EXHIBIT 3.10

VENETIAN CASINO RESORT ATHENS, LLC

LIMITED LIABILITY COMPANY AGREEMENT

This Limited Liability Company Agreement (this "Agreement") of Venetian
Casino Resort Athens, LLC, a Delaware Limited Liability Company (the "Company"),
dated as of December 11, 2001, is adopted and entered into by Las Vegas Sands,
Inc., a Nevada Corporation ("LVSI"), as its sole Member ("Member"), (the
"Member" and collectively, with all other Persons who from time to time become
Members pursuant to this Agreement, the "Members"), pursuant to and in
accordance with the Delaware Limited Liability Act (6 Del. C. Sec. 18-10, ET
SEQ.), as amended from time to time (the "Act"), and the terms of this
Agreement.

WHEREAS, the Company was formed on December 11, 2001, pursuant to the
Act, for the purpose of conducting all legal activities; including, without
limitation, applying for and operating a gaming operation in Greece.

NOW, THEREFORE, the Member hereby agrees as follows:

ARTICLE I

FORMATION; NAME; TERM

1.1 FORMATION. LVSI formed the Company as a limited liability company
on December 11, 2001 under and pursuant to the provisions of the Act. The Member
hereby agrees that Company shall be governed by the terms and conditions of this
Agreement.

1.2 COMPANY NAME. The name of the Company shall be Venetian Casino
Resort Athens, LLC.

1.3 EFFECTIVE DATE. This Agreement shall become effective upon the
execution by the Member (the "Effective Date").

1.4 TERM. The Company shall have perpetual existence unless sooner
dissolved or terminated as provided in the Act or this Agreement.

1.5 REGISTERED AGENT AND OFFICE. The Company's registered agent and
office in Delaware shall be National Corporate Research, Ltd., 615 S. Dupont
Highway, Dover, Delaware 19901.

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1.6 PRINCIPAL PLACE OF BUSINESS. The principal place of business of the
Company shall be at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109 or
at such other or additional place or places as the Member shall determine from
time to time. The Company may have other offices, either within or outside of
the State of Delaware, at such place or places as the Member may from time to
time designate or the business of the Company may require.

1.7 FILINGS. The Member promptly shall cause the execution and delivery
of such documents and performance of such acts consistent with the terms of this
Agreement as may be necessary to comply with the requirements of law for the
formation, qualification and operation of a limited liability company under the
laws of each jurisdiction in which the Company shall conduct business.

1.8 PURPOSE. The purpose for which the Company is formed and the
nature of business proposed to be transacted and carried on by it shall be
limited to the following: (i) the participation in gaming operations in Greece
or other jurisdictions where such participation would be permissible and
desirable and (ii) to engage in any business or activity or enter into any
agreements that are a reasonable extension, development or expansion thereof or
ancillary thereto.

ARTICLE II

CAPITAL CONTRIBUTION

Within a reasonable time of the Effective Date, LVSI will contribute
$1,000 in cash to the capital of the Company. From time to time, the Member may
make additional capital contributions in cash, real property and other property
to the Company.

ARTICLE III

DISTRIBUTIONS

3.1 GENERAL.The Company shall make such distributions as shall be
determined by the Member. No Member shall be entitled to receive any
distribution from the Company except as provided in this Agreement.

3.2 LIMITS ON DISTRIBUTIONS. Notwithstanding any provision to the
contrary contained in this Agreement, the Company shall not make a distribution
to any Member with respect to such Member's interest if such distribution would
violate Section 18-607 of the Act or other applicable law.

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3.3 WITHHOLDING. Any payments required to be made by the Company to
the Member hereunder shall be net of any and all amounts required to be deducted
and withheld from such payments under applicable law. The Member hereby consents
to the deduction and withholding of any such amounts, agrees promptly to return
to the Company upon request any amounts that the Company erroneously fails to
deduct and withhold from any payment hereunder.

ARTICLE IV

ACCOUNTING; FINANCIAL AND TAX MATTERS

4.1 ACCOUNTING METHOD. The Company shall keep its accounting records
and shall report its profits or losses on the accrual method of accounting in
accordance with GAAP.

4.2 ACCOUNTING RECORDS. The Company shall keep complete and accurate
business and accounting records reflecting all transactions of the Company. The
Company's records shall be maintained at the principal place of business of the
Company and shall be subject to inspection or examination by the Member at all
reasonable times.

4.3 FISCAL YEAR. The fiscal year of the Company initially shall end on
December 31 of each year.

4.4 REPORTS.

(a) The Company shall prepare, or cause to be prepared, and
shall file all tax returns, be they information returns or otherwise, which are
required to be filed with the Internal Revenue Service, state and local tax
authorities and foreign tax jurisdictions, if any. A copy of such returns shall
be furnished to the Member.

(b) The Company shall furnish the Member with all Company
information required to be reported in the tax returns of the Member for tax
jurisdictions in which the Company is considered to be doing business, including
a report indicating the Member's share for income tax purposes of the Company's
income, gain, credits, losses and deductions within 180 days after the end of
the Company's fiscal year or as soon thereafter as possible, if the Company is
unable to provide such information within such 180 day period.

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4.5 BANK AND INVESTMENT ACCOUNTS. All funds of the Company shall be
deposited in its name, or in such name as may be designated by the Member, in
such checking, savings or other accounts, or held in its name in the form of
such other investments as shall be designated by the Member. The funds of the
Company shall not be commingled with the funds of any Person. All withdrawals of
such deposits or liquidations of such investments by the Company shall be made
exclusively upon the signature or signatures of such officer or officers of the
Company as the Member may designate.

4.6 TAX ELECTIONS AND ACCOUNTING DECISIONS. All determinations as to
tax elections and accounting principles shall be made by the Member.

4.7 TAX CLASSIFICATION. The Member intends that the Company be
disregarded as an entity separate from the Member for tax purposes effective as
of the date of this Agreement. The Member shall not file any election for the
Company to be taxable as an association for Federal Tax purposes.

ARTICLE V

MANAGEMENT BY THE MEMBER

5.1 MANAGEMENT BY THE MEMBERS.The Company shall be managed by the
Member. The Member hereby appoints through this Agreement, the following persons
as officers of the Company but reserves the right to change such appointments in
the future.

OFFICERS OFFICE HELD BY OFFICER
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Sheldon G. Adelson Chairman of the Board and Treasurer
William P. Weidner President
Bradley H. Stone Executive Vice President
Robert G. Goldstein Senior Vice President
David Friedman Assistant to the Chairman of the Board and Secretary
Harry Miltenberger Vice President of Finance

5.2 ADMISSION OF NEW MEMBERS. One or more additional members of the
Company may be admitted to the Company with the consent of the Member or in
accordance with the transfer provisions contained in Article VIII. Prior to the
admission of any such additional member of the Company, the Member shall amend
this Agreement to make such changes as the Member shall determine to reflect the
fact that the Company shall have more than one Member.

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5.3 POWER OF MEMBERS. The Member shall have the power to exercise any
and all rights or powers granted to the Member pursuant to the express terms of
this Agreement. Except as otherwise specifically provided by this Agreement or
required by the Act, no member shall have the power to act for or on behalf of,
or to bind, the Company.

ARTICLE VI

LIABILITY; EXCULPATION; INDEMNIFICATION

6.1 LIABILITY OF MEMBERS; REIMBURSEMENT OF MANAGING MEMBER. The Member
shall not have any liability for the obligations or liabilities of the Company
except to the extent provided in the Act and other applicable law. The Member
shall not be personally liable for any indebtedness, liability or obligation of
the Company, except that the Member shall remain personally liable for payment
of any capital contributions required by Article III, and as otherwise set forth
in this Agreement, the Act and any other applicable law. The Member shall be
entitled to reimbursement from the Company for all reasonable out-of-pocket
expenses that are incurred by the Member in its performance of the services
rendered as Member of the Company or that otherwise directly relate to the
purpose of the Company as provided in Section 2.8 hereof.

6.2 DUTIES AND LIABILITIES OF COVERED PERSONS.

(a) To the extent that, at law or in equity, the Member, any
Affiliate of the Member of any shareholders, partners, members, employees,
representatives or agents of the Member or their respective Affiliates, any
officer or any employee or agent of the Company (each a "Covered Person") has
duties (including fiduciary duties) and liabilities related thereto to the
Company or to any other Covered Person, a Covered Person acting under this
Agreement shall not be liable to the Company or to any other Covered Person for
its good faith reliance on the provisions of this Agreement.

(b) Unless otherwise expressly provided herein, (i) whenever,
a conflict of interest exists or arises between Covered Persons, or (ii)
whenever this Agreement or any other agreement contemplated herein provides that
a Covered Person shall act in a manner that is, or provides terms that are, fair
and reasonable to the Company or the Member, the Covered Person shall resolve
such conflict of interest, taking such action or providing such terms,
considering in each case the relative interest of each party (including its own
interest) to such conflict, agreement, transaction or situation and the benefits
and burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting practices or
principles. In the absence of bad faith by the Covered Person, the resolution,
action or term so made, taken or provided by the Covered Person shall not
constitute a breach of this Agreement or any other agreement contemplated herein
or of any duty or obligation of the Covered Person at law or in equity or
otherwise.

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(c) Whenever in this Agreement a Covered Person is permitted
or required to make a decision (i) in its "discretion" or under a grant of
similar authority or latitude, the Covered Person shall be entitled to consider
only such interests and factors as it desires, including its own interests, and
shall have no duty or obligation to give any consideration to any interest of or
factors affecting the Company or any other Person, or (ii) in its "good faith"
or under another express standard, the Covered Person shall act under such
express standard and shall not be subject to any other or different standard
imposed by this Agreement or other applicable law.

6.3 INDEMNIFICATION.

(a) The Company shall indemnify any Covered Person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding brought by or against the Company or
otherwise, whether civil, criminal, administrative or investigative, including,
without limitation, an action by or in the right of the Company to procure a
judgment in its favor, by reason of the fact that such Covered Person is or was
the Member, officer, employee or agent of the Company, or that such Covered
Person is or was the Member, officer, employee or agent of the Company, or that
such Covered Person is or was serving at the request of the Company as a
partner, member, director, officer, trustee, employee or agent of another
Person, against all expenses, including attorneys' fees and disbursements,
judgment, fines and amounts paid in settlement actually and reasonably incurred
by such Covered Person in connection with such action, suit or proceeding.
Notwithstanding the foregoing, no indemnification shall be provided to or on
behalf of any Covered Person if a judgment or other final adjudication adverse
to such Covered Person establishes that his or her acts constituted intentional
misconduct or gross negligence.

(b) The indemnification provided in this Section 6.3 shall not
be deemed exclusive of any other rights to indemnification to which those
seeking indemnification may be entitled under any agreement, determination of
the Member or otherwise. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 6.3
shall continue as to a Covered Person who has ceased to be a Member, officer,
employee or agent (or other person indemnified hereunder) and shall inure to the
benefit of the executors, administrators, legatees and distributees of such
person.

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ARTICLE VII

TRANSFERS

7.1 GENERAL RESTRICTIONS. The Member may not Transfer all or any
portion of its interest (including any beneficial interest therein), unless the
following conditions are met: (i) an instrument of Transfer executed by the
Transferor and the Transferee of the interest shall be delivered to the Company;
and (ii) the Transferee shall, if so requested, assume the obligations, if any,
of the Transferor to the Company. Any Person that acquires an interest pursuant
to this Article VII shall assume all obligations of the transferring Member.

7.2 VIOLATIVE TRANSFERS. The Member may not make a Transfer of an
interest in the Company in violation of Section 7.1, and any such Transfer shall
be null, void and without effect.

ARTICLE VIII

BANKRUPTCY; TERMINATION; DISSOLUTION;
LIQUIDATION AND WINDING-UP

8.1 BANKRUPTCY. The Member is authorized to file, on behalf of the
Company, a petition for relief under title 11 of the United States Code.

8.2 TERMINATION OF THE COMPANY. Upon written consent to dissolution by
the Member, the Company shall be terminated on the 90th day after occurrence of
such event.

8.3 LIQUIDATION AND WINDING-UP. If the Company is dissolved pursuant to
Section 8.1, the Company shall he liquidated and wound up in accordance with the
Act and the following provisions:

(a) The assets, properties and business of the Company shall
be liquidated by the Member as promptly as possible, but in an orderly and
businesslike manner so as not to involve undue sacrifice. Notwithstanding the
foregoing, if it is determined by the Member not to sell all or any portion of
the properties and assets of the Company, such properties and assets shall be
distributed in kind in the order of priority set forth in subsection (b);
provided, however, that the fair market value of such properties and assets
shall be used in determining the extent and amount of a distribution in kind of
such properties and assets in lieu of actual cash proceeds of any sale or other
disposition thereof.

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(b) The proceeds of sale of all or substantially all of the
properties and assets of the Company and all other properties and assets of the
Company not sold, as provided in subsection (a) above, and valued at the fair
market value thereof as provided in such subsection (a), shall be applied and
distributed as follows, and in the following order or priority:

(i) First, to the payment of all debts and liabilities of
the Company and the expenses of liquidation not
otherwise adequately provided for;

(ii) Second, to the setting up of any reserves that are
reasonably necessary for any contingent unforeseen
liabilities or obligations of the Company and the
expenses of liquidation not otherwise adequately
provided for;

(iii) Third, to the Member.

8.4 SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS. Termination,
dissolution, liquidation or winding up of the Company for any reason shall not
release any party from any liability which at the time of such termination,
dissolution, liquidation or winding up already had accrued to any other party or
which thereafter may accrue in respect to any act or omission prior to such
termination, dissolution, liquidation or winding up.

ARTICLE IX

GENERAL PROVISIONS

9.1 NOTICES. Wherever provision is made in this Agreement for the
giving of any notice, such notice shall be in writing and shall be deemed to
have been duly given if mailed first class United States mail, postage prepaid,
addressed to the party entitled to receive the same or delivered personally to
such party, or telegraphed, telexed, sent by facsimile transmission or sent by
overnight courier, in each case to the address or facsimile telephone number
therefore et forth below:

If to Las Vegas Sands, Inc.:

Las Vegas Sands, Inc.
201 East Sands Avenue
Las Vegas, Nevada 89109
Attn: President
Copy to: General Counsel
Telefax: (702) 733-5110

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or to such other address, in any such case, as the Member shall have last
designated by notice to the Company. Notice shall be deemed to have been given
on the day that it is so delivered personally, telegraphed, telexed or sent by
facsimile transmission and the appropriate answer-back received or, if sent by
overnight courier, shall be deemed to have been given one day after delivery by
the courier company, or if mailed, three days following the date on which such
notice was so mailed.

9.2 ENTIRE AGREEMENT; NON-WAIVER. This Agreement constitutes the entire
agreement of the Member. No delay on the part of the Member in exercising any
right hereunder shall operate as a waiver hereof, nor shall any waiver, express
or implied, by the Member of any right hereunder or of any failure to perform or
breach hereof by any other party constitute or be deemed a waiver of any other
right hereunder or of any other failure to perform or breach hereof by the
Member, whether of a similar or dissimilar nature thereof.

9.3 FURTHER ASSURANCES. The Member hereby agrees to execute and deliver
all such other and additional instruments and documents and to do such other
acts and things as may be reasonably necessary or appropriate to carry out the
intent and purposes of this Agreement.

9.4 AMENDMENT. This Agreement may be amended from time to time only
upon written approval of the Member.

9.5 APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware (other than its rules of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby).

9.6 SEVERABILITY. In the event that any provision of this Agreement
shall be declared to be invalid, illegal or unenforceable, such provision shall
survive to the extent it is not so declared, and the validity, legality and
enforceability of the other provisions hereof shall not in any way be affected
or impaired thereby, unless such action would substantially impair the benefits
to any party of the remaining provisions of this Agreement.

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9.7 HEADINGS. The headings in this Agreement are solely for convenience
of reference and shall not affect the interpretation or construction of any of
the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, by their respective duly authorized representatives, on the date first
above written.

MEMBER

LAS VEGAS SANDS, INC.

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

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

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