EXHIBIT 10.26

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                ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT

     THIS ASSIGNMENT AND ASSUMPTION OF MANAGEMENT  AGREEMENT (this "Assignment")
is made and  entered  into as of  November  ___,  1999 by and  between LAS VEGAS
SANDS,  INC.,  a Nevada  corporation  ("Assignor"),  and GRAND  CANAL SHOPS MALL
CONSTRUCTION,  LLC, a Delaware  limited  liability  company  ("Assignee"),  with
reference to the following:

     A.  Assignor  and  Forest  City  Commercial   Management,   Inc.,  an  Ohio
corporation  ("Forest City") are parties to that certain  Management  Agreement,
dated as of July 24, 1997 (the "Management Agreement"), relating to the Shopping
Center described in the Management Agreement.

     B.  Assignor  desires to assign to Assignee all rights and  obligations  of
Assignor under the Management Agreement, and Assignee desires to assume all such
rights and obligations.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are acknowledged, the parties agree that:

          1. Assignment.  Assignor assigns, conveys,  transfers and sets over to
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     Assignee any and all of Assignor's right,  title and interest in and to the
     Management Agreement.

          2. As Is.  The  parties  expressly  acknowledge  and  agree  that this
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     assignment is made "as is", "where is" and without any  representations  or
     warranties of Assignor of any kind.

          3. Assumption.  Assignee does hereby accept the foregoing  Assignment
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     and assumes,  covenants and agrees to perform,  be bound by,  discharge and
     observe  all of the  terms,  covenants,  conditions,  duties,  obligations,
     undertakings  and  liabilities  of  Assignor  relating  to  the  Management
     Agreement arising from and after the date hereof.

          4. Governing Law. This  Assignment  shall be governed by and construed
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     in accordance with the laws of the State of Nevada.

          5. Successors and Assigns.  This Assignment  shall be binding upon and
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     shall  inure to the  benefit of the  parties  hereto  and their  respective
     successors and assigns.

          6.  Modifications.  This  Assignment  may not be modified,  altered or
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     amended, or its terms waived,  except by an instrument in writing signed by
     the parties hereto.





     IN WITNESS WHEREOF,  this Assignment has been executed by the parties as of
the date first above written.

ASSIGNOR:
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LAS VEGAS SANDS, INC.

By: /s/ David Friedman

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    Name: David Friedman
    Title: Secretary

ASSIGNEE:
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GRAND CANAL SHOPS MALL CONSTRUCTION, LLC

By: Venetian Casino Resort, LLC, as sole member

By: Las Vegas Sands, Inc., as managing member

By: /s/ David Friedman

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   Name: David Friedman
   Title: Secretary