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EXHIBIT 4(a)(7)

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

            ThisSettlement Agreement and Mutual General Release ("Agreement") is made andentered into as of the latest date of execution by a Party (the "EffectiveDate"), and is by and between: Shuffle Master, Inc., a Minnesota corporation("SMI"); Shuffle Master Australia Pty Ltd, an Australian corporation organizedunder the laws of the state of Queensland ("SMA"); Nesbit (Trading) Pty Ltd,previously known as Gaming Products (Trading) Pty Ltd, an Australian corporationorganized under laws of the state of Queensland ("GPT"); Nesbit (Manufacturing)Pty Ltd previously known as Gaming Products (Manufacturing) Pty Ltd, anAustralian corporation organized under the laws of the state of Queensland("GPM"); Nesbit (Investments) Pty Ltd, previously known as Gaming Products(Investments) Pty Ltd, an Australian corporation organized under the laws of thestate of Queensland ("GPI"); Gaming Products Pty Ltd, an Australian corporationorganized under the laws of the state of Queensland ("GPP") (collectively, SMI,SMA, GPT, GPM, GPI and GPP are referred to herein as the "Quick Draw Parties");and International Thunderbird Gaming Corporation, a Canadian corporation("ITGC"). Each of SMI, SMA, GPT, GPM, GPI, GPP and ITGC are collectivelyreferred to as the "Parties", and each individually is referred to as a "Party".GPT, GPM, GPI and GPP are collectively referred to as the "GP Entities". ThisAgreement is intended by the Parties to settle and extinguish all obligations,disputes and differences, existing or potential, as hereinafter set forth.

RECITALS

WHEREAS, in 1999, 2000 and 2001, ITGC, on the one hand, and the GP Entities,on the other hand, entered into a series of agreements including withoutlimitation that certain letter agreement between the GP Entities and ITGC, datedMay 17, 2000, as amended by that certain letter agreement dated July 20, 2000(collectively the "Letter Agreements"). The end result of the Letter Agreementswas that ITGC believed that the GP Entities owed it future royalties based onfuture distribution of certain of the GP Entities' products.

WHEREAS, in April 2001, SMA acquired the stock of GPP and all of the assetsof the other GP Entities and also assumed certain liabilities of the other GPEntities, all pursuant to an Acquisition Agreement (the "Acquisition Agreement")between, among others, SMA and the GP Entities. 

WHEREAS, SMI is not an obligor under or pursuant to the Acquisition Agreementand acquired no assets and assumed no liabilities of any of the GP Entities noracquired any stock of GPP. 

WHEREAS, IGTC believes that SMI owes it certain sums in connection with theLetter Agreements and in connection therewith, has filed a lawsuit (the"Litigation") against SMI and certain other unnamed entities, in the SuperiorCourt for the County of San Diego, State of California, case number GIC 782954,in which ITGC asserted claims against SMI in the amount of $389,000.00 U.S. Asof the date hereof, SMI has not been served in the Litigation.

WHEREAS, SMI and SMA each expressly deny any liability of any kind whatsoeverto ITGC, including without limitation as alleged in the Litigation. 

WHEREAS, the Quick Draw Parties, on the one hand, and ITGC, on the other handnow desire to cause the Letter Agreements to be terminated, to end theLitigation, and to settle and extinguish all of their differences, disputes andclaims, existing or potential, as between them.

NOW, THEREFORE, in consideration for the payment to ITGC, the covenants andagreements contained herein, and other good and valuable consideration, thereceipt of which is acknowledged, the Parties agree as follows:

 

AGREEMENT

Incorporation of Recitals and Definitions
. The above recitals and  definitions are incorporated herein by reference. 
**  Further Assurances
. Each Party agrees to cooperate fully and  execute any and all supplementary documents and take all additional actions  that any other Party may deem reasonably necessary or appropriate to give full  force or effect to the terms and intent of this Agreement. 
**  Termination of Letter Agreements
. 
   
        The Letter Agreements are    hereby terminated in their entirety and any and all of the Parties' rights,    responsibilities, and obligations pursuant to the Letter Agreements are    hereby extinguished. Specifically without limitation, ITGC shall have no    rights of any kind whatsoever under the Letter Agreements against any Quick    Draw Party, and no Quick Draw Party shall owe any amounts, whether now or in    the future, to ITGC, in any way whatsoever relating to or pursuant to the    Letter Agreements. 
  
        ITGC expressly represents,    warrants and agrees that the Letter Agreements constitute the only basis on    which ITGC has any claims against any of the Quick Draw Parties, or the    Quick Draw Party Releasees (as hereafter defined).
  

**Dismissal of Litigation
. Concurrently upon the execution of this  Agreement, ITGC, as its sole cost, shall cause the Litigation to be dismissed  with prejudice. 
**  Payment
. Concurrently upon the execution of this Agreement, GPT  shall cause ITGC to be paid the sum of $150,000.00 U.S. Of this amount, GPT  authorizes SMA to pay, on GPT's behalf and out of funds belonging solely to  the GP Entities and which are in the possession of SMA, the sum of $130,000.00  U.S. The remaining balance of $20,000.00 U.S. shall be paid by SMA on GPT's  behalf. By execution of this Agreement, ITGC expressly acknowledges that SMI  is not paying any amounts to ITGC or otherwise under this Agreement.  "Execution" for purposes of this paragraph means that each Party has signed  the Agreement in counterpart and transmitted the signature pages to Tony  Freestone, attorney for the GP Entities, and Jerry Smith, attorney for SMI, no  later than May 15, 2002. Once such signatures are received, then payment shall  be made to ITGC via wire transfer to:  
Bank Name: Borrego Springs Bank
7777 Alvarado Road, Suite 114
La Mesa, CA 91941
Phone: 619-668-8147
Account Name: Albert Attalah, Attorney
Attorney/Client Trust Account
Account Number: 4300106
ABA Routing Number: 122239584
If such wire transfer is not made within three (3) business days after  Freestone and Smith each receives the aforementioned signature pages, then  this Agreement will be null and void.   **Representations and Warranties of ITGC
. ITGC represents and  warrants to each Quick Draw Party that, as of the Effective Date: 
   
        ITGC has not assigned or    otherwise transferred (voluntarily or involuntarily) in any manner any claim    of any kind relating to the subject matter of this Agreement. In the event    that any claim, action, demand or suit should be made or instituted against    any Quick Draw Party because of any such purported assignment, subrogation,    transfer, sale, offer for sale, and/or distribution, ITGC shall indemnify,    defend and hold harmless each Quick Draw Party against such claim, action,    suit or demand, including necessary expenses of investigation, attorney's    fees and costs; 
  
        the execution, delivery and    performance by ITGC of its obligations under this Agreement (i) are within    its corporate power; (ii) have been duly authorized by all necessary    corporate action, (iii) do not contravene any law or any contractual    provision binding on it and (iv) do not require any consent or approval of    any person or governmental authority except such consents and approvals as    have been obtained and are in full force and effect; and
  
        this Agreement constitutes    the legal, valid and binding obligation of ITGC and is enforceable in    accordance with its terms. 

**Representations and Warranties of each Quick Draw Party
. Each  Quick Draw Party represents and warrants to ITGC that, as of the Effective  Date: 
   
        the execution, delivery and    performance by each Quick Draw Party of its obligations under this Agreement    (i) are within its corporate power, (ii) have been duly authorized by all    necessary corporate action, (iii) do not contravene any law or any    contractual provision binding on it and (iv) do not require any consent or    approval of any person or governmental authority except such consents and    approvals as have been obtained and are in full force and effect; and
  
        this Agreement constitutes    the legal, valid and binding obligation of each Quick Draw Party and is    enforceable in accordance with its terms.
  

**Additional Representations and Warranties
. Each Party hereto  represents and warrants to the other: 
   
        Each of the Parties has made    an investigation of the facts and the law pertaining to the matters    described in this Agreement, as such Party deems necessary, and none of the    Parties hereto has relied or does rely on any promise or representation made    by any other Party with respect to any such matters, except such promises    and representations which are set forth in this Agreement.
  
        This Agreement in all    respects has been voluntarily and knowingly executed by each of the Parties    based on the advice and with the approval of their respective legal counsel.
  
        The Parties each acknowledge    that they have read this Agreement, that they are relying solely upon the    contents of this Agreement, and are not relying upon any other oral or    written representations, warranties, or inducements whatsoever as an    inducement to enter into this Agreement, other than those referenced herein,    and acknowledge that no oral or written, express or implied representations,    warranties, or covenants have been made, which are not referenced in this    Agreement.
  
        The Parties agree that they    have been represented by counsel and have cooperated on the drafting and    preparation of this Agreement. In any construction to be made of this    Agreement, the same shall not be construed for or against any particular    Party, but rather the Agreement is to be construed to implement the intent    of the Parties.
  
        The individuals executing    this Agreement for each Party, respectively, are duly authorized    representatives and each such individual has the requisite authority to    enter into this Agreement on behalf of his or her principal and all persons    who sign this Agreement on behalf of a corporation represent and warrant    that they have actual authority to sign this Agreement on the corporation's    behalf.
  

**Release of each Quick Draw Party by ITGC
. 
   
        The Payment and releases    described herein are in settlement of all of ITGC's claims against each and    every Quick Draw Party, including, without limitation, any and all claims:    i) related to the Letter Agreements; ii) that are or could have been    asserted in the Litigation; or iii) of any other kind, known or unknown.
  
        Except for any obligations    arising under this Agreement, and the representations, warranties and    agreements of the Quick Draw Parties contained in this Agreement, ITGC, for    itself and on behalf of its respective past and present employees, agents,    shareholders, partners, officers, directors, subsidiaries, predecessors,    affiliates, insiders, joint venturers, administrators, trustees,    representatives, agents, successors and assigns, members, vendors,    suppliers, customers (direct and indirect) and insurers, and any affiliates    of each of the foregoing (collectively, the "ITGC Releasors"), discharges    and releases each and every Quick Draw Party, and any and all of its and    their past and present employees, agents, shareholders, partners, officers,    directors, subsidiaries, predecessors, affiliates, insiders, joint    venturers, administrators, trustees, representatives, agents, successors and    assigns, members, vendors, suppliers, customers (direct and indirect) and    insurers, and any affiliates of each of the foregoing (collectively, each of    the foregoing, along with each Quick Draw Party, the "Quick Draw Party    Releasees") of and from any and all rights, claims, damages, losses debts,    actions, causes of action, suits, accounts, covenants, contracts, promises,    agreements, subrogations, duties, demands, controversies or liabilities    whatsoever of every name and nature, at law or in equity, known or unknown,    matured or unmatured, foreseeable or unforeseeable, which the ITGC Releasors    now have, ever had, or may have had prior to signing this Agreement against    the Quick Draw Party Releasees by reason of any liability, act, omission,    matter, thing or circumstance whatsoever, including without limitation    relating to the Letter Agreements or the Litigation. ITGC, on behalf of each    of the ITGC Releasors, acknowledges that there is a risk that subsequent to    the execution of this Agreement, the ITGC Releasors will discover or suffer    damage, loss or injury to persons or property which is in some way caused by    or connected with the one or more of the Quick Draw Party Releasees, but    which is unknown or unanticipated at the time of the execution of this    Agreement. ITGC, on behalf of each of the ITGC Releasors, does hereby    specifically assume such risk and agrees that this Agreement and the release    contained herein shall and does apply to all unknown or unanticipated    results of any and all matters, as well as those currently known or    anticipated. Accordingly, ITGC acknowledges that it (through its    representatives) has read the provisions of California Civil Code Section    1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO    CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT    THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE    MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." ITGC, on behalf of the    ITGC Releasors, knowingly and expressly waives, relinquishes and forfeits    all rights and benefits accorded by the provisions of California Civil Code    Section 1542, or any similar federal or state statutes, and furthermore    waives any rights that it might have to invoke said provisions now or in the    future with respect to the release contained in this Paragraph. 
  
ITGC, on behalf of the ITGC Releasors, hereby represents and warrants to    each Quick Draw Party that it shall never assert any claims or file any    litigation relating to the matters on which it has released the Quick Draw    Party Releasees under this Agreement. Each ITGC Releasor, jointly and    severally, hereby indemnifies and holds harmless each Quick Draw Party    Releasee from any breach of any of the representations, warranties or    agreements contained or made in this Agreement.
  

**Release of ITGC by the Quick Draw Parties
.\ 
   
        The releases described herein    are in settlement of all of the Quick Draw Parties claims against ITGC.
  
        Except for any obligations    arising under this Agreement, and the representations, warranties and    agreements of ITGC contained in this Agreement, each Quick Draw Party, for    itself and on behalf of its respective past and present employees, agents,    shareholders, partners, officers, directors, subsidiaries, predecessors,    affiliates, insiders, joint venturers, administrators, trustees,    representatives, agents, successors and assigns, members, vendors,    suppliers, customers (direct and indirect) and insurers, and any affiliates    of each of the foregoing (collectively, the "Quick Draw Party Releasors"),    discharges and releases ITGC and each, any and all of their past and present    employees, agents, shareholders, partners, officers, directors,    subsidiaries, predecessors, affiliates, insiders, joint venturers,    administrators, trustees, representatives, agents, successors and assigns,    members, vendors, suppliers, customers (direct and indirect) and insurers,    and any affiliates of each of the foregoing (collectively, each of the    foregoing, along with ITGC, the "ITGC Releasees") of and from any and all    rights, claims, damages, losses, debts, actions, causes of action, suits,    accounts, covenants, contracts, promises, agreements, subrogations, duties,    demands, controversies or liabilities whatsoever of every name and nature,    at law or in equity, known or unknown, matured or unmatured, foreseeable or    unforeseeable, which the Quick Draw Party Releasors now have, ever had, or    may have had prior to signing this Agreement against the ITGC Releasees by    reason of any liability, act, omission, matter, thing or circumstance    whatsoever.
  
        Each Quick Draw Party, on    behalf of the Quick Draw Party Releasors, acknowledges that there is a risk    that subsequent to the execution of this Agreement, the Quick Draw Party    Releasors will discover or suffer damage, loss or injury to persons or    property which is in some way caused by or connected with the ITGC    Releasees, but which is unknown or unanticipated at the time of the    execution of this Agreement. Each Quick Draw Party, on behalf of the Quick    Draw Party Releasors, does hereby specifically assume such risk and agrees    that this Agreement and the release contained herein shall and does apply to    all unknown or unanticipated results of any and all matters, as well as    those currently known or anticipated. Accordingly, each Quick Draw Party    acknowledges that it (through its representatives) has read the provisions    of California Civil Code Section 1542, which provides as follows: "A GENERAL    RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR    SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF    KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."    Each Quick Draw Party, on behalf of the Quick Draw Party Releasors,    knowingly and expressly waives, relinquishes and forfeits all rights and    benefits accorded by the provisions of California Civil Code Section 1542,    or any similar federal or state statutes, and furthermore waives any rights    that it might have to invoke said provisions now or in the future with    respect to the release contained in this paragraph.
  
        Each Quick Draw Party, on    behalf of the Quick Draw Party Releasors, hereby represents and warrants to    each ITGC that it shall never assert any claims or file any litigation    relating to the matters on which it has released the ITGC Releasees under    this Agreement. Each Quick Draw Party Releasor, jointly and severally,    hereby indemnifies and holds harmless each ITGC Releasee from any breach of    any of the representations, warranties or agreements contained or made in    this Agreement.
  

**Indemnity
. ITGC, hereby indemnifies and holds each of the Quick  Draw Party Releasees harmless from any claims, liabilities, expenses, losses  or damages of any kind whatsoever (including without limitation, any  attorney's fees) arising out of or relating to any breach of any of the  representations, warranties or agreements made herein by ITGC. The GP Entities  hereby indemnifies and holds each of the IGTC Releasees harmless from any  claims, liabilities, expenses, losses or damages of any kind whatsoever  (including without limitation any attorney's fees) arising out of or relating  to any breach of any of the representations, warranties or agreements made  herein by any of the GP Entities. 
**  No Admission of Liability
. Except as expressly set forth in the  second sentence of this paragraph 12, this Agreement is in no way an admission  of liability by any Party nor is this Agreement an admission that any Party  has suffered any damages as a result of the other's actions. Notwithstanding  the foregoing, ITGC hereby represents, warrants, agrees, and admits that,  notwithstanding any claims made in the Litigation, that SMI was and is not in  any way obligated to it, nor did or does SMI owe ITGC any money or sums  whatsoever, and that ITGC shall never make any claims or contentions in  conflict with this paragraph 12. 
**  Confidentiality of Agreement
. The terms of this Agreement are  intended to be strictly confidential. Except as provided below, each Party and  their counsel shall maintain the confidentiality of this Agreement. The  contents of this Agreement, and its terms and conditions, shall not be  disclosed to any third-party without the express written approval of all the  Parties. The Parties and their counsel agree not to make any public statement  regarding the content, terms and conditions of this Agreement, except that  either Party may publicly state that the Litigation has been mutually resolved  with out any liability or payment by SMI. Notwithstanding the foregoing, the  Parties may disclose this Agreement and its contents to the Internal Revenue  Service, the California Franchise Tax Board, the SEC, applicable or relevant  gaming regulators, or as otherwise required by law or statute. The Parties  also may, to the minimum extent necessary, disclose this Agreement to their  attorneys, financial institutions, investors, shareholders, officers,  directors, senior management and accountants so that they may perform their  professional, business or financial obligations and duties. The Parties may  also disclose this Agreement as they deem reasonably necessary to enable them  to comply with their obligations hereunder. 
**  Agreement Binding on Successors
. This Agreement, and all the terms  and provisions hereof, shall be binding on the Parties and their respective  legal representatives, successors and assigns, administrators and trustees,  and shall inure to the benefit of the Parties and their respective legal  representatives, successors and assigns, administrators and trustees. 
**  Severability
. The Parties have attempted to create an agreement  that is lawful and enforceable in all respects. In the event that any  provision of this Agreement is found or deemed to be illegal or otherwise  invalid and unenforceable, whether in whole or in part, such invalidity shall  not affect the other provisions. In the event that any term hereof is found or  deemed to be illegal or otherwise invalid or unenforceable, the Parties shall  attempt to negotiate a valid new provision concerning the same subject matter.  
**  Entire Agreement
. This Agreement constitutes the entire agreement  between the Parties pertaining to the subject matter hereof, and the final,  complete and exclusive expression of the terms and conditions of their  agreement. Any and all prior agreements, representations, negotiations, and  understandings made by the Parties, oral and written, express or implied, are  hereby superseded and merged herein. Any and all amendments to this Agreement  must be in writing and signed by the Parties. 
**  Preparation Expenses
. Each Party shall bear its own costs and  attorneys' fees in connection with preparation, negotiation, and execution of  this Agreement. 
**  Expenses
. Except as may be applicable under paragraphs 9, 10, 11  or 22 hereof, each Party shall bear its own costs and attorneys' fees in  connection with the Litigation and all disputes which are being resolved in  this Agreement. 
**  Governing Law
. This Agreement shall be construed and enforced in  accordance with the laws of the State of California. 
**  Headings
. Headings are solely for the convenience of the Parties  and shall not be deemed to define, construe or limit any of the provisions  hereof. 
**  Counterparts
. This Agreement may be executed by facsimile, in  multiple counterparts, each of which shall be considered an original but all  of which shall constitute one Agreement. 
**  Attorneys Fees
. In the event of any dispute or question of  interpretation regarding this Agreement, or in the event of any dispute or  litigation between any of the Quick Draw Parties, on the one hand, and ITGC,  on the other hand, with respect to the subject matter hereof, the prevailing  party in any litigation, shall, in addition to any other damages to which it  may be awarded, also recover its attorney's fees and court costs.
  

          IN WITNESS WHEREOF,the Parties have executed this Settlement Agreement and Mutual General Releaseon the date(s) set forth hereinafter.

                                                       SHUFFLE MASTER, INC.                                                       ("SMI")                                                                   /s/ *Jerry Smith*Date: May 14, 2002                        By:_____________________________                                                                                                              Name: Jerry Smith                                                       Its: General Counsel

 

                                                       SHUFFLE MASTER AUSTRALIA PTY LTD                                                       ("SMA")                                                                     /s/ *Jerry Smith*Date: May 10, 2002                        By:_____________________________                                                       Name: Jerry Smith                                                       Its: General Counsel

                                                       NESBIT (TRADING) PTY LTD previously known as                                                       GAMING PRODUCTS (TRADING) PTY LTD                                                       ("GPT")                                                                    /s/ *Gregory Anthony Ryall*Date: May 14, 2002                        By:_____________________________                                                       Name: Gregory Anthony Ryall                                                       Its: Director
 

                                           [Continued Signature Page to Settlement Agreement and Mutual General Release] 

                                                       NESBIT (MANUFACTURING) PTY LTD previously known as                                                       GAMING PRODUCTS (MANUFACTURING) PTY LTD                                                       ("GPM")                                                                      /s/ *Gregory Anthony Ryall*Date: May 10, 2002                        By:_____________________________                                                       Name: Gregory Anthony Ryall                                                       Its: Director  
                                                       NESBIT (INVESTMENTS) PTY LTD, previously known as                                                       GAMING PRODUCTS (INVESTMENTS) PTY LTD                                                       ("GPI")                                                                   /s/ *Gregory Anthony Ryall*Date: May 10, 2002                        By:_____________________________                                                       Name: Gregory Anthony Ryall                                                       Its: Diredctor
 

                                                       GAMING PRODUCTS PTY LTD                                                       ("GPP")                                                                    /s/ *Jerry Smith*Date: May 14, 2002                        By:_____________________________                                                       Name: Jerry Smith                                                       Its: General Counsel

 

                                                       INTERNATIONAL THUNDERBIRD GAMING CORPORATION                                                       ("ITGC")                                                                       /s/ *Albert W. Atallah*Date: May 14, 2002                        By:_____________________________                                                       Name: Albert W. Atallah                                                       Its: Chief Operating Officer and General Counsel******************************************