LAS VEGAS SANDS, INC.
                             STOCK OPTION AGREEMENT


                    THIS AGREEMENT (the  "Agreement"),  dated January 2, 2002 is
made effective as of November 30, 1997 (the "Date of Grant"),  between Las Vegas
Sands,  Inc.,  a  Nevada   corporation  (the  "Company"),   Sheldon  G.  Adelson
("Adelson")  and David Friedman (the  "Participant")  is entered into to clarify
and set forth in a single instrument all of the  understandings  and commitments
with respect to the options to acquire shares of the Company's Common Stock (the
"Shares") promised by the Company to the Participant.

Recitals
--------

                    WHEREAS,  the Company has adopted the Las Vegas Sands,  Inc.
1997 Fixed Stock Option Plan (the "Plan"),  which Plan is incorporated herein by
reference  and made a part of this  Agreement.  Capitalized  terms not otherwise
defined herein shall have the same meanings as in the Plan;

                    WHEREAS,  the Company's Board of Directors (the "Board") has
determined  that it  would  be in the  best  interests  of the  Company  and its
stockholders  to grant the option  provided  for herein  (the  "Option")  to the
Participant pursuant to the Plan and the terms set forth herein;

                    NOW  THEREFORE,  in  consideration  of the mutual  covenants
hereinafter set forth, the parties hereto agree as follows:

     1. Grant of the Option. Subject to compliance with applicable Nevada Gaming
Laws,  including the receipt of all necessary  approvals  from the Nevada Gaming
Commission  and the State Gaming  Control Board  ("Nevada  Gaming  Authorities")
prior to the  execution  of this  Agreement,  the Company  hereby  grants to the
Participant  the  right  and  Option to  purchase,  on the terms and  conditions
hereinafter  set forth the  number of  Shares  set forth on  Exhibit A  attached
hereto,  subject to adjustment as set forth in the Plan. The price of the Shares
subject to the Option shall be as determined  by the  provisions of Section 3 of
this Agreement.  The Option is intended to be a non-qualified  stock option, and
is not intended to be treated as an option that complies with Section 422 of the
Internal Revenue Code of 1986, as amended.

     2.  Vesting  and  Exercisability.  The  Option  shall be fully  vested  and
immediately exercisable on the Date of Grant.

     3. Exercise of Option.

          (a) Exercise  Price.  The Exercise Price for the Shares to be acquired
     upon the exercise of the Option (the "Exercise  Price") shall be the amount
     set forth on Exhibit A.

          (b) Period of Exercise. Subject to the provisions of the Plan and this
     Agreement, the Participant may exercise the Option in whole but not in part
     at any time after  receiving all necessary  licenses and approvals from the
     Nevada  Gaming  Authorities  and  prior  to the  earliest  to  occur of the
     following (the "Option Expiration Dates"):

               (i) the tenth anniversary of the Date of Grant;

               (ii)  the  date   three   days  prior  to  a  Change  in  Control
          Acceleration Event;

               (iii) the date three days prior to a Public Offering Acceleration
          Event; and

               (iv) the date of the Participant's  termination of employment for
          Cause (as defined below).

     If the Option is not exercised as of the Option  Expiration  Date, it shall
     immediately terminate and expire,  provided,  however, that no Option shall
     expire  pursuant to Section  3(b)(ii) or (iii) unless the Company has given
     the  Participant  notice of the  Accelerated  Exercise Period promptly upon
     learning of the time (or approximate  time) when the  Accelerated  Exercise
     Period will occur but in no event shall such notice be given later than ten
     (10) days prior to the Change of Control  Acceleration  Event or the Public
     Offering Acceleration Event.

          (c) Method of Exercise.

               (i)  Subject to Section  3(b),  the  Option may be  exercised  by
          delivering to the Company at its principal  office the Exercise Notice
          attached hereto as Exhibit B, together with proof that the Participant
          has  obtained  from the Nevada  Gaming  Authorities  all  licenses  or
          approvals  necessary  to  exercise  the Option and to hold the Shares.
          Within five (5)  business  days of the  delivery of such notice to the
          Company, the Participant shall deliver to the Company at its principal
          office  payment in full of the Exercise Price if he wishes to exercise
          the  Option.  Upon  receipt by the Company of the  Exercise  Price the
          Option will be deemed exercised. The payment of the Exercise Price may
          be made--

                                       1
<PAGE>

                    (A) in cash, or its equivalent; or

                    (B) if there  shall be a public  market for the  Shares,  by
               exchanging  Shares  owned by the  Participant  (which are not the
               subject of any pledge or other  security  interest and which have
               been owned by the Participant for at least 6 months),  subject to
               receipt of any  necessary  licenses or approvals  from the Nevada
               Gaming   Authorities   and  subject  to  such  rules  as  may  be
               established  by the  Company,  through  delivery  of  irrevocable
               instructions to a broker to sell the Shares otherwise deliverable
               upon the  exercise  of the Option and to deliver  promptly to the
               Company an amount equal to the aggregate exercise price; or

                    (C)  by  the  delivery  of  a  promissory  note  and  pledge
               agreement  of the  Participant  in the form  attached  hereto  as
               Exhibits C (the "Note") and D (the "Pledge Agreement")  providing
               for payment,  with interest on the unpaid  balance  accruing at a
               fair  market rate as of the date of  exercise,  which the parties
               understand shall mean the "Applicable  Federal Rate" as such term
               is used in Code  section 7872  unless,  based upon the  financial
               position and credit worthiness of the Participant,  a higher rate
               is appropriate, upon the earlier of:

                         (I) 90 days after a demand for repayment; or

                         (II) the later of:

                                (x) a Public Offering Acceleration Event, or

                                (y) the  expiration  of any applicable "lock up"
                                period,but in  no event  longer  than six months
                                following  the  Public   Offering   Acceleration
                                Event, and upon such other terms and  conditions
                                (including  the security,  if any  therefor)  as
                                the Company may  determine,  or by a combination
                                of  the  foregoing, provided  that  the combined
                                value of all cash and cash  equivalents  and the
                                Fair Market Value of any such Shares so tendered
                                to the Company  as  of  the  date of such tender
                                plus  the  principal  amount  of  any Note is at
                                least equal to such aggregate Exercise Price;
                                provided, further, that if --

                    (D)  the  Participant's   employment  with  the  Company  is
               terminated for any reason;

                    (E) the Participant continues to own the Shares; and

                    (F) the Note remains outstanding,  then the interest rate on
               the Note shall increase, upon such termination, to the greater of
               the  Company's  weighted  average  cost of  capital  or the  rate
               established pursuant to Section 3(c)(i)(C) above.

               (ii)  Notwithstanding  any  other  provision  of the Plan or this
          Agreement to the  contrary,  the Option may not be exercised  prior to
          the completion of any  registration or  qualification of the Option or
          the Shares  under  applicable  state and federal  securities  or other
          laws, or under any ruling or regulation  of any  governmental  body or
          national  securities  exchange  that  the  Board  shall  in  its  sole
          discretion  determine to be necessary or advisable.  In addition,  the
          Participant  may not  acquire  any  interest  in an Option  under this
          Agreement until such time as the Nevada Gaming Authorities approve the
          granting of such Option. In the event that any Nevada Gaming Authority
          denies  the  granting  of the  Option,  the  Participant  shall not be
          entitled  to  receive  the  Option  or  any  other   compensation   or
          remuneration under this Agreement in lieu of such Option.

               (iii) Upon the Company's  determination  that the Option has been
          validly exercised as to any of the Shares,  the Company shall issue or
          transfer  certificates  in the  Participant's  name for  such  Shares.
          However,  the  Company  shall  not be liable  to the  Participant  for
          damages  relating  to  any  delays  in  issuing  or  transferring  the
          certificates to him, any loss of the certificates,  or any mistakes or
          errors in the  issuance  or  transfer  of the  certificates  or in the
          certificates themselves.

         4. Restrictions. All Shares issued pursuant to the exercise of this
Option shall be subject to the restrictions set forth in the Stockholders
Agreement to be executed in connection with the exercise, among the Company and
the stockholders named therein in substantially the form attached hereto as
Exhibit E (the "Stockholders Agreement").

                                       2
<PAGE>

          5. Redemption.

          (a) Redemption  Rights.  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  Participant's  employment  with  the
               Company due to death or Disability (as defined below);

                    (B)  a  voluntary  terminaion  by  the  Participant  of  his
               employment with the Company;

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

                    (D) a 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, which price shall:

                    (E) to the  extent  the  Participant  paid for the  Exercise
               Price  of the  Option  using a Note in  accordance  with  Section
               3(c)(i)(C)  above,  be applied to the  amounts of  principal  and
               interest  which  are  due and  remain  unpaid  as of the  date of
               redemption as follows:

                         (I) upon  redemption of all or any portion of the first
                    25% of the Shares subject to the Pledge Agreement;  only the
                    accrued interest on the Note shall be paid;

                         (II)  upon  redemption  of all or  any  portion  of the
                    second  25% of the Shares  subject to the Pledge  Agreement,
                    all of the redemption  proceeds shall be applied to the Note
                    interest and principal;

                         (III) upon the  redemption  of any portion of the third
                    25% of the Shares subject to the Pledge Agreement,  one-half
                    of the  redemption  proceeds  shall be  applied  to the Note
                    interest and principal unless one-half of the portion of the
                    third 25%  retained by the  Participant,  when valued at the
                    then  prevailing  redemption  price,  shall be less than the
                    remaining  interest and  principal due on the Note, in which
                    event a greater portion of the redemption  proceeds shall be
                    applied to the Note so that  one-half  of the portion of the
                    third 25%  retained by the  Participant,  when valued at the
                    then  prevailing  redemption  price,  shall  be  equal to or
                    greater than the remaining interest and principal due on the
                    Note; and

                         (IV) upon the  redemption  of all or any portion of the
                    fourth 25% of the Shares subject to the Pledge Agreement, if
                    there shall then be any  balance of  interest  or  principal
                    remaining  due on the Note,  such portion of the  redemption
                    proceeds  shall be applied to the Note as necessary to fully
                    pay the balance thereof; and

                    (F) to the extent the  redemption  price  exceeds the amount
               remaining  unpaid on the Note or if no Note is outstanding,  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 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 (as defined below) 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,   Participants   shall  be  deemed  to  have  elected
          redemption  as of his  termination  of  employment or six months after
          share  exercise was  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, which price shall--

                    (A) to the  extent  the  Participant  paid for the  Exercise
               Price  of the  Option  using a Note in  accordance  with  Section
               3(c)(i)(C)  above, be used to offset any amounts of principal and
               interest  which are due and unpaid as of the date of  redemption;
               and

                                       3
<PAGE>

                    (B) to the extent the  redemption  price  exceeds the amount
               remaining  unpaid on the Note or if no Note is outstanding,  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 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.

          (b) Definitions. For purposes of this Agreement:

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

         "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.

     "Fair Market Value" of a Share shall mean:

               (i) If there is no public market for the Shares,  the fair market
          value agreed to by the Company and the  Participant or, in the absence
          of such agreement,  the fair market value  determined and agreed to by
          two national investment banking firms (the  "Appraisers"),  one chosen
          by the  Company and one chosen by the  Participant.  In the absence of
          agreement of the Appraisers,  Fair Market Value shall be determined by
          a third independent appraiser mutually chosen by the Appraisers.  Such
          determination shall be final and binding on all parties. The costs and
          expenses of the appraisers  shall be shared equally by the Company and
          the Participant, and

               (ii) If there is a public  market for the  Shares,  then the mean
          between  the high and low sales price of the Shares as reported on the
          composite  tape for  securities  traded on the New York Stock Exchange
          for such date (or if not then trading on the New York Stock  Exchange,
          the mean  between  the high and low sales  price of the  Shares on the
          stock  exchange  or  over-the-counter  market on which the  Shares are
          principally  trading  on such date) or, if there were no sales on such
          date,  on the  closest  preceding  date on which  there  were sales of
          Shares.

          (c) Redemption  Procedure.  Any  redemption of Shares  provided for in
     this Section shall take place--

               (i) within thirty (30) days following  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;

               (ii) in the case of a termination by reason of the  Participant's
          death or Disability, upon such date set out by the Participant, or his
          estate,  as the  case  may be,  in a  written  notice  to the  Company
          specifying  all or any portion of the Shares to be redeemed,  given at
          least thirty (30) days in advance of the applicable  redemption  date;
          or

                                       4
<PAGE>

               (iii) within  thirty (30) days  following  written  notice to the
          Company of the  intent to redeem  all or any  portion of the Shares in
          the case of any other termination of the Participant's employment with
          the Company or if Participant is currently employed with the Company.

     The Participant (or his personal representative), upon redemption of all or
     any portion of his Shares shall  surrender to the Company the  certificates
     for his  Shares  and  only  such  portion  as has  been  surrendered  shall
     thereupon  be  canceled;  provided,  however,  that if the  Participant  is
     redeeming  Shares in  accordance  with  clause  (i)  above,  then upon such
     redemption the Participant  shall surrender to the Company all certificates
     for Shares and whether so surrendered  or not, such Shares shall  thereupon
     be  canceled.  The  Company  shall  then,  upon  receipt  of the Shares and
     determination of the Fair Market Value,  deliver to the Participant (or his
     personal   representative)  a  promissory  note  for  the  sum  payable  in
     accordance with the terms of Section 5(a)(ii) above. Such note shall be, in
     all respects, subject to the limitations and restrictions,  if any, imposed
     by any  note,  credit  facility,  indenture,  mortgage,  line of  credit or
     similar contractual  arrangement with an institutional or similar lender by
     which the Company may become bound ("Lender Restrictions"),  whether in the
     form of financial  covenants or otherwise  and whether  arising prior to or
     after  execution and delivery of the note. No failure of the Company to pay
     sums due on the note on account of the Lender  Restrictions shall result in
     a default  and all such  payments  to the extent  (and only to the  extent)
     prohibited by the Lender  Restrictions,  shall be deferred and accrue until
     such time as they may be paid without violating the Lender Restrictions.

          (d)  Redemption  Provisions  Void.  Whenever  (and for so long as) the
     Shares are publicly traded,  either on a registered  securities exchange or
     in the over-the-counter  market, all provisions regarding the redemption of
     Shares by the Company shall be void.

     6. No Right to Continued  Employment.  Neither the Plan nor this  Agreement
shall be  construed  as giving the  Participant  the right to be retained in the
employ of, or in any consulting  relationship  to, the Company or any Affiliate.
If,  the  Company  or  an  Affiliate  at  any  time  dismisses   Participant  or
discontinues any consulting  relationship,  such discontinuance or dismissal may
be made,  free from any liability or any claim under the Plan or this Agreement,
except as otherwise expressly provided herein.

     7. Legend on Certificates.

          (a) The certificates  representing the Shares purchased by exercise of
     the Option shall, in addition to the  restrictions set forth in Sections 3,
     4 and 5 hereof,  be  subject  to such stop  transfer  orders or the  rules,
     regulations,   and  other  requirements  of  the  Securities  and  Exchange
     Commission,  any stock  exchange  upon which such  Shares are  listed,  any
     applicable  Federal or state laws, the Company's  Articles of Incorporation
     or Bylaws  and the  Stockholders  Agreement,  and the  Company  may cause a
     legend or legends to be put on any such  certificates  to make  appropriate
     reference to such restrictions.

          (b) All  certificates for shares or other securities of the Company or
     any  Affiliate  delivered  under  the Plan  pursuant  to any  Option or the
     exercise  thereof  shall be  subject  to Nevada  Gaming  Laws and all local
     gaming  laws and the Board may cause a legend or  legends  to be put on any
     such certificates to make appropriate reference to such restrictions.

     8. Transferability. The Option and, prior to a Public Offering Acceleration
Event, the Shares may not be assigned,  alienated,  pledged to anyone other than
the  Company,  attached,  sold or otherwise  transferred  or  encumbered  by the
Participant  otherwise  than by will or by the laws of descent and  distribution
after  receipt of all necessary  licenses and  approvals  from the Nevada Gaming
Authorities, and any such purported assignment,  alienation, pledge, attachment,
sale,  transfer  or  encumbrance  shall be void and  unenforceable  against  the
Company or any Affiliate;  provided that the designation of a beneficiary  shall
not constitute an assignment,  alienation, pledge, attachment, sale, transfer or
encumbrance  and provided  further that Shares  acquired upon the exercise of an
Option may be pledged to the Company or, to a financial  institution to secure a
loan the proceeds of which are used to pay the Company the Exercise Price of the
Option or the taxes payable in connection with such exercise provided the holder
first  obtains all  necessary  licenses  and  approvals  from the Nevada  Gaming
Authorities.  No such permitted transfer of the Option or the Shares to heirs or

legatees of the  Participant  shall be effective to bind the Company  unless the
Company shall have been furnished with written notice thereof and a copy of such
evidence as the Company may deem  necessary  to  establish  the  validity of the
transfer,  the  acceptance  by the  transferee or  transferees  of the terms and
conditions hereof and receipt of all necessary  approvals from the Nevada Gaming
Authorities.  During the Participant's  lifetime, the Option is exercisable only
by the Participant.

                                       5
<PAGE>

     9. Withholding.

          (a) The  Participant  may be  required  to pay to the  Company  or any
     Affiliate,  and the  Company or any  Affiliate  shall have the right and is
     hereby  authorized  to withhold from any payment due or transfer made under
     the Option or under the Plan or from any compensation or other amount owing
     to a Participant,  the amount (in cash,  Shares,  other  securities,  other
     Awards or other property) of any applicable withholding taxes in respect of
     the Option,  its exercise,  or any payment or transfer  under the Option or
     under the Plan and to take such  other  action as may be  necessary  in the
     opinion of the Company to satisfy all  obligations  for the payment of such
     taxes.

          (b)  Without   limiting  the  generality  of  clause  (a)  above,  the
     Participant may, in the reasonable  discretion of the Company,  satisfy, in
     whole or in part, the foregoing withholding liability by delivery of Shares
     owned by the  Participant  (which  are not  subject  to any pledge or other
     security interest and which have been owned by the Participant for at least
     6 months) with a Fair Market Value equal to such  withholding  liability or
     by having the Company withhold from the number of Shares otherwise issuable
     pursuant  to the  exercise  of the  Option a number of  Shares  with a Fair
     Market Value equal to such withholding liability.

     10.  Securities  Laws.  Upon the  acquisition of any Shares pursuant to the
exercise of the Option,  the  Participant  will make or enter into such  written
representations, warranties and agreements as the Company may reasonably request
in order to comply with applicable securities laws or with this Agreement.

     11. Notices.  Any notice  necessary under this Agreement shall be addressed
to the Company at its principal  executive  office and to the Participant at the
address appearing in the personnel records of the Company for the Participant or
to either  party at such other  address  as either  party  hereto may  hereafter
designate  in writing to the other.  Any such notice  shall be deemed  effective
upon receipt thereof by the addressee.

     12. Choice of Law. THE INTERPRETATION,  PERFORMANCE AND ENFORCEMENT OF THIS
AGREEMENT  SHALL BE  GOVERNED  BY THE LAWS OF THE STATE OF NEVADA AND THE NEVADA
GAMING LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     13. Option Subject to Plan. By entering into this Agreement the Participant
agrees and acknowledges that the Participant has received and read a copy of the
Plan. The Option is subject to the Plan. The terms and provisions of the Plan as
it may be amended from time to time are hereby incorporated herein by reference.
In the event of a conflict between any term or provision  contained herein and a
term or provision of the Plan, the  applicable  terms and provisions of the Plan
will govern and prevail.

     14. Full  Satisfaction.  By entering into this  Agreement,  the Participant
agrees and acknowledges that the grant of this Option is in full satisfaction of
the Company's (and its Affiliates') obligations with respect to the Option grant
contemplated by the Participant's Employment Agreement or contract, whichever is
applicable.

     15.  Assumption by Adelson.  Adelson has the right, in his sole discretion,
to assume the  obligations  of the Company,  and to succeed to the rights of the
Company,  herein, to grant the Option and to administer the Plan as provided for
in the Plan,  such assumption and succession to be evidenced by the execution of
an instrument solely by Adelson.  In the absence of such an assumption,  Adelson
shall have no obligations under this Agreement or the Plan.

     16.   Signature  in   Counterparts.   This   Agreement  may  be  signed  in
counterparts,  each of which  shall be  deemed  an  original,  and all of which,
collectively, shall be considered one and the same instrument.

                                       6
<PAGE>

                    IN WITNESS  WHEREOF,  the parties  hereto have executed this
Agreement.

                         LAS VEGAS SANDS, INC.


                      By:
                         --------------------------



                         --------------------------
                         DAVID FRIEDMAN



                         --------------------------
                         SHELDON G. ADELSON




                                       7
<PAGE>


                                LIST OF EXHIBITS





                  A - Employee Participant Data

                  B - Exercise Notice

                  C - Note

                  D - Pledge Agreement

                  E - Stockholders Agreement



                                       8
<PAGE>






                                           EXHIBIT A


                                                            Per Share
Name of Employee            Number of Shares                Exercise Price      Exercise Price
-------------------         ---------------------------     --------------      --------------
                                                                      
David Friedman              4,990 (represents .4990%        $271.04             $1,352,490
                            of the equity (on a diluted
                            basis) based on 1,000,000
                            shares outstanding)




                                       9

Source: OneCLE Business Contracts.