----

EXHIBIT 4(a)(3)

SECOND RESTATED MEMORANDUM OF UNDERSTANDING

 

Effective the 1st day of July 2001, the followingparties enter into this Second Restated Memorandum of Understanding ("Mou"):

- International Thunderbird Gaming Corporation, a Canadian Corporation  ("Thunderbird) and   The Venezuelan Entertainment, C.A., a Venezuelan Corporation ("TVE") 
- Recitals :     a) There exists certain issues between the shareholders of  South American Entertainment Investments, Inc. ("SAEI") and Fiesta Casinos  Guayana, C.A. ("FCG"). This Mou is intended to create a binding agreement to  resolve all outstanding issues and provide a new structure of ownership of  SAEI and FCG.    (b) The parties wish to consolidate the ownership of the  operating company, FCG, into two entities: (a) TVE, which shall represent all  the Venezuelan ownership and (b) SAEI which shall represent the ownership of  Thunderbird, International Thunderbird Gaming (Panama) Corporation  ("Thunderbird- Panama") and Entertainment Ventures & Consultants, Inc.  ("EVC"), collectively referred to as the "Thunderbird Parties".    (c) The parties agree to take all actions within their  powers to accomplish the acts set forth herein.    Capital and Loans
:  
Subject to minor adjustment for accounting corrections and  additions, the parties agree that the amount advanced by the Thunderbird  Parties after February 1, 2001 is $626,331 and the amount advanced by TVE is  $173,086. The difference of $453,245 shall be paid by TVE into the capital of  FCG in not less than four equal weekly payments, beginning July 16, 2001. .  The parties agree that the balance of capital and loans of the parties in FCG,  after taking into account the original TVE premium ($326,750) and Cash Call #3  ($500,000), is as follows:

                         Capital                                          Loans
                                 a)  Thunderbird Parties                      $1,207,422                   $  703,653

                                 b)  TVE                                             $   774,328                  $  332,217

                                          TOTAL:                              $1,981,750                   $1,035,870    The above capital accounts shall be increased by the advances of both    parties after February 1, 2001 as such payments are equalized pursuant to    this paragraph.

At the election of TVE, all amounts herein set forth may be audited to    determine if they were actually contributed or expended as the case may be.    The fairness of the amount shall not be subject to audit or dispute. 
Ownership-existing and after transfer
.
          The  existing ownership of the parties is as follows:
1. Thunderbird Parties57%2. TVE43%

Thunderbird shall cause 7% of the Thunderbird Parties'    interests of SAEI in FCG to be transferred to TVE such that TVE owns 50% of    the capital of FCG. TVE shall cause all of its interests in SAEI to be    transferred to the Thunderbird Parties, according to the instructions of    Thunderbird. After such transfers, TVE shall own 50% of FCG shares and    capital and SAEI shall own the remaining 50%. The parties' loan receivables    shall remain unchanged.

As consideration for such transfers, TVE shall pay to the    Thunderbird Parties (as directed by Thunderbird) an amount equal to 7% of    the book value of FCG plus 20% of such amount ("the Buyout"). The book value    after payment of the $453,245 set forth in paragraph 2 shall be $3,234,412    The Buyout amount is $271,691 The Buyout shall be paid as follows:

1/3 within 60 days following the opening of the casino in Puerto      Ordaz; 
1/3 within 120 days following the opening of the casino; and 
the balance 180 days following the opening of the casino. 

The parties acknowledge these transactions will require    execution of further transfer documents, bank consents, and governmental    approvals. The parties agree they will appoint a lawyer to prepare documents    to reflect the terms of this Memorandum of Understanding in Fiesta Casinos    Guayana, C.A.. The parties shall do all things necessary to accomplish the    acts described herein. 

Board of Directors
. There shall be a board of directors of four (4)  persons for FCG, two shall be appointed by TVE and two by SAEI. The initial  board members shall be Jack R. Mitchell, Elias Abilahoud, and . Each member  may appoint a substitute member who may sit in their place at any duly noticed  meeting. All decision made by the Board of Directors meeting need a minimum  approval of three votes.  
Board meetings shall be held the third Wednesday of each  month in Caracas, Venezuela.
  Management Committee
. TVE and SAEI shall appoint one person each who  shall be present and responsible for day to day management of the business.  They shall consult on all important matters and take any disagreement to the  Board, whose decision shall be dispositive on the issue. All expenditures  shall be submitted to both managers for their written approval. Each manager  may have a designated substitute.  
Auditors
. The parties agree that FCG shall be audited each year. If  for other business reasons of each party, two different auditors are used, FCG  shall pay one-half the cost of each auditor.( For the purpose of this amount  the 50% will be base on the lowest auditor cost).  
Legal counsel
. Each party shall have their own legal counsel, except  that the parties shall jointly select legal counsel for FCG. Initially, the  parties appoint Carlos Ayala. FCG shall pay the fees payable for any corporate  documents of FCG drafted by Carlos Ayala and the transfer documents applicable  to SAEI and TVE described herein.  
Guaranties
. The parties shall cause cross-guaranties to be executed  for all FCG obligations guaranteed by Thunderbird, Thunderbird Panama, any  Hotel Tamanaco Entity, or Shareholder of any such entity. The cross guaranties  up today are the following: 
  8.1 The purchase, by Thunderbird-Panama (for the benefit of Fiesta Casinos  Guayana, C.A.), to 
IGT
 (the "
Supplier
") sixty four slot machines  and related gaming equipment to be installed in the FCG casino in Puerto  Ordaz, Venezuela at a cost of US $461,503 as evidenced by that certain  Purchase and Sale Agreement dated August 30, 2000 executed by and between the  Supplier and Thunderbird-Panama (the "
Equipment Financing
"); and
  8.2 
Interbank Seguros, C.A.
 (the "
Insurer
") has agreed to issue  three compliance bonds in favor of Fiesta Casinos Guayana, C.A.. The Insurer  issued these bonds, one in the amount of $400,000 to guarantee the completion  of the build-out of the FCG casino, one in the amount of $2,000,000, to  guarantee the completion of the construction of the "Event Center"; in Puerto  Ordaz, Venezuela; and one in the amount of US$ 635,000 to gurantee to The  Comision Nacional de Casinos the payments of all the prizes to the gamers. The  Insurer required, as a condition to the issuance of the bonds, Hotel Tamanaco  C.A.'s guarantee thereof (the "
Guaranty
"); and
  8.3 
Del Sur, Entidad de Ahorro y Prestamo, C.A.
, a Venezuelan financial  institution (the "
Lender
"), has made available to Fiesta Casinos  Guayana, C.A., a Venezuelan Bolivares loan in an amount equal to US $3,000,000  (the "
Loan
") the proceeds of which shall be used to develop, construct,  install and operate the FCG casino in Puerto Ordaz, Venezuela. The Loan is  evidenced by a certain "
Documento de Linea de Credito
" entered into by  FCG and Thunderbird for the benefit of the Lender dated December 21, 2000 (the  "
Loan Agreement
"). In order to secure the Loan, the Lender required,  among other things, Thunderbird's guarantee of the face amount of the Loan.  
TVE responsibilities
. TVE shall manage through its FCG manager  designee all matters relating to Venezuelan permitting, development,  construction, unions, and government. All approvals shall be made by the Board  of Directors.  
Thunderbird responsibilities
. Thunderbird shall manage through its FCG  manager designee the operation, design and interior construction of the casino  business of FCG. All approvals shall be made by the Board of Directors.  
New capital or loan
. The Board of Directors shall determine when new  capital or shareholder loans are required. Each party shall put 50% of new  loans or new capital. The parties shall have 30 days to fund an approved cash  call. Failure to fund their share shall result in dilution of their capital  interest. Capital calls or new loans may not be required for new projects  without unanimous board approval.  
Distributions
. Available cash from operations of FCG business shall be  distributed quarterly so long as the following amounts have been paid or  reserved:
   
- all expenses of operation, including all current payables; and     dues of principal and interest to creditors of FCG; and    
a reasonable reserve for all taxes; and    
a reserve for one month's operating expenses as determined by the    approved budget and severance payments. 
 
Budget
. At the first board meeting after the opening of the Casino in  Puerto Ordaz, Thunderbird shall present an operational budget for the Board's  approval. The budget shall be periodically revised and resubmitted if history  demonstrates it is not reasonably accurate. 
   
Major Corporate Actions
. The following actions ("Major Actions") shall  require the approval of both parties. If either party does not approve the  transaction then there shall be a "Deadlock Event" which shall be governed by  paragraph 15, which follows. The major actions are: 
   
- The sale or transfer of a substantial part of the business: 
- The admission of a new shareholder in SAEI or TVE; 
- A merger of FCG into another entity 
- A change in the business of FCG 
- Any other actions or matters agreed by the parties upon execution of the    transfer documents.       

Deadlock Event
. In the case of a deadlock event, the parties agree  to the following procedure: SAEI shall have 15 days after notice of the  Deadlock Event to name a price for the business. TVE may purchase or sell  based upon the named price. The price shall be amortized over 36 months with  interest at 15%. TVE shall have 15 days to determine if it will buy or sell  the business. 
 
Sale of Interest in FCG
. If there is a sale of all of a  shareholders interest in FCG, the nonselling party shall have the right for  twenty (20) days to match the economic terms and conditions of the sale of the  shares and thereby purchase the shares.
   

Tamanaco Hotel Casino. All the parties agree to  resign the contract signed between Hotel Tamanaco, C.A. and SAEI.  
Outstanding issues. This document and the documents  referred to herein shall dispose of any and all outstanding issues between the  parties and they shall release each other from any and all liability from past  matters.  
US Dollars. All amounts herein shall be denominated  in US dollars, including any interest. ** 

International Thunderbird Gaming Corporation**
/s/ *Jack R. Mitchell*_______________________________________Jack R. Mitchell
**T.H.E. Venezuelan Entertainment, C.A.**
/s/ *Daniel Matos*_______________________________________Daniel Matos 

By their signatures below the following agree to all thematters set forth in this agreement and to take all steps necessary toaccomplish its fulfillment. 

/s/ *Daniel Matos*_____________________________Daniel Matos, individually and as to TVE

/s/ *Aquilino de la Guardia*____________________________Aquilino de la Guardia, individually and as to EVC

/s/ *Clay Hardin*____________________________Clay Hardin, as to Thunderbird Panama