Memorandum of Understanding with T.H.E. Venezuelan Entertainment, C.A.
et. al.





EXHIBIT 4(a)(1)


Memorandum of Understanding 


A.           
This Memorandum of Understanding (this "MOU") is entered into by and
among International Thunderbird Gaming Corporation ("Thunderbird"),
T.H.E. Venezuelan Entertainment, C.A. ("TVE"), Entertainment & Venture
Consultants, Inc. ("EVC"), and International Thunderbird Gaming (Panama)
Corporation ("Thunderbird-Panama") (collectively referred to as "Shareholders")
which shall each own a direct or indirect interest in certain Venezuelan
entities to be established for the purpose of operating casinos and other gaming
establishments in Venezuela, including, but not limited to, Fiesta Casino
Guayana C.A. ("Fiesta-Guayana") and other operating companies (the "Operating
Companies"). To act as a vehicle for that purpose, a company named South
American Entertainment, Inc. ("SAEI") was established with a capital
structure as set forth in Section D below. The Shareholders intend to use
SAEI as the holding company for the Operating Companies. However, the
Shareholders may agree in the future to form separate holding companies ("Holding
Companies") for tax or legal reasons or risk distribution purposes.



B.           
Presently, Fiesta-Guayana is pursuing a license to operate a casino in the
Intercontinental Hotel in Guayana, Venezuela, and will seek approval as an
owner/licensee under the tradename of "Fiesta Casino". In addition to
Fiesta-Guayana, the Shareholders agree to form a separate Operating Company for
each additional casino license or other gaming venture pursued in the future in
Venezuela. Each Operating Company, upon compliance with all legal and financial
requirements and receipt of all necessary permits and licenses, intends to
engage in the operation of a casino or other gaming establishment in Venezuela.




C.           
Each Operating Company shall apply to the "Comision Nacional de Casinos,
Salas de Bingo y Maquinas Traganiqueles" (the "National Casino
Commission") pursuant to the "Ley para el Control de los Casinos,
Salas de Bingo y Maquinas Traganiqueles" (the "Gaming Law") for
approval as a qualified owner/licensee. Under the rules and regulations
established in the Gaming Law, each Licensee is required to maintain a minimum
equity participation by a Venezuelan entity in an amount equal to or greater
than 20% (twenty percent). All Shareholders agree that TVE shall be the holder
of record of 20% equity in Fiesta-Guayana and each future Operating Company
unless otherwise agreed upon in writing, and that TVE shall execute all
documentation necessary (i.e. purchase agreement, assignment and pledge
agreement, etc.) to maintain the structure of the Shareholders Rights (defined
below) and equity positions related thereto as described in Section D
below.



D.           
Due to the direct and indirect nature in which the shares in SAEI are held, the
Shareholders agree 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 SAEI, Fiesta-Guayana, and all future Operating Companies shall be made based
on the following equity positions unless otherwise agreed to in writing:




  
    	Thunderbird --33%; 
	TVE --33%; 
	EVC --20%; and 
	Thunderbird-Panama --14%. 


  





E.           
The specific rights and obligations of the Shareholders in SAEI, Fiesta-Guayana,
and all future Operating 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 MOU. Each Shareholder Agreement shall contain a clear description of all
Shareholders Rights and provisions that will determine how SAEI, Fiesta-Guayana
and all future Operating Companies, respectively, shall be operated. 



F.           
Each Party agrees to pledge its shares in SAEI to secure its respective
obligations set forth in this MOU, in each Shareholder Agreement and all other
related documents.



G.           
The Shareholders agree that for each Operating Company and all related entities
established thereunder, a Board of Directors shall be formed which shall be
comprised of three members, one each from Thunderbird, TVE and EVC.



H.           
Subject to the terms and conditions agreed to in each Shareholder Agreement, if
a Shareholder chooses to sell its shares in SAEI, Fiesta-Guayana or any other
Holding Company or Operating 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 the other eligible Shareholder(s), such
Shareholder(s) shall have the first right to purchase all remaining shares. Each
Party 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 SAEI, Fiesta-Guayana or any other existing or
future gaming project. 





I.           
Each Shareholder has contributed significant capital (cash or in-kind services)
to fund business development as represented by reports submitted to the
Shareholders for review and consideration. The Shareholders have agreed that all
expenses incurred prior to December 15, 1999 shall be reimbursed from first
available cashflow from Fiesta-Guayana and all expenses incurred on December 15,
1999 and thereafter shall be reimbursed from the initial cash calls from the
Shareholders. Each Shareholder agrees to be responsible for contributing their
respective pro-rata share toward business development expenses on an ongoing
basis as proposed and agreed upon from time to time.



 

J.           
Capital requirements for the Fiesta-Guayana project shall be funded as follows:





    	The Gaming Law requires a capital structure equal to 200,000 Tax Units
      ("T.U.'s"), fully paid in cash, and an additional 100,000 T.U.'s in
      investments for a total capital structure equal to 300,000 T.U.'s.
      

	Each T.U. is equivalent to Bs. 11.600 or approximately $17.18 (using a
      Bs. 675/$1.00 USD exchange rate).
      

	Based on this projected exchange rate, the legal capital requirement
      of Fiesta-Guayana is approximately $5,200,000.00 USD.
      

	EVC will arrange for a loan from a third-party lender to the
      Shareholders in an amount equal to 300,000 T.U.'s (or approximately $5,500,000.00
      USD to cover small exchange rate fluctuations). The Shareholders will use
      the loan proceeds to capitalize SAEI and SAEI shall use the proceeds to
      capitalize Fiesta-Guayana. Each Shareholder shall be responsible for the
      repayment of the loan on a pro-rata basis according to the equity
      structure set forth in Section D above and shall issue a guaranty
      to secure the same. In addition, each Shareholder agrees that all costs
      associated with the procurement of such loan shall be shared by the
      Shareholders in accordance with their respective pro-rata equity position.
      

	Pursuant to the Gaming Law requirements, the Shareholders agree that
      TVE, in its capacity as the "Venezuelan" partner, will appear as the owner
      of 20% of the capital in Fiesta-Guayana. TVE agrees to execute all
      appropriate documentation (purchase agreement or pledge and assignment
      agreement) necessary to evidence the irrevocable transfer to SAEI of all
      of its Shareholders Rights held in Fiesta-Guayana related to this 20%
      equity position and in return shall receive, as consideration therefor,
      20% of the loan proceeds to be used exclusively for the purchase of its
      20% equity position in Fiesta-Guayana.
      

	Upon the successful completion of the process set forth above, Fiesta-
      Guayana will have a balance sheet as shown in Annex-1, attached
      hereto, which shall be subject to an independent audit.
      

	Upon the successful completion of the audit and submission of the same
      to the local authorities in Puerto Ordaz and the Gaming Commission for
      review and approval, the Shareholders shall reduce the loan amount to the
      required 200,000 T.U.s (or approximately $3,500,000.00 USD) and
      maintain the same for the duration of the license or until the required
      amount can be reduced and replaced by retained earnings or other cash
      accumulated by Fiesta-Guayana.
      

	The Shareholders shall agree on the various amounts of cash or
      "in-kind" capital contributions (i.e. construction, remodeling, interior
      design, lighting, machines, and signage) that each will contribute. Credit
      toward equity contributions will be recognized for the contribution of
      machines at values to be determined by the Shareholders. 


  




K.           
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 MOU unless
otherwise agreed to in writing.



L.           
Counterpart Signatures: This MOU may be executed in 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

__________________________________________

By: Daniel Matos for "Tamanaco Entertainment, C.A"

Its: President



/s/ Asdrubal Hernandez

__________________________________________

By: Asdrubal Hernandez, for " Inversiones Tacoa, C.A." 

Its: President

 




Entertainment & Venture Consultants, Inc.


/s/ Aquilino de la Guardia

______________________________________________


By: Aquilino de la Guardia

Its: President

 


International Thunderbird Gaming (Panama) Corporation


/s/ Clay Hardin

__________________________________________

By: Clay Hardin

Its: President




 

ANNEX 1




 


  
  	Fiesta-Guayana Balance Sheet (In Tax Units)
	 	 	 
	Assets
	 	Liabilities

      
	 	 	 	 	 
	Cash	300,000	 	Total Liabilities	0
	 	
	 	 	 
	 	 	 	P.I. Capital	300,000
	 	
	 	 	

      
	Total Assets	
      300,000
	 	Liabilities & Equity	300,000
	 	
	 	 	

	

	Each Tax Unit is equal to 11.600 Boliviares
      at the time of this writing.