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

Third Restated Memorandum of Understanding

 

            This ThirdRestated Memorandum of Understanding (MOU-3) is entered into effectivethe 1stday of October 2001, by among:

1.         International ThunderbirdGaming Corporation, a Canadian Corporation ("Thunderbird") or its assign,Tunderbird-Panama BVI I ("Thunderbird").

2.         The VenezuelanEntertainment, C.A,. a Venezuela Corporation ("TVE");

3.         A new company to be formedand owned by Salomon Muci ("Sm.M.");

4.         Fiesta Casino Guayana, aVenezuela Corporation ("FCG");

5.         Aquilino de la Guardia;and

6.         International ThunderbirdGaming (Panama) Corporation, a Panamanian Corporation.

1.- **Recitals:**
a)         The Parties, with theexception of S.M. entered into two previous memorandum of understanding datedFebruary 09, 2001 and July 01, 2001.

b)         The Parties intend toenter into a formal Shareholder Agreement defining all of the Parties rights,duties and obligations as shareholders of FCG.

c)         The parties wish to causefurther capital to be invested into the Company to further solidify andstrengthen the Company.

d)         Without such capital, theCompany may not meet its obligations to Hotel Intercontinental Guayana.

e)         The parties wish to modifyprior arrangements and obligations of TVE to contribute more capital and payobligations to certain FCG Shareholders.

2.- **New Capital Contributions:**
S.M. on behalf of TVE will pay Thunderbird US$ 271,691.00, which is theamount related to the seven percent (7%) of their shares established in secondMOU within the schedule set in the Second MOU. If any amounts are not made on orbefore the due dates, TVE shall forfeit all rights to purchase the 7% interestof the Thunderbird Parties set forth in paragraph 3 of the Second MOU.

On the other hand TVE will pay directly to Arocha Herrera & Asociados (TheLawyers) US$. 300,000.00. With this obligations, TVE contributions to FCG willbe settled meaning that the amount of US$ 453.245,00 due under paragraph 2 ofthe Second Restated MOU, will be taken as fully pay (TVE today's outstandingbalance is US$ 254,245.00) and the difference between those amounts (US$46,755.00) will apply to the loan account of TVE.

S.M. shall contribute to the capital of FCG US$ 1,500,000.00 according to thefollowing schedule: eight (8) equal monthly payments of US$ 187,500.00 beginningOctober 10, 2001.

S.M. (Finaram, C.A. borrower) has subscribed with BANESCO BANCO UNIVERSAL,C.A., (lender) a credit line in the aggregate amount of US$1,500,000.00 to beused as a pledge to guarantee the obligations and responsibilities of FCG withHotel InterContinental Guayana, C.A.

3.- **New Capital Accounts**
Only if each party timely meets their obligations to pay the amounts setforth herein the capital and ownership interest of the parties in FCG shall beas follows.

Party                                    Capital                             Interest in Profit and Losses
Thunderbird Parties          1,833,753.00                                      40%

TVE                                 1,400,659.00                                      40%

SM                                   1,500,000.00                                     20%

All profits and losses of the business shall be paid according to thepercentages set forth above.

4.- **Loans**
The parties hereto agree that the following represents the outstandingamounts owed to the parties as shareholder loans:

1.            Thunderbird Parties                US$ 703,653.00

2.            TVE                                       US$ 378.972.00

Such amounts shall be paid pro rata from amounts first available fordistribution to shareholders, before any other profit distributions toshareholders.

5.- **Management and Control**
The Parites agree that within 15 days of the date of this Third MOU theparties shall enter into a shareholders agreement for FCG that shall contain, ata minimum, the following terms notwithstanding anything contained in the FCGArticles of Incorporation or any other document submitted to any VenezuelanGovernment agency.

a.            Thunderbird shall have the right to elect two directors to the board and S.M.and TVE shall each have the right to elect one director, for a total of 4directors.

b.            Each party shall have the pro rata right of first refusal to purchase the sharesof another party selling all or a portion of its interest in FCG.

c.            The parties have no noncompete obligations to any of the other shareholdersexcept with respect to the operation of FCG.

d.            All disputes shall be governed by Venezuela law and venue shall be in Miami,Florida. The resolution of all disputes shall be through arbitration with theAmerican Arbitration Association.

6.- **Restructure of Ownership of FCG**
Conditioned upon the payments set forth hereunder the ownership structureshall be revised as follows:

1.            All interst of TVE or its partners in SAEI shall be transferred to Thunderbird.

2.            SAEI shall own 40% of the shares of FCG

3.            TVE shall own 40% of the shares of FCG

4.            S.M. shall own 20% of the shares of FCG

The parties will do whatever is needed (documents, books, etc) to fullytransfer the property of the shares to TVE and SM within ten (10) days.

7. **Security to Hotel Guayana**
S.M. subscribed with BANESCO BANCO UNIVERSAL, C.A., a credit line by US$1,000,000.00 and a pledge by US$ 500,000.0 in order to guarantee the obligationsand responsibilities of FCG in order to secure the payment of amounts set forthin the Convenio Modificatorio, Exhibit A hereto, incorporated herein by thisreference. The parties acknowledge there may be some minor modifications to theConvenio Modificatorio.

8. **Dispute Rsolution**
all dispute resolution between the parties as to all matters shall be thesame as set forth in paragraph 5 "d" above.

9. **Miscellaneous**
a)            The parties hereto agree individually and through their entities, to take allactions necessary, within TEN (10) business days of today date to accomplish theacts described herein, including execution and preparation of documents.

b)             Ifthere are any inconsistencies between any of the two previous MOU's, then theprovisions contained in this MOU-3 shall prevail. All other agreements of theparties shall remain in effect if not expressly contradicted by this Agreement,which shall prevail over prior documents.

c)            All amounts herein shall be denominated in U.S. Dollars.

10. **Parties: Each of th Parties signing this MOU-3 represent andwarrant that each has the authority to bind such Party to the provisionscontained in this MOU-3**
International Thunderbird Gaming Corporation

/s/_*Jack R. Mitchell*_______________________By: Jack R. Mitchell

T.H.E. Venezuelan Entertainment, C.A.

/s/_*Francisco Arocha H.*___________________By: Francisco Arocha H.

S.M.

/s/_*Clay Hardin*__________________________By: Clay Hardin