
of the New Issuance Notice pursuant to Section 5.1 (the "Additional  Stockholder
Exercise  Period"),  the  Additional  Stockholders  who are then employed by the
Company shall have the right to purchase the New  Securities at a purchase price
equal to the Proposed  Price and upon the terms and  conditions set forth in the
New  Issuance  Notice.  Each  Additional  Stockholder  shall  have the  right to
purchase that  percentage of the New  Securities  determined by dividing (x) the
total  number of Shares  then owned by such  Additional  Stockholder  by (y) the
total number of shares of outstanding Common Stock on a fully diluted basis.

               5.2.2  Notices.  The  right  of the  Additional  Stockholders  to
purchase the New Securities under subsection 5.2.1 above shall be exercisable by
delivering  written notice of the exercise  thereof,  prior to the expiration of
the Additional  Stockholder Exercise Period, to the Company,  which notice shall
state the amount of New Securities  that such Additional  Stockholder  elects to
purchase pursuant to Section 5.2.1. The failure of an Additional  Stockholder to
respond within the time periods  specified  above shall be deemed to be a waiver
of such Additional Stockholder's rights under Section 5.2.1.

               5.3  Closing.  The  closing  of the  purchase  of New  Securities
subscribed for by the Additional Stockholders under Section 5.2 shall be held at
the  executive  office of the  Company on (a) the later to occur of (i) the 30th
day after the giving of the New Issuance  Notice pursuant to Section 5.1 or (ii)
two (2) days after the  receipt of all  approvals  required or (b) at such other
time and place as the parties to the transaction may agree. At such closing, the
Company shall deliver certificates representing the New Securities, and such New
Securities  shall be issued free and clear of all Liens and the Company shall so
represent  and  warrant,  and  further  represent  and  warrant  that  such  New
Securities  shall be, upon issuance  thereof to the Additional  Stockholders and
after  payment  therefor,  duly  authorized,  validly  issued,  fully  paid  and
nonassessable.  The Additional  Stockholders purchasing the New Securities shall
deliver at the closing  payment in full in immediately  available  funds for the
New Securities  purchased by him or her. At such closing,  all of the parties to
the  transaction  shall  execute  such  additional  documents  as are  otherwise
necessary or appropriate.

               5.4 Permitted Sale.  Unless all of the New Securities are elected
to be  purchased  pursuant to Section 5.2, the Company may at any time after the
Additional  Stockholder  Exercise Period sell to any Person (including,  without
limitation,  the Principal Stockholder) all of the New Securities not elected to
be purchased by the Additional Stockholders pursuant to Section 5.2 on terms and
conditions  that are no more  favorable than those set forth in the New Issuance
Notice.

          6. Lock-up  Agreement.  Each Additional  Stockholder hereby agrees, to
the extent not  inconsistent  with  applicable  law,  that  during the period of
duration (not to exceed 180 days)  specified by the Company and only if required
by the Company's  investment  banker(s) in connection  with a public offering of
Common Stock (or other securities  convertible into or exchangeable  into Common
Stock),  following the effective date of a registration statement of the Company
filed under the Securities Act relating to such public  offering,  it shall not,
to the extent  requested  by the  Company  and such  managing  underwriter,  (i)
directly or indirectly sell, offer to sell, contract to sell (including, without
limitation,  any short sale), grant any option to purchase or otherwise transfer
or dispose of any  securities  of the Company held by it at any time during such
period  (except  securities  of such  Additional  Stockholder  included  in such
registration)  and (ii)  engage in any  hedging  or other  transaction  which is
designed to or reasonably  expects to lead to or result in a disposition of such
shares of Common  Stock,  even if such  shares  would be  disposed of by someone
other  than  the  Additional  Stockholder.  Such  prohibited  hedging  or  other
transaction would include,  without limitation,  any short sale or any purchase,
sale or grant  of any  right  (including,  without  limitation,  any put or call
option with  respect to any such  shares or with  respect to any  security  that
includes,  relates  to or  derives  any  significant  part of its value from the
shares).

          7. After-Acquired Stock. Whenever any additional  Stockholder acquires
any  additional  shares of Common  Stock or  securities  of the Company that are
convertible  into or  exchangeable  for Common  Stock  ("After-Acquired  Stock")
(including,  without  limitation,  upon stock  dividends  or stock splits or the
exercise of any options or warrants), such After-Acquired Stock shall be subject

                                       9
<PAGE>

to all of the terms and conditions of this Agreement;  provided,  however,  that
such  After-Acquired  Stock shall not be subject to, nor receive the benefit of,
Section 4 except to the extent that such  After-Acquired  Stock is a Registrable
Security.  All  calculation  of the  percentages  and number of shares of Common
Stock under this Agreement shall be done on a fully diluted basis.

          8. Stock  Certificate  Legend. A copy of this Agreement shall be filed
with the Secretary of the Company and kept with the records of the Company. Each
certificate representing shares of Common Stock (or other securities convertible
or  exchangeable  into  Common  Stock)  now held or  hereafter  acquired  by any
Stockholder  shall,  for as long as this  Agreement is  effective,  bear legends
substantially in the following forms:

          THE SALE,  ASSIGNMENT,  HYPOTHECATION,  PLEDGE,  ENCUMBRANCE  OR OTHER
          DISPOSITION   OF  THIS  SECURITY  OR  ANY  INTEREST   HEREIN  (EACH  A
          "TRANSFER") IS RESTRICTED BY THE TERMS OF THE STOCKHOLDERS' AGREEMENT,
          DATED JANUARY 2, 2002,  AMONG THE COMPANY AND THE  STOCKHOLDERS  NAMED
          THEREIN,  A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S  PRINCIPAL
          OFFICE.  THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES
          ON THE BOOKS OF THE  COMPANY  UNLESS AND UNTIL THE  TRANSFER  HAS BEEN
          MADE IN COMPLIANCE WITH THE TERMS OF SUCH STOCKHOLDERS' AGREEMENT.

          THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR THE
          SECURITIES  LAWS OF ANY STATE.  SUCH SECURITIES MAY NOT BE TRANSFERRED
          EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER SUCH ACT
          AND  APPLICABLE  STATE  SECURITIES  LAWS OR PURSUANT TO AN  APPLICABLE
          EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF SUCH ACT AND SUCH
          LAWS.

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO NEVADA
         GAMING LAWS AND ALL LOCAL GAMING LAWS AND MAY NOT BE TRANSFERRED EXCEPT
         PURSUANT TO SUCH LAWS.

          9. Specific  Performance.  The parties hereto intend that each of them
have the right to seek  damages or  specific  performance  in the event that any
other party hereto fails to perform such other  party's  obligations  hereunder.
Therefore,  if any party shall institute any action or proceeding to enforce the
provisions  hereof,  any party against whom such action or proceeding is brought
hereby  waives  any claim or defense  therein  that the  plaintiff  party has an
adequate remedy at law.

          10. Miscellaneous.
          ------------------

               10.1  Notices.  All  notices,  demands  and other  communications
provided  for or  permitted  hereunder  shall  be in  writing  and  shall  be by
registered or certified first-class mail, return receipt requested,  telecopier,
courier service or personal delivery:

                    (a) if to the Company:

                          3355 Las Vegas Boulevard South
                          Las Vegas, Nevada 89109
                          Telecopier No.: (702) 733-5620
                          Attention: Sheldon G. Adelson,
                          Chairman of the Board

                          with a copy to:

                          Paul G. Roberts, Esq.
                          300 First Avenue
                          Needham, MA 02494
                          Telecopier No. (781) 449-6500

                    (b) if to any  Stockholder,  at his address as it appears on
                                                the record books of the Company.

               All such notices and communications  shall be deemed to have been
duly given: when delivered by hand, if personally  delivered;  when delivered by
courier,  if delivered by commercial  overnight  courier service;  five business
days after being deposited in the mail,  postage  prepaid,  if mailed;  and when
receipt is acknowledged, if delivered by telecopier.

                    10.2      Amendment and Waiver.
                    -------------------------------

                    (a) No failure  or delay on the part of any party  hereto in
exercising  any  right,  power or remedy  hereunder  shall  operate  as a waiver
thereof,  nor shall any single or partial  exercise of any such right,  power or
remedy  preclude  any other or further  exercise  thereof or the exercise of any
other right,  power or remedy.  The remedies  provided for herein are cumulative
and are not  exclusive  of any  remedies  that may be  available  to the parties
hereto at law, in equity or otherwise.

                    (b) Except as provided in Section  10.2(c),  any  amendment,
supplement or modification of or to any provision of this Agreement,  any waiver
of any  provision  of this  Agreement,  and any consent to any  departure by any
party  hereto  from  the  terms of any  provision  of this  Agreement,  shall be

                                       10
<PAGE>

effective (i) only if it is made or given in writing and signed by the Principal
Stockholder  and the holders of a majority of the shares of Common Stock held by
the Additional  Stockholders and (ii) only in the specific  instance and for the
specific  purpose for which made or given.  Notwithstanding  the foregoing,  the
observance  of any terms of this  Agreement  which  benefit  only the  Principal
Stockholder may be waived by the Principal Stockholder.

                    (c) Without the consent of the Principal Stockholder and the
Additional Stockholders,  this Agreement may be amended by the Company from time
to time to permit additional  stockholders of the Company, who have entered into
Stock Option  Agreements or stock purchase  agreements  with the approval of the
Board of Directors and who desire to become Additional  Stockholders,  to become
Additional Stockholders under this Agreement. Any such amendment may be effected
by the  Company  by  adding a  signature  page  executed  by the new  Additional
Stockholder and a revised Schedule I to this Agreement.

               10.3 Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

               10.4 Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or  unenforceable  in any respect for any reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof shall not be in any way impaired,  unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

               10.5 Entire Agreement. This Agreement, together with the exhibits
hereto,  is intended by the parties as a final expression of their agreement and
intended  to  be a  complete  and  exclusive  statement  of  the  agreement  and
understanding  of the parties hereto in respect of the subject matter  contained
herein  and  therein.  There  are  no  restrictions,   promises,  warranties  or
undertakings,  other than those set forth or referred to herein or therein. This
Agreement,  together with the exhibits  hereto,  supersedes all prior agreements
and understandings on the subject matter hereof.

               10.6 Term of Agreement.  This  Agreement  shall become  effective
upon the execution  hereof and shall continue in effect until the termination of
this Agreement by written agreement of the Principal Stockholder and the holders
of a majority of the shares of Common Stock held by the Additional Stockholders;
provided,  however, that Sections 3, 4 and 10.2(c) shall only continue in effect
until the earlier to occur (a) the closing of an Initial Public Offering and (b)
the  termination  of  this  Agreement  by  written  agreement  of the  Principal
Stockholder  and the holders of a majority of the shares of Common Stock held by
the Additional Stockholders.

               10.7  Variations  in Pronouns.  All  pronouns and any  variations
thereof refer to the masculine,  feminine or neuter,  singular or plural, as the
context may require.

               10.8  Rules  of  Construction.   Unless  the  context   otherwise
requires, "or" is not exclusive, and references to sections or subsections refer
to sections or subsections of this Agreement.

               10.9  Governing  Law.  This  Agreement   shall  be  governed  and
construed  in  accordance  with the laws of the  State of Nevada  applicable  to
agreements made and to be performed entirely within such State.

               10.10 Further  Assurances.  Each of the parties shall,  and shall
cause their  respective  Affiliates  to, execute such documents and perform such
further  acts as may be  reasonably  required  or  desirable  to carry out or to
perform the provisions of this Agreement.

               10.11  Successors and Assigns.  This Agreement shall inure to the
benefit of and be  binding  upon the  successors  and  permitted  assigns of the
parties hereto (including,  without limitation,  in the case of any party hereto
that is an individual,  the heirs,  estate and personal  representatives of such
party). This Agreement is not assignable except to permitted  transferees of the
Common Stock of a Stockholder  under Section 2 (including,  without  limitation,
any Third Party  Transferee  under Section 3 hereof) or with the written consent
of the Principal Stockholder and the Company.

               10.12 Counterparts.  This Agreement may be executed in any number
of  counterparts  and by the parties  hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                                       11
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first written above.


                                        LAS VEGAS SANDS, INC.


                                        By:     ---------------------------
                                                Name:
                                                Title:

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


                                        /s/William P. Weidner
                                        -----------------------------------
                                        William P. Weidner



                                        /s/Bradley H. Stone
                                        -----------------------------------
                                        Bradley H. Stone


                                        /s/Robert G. Goldstein
                                        -----------------------------------
                                        Robert G. Goldstein


                                        /s/David Friedman
                                        -----------------------------------
                                        David Friedman


                                       12
<PAGE>



                                   SCHEDULE A


                             ADDITIONAL STOCKHOLDERS

<TABLE>
<CAPTION>


                                                    No. of Shares of Common
Name of Stockholder                                 Stock underlying Option
-------------------                                 -----------------------
<S>                                                 <C>
William P. Weidner                                  19,960
Bradley H. Stone                                    14,970
Robert G. Goldstein                                 9,980
David Friedman                                      4,990

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                           Page

<S>  <C>      <C>                                                            <C>
1.   Definitions. ...........................................................1

2.   Restrictions on Transfer................................................5

     2.1      Limitation on Transfer.  ......................................5
     2.2      Transfers in Compliance with Law; Substitution of Transferee...5
     2.3      Permitted Transfer Procedures.  ...............................6
     2.4      Additional Stockholders to Execute Consents.  .................6
     2.5      Transferee to Become Party to this Agreement.  ................6
     2.6      Termination of S Corporation Provisions. ......................6

3.   Tag-Along Right.........................................................6
     3.1      Transfer by Principal Stockholder.  ...........................6
     3.2      Offering Notice. ..............................................7
     3.3      Exercise of Tag-Along Right.  .................................7
     3.4      Closing of Tag-Along Right.  ..................................7

4.   Registration Rights.....................................................8
     4.1      Right to Include Registrable Securities in Registration........8
     4.2      Priority in Incidental Registrations.  ........................8
     4.3      Expenses.  ....................................................9
     4.4      Registration Procedures........................................9
     4.5      Underwritten Offerings.  .....................................12
     4.6      Indemnification and Contribution.  ...........................12

5.   Future Issuance of Shares; Preemptive Rights...........................15
     5.1      Offering Notice. .............................................15
     5.2      Preemptive Rights; Exercise...................................16
     5.3      Closing.......................................................16
     5.4      Permitted Sale.  .............................................16

6.   Lock-up Agreement.  ...................................................16

7.   After-Acquired Stock...................................................17

8.   Stock Certificate Legend.  ............................................17

9.   Specific Performance.  ................................................18

10.  Miscellaneous..........................................................18
     10.1     Notices.  ....................................................18
     10.2     Amendment and Waiver..........................................19
     10.3     Headings. ....................................................19
     10.4     Severability..................................................19
     10.5     Entire Agreement.  ...........................................20
     10.6     Term of Agreement.  ..........................................20
     10.7     Variations in Pronouns. ......................................20
     10.8     Rules of Construction.  ......................................20
     10.9     Governing Law.  ..............................................20
     10.10    Further Assurances.  .........................................20
     10.11    Successors and Assigns.  .....................................20
     10.12    Counterparts.  ...............................................21

</TABLE>



SCHEDULES


A        Additional Stockholders




<PAGE>

                             STOCKHOLDERS' AGREEMENT

                                      among

                              LAS VEGAS SANDS, INC.

                                       and

                          THE STOCKHOLDERS NAMED HEREIN


                                   ----------


                                 January 2, 2002


                                   ----------













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