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EXHIBIT 4(a)(1)

Memorandum of Understanding 

A.           This Memorandum of Understanding (this "MOU") is entered into by andamong International Thunderbird Gaming Corporation ("Thunderbird"),T.H.E. Venezuelan Entertainment, C.A. ("TVE"), Entertainment & VentureConsultants, Inc. ("EVC"), and International Thunderbird Gaming (Panama)Corporation ("Thunderbird-Panama") (collectively referred to as "Shareholders")which shall each own a direct or indirect interest in certain Venezuelanentities to be established for the purpose of operating casinos and other gamingestablishments in Venezuela, including, but not limited to, Fiesta CasinoGuayana C.A. ("Fiesta-Guayana") and other operating companies (the "OperatingCompanies"). To act as a vehicle for that purpose, a company named SouthAmerican Entertainment, Inc. ("SAEI") was established with a capitalstructure as set forth in Section D below. The Shareholders intend to useSAEI as the holding company for the Operating Companies. However, theShareholders may agree in the future to form separate holding companies ("HoldingCompanies") for tax or legal reasons or risk distribution purposes.

B.           Presently, Fiesta-Guayana is pursuing a license to operate a casino in theIntercontinental Hotel in Guayana, Venezuela, and will seek approval as anowner/licensee under the tradename of "Fiesta Casino". In addition toFiesta-Guayana, the Shareholders agree to form a separate Operating Company foreach additional casino license or other gaming venture pursued in the future inVenezuela. Each Operating Company, upon compliance with all legal and financialrequirements and receipt of all necessary permits and licenses, intends toengage in the operation of a casino or other gaming establishment in Venezuela.

C.           Each Operating Company shall apply to the "***Comision Nacional de Casinos,Salas de Bingo y Maquinas Traganiqueles" (***the "National CasinoCommission") pursuant to the "***Ley para el Control de los Casinos,Salas de Bingo y Maquinas Traganiqueles"***(the "Gaming Law") forapproval as a qualified owner/licensee. Under the rules and regulationsestablished in the Gaming Law, each Licensee is required to maintain a minimumequity participation by a Venezuelan entity in an amount equal to or greaterthan 20% (twenty percent). All Shareholders agree that TVE shall be the holderof record of 20% equity in Fiesta-Guayana and each future Operating Companyunless otherwise agreed upon in writing, and that TVE shall execute alldocumentation necessary (i.e. purchase agreement, assignment and pledgeagreement, etc.) to maintain the structure of the Shareholders Rights (definedbelow) and equity positions related thereto as described in Section Dbelow.

D.           Due to the direct and indirect nature in which the shares in SAEI are held, theShareholders agree that any and all decisions involving capital contributions,dividend distributions, share transfers, liquidation rights, voting rights, andall other rights of the Shareholders (collectively, the "Shareholders Rights")in SAEI, Fiesta-Guayana, and all future Operating Companies shall be made basedon the following equity positions unless otherwise agreed to in writing:

> - Thunderbird --33%; 
- TVE --33%; 
- EVC --20%; and 
- Thunderbird-Panama --14%. 

E.           The specific rights and obligations of the Shareholders in SAEI, Fiesta-Guayana,and all future Operating Companies shall be established in specific "ShareholderAgreements" which shall be supplemented with any other ancillary agreementdetermined to be necessary to carry out in good faith the spirit and intent ofthis MOU. Each Shareholder Agreement shall contain a clear description of allShareholders Rights and provisions that will determine how SAEI, Fiesta-Guayanaand all future Operating Companies, respectively, shall be operated. 

F.           Each Party agrees to pledge its shares in SAEI to secure its respectiveobligations set forth in this MOU, in each Shareholder Agreement and all otherrelated documents.

G.           The Shareholders agree that for each Operating Company and all related entitiesestablished thereunder, a Board of Directors shall be formed which shall becomprised of three members, one each from Thunderbird, TVE and EVC.

H.           Subject to the terms and conditions agreed to in each Shareholder Agreement, ifa Shareholder chooses to sell its shares in SAEI, Fiesta-Guayana or any otherHolding Company or Operating Company formed in the future, the remainingShareholder(s) shall have the first right of refusal to purchase any or all ofsuch shares being sold in accordance with its pro-rata equity share therein,and, upon a decline to do the same by the other eligible Shareholder(s), suchShareholder(s) shall have the first right to purchase all remaining shares. EachParty reserves the right to decline participation in any future gamingproject in Venezuela identified or proposed by any other Shareholder withoutjeopardizing its participation in SAEI, Fiesta-Guayana or any other existing orfuture gaming project. 

I.           Each Shareholder has contributed significant capital (cash or in-kind services)to fund business development as represented by reports submitted to theShareholders for review and consideration. The Shareholders have agreed that allexpenses incurred prior to December 15, 1999 shall be reimbursed from firstavailable cashflow from Fiesta-Guayana and all expenses incurred on December 15,1999 and thereafter shall be reimbursed from the initial cash calls from theShareholders. Each Shareholder agrees to be responsible for contributing theirrespective pro-rata share toward business development expenses on an ongoingbasis as proposed and agreed upon from time to time.

 

J.           Capital requirements for the Fiesta-Guayana project shall be funded as follows:

- The Gaming Law requires a capital structure equal to 200,000 Tax Units      ("T.U.'s"), fully paid in cash, and an additional 100,000 T.U.'s in      investments for a total capital structure equal to 300,000 T.U.'s.       Each T.U. is equivalent to Bs. 11.600 or approximately $17.18 (using a      Bs. 675/$1.00 USD exchange rate).      
Based on this projected exchange rate, the legal capital requirement      of Fiesta-Guayana is approximately $5,200,000.00 USD.      
EVC will arrange for a loan from a third-party lender to the      Shareholders in an amount equal to 300,000 T.U.'s (or approximately $
5,500,000.00
      USD to cover small exchange rate fluctuations). The Shareholders will use      the loan proceeds to capitalize SAEI and SAEI shall use the proceeds to      capitalize Fiesta-Guayana. Each Shareholder shall be responsible for the      repayment of the loan on a pro-rata basis according to the equity      structure set forth in 
Section D
 above and shall issue a guaranty      to secure the same. In addition, each Shareholder agrees that all costs      associated with the procurement of such loan shall be shared by the      Shareholders in accordance with their respective pro-rata equity position.      
Pursuant to the Gaming Law requirements, the Shareholders agree that      TVE, in its capacity as the "Venezuelan" partner, will appear as the owner      of 20% of the capital in Fiesta-Guayana. TVE agrees to execute all      appropriate documentation (purchase agreement or pledge and assignment      agreement) necessary to evidence the irrevocable transfer to SAEI of all      of its Shareholders Rights held in Fiesta-Guayana related to this 20%      equity position and in return shall receive, as consideration therefor,      20% of the loan proceeds to be used exclusively for the purchase of its      20% equity position in Fiesta-Guayana.      
Upon the successful completion of the process set forth above, Fiesta-      Guayana will have a balance sheet as shown in 
Annex-1
, attached      hereto, which shall be subject to an independent audit.      
Upon the successful completion of the audit and submission of the same      to the local authorities in Puerto Ordaz and the Gaming Commission for      review and approval, the Shareholders shall reduce the loan amount to the      required 200,000 T.U.s (or approximately 
$3,500,000.00
 USD) and      maintain the same for the duration of the license or until the required      amount can be reduced and replaced by retained earnings or other cash      accumulated by Fiesta-Guayana.      
The Shareholders shall agree on the various amounts of cash or      "in-kind" capital contributions (i.e. construction, remodeling, interior      design, lighting, machines, and signage) that each will contribute. Credit      toward equity contributions will be recognized for the contribution of      machines at values to be determined by the Shareholders. 

K.           It is the intent of the Shareholders to structure all future gaming projects inVenezuela according to the terms and conditions set forth in this MOU unlessotherwise agreed to in writing.

L.           Counterpart Signatures: This MOU may be executed in facsimile in two ormore counterparts, each of which shall be deemed an original, but all of whichwhen taken together shall constitute one and the same instrument.

 
**International Thunderbird Gaming Corporation**
/s/ *Jack R. Mitchell*__________________________________________By: Jack R. MitchellIts: President 
**T.H.E. Venezuelan Entertainment, C.A.**
/s/ *Daniel Matos*__________________________________________By: Daniel Matos for "Tamanaco Entertainment, C.A"Its: President

/s/ *Asdrubal Hernandez*__________________________________________By: Asdrubal Hernandez, for " Inversiones Tacoa, C.A." Its: President 
**Entertainment & Venture Consultants, Inc.**
/s/ *Aquilino de la Guardia*______________________________________________
By: Aquilino de la GuardiaIts: President 
**International Thunderbird Gaming (Panama) Corporation**
/s/ *Clay Hardin*__________________________________________By: Clay HardinIts: President
** 

ANNEX 1**
 
Fiesta-Guayana Balance Sheet (In Tax Units)   Assets Liabilities     Cash300,000 Total Liabilities0       P.I. Capital300,000   Total Assets
300,000 Liabilities & Equity300,000   Each Tax Unit is equal to 11.600 Boliviares      at the time of this writing.