Ex 4(a)(7) Shuffle Master Settlement Agreement





EXHIBIT 4(a)(7)

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE


            This
Settlement Agreement and Mutual General Release ("Agreement") is made and
entered into as of the latest date of execution by a Party (the "Effective
Date"), and is by and between: Shuffle Master, Inc., a Minnesota corporation
("SMI"); Shuffle Master Australia Pty Ltd, an Australian corporation organized
under the laws of the state of Queensland ("SMA"); Nesbit (Trading) Pty Ltd,
previously known as Gaming Products (Trading) Pty Ltd, an Australian corporation
organized under laws of the state of Queensland ("GPT"); Nesbit (Manufacturing)
Pty Ltd previously known as Gaming Products (Manufacturing) Pty Ltd, an
Australian corporation organized under the laws of the state of Queensland
("GPM"); Nesbit (Investments) Pty Ltd, previously known as Gaming Products
(Investments) Pty Ltd, an Australian corporation organized under the laws of the
state of Queensland ("GPI"); Gaming Products Pty Ltd, an Australian corporation
organized under the laws of the state of Queensland ("GPP") (collectively, SMI,
SMA, GPT, GPM, GPI and GPP are referred to herein as the "Quick Draw Parties");
and International Thunderbird Gaming Corporation, a Canadian corporation
("ITGC"). Each of SMI, SMA, GPT, GPM, GPI, GPP and ITGC are collectively
referred to as the "Parties", and each individually is referred to as a "Party".
GPT, GPM, GPI and GPP are collectively referred to as the "GP Entities". This
Agreement is intended by the Parties to settle and extinguish all obligations,
disputes and differences, existing or potential, as hereinafter set forth.


RECITALS




WHEREAS, in 1999, 2000 and 2001, ITGC, on the one hand, and the GP Entities,
on the other hand, entered into a series of agreements including without
limitation that certain letter agreement between the GP Entities and ITGC, dated
May 17, 2000, as amended by that certain letter agreement dated July 20, 2000
(collectively the "Letter Agreements"). The end result of the Letter Agreements
was that ITGC believed that the GP Entities owed it future royalties based on
future distribution of certain of the GP Entities' products.

WHEREAS, in April 2001, SMA acquired the stock of GPP and all of the assets
of the other GP Entities and also assumed certain liabilities of the other GP
Entities, all pursuant to an Acquisition Agreement (the "Acquisition Agreement")
between, among others, SMA and the GP Entities. 

WHEREAS, SMI is not an obligor under or pursuant to the Acquisition Agreement
and acquired no assets and assumed no liabilities of any of the GP Entities nor
acquired any stock of GPP. 

WHEREAS, IGTC believes that SMI owes it certain sums in connection with the
Letter Agreements and in connection therewith, has filed a lawsuit (the
"Litigation") against SMI and certain other unnamed entities, in the Superior
Court for the County of San Diego, State of California, case number GIC 782954,
in which ITGC asserted claims against SMI in the amount of $389,000.00 U.S. As
of the date hereof, SMI has not been served in the Litigation.

WHEREAS, SMI and SMA each expressly deny any liability of any kind whatsoever
to ITGC, including without limitation as alleged in the Litigation. 

WHEREAS, the Quick Draw Parties, on the one hand, and ITGC, on the other hand
now desire to cause the Letter Agreements to be terminated, to end the
Litigation, and to settle and extinguish all of their differences, disputes and
claims, existing or potential, as between them.

NOW, THEREFORE, in consideration for the payment to ITGC, the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt of which is acknowledged, the Parties agree as follows:

 


AGREEMENT




  	Incorporation of Recitals and Definitions. The above recitals and
  definitions are incorporated herein by reference. 

  
	Further Assurances. Each Party agrees to cooperate fully and
  execute any and all supplementary documents and take all additional actions
  that any other Party may deem reasonably necessary or appropriate to give full
  force or effect to the terms and intent of this Agreement. 

  
	Termination of Letter Agreements. 

 
  	        The Letter Agreements are
    hereby terminated in their entirety and any and all of the Parties' rights,
    responsibilities, and obligations pursuant to the Letter Agreements are
    hereby extinguished. Specifically without limitation, ITGC shall have no
    rights of any kind whatsoever under the Letter Agreements against any Quick
    Draw Party, and no Quick Draw Party shall owe any amounts, whether now or in
    the future, to ITGC, in any way whatsoever relating to or pursuant to the
    Letter Agreements. 

  
	        ITGC expressly represents,
    warrants and agrees that the Letter Agreements constitute the only basis on
    which ITGC has any claims against any of the Quick Draw Parties, or the
    Quick Draw Party Releasees (as hereafter defined).

  


  
	Dismissal of Litigation. Concurrently upon the execution of this
  Agreement, ITGC, as its sole cost, shall cause the Litigation to be dismissed
  with prejudice. 

  
	Payment. Concurrently upon the execution of this Agreement, GPT
  shall cause ITGC to be paid the sum of $150,000.00 U.S. Of this amount, GPT
  authorizes SMA to pay, on GPT's behalf and out of funds belonging solely to
  the GP Entities and which are in the possession of SMA, the sum of $130,000.00
  U.S. The remaining balance of $20,000.00 U.S. shall be paid by SMA on GPT's
  behalf. By execution of this Agreement, ITGC expressly acknowledges that SMI
  is not paying any amounts to ITGC or otherwise under this Agreement.
  "Execution" for purposes of this paragraph means that each Party has signed
  the Agreement in counterpart and transmitted the signature pages to Tony
  Freestone, attorney for the GP Entities, and Jerry Smith, attorney for SMI, no
  later than May 15, 2002. Once such signatures are received, then payment shall
  be made to ITGC via wire transfer to:
  Bank Name: Borrego Springs Bank

  7777 Alvarado Road, Suite 114

  La Mesa, CA 91941

  Phone: 619-668-8147

  Account Name: Albert Attalah, Attorney

  Attorney/Client Trust Account

  Account Number: 4300106

  ABA Routing Number: 122239584

  If such wire transfer is not made within three (3) business days after
  Freestone and Smith each receives the aforementioned signature pages, then
  this Agreement will be null and void.

    

	Representations and Warranties of ITGC. ITGC represents and
  warrants to each Quick Draw Party that, as of the Effective Date: 

 
  	        ITGC has not assigned or
    otherwise transferred (voluntarily or involuntarily) in any manner any claim
    of any kind relating to the subject matter of this Agreement. In the event
    that any claim, action, demand or suit should be made or instituted against
    any Quick Draw Party because of any such purported assignment, subrogation,
    transfer, sale, offer for sale, and/or distribution, ITGC shall indemnify,
    defend and hold harmless each Quick Draw Party against such claim, action,
    suit or demand, including necessary expenses of investigation, attorney's
    fees and costs; 

  
	        the execution, delivery and
    performance by ITGC of its obligations under this Agreement (i) are within
    its corporate power; (ii) have been duly authorized by all necessary
    corporate action, (iii) do not contravene any law or any contractual
    provision binding on it and (iv) do not require any consent or approval of
    any person or governmental authority except such consents and approvals as
    have been obtained and are in full force and effect; and

  
	        this Agreement constitutes
    the legal, valid and binding obligation of ITGC and is enforceable in
    accordance with its terms. 


  

	Representations and Warranties of each Quick Draw Party. Each
  Quick Draw Party represents and warrants to ITGC that, as of the Effective
  Date: 

 
  	        the execution, delivery and
    performance by each Quick Draw Party of its obligations under this Agreement
    (i) are within its corporate power, (ii) have been duly authorized by all
    necessary corporate action, (iii) do not contravene any law or any
    contractual provision binding on it and (iv) do not require any consent or
    approval of any person or governmental authority except such consents and
    approvals as have been obtained and are in full force and effect; and

  
	        this Agreement constitutes
    the legal, valid and binding obligation of each Quick Draw Party and is
    enforceable in accordance with its terms.

  


  
	Additional Representations and Warranties. Each Party hereto
  represents and warrants to the other: 

 
  	        Each of the Parties has made
    an investigation of the facts and the law pertaining to the matters
    described in this Agreement, as such Party deems necessary, and none of the
    Parties hereto has relied or does rely on any promise or representation made
    by any other Party with respect to any such matters, except such promises
    and representations which are set forth in this Agreement.

  
	        This Agreement in all
    respects has been voluntarily and knowingly executed by each of the Parties
    based on the advice and with the approval of their respective legal counsel.

  
	        The Parties each acknowledge
    that they have read this Agreement, that they are relying solely upon the
    contents of this Agreement, and are not relying upon any other oral or
    written representations, warranties, or inducements whatsoever as an
    inducement to enter into this Agreement, other than those referenced herein,
    and acknowledge that no oral or written, express or implied representations,
    warranties, or covenants have been made, which are not referenced in this
    Agreement.

  
	        The Parties agree that they
    have been represented by counsel and have cooperated on the drafting and
    preparation of this Agreement. In any construction to be made of this
    Agreement, the same shall not be construed for or against any particular
    Party, but rather the Agreement is to be construed to implement the intent
    of the Parties.

  
	        The individuals executing
    this Agreement for each Party, respectively, are duly authorized
    representatives and each such individual has the requisite authority to
    enter into this Agreement on behalf of his or her principal and all persons
    who sign this Agreement on behalf of a corporation represent and warrant
    that they have actual authority to sign this Agreement on the corporation's
    behalf.

  


  
	Release of each Quick Draw Party by ITGC. 

 
  	        The Payment and releases
    described herein are in settlement of all of ITGC's claims against each and
    every Quick Draw Party, including, without limitation, any and all claims:
    i) related to the Letter Agreements; ii) that are or could have been
    asserted in the Litigation; or iii) of any other kind, known or unknown.

  
	        Except for any obligations
    arising under this Agreement, and the representations, warranties and
    agreements of the Quick Draw Parties contained in this Agreement, ITGC, for
    itself and on behalf of its respective past and present employees, agents,
    shareholders, partners, officers, directors, subsidiaries, predecessors,
    affiliates, insiders, joint venturers, administrators, trustees,
    representatives, agents, successors and assigns, members, vendors,
    suppliers, customers (direct and indirect) and insurers, and any affiliates
    of each of the foregoing (collectively, the "ITGC Releasors"), discharges
    and releases each and every Quick Draw Party, and any and all of its and
    their past and present employees, agents, shareholders, partners, officers,
    directors, subsidiaries, predecessors, affiliates, insiders, joint
    venturers, administrators, trustees, representatives, agents, successors and
    assigns, members, vendors, suppliers, customers (direct and indirect) and
    insurers, and any affiliates of each of the foregoing (collectively, each of
    the foregoing, along with each Quick Draw Party, the "Quick Draw Party
    Releasees") of and from any and all rights, claims, damages, losses debts,
    actions, causes of action, suits, accounts, covenants, contracts, promises,
    agreements, subrogations, duties, demands, controversies or liabilities
    whatsoever of every name and nature, at law or in equity, known or unknown,
    matured or unmatured, foreseeable or unforeseeable, which the ITGC Releasors
    now have, ever had, or may have had prior to signing this Agreement against
    the Quick Draw Party Releasees by reason of any liability, act, omission,
    matter, thing or circumstance whatsoever, including without limitation
    relating to the Letter Agreements or the Litigation. ITGC, on behalf of each
    of the ITGC Releasors, acknowledges that there is a risk that subsequent to
    the execution of this Agreement, the ITGC Releasors will discover or suffer
    damage, loss or injury to persons or property which is in some way caused by
    or connected with the one or more of the Quick Draw Party Releasees, but
    which is unknown or unanticipated at the time of the execution of this
    Agreement. ITGC, on behalf of each of the ITGC Releasors, does hereby
    specifically assume such risk and agrees that this Agreement and the release
    contained herein shall and does apply to all unknown or unanticipated
    results of any and all matters, as well as those currently known or
    anticipated. Accordingly, ITGC acknowledges that it (through its
    representatives) has read the provisions of California Civil Code Section
    1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO
    CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
    THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
    MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." ITGC, on behalf of the
    ITGC Releasors, knowingly and expressly waives, relinquishes and forfeits
    all rights and benefits accorded by the provisions of California Civil Code
    Section 1542, or any similar federal or state statutes, and furthermore
    waives any rights that it might have to invoke said provisions now or in the
    future with respect to the release contained in this Paragraph. 

  
	ITGC, on behalf of the ITGC Releasors, hereby represents and warrants to
    each Quick Draw Party that it shall never assert any claims or file any
    litigation relating to the matters on which it has released the Quick Draw
    Party Releasees under this Agreement. Each ITGC Releasor, jointly and
    severally, hereby indemnifies and holds harmless each Quick Draw Party
    Releasee from any breach of any of the representations, warranties or
    agreements contained or made in this Agreement.

  


  
	Release of ITGC by the Quick Draw Parties.\ 

 
  	        The releases described herein
    are in settlement of all of the Quick Draw Parties claims against ITGC.

  
	        Except for any obligations
    arising under this Agreement, and the representations, warranties and
    agreements of ITGC contained in this Agreement, each Quick Draw Party, for
    itself and on behalf of its respective past and present employees, agents,
    shareholders, partners, officers, directors, subsidiaries, predecessors,
    affiliates, insiders, joint venturers, administrators, trustees,
    representatives, agents, successors and assigns, members, vendors,
    suppliers, customers (direct and indirect) and insurers, and any affiliates
    of each of the foregoing (collectively, the "Quick Draw Party Releasors"),
    discharges and releases ITGC and each, any and all of their past and present
    employees, agents, shareholders, partners, officers, directors,
    subsidiaries, predecessors, affiliates, insiders, joint venturers,
    administrators, trustees, representatives, agents, successors and assigns,
    members, vendors, suppliers, customers (direct and indirect) and insurers,
    and any affiliates of each of the foregoing (collectively, each of the
    foregoing, along with ITGC, the "ITGC Releasees") of and from any and all
    rights, claims, damages, losses, debts, actions, causes of action, suits,
    accounts, covenants, contracts, promises, agreements, subrogations, duties,
    demands, controversies or liabilities whatsoever of every name and nature,
    at law or in equity, known or unknown, matured or unmatured, foreseeable or
    unforeseeable, which the Quick Draw Party Releasors now have, ever had, or
    may have had prior to signing this Agreement against the ITGC Releasees by
    reason of any liability, act, omission, matter, thing or circumstance
    whatsoever.

  
	        Each Quick Draw Party, on
    behalf of the Quick Draw Party Releasors, acknowledges that there is a risk
    that subsequent to the execution of this Agreement, the Quick Draw Party
    Releasors will discover or suffer damage, loss or injury to persons or
    property which is in some way caused by or connected with the ITGC
    Releasees, but which is unknown or unanticipated at the time of the
    execution of this Agreement. Each Quick Draw Party, on behalf of the Quick
    Draw Party Releasors, does hereby specifically assume such risk and agrees
    that this Agreement and the release contained herein shall and does apply to
    all unknown or unanticipated results of any and all matters, as well as
    those currently known or anticipated. Accordingly, each Quick Draw Party
    acknowledges that it (through its representatives) has read the provisions
    of California Civil Code Section 1542, which provides as follows: "A GENERAL
    RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
    SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
    KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
    Each Quick Draw Party, on behalf of the Quick Draw Party Releasors,
    knowingly and expressly waives, relinquishes and forfeits all rights and
    benefits accorded by the provisions of California Civil Code Section 1542,
    or any similar federal or state statutes, and furthermore waives any rights
    that it might have to invoke said provisions now or in the future with
    respect to the release contained in this paragraph.

  
	        Each Quick Draw Party, on
    behalf of the Quick Draw Party Releasors, hereby represents and warrants to
    each ITGC that it shall never assert any claims or file any litigation
    relating to the matters on which it has released the ITGC Releasees under
    this Agreement. Each Quick Draw Party Releasor, jointly and severally,
    hereby indemnifies and holds harmless each ITGC Releasee from any breach of
    any of the representations, warranties or agreements contained or made in
    this Agreement.

  


  
	Indemnity. ITGC, hereby indemnifies and holds each of the Quick
  Draw Party Releasees harmless from any claims, liabilities, expenses, losses
  or damages of any kind whatsoever (including without limitation, any
  attorney's fees) arising out of or relating to any breach of any of the
  representations, warranties or agreements made herein by ITGC. The GP Entities
  hereby indemnifies and holds each of the IGTC Releasees harmless from any
  claims, liabilities, expenses, losses or damages of any kind whatsoever
  (including without limitation any attorney's fees) arising out of or relating
  to any breach of any of the representations, warranties or agreements made
  herein by any of the GP Entities. 

  
	No Admission of Liability. Except as expressly set forth in the
  second sentence of this paragraph 12, this Agreement is in no way an admission
  of liability by any Party nor is this Agreement an admission that any Party
  has suffered any damages as a result of the other's actions. Notwithstanding
  the foregoing, ITGC hereby represents, warrants, agrees, and admits that,
  notwithstanding any claims made in the Litigation, that SMI was and is not in
  any way obligated to it, nor did or does SMI owe ITGC any money or sums
  whatsoever, and that ITGC shall never make any claims or contentions in
  conflict with this paragraph 12. 

  
	Confidentiality of Agreement. The terms of this Agreement are
  intended to be strictly confidential. Except as provided below, each Party and
  their counsel shall maintain the confidentiality of this Agreement. The
  contents of this Agreement, and its terms and conditions, shall not be
  disclosed to any third-party without the express written approval of all the
  Parties. The Parties and their counsel agree not to make any public statement
  regarding the content, terms and conditions of this Agreement, except that
  either Party may publicly state that the Litigation has been mutually resolved
  with out any liability or payment by SMI. Notwithstanding the foregoing, the
  Parties may disclose this Agreement and its contents to the Internal Revenue
  Service, the California Franchise Tax Board, the SEC, applicable or relevant
  gaming regulators, or as otherwise required by law or statute. The Parties
  also may, to the minimum extent necessary, disclose this Agreement to their
  attorneys, financial institutions, investors, shareholders, officers,
  directors, senior management and accountants so that they may perform their
  professional, business or financial obligations and duties. The Parties may
  also disclose this Agreement as they deem reasonably necessary to enable them
  to comply with their obligations hereunder. 

  
	Agreement Binding on Successors. This Agreement, and all the terms
  and provisions hereof, shall be binding on the Parties and their respective
  legal representatives, successors and assigns, administrators and trustees,
  and shall inure to the benefit of the Parties and their respective legal
  representatives, successors and assigns, administrators and trustees. 
  

  
	Severability. The Parties have attempted to create an agreement
  that is lawful and enforceable in all respects. In the event that any
  provision of this Agreement is found or deemed to be illegal or otherwise
  invalid and unenforceable, whether in whole or in part, such invalidity shall
  not affect the other provisions. In the event that any term hereof is found or
  deemed to be illegal or otherwise invalid or unenforceable, the Parties shall
  attempt to negotiate a valid new provision concerning the same subject matter.
  

  
	Entire Agreement. This Agreement constitutes the entire agreement
  between the Parties pertaining to the subject matter hereof, and the final,
  complete and exclusive expression of the terms and conditions of their
  agreement. Any and all prior agreements, representations, negotiations, and
  understandings made by the Parties, oral and written, express or implied, are
  hereby superseded and merged herein. Any and all amendments to this Agreement
  must be in writing and signed by the Parties. 

  
	Preparation Expenses. Each Party shall bear its own costs and
  attorneys' fees in connection with preparation, negotiation, and execution of
  this Agreement. 

  
	Expenses. Except as may be applicable under paragraphs 9, 10, 11
  or 22 hereof, each Party shall bear its own costs and attorneys' fees in
  connection with the Litigation and all disputes which are being resolved in
  this Agreement. 

  
	Governing Law. This Agreement shall be construed and enforced in
  accordance with the laws of the State of California. 

  
	Headings. Headings are solely for the convenience of the Parties
  and shall not be deemed to define, construe or limit any of the provisions
  hereof. 

  
	Counterparts. This Agreement may be executed by facsimile, in
  multiple counterparts, each of which shall be considered an original but all
  of which shall constitute one Agreement. 

  
	Attorneys Fees. In the event of any dispute or question of
  interpretation regarding this Agreement, or in the event of any dispute or
  litigation between any of the Quick Draw Parties, on the one hand, and ITGC,
  on the other hand, with respect to the subject matter hereof, the prevailing
  party in any litigation, shall, in addition to any other damages to which it
  may be awarded, also recover its attorney's fees and court costs.

  

          IN WITNESS WHEREOF,
the Parties have executed this Settlement Agreement and Mutual General Release
on the date(s) set forth hereinafter.

                                                       
SHUFFLE MASTER, INC.

                                                       
("SMI")

                                                                   
/s/ Jerry Smith

Date: May 14, 2002                        
By:_____________________________

                                                       


                                                       
Name: Jerry Smith



                                                       
Its: General Counsel

 

                                                       
SHUFFLE MASTER AUSTRALIA PTY LTD

                                                       
("SMA")

                                                                     
/s/ Jerry Smith

Date: May 10, 2002                        
By:_____________________________



                                                       
Name: Jerry Smith



                                                       
Its: General Counsel



                                                       
NESBIT (TRADING) PTY LTD previously known as

                                                       
GAMING PRODUCTS (TRADING) PTY LTD

                                                       
("GPT")

                                                                    
/s/ Gregory Anthony Ryall

Date: May 14, 2002                        
By:_____________________________



                                                       
Name: Gregory Anthony Ryall



                                                       
Its: Director

 

                                           
[Continued Signature Page to Settlement Agreement and Mutual General Release]

 

                                                       
NESBIT (MANUFACTURING) PTY LTD previously known as

                                                       
GAMING PRODUCTS (MANUFACTURING) PTY LTD

                                                       
("GPM")

                                                                      
/s/ Gregory Anthony Ryall

Date: May 10, 2002                        
By:_____________________________



                                                       
Name: Gregory Anthony Ryall



                                                       
Its: Director 

 

                                                       
NESBIT (INVESTMENTS) PTY LTD, previously known as

                                                       
GAMING PRODUCTS (INVESTMENTS) PTY LTD

                                                       
("GPI")

                                                                   
/s/ Gregory Anthony Ryall

Date: May 10, 2002                        
By:_____________________________



                                                       
Name: Gregory Anthony Ryall



                                                       
Its: Diredctor

 

                                                       
GAMING PRODUCTS PTY LTD

                                                       
("GPP")

                                                                    
/s/ Jerry Smith

Date: May 14, 2002                        
By:_____________________________



                                                       
Name: Jerry Smith



                                                       
Its: General Counsel

 

                                                       
INTERNATIONAL THUNDERBIRD GAMING CORPORATION

                                                       
("ITGC")

                                                                       
/s/ Albert W. Atallah

Date: May 14, 2002                        
By:_____________________________



                                                       
Name: Albert W. Atallah



                                                       
Its: Chief Operating Officer and General Counsel