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EXHIBIT 4(a)(2)

AMENDED AND RESTATEDMEMORANDUM OF UNDERSTANDING

1. This Amended and Restated Memorandum of Understanding (this "Restated    MOU") is entered into this 9th day of February 2001 by and    among International Thunderbird Gaming Corporation ("Thunderbird"),    T.H.E. Venezuelan Entertainment, C.A. ("TVE"), Entertainment &    Ventures Consultants, Inc. ("EVC"), and International Thunderbird    Gaming (Panama) Corporation ("Thunderbird-Panama") (collectively    referred to as the "Shareholders"). This Restated MOU amends and    restates in its entirety that certain MOU entered into by and among the    Shareholders dated 22 June 2000 (the "Original MOU").

2. Each Shareholder presently owns a direct or indirect interest in a    holding company known as South American Entertain Investments, Inc. ("SAEI").    SAEI was formed in January of 200 for the purpose of creating a legal    framework to develop, construct, install, and operate casino and other    gaming facilities in Venezuela. Presently, the equity structure of SAEI is    as follows: Thunderbird (33%), TVE (33%) EVC (20%) and Thunderbird-Panama    (14%). SAEI's first investment was the funding and capitalization of a    Venezuelan operating company known as Fiesta Casinos Guayana, C.A. ("FCG").    FCG was recently awarded a pre-license to install a casino in the    Inter-Continental Hotel in Puerto Ordaz, Venezuela from the "***Comision    Nacional de Casinos, Salas de Bingo y Maqunias Traganiqueles***" (the "Gaming    Law" prohibits foreign equity ownership in a Venezuelan gaming licensee    to exceed eighty percent (80%). As a result of this legal requirement, the    Shareholders agreed that the equity in FCG would be held 80% by SAEI and 20%    by TVE, a Venezuelan entity. Nonetheless, all Shareholders acknowledge and    agree that the intended and actual equity positions in FCG are identical to    the current equity structure of SAEI and, in order to accurately document    such agreement, TVE agrees to execute an assignment agreement irrevocably    assigning all of its shareholder rights in FCG for the pro-rata benefit of    each of the Shareholders in SAEI. In addition, each Shareholder agrees that    all financial and other benefits and costs that accrue to TVE due to its 20%    equity position in FCG shall be transferred to the SAEI Shareholders on a    pro-rata basis.

3. FCG recently obtained a Venezuelan Bolivares loan in an amount equal    to US$3,000,000 for a three-year term from a local Venezuelan financial    institution to help finance the development, build-out, installation and    opening of the FCG casino. This loan was secured by a pledge of FCG's stock    and a corporate guaranty by Thunderbird. Thunderbird agreed to provide its    guaranty subject to each Shareholder agreeing to indemnify Thunderbird up to    that amount which is equal to its pro-rata share in SAEI. In order to    perfect this indemnification, each Shareholder agrees to execute    simultaneously herewith the "Del Sur Indemnity Agreement" attached hereto as    "Exhibit A." In addition, FCG recently secured a two compliance bonds    from Interbank Seguros, S.A. in a combined amount equal to US $2,400,000 to    guarantee the completion of the construction of the "Event Center"    ($2,000,000) and the remodeling and installation of the "Casino" ($400,000)    in Puerto Ordaz. These bonds were secured by a guaranty issued by Hotel    Tamanaco, C.A. ("HTCA") (on behalf of TVE) subject to each Shareholder    agreeing to indemnify HTCA up to that amount which is equal to its    Shareholder agreeing to indemnify HTCA up to that amount which is equal to    its pro-rata share in SAEI. In order to perfect this indemnification, each    Shareholder agrees to execute simultaneously herewith the "Bond Guaranty    Agreement" attached hereto as Exhibit B. Finally, FCG has purchased    from IGT a certain number of slot machines to be installed in the "Casino"    in Puerto Ordaz. This purchase, in the amount of $461,503, was financed by    IGT and guaranteed by Thunderbird-Panama subject to each Shareholder    agreeing to indemnify Thunderbird-Panama up to that amount which is equal to    its pro-rata share in SAEI. In order to perfect this indemnification, each    Shareholder agrees to execute simultaneously herewith the "Equity Guaranty    Agreement" attached hereto as Exhibit C. Going forward, each    Shareholder agrees to indemnify, to the extent of its pro-rata equity    position in SAEI or any other Holding Company, as the case may be, any and    all other Shareholders for any future guaranty issued by it on behalf of FCG    or other Operating Company so long as such guaranty has received written    approval from the Board of Directors of SAEI or other appropriate Holding    Company.

4. The Shareholders have determined that a restructuring of the entities    under which they operate is necessary to pursue and successfully achieve the    objectives of developing, installing and operating casinos in Venezuela.    This determination is based on the Shareholders' desire to (i) strengthen    the local equity position in FCG and all future Operating Companies, (ii)    clarify the corporate governance of FCG, SAEI and each new Operating Company    and Holding Company it forms, and (iii) allow each Shareholder to comply    with its respective legal, tax, financial and public reporting requirements.

5. As a result of this determination, the Shareholders have agreed to    restructure the equity positions in SAEI. Each Shareholder agrees to allow    TVE to increase its equity position in SAEI from thirty-three percent (33%)    to forty-three percent (43%). Each of the other Shareholders of SAEI agrees    to this increase in TVE's equity position, and as a consequence, each such    other Shareholder agrees to reduce its respective equity position in SAEI so    that the new equity structure of SAEI would be as follows:

> 
**SAEI:**- TVE (43%)
- THUNDERBIRD (30%)
- EVC (15%)
- THUNDERBIRD-PANAMA (12%

**FCG:
- SAEI (80%)
- TVE (20%)

6. In consideration for its increased equity position, TVE agrees to    contribute to SAEI an amount equal to $689,868 according to the schedule    herein set forth or as otherwise agreed to in writing by the parties hereto:

a. $500,000 in cash (representing 10% increase in capital position)      b. $189,868 in cash (representing its increased pro-rata share of SAEI      cash calls to date and FCG accumulated incurred expenses through November      30, 2000).

$150,000 December 12, 2000        $239,868 January 12, 2001        $100,000 February 12, 2001        $100,000 March 12, 2001        $100,000 April 12, 2001

7. The Shareholders intend to establish one or more new operating    companies in the future for new casino and other gaming projects in    Venezuela (each referred to as an "Operating Company"). Presently,    the Shareholders have identified three new casino projects, one each in the    cities of Maracaibo, Valencia and Caracas, Venezuela. In order to pursue the    development of these new projects, the Shareholders agree to form a new    Operating Company for each location (i.e. Fiesta Casinos Del Lago ("FCDL"),    Fiesta Casinos Valencia, and Fiesta Casinos Tamanaco. The Shareholders agree    that the equity structure of each new Operating Company shall be constituted    as follows:
TVE (43%)
Thunderbird (40%)
EVC (17%)

8. The Shareholders intend to establish one or more new holding companies    ("Holding Companies") in the future to purchase and hold shares in    each of the new Operating Companies.

9. The Shareholders agree to subject an application to the Gaming    Commission to seek approval for each new Operating Company to be qualified    as a legal owner/licensee of a casino or other gaming facility in Venezuela.

10. Subject to local Venezuelan corporate law, each Shareholder agrees    that any and all decisions involving capital contributions, dividend    distributions, share transfers, liquidation rights, voting rights, and all    other rights of the Shareholders (collectively, the "Shareholders Rights")    in FCG, SAEI and all future Operating Companies and Holding Companies shall    be made according to each Shareholder's respective equity position therein    unless otherwise agreed to in writing.

11. All rights and obligations of the Shareholders in FCG, SAEI and all    future Operating Companies and Holding Companies shall be established in    specific "Shareholder Agreements") which shall be supplemented with    any other ancillary agreement determined to be necessary to carry out in    good faith the spirit and intent of this Restated MOU. Each Shareholder    Agreement shall contain a clear description of all Shareholders Rights and    obligations and include provisions that will determine how FCG, SAEI and all    future Operating Companies and Holding Companies, respectively, shall be    managed and operated.

12. Each Shareholder agrees that the Board of Directors for FCG and SAEI    shall be reconstituted to more accurately reflect the capital restructuring    set forth and agreed to hereinabove. The reconstituted Boards of Directors    for FCG and SAEI shall be comprised of six members, three from TVE, two from    Thunderbird and one from EVC. In the case of a deadlock on any issue voted    on by the Board, Jack Mitchell, in his capacity as President of Thunderbird,    shall have the tie-breaking vote. It is the intent of the Shareholders to    implement these changes to the Boards of FCG and SAEI after the opening of    the FCG casino and the issuance of the permanent "Operational License" by    the Gaming Commission. At such time, the appropriate Shareholders' and Board    meetings shall be held to legally document and register such changes. In the    interim, the Shareholders agree to create and implement an interim    decision-making mechanism to assure prudent and timely decisions are made to    facilitate the completion and opening of the casino in Puerto Ordaz.

13. Each Shareholder agrees that, for each new Operating Company and    Holding Company established, a Board of Directors shall be formed identical    in number and function as the reconstituted Boards of SAEI and FCG described    in Paragraph #12 above.

14. Subject to the terms and conditions agreed to in each Shareholder    Agreement, if a Shareholder chooses to sell its shares in FCG, SAEI or any    operating Company or Holding Company formed in the future, the remaining    Shareholder(s) shall have the first right of refusal to purchase any or all    of such shares being sold in accordance with its pro-rata equity share    therein, and, upon a decline to do the same by any one or more of the other    eligible Shareholder(s), the non-declining Shareholder(s) shall have the    first right to purchase all remaining shares in accordance with its    respective pro-rata equity share therein. Each Shareholder reserves the    right to decline participation in any future gaming project in    Venezuela identified or proposed by any other Shareholder without    jeopardizing its participation in FCG or SAEI or any other existing or new    Operating Company or Holding Company.

15. Each Shareholder acknowledges and agrees that the following    accurately identifies the Shareholder cash capital contributions invested in    FCG as of the date hereof:

Shareholder                            Amount of Contribution- Thunderbird                       $346,500
- TVE                                  $346,500
- EVC                                  $210,000
- Thunderbird-Panama     $147,000

16. Each Shareholder acknowledges and agrees that the following    accurately identifies the expenses incurred toward the development of FCG    and further agrees that all expenses incurred through January 31, 2001 shall    be reimbursed from first available cash flow from the FCG casino on a    pro-rata basis:

17. Each Shareholder agrees that final acknowledgment and recognition of    the cash call amounts and the accumulated incurred expenses set forth in    paragraphs #15 & #16 above shall be subject to completion of an independent    audit.

18. Each Shareholder agrees to fund all future capital requirements    necessary to complete the build-out of the FCG casino and Event Center on a    pro rata basis.

19. Each Shareholder agrees that all pre-approved expenses directly    attributable to the development of any future casino project in Venezuela    incurred by any Shareholder shall be reimbursed to such Shareholder in a    timely manner by the appropriate Operating Company or Holding Company. The    Shareholders agree to create and implement an approval mechanism that shall    provide for prudent and timely decisions.

20. It is the intent of the Shareholders to structure all future gaming    projects in Venezuela according to the terms and conditions set forth in    this Restated MOU.

21. Each Shareholder agrees in good faith to perform all acts and execute    all additional documents necessary to carry out the full intent of the    agreements set forth herein.

22. Each Shareholder acknowledges and agrees that this Restated MOU    amends and restates in its entirety the Original MOU. This Restated MOU    contains the complete understanding and agreement of each of the    Shareholders with respect to the content hereof.

23. This Restated MOU may be executed by facsimile in two or more    counterparts, each of which shall be deemed an original, but all of which    when taken together shall constitute one and the same instrument.
**International Thunderbird Gaming Corporation**
/s/ Jack R. Mitchell                              By: Jack R. Mitchell    Its: President
**T.H.E. Venezuelan Entertainment, C.A.**
/s/ Daniel Matos for "Tamanaco       By: Daniel Matos for "Tamanaco     Entertainment, C.A."    Its: President
**Entertainment & Ventures Consultants, Inc.**
/s/ Harry Strunz Jimenez                      By: Harry Strunz Jimenez    Its: President
**International Thunderbird Gaming (Panama) Corporation**
/s/ Clay Hardin                                    By: Clay Hardin    Its: President**