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**EXHIBIT 4(a)(9)**

LOAN AGREEMENT

           THIS LOAN AGREEMENT ("**Agreement**") is made as of this 1stday of October, 2002, by and among **MRG ENTERTAINMENT, LLC**, a Kansaslimited liability company, with its principal office at 5425 Martindale, Suite100, Shawnee, Kansas 66218 ("**Lender**"), and International ThunderbirdGaming Corporation, a Canadian corporation with its principal office 16885 WestBernardo Drive, Suite 100, San Diego, California ("**Borrower**"). Inconsideration of advances and credit accommodations (including any loans byrenewal or extension) made to *Borrower* by *Lender*, and for othergood and valuable consideration, the receipt and sufficiency of which are herebyacknowledged by *Borrower*, the parties agree as follows. 

**1. TERM LOANS.**
            (a) Term Loans Refinanced. Lender provided Borrower with three (3) loans: (1) aterm loan for One Million Six Hundred Twelve Thousand Eight Hundred Dollars andNo/100 Dollars ($1,612,800.00 United States Dollars) ("*Term Loan-1*"); Aterm loan for five hundred fifty thousand ($530,000 United States Dollars) ("*TermLoan-2*"); and a term loan for seven hundred fifty dollars and No/100 Dollars($750,000.00 United States Dollars) ("*Term Loan-3*"). In addition, *Lender* has incurred various charges and costs reimbursable to *Lender*by *Borrower* in the amount of $300,000.00 through September 1, 2002 ("**MiscellaneousCosts**"). For all purposes hereunder all references to monetary amounts orinterest payments, fee charges or any other payments shall mean in United StatesDollars or currency.             (b) Refinancing of Term Loan. *Borrower* and *Lender* agree that *Term Loans 1, 2 and 3* and all costs incurred by *Lender* related to *Term Loans 1, 2 and 3* including the *Miscellaneous Costs* will beconsolidated into one loan in the principal amount of approximately$3,034,130.28 (hereafter "**Consolidated Term Loan**"). The principal balanceof the *Consolidated Term Loan*shall be adjusted downwards to reflect anydecreases in the current principal balance of any of *Term Loans**1, 2and 3* below their current existing principal balances set forth below: 

Term Loan 1 - $1,612,800 as of October 1, 2002

Term Loan 2 - $530,000 as of October 1, 2002
**Term Loan 3 - $ 591,330.28 as of September 27, 2002
*Miscellaneous Costs - $300,000 as of September 1, 2002

           All accrued and unpaid interest on the above stated three *Term Loans*shall be wire transferred to *Lender* by *Borrower* for receipt on orbefore 1:00 p.m. CST on December 30, 2002. Interest shall commence accruing onthe *Consolidated Term Loan* immediately thereafter. Beginning on February1, 2003, and on the first day of each calendar month thereafter, the *Consolidated Term Loan* shall be fully paid over the immediately subsequent48 months in equal monthly payments of $83,000 based on the principal balance of$3,034,130.28. All payments shall first be applied to interest, then costsincurred, then principal. Should there be any adjustments warranted to theprincipal balance of *Term Loans 1, 2 and 3* prior to the *Effective Date*,the *Lender* and *Borrower* shall make such adjustments to the *Consolidated Term Loan* and recalculate the monthly payments accordingly. *Lender* and *Borrower* shall initial any required changes to theprincipal balance and monthly payment level prior to the *Effective Date*.Any later extension of credit or increase in loans to *Borrower* by *Lender* shall be reflected by the mutual written agreement of the parties, inwhich case said amounts shall be secured by the *Pledge Agreement*. 
**2. INTEREST, FEES, CHARGES, AND COLLATERAL.**
           (a) Rate of Interest. Interest will accrue on the unpaid principalbalance of the three *Term Loans* made to *Borrower* outstanding atthe end of each day at a fixed rate per annum equal to fourteen percent (14%) inUnited States Dollars and be paid on each Payment Date as a portion of theamortizing payment to be made on each Payment Date. Upon and after theoccurrence of an *Event of Default*, and during the continuation thereof,the principal amount of all *Loans* will bear interest on demand at a rateper annum equal to the rate of interest then in effect hereunder plus anadditional six percent (6%) in United States Dollars. Consideration due *Lender* under this *Agreement* shall be remitted by *Borrower*without reduction for any incurred taxes (including taxes required to bewithheld by *Borrower*), sales tax, personal service fee taxes, or anyother taxes or similar charges imposed on *Lender* or *Borrower*,unless such tax withheld by *Borrower* is subject to a full credit for thebenefit of *Lender* or *Lender*'s principal owner against *Lender*or *Lender*'s principal owner's federal and/or state United States incometaxes. Prior to withholding any such taxes from payments due *Lender*, *Borrower* shall direct and deliver to *Lender* an opinion letter fromKPMG, its accountant, which opines that all such withholdings may be fullycredited against *Lender* or *Lender*'s principal owner's federaland/or state income tax liability associated with the monies paid by *Borrower*to *Lender* hereunder.

           (b) Computation of Interest and Fees. Interest and collection chargeshereunder will be calculated daily and will be computed on the actual number ofdays elapsed over a year consisting of three hundred and sixty-five (365) days.For the purpose of computing interest hereunder, all items of payment receivedby *Lender* will be deemed applied by *Lender* on account of the *Liabilities* (subject to final payment of such items) one *Business Day*after receipt by *Lender* of good funds in *Lender*'s account as maybe designated to *Borrower* by *Lender* in writing from time to time.

           (c) Maximum Interest. It is the intent of the parties that the rate ofinterest and the other charges to *Borrower* under this *Agreement*will be lawful; therefore, if for any reason the interest or other chargespayable under this *Agreement* are found by a court of competentjurisdiction, in a final determination, to exceed the limit which *Lender*may lawfully charge *Borrower*, then the obligation to pay interest andother charges will automatically be reduced to such limit and, if any amount inexcess of such limit and at *Lender*'s option, *Lender* may acceleratethe maturity date of the *Three term loans* for immediate payment.

           (d) Closing Costs. Regardless of whether this *Agreement* becomeseffective under Paragraph 2(f) below, *Borrower* shall be obligated to payall of *Lender's* legal fees and costs and all other costs, such as travel,lodging, phone, and the like, incurred by *Lender* or its agents in thenegotiating, drafting, execution and implementation of the terms of the entireterm hereof. All such cost shall be paid promptly after *Lender* submitssaid costs for payment. These closing costs are in addition to the *Miscellaneous Costs*.

           (e) Administration and Examination Fee.*Borrower* will pay to *Lender* a loan administration and examination fee of $2,745.00 per month (the"*Administration and Examination Fee*") for *Lender*'s administrationof the *Consolidated Term Loan*and monthly physical examination of *Borrower*'s books, records and business operations, including withoutlimitation monthly on-site visits to each, together with all actualout-of-pocket expenses incurred in connection therewith. Beginning February 1,2003 and on the first day of each calendar month thereafter, the *Administration and Examination Fee* will be paid in advance by *Borrower*to *Lender* in immediately available funds to *Lender*'s account asmay be designated to *Borrower* by *Lender* in writing from time totime. The *Administration and Examination Fee* shall be paid by *Borrower*for as long as any part of the *Term Loans* remains unpaid.

           (f) Effective Date. When the prior *Term Loans 1, 2 and 3* arecancelled and refinanced as provided hereunder, this *Agreement* willbecome effective ("**Effective Date**") which date is expected to be December30, 2002, provided that the gaming authorities of Panama have approved this *Agreement* in its entirety along with the related *Stock Pledge* with nochanges or modifications, by 5:00 p.m. CST on or before December 29, 2002 ("**Approval**").If such *Approval* has not been timely obtained, then *Borrower* shallhave the option to extend the *Effective Date* of this *Agreement*until such *Approval* is obtained, but in no event shall the *Approval*be obtained later than 5:00 p.m. CST March 31, 2003 ("**Approval Deadline**").Should the *Approval* not be obtained on or before the *ApprovalDeadline,*then this *Agreement* shall be void and of no force oreffect.

           (g) Pledge. The *Consolidated Term Loan* is secured by a pledge bythe *Borrower* of all of *Borrower's* stock in InternationalThunderbird Gaming (Panama) Corporation ("**INB Panama**") ("**Collateral**")pursuant to the *Pledge Agreement.*

**3. SCHEDULES AND REPORTS**.

*            Borrower* will furnish or cause to be furnished to *Lender* thefollowing:

           (a) Quarterly Financial Statements. As soon as practicable and in anyevent within 45 days after the end of each fiscal quarter, financial statements,including balance sheets, income statements and cash flow statements prepared by*Borrower* in the normal course of its business. For purposes of thisSection 3, *Borrower* shall mean International Thunderbird GamingCorporation and each of its *Subsidiaries* and *Affiliates*separately, including, but not limited to, those that own, manage or operate thegaming operations of *Borrower* or any *Subsidiaries* or *Affiliates*which has employees. 

           (b) Financial Statements. As soon as practicable and in any event withinone hundred twenty (120) days after the end of each *Fiscal**Year* of*Borrower*: (a) statements of income and expenses and of *Borrower*for such *Fiscal Year*, and a balance sheet of *Borrower* as of theend of such Fiscal Year, and (2) statements of cash flow of *Borrower* forsuch *Fiscal Year*, such statements to be presented on a consolidated andconsolidating basis and by *Borrower* in accordance with *GAAP* andcertified by independent certified public accountants of recognized nationalstanding selected by *Borrower* and satisfactory to *Lender*, whoseopinion shall be unqualified, in form and substance reasonably satisfactory to*Lender*. Commencing with the *Fiscal Year* ending on or aboutDecember 31, 2003, such financial statements shall set forth in comparativeform, corresponding figures for the period *Borrower* and shall forward to*Lender* the same statements of income, expenses, balance sheets and cashflow on an unaudited basis (unless audited ones are unavailable) in aconsolidated basis and are covered by the preceding annual audit and as of theend of the preceding *Fiscal Year* of *Borrower*.

            (c) Other Information. With reasonable promptness, such other business orfinancial data, reports, appraisals and projections as *Lender* mayreasonably request.

          (d) Accompanying Certificates. All annual financial statements deliveredto *Lender* pursuant to the requirements of this paragraph (except whereotherwise expressly indicated) shall be prepared in accordance with *GAAP*as provided in this *Agreement*. Together with each delivery of financialstatements required by paragraph 3(b) above, *Borrower* shall deliver to *Lender* an officer's certificate in the form set out in **Exhibit B**hereto.

**4. TERM**.

           This *Agreement* shall be in effect from the date hereof and shall continueuntil the *Consolidated Term Loan* and all amounts due hereunder are paidin full; At such time as *Borrower* has indefeasibly repaid all of themoney or costs due anywhere hereunder ("**Liabilities**") and this *Agreement* has terminated, (i) *Borrower* will deliver to *Lender*a release, in form and substance reasonably satisfactory to *Lender*, ofall obligations and liabilities of *Lender* and its officers, directors,employees, agents, parents, subsidiaries and affiliates to *Borrower*, andif *Borrower* is obtaining new financing from another lender, *Borrower*will deliver such lender's indemnification of *Lender*, in form andsubstance satisfactory to *Lender*, for checks which *Lender* hascredited to *Borrower*'s account, but which subsequently are dishonored forany reason and (ii) upon *Borrower*'s request, *Lender* will deliverto *Borrower* a release in form and substance reasonably satisfactory to *Borrower*.  

**5. REPRESENTATIONS AND****WARRANTIES**.

            *Borrower* hereby makes the following representations, warranties andcovenants:

           (a) the *Borrowers* financial statements and financial projectionsdelivered or to be delivered by *Borrower* to *Lender* at or prior tothe date of this *Agreement* and at all times subsequent thereto accuratelyreflect the financial condition of *Borrower*, and since the date of the *Borrower*'s audited financial statements as of December 31, 2001, which havebeen delivered to *Lender*, no event or condition has occurred which hashad, or is reasonably likely to have, a *Material Adverse Effect*, otherthan those disclosed in **Schedule 7(d)**;

           (b) the office where *Borrower* keeps its books, records and accounts (orcopies thereof) concerning its assets and liabilities, *Borrower*'sprincipal place of business and all of *Borrower*'s other places ofbusiness, locations of assets and post office boxes are as set forth in **Exhibit A**; *Borrower* will promptly (but in no event less than ten (10)days prior thereto) advise *Lender* in writing of the proposed opening ofany new place of business, the closing of any existing place of business, anychange in the location of *Borrower*'s books, records and accounts (orcopies thereof) or the opening or closing of any post office box of *Borrower*;

           (c) *Borrower* has the right and power and is duly authorized and empoweredto enter into, execute and deliver this *Agreement*, the *PledgeAgreement* and all related agreements ("**Related Agreements**") andperform its obligations hereunder and thereunder; *Borrower* will deliverto *Lender* a written Board of Director's resolution approving theexecution and implementation of the terms and conditions of this *Agreement*,the *Related Agreements*; *Borrower*'s execution, delivery andperformance of this *Agreement* and the *Related Agreements* does notand will not conflict with the provisions of any statute, regulation, ordinanceor rule of law, or any agreement, contract or other document which may now orhereafter be binding on *Borrower*, and *Borrower*'s execution,delivery and performance of this *Agreement* and the *Related Agreements*will not result in the imposition of any lien or other encumbrance upon any of*Borrower*'s property under any existing indenture, mortgage, deed oftrust, loan or credit agreement or other agreement or instrument by which *Borrower* or any of its property may be bound or affected;

           (d) except as otherwise disclosed on **Schedule 7(d)**, there are no actionsor proceedings which are pending or, to the best of *Borrower*'s knowledge,threatened against *Borrower* which are reasonably likely to have a *Material Adverse Effect* and *Borrower* will, promptly upon becomingaware of any such pending or threatened action or proceeding, give writtennotice thereof to *Lender*;

           (e) *Borrower* has obtained all licenses, authorizations, approvals andpermits, the lack of which would have a *Material Adverse Effect* on theoperation of its business, and *Borrower* is and will remain in compliancein all material respects with all applicable federal, state, local and foreignstatutes, orders, regulations, rules and ordinances (including, withoutlimitation, statutes, orders, regulations, rules and ordinances relating totaxes, employer and employee contributions and similar items, securities,employee retirement and welfare benefits, employee health and safety orenvironmental matters), the failure to comply with which would have a *Material Adverse Effect* on its business, property, assets, operations orcondition, financial or otherwise.

           (f) all written information now, heretofore or hereafter furnished by *Borrower* to *Lender* is and will be true and correct in all materialrespects as of the date with respect to which such information was or isfurnished (except for financial projections, which have been prepared in goodfaith based upon reasonable assumptions);

          (g) *Borrower* is not conducting, permitting or suffering to be conducted,nor will it conduct, permit or suffer to be conducted, any activities, or will(while any *Liabilities* remain outstanding) be owned by any *Affiliate*which is not also a *Borrower*;

           (h) this *Agreement* and the *Related Agreements* to which *Borrower*is a party are the legal, valid and binding obligations of *Borrower* andare enforceable against *Borrower* in accordance with their respectiveterms, except to the extent that such enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium and similar lawsaffecting the rights of creditors generally;

           (i) *Borrower* is solvent effective with this *Agreement*, is able topay its debts as they become due and has capital sufficient to carry on itsbusiness, now owns property having a value both at fair market valuation and atpresent fair saleable value greater than the amount required to pay its debts,and will not be rendered insolvent by the execution and delivery of this *Agreement* or any of the *Related Agreements* or by completion of thetransactions contemplated hereunder or thereunder;

           (j) *Borrower* is not now obligated, whether directly or indirectly, forany loans or other indebtedness (secured or otherwise) for borrowed money otherthan (i) the *Liabilities*; (ii) indebtedness disclosed to *Lender* on**Schedule 7(i)**; (iii) unsecured indebtedness to trade creditors arising inthe ordinary course of *Borrower*'s business and (iv) unsecuredindebtedness arising from the endorsement of drafts and other instruments forcollection, in the ordinary course of *Borrower*'s business. 
*           (k)*Borrower* does not own any margin securities, and none of theproceeds of the Loans hereunder will be used for the purpose of purchasing orcarrying any margin securities or for the purpose of reducing or retiring anyindebtedness which was originally incurred to purchase any margin securities orfor any other purpose not permitted by Regulation G or Regulation U of the Boardof Governors of the Federal Reserve System of the United States as in effectfrom time to time;

           (l) except as otherwise disclosed on **Schedule 7(m)**, *Borrower* hasno Parents, Subsidiaries or divisions, nor is *Borrower* engaged in anyjoint venture or partnership with any other Person; the ownership of the same isdisclosed in Schedule 7(m);

           (m) *Borrower* is duly organized and in good standing in its country andstate of organization and *Borrower* is duly qualified and in good standingin all states where the nature and extent of the business transacted by it orthe ownership of its assets makes such qualification necessary, except for suchother states in which the failure to so qualify would not have a *MaterialAdverse Effect*;

           (n) *Borrower* (effective with the *Effective Date*of this *Agreement*) is not in default under any material contract (including anyshareholder agreements between shareholders of *INB-Panama)*, lease orcommitment to which it is a party or by which it is bound, nor does *Borrower*know of any dispute regarding any contract, lease, or commitment which ismaterial to the continued financial success and well-being of *Borrower*;

           (o) there are no controversies pending or threatened except as otherwisedisclosed in **Schedule 7(d)** between *Borrower* and any of itsemployees, other than employee grievances arising in the ordinary course ofbusiness which are not, in the aggregate, material to the continued financialsuccess and well-being of *Borrower*, and *Borrower* is in compliancein all material respects with all laws of any applicable jurisdiction respectingemployment and employment terms, conditions and practices; except where thefailure to so comply would not have a *Material Adverse Effect*;

          (p) *Borrower* possesses, and will continue to possess, adequate licenses,patents, patent applications, copyrights, service marks, trademarks, trademarkapplications, tradestyles and tradenames (collectively, "*IntellectualProperty*") to continue to conduct its business as heretofore conducted byit;

             (q) *Borrower* is in compliance in all respects with all applicable laws,rules and regulations of any governmental authority; 

             (r) The Board of Directors of *Borrower*as of the date of disbursement ofmonies under this *Agreement* hereof consisted ofJack Mitchell, Albert Atallah, Salomon Guggenheim, Jean Duval and Jorge Montano;and
*           Borrower* represents, warrants and covenants to *Lender* that allrepresentations, warranties and covenants of *Borrower* contained in this*Agreement* (whether appearing in paragraphs 5 or 6 hereof or elsewhere)will be true at the time of *Borrower*'s execution of this *Agreement*,will survive the execution, delivery and acceptance hereof by the parties heretoand the closing of the transactions described herein or related hereto, willremain true until the repayment in full of all of the *Liabilities* andtermination of this *Agreement*, and will be remade by *Borrower* asof the *Effective Date* and with each certification pursuant to Paragraph3(d).

*            Lender* hereby makes the following representations, warranties and covenants:

           (a) *Lender* has the right and power and is duly authorized and empoweredto enter into, execute and deliver this *Agreement* and the *RelatedAgreements* and perform its obligations hereunder and thereunder;

            (b) *Lender* is duly organized and in good standing in its country andstate of organization and *Lender* is duly qualified and in good standingin all states where the nature and extent of the business transacted by it orthe ownership of its assets makes such qualification necessary, except for suchother states in which the failure to so qualify would not be material;

**6.****COVENANTS**.

           Until payment or satisfaction in full of all *Liabilities* and terminationof this *Agreement*, unless *Borrower* obtains *Lender*'s priorwritten consent waiving or modifying any of *Borrower*'s covenantshereunder in any specific instance, *Borrower* agrees as follows:

           (a) *Borrower* will at all times keep accurate and complete books, recordsand accounts with respect to all of *Borrower*'s business activities, inaccordance with sound accounting practices and generally accepted accountingprinciples consistently applied, and will keep such books, records and accounts,and any copies thereof, only at the addresses indicated for such purpose on **Exhibit A**;

            (b) *Borrower* agrees to deliver to *Lender* the financial informationand certificate described in paragraph 3(b) hereof, all of which will beprepared in accordance with *GAAP*;

            (c) *Lender*, or any *Persons* designated by it, will have the right,at any time, in the exercise of its commercially reasonable credit judgment, tocall at *Borrower*'s place of business at any reasonable times, and,without hindrance or delay and to inspect, audit, check and make extracts from*Borrower*'s books, records, journals, orders, receipts and anycorrespondence and other data relating to *Borrower*'s business, its assetsor any transactions between the parties hereto, and will have the right to makesuch verification concerning *Borrower*'s business as *Lender* mayconsider reasonable under the circumstances. *Borrower* will furnish to *Lender* such information relevant to *Lender*'s rights under this *Agreement* as *Lender* will at any time and from time to time reasonablyrequest. *Borrower* authorizes *Lender* to discuss the affairs,finances and business of *Borrower* with any officers or directors of *Borrower* or any *Affiliate*, or with those employees of *Borrower*with whom *Lender* has determined in its commercially reasonable judgmentto be necessary or desirable to converse, and to discuss the financial conditionof *Borrower* with *Borrower*'s independent public accountants. Anysuch discussions will be without liability to *Lender* or to suchaccountants. *Lender* shall have the right to audit or review the books andrecords of the *Borrower* to ensure compliance with the terms of this *Agreement*. The audit will be at the expense of the *Lender* unless itis determined by the result of the audit that any of the representations,warranties or covenants made hereunder are not true and correct, in which case*Borrower*shall pay for *Lender's*cost of the audit.

           (d) all monies and other property obtained by *Borrower* from *Lender*pursuant to this *Agreement* will be used solely for business purposes of*Borrower*, and will not, without the prior written consent of *Lender*,be used for any other purposes;

           (e) *Borrower* will file all required tax returns and pay all of its taxeson or before when due, including, without limitation, taxes imposed by anyfederal, state or municipal agencies, and will cause any liens for taxes to bepromptly released, unless such non-payment would not create a *MaterialAdverse Effect*; 

           (f) *Borrower* will not enter into any merger or consolidation, or sell,lease or otherwise dispose of all or substantially all of its assets; 

           (g) *Borrower* shall promptly report to *Lender* any changes to **Schedule 7(d), 7(i)**or**7(m)**;

           (h) *Borrower* will maintain and keep in full force and effect each of thefinancial covenants set forth herein. The calculation and determination of eachsuch financial covenant, and all accounting terms contained therein, will be socalculated and construed in accordance with *GAAP*, applied on a basisconsistent with the financial statements of *Borrower* delivered on orbefore the *Closing Date*; 

           (i) *Borrower* shall reimburse *Lender* for all of its costs,expenses, legal fees and costs in seeking to collect any *Liabilities* orenforce any of *Lender*'s rights under this *Agreement*, which amountswill bear interest at the highest rate applicable hereunder;

           (j) *Borrower* will not enter into or be a party to, or permit any *Subsidiary* to enter into or be a party to, any transaction with any *Affiliate* of *Borrower* except in the ordinary course of business in amanner and to an extent consistent with past practices of *Borrower* andnecessary or desirable for the prudent operation of its business, for fairconsideration and on terms no less favorable to *Borrower* or such *Subsidiary* as are available from unaffiliated third parties;

           (k) *Borrower* will promptly advise *Lender* in writing of any *Material Adverse Effect* or the occurrence of any *Default* or *Eventof Default*.
           (l) *Borrower* shall maintain and pay for life insurance policies andendorsements contained in Transamerica Policy No. 41945906 (Jack Mitchell) andTransamerica Policy No. 41945902 (Albert Atallah) during the term of this *Consolidated Term Loan*.

           (m) *Borrower* shall not cause or assist others to cause *INB Panama*to issue any additional shares of stock, unless fifty percent (50%) of any suchadditional shares are pledged as *Collateral* under the *Pledge Agreement*at the time of their issuance.

           (n) *Borrower* shall not cause or assist others in creating or modifyingany shareholder agreement of *INB Panama* shareholders or any otheragreements that would have a *Material Adverse Effect* on *Lender's*rights under this *Agreement* or the *Pledge Agreement.*

**7. CONDITIONS PRECEDENT AND CONDITIONS****SUBSEQUENT**.

           (a) The obligation of *Lender* to agree to the consolidation of *TermLoans 1, 2 and 3* as described herein is subject to the satisfaction of orwaiver by the *Lender* on or before the *Closing Date* of thefollowing conditions precedent: 

                       (i) *Lender* will have received each of the agreements, opinions, reports,approvals, consents, certificates and other documents set forth on the closingdocument list attached hereto as **Schedule 9** (the "*Closing DocumentList*").

                        (ii) Except as disclosed in **Schedule 7(d)**, since December 31, 2001, noevent has occurred which has had or could reasonably be expected to have a *Material Adverse Effect*, as determined by *Lender* in its solediscretion.

                        (iii) *Lender* will have received payment in full of all fees and expensespayable to it by *Borrower* on or before the *Closing Date*.

                        (iv) *Lender* will have received unqualified, audited financial statementsof the *Borrower* for the *Fiscal Year* ending December 31, 2001, andany unaudited financial statements issued prior to the *Effective Date*which are satisfactory to *Lender*;

                        (v) *Borrower* will provide to *Lender* evidence of operating permits,leases, licenses and other documents , including construction budgets of any newor proposed gaming operation and actual expenditures as they become available.

                         (vi) *Borrower* will provide evidence sufficient to Lender, that *Borrower* has paid all finders fees and brokerage fees in connectionherewith.

                       (vii) All representations and warranties contained in this *Agreement* andthe *Related Agreements* will be true and correct on and as of the date ofsuch request, as if then made, other than representations and warranties thatrelate solely to an earlier date;

                         (viii) No *Default* or *Event of Default* has occurred, or wouldresult from the making of the requested advance on the *Loan,*which hasnot been waived;

                         (ix) Since the date of the most recent audited financial statement delivered to*Lender*, except as disclosed in **Schedule 7(d)**, no event hasoccurred which has had or could reasonably be expected to have a *MaterialAdverse Effect* determined by *Lender* in its sole discretion;

                        (x) The *Lender* shall have received all necessary approvals of The TorontoStock Exchange, if any, and shall have fully complied with all applicablesecurities laws to permit the entering into of this *Agreement* by theparties and the issuance of the *Common Shares* pursuant to this *Agreement* and the *Convertible Amount*. The cost to obtain any suchapprovals shall be the sole responsibility of *Borrower*; and

                         (xi) *Borrower* shall have delivered to *Lender* on or beforeOctober 30, 2002, written consent by the Board of Directors of InternationalThunderbird Gaming (Panama) Corporation ("**INB Panama**") of the pledging of*Borrower's* shares of *INB Panama* and agreement to accept *Lender's* rights under the *Pledge Agreement*.

                         (xii) *Borrower* shall have delivered to *Lender* by December 26,2002, satisfactory verification that the *Panama Gaming Board* has approvedthis *Agreement* and the *Pledge Agreement* without change ormodification.

           (b) The *Borrower* delivers to *Lender*(i) an Officer's Certificatefrom its President attaching a certified copy of a duly adopted resolution fromthe Board of Directors of *Borrower* approving this *Agreement*andthe *Related Agreements*and certifying that the representations andwarranties of *Borrower* made herein are true and correct as of the date ofthe advance and that no default or*Event of Default* has occurred as ofthe date of the advance****and****(ii) the Pledge Agreement and alldocuments and instruments necessary to perfect a first priority securityinterest in the assets pledged pursuant to the *Pledge Agreement*.

**8. DEFAULT**.

            The occurrence of any one or more of the following events which remains uncuredfor 30 days after its occurrence, will constitute an "*Event******ofDefault*" hereunder:

           (a) the failure of any *Borrower* to pay when due, or when otherwisedeclared due, or demanded by *Lender* in accordance with the terms hereof,any of the *Liabilities*;

           (b) the failure of any *Borrower* to perform, keep or observe any of thecovenants, conditions, promises, agreements or obligations of such *Borrower*under this *Agreement* or any of the *Related Agreements*;

           (c) the making or furnishing by any *Borrower* to *Lender* of anywritten representation, warranty, certificate, schedule, report or other writtencommunication within or in connection with this *Agreement* or the *Related Agreements* or in connection with any other agreement between such *Borrower* and *Lender*, which is untrue or materially misleading in anyrespect;

           (d) the commencement of any proceedings (i) in bankruptcy by or against any *Borrower*, (ii) for the liquidation or reorganization of any *Borrower*,(iii) alleging that such *Borrower* is insolvent or unable to pay its debtsas they mature, or (iv) for the readjustment or arrangement of any *Borrower*'sdebts, whether under the United States Bankruptcy Code or under any other law,whether state or federal, now or hereafter existing for the relief of debtors,or the commencement of any analogous statutory or non-statutory proceedingsinvolving any *Borrower*; provided, however, that if suchcommencement of proceedings against such *Borrower* is involuntary, suchaction will not constitute an *Event of Default* if such proceedings aredismissed within the 30 day period mentioned above in this Paragraph 8;

           (e) the appointment of a receiver or trustee for any *Borrower*, for any ofthe *Collateral* or for any substantial part of any *Borrower*'sassets or the institution of any proceedings for the dissolution, or the full orpartial liquidation, or the merger or consolidation, of any *Borrower*which is a corporation, limited liability company or a partnership; provided,however, that if such appointment or commencement of proceedings againstsuch *Borrower* is involuntary, such action will not constitute an *Eventof Default* if such appointment is revoked or such proceedings are dismissedwithin the 30 day period mentioned above in this Paragraph 8;

            (f) the entry of any judgment or order in excess of $200,000.00 against any *Borrower* at $200,000.00 which remains unsatisfied or undischarged;

          (g) the occurrence of an *Event of Default* (a) under any other agreementor instrument evidencing indebtedness for borrowed money in excess of$200,000.00 executed or delivered by *Borrower* or pursuant to whichagreement or instrument *Borrower* or its properties is or may be bound;

           (h) a *Change of Control* has occurred. "**Change of Control**" means if(i) any *Person* (A) makes a tender or exchange offer for the issued andoutstanding voting stock of any *Borrower* and beneficially ownstwenty-five percent (25%) or more of the issued and outstanding voting stock ofany *Borrower* after such tender or exchange offer, or (B) acquires,directly or indirectly, the beneficial ownership of twenty-five percent (25%) ormore of the issued and outstanding voting stock of *Borrower* in a singletransaction or a series of transactions; (ii) any *Borrower* is a party toa merger, consolidation or similar transaction and following such transaction,fifty percent (50%) or more of the issued and outstanding voting stock of theresulting entity is not beneficially owned by those persons, corporations orentities that constituted the stockholders of such *Borrower* immediatelyprior to the transaction; (iii) any *Borrower* sells fifty percent (50%) ormore of its assets to any other person or persons (other than an *Affiliate*or *Affiliates* of *Borrower*); (iv) individuals who, as of the datefirst written above, constitute the Board of such *Borrower* (the "**IncumbentBoard**") cease for any reason to constitute at least a majority of suchBoard; or (v) Jack Mitchell ceases to be President of *Borrower*;

           (i) the occurrence of any event or condition which has or is reasonably likelyto have a *Material Adverse Effect*; or

           (j) if *Borrower* is or becomes not publicly tradeable on the Toronto,Canada Stock Exchange and is not thereafter within sixty (60) days publiclytradeable on the TSX Group of company exchanges;

           (k) the gaming authorities at any time revoke their *Approval* of this *Agreement* and the *Stock Pledge* or otherwise revoke or suspend *Borrower's* license or rights to own or operate any of its casinos in Panama;

            (l) The *Borrower* fails to perform the conditions precedent in a timelymanner as set forth in Paragraph 7 above;
            (m) the *Borrower* defaults under any of the *Related Agreements* orany other agreement between *Lender* and *Borrower*; or

           (n) the "Pledged Shares", as defined in the *Pledge Agreement*, shall ceaseto constitute at least fifty percent (50%) of the issued and outstanding sharesof common stock of *INB Panama*.

**9. REMEDIES UPON AN EVENT****OF DEFAULT.**
           (a) Upon the occurrence of an *Event of Default* described in paragraph8(h) hereof, *Lender* will not exercise any remedies unless such *Eventof Default* remains uncured for a period of sixty (60) days after notice from*Lender* of such *Event of Default*.**Upon the occurrence of an*Event of Default* described in paragraphs 8(a), 8(c), 8(d), 8(e), 8(f),8(g), 8(h), 8(j) or 8(k) hereof, all of the *Liabilities* will immediatelyand automatically become due and payable, after ten (10) days' written noticefrom *Lender* if such *Event of Default* is not cured within said ten(10) day period at which time if no cure has occurred, *Lender* mayexercise its remedies. Upon the occurrence of any *Event of Default* described in paragraphs 8(a), 8(c), 8(d), 8(e), 8(f), 8(g),8(j) or 8(k), the *Lender* will not exercise any remedies unless such *Event of Default* remains uncured for a period of thirty (30) days afternotice from *Lender* of such *Event of Default*. Subject to applicablenotice and cure periods, *Lender*may pursue all remedies it has under thisAgreement, any *Related Agreement*, or applicable law or in equity*.**Borrower* hereby grants *Lender* full authority to accept ownershipof the *Collateral* in exchange for full extinguishment of any *Liabilities* owed by *Borrower* to *Lender* hereunder or under the*Pledge Agreement*. To make such election to take ownership of the *Collateral*, *Lender* shall notify *Borrower* and*INB Panama*of its election to take ownership of the *Collateral*; provided however,for the ninety (90) day period after *Lender* takes ownership of the *Collateral*, *Lender*

                       (i) may not sell the *Collateral* and

                      (ii) *Lender* shall sell the *Collateral* backto the *Borrower*, if and only if, *Borrower* delivers to *Lender*monies representing 110% of the *Liabilities* due hereunder at such time,including all costs of attorneys fees owed by *Lender*, plus interest atthe default rate hereunder. If *Lender* makes such election, the *Borrower* hereby grants title to the shares transferred to *Lender*,with no further action from *Lender* or *Borrower* necessary toeffectuate such transfer, immediately upon *Lender's* sending notice ofsuch election.
           If there is an occurrence of an uncured *Event of Default*, as a part ofand in addition to all other *Liabilities*, *Borrower* shall incur andpay as a *Liability*to *Lender* an exit fee of $1,200,000 (the "*ExitFee*"), plus interest at 10% from the *Effective Date*, providedhowever, if no *Event of Default* has occurred or is continuing, commencingwith the 13th month after the *Effective Date*, the amount ofthe *Exit Fee* shall be reduced each month until the *Consolidated TermLoan* is fully repaid, with the amount of said reduction equal to 1/36thof the then current *Exit Fee*amount. Also, at any time during the term ofthe *Consolidated Term Loan*, should *Lender* receive distributionsfrom any of *Lender's* affiliates, then said *Exit Fee* shall bereduced by an amount equal to any distribution received. *Lender*acknowledges that *Borrower* is a co-shareholder with a group of Panamanianshareholders that own not more than fifty percent (50%) of shares issued by *INB Panama* and that *Lender's* rights as a stockholder of *INB Panama*(should it exercise its remedy to take ownership of the *Collateral*) maybe subject to the terms and conditions of currently existing shareholderagreements of INB shareholders.

**10. INDEM****NIFICATION**.

           *Borrower* agrees to defend (with counsel reasonably satisfactory to *Lender*), protect, indemnify and hold harmless *Lender*, each affiliateor subsidiary of *Lender*, and each of their respective officers,directors, employees, attorneys and agents (each an "*Indemnified Party*")from and against any and all liabilities, obligations, losses, damages,penalties, actions, judgments, suits, claims, costs, expenses and disbursementsof any kind or nature (including, without limitation, the disbursements and thereasonable fees of counsel for each *Indemnified Party* in connection withany investigative, administrative or judicial proceeding, whether or not the *Indemnified**Party* will be designated a party thereto), which may beimposed on, incurred by, or asserted against, any *Indemnified Party*(whether direct, indirect or consequential and whether based on any federal,state or local laws or regulations including, without limitation, securities,environmental and commercial laws and regulations, under common law or inequity, or based on contract or otherwise) in any manner relating to or arisingout of this *Agreement* or any *Related Agreement*, or any act, eventor transaction related or attendant thereto, the making and the management ofthe *Consolidated Term Loan* or the use or intended use of the proceedstherefrom, including, without limitation, any and all environmental matters andconditions of every kind and nature, and including without limitation, *Borrower*'s failure to obtain or maintain all licenses, permits or approvalsrequired for the operation of its business (regardless of the cause of suchfailure); provided, however, that *Borrower* will not haveany obligation hereunder to any *Indemnified Party* with respect to matterscaused by or resulting from the willful misconduct or gross negligence of such*Indemnified Party*. To the extent that the undertaking to indemnify setforth in the preceding sentence may be unenforceable because it is violative ofany law or public policy, *Borrower* will satisfy such undertaking to themaximum extent permitted by applicable law. Any liability, obligation, loss,damage, penalty, cost or expense covered by this indemnity will be paid to each*Indemnified Party* on demand, and, failing prompt payment, will, togetherwith interest thereon at the rate then applicable to *Loan* hereunder fromthe date incurred by each *Indemnified Party* until paid by *Borrower*,be added to the *Liabilities* of *Borrower* and be secured by the *Collateral*. The provisions of this paragraph 10 will survive thesatisfaction and payment of the other *Liabilities* and the termination ofthis *Agreement*.

**1****1. NOTICES**.

           All written notices and other written communications with respect to this *Agreement* will be sent by ordinary, certified or overnight mail, by telecopyor delivered in person, and in the case of *Lender* will be sent to it at5425 Martindale, Suite 100, Shawnee, Kansas 66218, Attention: Tino Monaldo (ifby telecopy to (913) 441-5980), and in the case of *Borrower* will be sentto all *Borrower* at 16885 West Bernardo Drive, Suite 100, San Diego,California 92127, Attention: Jack Mitchell (if by telecopy to (858) 451-1169).

**12. CHOICE OF GOVERNING LAW AND CO****NSTRUCTION.**

           This *Agreement* and the *Related Agreements* are submitted by *Borrower* to *Lender* for *Lender's* acceptance or rejection at *Lender's* principal place of business as an offer by *Borrower* toborrow monies from *Lender* now and from time to time hereafter, and willnot be binding upon *Lender* or become effective until accepted by *Lender*, in writing, at said place of business. If so accepted by *Lender*,this *Agreement* and the *Related Agreements* will be deemed to havebeen made at said place of business. **THIS AGREEMENT AND THE OTHER AGREEMENTSWILL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF KANSAS ASTO INTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHERRESPECTS, INCLUDING, WITHOUT LIMITATION, THE LEGALITY OF THE INTEREST RATE ANDOTHER CHARGES, AND PERFECTION OF THE SECURITY INTERESTS IN THE COLLATERAL.**If any provision of this *Agreement* will be held to be prohibited by orinvalid under applicable law, such provision will be ineffective only to theextent of such prohibition or invalidity, without invalidating the remainder ofsuch provision or remaining provisions of this *Agreement*.

**13. FORUM SELECTION AND SERVICE****OFPROCESS.**

           To induce *Lender* to accept this *Agreement*, *Borrower*irrevocably agrees that, subject to *Lender's* sole and absolute election,**ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF ORFROM OR RELATED TO THIS AGREEMENT, THE OTHER AGREEMENTS OR THE COLLATERAL WILLBE LITIGATED IN FEDERAL COURTS HAVING SITES WITHIN THE KANSAS CITY, STATE OFKANSAS. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL,STATE OR FEDERAL COURTS LOCATED WITHIN SAID CITY AND STATE**. *Borrower*hereby irrevocably appoints and designates the Secretary of State of Kansas,whose address is Topeka, Kansas (or any other person having and maintaining aplace of business in such state whom *Borrower* may from time to timehereafter designate upon ten (10) days written notice to *Lender* and who*Lender* has agreed in its sole discretion in writing is satisfactory andwho has executed an agreement in form and substance satisfactory to *Lender*agreeing to act as such attorney and agent), as *Borrower*'s true andlawful attorney and duly authorized agent for acceptance of service of legalprocess. *Borrower* agrees that service of such process upon such personwill constitute personal service of such process upon *Borrower*. **BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OFANY LITIGATION BROUGHT AGAINST BORROWER BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH**.

**14. MODIFICATION AND BENEFIT OF****AGREEMENT**.

           This *Agreement* and the *Related Agreements* may not be modified,altered or amended except by an agreement in writing signed by *Borrower*and *Lender*. *Borrower* may not sell, assign or transfer this *Agreement*, or the *Related Agreements* or any portion thereofincluding, without limitation, *Borrower*'s rights, titles, interest,remedies, powers or duties thereunder. *Borrower* hereby consents to *Lender's* sale, assignment, transfer or other disposition, at any time andfrom time to time hereafter, of this *Agreement*, or the *RelatedAgreements*, or of any portion thereof, or participations therein withoutlimitation, *Lender's* rights, titles, interest, remedies, powers and/orduties thereunder. *Borrower* agrees that it will execute and deliver suchdocuments as *Lender* may request in connection with any such sale,assignment, participation transfer or other disposition.

**15. HEADINGS OF SU****BDIVISIONS**.

           The headings of subdivisions in this *Agreement* are for convenience ofreference only, and will not govern the interpretation of any of the provisionsof this *Agreement*.

**16. POWER O****F ATTORNEY**.

           *Borrower* acknowledges and agrees that its appointment of *Lender* asits attorney and agent-in-fact for the purposes specified in this *Agreement*is an appointment coupled with an interest and will be irrevocable until all ofthe *Liabilities* are paid in full and this *Agreement* is terminated.

**1****7. WAIVERS**.

           *Lender's* failure, at any time or times hereafter, to require strictperformance by *Borrower* of any provision of this *Agreement* or anyof the *Related Agreements* will not waive, affect or diminish any right of*Lender* thereafter to demand strict compliance and performance therewith.Any suspension or waiver by *Lender* of an *Event of Default* underthis *Agreement* or any default under any of the *Related Agreements*will not suspend, waive or affect any other *Event of Default* under this*Agreement* or any other default under any of the *Related Agreements*,whether the same is prior or subsequent thereto and whether of the same or of adifferent kind or character. No delay on the part of *Lender* in theexercise of any right or remedy under this *Agreement* or any *RelatedAgreement* will preclude other or further exercise thereof or the exercise ofany right or remedy. None of the undertakings, agreements, warranties, covenantsand representations of *Borrower* contained in this *Agreement* or anyof the *Related Agreements* and no *Event of Default* under this *Agreement* or default under any of the *Related Agreements* will bedeemed to have been suspended or waived by *Lender* unless such suspensionor waiver is in writing, signed by a duly authorized officer of *Lender*and directed to *Borrower* specifying such suspension or waiver.

**18. KANSAS STATUT****ORY NOTICE.**
**            K.S.A. 16-117 and 16-118 Notice.

            Thefollowing notice is given to comply with K.S.A. 16-117 and 16-118:
***         THIS ISTHE FINAL EXPRESSION OF THIS*AGREEMENT* BETWEEN *BORROWER* AND *LENDER*. THIS *LOAN AGREEMENT* CANNOT BE CONTRADICTED BY EVIDENCE OF ANYPRIOR ORAL CREDIT AGREEMENT OR OF A CONTEMPORANEOUS ORAL CREDIT AGREEMENTBETWEEN *BORROWER* AND *LENDER*. THE FOLLOWING SPACE (WHICH THEPARTIES HERETO AGREE IS SUFFICIENT SPACE) IS PROVIDED FOR THE PLACEMENT OFNONSTANDARD TERMS, IF ANY (IF THERE ARE NO NONSTANDARD TERMS TO BE ADDED, STATE"NONE"): 

           NONE.

 

          BYSIGNING BELOW, BORROWER AND *LENDER* HEREBY AFFIRM THAT THERE IS NOUNWRITTEN ORAL CREDIT *AGREEMENT* BETWEEN THEMSELVES WITH RESPECT TO THESUBJECT MATTER OF THIS *AGREEMENT*.

**19. AGREEMENT GOVERNED BY THE LAWS****OFKANSAS**. 

           This *Agreement* shall be governed by and construed in accordance with theinternal laws, rule, regulations and not the laws pertaining to choice orconflict of laws, of the State of Kansas and the United States, except wherethere is a conflict with the laws, rules and regulations of the Toronto CanadaStock Exchange in which case the later shall control.

**20. AGREEMENT SUBJE****CT TO LAWS**.

           If any provision of this *Agreement* or the application thereof to anyparty or any circumstance shall be found to be contrary to, or inconsistent withor unenforceable under any *Law*, the latter shall control and this *Agreement* shall be deemed modified accordingly, but in other respects the *Agreement* shall continue in full force and effect subject to themodifications necessary to preserve the intent and considerations due theparties as set forth in the subsequent sentence. It is the express intention ofthe parties hereto that this *Agreement* no be invalidated by the currentor future existence of *Law*, known or unknown; but rather it is theintention of the parties that the doctrine of *cy pres* apply in the eventpart or all of this *Agreement* is so invalidated; and further that this *Agreement* shall be reconstituted and enforceable by the parties hereto theirsuccessor and/or assigns in such a manner so as to fully carry out, implementand execute the intentions of the parties and provide all of the considerationscontemplated by the parties hereto.

**21. FURTHER****ASSURANCES**.

           The parties hereby agree to execute, acknowledge and deliver to each other anyfurther writings, documents, transfers, acknowledgments, instruments, powers ofattorney, authorizations, filings, applications, reports, etc., that may bereasonably required to give full force and effect to the provisions of this *Agreement*, and to take such further actions reasonably required infulfillment of obligations set forth herein or in furtherance of the intenthereof.

**22. CO****UNTERPARTS**.

           This *Agreement* may be executed in multiple counterparts, each of whichshall be in an original, but all of which shall be deemed to constitute oneinstrument. This *Agreement* or any document executed in connectionherewith shall be binding upon such signator party, if said signature isdelivered by telecopier or other like transmission.
**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**
 

 

 
**IN WITNESS WHEREOF, the parties hereto have duly executedand delivered this *Agreement* in Shawnee, Kansas.
 **MRG ENTERTAINMENT, LLC,a Kansas limited liability company

              /s/ Tino M. Monaldo

By: _______________________    Tino M. Monaldo    Chief Operating Officer

 **INTERNATIONAL THUNDERBIRD GAMING CORPORATION

             /s/ Jack R. Mitchell

By: _______________________    Jack R. Mitchell, President 
 

 
**EXHIBIT A

BUSINESS LOCATIONS**
               Attached to and made a part of that certain *Loan and Security Agreement*of even date herewith between **INTERNATIONAL THUNDERBIRD GAMING CORPORATION**and **MRG ENTERTAINMENT, LLC,**a Kansas limited liability company.

A. *           Borrower*'s business location (please indicate which location is theprincipal place of business and at which location(s) originals and all copies of*Borrower*'s books, records and accounts are kept):International Thunderbird Gaming Corporation 
    16885 West Bernardo Drive, Suite 100,
    San Diego, California 92127
    Attention: Jack Mitchell 
    Telecopy: (858) 451-1169
    (Principal place of business)
     
International Thunderbird Gaming Corporation 

                          16885 West Bernardo Drive, Suite 100

San Diego, California 92127

Attention: Jack Mitchell 

Telecopy: (858) 451-1169)

(Location of books, records and accounts) 

     3.     Fiesta Casinos Panama

Calle 51 y Aquilino de la Guardia

Panama City, Panama

Republic of Panama

Tel: (507) 269-0691

Fax: (507) 269-3345 

     4.     Fiesta  Casinos Nicaragua

Hotel Inter-continental Managua

Octava Calle Suroeste No. 101

P.O. Box 3278

Managua, Nicaragua

Tel: (505) 277-0251

Fax: (505) 277-0251 

    5.      Fiesta  Casinos Guatemala

14 Calle 3-51 Zona

Edificio Murano Center

Nivel 6 Oficina 603

Guatemala City, Guatemala

Central America

Tel: (502) 366-6096

Fax: (502) 366-6074

 

 
**EXHIBIT B

OFFICER'S CERTIFICATE**
           This Certificate is submitted pursuant to the *Consolidation Loan Agreement*("*Loan Agreement*") between Management Resources Group, LLC, a Kansaslimited liability company ("*Lender*") and International Thunderbird GamingCorporation, a Canadian corporation ("*Borrower*"), dated on or aboutOctober, 2002, for approximately $3,130,000 (hereafter collectively the "*LoanDocuments"*).

           The undersigned hereby certifies to *Lender* that as of the date of this *Agreement*:

           1.         The undersigned is thePresident of the *Borrower*.

           2.        There exists no event orcircumstance which is or which with the passage of time, the giving of notice,or both would constitute an *Event of Default*, as that term is defined inthe *Loan Documents*, or, if such an event or circumstance exists, awriting attached hereto specifies the nature thereof, the period of existencethereof and the action that *Borrower* has taken or proposes to take withrespect thereto.

           3.        No material adverse change in thecondition, financial or otherwise, business, property, or results of operationsof *Borrower* has occurred since , or, if such a change has occurred, awriting attached hereto specifies the nature thereof and the action that *Borrower* has taken or proposes to take with respect thereto.

           4.        All insurance premiums due as ofsuch date have been paid.

           5.        All taxes due as of such date havebeen paid or, for those taxes which have not been paid, a writing attachedhereto describes the nature and amount of such taxes, and sets forth *Borrower*'srationale for not paying such taxes and the action that *Borrower* hastaken or proposes to take with respect thereto.

           6.        To the best of the undersigned'sknowledge, after appropriate inquiry, except as previously disclosed to *Lender* in writing, no litigation, investigation or proceeding, or injunctionwrit or restraining order is pending or threatened against the *Borrower*or, if any litigation, investigation or proceeding, or injunction, writ orrestraining order is pending or threatened against the *Borrower*, awriting attached hereto specifies the nature thereof and the action that *Borrower* has taken or proposes to take with respect thereto.

           7.*        Borrower* is in compliancewith the representations, warranties and covenants in the *Loan Agreement*,or, if *Borrower* is not in compliance with any representations, warrantiesor covenants in the *Loan Agreement*, a writing attached hereto specifiesthe nature thereof, the period of existence thereof and the action that *Borrower* has taken or proposes to take with respect thereto.

.
**INTERNATIONAL    THUNDERBIRD GAMING CORPORATION**
                  /s/ Jack Mitchell

By: _________________________________       Jack Mitchell, President
 

 

 
** 

 

 

 

SCHEDULE 7(d)

PENDING LITIGATION

 
*USA Gaming, Inc. v. International Thunderbird Gaming Corp
. South    Dakota Circuit Court, Seventh Judicial Circuit, County of Pennington. This    lawsuit involves an alleged breach of agreement and that Thunderbird did not    become licensed in the State of South Dakota as allegedly agreed.    Thunderbird believes that this is a frivolous action and is defending it    aggressively. 
*Hilton v.
International Thunderbird Gaming Corp
. Case No.    98-CP-27-1, State of South Carolina, County of Jasper. Attorney Ralph E.    Tupper, P.O. Box 2055, 611 Bay Street, Beaufort, South Carolina 29901-2055;    843-524-1116. Debra Hilton filed an action claiming that a Thunderbird    manufactured machine was defectively designed and caused her injury while    she was sitting and playing the machine. The underlying theory is "products    liability". Thunderbird turned the claim over to its insurance carrier,    which is defending the action. The matter is in the discovery stage.    
*SBA v. Calsino Inc. and International Thunderbird Gaming Corporation
,    San Diego Superior Court. The SBA filed an action against Calsino Inc. (a    wholly owned subsidiary of International Thunderbird Gaming and against its    parent company claiming approximately $45,000 on a loan that is in default.    
** 

 

SCHEDULE 7(i)

INDEBTEDNESS

 **
1. PRIME LEASING - INB:  $840,793 at 13% (1999 - 15%)effective annual interest rate, $33,000 (1999 - $53,000) monthly payments ofprincipal and interest, maturing September 2003, and secured by a certain leaseof gaming machines.

2. SEBRING ASSET MNG - INB:   $797,797 at 18%effective annual interest rate, $36,000 monthly payments of principal andinterest, maturing June 2003.

3. EH&P - INB:  $309,642 at 15% effective annualinterest rate, $30,000 (1999 - $30,000) monthly payments of principal andinterest, maturing February 2002 (1999 - January 2002). The Company has pledgedits ownership in Thunderbird Guatemala and the California gaming amountsrecoverable as security fore the loan and has offered a second security interestposition in its ownership of Thunderbird Panama but only to the extent permittedby the terms of the licenses and by applicable Panamanian law.

4. SBA LOAN:  $58,655
** 

SCHEDULE 7(m)

PARENTS, SUBSIDIARIES, JOINT VENTURES AND PARTNERSHIPS

**I. THE PARENT COMPANY**Incorporation
. International Thunderbird Gaming Corporation ("the    Company") was incorporated by registration of its memorandum and articles    under the Company Act (British Columbia) on September 4, 1987 under the name    "Winters Gold Hedley Ltd.". The Company changed its name to "Regal Gold    Corporation" and consolidated its share capital on a 2.5:1 basis effective    August 26, 1993. The Company subsequently changed its name to International    Thunderbird Gaming Corporation, and updated its articles, effective June 23,    1994.    
The Company continued into the Yukon effective February    5, 1999, as approved by the shareholders of the Company on June 18, 1998.
The Company's head and principal office is located at    16885 West Bernardo Drive, Suite 100, San Diego, California 92127. The    Company's registered and records office and address for service in the Yukon    is in care of its solicitors, Preston, Willis & Lackowicz, Suite 300 - 204    Black Street, Whitehorse, Yukon, Canada Y1A 2M9.     Subsidiaries
. The Company owns and manages the following wholly or    partially owned subsidiaries (the "Subsidiaries"): 

Name of Subsidiary
Percentage of Voting Shares Beneficially Owned or    Controlled by the Company
Date of Incorporation
Jurisdiction of IncorporationThunderbird Carolina Inc. 
100%
Dec. 22, 1989North CarolinaThunderbird Gaming Inc. 
100%
March 30, 1992British ColumbiaThunderbird Greeley, Inc. 
100%
Jan. 14, 1994ColoradoThunderbird Manufacturing Inc.    
100%
May 19, 1994British ColumbiaInternational Thunderbird Gaming    SRL 
100%
March 7, 1996BarbadosThunderbird Development, Inc.
100%
March 19, 1996CaliforniaInternational Thunderbird Gaming    (Panama) Corp
50%
Nov. 25, 1996PanamaThunderbird (Barbados) Inc.
100%
Jan. 27, 1997Barbados537481 British Columbia Ltd.
100%
Feb. 27, 1997British ColumbiaInternational Thunderbird Gaming    - Nova Scotia
100%
June 23, 1997Nova ScotiaThunderwatch Partnership
100%
July 2, 1997British ColumbiaCamino Real (BVI) Investments    Ltd.
100%
August 29, 1997British Virgin    IslandsInternational Thunderbird (BVI)    Ltd.
100%
August 29, 1997British Virgin    IslandsThunderwatch (BVI) Ltd.
100%
Sept. 1, 1997British Virgin    IslandsInternational Thunderbird Brazil    (BVI) Ltd.
100%
Oct. 2, 1997British Virgin    IslandsThunderbird de Guatemala, S.A.    ("Thunderbird Guatemala")
100%Oct. 15, 1997GuatemalaThunderwatch (Barbados) Inc.
100%Oct. 16, 1997BarbadosThunderbird do Brazil, S.A.
100%Oct. 30, 1997BrazilThunderbird Panama (BVI) I Ltd.
100%April 22, 1998British Virgin    IslandsThunderbird Panama    (BVI) II Ltd.    
Juegos De Mexico Inc.

Skill Game Equipment (BVI) Limited

Servicios De Destraza S.A.

Fiesta Juegos De Costa Rica S.A.

Casinos Pajaro Trueno, S.A.

Thunderbird De Nicaragua
100%

100%

100%

100%

92.5%

100%

76.5%April 22, 1998    
June 23, 2000

July 14 ,2000

July 31, 2000

August 9, 2000

August 9, 2000

Oct. 28, 2000    British Virgin Islands    
British Virgin Islands

British Virgin Islands

Mexico

Costa Rica

Costa Rica

Nicaragua
            All of thesubsidiaries were held directly by the Company or indirectly through anothersubsidiary. None of the subsidiaries have any non-voting shares outstanding.

            Thefollowing are the main operating activities carried out by the Company'sSubsidiaries:
-   The Company through Thunderbird Panama operates five casinos in the  Republic of Panama under the name Fiesta Casinos. 
-   The Company through Thunderbird Guatemala, supplies, installs,  manages, operates and maintains video lottery terminals and associated  equipment in Guatemala. 
-   The Company through Thunderbird de Nicaragua operates a casino in  the Republic of Nicaragua under the name Fiesta Casinos. 

                       C.  Investments. The Company has investments in the followingentities:

Name of Entity
Percentage of Voting Shares Owned by the Company
Date of Incorporation
Jurisdiction of IncorporationSouth America    Entertainment Investment
30%
January 11, 2000British Virgin    IslandsFiesta Casino    Guayana C.A.
30%
April 14, 2000VenezuelaEntertainmens de    Mexico - Laredo 
33.3%
November 7, 2000MexicoEntertainmens de    Mexico SRL 
37.18%
December 15, 2000Mexico
 

NEITHER THIS WARRANT CERTIFICATE NOR THE SHARES OF STOCK TOBE ISSUED UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE BEEN REGISTERED UNDERTHE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ***"ACT"***)OR UNDER APPLICABLE STATE SECURITIES LAWS OR THE LAWS OF THE DOMINION OF CANADA. 
**INTERNATIONAL THUNDERBIRD GAMING CORPORATION 

WARRANT CERTIFICATE AND AGREEMENT **
           This Warrant Certificate and Agreement (this "***Agreement***") isissued in connection with that certain Loan Agreement of even date herewith byand between Borrower (defined below) and Registered Holder (defined below) (asamended, restated, extended or otherwise modified from time to time, the "***ConsolidatedTerm Loan***"; capitalized terms used herein without definition shall havethe meanings ascribed thereto in the Consolidated Term Loan and the exhibitsthereto).

Date of Issue:                                                                               Effective December 30, 2002

Expiration Date of the Right to Exercise:                                        December 31, 2006 
*Registered Holder:                                                                       Name:         MRG Entertainment, LLC                                                                                                    Address:      5425 Martindale, Suite 100                                                                                                                       Shawnee, KS 66218

           For value received,****International Thunderbird Gaming Corporation (***"Borrower"***)hereby grants to the Registered Holder named above or its registered assign(s) (***"RegisteredHolder"***), the right to purchase from the *Borrower* the number ofshares of *Borrower*'s Common Stock (the ***"Common Stock"***)equal to the *Total Warrant Shares*, as defined below. The amount and kindof securities purchasable pursuant to the rights granted hereby and the purchaseprice for such securities are subject to adjustment as provided under the termsset forth in this Agreement but, notwithstanding anything contained herein tothe contrary, the securities purchased hereunder shall always be voting shares.This Agreement supercedes and replaces all prior Warrant Certificates andAgreements between the parties hereto, including but not limited to those datedin 2001.

           The *Borrower* hereby agrees as follows:
**DEFINITIONS**
            1.1       The term ***"Warrant Share"*** means one share of the *Common Stock*provided, that if under the provisions hereof, there shall be a change such thatthe securities purchasable hereunder shall be issued by an entity other than the*Borrower* or there shall be a change in the type or class of securitiespurchasable hereunder, then the term **"*Warrant Share*"** shall meanone share of the security purchasable upon the exercise of the rights grantedhereunder if such security shall be issuable in shares or shall mean thesmallest unit in which such security shall be issuable if such security shallnot be issuable in shares. 

            1.2       The term **"*Warrant Shares*"** means the aggregate *Warrant Shares*at any time subject to the Warrants evidenced by this Agreement, which sharesshall be immediately tradeable on the Toronto Stock Exchange. 

            1.3       The term **"*Total Warrant Shares*"** means 

            (x) **[2,345,000]** shares of common voting stock of *Borrower* asadjusted pursuant to Article III below. 

           (y) So long as there is no *Event of Default* which has occurred and iscontinuing, the *Total**Warrant Shares*shall be reduced starting inmonth twenty-five (25) after the *Effective Date*of the *ConsolidatedTerm Loan* and each month thereafter in an amount equal to 1/24thof the initial *Total**Warrant Shares*.
**EXERCISE OF WARRANT**
            2.1       The Number of Shares for Which Warrant is Exercisable. Except as providedherein, this Agreement shall be exercisable for the number of *Total WarrantShares*.             2.2       Exercise Period. The *Registered Holder* may exercise all or aportion of the Warrants at any time or from time to time after the date hereofbut prior to the Expiration Date. **            2.3       *Exercise Price.*Subject to adjustment as set forth herein, theExercise Price for each of the Warrants is in U.S. dollars the lesser of 15cents Canadian or 10 cents U.S. dollars. Any part of the Term Loan not reducedas a part of the exercise of the Series A and Series B Warrants shall remain dueand payable by Borrower to Registered Holder pursuant to the terms of theConsolidated Term Loan. *           *Payment of Excercise Price. The Exercise Price shall first be paid byreduction of the principal and interest on the Consolidated Term Loan if theConsolidated Term Loan remains unpaid, but if paid, Registered Holder shall paythe Exercise Price to Borrower.             2.4       No Fractional Warrant Share to be Issued. If any fraction of a WarrantShare would be issuable in the exercise of this Warrant, the Borrower, at itsoption, may in lieu of such fractional share pay to the Registered Holder incash, an amount equal to such fraction of the Current Price per share of CommonStock of the Borrower.            2.5        Exercise Procedure. In order to exercise the Warrants, Registered Holdershall deliver a written notice to Borrower at its principal office (the **"Exercise Notice"**), signed by Registered Holder stating that it elects toexercise all or a portion of this Agreement and stating the number of WarrantShares it is exercising; the Exercise Price therefor (it is exercising a SeriesA or a Series B Warrant; and noting whether the Exercise Price is being paid byreduction of the Consolidated Term Loan or in cash (and if by cash, a certifiedcheck for the Exercise Price shall accompany the Exercise Notice). The date ofreceipt by Borrower of the Exercise Notice is herein referred to as the **"Dateof Exercise"**. If the Registered Holder states in the Exercise Notice that itis paying Exercise Price by reduction to the Term Loan, the principal amount ofthe Consolidated Term Loan will be automatically reduced (in inverse order ofmaturity) by the total amount of the Exercise Price for the portion of theWarrant exercised. The Borrower will provide the Registered Holder notice of anyexercise of this Warrant and of the amount of the reduction of the principalamount of the Consolidated Term Loan. Except as specifically provided herein,nothing contained in this Warrant shall be construed so as to release Borrowerfrom payment or performance in full of all Liabilities or other amounts duehereunder or under the Exercise Amount.            2.6       As promptly as practicable (but in any event no more than 15 Business Days)after the Date of Exercise, Borrower shall issue or cause to be issued anddeliver or cause to be delivered to Registered Holder, a certificate orcertificates for the number of Common Shares deliverable upon the exercise ofthis Warrant (or specified portion hereof). Such exercise shall be deemed tohave been effected immediately prior to the close of business on the Date ofExercise and at such time the rights of Registered Holder hereunder shall ceaseand Registered Holdershall be deemed to have become on such date theholder of record of the Common Shares represented by the certificates receivedby Registered Holder; provided, however, that no such surrender on any date whenthe share transfer registers for Common Shares of Borrower shall be closed shallbe effective to constitute Registered Holderas the holder of recordof such Common Shares on such date, but such surrender shall be effective toconstitute Registered Holderas the holder of record thereof for allpurposes at the close of business on the next succeeding day on which such sharetransfer registers are open. No payment or adjustment shall be made upon anyexercise on account of any cash dividends on the Common Shares issuable uponexercise. Borrower acknowledges that this Warrant may be exercised in part(s),and             2.7       Borrower acknowledges and agrees that any unexercised portion of the Warrantmay, at any time prior to the maturity date and at the Registered Holder's solediscretion, be exercised in any such portions and at any such times as theRegistered Holder may so decide subject to the restriction that all exerciseswhen added up cumulatively shall not exceed 20% of the then issued andoutstanding Common Shares of Borrower, taking into consideration the sharesissued upon exercise. **            2.8       Assignment. Any assignment of this Warrant shall be substantially in theform set forth in **Exhibit 1**, attached hereto and incorporated herein, andshall provide that the person executing the same thereby sells, assigns andtransfers to the person(s) named therein the rights evidenced by this Warrant topurchase the number of Warrant Shares stated therein. Such Assignment shall bedated the actual date of execution thereof. ***ANTI-DILUTION

            3.1       Adjustment of the Exercise Price. The relevant Exercise Price shall besubject to adjustment from time to time as follows:                                 a)        In case Borrower shall: (A)subdivide its outstanding Common Shares into a greater number of shares; (B)consolidate its outstanding Common Shares into a smaller number of shares; or(C) issue Common Shares to the holders of its outstanding Common Shares by wayof stock dividend (other than a stock dividend to the holders of Common Shareswho exercise an option to receive in the ordinary course equivalent dividends inCommon Shares in lieu of receiving cash dividends), the Exercise Price in effecton the effective date of such subdivision or consolidation or on the record datefor such issue of Common Shares by way of a stock dividend, as the case may be,shall, in the case of the events referred to in (A) and (C) above, be decreasedin proportion to the total number of outstanding Common Shares resulting fromsuch subdivision or issue, or shall, in the case of the event referred to in (B)above, be increased in proportion to the total number of outstanding CommonShares resulting from such consolidation. Such adjustment shall be madesuccessively whenever any event referred to above shall occur. Any such issue ofCommon Shares by way of a stock dividend shall be deemed to have been made on orimmediately prior to the record date for the stock dividend for the purpose ofcalculating the number of outstanding Common Shares under subparagraphs (b) and(c) below.                              b)      In case Borrower shall fix a record date forthe issuance of options, rights or warrants to all or substantially all of theholders of its outstanding Common Shares entitling them, for a period expiringnot more than 45 days after such record date, to subscribe for or purchaseCommon Shares (or Securities exercised or exchangeable into Common Shares) at aprice per share (or having an exercise or exchange price per share) less than95% of the Current Price per Common Share, as the case may be, on such recorddate, the Exercise Price shall be automatically adjusted immediately after suchrecord date so that it shall equal the price determined by multiplying theExercise Price in effect on such record date by a fraction, of which thenumerator shall be the sum of: (A) the total number of outstanding Common Shareson such record date; plus (B) a number of Common Shares determined by dividingthe aggregate price of the additional Common Shares, if any, offered forsubscription or purchase (or the aggregate exercise or exchange price of theexercisable or exchangeable Securities so offered) by the Current Market Priceper Common Share, and of which the denominator shall be the total number ofoutstanding Common Shares on such record date plus the total number ofadditional Common Shares offered for subscription or purchase (or into which theexercisable or exchangeable Securities so offered are exercisable orexchangeable). Any Common Shares owned by or held for the account of Borrowershall be deemed not to be outstanding for the purpose of any such computation.Such adjustment shall be made successively whenever such a record date is fixed.To the extent that such options, rights or warrants are not so issued or suchoptions, rights or warrants are not exercised prior to the expiration thereof,the Exercise Price shall be readjusted to the Exercise Price which would then bein effect based upon the number of Common Shares (or Securities exercisable orexchangeable into Common Shares) actually delivered upon the exercise of suchoptions, rights or warranties, as the case may be.                            c)        In case Borrower shall fix a recorddate for the making of a distribution to all or substantially all the holders ofits outstanding Common Shares of: (A) shares of any class other than CommonShares; or (B) options, rights or warrants (excluding those referred to inparagraph (b) above); or (C) evidences of its indebtedness; or (D) assets(excluding cash dividends and dividends referred to in paragraph (a) above andstock dividends to holders of Common Shares who exercise an option to receive inthe ordinary course equivalent dividends in Common Shares in lieu of receivingcash dividends), then in each such case the Exercise Price shall beautomatically adjusted immediately after such record date so that it shall equalthe price determined by multiplying the Exercise Price in effect on such recorddate by a fraction, of which the numerator shall be the number of Common Sharesoutstanding on such record date multiplied by the Current Price per CommonShare, less the fair market value (as determined by the board or directors,whose determination shall be conclusive) of such shares or options, rights orwarrants or evidences of indebtedness or assets, if any, so distributed to theholders of Common Shares, and of which the denominator shall be the total numberof Common Shares outstanding on such record date multiplied by the Current Priceper Common Share. Any Common Shares owned by or held for the account of Borrowershall be deemed not to be outstanding for the purpose of any such computation.Such adjustment shall be made successively whenever such a record date is fixed.To the extent that such distribution is not so made, the Exercise Price shall bereadjusted to the Exercise Price which would then be in effect based upon suchshares or options, rights or warrants or evidences of indebtedness or assetsactually distributed.                           d)        No adjustments of the ExercisePrice shall be made pursuant to Clause C of Section (a) above or pursuant toSections (b) or (c) above if Registered Holder is permitted to participate insuch issuance by way of stock dividend or in the issue of such options, rightsor warrants or such distribution, as the case may be, as though and to the sameeffect as if it had exercised the Exercise Amount into Common Shares prior tothe record date for such issuance by way of stock dividend or the issue of suchoptions, rights or warrants or such distribution, as the case may be.                           e)        In any case in which this paragraphshall require that an adjustment shall become effective immediately after arecord date for an event, Borrower may defer until the occurrence of such event:(A) issuing to Registered Holderwho has exercised the ExerciseAmount (or a portion hereof) after such record date and before the occurrence ofsuch event the additional Common Shares issuable upon such exercise by reason ofthe adjustment required by such event over and above the Common Shares issuableupon such exercise before giving effect to such adjustment; and (B) paying toRegistered Holdercash in lieu of any fractional interest to which heis entitled pursuant to Section (e); provided, however, that Borrower shalldeliver to Registered Holderan appropriate instrument evidencingRegistered Holder's rights to receive such additional Common Shares and suchcash upon the occurrence of the event requiring such adjustment and the right toreceive any distributions made on such additional Common Shares declared infavour of holders of record of Common Shares on and after the Date of Exerciseor such later date as such holder would, but for the provisions of thissubparagraph (e), have become the holder of record of such additional CommonShares.                      f)        The adjustments provided for inthis paragraph are cumulative and shall apply to successive dividends,distributions, subdivisions, consolidations, issues or other events resulting inany adjustment under the provisions of this paragraph; provided that,notwithstanding any other provisions of this paragraph, no adjustment in theExercise Price shall be required unless such adjustment would require anincrease or decrease of at least one percent in such price; provided further,however, that any adjustments which by reason of this paragraph are not requiredto be made shall be carried forward and taken into account in any subsequentadjustment.             3.2       Certificate as to Adjustment. Borrower shall from time to timeimmediately after the occurrence of any event which requires an adjustment inthe Exercise Price as above provided, deliver an officers' certificate toRegistered Holderspecifying the nature of the event requiring theadjustment and the amount of the adjustment thereby necessitated and settingforth in reasonable detail the method of calculation and the facts upon whichsuch calculation is based, which certificate and the amount of the adjustmenttherein specified shall be verified by an opinion of Borrower's auditors and,when so verified, be conclusive and binding on all parties in interest. Borrowershall forthwith give notice of such adjustment to Registered Holder, whichnotice shall specify the Exercise Price after such adjustment and the eventrequiring such adjustment.                 3.3        Notice to Registered Holder ofCertain Events. In the event that: Borrower shall declare on its CommonShares any dividend payable in shares of Borrower (other than a stock dividendto the holders of Common Shares who exercise an option to receive in theordinary course equivalent dividends in Common Shares in lieu of receiving cashdividends) or make any other distribution on its Common Shares (other than acash dividend); Borrower shall offer for subscription pro rata to all theholders of its Common Shares any additional shares of any class or Securitiesexercisable into or exchangeable for Common Shares or shall issue any otheroptions, rights or warrants to all of such holders;there shall be areclassification or change of the Common Shares of the nature referred to inParagraph 3.4 below or an amalgamation or merger of Borrower with or into anyother corporation or a sale, transfer or other disposition of all orsubstantially all of the assets of Borrower; orthere shall be a voluntary orinvoluntary dissolution, liquidation or winding-up of Borrower; then, in eachsuch case, Borrower shall give notice to Registered Holderof theaction proposed to be taken and the date on which: (A) the books of Borrowershall close or a record shall be taken for such dividend, distribution,subscription rights or other options, rights or warrants; or (B) suchreclassification, change, amalgamation, merger, sale, transfer or otherdisposition, dissolution, liquidation or winding-up shall take place, as thecase may be, provided that Borrower shall only be required to specify in suchnotice such particulars of such action as shall have been fixed and determinedat the date on which such notice is given. Such notice shall also specify thedate as of which the holders of Common Shares of record shall participate insuch dividend, distribution, subscription rights or other options, rights orwarrants, or shall be entitled to exchange their Common Shares for Securities orother property deliverable upon such reclassification, change, amalgamation,merger, sale, transfer or other disposition, dissolution, liquidation orwinding-up as the case may be. Such written notice shall be given, with respectto the actions described above, not less than 15 days, prior to the record dateor the date on which Borrower's transfer books are to be closed with respectthereto. Reclassifications, Reorganizations, Etc. In the case of anyreclassification or change of the Common Shares (other than a change as a resultof a subdivision or consolidation), or in the case of any amalgamation ofBorrower with, or merger of Borrower into any other corporation (other than anamalgamation or merger in which Borrower is the continuing corporation and whichdoes not result in any reclassification or change, other than as aforesaid, ofthe Common Shares), or in the case of any sale, transfer or other disposition ofall or substantially all of the assets of Borrower, Borrower or the corporationformed by such amalgamation or the corporation into which Borrower shall havebeen merged or the corporation which shall have acquired such assets, as thecase may be, shall execute and deliver to Registered Holder, if requested byRegistered Holder, evidence in form satisfactory to Registered Holder, providingthat Registered Holdershall have the right thereafter (until theexpiration of the exercise right of the Exercise Amount) to exercise theExercise Amount into the kind and amount of shares and other Securities andproperty receivable upon such reclassification, change, amalgamation, merger,sale, transfer or other disposition by a holder of the number of the CommonShares into which the Exercise Amount might have been exercised immediatelyprior to such reclassification, change, amalgamation, merger, sale, transfer orother disposition. Such evidence shall provide for adjustments which shall be asnearly equivalent as may be practicable to the adjustments provided for in thisparagraph. The above provisions of this paragraph shall similarly apply tosuccessive reclassifications, changes, amalgamations, mergers, sales, transfersor other dispositions. Upon any reclassification or change of the Common Shares,Borrower shall make application to The Toronto Stock Exchange or relevantexchange where the Common Shares are listed at such time to adjust the ExercisePrice in order to give effect to this paragraph 3.4. Reservation of Shares.Borrower shall at all times while this Warrant remains outstanding, reserve,conditionally allot and keep available out of its authorized and unissued CommonShares, for the purpose of effecting the exercise of the Total Warrant Shares,such number of Common Shares as shall from time to time be sufficient to effectthe exercise of the entire Total Warrant Shares then outstanding. As a conditionprecedent to the taking of any action which would require an adjustment to theExercise Price, Borrower shall take any corporate action which is necessary inorder that Borrower shall have unissued and reserved in its authorized capital,and may validly and legally issue, the Common Shares and/or other Securities towhich Registered Holderis entitled on the full exercise of itsexercise rights in accordance with the provisions hereof. Notice of Exerciseand Securities Law Compliance. Borrower shall give notice of the exercise ofthis Warrant to the stock exchange where the Common Shares are listed fortrading and/or the securities regulatory authority in each province of Canada orstate in the United States having legislation requiring notice in order thattrades of Common Shares acquired on the exercise of this Warrant will not besubject to any prospectus requirements of such legislation and will be freelytradeable immediately upon issuance to Registered Holder. To the extent theCommon Shares reserved or to be reserved for the purpose of exercise of the thisWarrant require prospectus qualification with, or approval of, any securitiesregulatory authority or stock exchange under any Canadian, provincial or UnitedStates law before such shares may be validly issued, listed and posted fortrading upon exercise, Borrower will take such action as may be necessary tosecure such qualification or approval, as the case may be. 

ARTICLE IVNO VOTING RIGHTS; LIMITATIONS OF LIABILITY

This Warrant until exercised shall not entitle the holder toany voting rights or other rights of a stockholder of the Borrower. No provisionhereof, in the absence of affirmative action by the Registered Holder topurchase Warrant Shares, and no enumeration herein of the rights or privilegesof the Registered Holder shall give rise to any liability of such holder for thepayment of the Exercise Price of Warrant Shares acquirable by exercise hereof oras a stockholder of the Borrower. Notwithstanding anything set forth above, theBorrower will transmit to the Registered Holder such information, documents andreports as are generally distributed to stockholders of the Borrowerconcurrently with the distribution thereof to such stockholders.

ARTICLE VAMENDMENT AND WAIVER

This Agreement may not be modified, altered or amended exceptby an agreement in writing signed by Borrower and Registered Holder.

ARTICLE VIMISCELLANEOUS

6.1 This Agreement is submitted by Borrower to RegisteredHolder for Registered Holder's acceptance or rejection at Registered Holder'sprincipal place of business. If so accepted by Registered Holder, this Warrantwill be deemed to have been made at said place of business. **THIS WARRANT WILLBE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF KANSAS AS TOINTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHERRESPECTS, INCLUDING, WITHOUT LIMITATION, THE LEGALITY OF THE INTEREST RATE ANDOTHER CHARGES, AND PERFECTION OF THE SECURITY INTERESTS IN THE COLLATERAL.**If any provision of this Warrant will be held to be prohibited by or invalidunder applicable law, such provision will be ineffective only to the extent ofsuch prohibition or invalidity, without invalidating the remainder of suchprovision or remaining provisions of this Warrant.

6.2 Borrower irrevocably agrees that, subject to RegisteredHolder's sole and absolute election, **ALL ACTIONS OR PROCEEDINGS IN ANY WAY,MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS WARRANT, THE OTHERAGREEMENTS OR THE COLLATERAL WILL BE LITIGATED IN FEDERAL COURTS HAVING SITESWITHIN THE KANSAS CITY, STATE OF KANSAS. BORROWER HEREBY CONSENTS AND SUBMITS TOTHE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS LOCATED WITHIN SAID CITYAND STATE**. Borrower hereby irrevocably appoints and designates the Secretaryof State of Kansas, whose address is Topeka, Kansas (or any other person havingand maintaining a place of business in such state whom Borrower may from time totime hereafter designate upon ten (10) days written notice to Registered Holderand who Registered Holder has agreed in its sole discretion in writing issatisfactory and who has executed an agreement in form and substancesatisfactory to Registered Holder agreeing to act as such attorney and agent),as Borrower's true and lawful attorney and duly authorized agent for acceptanceof service of legal process. Borrower agrees that service of such process uponsuch person will constitute personal service of such process upon Borrower. **BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OFANY LITIGATION BROUGHT AGAINST BORROWER BY REGISTERED HOLDER IN ACCORDANCE WITHTHIS PARAGRAPH**.

6.3 If any provision of this Warrant or the applicationthereof to any party or any circumstance shall be found to be contrary to, orinconsistent with or unenforceable under any Law, the latter shall control andthis Warrant shall be deemed modified accordingly, but in other respects theWarrant shall continue in full force and effect subject to the modificationsnecessary to preserve the intent and considerations due the parties as set forthin the subsequent sentence. It is the express intention of the parties heretothat this Warrant no be invalidated by the current or future existence of Law,known or unknown; but rather it is the intention of the parties that thedoctrine of cy pres apply in the event part or all of this Warrant is soinvalidated; and further that this Agreement shall be reconstituted andenforceable by the parties hereto their successor and/or assigns in such amanner so as to fully carry out, implement and execute the intentions of theparties and provide all of the considerations contemplated by the partieshereto.

6.4 Registered Holder's failure, at any time or timeshereafter, to require strict performance by Company INB of any provision of thisAgreement or any of the Exhibits will not waive, affect or diminish any right ofRegistered Holder thereafter to demand strict compliance and performancetherewith. Any suspension or waiver by Registered Holder of a default under thisAgreement or any default under any of the Exhibits will not suspend, waive oraffect any other event of default under this Agreement or any other defaultunder any of the Exhibits, whether the same is prior or subsequent thereto andwhether of the same or of a different kind or character. No delay on the part ofRegistered Holder in the exercise of any right or remedy under this Agreement orany Exhibits will preclude other or further exercise thereof or the exercise ofany right or remedy. None of the undertakings, agreements, warranties, covenantsand representations of Borrower contained in this Agreement or any of theExhibits and no event of default under this Agreement or default under any ofthe Exhibits will be deemed to have been suspended or waived by RegisteredHolder unless such suspension or waiver is in writing, signed by a dulyauthorized officer of Registered Holder and directed to Borrower specifying suchsuspension or waiver.
**
6.5 If any provision of this Agreement or Exhibits or theapplication thereof to any party or any circumstance shall be found to becontrary to, or inconsistent with or unenforceable under any law, the lattershall control and this Agreement shall be deemed modified accordingly, but inother respects the Agreement and Exhibits shall continue in full force andeffect subject to the modifications necessary to preserve the intent andconsiderations due the parties as set forth in the subsequent sentence. It isthe express intention of the parties hereto that this Agreement and Exhibits notbe invalidated by the current or future existence of law, known or unknown; butrather it is the intention of the parties that the doctrine of cy pres apply inthe event part or all of this Agreement and Exhibits is so invalidated; andfurther that this Agreement and Exhibits shall be reconstituted and enforceableby the parties hereto their successor and/or assigns in such a manner so as tofully carry out, implement and execute the intentions of the parties and provideall of the considerations contemplated by the parties hereto.
**
6.6 The parties hereby agree to execute, acknowledge anddeliver to each other any further writings, documents, transfers,acknowledgments, instruments, powers of attorney, authorizations, filings,applications, reports, etc., that may be reasonably required to give full forceand effect to the provisions of this Agreement and Exhibits, and to take suchfurther actions reasonably required in fulfillment of obligations set forthherein or in furtherance of the intent hereof.
**
6.7 This Agreement or Exhibits may be executed in multiplecounterparts, each of which shall be in an original, but all of which shall bedeemed to constitute one instrument. This Agreement or Exhibits or any documentexecuted in connection herewith shall be binding upon such signator party, ifsaid signature is delivered by telecopier or other like transmission.
**
6.8 Each party hereto has had independent legal counselrepresenting it during the negotiation, drafting, and execution of the Agreementand its Exhibits. 
* *
IN WITNESS WHEREOF, the Borrower has executed this Agreementas of the date stated above.
****INTERNATIONAL THUNDERBIRD GAMING CORPORATION***/s/ Jack Mitchell*
By: *Printed Name: Jack Mitchell

Title: President

 ***Exhibit 1****
ASSIGNMENT
* *
                                    FOR VALUE RECEIVED ____________________________________________________________

____________________________________________________________________________________________________hereby sells, assigns and transfers all of the rights and obligations of theundersigned within the Warrant Certificate and Agreement, with respect to thenumber of shares of the Series __ Stock covered thereby set forth herein belowunto:
**
Name of Assignee                                                   Address                                                           No. of Shares* 

 

Signature: _____________________________*Address: _____________________________
RESOLUTIONS of the Directors of INTERNATIONAL THUNDERBIRDGAMING CORPORATION (the "Corporation") passed pursuant to section 118 of the Yukon Business Corporations Act dated May19, 2003.

         REFINANCING AND CONSOLIDATION OF MRG ENTERTAINMENT, LLC TERM LOANS

         WHEREAS: 
- Pursuant to a loan agreement dated as of March 9, 2001 and a first  amendment to loan agreement, dated May 1, 2001 (collectively, the "Agreement")  between the Corporation and Management Resources Group, LLC ("MRG"), MRG  loaned the Corporation $1,312,800.00 under the Term Loan, as defined in the  Agreement (the "Convertible Loan"); 
- The Agreement provided that the Term Loan and all amounts payable  thereunder were convertible into 2,000,000 Common shares of the Corporation  based on a conversion price of $0.65 per share (the "Conversion Privilege");  
- On or before October 1, 2001, the Agreement was assigned to MRG  Entertainment, LLC ("MRG Entertainment") and the Corporation borrowed an  additional $300,000.00 from MRG Entertainment which was added to the  $1,312,800.00 Convertible Loan, for a total of $1,612,800.00 ("Term Loan 1")  with the same terms and conditions, all as set out in the amended and restated  loan agreement secured by pledge agreement dated October 1, 2001 between the  Corporation and MRG Entertainment (the "First Entertainment Agreement"), which  amended and restated the Agreement in its entirety. 
- Pursuant to the First Entertainment Agreement, a warrant certificate and  agreement was issued which provided that $1,300,000.00 of the principal amount  outstanding of Term Loan 1 could be converted to 2,000,000 Common shares of  the Corporation at $0.65 per share, and that a further $120,750.00 of the  principal amount outstanding of Term Loan 1 could be converted to 345,000  Common shares of the Corporation at $0.35 per share, which warrant certificate  and agreement bears the date of issue of March 7, 2004 (the "First Warrant")  and which replaced in entirety the Conversion Privilege. 
- Pursuant to a loan participation agreement dated August 8, 2001, MRG  Entertainment of Puerto Ordaz Venezuela, LLC loaned to Fiesta Casino Guayana  C.A. the sum of $530,000.00 ("Term Loan 2"). The Corporation owns 30% of the  issued and outstanding voting shares of Fiesta Casino Guayana C.A. 
- Pursuant to a loan agreement secured by pledge agreement dated as of  October 1, 2001 (and noted as being made as of September 30, 2001), MRG  Entertainment loaned to the Corporation the sum of $750,000.00 ("Term Loan  3"). 
- MRG Entertainment incurred various cost and charges, which the Corporation  was responsible to pay which as of October 1, 2002 amounted to $300,000.00  (the "Miscellaneous Charges"). 
- As of October 1, 2002, the amount outstanding for Term Loan 1 was  $1,612,800, Term Loan 2 was $530,000.00 and Term Loan 3 was $591.330.00. 
- The Corporation has agreed to assume the obligation to repay Term Loan 2  and has further agreed to refinance Term Loan 1 and Term Loan 3 pursuant to a  loan agreement dated October 1, 2002 between the Corporation and MRG  Entertainment in the principal amount of $3,034,130.28, being the principal  amounts outstanding for Term Loan 1, Term Loan 2, Term Loan 3 and the  Miscellaneous Charges (the "Consolidated Term Loan Agreement" and the  "Consolidated Term Loan", respectively). 
- In conjunction with the Consolidated Term Loan Agreement, the Corporation  issued a warrant certificate and agreement effective December 30, 2002 which  gives MRG Entertainment the right to convert a portion of the Consolidated  Term Loan into 2,345,000 Common shares of the Corporation at the rate of the  lesser of CDN $0.15 or US $0.10 per share (the "Second Warrant" and the  "Second Warrant Shares", respectively). The Second Warrant replaces the First  Warrant in its entirety. 

         RESOLVED:

1.     The execution of the    Consolidated Loan Agreement and the Second Warrant and the delivery of these    documents to MRG Entertainment is hereby specifically authorized, ratified    and confirmed.

2.     2,345,000 Common shares in the    capital of the Corporation be and they are hereby authorized and reserved    for issuance to MRG Entertainment and upon the Corporation's receipt of    written notice from MRG Entertainment of its exercise of the purchase of the    Second Warrant Shares pursuant to the provisions of the Second Warrant and    receipt of the Toronto Stock Exchange's approval of the listing of the    Second Warrant Shares, 2,345,000 Common shares of the Corporation be issued    to MRG Entertainment at a deemed issue price of the lesser of CDN $0.15 or    US $0.10 per share and such shares shall be issued as fully paid and    non-assessable shares.

3.     Any one director or any one    officer be and he is hereby authorized for and on behalf of Corporation to    do all such acts and things and to execute and deliver, whether under the    corporate seal of the Corporation or otherwise, all such statements, forms    and other documents as he may consider advisable or as may be reasonably    required or recommended by the Corporation's solicitors or as may be    required by the Toronto Stock Exchange in connection with the issuance of    the Second Warrant Shares pursuant to the Second Warrant, and execution by    such director or officer of the Corporation shall be conclusive proof of his    authority to act and to execute documents on behalf of the Corporation.

4.     Any one director or any one    officer be and he is hereby authorized for and on behalf of Corporation to    do all such acts and things and to execute and deliver, whether under the    corporate seal of the Corporation or otherwise, all such statements, forms    and other documents as he may consider advisable or as may be reasonably    required or recommended by the Corporation's solicitors or as may be    required by MRG Entertainment in connection with the Consolidated Loan    Agreement or the Second Warrant, and execution by such director or officer    of the Corporation shall be conclusive proof of his authority to act and to    execute documents on behalf of the Corporation. To the extent that the    Consolidated Loan Agreement, the Second Warrant and any other statements,    forms or other documents have been executed by any one director or officer    of the Corporation prior to the date of the signing of this resolution, such    actions are hereby specifically authorized, ratified and confirmed.

5.     These resolutions may be    signed by the directors in as many counterparts as may be necessary, each of    which so signed shall be deemed to be an original, including those    transmitted by electronic facsimile, and such counterparts together shall    constitute one and the same instrument and notwithstanding the date of    execution shall be deemed to bear the date as the date first written above.

                              * /s/**Jack R. Mitchell*                                                     * /s/ Albert W. Atallah*                    _________________________________                  ____________________________________                    Jack R. Mitchell                                                           Albert W. Atallah

                              *                                /s/*  *Jean Duval*                                                           */s/ Jorge Montano*                     _________________________________                  ____________________________________                     Jean Duval                                                                    Jorge Montano                              * /s/ Salomon J. Guggenheim*                      _________________________________                      Salomon J. Guggenheim 

 

CERTIFICATE OF OFFICER OR DIRECTOR OF INTERNATIONAL  THUNDERBIRD GAMING CORPORATION IN RELATION TO REFINANCING AND CONSOLIDATION OF  MRG ENTERTAINMENT, LLC TERM LOANS WITH INTERNATIONAL THUNDERBIRD GAMING  CORPORATION

I, Albert W. Atallah, Chief Operating Officer, GeneralCounsel and Director of International Thunderbird Gaming Corporation, certifythe following to be true and correct:
- Pursuant to a loan agreement dated as of March 9, 2001 and a first  amendment to loan agreement, dated May 1, 2001 (collectively, the "Agreement")  between International Thunderbird Gaming Corporation (the "Corporation") and  Management Resources Group, LLC ("MRG"), MRG loaned the Corporation  $1,312,800.00 under the Term Loan, as defined in the Agreement (the  "Convertible Loan"); 
- The Agreement provided that the Term Loan and all amounts payable  thereunder were convertible into 2,000,000 Common shares of the Corporation  based on a conversion price of $0.65 per share (the "Conversion Privilege");  
- On or before October 1, 2001, the Agreement was assigned to MRG  Entertainment, LLC ("MRG Entertainment") and the Corporation borrowed an  additional $300,000.00 from MRG Entertainment which was added to the  $1,312,800.00 Convertible Loan, for a total of $1,612,800.00 ("Term Loan 1")  with the same terms and conditions, all as set out in the amended and restated  loan agreement secured by pledge agreement dated October 1, 2001 between the  Corporation and MRG Entertainment (the "First Entertainment Agreement"), which  amended and restated the Agreement in its entirety. 
- Pursuant to the First Entertainment Agreement, a warrant certificate and  agreement was issued which provided that $1,300,000.00 of the principal amount  outstanding of Term Loan 1 could be converted to 2,000,000 Common shares of  the Corporation at $0.65 per share, and that a further $120,750.00 of the  principal amount outstanding of Term Loan 1 could be converted to 345,000  Common shares of the Corporation at $0.35 per share, which warrant certificate  and agreement bears the date of issue of March 7, 2004 (the "First Warrant")  and which replaced in entirety the Conversion Privilege; 
- Pursuant to loan participation agreement dated August 8, 2001, MRG  Entertainment of Puerto Ordaz Venezuela, LLC loaned to Fiesta Casino Guayana  C.A. the sum of $530,000.00 ("Term Loan 2"). The Corporation owns 30% of the  issued and outstanding voting shares of Fiesta Casino Guayana C.A; 
- Pursuant to a loan agreement secured by pledge agreement dated as of  October 1, 2001 (and noted as being made as of September 30, 2001), MRG  Entertainment loaned to the Corporation the sum of $750,000.00 ("Term Loan  3"); 
- MRG Entertainment incurred various costs and charges, which the  Corporation was responsible to pay which as of October 1, 2002, amounted to  $300,000.00 (the "Miscellaneous Charges"); 
- As of December 31, 2002, the total amount outstanding for Term Loan 1,  Term Loan 2, and Term Loan 3 was collectively $2,974,642.89. 
- The Corporation has agreed to assume the obligation to repay Term Loan 2  and has further agreed to refinance Term Loan 1 and Term Loan 3      pursuant to a loan agreement dated October 1, 2002 between the Corporation and  MRG Entertainment with a total principal balance of $2,974,642.89 as of  December 3, 2002, being the principal amounts outstanding for Term Loan 1,  Term Loan 2, Term Loan 3 and the Miscellaneous Charges (the "Consolidated Term  Loan Agreement" and the "Consolidated Term Loan", respectively). The Loan  participation agreement dated August 8, 2001 wherein MRG Entertainment of  Puerto Ordaz Venezuela loaned to Fiesta Casino Guayana C.A. the sum of  $530,000.00 ("Term Loan 2") has been terminated as the principal outstanding  amount is now included in the Consolidated Term Loan Agreement. 
- In conjunction with the Consolidated Term Loan Agreement, the Corporation  issued a warrant certificate and agreement effective January 1, 2003 which  gives MRG Entertainment the right to convert a portion of the Consolidated  Term Loan into 2,345,000 Common shares of the Corporation at the rate of the  lesser of CDN $0.15 or US $0.10 per share (the "Second Warrant" and the  "Second Warrant Shares", respectively); 
- The Second Warrant replaces the First Warrant in its entirety. Although  the Second Warrant refers to Series A and Series B Warrants, that is a  typographical error and there are no series of warrants; 
- MRG has assigned all of its interest in the Agreement and the Conversion  Privilege to MRG Entertainment. The Corporation confirms that the Consolidated  Term Loan Agreement and the Second Warrant replaces all previous documents  relating to or issued on account of the indebtedness for Term Loan 1, Term  Loan 2 and Term Loan 3 recited in the Consolidated Term Loan Agreement. There  are no warrants or any other rights or options outstanding that entitle MRG  Entertainment to purchase shares of the Corporation, other than the Second  Warrant. 
- Nothing herein is intended to modify the agreements entered into between  the parties and this certificate is intended as a summary of the contents of  the agreements. 

Dated this 19th day of May, 2003               /s/ Albert W. Atallah

____________________________________________Albert W. AtallahChief Operating Officer, General Counsel and Director 

CERTIFICATE OF OFFICER OR DIRECTOR OF MRG  ENTERTAINMENT, LLC IN RELATION TO REFINANCING AND CONSOLIDATION OF MRG  ENTERTAINMENT, LLC TERM LOANS WITH INTERNATIONAL THUNDERBIRD GAMING  CORPORATION

I, Tino Monaldo, Chief Operating Officer of MRGEntertainment, LLC, certify the following to be true and correct:
-           Pursuant to a loan  agreement dated as of March 9, 2001 and a first amendment to loan agreement,  dated May 1, 2001 (collectively, the "Agreement") between International  Thunderbird Gaming Corporation (the "Corporation") and Management Resources  Group, LLC ("MRG"), MRG loaned the Corporation $1,312,800.00 under the Term  Loan, as defined in the Agreement (the "Convertible Loan");                 The Agreement  provided that the Term Loan and all amounts payable thereunder were  convertible into 2,000,000 Common shares of the Corporation based on a  conversion price of $0.65 per share (the "Conversion Privilege"); 
   
          On or before  October 1, 2001, the Agreement was assigned to MRG Entertainment, LLC ("MRG  Entertainment") and the Corporation borrowed an additional $300,000.00 from  MRG Entertainment which was added to the $1,312,800.00 Convertible Loan, for a  total of $1,612,800.00 ("Term Loan 1") with the same terms and conditions, all  as set out in the amended and restated loan agreement secured by pledge  agreement dated October 1, 2001 between the Corporation and MRG Entertainment  (the "First Entertainment Agreement"), which amended and restated the  Agreement in its entirety. 
   
          Pursuant to the  First Entertainment Agreement, a warrant certificate and agreement was issued  which provided that $1,300,000.00 of the principal amount outstanding of Term  Loan 1 could be converted to 2,000,000 Common shares of the Corporation at  $0.65 per share, and that a further $120,750.00 of the principal amount  outstanding of Term Loan 1 could be converted to 345,000 Common shares of the  Corporation at $0.35 per share, which warrant certificate and agreement bears  the date of issue of March 7, 2004 (the "First Warrant") and which replaced in  entirety the Conversion Privilege. 
   
          Pursuant to loan  participation agreement dated August 8, 2001, MRG Entertainment of Puerto  Ordaz Venezuela, LLC loaned to Fiesta Casino Guayana C.A. the sum of  $530,000.00 ("Term Loan 2"). MRG Entertaiment, LLC, a Kansas LLC is owned  99.9% by The Langley Entertainment Group, Ltd., and. 0.1% by Dennis Langley  individually. MRG Entertainment of Puerto Ordaz, LLC, a Kansas LLC is owned  99.9% by The Langley Entertainment Group, Ltd and 0.1% by MRG Entertainment,  LLC. 
  
          Pursuant to a loan  agreement secured by pledge agreement dated as of October 1, 2001 (and noted  as being made as of September 30, 2001), MRG Entertainment loaned to the  Corporation the sum of $750,000.00 ("Term Loan 3"). 
   
          MRG Entertainment  incurred various cost and charges, which the Corporation was responsible to  pay which as of October 1, 2002 amounted to approximately $300,000.00 (the  "Miscellaneous Charges"). 
   
          As of December 31,  2002, the total amount outstanding for Term Loan 1, Term Loan 2 and Term Loan  3 was collectively $2,974,642.89. 
   
          The Corporation has  agreed to assume the obligation to repay Term Loan 2 and has further agreed to  refinance Term Loan 1 and Term Loan 3 pursuant to a loan agreement dated  October 1, 2002 between the Corporation and MRG Entertainment with a total  principal balance of $2,974,642.89, as of December 31, 2002 being the  principal amounts outstanding for Term Loan 1, Term Loan 2, Term Loan 3 and  the Miscellaneous Charges (the "Consolidated Term Loan Agreement" and the  "Consolidated Term Loan", respectively). The loan participation agreement  dated August 8, 2001, MRG Entertainment of Puerto Ordaz Venezuela, LLC loaned  to Fiesta Casino Guayana C.A. the sum of $530,000.00 ("Term Loan 2") has been  terminated. 
   
          In conjunction with  the Consolidated Term Loan Agreement, the Corporation issued a warrant  certificate and agreement effective December 30, 2002 which gives MRG  Entertainment the right to convert a portion of the Consolidated Term Loan  into 2,345,000 Common shares of the Corporation at the rate of the lesser of  CDN $0.15 or US $0.10 per share (the "Second Warrant" and the "Second Warrant  Shares", respectively). 
   
          The Second Warrant  replaces the First Warrant in its entirety. Although the Second Warrant refers  to Series A and Series B Warrants, that is a typographical error and there are  no series of warrants. 
   
          MRG has assigned  all of its interest in the Agreement and the Conversion Privilege to MRG  Entertainment. MRG Entertainment confirms that the Consolidated Term Loan  Agreement and the Second Warrant replaces Term Loan 1, Term Loan 2 and Term  Loan 3 relating to or issued on account of the indebtedness recited in the  Consolidated Loan Agreement. There are no warrants or any other rights or  options outstanding that entitle MRG Entertainment to purchase shares of the  Corporation, other than the Second Warrant. 
   
          Nothing herein is  intended to modify the agreements entered into between the parties and this  certificate is intended as a summary of the contents of the agreements. 

Dated this 19th day of May, 2003

                 /s/ Tino Monaldo    ____________________________________    Tino Monaldo    Chief Operating Officer 

CERTIFICATE OF OFFICER OR DIRECTOR OF MANAGEMENT RESOURCES  GROUP, LLC IN RELATION TO REFINANCING AND CONSOLIDATION OF MRG  ENTERTAINMENT, LLC TERM LOANS WITH INTERNATIONAL THUNDERBIRD GAMING  CORPORATION 

I, Tino Monaldo, Chief Operating Officer, of ManagementResources Group, LLC, certify the following to be true and correct:
- Pursuant to a loan agreement dated as of March 9, 2001 and a first  amendment to loan agreement, dated May 1, 2001 (collectively, the "Agreement")  between International Thunderbird Gaming Corporation (the "Corporation") and  Management Resources Group, LLC ("MRG"), MRG loaned the Corporation  $1,312,800.00 under the Term Loan, as defined in the Agreement (the  "Convertible Loan");   The Agreement provided that the Term Loan and all amounts payable  thereunder were convertible into 2,000,000 Common shares of the Corporation  based on a conversion price of $0.65 per share (the "Conversion Privilege");  
On or before October 1, 2001, the Agreement was assigned to MRG  Entertainment, LLC ("MRG Entertainment") and the Corporation borrowed an  additional $300,000.00 from MRG Entertainment which was added to the  $1,312,800.00 Convertible Loan, for a total of $1,612,800.00 ("Term Loan 1")  with the same terms and conditions, all as set out in the amended and restated  loan agreement secured by pledge agreement dated October 1, 2001 between the  Corporation and MRG Entertainment (the "First Entertainment Agreement"), which  amended and restated the Agreement in its entirety.  
Pursuant to the First Entertainment Agreement, a warrant certificate and  agreement was issued which provided that $1,300,000.00 of the principal amount  outstanding of Term Loan 1 could be converted to 2,000,000 Common shares of  the Corporation at $0.65 per share, and that a further $120,750.00 of the  principal amount outstanding of Term Loan 1 could be converted to 345,000  Common shares of the Corporation at $0.35 per share, which warrant certificate  and agreement bears the date of issue of March 7, 2004 (the "First Warrant")  and which replaced in entirety the Conversion Privilege.  
Pursuant to a loan participation agreement dated August 8, 2001, MRG  Entertainment of Puerto Ordaz Venezuela, LLC loaned to Fiesta Casino Guayana  C.A. the sum of $530,000.00 ("Term Loan 2"). MRG Entertainment is owned 99.9%  by The Langley Entertainment Group, Ltd., and 0.1% by Dennis Langley  individually. MRG Entertainment of Puerto Ordaz Venezuela, LLC, a Kansas LLC  is owned 99.9% by The Langley Entertainment Group, Ltd, and 0.1% by MRG  Entertainment.  
Pursuant to a loan agreement secured by pledge agreement dated as of  October 1, 2001 (and noted as being made as of September 30, 2001), MRG  Entertainment loaned to the Corporation the sum of $750,000.00 ("Term Loan  3").  
MRG Entertainment incurred various cost and charges, which the Corporation  was responsible to pay which as of October 1, 2002 amounted to approximately  $300,000.00 (the "Miscellaneous Charges").  
The Corporation has agreed to assume the obligation to repay Term Loan 2  and has further agreed to refinance Term Loan 1 and Term Loan 3 and to pay the  Miscellaneous Charges pursuant to a loan agreement dated October 1, 2002  between the Corporation and MRG Entertainment (the "Consolidated Term Loan  Agreement" and the "Consolidated Term Loan", respectively). As at December 31,  2002 the total outstanding principal balance of the Consolidated Term Loan was  $2,974,642.89.  
In conjunction with the Consolidated Term Loan Agreement, the Corporation  issued a warrant certificate and agreement effective December 30, 2002 which  gives MRG Entertainment the right to convert a portion of the Consolidated  Term Loan into 2,345,000 Common shares of the Corporation at the rate of the  lesser of CDN $0.15 or US $0.10 per share (the "Second Warrant" and the  "Second Warrant Shares", respectively).  
The Second Warrant replaces the First Warrant in its entirety. Although  the Second Warrant refers to Series A and Series B Warrants, that is a  typographical error and there are no series of warrants.  
MRG has assigned all of its interest in the Agreement and the Conversion  Privilege to MRG Entertainment. MRG Entertainment confirms that the  Consolidated Term Loan Agreement and the Second Warrant replaces all previous  documents relating to or issued on account of the indebtedness for Term Loan  1, Term Loan 2 and Term Loan 3 recited in the Consolidated Term Loan  Agreement. There are no warrants or any other rights or options outstanding  that entitle MRG Entertainment to purchase shares of the Corporation, other  than the Second Warrant.  
Nothing herein is intended to modify the agreements entered into between  the parties and this certificate is intended as a summary of the contents of  the agreements. 

Dated this 19th day of May, 2003

        /s/ Tino Monaldo

____________________________________Tino MonaldoChief Operating Officer 

 

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