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Exhibit 2(b)(iii)

NUMBER 17. In Guatemala City on March 11, 2003 BEFORE ME:
HEIDY WALESKA GARCIA VALIENTE, Notary, as first party appeared Walter Guillermo
Samayoa Mendizabal, of 52 years of age, married, Guatemalan, Business
Administrative of this domicile and who is acting in his capacity of Solely
Administrative and Legal Representative for the entity Thunderbird de
Guatemala, Sociedad Anonima, such capacity is accredited by the
appointment notarial deed authorized in this city on July 27, 1999 by Notary
Ignacio Andrade Aycinena, such appointment is registered at the General
Mercantile Registry of the Republic with number 156846, folio 720 from the
Auxiliary Commerce book number 83; moreover, Mr. Samayoa Mendizabal is
especially empowered by the Ordinary General Assembly of the corporation to
present the following granting such as it is accredited in the Notarial deed
dated March 05, 2003, authorized in this city by the Notary Luis Enrique Solares
Larrave. As second party, appeared Mr. MARIO AUGUSTO CASTILLO ARELLANO of
45 years of age, married, Guatemalan, Certified Public Accountant and Auditor of
this domicile and who is acting in his capacity of General Manager and Legal
Representative for the entity INSTITUTO DE LOTERIAS DE LAS AMERICAS Y EL
CARIBE, such capacity is accredited by the appointment notarial deed
authorized in this city by Notary Rodolfo Alegria Toruno dated October 28, 2002,
such appointment is registered at the General Mercantile Registry of the
Republic with number 198623, folio 539 from the Auxiliary Commerce book number
25. Mr. Mario Augusto Castillo Arellano, moreover is specially empowered by
grant the following instrument according to the point of deed contained in
Notarial deed which transcribes the third point of deed from the Ordinary
General Assembly and Totalitanan Stockholders of the institution Instituto de
Loterias de las Americas y Caribe, Sociedad Anonima dated March 10, 2003,
authorized in this city by Notary Carla Vanesa Marinez Paniagua de Garzazo. As
Notary I ATTEST: a) to personally know the appearing parties, whom state to be
in their free exercise of rights and to be the ones of the general data above
mentioned; b) to have had at sight all documents related to the appearing
parties justifying the capacity in which they are acting, the one that under my
judgment and according to the law are enough to celebrate the foregoing act; c)
that by this act they celebrate the following Service Agreement to install,
operate, manage, and administrate video lottery games at Camino Real, according
to the following clauses:

FIRST: BACKGROUND:the appearing parties state in the
capacity in whichInstituto de las Americas y del Caribe, Sociedad Anonima from
herein the nominated "ILAC" celebrated

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agreement of exclusivity with Fundacion Pediatrica
Guatemalteca to install and administrate all game modalities of Loteria del Nino
de la Fundacion Pediatrica Guatemalteca, including lottery video games in the
Republic of Guatemala by itself or through subcontracts designated or authorized
by ILAC. Fundacion Pediatrica Guatemalteca is a private institution, non
lucrative, for social assistance organized according to the laws of the Republic
of Guatemala which develops medical assistance and education programs specially
for newborn infants and is authorized by the government to operate the Loteria
del Nino according to the establishment of DECREE 13-86 of Law Government
Agreement number 865-90 dated September 07, 1990, in which is approved the
regulations of Loteria del Nino, the one that was amended by the Government
Agreement number 531-97 dated July 11, 1997 with the purpose of doing the
lottery video games in the modality of symbols combination by electronic or
computerized means, the ones that were dully approved by the resolution number
184 dated February 04, 1998 issued by the Ministry of Government.

SECOND: BACKGROUND OF THE CONTRACTOR AND THE AGREEMENT:
Thunderbird de Guatemala, Sociedad Anonima is a corporation subsidiary of the
entity International Thunderbird Gaming Corporation, Corporation Organized under
the laws of Canada and which main purpose is developed all types of lottery
video games, among others. Previously to the foregoing agreement the entity
International Thunderbird Gaming Corporation and ILAC having celebrated Master
Services Agreement to implement lottery video games. Based in that agreement the
parties assisted to an equity arbitrage which decision is not yet firmly. The
foregoing agreement substitutes in its totality the previous agreement, which is
concluded by the parties without any further effect to the effects derived from
the arbitrarial decisions before mentioned and without any of the parties
claiming nothing based on the agreement different to the result of the decision
that stays firmly. Thunderbird de Guatemala, Sociedad Anonima will be identified
from hereon just as "Thunderbird" or "Thunderbird de Guatemala".

THIRD: PURPOSE OF THE AGREEMENT: By this act and being
effective, ILAC contracts the services of Thunderbird Gaming Corporation to
operate lottery video machines at Salon de Video del Centro de Convensiones del
Hotel Camino Real located at 14 calle 0-20 zona 10, Guatemala City with games
approved and that in the future will be approved by the Ministry

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of the Interior with the modality of symbols combination in
the installations where they are currently operating in Salon de Convensiones
del Hotel Camino Real and its extension known as "El Cafe de las Estrellas". In
that sense Thunderbird de Guatemala, by its costs will provide the following: a)
Will provide and give maintenance to the lottery video machines necessary for
the hall operation with a minimum of 250 and a maximum of 350 machines or the
superior number determined by the parties as an agreement; b) THE VIDEO LOTTERY
HALL supplying administrative, security, handling services and automatic deposit
and daily funds and cleaning; c) will charge the "tokens" or "tickets" buyer for
video lottery; d) with the product of the incomings by the lottery video games
Thunderbird will have to: (i) pay prices; (ii) discount and pay all taxes
derived from the operation; (iii) automatically pay a 35% from the "net win"
derived from operation distributed as follows: a) to Fundacion Pediatrica
Guatemalteca the percentage of operation "net win" which ILAC indicates on a
written document depositing it daily in the account indicated by ILAC; b) to
ILAC the percentage of net win resulting after subtracting the 35% above
mentioned, the percentage corresponding to Fundacion Pediatrica Guatemalteca,
depositing it daily in the account the ILAC indicates. If Thunderbird de
Guatemala will not comply without a justified cause at the time of making the
corresponding deposits at NET WIN during more than two calendar days, FUNDACION
PEDIATRICA GUATEMALTECA and ILAC can close immediately the lottery video hall
operations until obligations are complied. In case of disagreement with the
amount to be deposited under the concept of Net Win, the parties can come up
with an auditing of an international auditing firm. If the auditing says that
there are differences in the amount that should have been deposited and the
amount deposited, this will be paid by Thunderbird de Guatemala. Determination
will be definite and the difference will be paid within five days after the
report of such auditing firm is received. If there is no discrepancy between
amounts reported and paid or if discrepancy is in favor of Thunderbird de
Guatemala, auditing will be paid by ILAC; (v) with the remaining balance of the
"net win", Thunderbird de Guatemala, will deposit the funds at the Bank and will
pay all goods suppliers and necessary services for rendering services contracted
under their cost, left to Thunderbird as compensation for its services the
remaining balance of net win resulting once all sections indicated in this
agreement are covered; e) will contract at own responsibility and risk all
services required in

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the Lottery Video Hall above mentioned.

FORTH: OBLIGATIONS OF THUNDERBIRD OF GUATEMALA, SOCIEDAD
ANONIMA:Additionally to what is indicated in section third for rendering
services that by this mean will be contracted, Thunderbird de Guatemala will pay
for using and/or providing the following: A) In general will provide all the
equipments, computers programs, services and supplies, administrative,
technical, financial and legal assistance required for normal and successful
functioning of Video Loteria del Nino in the hall located at Centro de
Convenciones of Hotel Camino Real in its modality of symbols combination by
means of electronic or computerized procedures that Thunderbird de Guatemala
decides to put in operation and that are authorized by FUNDACION PEDIATRICA
GUATEMALTECA throughout the ILAC and by ILAC. B) Computer programs and equipment
and maintenance services of such keeping intellectual property rights that
correspond by this. C) It is expressly agreed that Thunderbird de Guatemala,
Sociedad Anonima will pay purchase price and all expenses caused by importation
and handling of such products, including the ones of fiscal or customs
character, transport, storage and others necessary. D) Will pay expenses and
will contract publicly and trade services of the Lottery Video Hall and the
Games object of this agreement in case or publicity and trade, as well as prices
structure, these will have to be approved by FUNDACION PEDIATRICA GUATEMALTECA
through ILAC and by ILAC, just as it is assigned in the agreement between
FUNDACION PEDIATRICA GUATEMALTECA and ILAC and such approvals will be granted
without any discrimination regarding to other Lottery Video Halls of Instituto
De Loterias de las Americas y el Caribe, Sociedad Anonima. E) Will provide
necessary amounts of money to defray expenses or administration and operations
costs of the Salon Video Loteria Real of Hotel Camino Real in its modality of
symbols combination by electronic or computerized means operated or developed,
including rent and maintenance expenses of the hall, electricity, air
conditioning, water and telephone services, and besides necessaries to operate
the lottery video hall. E) Will pay to enable, select and administer all
necessary personnel so the Lottery Video Hall of Centro de Convenciones of

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Hotel Camino Real in its modality of symbols combination by
electronic or computerized procedures functions efficiently and according to
labor laws of Guatemala. Thunderbird de Guatemala will be the sole responsible
as employer in front of the personnel used for rendering services, exempting
expressly ILAC and FUNDACION PEDIATRICA GUATEMALTECA of any labor
responsibility, and compelling to indemnify ILAC and FUNDACION PEDIATRICA
GUATEMALTECA for any expense and damages in which they may incur derived from
labor obligations of said hall. G) Render to ILAC necessary services to operate
Video Loteria del Nino of Hotel Camino Real in its modality of symbols
combination by electronic or computerized means are according to the standards
generally accepted by the industry of such games in the world ambit; such game
modalities will be ruled also by what is established in the agreement between
ILAC and FUNDACION PEDIATRICA GUATEMALTECA and to procedure manuals of such
games. ILAC will not accept modifications to the agreement with Fundacion
Pediatrica Guatemalteca that alter substantially operation rules of Lottery
Video Games without the consent of Thunderbird de Guatemala unless such
amendments come from amendments to regulations and applicable rules to Loteria
del Nino. H) Assist with ILAC in development of new modalities of symbols
combination to operate in Lottery Video Hall of Centro de Convenciones of Hotel
Camino Real to submit them through ILAC to the authorization of Fundacion
Pediatrica Guatemalteca and its case by the Ministry of Interior. I) ILAC can
perform and auditing to the computer programs and chips used on lottery video
games implementation and Thunderbird de Guatemala will have the obligation to
contribute and provide all the information and documents required when ILAC
requests it in any moment and through the entity "GAMING LABORATORIES
INTERNATIONAL INC." or its defect the one that ILAC indicates. The auditing will
verify the fulfillment of Thunderbird de Guatemala for the operation procedures
of Games that are currently in force and that the parties sign as an acceptance
as Annex A of this agreement in two copies, one for each party. Such auditing
will include: programs verification and certification "random number program" or
'RING" and Thunderbird de Guatemala currently uses for lottery video machines of
the hall of Centro de Convenciones of Hotel Camino Real; and a program
verification of games or "shell programs" used actually to verify that its
operation agree with the information and technical descriptions provided by
Thunderbird de Guatemala. ILAC will pay RING and "shell

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programs" verifications or game programs currently used when
there is no need of additional proofs. Costs of such proofs will be of US$2.500
for each "RING" program and US$6,000 for each "shell program", plus ten
additional hours for each shell program if necessary for US$100 per hour or rate
published by verifier entity for this type of proofs. In case basic
verifications before indicated determined that "RING" or "shell programs" do not
agree with the information and technical descriptions provided by Thunderbird,
then Thunderbird de Guatemala will have to pay the price of such program
verification. If Thunderbird de Guatemala afterwards using "RING" programs
currently used by other jurisdictions, will have to reimburse ILAC half of the
price of such verification program. If Thunderbird decides using new "RING"
programs or "shell programs" additionally to the ones that are currently being
used in the call, the price of such verification programs will be paid by
Thunderbird de Guatemala according to the establishments above mentioned.
Unfulfillment by Thunderbird de Guatemala on performing necessary actions for
fulfilling the verification obligation here agreed, will give ILAC the right to
receive an additional 2% of "net win" while Thunderbird de Guatemala does not
execute necessary cooperation acts within a reasonable term so the entity in
charge renders the auditing: as well as, obstruction or unfulfillment of
cooperation obligation with the auditing will give ILAC the right to close
operations at the hall until this obligation is fulfilled. J) Thunderbird de
Guatemala allows operation and will provide space in the office for ILAC in the
lottery video hall at Centro de Convenciones of Hotel Camino Real like he has
been doing it until nowadays, and as part of the operation expenses will pay a
wage to a person that will depend on ILAC and Thunderbird de Guatemala to verify
hall operations for an amount of Q6,000 [Guatemalan currency], amount that will
increase to a maximum of 10% or the equivalent to the Minimum Agricultural
Salary in Guatemala, that one that is less once a year on each anniversary of
this agreement. The person hired will have to perform the duties detailed in one
page of the Annex identified as Annex B, and that is signed in two copies, one
for each party, and that the parties will be able to modify from time to time
during this instrument in force.

FIFTH: ILAC OBLIGATIONS:ILAC will have as obligations:
A) Pay to Thunderbird de Guatemala, without collection or any request the price
for

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services specified on terms and conditions established in the
foregoing agreement, allowing and authorizing Thunderbird de Guatemala to
collect the corresponding amount to the balance of the 65% of NET WIN, once all
payments indicated in this agreement are done. B) Watch over so that FUNDACION
PEDIATRICA GUATEMALTECA obtains, presents and maintains in force during all the
term of the foregoing agreement all necessary authorizations, consents and
licenses for normal game development of Video Loteria del Nino with the modality
of symbols combination by electronic and computerized means at the lottery video
hall of Centro de Convenciones of Hotel Camino Real. If FUNDACION PEDIATRIDA
GUATEMALTECA would not maintain in force license and authorizations, ILAC will
give immediate notice to Thunderbird de Guatemala of any threat or authority act
that implies suspension, annulment or cancellation or revocation of such
authorizations. If suspension annulment or cancellation is due to proper acts of
Lottery Video Halls Operations by ILAC or its subcontractor, ILAC will indemnify
Thunderbird de Guatemala for all damages caused suspension, annulment or
cancellation threat or carried out are due to proper acts of Lottery Video Hall
Operations of Hotel Camino Real, Thunderbird will indemnify ILAC for damages
caused for such losses. If suspension, annulment or cancellation is due to
proper acts of FUNDACION PEDIATRICA GUATEMALTECA, ILAC will claim to FUNDACION
PEDIATRICA GUATEMALTECA corresponding damages caused by such action or omission
of FUNDACION PEDIATRICA GUATEMALTECA and will reimburse Thunderbird de Guatemala
on a proportional from damages caused when respective indemnification is
obtained. Costs required for maintaining specific operation of lottery video
hall of Centro de Convenciones of Hotel Camino Real will be operation expenses
that will be covered by Thunderbird de Guatemala with the 65% of NET WIN
obtained by lottery video games. Neither ILAC nor Fundacion Pediatrica
Guatemalteca will respond for any of these motives for such operation expenses
having to give the corresponding percentage of net win before making any payment
related to hall, without any damage on what are related to prices and taxes over
prices. Thunderbird de Guatemala will indemnify ILAC for any amount of money
compelled to pay in virtue of the lottery video hall operation expenses to
maintain hall operation. In case of

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agreement anticipated conclusion between ILAC and Fundacion
Pediatrica Guatemalteca for imputable reasons to Thunderbird de Guatemala,
Thunderbird de Guatemala is compelled to pay damages that for such motive of
conclusion are caused to ILAC. In case ILAC and FUNDACION PEDIATRICA
GUATEMALTECA conclude for imputable causes to ILAC, this will pay Thunderbird de
Guatemala damages that for such motive of conclusion are caused to the last one.
In case the agreement between FUNDACION PEDIATRICA GUATEMALTECA and ILAC are
concluded as a common agreement, ILAC will obtain from FUNDACION PEDIATRICA
GUATEMALTECA and ILAC are concluded as a common agreement, ILAC will obtain from
FUNDACION PEDIATRICA GUATEMALTECA to continue with the agreement term until its
conclusion with FUNDACION PEDIATRICA GUATEMALTECA or the entity that will
substitute ILAC. C) Will provide reasonable logistic support necessary so the
operation of lottery Video Hall of Centro de Convenciones of Hotel Camino Real
with the modality of symbols combination by electronic and computerized means is
a success. D) Maintain during all the term of in force of this agreement with
Fundacion Pediatrica Guatemalteca and fulfill the same in such way that this
will not be expired in case of unfulfillment.

SIXTH: INSTALLATIONS AND EQUIPMENT: For rendering
services in object of this agreement, Thunderbird de Guatemala, will have to
invest in various assets, equipment, computer systems and programs and the
parties accept that, in case of any motive, occurs the conclusion of the
contractual relation that by this means is agreed, all goods will be exclusively
property of Thunderbird de Guatemala and ILAC nor FUNDACION PEDIATRICA
GUATEMALTECA will have any right to claim about it. Therefore, the amount of the
investment done according to this agreement for the acquisition of such assets
and equipments in neither case will be deductible from the income obtained from
the development of Video Loteria del Nino with the modality of symbols
combination as part of the 'NET WIN" that is defined ahead. Likewise, names used
by Thunderbird de Guatemala for each one of the different game modalities of the
Video Loteria del Nino with the modality of symbols combination by electronic
and computerized means, will keep on being property of Thunderbird de Guatemala,
without prejudice that ILAC uses the games approved with other names or
denominations and different computer programs to the ones used by Thunderbird de
Guatemala; it is exempt

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from this disposition generic words used to identify different
games modalities in the respective approvals.

SEVENTH: COPYRIGHT:ILAC is compelled to respect the
copyright of Thunderbird about programs, manuals and administrative procedures
of its Lottery Video Hall. Previously that any contractor of ILAC performs any
verification work on any program, the same will have to accept the copyright of
Thunderbird on does programs, manual and administrative procedures and any other
copyright of ILAC. Likewise, Thunderbird de Guatemala is compelled to maintain
and operate the location of Lottery Video of Hotel Camino Real using copyright
that has licenses of his holder and is compelled to indemnify and leave safe and
free ILAC from any damages that can cause Thunderbird de Guatemala when using
illegally such copyright.

EIGHTH: OPERATIVE RULES:Parties agree that the
different aspects that include administration or operation the Video Loteria del
Nino with the modality of symbols combination will be ruled in first place for
what is commanded by: a) Government Agreement number 865-90 dated September 07,
1990 that contains the Regulation of Loteria del Nino; b) The amendments of such
regulation, contained in the Government Agreement number 531-97 dated July 11,
1997, and c) In accordance with what is disposed in resolution number 184,
issued by the Interior Ministry dated February 04, 1998. Second place by what is
commanded by the agreement between ILAC and FUNDACION PEDIATRICA GUATEMALTECA y
after it will be ruled by the operations manual that exists for each game and
both parties have in force since the beginning of operations in the hall of 1998
and amendments agreed and approved. Thunderbird de Guatemala, Sociedad Anonima
will use the machines price percentage within the above mentioned rules. In
reference to the lottery video machines, the following rules are observed: (i)
according to what is stipulated in the fourth section of this agreement, the
computer equipment and programs will be checked and certified by an independent
entity appointed by ILAC and paid by it. The entity that ILAC appoints will have
to be authorized at list in two jurisdictions of the United States of America
for performing this type of review. (ii) the entity that is making this review
will provide directly to ILAC a certificate of the computer programs and their
signature of legalization, as well as a "master chip" to be used on a
verification denominated "e-prom". (iii) All chips of each video lottery machine
will be the type of resident program, sealed jointly by Thunderbird de

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Guatemala and by ILAC in each machine once the "e-prom"
verification is completed. Moreover, in a joint way the covers of "game boards"
will be sealed and will be kept locked up. ILAC will provide such seals. (iv)
Thunderbird and ILAC will handle on a joint way the access key systems to the
"game boards" or "chip" in any lottery video machine. (v) ILAC requires previous
consent to change any "game board" or "chip" in any lottery video machine. (vi)
ILAC will have the right to install an independent security system with video
cameras, recorders and remote access to the entire hall paid by them, this
system cannot be connected to the security system installed and operated by
Thunderbird de Guatemala, Sociedad Anonima. In case that a technical problem
exists with the lottery video machine that requires out of available hours the
intervention of an employee of ILAC to the effects of resetting the machine, the
procedure will be as follows: a) Thunderbird de Guatemala will inform by a phone
call to a person of ILAC that will be appointed within thirteen days of the
celebrations of this agreement, and by the lack of the previously mentioned, to
the manager, b) if informed, the Manager or person appointed by ILAC does not
arrive to verify and confirm the fault within the following hour, or if the
appointed person is not located within this period, Thunderbird will be able to
reset the machine and the chip, and will inform ILAC on the next day at
available hours about the procedure executed. ILAC will be able to verify
according to what they consider appropriate. (vii) ILAC at his cost at any time
through his employees specifically appointed on a written form for the effect
will have the right to audit machines, systems and funds management incoming
from the lottery video and daily verify the deposit and automatic for the
percentage of NET WIN corresponding to ILAC and FUNDACION PEDIATRICA
GUATEMALTECA.

NINTH: ABOUT GAMES:Games designs and changes applied
at Lottery Video Hall of Centro de Convenciones of Hotel Camino Real in its
modality of symbols combination by electronic or computerized means operated,
they will be approved by both parties and by FUNDACION PEDIATRICA GUATEMALTECA
by its intermediary ILAC. Once new games or combinations are approved,
Thunderbird de Guatemala will have a term of 60 days to supply all technical and
computerized applications and once the proposals are presented.

TENTH: ABOUT INCOMINGS:About incomings generated by

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the development and application of Video Loteria del Nino at
Hotel Camino Real in its modality of symbols combination by electronic or
computerized means operated the NET WIN will be distributed as follows: (a)
Thunderbird de Guatemala, Sociedad Anonima will receive a 65% of Net Profit or
"NET WIN" from the Operation of Lottery Video through Symbols Combination by
electronic or computerized means of Centro de Convenciones of Hotel Camino Real
to make necessary payments for the operation to the one compelled in this
agreement and receive the balance resulting as a remuneration by its services;
(b) ILAC will receive 35% that include percentage designated on a written form
for FUNDACION PEDIATRICA GUATEMALTECA. For the effects of the previously
mentioned, Net Profit of "NET WIN" is defined as the result of subtracting from
total incomings from the purchase of TOKENS, tickets or other means by the
clients for participating in the following games: a) prices collected the same
day of the operations; and b) take off taxes established by law t price winners;
such tax deduction will have to be deposited punctually to the corresponding
organization or State entity; by means of the deposit of the account of TAXES OF
LOTERIA DEL NINO or other agreed by the parties, so this can make the
correspondent payment. In accordance to article 11 from the Regulations of
LOTERIA DEL NINO, those prices not claimed within a legal term, will be given to
ILAC so these will become part of the inheritance of FUNDACION PEDIATRICA
GUATEMALTECA. From the NET WIN corresponding to Thunderbird de Guatemala, this
will have to cover all operation expenses and services for what has been hired
and is compelled to render according to this agreement; once they are covered
such operation expenses, net win balance resulting from it, this will be the
remuneration Thunderbird de Guatemala receives for services rendered. In which
case, Thunderbird de Guatemala will issue an invoice corresponding to incomings
to Fundacion Pediatrica Guatemalteca.

ELEVENTH: ABOUT TERM:Term of this agreement will be of
five years, the one that will be calculated starting of the date of this
agreement. Thunderbird de Guatemala will have the right to an automatic
extension option of the Agreement for a term of two more years, in which case
NET WIN percentage for ILAC during this term of the extension before mentioned
will change to 38% from the NET WIN as it appears defined in the above mentioned
section. This right can be executed by Thunderbird de Guatemala at any time
during the term of this agreement, giving a written notice to ILAC with a
minimum of 90 days anticipated to the expiration

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of five years. In which case, if the parties decide not to
extend the foregoing agreement, the last 90 days will be used by the parties to
guarantee a transition in the lottery video hall on a non interrupted way
securing the operations of it. In which case, Thunderbird de Guatemala will have
to vacate on the last day of the term. Nevertheless, any of the parties can
conclude this agreement unilaterally, without any responsibility and without any
judicial declaration in the following cases: A) as a mutual agreement between
the parties. B) For substantial and unjustified unfulfillment and the other
party has to prove it. If ILAC or THUNDERBIRD DE GUATEMALA has the intention of
concluding this agreement, they will have to give a written notice to the other
party assigning motives of such conclusion threat. In this case, unfulfilling
party will have 30 days to overlook any of the assumed violations. C) For non
imputable occurrences of acts, facts or circumstances to any of the parties,
that makes impossible to perform the purpose of this agreement, including, but
without limits to a declared or non declared war, "coup d'etat", fire, strikes,
floods or other natural catastrophes, unfavorable or restrictive monetary laws,
capability limitations, government acts or omissions to put up with the
impossibility for Fundacion Pediatrica Guatemalteca to obtain and maintain in
force authorizations are lost or not maintained in force for the operation of
Video Loterial del Nino in its modality of symbols combination by electronic or
computerized means operated. B) in case the 65% of "NET WIN" corresponding to
Thunderbird de Guatemala coming from the Video Loteria del Nino in its modality
of symbols combination by electronic or computerized means operated Lottery
Video Hall of Hotel Camino Real is not enough to cover or defray all costs or
expenses that Thunderbird de Guatemala incurs for the development of Video
Loteria del Nino activities, purpose of the foregoing agreement; in this case,
Thunderbird de Guatemala will have to vacate the hall on the thirtieth day after
the corresponding notice has been given.

TWELFTH: NOT DISCLOSING ANY INFORMATION REGARDING THE
AGREEMENT:ILAC and Thunderbird de Guatemala agreed that at any time, even
before or after this agreement expires, they would not reveal in any mean or
manner or communicate to

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any individual or judicial person any type or nature of
information that has been classified on a written form as confidential that can
affect operations of Thunderbird de Guatemala, related to the operation of Video
Loteria Real of Centro de Convenciones of Hotel Camino Real in its modality of
symbols combination, including without any limits the way of operation of
Thunderbird de Guatemala, its plans, procedures or any other type of
confidential data.

THIRTEENTH: INDEPENDENT EXTERNAL AUDITING:Just as it
has been stipulated in this agreement, the parties agreed that ILAC will have
the right during all the term of this agreement to hire the services of an
Auditing on the operations of Lottery Video of Thunderbird de Guatemala.
Independently from the above mentioned, ILAC will be able to hire an external
auditing services once a year at any time during each one of the calendar years
on force of this agreement paid by Thunderbird de Guatemala and ILAC on a 50%
for each one of the parties, and agreed that in all of the accountant procedures
that rule their relations will be audited and controlled by an independent
auditing corporation and that have offices in Guatemala City. ILAC will have the
right and permanent access to the hall and to the operations of it being able to
verify and supervise all operations and activities that are being performed, and
to the accountants of Thunderbird de Guatemala and will be able to request for a
copy of al reports rendered to the corporation about the operation of Lottery
Video of Hotel Camino Real.

FOURTEENTH: GIVE IN PROHIBITION:Both parties agreed
that it is prohibit giving in their rights and obligations derived from this
agreement, unless there is a previous written authorization by the other party.

FIFTEENTH: SPECIAL CONDITIONS:A) Just as it is
stipulated above, Thunderbird de Guatemala will pay costs and expenses related
to the purchase of supplies, market counseling, publicly expenses and
administration or operation costs of the games of Video Loteria Real of Hotel
Camino Real in its modality of symbols combination and further obligations
established in this agreement. B) Hiring parties agree that for facilitating
money management generated by the activities purpose of this agreement, they
will proceed to open a monetary deposit bank account in favor of FUNDACION
PEDIATRICA GUATEMALTECA/Loteria del Nino in any bank of the system appointed for
such effect both parties and FUNDACION PEDIATRICA GUATEMALTECA. In that account
will be daily deposited the incoming coming from Video Loteria del Nino in its
modality of symbols combination the one that will just be a connecting account,
the Bank that is in charge of this account will have to make automatically a
transfer for the 65% of the Net Win value of each day in favor of Thunderbird de
Guatemala and the 35% for ILAC and FUNDACION

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PEDIATRICA GUATEMALTECA. Parties agree in any express way that
they would not be able to withdraw the funds from the account denominated
FUNDACION PEDIATRICA GUATEMALTECA/Loteria del Nino. C) None of the parties will
be considered responsible by the delay fro the unfulfillment of its obligations,
if the delay is caused by anything out of control by any of the parties such as:
fire, earthquakes, hurricanes, shipment accident, invasions, explosions, war,
not constitutional order alteration or public order, strikes or analogue
situations. D) For the effects of this agreement it has to be understood that
none of the parties is constituted as partner, associate, employee or agent for
the other. Likewise, agent or employees of each one of the contractor parties,
for any reason will be considered as employees or agents for the other. E) ILAC
de Guatemala will pay any type of taxes according to the laws of Guatemala
affected by its activity in the country, and Thunderbird de Guatemala will pay
taxes corresponding to the operation of the Lottery Video Hall correspondent to
it's activity and by its activity in the country, except for the corresponding
price because once it is deposited in the specific account FUNDACION PEDIATRICA
GUATEMALTECA will be responsible for paying them. F) Both parties expressly
resign to their right to judicially request preventive measures against the
other party that fall back over the incomings of each one of them or to what
correspondent to FUNDACION PEDIATRICA GUATEMALTECA derived from the operation of
lottery video games of Loteria del Nino. G) Any communication, notification,
domicile change, consent, request, demand and other notices related with the
purpose of this agreement will have to be done on a written form to the
following addresses: For ILAC, diagonal 6, 10-65, Zona 10, Guatemala City,
Centro Gerencial Las Margaritas, Torre I, office 61; b) For Thunderbird de
Guatemala: 14 Calle 3-51, Zona 10, Guatemala City, Edificio Murano Center, 11
Nivel, Office 1101. H) Parties are compelled to fulfill the following: a)
Mutually indemnify in case by the fault of one of them, the other effectively
suffers damages or incurs in expenses to defend its inheritance and its rights
derived from any action or trial against the other party that is not assiduously
defended by the respective party. Parties are compelled in case of a judicial
lawsuit against one of them, so that the party being sued by its own hires
necessary securities to guarantee results of such trials, and raise all
necessary

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precautions measures that would have affected the inheritance
or rights of the other party. I) ILAC is compelled not to authorize lottery
video games of Loteria del Nino at Centro de Convenciones of Hotel Westin Camino
Real located at 14 Calle 0-20, Zona 10, Guatemala City to a different entity to
Thunderbird de Guatemala. Likewise, Thunderbird de Guatemala, Sociedad Anonima
will not hire on a direct for neither by an intermediary will Fundacion
Pediatrica Guatemalteca the operation, rent supply for lottery video games
machines without previous authorization by ILAC.

SIXTEENTH: AMENDMENTS:Parties will be able to amend
the foregoing agreement solely under the mutual agreement, which will be
recorded in written exposing justifications of this case and with the same
formality of the foregoing instrument. Whatever is not amended, will expressly
be kept in force and valid.

SEVENTEENTH: CONTROVERSY SOLUTION:In case a
discrepancy exists between the parties about interpretation and application of
the foregoing agreement, the same will be solved between them, under mutual
comprehension basis and the best interest of the business holding to the laws of
the Republic of Guatemala, and no matter its place of formalization, negotiation
or fulfillment. In case they cannot reach an agreement differences will be
solved in accordance with the procedures of the Arbitrary and Conciliation Law
of Guatemala by means of an equity arbitrage by means of three arbitrates; the
place for the arbitrage will be in Guatemala City and the language of the
arbitrage will be in Spanish. Parties resign to request judicially any type of
caution measures during the in force of this agreement and the arbitrage,
indiscriminately of the title that could have to request such measures.

EIGHTEENTH: ACCEPTANCE:I, Notary ATTEST: (a) of all
expressed; (b) to have had at sight all instruments related; (c) to have read
completely the content of this agreement to the grantors, whom well aware of the
contents, purpose, validity and legal effectiveness, they accept, ratify and
sign it. [Two illegible signatures]. Before me [illegible signature]

[CONCLUSION AGREEMENT, written on two separate sheets
of paper:] Us, as first party, Walter Guillermo Samayoa Mendizabal, in
representation of Thunderbird de Guatemala, Sociedad Anonima, ("Thunderbird")
and as second party, Mario Augusto Castillo Arellano in representation of
Instituto de Loterias de las Americas y el Caribe, Sociedad Anonima ("ILAC") by
this act we agree to apply the following procedure to the effect of wind up the
agreement dated October 06, 1997, celebrated between International Thunderbird
Gaming Corporation and granted

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afterwards by Thunderbird de Guatemala, Sociedad Anonima by
one party and Instituto de Loterias de las Americas y el Caribe, Sociedad
Anonima as second party:

> a) Thunderbird and ILAC agree that the agreement referred
>     to will be concluded on March 15, 2003.
>     b) Thunderbird and ILAC agree that the money deposited in
>     the vault of the Lottery Video Hall and the money used for exchange,
>     approximately Q250,000 [Guatemalan currency] be divided in a 60% for
>     Thunderbird and a 40% for ILAC.
>     c) Thunderbird and ILAC agree that Thunderbird will be the
>     sole responsible for paying labor benefits to the personnel of the Hall and
>     will not claim to ILAC any funds to cover pending benefits. ILAC will not
>     claim any amount of the provision of labor benefits paid to Thunderbird to
>     cover does benefits since February 2002 until nowadays.
>     d) Thunderbird will cover ILAC the approximate amount of
>     Q80,000 (amount that includes interests and penalties) with the purpose of
>     objection for machines rent invoices of Thunderbird to ILAC to apply an
>     incorrect deduction percentage of the 4% when it had to be 5%.
>     e) Thunderbird and ILAC agree that expenses derived from
>     corresponding operation since February 01 to March 15, all of 2003 are paid
>     with the following funds: a) from the funds that until today are deposited
>     in a combined account of the 55% and if necessary any lack will be covered
>     b) from the account of the 4% of the operation that is pending of deduction
>     to Fundacion Pediatrica Guatemalteca at Banco Empresarial, Sociedad Anonima.
>     [Two illegible signatures]
>     f) Thunderbird will issue and render to ILAC invoices that
>     correspond issuing for the reimburse of expenses already made by ILAC, that
>     ILAC had declared as part of its expenses and the one that corresponds to
>     the arbitrage decisions, if that is the case.
>     g) Parties will solve in good faith and in accordance to
>     the agreement dated October 06, 1997 be used as reference to solve any other
>     issues that could be pending. Guatemala, March 11, 2003. Mario Augusto
>     Castillo Arellano. Instituto de Loterias de Las Americas y El Caribe,
>     Sociedad Anonima. . Walter Guillermo Samayoa Mendizabal. Thunderbird de
>     Guatemala, Sociedad Anonima.

/s/ Mario Augusto Castillo Arellano

/s/ Walter Guillermo Samayoa Mendizabal

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[ANNEX B, written on two separate sheets of paper.]

Capacities in which the People that work the verifications
that depend from the Instituto de Loterias de Las Americas y el Caribe, Sociedad
Anonima ("ILAC") y Thunderbird de Guatemala, Sociedad Anonima ("Thunderbird").

> a) The person will have one labor week of 45 days with an
>     ordinary working journey. Parties will be able to modify the Journey of such
>     person according to the Hall verification needs, as well as to determine
>     which will be the day of that person. That person will be able to absent to
>     render reports and other activities related with de Lottery Video Hall of
>     Hotel Camino Real that produces his absence during limited periods.
>     Thunderbird de Guatemala will be informed previously of those absences and
>     its length, the one that totally cannot exceed 20% of labor time.
>     b) Perform cash box appraisals and reviews on daily forms,
>     alternating, but covering all cash boxes.
>     c) Audit computer systems on daily forms and each time
>     that ILAC or Thunderbird considers it appropriately.
>     d) Compare appraisals and systems audits at least daily
>     and each time ILAC or Thunderbird considers it appropriately.
>     e) Review and audit lacks from cash box, request to the
>     supervisor in shift necessary and pertinent explanations and suggest
>     corrective measures.
>     f) Verify all manual operations payments or "hand pay"
>     according to approved procedures, in the way ILAC or Thunderbird indicates.
>     g) Inform daily to ILAC and Thunderbird about its
>     operations.
>     h) Verify NET WIN banking deposits to the corresponding
>     account rendered by the Manager in Shift or Cash Box Supervisor.
>     i) Verify deposits of taxes deductions.
>     j) Perform monthly "hard meter readings" and making
>     comparisons and ask for assistance to Thunderbird personnel that have such
>     operations under his charge to be able to make on a quick and efficient
>     manner. Thunderbird de Guatemala will provide necessary personnel to perform
>     such task.

/s/ Mario Augusto Castillo Arellano

/s/ Walter Guillermo Samayoa Mendizabal

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> k) Investigate errors and problems on functions of
>     machines for which Thunderbird will provide necessary reports.
>     l) Verify machines regularly alternating with the
>     equipment "Cobotron" or other that substitutes its functions.
>     m) Supervise "tokens" withdrawal with coins counter each
>     morning known as "drop and count" from time to time or whenever Thunderbird
>     of ILAC considers it appropriately.
>     n) Alternating verify "Soft Tickets" with system data.
>     o) Verify systems integrity from time to time using
>     necessary assistance.
>     p) Jointly with the accountant of Thunderbird, perform
>     cash inventories at the vault for certain time, at least monthly or when it
>     is required by Thunderbird and report to Thunderbird and ILAC about those
>     results.
>     q) Verify background documents of the cashiers and verify
>     signatures.
>     r) Verify that "yellow rolls" do not accumulate at Lottery
>     Video Hall coordinating its delivery afterwards to Fundacion Pediatrica
>     Guatemalteca.
>     s) Maintain a work relation with operations personnel.

Guatemala, March 11, 2003 /s/ Mario Augusto Castillo
Arellano, Mario Augusto Castillo Arellano. Instituto de Loterias de las
Americas y el Caribe, Sociedad Anonima

/s/ Walter Guillermo Samayoa Mendizabal, 
Walter Guillermo Samayoa Mendizabal. Thunderbird de Guatemala, Sociedad Anonima.



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