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EXHIBIT 4(a)(8)

SETTLEMENT AGREEMENT
           This Settlement Agreement ("Agreement") is entered by and between plaintiffInternational Thunderbird Gaming Corporation, a Canadian corporation(hereinafter referred to as "Thunderbird") and defendant Twenty-NinePalms Band of Mission Indians, a federally recognized Indian tribe, doingbusiness as Spotlight 29 Enterprises (hereinafter referred to as "Spotlight").
**RECITALS**
           A.    On or about October 19, 2001, Thunderbird initiated a civilaction against Spotlight in the Superior Court of California in and for theCounty of San Bernardino [International Thunderbird Gaming Corporation, aCanadian corporation, vs. Twenty-Nine Palms Band of Mission Indians, doingbusiness as Spotlight 29 Enterprises, a federally-recognized tribe of Indians,and Does 1 through 25, inclusive, Case No. SCVSS 082926] by filing andserving a Complaint for Breach of Contract, Money Had and Received, UnjustEnrichment, Conversion and Accounting.

           B.     On or about April 18, 2002, Spotlight filed andserved an answer to said complaint generally denying the allegations thereof andraising numerous affirmative defenses, and filed and served a cross-complaintagainst Thunderbird alleging breach of warranty.

           C.     Without any admission of liability, the parties wishto settle and resolve International Thunderbird Gaming Corporation, aCanadian corporation, vs. Twenty-Nine Palms Band of Mission Indians, doingbusiness as Spotlight 29 Enterprises, a federally-recognized tribe of Indians,and Does 1 through 25, inclusive, Case No. SCVSS 082926, hereinaftersometimes referred to as the "Lawsuit", upon the terms and conditions set forthherein below.

 

**TERMS OF SETTLEMENT
           1. Payments to Thunderbird.

           Spotlight shall pay to Thunderbird in legal U.S. currency the principal amountof $430,000.00 Four Hundred Thirty Thousand Dollars and No Cents) as follows:

           $130,000 on or before April 21, 2003;

           $100,000 on or before June 20, 2003;

           $100,000 on or before July 21, 2003; and

           $100,000 on or before August 21, 2003.

Any and all payments are to be made to the "James D. CrosbyAttorney at Law Client Trust Account". Any and all payments are to be received by 5:00 p.m. PDT on the identified payment dates. Any and allpayments are to be made by wire transfer per wiring instructions to be providedor by certified check mailed or delivered to James D. Crosby, Attorney at Law,13400 Sabre Springs Parkway, Suite 160, San Diego, California, 92128. 
**           2. Stipulated Judgment.
           In the event Spotlight fails to make any payment required by the terms of thisAgreement, Thunderbird shall provide written and/or fax notice of such failureto Spotlight's counsel of record, Edwin W. Duncan, Esq., Riordan & McKinzie, 300South Grand Avenue, 29th Floor, Los Angeles, California 90071-3109,Fax: (213) 229-8550 and fax notice to the Tribal Attorney, Gary E. Kovall, Esq.,at each of the following fax numbers (760) 775-4639 and (909) 246-1267. Upon such notice and from the date and time of such notice, Spotlight shall havetwo business days to pay any amounts then due and payable under this Agreement.If Thunderbird does not receive from Spotlight full payment of all amounts thendue under this Agreement within two business days after receipt of notice ofdefault, Spotlight will forfeit any and all rights to cure and make furtherpayments as called for in Paragraph 1 of this Agreement and Thunderbird shall beentitled to entry of judgment against Spotlight in accordance with Code of CivilProcedure Section 664.6 in the amount of $710,000.00 (Seven Hundred Ten ThousandDollars and No Cents), less any payments received by Thunderbird from Spotlightunder this Agreement, plus interest on any unpaid principal balance accrued atthe maximum legal rate specified in the Code of Civil Procedure from March 21,2003. Under such circumstances, Thunderbird, through counsel, shall be entitledto seek and secure entry of judgment by ex parte application made to theSuperior Court of the State of California, County of San Bernardino, with orwithout notice to Spotlight or its counsel.
**           3.**Express Waiver of Immunity and Warranty of Approved Action.**

           Spotlight expressly waives any and all immunity, sovereign or otherwise, fromentry and/or enforcement of any judgment entered under the terms of thisAgreement and consents to the enforcement of any such judgment by any and alllegal means, and to payment of costs and legal fees incurred in the entryand/or enforcement of any judgment entered pursuant to this Agreement.Spotlight further represents and warrants to Thunderbird that by executing thisAgreement, Spotlight has undertaken all necessary and proper actions to approvesettlement between the parties and the specific terms of this agreement and toexpressly waive any and all immunity, sovereign or otherwise, with respect toentry and/or enforcement of any judgment entered under this Agreement.
**           4. Dismissal**.

           Upon execution of this Settlement Agreement, Spotlight shall cause to be filedwith the court a dismissal with prejudice of its cross-complaint againstThunderbird in the action of International Thunderbird Gaming Corporation, aCanadian corporation, vs. Twenty-Nine Palms Band of Mission Indians, doingbusiness as Spotlight 29 Enterprises, a federally-recognized tribe of Indians,and Does 1 through 25, inclusive, Case No. SCVSS 082926. Upon receipt of allpayments required by the terms of this Agreement, Thunderbird shall cause to befiled with the court in International Thunderbird Gaming Corporation, aCanadian corporation, vs. Twenty-Nine Palms Band of Mission Indians, doingbusiness as Spotlight 29 Enterprises, a federally-recognized tribe of Indians,and Does 1 through 25, inclusive, Case No. SCVSS 082926 a dismissal withprejudice of its complaint in the action.
**           5. Release and Specific Waiver of Section 1542
           With exception of the obligations undertaken by the parties under andpursuant to the terms of this Agreement, Thunderbird and Spotlight do herebyfully release and forever discharge each other from any and all claims, liens,losses, debts, liabilities, demands, obligations, costs, expenses, damages,actions and/or causes of action of whatsoever character, kind or nature, whetherknown or unknown, liquidated or unliquidated, including, but not limited to, anyand all claims, liens, losses, debts, liabilities, demands, obligations, costs,expenses, damages, actions and/or causes of action arising from or in any wayrelating to the subject matter of International Thunderbird GamingCorporation, a Canadian corporation, vs. Twenty-Nine Palms Band of MissionIndians, doing business as Spotlight 29 Enterprises, a federally-recognizedtribe of Indians, and Does 1 through 25, inclusive, San Bernardino CountySuperior Court Case No. SCVSS 082926, and any matters relating to, referred toin, or encompassed in, the pleadings, records, or other papers filed in saidcivil action.

           The parties hereto expressly waive the provisions of, and any and all rights orbenefits deriving from, Section 1542 of the Civil Code of the State ofCalifornia, 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."

The parties understand and acknowledge the significance andconsequences of such a specific waiver of California Civil Code Section 1542.
**           6. Attorneys' Fees.

          In any dispute arising out of or related to this Agreement, the prevailing partyshall be entitled to recover all reasonable attorneys' fees and costs incurredin conjunction with that dispute. Further, Thunderbird shall be entitled torecover all attorney's fees and costs incurred in enforcing the terms of thisagreement and in enforcement of any judgment entered pursuant to this Agreement.
**           7. Waiver of Right to Appeal.

           The parties waive their right to appeal any judgment or order entered pursuantto the terms of this Agreement.
**           8. Binding Upon Heirs And Successors.

           This Settlement Agreement is expressly intended to govern the rights of, bind,and inure to the benefit of, not only the named parties but also theirrespective predecessors, successors, and past, present and future assigns,officers, directors, shareholders, employees, agents, administrators, executors,heirs, attorneys, and all others acting on their behalf or in behalf of any ofthem. 
**           9. Entire Agreement. 

           This Settlement Agreement constitutes the entire agreement between the partieshereto pertaining to the subject matter hereof, and fully supersedes any and allprior understandings, representations, warranties and agreements between theparties hereto pertaining to the subject matter hereof, and may be modified onlyby a written agreement signed by all parties hereto.
**           10. Further Assurances.

           All parties shall execute such additional documents as may be necessary toeffectuate this Agreement.
**           11. Independent Advice of Counsel.

           Each party hereto acknowledges that it has thoroughly read this SettlementAgreement, fully understands the agreement and each and every provision therein,and has had an opportunity to consult with an attorney concerning the same.
**           12. Representation.**
           The parties hereto, and each of them, warrant and represent that in executingthis Settlement Agreement, they have relied on legal advice from an attorney oftheir choice, that the terms of this Settlement Agreement and its consequenceshave been completely read and explained to them by that attorney, and that theyfully understand the terms of this Settlement Agreement.

           Thunderbird further represents and warrants that it is the sole owner of all ofthe rights and benefits contained in the Equipment Lease dated November 3, 1995,which Equipment Lease is attached as an exhibit to the First Amended Complaintin the Lawsuit.
**           13. No Reliance.**
           The parties hereto, and each of them, further acknowledge and represent that, inexecuting this Settlement Agreement, they have not relied on any inducements,promises, or representations, other than those set forth herein, made by theother party or any representative, agent or employee of the other party.
**           14. Warranty of Authority.**
           The parties hereto, and each of them, acknowledge and warrant that they haveread this Settlement Agreement and that their execution of this SettlementAgreement is free and voluntary and that they have the full authority to enterinto this Settlement Agreement. 
**           15. Counterparts.
           This Settlement Agreement may be executed in counterparts, each of which shallbe deemed an original, and all of which together shall constitute one document.
**           16. Severability:

           In the event that any clause of this Agreement, or sub-part hereof, is deemedvoid, illegal, or unenforceable, then that portion of the Agreement shall bedeemed severable so that the balance of the Agreement shall be enforced.
**           17. No Admission of Liability.

This Settlement Agreement pertains to disputed claims andcauses of action and does not constitute an admission of liability by any of theparties hereto.
**           18. Time is of the Essence.**
           Time is of the essence as to the terms of this Settlement Agreement and theparties' performance hereunder.
**           19. **Force Majeure**. 

           The Tribe shall not be held in breach of this Agreement by reason of any failureor delay in its performance hereunder if such failure is due to causes beyondits control which result in an interruption in the operation of the Trump 29Casino (formerly known as the Spotlight 29 Casino), including but not limitedto, acts of God or events such as fires, floods, earthquakes, storms, war,terrorism, act of public enemy, civil commotions and the like or by any law,rule, regulation, order or other action by any public authority. To the extentfailure to perform under this Agreement is caused by such an interruption in theoperation of the Trump 29 Casino, the Tribe shall be excused from performancehereunder so long as and only to the extent such event continues to prevent theoperation of the Trump 29 Casino and provided the Tribe takes all reasonablesteps to resume operation of the Trump 29 Casino.

                                                                                                                       /s/Date: March 21, 2003                                                                           __________________________________                                                                                                             International Thunderbird Gaming Corporation                                                                                                             By Jack R. Mitchell, Chief Executive Officer 

 

                                                                                                                       /s/Date: March 21, 2003                                                                          __________________________________                                                                                                            Twenty-Nine Palms Band of Mission Indians, doing                                                                                                            business as Spotlight 29 Enterprises by                                                                                                            Tribal Chairman Dean Mike****************************