Ex 4(a)(9) Consolidated Note Agreement





EXHIBIT 4(a)(9)

LOAN AGREEMENT




           
THIS LOAN AGREEMENT ("Agreement") is made as of this 1st
day of October, 2002, by and among MRG ENTERTAINMENT, LLC, a Kansas
limited liability company, with its principal office at 5425 Martindale, Suite
100, Shawnee, Kansas 66218 ("Lender"), and International Thunderbird
Gaming Corporation, a Canadian corporation with its principal office 16885 West
Bernardo Drive, Suite 100, San Diego, California ("Borrower"). In
consideration of advances and credit accommodations (including any loans by
renewal or extension) made to Borrower by Lender, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Borrower, the parties agree as follows.

 

1. TERM LOANS.


            (a) 
Term Loans Refinanced. Lender provided Borrower with three (3) loans: (1) a
term loan for One Million Six Hundred Twelve Thousand Eight Hundred Dollars and
No/100 Dollars ($1,612,800.00 United States Dollars) ("Term Loan-1"); A
term loan for five hundred fifty thousand ($530,000 United States Dollars) ("Term
Loan-2"); and a term loan for seven hundred fifty dollars and No/100 Dollars
($750,000.00 United States Dollars) ("Term Loan-3"). In addition, 
Lender has incurred various charges and costs reimbursable to Lender
by Borrower in the amount of $300,000.00 through September 1, 2002 ("Miscellaneous
Costs"). For all purposes hereunder all references to monetary amounts or
interest payments, fee charges or any other payments shall mean in United States
Dollars or currency. 

            (b) 
Refinancing of Term Loan. Borrower and Lender agree that 
Term Loans 1, 2 and 3 and all costs incurred by Lender related to 
Term Loans 1, 2 and 3 including the Miscellaneous Costs will be
consolidated into one loan in the principal amount of approximately
$3,034,130.28 (hereafter "Consolidated Term Loan"). The principal balance
of the Consolidated Term Loan shall be adjusted downwards to reflect any
decreases in the current principal balance of any of Term Loans 1, 2
and 3 below their current existing principal balances set forth below: 


  
    
      Term Loan 1 - $1,612,800 as of October 1, 2002

      Term Loan 2 - $530,000 as of October 1, 2002

      
      Term Loan 3 - $ 591,330.28 as of September 27, 2002

      
      Miscellaneous Costs - $300,000 as of September 1, 2002

    

  

















           
All accrued and unpaid interest on the above stated three Term Loans
shall be wire transferred to Lender by Borrower for receipt on or
before 1:00 p.m. CST on December 30, 2002. Interest shall commence accruing on
the Consolidated Term Loan immediately thereafter. Beginning on February
1, 2003, and on the first day of each calendar month thereafter, the 
Consolidated Term Loan shall be fully paid over the immediately subsequent
48 months in equal monthly payments of $83,000 based on the principal balance of
$3,034,130.28. All payments shall first be applied to interest, then costs
incurred, then principal. Should there be any adjustments warranted to the
principal balance of Term Loans 1, 2 and 3 prior to the Effective Date,
the Lender and Borrower shall make such adjustments to the 
Consolidated Term Loan and recalculate the monthly payments accordingly. 
Lender and Borrower shall initial any required changes to the
principal balance and monthly payment level prior to the Effective Date.
Any later extension of credit or increase in loans to Borrower by 
Lender shall be reflected by the mutual written agreement of the parties, in
which case said amounts shall be secured by the Pledge Agreement.

 











2. INTEREST, FEES, CHARGES, AND 
COLLATERAL. 


           
(a) Rate of Interest. Interest will accrue on the unpaid principal
balance of the three Term Loans made to Borrower outstanding at
the end of each day at a fixed rate per annum equal to fourteen percent (14%) in
United States Dollars and be paid on each Payment Date as a portion of the
amortizing payment to be made on each Payment Date. Upon and after the
occurrence of an Event of Default, and during the continuation thereof,
the principal amount of all Loans will bear interest on demand at a rate
per annum equal to the rate of interest then in effect hereunder plus an
additional six percent (6%) in United States Dollars. Consideration due 
Lender under this Agreement shall be remitted by Borrower
without reduction for any incurred taxes (including taxes required to be
withheld by Borrower), sales tax, personal service fee taxes, or any
other taxes or similar charges imposed on Lender or Borrower,
unless such tax withheld by Borrower is subject to a full credit for the
benefit of Lender or Lender's principal owner against Lender
or Lender's principal owner's federal and/or state United States income
taxes. Prior to withholding any such taxes from payments due Lender, 
Borrower shall direct and deliver to Lender an opinion letter from
KPMG, its accountant, which opines that all such withholdings may be fully
credited against Lender or Lender's principal owner's federal
and/or state income tax liability associated with the monies paid by Borrower
to Lender hereunder.

           
(b) Computation of Interest and Fees. Interest and collection charges
hereunder will be calculated daily and will be computed on the actual number of
days elapsed over a year consisting of three hundred and sixty-five (365) days.
For the purpose of computing interest hereunder, all items of payment received
by Lender will be deemed applied by Lender on account of the 
Liabilities (subject to final payment of such items) one Business Day
after receipt by Lender of good funds in Lender's account as may
be designated to Borrower by Lender in writing from time to time.


           
(c) Maximum Interest. It is the intent of the parties that the rate of
interest and the other charges to Borrower under this Agreement
will be lawful; therefore, if for any reason the interest or other charges
payable under this Agreement are found by a court of competent
jurisdiction, in a final determination, to exceed the limit which Lender
may lawfully charge Borrower, then the obligation to pay interest and
other charges will automatically be reduced to such limit and, if any amount in
excess of such limit and at Lender's option, Lender may accelerate
the maturity date of the Three term loans for immediate payment.

           
(d) Closing Costs. Regardless of whether this Agreement becomes
effective under Paragraph 2(f) below, Borrower shall be obligated to pay
all of Lender's legal fees and costs and all other costs, such as travel,
lodging, phone, and the like, incurred by Lender or its agents in the
negotiating, drafting, execution and implementation of the terms of the entire
term hereof. All such cost shall be paid promptly after Lender submits
said costs for payment. These closing costs are in addition to the 
Miscellaneous Costs.

           
(e) Administration and Examination Fee. Borrower will pay to 
Lender a loan administration and examination fee of $2,745.00 per month (the
"Administration and Examination Fee") for Lender's administration
of the Consolidated Term Loan and monthly physical examination of 
Borrower's books, records and business operations, including without
limitation monthly on-site visits to each, together with all actual
out-of-pocket expenses incurred in connection therewith. Beginning February 1,
2003 and on the first day of each calendar month thereafter, the 
Administration and Examination Fee will be paid in advance by Borrower
to Lender in immediately available funds to Lender's account as
may be designated to Borrower by Lender in writing from time to
time. The Administration and Examination Fee shall be paid by Borrower
for as long as any part of the Term Loans remains unpaid.

           
(f) Effective Date. When the prior Term Loans 1, 2 and 3 are
cancelled and refinanced as provided hereunder, this Agreement will
become effective ("Effective Date") which date is expected to be December
30, 2002, provided that the gaming authorities of Panama have approved this 
Agreement in its entirety along with the related Stock Pledge with no
changes or modifications, by 5:00 p.m. CST on or before December 29, 2002 ("Approval").
If such Approval has not been timely obtained, then Borrower shall
have the option to extend the Effective Date of this Agreement
until such Approval is obtained, but in no event shall the Approval
be obtained later than 5:00 p.m. CST March 31, 2003 ("Approval Deadline").
Should the Approval not be obtained on or before the Approval
Deadline, then this Agreement shall be void and of no force or
effect.

           
(g) Pledge. The Consolidated Term Loan is secured by a pledge by
the Borrower of all of Borrower's stock in International
Thunderbird Gaming (Panama) Corporation ("INB Panama") ("Collateral")
pursuant to the Pledge Agreement.



3. SCHEDULES AND REPORTS.

            
Borrower will furnish or cause to be furnished to Lender the
following:

           
(a) Quarterly Financial Statements. As soon as practicable and in any
event within 45 days after the end of each fiscal quarter, financial statements,
including balance sheets, income statements and cash flow statements prepared by
Borrower in the normal course of its business. For purposes of this
Section 3, Borrower shall mean International Thunderbird Gaming
Corporation and each of its Subsidiaries and Affiliates
separately, including, but not limited to, those that own, manage or operate the
gaming operations of Borrower or any Subsidiaries or Affiliates
which has employees. 

           
(b) Financial Statements. As soon as practicable and in any event within
one hundred twenty (120) days after the end of each Fiscal Year of
Borrower: (a) statements of income and expenses and of Borrower
for such Fiscal Year, and a balance sheet of Borrower as of the
end of such Fiscal Year, and (2) statements of cash flow of Borrower for
such Fiscal Year, such statements to be presented on a consolidated and
consolidating basis and by Borrower in accordance with GAAP and
certified by independent certified public accountants of recognized national
standing selected by Borrower and satisfactory to Lender, whose
opinion shall be unqualified, in form and substance reasonably satisfactory to
Lender. Commencing with the Fiscal Year ending on or about
December 31, 2003, such financial statements shall set forth in comparative
form, corresponding figures for the period Borrower and shall forward to
Lender the same statements of income, expenses, balance sheets and cash
flow on an unaudited basis (unless audited ones are unavailable) in a
consolidated basis and are covered by the preceding annual audit and as of the
end of the preceding Fiscal Year of Borrower.

            
(c) Other Information. With reasonable promptness, such other business or
financial data, reports, appraisals and projections as Lender may
reasonably request.

          
(d) Accompanying Certificates. All annual financial statements delivered
to Lender pursuant to the requirements of this paragraph (except where
otherwise expressly indicated) shall be prepared in accordance with GAAP
as provided in this Agreement. Together with each delivery of financial
statements required by paragraph 3(b) above, Borrower shall deliver to 
Lender an officer's certificate in the form set out in Exhibit B
hereto.



4. TERM.

           
This Agreement shall be in effect from the date hereof and shall continue
until the Consolidated Term Loan and all amounts due hereunder are paid
in full; At such time as Borrower has indefeasibly repaid all of the
money or costs due anywhere hereunder ("Liabilities") and this 
Agreement has terminated, (i) Borrower will deliver to Lender
a release, in form and substance reasonably satisfactory to Lender, of
all obligations and liabilities of Lender and its officers, directors,
employees, agents, parents, subsidiaries and affiliates to Borrower, and
if Borrower is obtaining new financing from another lender, Borrower
will deliver such lender's indemnification of Lender, in form and
substance satisfactory to Lender, for checks which Lender has
credited to Borrower's account, but which subsequently are dishonored for
any reason and (ii) upon Borrower's request, Lender will deliver
to Borrower a release in form and substance reasonably satisfactory to 
Borrower. 

 

5. REPRESENTATIONS AND 
WARRANTIES.

            
Borrower hereby makes the following representations, warranties and
covenants:



           
(a) the Borrowers financial statements and financial projections
delivered or to be delivered by Borrower to Lender at or prior to
the date of this Agreement and at all times subsequent thereto accurately
reflect the financial condition of Borrower, and since the date of the 
Borrower's audited financial statements as of December 31, 2001, which have
been delivered to Lender, no event or condition has occurred which has
had, or is reasonably likely to have, a Material Adverse Effect, other
than those disclosed in Schedule 7(d);



           
(b) the office where Borrower keeps its books, records and accounts (or
copies thereof) concerning its assets and liabilities, Borrower's
principal place of business and all of Borrower's other places of
business, locations of assets and post office boxes are as set forth in 
Exhibit A; Borrower will promptly (but in no event less than ten (10)
days prior thereto) advise Lender in writing of the proposed opening of
any new place of business, the closing of any existing place of business, any
change in the location of Borrower's books, records and accounts (or
copies thereof) or the opening or closing of any post office box of Borrower;



           
(c) Borrower has the right and power and is duly authorized and empowered
to enter into, execute and deliver this Agreement, the Pledge
Agreement and all related agreements ("Related Agreements") and
perform its obligations hereunder and thereunder; Borrower will deliver
to Lender a written Board of Director's resolution approving the
execution and implementation of the terms and conditions of this Agreement,
the Related Agreements; Borrower's execution, delivery and
performance of this Agreement and the Related Agreements does not
and will not conflict with the provisions of any statute, regulation, ordinance
or rule of law, or any agreement, contract or other document which may now or
hereafter be binding on Borrower, and Borrower's execution,
delivery and performance of this Agreement and the Related Agreements
will not result in the imposition of any lien or other encumbrance upon any of
Borrower's property under any existing indenture, mortgage, deed of
trust, loan or credit agreement or other agreement or instrument by which 
Borrower or any of its property may be bound or affected;



           
(d) except as otherwise disclosed on Schedule 7(d), there are no actions
or proceedings which are pending or, to the best of Borrower's knowledge,
threatened against Borrower which are reasonably likely to have a 
Material Adverse Effect and Borrower will, promptly upon becoming
aware of any such pending or threatened action or proceeding, give written
notice thereof to Lender;



           
(e) Borrower has obtained all licenses, authorizations, approvals and
permits, the lack of which would have a Material Adverse Effect on the
operation of its business, and Borrower is and will remain in compliance
in all material respects with all applicable federal, state, local and foreign
statutes, orders, regulations, rules and ordinances (including, without
limitation, statutes, orders, regulations, rules and ordinances relating to
taxes, employer and employee contributions and similar items, securities,
employee retirement and welfare benefits, employee health and safety or
environmental matters), the failure to comply with which would have a 
Material Adverse Effect on its business, property, assets, operations or
condition, financial or otherwise.



           
(f) all written information now, heretofore or hereafter furnished by 
Borrower to Lender is and will be true and correct in all material
respects as of the date with respect to which such information was or is
furnished (except for financial projections, which have been prepared in good
faith based upon reasonable assumptions);



          
(g) Borrower is not conducting, permitting or suffering to be conducted,
nor will it conduct, permit or suffer to be conducted, any activities, or will
(while any Liabilities remain outstanding) be owned by any Affiliate
which is not also a Borrower;



           
(h) this Agreement and the Related Agreements to which Borrower
is a party are the legal, valid and binding obligations of Borrower and
are enforceable against Borrower in accordance with their respective
terms, except to the extent that such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting the rights of creditors generally;



           
(i) Borrower is solvent effective with this Agreement, is able to
pay its debts as they become due and has capital sufficient to carry on its
business, now owns property having a value both at fair market valuation and at
present fair saleable value greater than the amount required to pay its debts,
and will not be rendered insolvent by the execution and delivery of this 
Agreement or any of the Related Agreements or by completion of the
transactions contemplated hereunder or thereunder;



           
(j) Borrower is not now obligated, whether directly or indirectly, for
any loans or other indebtedness (secured or otherwise) for borrowed money other
than (i) the Liabilities; (ii) indebtedness disclosed to Lender on
Schedule 7(i); (iii) unsecured indebtedness to trade creditors arising in
the ordinary course of Borrower's business and (iv) unsecured
indebtedness arising from the endorsement of drafts and other instruments for
collection, in the ordinary course of Borrower's business. 




           
(k) Borrower does not own any margin securities, and none of the
proceeds of the Loans hereunder will be used for the purpose of purchasing or
carrying any margin securities or for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase any margin securities or
for any other purpose not permitted by Regulation G or Regulation U of the Board
of Governors of the Federal Reserve System of the United States as in effect
from time to time;



           
(l) except as otherwise disclosed on Schedule 7(m), Borrower has
no Parents, Subsidiaries or divisions, nor is Borrower engaged in any
joint venture or partnership with any other Person; the ownership of the same is
disclosed in Schedule 7(m);



           
(m) Borrower is duly organized and in good standing in its country and
state of organization and Borrower is duly qualified and in good standing
in all states where the nature and extent of the business transacted by it or
the ownership of its assets makes such qualification necessary, except for such
other states in which the failure to so qualify would not have a Material
Adverse Effect;



           
(n) Borrower (effective with the Effective Date of this 
Agreement) is not in default under any material contract (including any
shareholder agreements between shareholders of INB-Panama), lease or
commitment to which it is a party or by which it is bound, nor does Borrower
know of any dispute regarding any contract, lease, or commitment which is
material to the continued financial success and well-being of Borrower;



           
(o) there are no controversies pending or threatened except as otherwise
disclosed in Schedule 7(d) between Borrower and any of its
employees, other than employee grievances arising in the ordinary course of
business which are not, in the aggregate, material to the continued financial
success and well-being of Borrower, and Borrower is in compliance
in all material respects with all laws of any applicable jurisdiction respecting
employment and employment terms, conditions and practices; except where the
failure to so comply would not have a Material Adverse Effect;



          
(p) Borrower possesses, and will continue to possess, adequate licenses,
patents, patent applications, copyrights, service marks, trademarks, trademark
applications, tradestyles and tradenames (collectively, "Intellectual
Property") to continue to conduct its business as heretofore conducted by
it;



             
(q) Borrower is in compliance in all respects with all applicable laws,
rules and regulations of any governmental authority; 



             
(r) The Board of Directors of Borrower as of the date of disbursement of
monies under this Agreement hereof consisted of
Jack Mitchell, Albert Atallah, Salomon Guggenheim, Jean Duval and Jorge Montano;
and



           
Borrower represents, warrants and covenants to Lender that all
representations, warranties and covenants of Borrower contained in this
Agreement (whether appearing in paragraphs 5 or 6 hereof or elsewhere)
will be true at the time of Borrower's execution of this Agreement,
will survive the execution, delivery and acceptance hereof by the parties hereto
and the closing of the transactions described herein or related hereto, will
remain true until the repayment in full of all of the Liabilities and
termination of this Agreement, and will be remade by Borrower as
of the Effective Date and with each certification pursuant to Paragraph
3(d).



            
Lender hereby makes the following representations, warranties and covenants:



           
(a) Lender has the right and power and is duly authorized and empowered
to enter into, execute and deliver this Agreement and the Related
Agreements and perform its obligations hereunder and thereunder;



            
(b) Lender is duly organized and in good standing in its country and
state of organization and Lender is duly qualified and in good standing
in all states where the nature and extent of the business transacted by it or
the ownership of its assets makes such qualification necessary, except for such
other states in which the failure to so qualify would not be material;



6. COVENANTS.

           
Until payment or satisfaction in full of all Liabilities and termination
of this Agreement, unless Borrower obtains Lender's prior
written consent waiving or modifying any of Borrower's covenants
hereunder in any specific instance, Borrower agrees as follows:



           
(a) Borrower will at all times keep accurate and complete books, records
and accounts with respect to all of Borrower's business activities, in
accordance with sound accounting practices and generally accepted accounting
principles consistently applied, and will keep such books, records and accounts,
and any copies thereof, only at the addresses indicated for such purpose on 
Exhibit A;



            
(b) Borrower agrees to deliver to Lender the financial information
and certificate described in paragraph 3(b) hereof, all of which will be
prepared in accordance with GAAP;



            
(c) Lender, or any Persons designated by it, will have the right,
at any time, in the exercise of its commercially reasonable credit judgment, to
call at Borrower's place of business at any reasonable times, and,
without hindrance or delay and to inspect, audit, check and make extracts from
Borrower's books, records, journals, orders, receipts and any
correspondence and other data relating to Borrower's business, its assets
or any transactions between the parties hereto, and will have the right to make
such verification concerning Borrower's business as Lender may
consider reasonable under the circumstances. Borrower will furnish to 
Lender such information relevant to Lender's rights under this 
Agreement as Lender will at any time and from time to time reasonably
request. Borrower authorizes Lender to discuss the affairs,
finances and business of Borrower with any officers or directors of 
Borrower or any Affiliate, or with those employees of Borrower
with whom Lender has determined in its commercially reasonable judgment
to be necessary or desirable to converse, and to discuss the financial condition
of Borrower with Borrower's independent public accountants. Any
such discussions will be without liability to Lender or to such
accountants. Lender shall have the right to audit or review the books and
records of the Borrower to ensure compliance with the terms of this 
Agreement. The audit will be at the expense of the Lender unless it
is determined by the result of the audit that any of the representations,
warranties or covenants made hereunder are not true and correct, in which case
Borrower shall pay for Lender's cost of the audit.



           
(d) all monies and other property obtained by Borrower from Lender
pursuant to this Agreement will be used solely for business purposes of
Borrower, and will not, without the prior written consent of Lender,
be used for any other purposes;



           
(e) Borrower will file all required tax returns and pay all of its taxes
on or before when due, including, without limitation, taxes imposed by any
federal, state or municipal agencies, and will cause any liens for taxes to be
promptly released, unless such non-payment would not create a Material
Adverse Effect; 

           
(f) Borrower will not enter into any merger or consolidation, or sell,
lease or otherwise dispose of all or substantially all of its assets; 

           
(g) Borrower shall promptly report to Lender any changes to 
Schedule 7(d), 7(i) or 7(m);

           
(h) Borrower will maintain and keep in full force and effect each of the
financial covenants set forth herein. The calculation and determination of each
such financial covenant, and all accounting terms contained therein, will be so
calculated and construed in accordance with GAAP, applied on a basis
consistent with the financial statements of Borrower delivered on or
before the Closing Date; 

           
(i) Borrower shall reimburse Lender for all of its costs,
expenses, legal fees and costs in seeking to collect any Liabilities or
enforce any of Lender's rights under this Agreement, which amounts
will bear interest at the highest rate applicable hereunder;

           
(j) Borrower will not enter into or be a party to, or permit any 
Subsidiary to enter into or be a party to, any transaction with any 
Affiliate of Borrower except in the ordinary course of business in a
manner and to an extent consistent with past practices of Borrower and
necessary or desirable for the prudent operation of its business, for fair
consideration and on terms no less favorable to Borrower or such 
Subsidiary as are available from unaffiliated third parties;

           
(k) Borrower will promptly advise Lender in writing of any 
Material Adverse Effect or the occurrence of any Default or Event
of Default.

           
(l) Borrower shall maintain and pay for life insurance policies and
endorsements contained in Transamerica Policy No. 41945906 (Jack Mitchell) and
Transamerica Policy No. 41945902 (Albert Atallah) during the term of this 
Consolidated Term Loan.

           
(m) Borrower shall not cause or assist others to cause INB Panama 
to issue any additional shares of stock, unless fifty percent (50%) of any such
additional shares are pledged as Collateral under the Pledge Agreement
at the time of their issuance.

           
(n) Borrower shall not cause or assist others in creating or modifying
any shareholder agreement of INB Panama shareholders or any other
agreements that would have a Material Adverse Effect on Lender's
rights under this Agreement or the Pledge Agreement.




7. CONDITIONS PRECEDENT AND CONDITIONS 
SUBSEQUENT.

           
(a) The obligation of Lender to agree to the consolidation of Term
Loans 1, 2 and 3 as described herein is subject to the satisfaction of or
waiver by the Lender on or before the Closing Date of the
following conditions precedent: 

                       
(i) Lender will have received each of the agreements, opinions, reports,
approvals, consents, certificates and other documents set forth on the closing
document list attached hereto as Schedule 9 (the "Closing Document
List").

                        
(ii) Except as disclosed in Schedule 7(d), since December 31, 2001, no
event has occurred which has had or could reasonably be expected to have a 
Material Adverse Effect, as determined by Lender in its sole
discretion.

                        
(iii) Lender will have received payment in full of all fees and expenses
payable to it by Borrower on or before the Closing Date.

                        
(iv) Lender will have received unqualified, audited financial statements
of the Borrower for the Fiscal Year ending December 31, 2001, and
any unaudited financial statements issued prior to the Effective Date
which are satisfactory to Lender;

                        
(v) Borrower will provide to Lender evidence of operating permits,
leases, licenses and other documents , including construction budgets of any new
or proposed gaming operation and actual expenditures as they become available.

                         
(vi) Borrower will provide evidence sufficient to Lender, that 
Borrower has paid all finders fees and brokerage fees in connection
herewith.

                       
(vii) All representations and warranties contained in this Agreement and
the Related Agreements will be true and correct on and as of the date of
such request, as if then made, other than representations and warranties that
relate solely to an earlier date;



                         
(viii) No Default or Event of Default has occurred, or would
result from the making of the requested advance on the Loan, which has
not been waived;

                         
(ix) Since the date of the most recent audited financial statement delivered to
Lender, except as disclosed in Schedule 7(d), no event has
occurred which has had or could reasonably be expected to have a Material
Adverse Effect determined by Lender in its sole discretion;

                        
(x) The Lender shall have received all necessary approvals of The Toronto
Stock Exchange, if any, and shall have fully complied with all applicable
securities laws to permit the entering into of this Agreement by the
parties and the issuance of the Common Shares pursuant to this 
Agreement and the Convertible Amount. The cost to obtain any such
approvals shall be the sole responsibility of Borrower; and

                         
(xi) Borrower shall have delivered to Lender on or before
October 30, 2002, written consent by the Board of Directors of International
Thunderbird Gaming (Panama) Corporation ("INB Panama") of the pledging of
Borrower's shares of INB Panama and agreement to accept 
Lender's rights under the Pledge Agreement.

                         
(xii) Borrower shall have delivered to Lender by December 26,
2002, satisfactory verification that the Panama Gaming Board has approved
this Agreement and the Pledge Agreement without change or
modification.

           
(b) The Borrower delivers to Lender (i) an Officer's Certificate
from its President attaching a certified copy of a duly adopted resolution from
the Board of Directors of Borrower approving this Agreement and
the Related Agreements and certifying that the representations and
warranties of Borrower made herein are true and correct as of the date of
the advance and that no default or Event of Default has occurred as of
the date of the advance and (ii) the Pledge Agreement and all
documents and instruments necessary to perfect a first priority security
interest in the assets pledged pursuant to the Pledge Agreement.



8. DEFAULT.

            
The occurrence of any one or more of the following events which remains uncured
for 30 days after its occurrence, will constitute an "Event of
Default" hereunder:

           
(a) the failure of any Borrower to pay when due, or when otherwise
declared due, or demanded by Lender in accordance with the terms hereof,
any of the Liabilities;

           
(b) the failure of any Borrower to perform, keep or observe any of the
covenants, conditions, promises, agreements or obligations of such Borrower
under this Agreement or any of the Related Agreements;

           
(c) the making or furnishing by any Borrower to Lender of any
written representation, warranty, certificate, schedule, report or other written
communication within or in connection with this Agreement or the 
Related Agreements or in connection with any other agreement between such 
Borrower and Lender, which is untrue or materially misleading in any
respect;

           
(d) the commencement of any proceedings (i) in bankruptcy by or against any 
Borrower, (ii) for the liquidation or reorganization of any Borrower,
(iii) alleging that such Borrower is insolvent or unable to pay its debts
as they mature, or (iv) for the readjustment or arrangement of any Borrower's
debts, whether under the United States Bankruptcy Code or under any other law,
whether state or federal, now or hereafter existing for the relief of debtors,
or the commencement of any analogous statutory or non-statutory proceedings
involving any Borrower; provided, however, that if such
commencement of proceedings against such Borrower is involuntary, such
action will not constitute an Event of Default if such proceedings are
dismissed within the 30 day period mentioned above in this Paragraph 8;

           
(e) the appointment of a receiver or trustee for any Borrower, for any of
the Collateral or for any substantial part of any Borrower's
assets or the institution of any proceedings for the dissolution, or the full or
partial liquidation, or the merger or consolidation, of any Borrower
which is a corporation, limited liability company or a partnership; provided,
however, that if such appointment or commencement of proceedings against
such Borrower is involuntary, such action will not constitute an Event
of Default if such appointment is revoked or such proceedings are dismissed
within the 30 day period mentioned above in this Paragraph 8;



            
(f) the entry of any judgment or order in excess of $200,000.00 against any 
Borrower at $200,000.00 which remains unsatisfied or undischarged;



          
(g) the occurrence of an Event of Default (a) under any other agreement
or instrument evidencing indebtedness for borrowed money in excess of
$200,000.00 executed or delivered by Borrower or pursuant to which
agreement or instrument Borrower or its properties is or may be bound;



           
(h) a Change of Control has occurred. "Change of Control" means if
(i) any Person (A) makes a tender or exchange offer for the issued and
outstanding voting stock of any Borrower and beneficially owns
twenty-five percent (25%) or more of the issued and outstanding voting stock of
any Borrower after such tender or exchange offer, or (B) acquires,
directly or indirectly, the beneficial ownership of twenty-five percent (25%) or
more of the issued and outstanding voting stock of Borrower in a single
transaction or a series of transactions; (ii) any Borrower is a party to
a merger, consolidation or similar transaction and following such transaction,
fifty percent (50%) or more of the issued and outstanding voting stock of the
resulting entity is not beneficially owned by those persons, corporations or
entities that constituted the stockholders of such Borrower immediately
prior to the transaction; (iii) any Borrower sells fifty percent (50%) or
more of its assets to any other person or persons (other than an Affiliate
or Affiliates of Borrower); (iv) individuals who, as of the date
first written above, constitute the Board of such Borrower (the "Incumbent
Board") cease for any reason to constitute at least a majority of such
Board; or (v) Jack Mitchell ceases to be President of Borrower;



           
(i) the occurrence of any event or condition which has or is reasonably likely
to have a Material Adverse Effect; or



           
(j) if Borrower is or becomes not publicly tradeable on the Toronto,
Canada Stock Exchange and is not thereafter within sixty (60) days publicly
tradeable on the TSX Group of company exchanges;

           
(k) the gaming authorities at any time revoke their Approval of this 
Agreement and the Stock Pledge or otherwise revoke or suspend 
Borrower's license or rights to own or operate any of its casinos in Panama;

            
(l) The Borrower fails to perform the conditions precedent in a timely
manner as set forth in Paragraph 7 above;

            
(m) the Borrower defaults under any of the Related Agreements or
any other agreement between Lender and Borrower; or

           
(n) the "Pledged Shares", as defined in the Pledge Agreement, shall cease
to constitute at least fifty percent (50%) of the issued and outstanding shares
of common stock of INB Panama.




9. REMEDIES UPON AN EVENT OF DEFAULT.




           
(a) Upon the occurrence of an Event of Default described in paragraph
8(h) hereof, Lender will not exercise any remedies unless such Event
of Default remains uncured for a period of sixty (60) days after notice from
Lender of such Event of Default. Upon the occurrence of an
Event of Default described in paragraphs 8(a), 8(c), 8(d), 8(e), 8(f),
8(g), 8(h), 8(j) or 8(k) hereof, all of the Liabilities will immediately
and automatically become due and payable, after ten (10) days' written notice
from Lender if such Event of Default is not cured within said ten
(10) day period at which time if no cure has occurred, Lender may
exercise its remedies. Upon the occurrence of any 
Event of Default described in paragraphs 8(a), 8(c), 8(d), 8(e), 8(f), 8(g),
8(j) or 8(k), the Lender will not exercise any remedies unless such 
Event of Default remains uncured for a period of thirty (30) days after
notice from Lender of such Event of Default. Subject to applicable
notice and cure periods, Lender may pursue all remedies it has under this
Agreement, any Related Agreement, or applicable law or in equity.
Borrower hereby grants Lender full authority to accept ownership
of the Collateral in exchange for full extinguishment of any 
Liabilities owed by Borrower to Lender hereunder or under the
Pledge Agreement. To make such election to take ownership of the 
Collateral, Lender shall notify Borrower and INB Panama
of its election to take ownership of the Collateral; provided however,
for the ninety (90) day period after Lender takes ownership of the 
Collateral, Lender 

                       
(i) may not sell the Collateral and

                      
(ii) Lender shall sell the Collateral back
to the Borrower, if and only if, Borrower delivers to Lender
monies representing 110% of the Liabilities due hereunder at such time,
including all costs of attorneys fees owed by Lender, plus interest at
the default rate hereunder. If Lender makes such election, the 
Borrower hereby grants title to the shares transferred to Lender,
with no further action from Lender or Borrower necessary to
effectuate such transfer, immediately upon Lender's sending notice of
such election.



           
If there is an occurrence of an uncured Event of Default, as a part of
and in addition to all other Liabilities, Borrower shall incur and
pay as a Liability to Lender an exit fee of $1,200,000 (the "Exit
Fee"), plus interest at 10% from the Effective Date, provided
however, if no Event of Default has occurred or is continuing, commencing
with the 13th month after the Effective Date, the amount of
the Exit Fee shall be reduced each month until the Consolidated Term
Loan is fully repaid, with the amount of said reduction equal to 1/36th
of the then current Exit Fee amount. Also, at any time during the term of
the Consolidated Term Loan, should Lender receive distributions
from any of Lender's affiliates, then said Exit Fee shall be
reduced by an amount equal to any distribution received. Lender
acknowledges that Borrower is a co-shareholder with a group of Panamanian
shareholders that own not more than fifty percent (50%) of shares issued by 
INB Panama and that Lender's rights as a stockholder of INB Panama
(should it exercise its remedy to take ownership of the Collateral) may
be subject to the terms and conditions of currently existing shareholder
agreements of INB shareholders.




10. INDEMNIFICATION.

           
Borrower agrees to defend (with counsel reasonably satisfactory to 
Lender), protect, indemnify and hold harmless Lender, each affiliate
or subsidiary of Lender, and each of their respective officers,
directors, employees, attorneys and agents (each an "Indemnified Party")
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, expenses and disbursements
of any kind or nature (including, without limitation, the disbursements and the
reasonable fees of counsel for each Indemnified Party in connection with
any investigative, administrative or judicial proceeding, whether or not the 
Indemnified Party will be designated a party thereto), which may be
imposed on, incurred by, or asserted against, any Indemnified Party
(whether direct, indirect or consequential and whether based on any federal,
state or local laws or regulations including, without limitation, securities,
environmental and commercial laws and regulations, under common law or in
equity, or based on contract or otherwise) in any manner relating to or arising
out of this Agreement or any Related Agreement, or any act, event
or transaction related or attendant thereto, the making and the management of
the Consolidated Term Loan or the use or intended use of the proceeds
therefrom, including, without limitation, any and all environmental matters and
conditions of every kind and nature, and including without limitation, 
Borrower's failure to obtain or maintain all licenses, permits or approvals
required for the operation of its business (regardless of the cause of such
failure); provided, however, that Borrower will not have
any obligation hereunder to any Indemnified Party with respect to matters
caused by or resulting from the willful misconduct or gross negligence of such
Indemnified Party. To the extent that the undertaking to indemnify set
forth in the preceding sentence may be unenforceable because it is violative of
any law or public policy, Borrower will satisfy such undertaking to the
maximum extent permitted by applicable law. Any liability, obligation, loss,
damage, penalty, cost or expense covered by this indemnity will be paid to each
Indemnified Party on demand, and, failing prompt payment, will, together
with interest thereon at the rate then applicable to Loan hereunder from
the date incurred by each Indemnified Party until paid by Borrower,
be added to the Liabilities of Borrower and be secured by the 
Collateral. The provisions of this paragraph 10 will survive the
satisfaction and payment of the other Liabilities and the termination of
this Agreement.



11. NOTICES.

           
All written notices and other written communications with respect to this 
Agreement will be sent by ordinary, certified or overnight mail, by telecopy
or delivered in person, and in the case of Lender will be sent to it at
5425 Martindale, Suite 100, Shawnee, Kansas 66218, Attention: Tino Monaldo (if
by telecopy to (913) 441-5980), and in the case of Borrower will be sent
to all Borrower at 16885 West Bernardo Drive, Suite 100, San Diego,
California 92127, Attention: Jack Mitchell (if by telecopy to (858) 451-1169).



12. CHOICE OF GOVERNING LAW AND CONSTRUCTION.

           
This Agreement and the Related Agreements are submitted by 
Borrower to Lender for Lender's acceptance or rejection at 
Lender's principal place of business as an offer by Borrower to
borrow monies from Lender now and from time to time hereafter, and will
not be binding upon Lender or become effective until accepted by 
Lender, in writing, at said place of business. If so accepted by Lender,
this Agreement and the Related Agreements will be deemed to have
been made at said place of business. THIS AGREEMENT AND THE OTHER AGREEMENTS
WILL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF KANSAS AS
TO INTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER
RESPECTS, INCLUDING, WITHOUT LIMITATION, THE LEGALITY OF THE INTEREST RATE AND
OTHER CHARGES, AND PERFECTION OF THE SECURITY INTERESTS IN THE COLLATERAL.
If any provision of this Agreement will be held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or remaining provisions of this Agreement.



13. FORUM SELECTION AND SERVICE OF
PROCESS.

           
To induce Lender to accept this Agreement, Borrower
irrevocably agrees that, subject to Lender's sole and absolute election,
ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR
FROM OR RELATED TO THIS AGREEMENT, THE OTHER AGREEMENTS OR THE COLLATERAL WILL
BE LITIGATED IN FEDERAL COURTS HAVING SITES WITHIN THE KANSAS CITY, STATE OF
KANSAS. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL,
STATE OR FEDERAL COURTS LOCATED WITHIN SAID CITY AND STATE. Borrower
hereby irrevocably appoints and designates the Secretary of State of Kansas,
whose address is Topeka, Kansas (or any other person having and maintaining a
place of business in such state whom Borrower may from time to time
hereafter designate upon ten (10) days written notice to Lender and who
Lender has agreed in its sole discretion in writing is satisfactory and
who has executed an agreement in form and substance satisfactory to Lender
agreeing to act as such attorney and agent), as Borrower's true and
lawful attorney and duly authorized agent for acceptance of service of legal
process. Borrower agrees that service of such process upon such person
will constitute personal service of such process upon Borrower. 
BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF
ANY LITIGATION BROUGHT AGAINST BORROWER BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH.



14. MODIFICATION AND BENEFIT OF AGREEMENT.

           
This Agreement and the Related Agreements may not be modified,
altered or amended except by an agreement in writing signed by Borrower
and Lender. Borrower may not sell, assign or transfer this 
Agreement, or the Related Agreements or any portion thereof
including, without limitation, Borrower's rights, titles, interest,
remedies, powers or duties thereunder. Borrower hereby consents to 
Lender's sale, assignment, transfer or other disposition, at any time and
from time to time hereafter, of this Agreement, or the Related
Agreements, or of any portion thereof, or participations therein without
limitation, Lender's rights, titles, interest, remedies, powers and/or
duties thereunder. Borrower agrees that it will execute and deliver such
documents as Lender may request in connection with any such sale,
assignment, participation transfer or other disposition.



15. HEADINGS OF SUBDIVISIONS.

           
The headings of subdivisions in this Agreement are for convenience of
reference only, and will not govern the interpretation of any of the provisions
of this Agreement.



16. POWER OF ATTORNEY.

           
Borrower acknowledges and agrees that its appointment of Lender as
its attorney and agent-in-fact for the purposes specified in this Agreement
is an appointment coupled with an interest and will be irrevocable until all of
the Liabilities are paid in full and this Agreement is terminated.



17. WAIVERS.

           
Lender's failure, at any time or times hereafter, to require strict
performance by Borrower of any provision of this Agreement or any
of the Related Agreements will not waive, affect or diminish any right of
Lender thereafter to demand strict compliance and performance therewith.
Any suspension or waiver by Lender of an Event of Default under
this Agreement or any default under any of the Related Agreements
will not suspend, waive or affect any other Event of Default under this
Agreement or any other default under any of the Related Agreements,
whether the same is prior or subsequent thereto and whether of the same or of a
different kind or character. No delay on the part of Lender in the
exercise of any right or remedy under this Agreement or any Related
Agreement will preclude other or further exercise thereof or the exercise of
any right or remedy. None of the undertakings, agreements, warranties, covenants
and representations of Borrower contained in this Agreement or any
of the Related Agreements and no Event of Default under this 
Agreement or default under any of the Related Agreements will be
deemed to have been suspended or waived by Lender unless such suspension
or waiver is in writing, signed by a duly authorized officer of Lender
and directed to Borrower specifying such suspension or waiver.



18. KANSAS STATUTORY NOTICE.


            
K.S.A. 16-117 and 16-118 Notice.

            The
following notice is given to comply with K.S.A. 16-117 and 16-118:


         THIS IS
THE FINAL EXPRESSION OF THIS AGREEMENT BETWEEN BORROWER AND 
LENDER. THIS LOAN AGREEMENT CANNOT BE CONTRADICTED BY EVIDENCE OF ANY
PRIOR ORAL CREDIT AGREEMENT OR OF A CONTEMPORANEOUS ORAL CREDIT AGREEMENT
BETWEEN BORROWER AND LENDER. THE FOLLOWING SPACE (WHICH THE
PARTIES HERETO AGREE IS SUFFICIENT SPACE) IS PROVIDED FOR THE PLACEMENT OF
NONSTANDARD TERMS, IF ANY (IF THERE ARE NO NONSTANDARD TERMS TO BE ADDED, STATE
"NONE"): 

           
NONE.

 

          BY
SIGNING BELOW, BORROWER AND LENDER HEREBY AFFIRM THAT THERE IS NO
UNWRITTEN ORAL CREDIT AGREEMENT BETWEEN THEMSELVES WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT.



19. AGREEMENT GOVERNED BY THE LAWS OF
KANSAS. 

           
This Agreement shall be governed by and construed in accordance with the
internal laws, rule, regulations and not the laws pertaining to choice or
conflict of laws, of the State of Kansas and the United States, except where
there is a conflict with the laws, rules and regulations of the Toronto Canada
Stock Exchange in which case the later shall control.



20. AGREEMENT SUBJECT TO LAWS.

           
If any provision of this Agreement or the application thereof to any
party or any circumstance shall be found to be contrary to, or inconsistent with
or unenforceable under any Law, the latter shall control and this 
Agreement shall be deemed modified accordingly, but in other respects the 
Agreement shall continue in full force and effect subject to the
modifications necessary to preserve the intent and considerations due the
parties as set forth in the subsequent sentence. It is the express intention of
the parties hereto that this Agreement no be invalidated by the current
or future existence of Law, known or unknown; but rather it is the
intention of the parties that the doctrine of cy pres apply in the event
part or all of this Agreement is so invalidated; and further that this 
Agreement shall be reconstituted and enforceable by the parties hereto their
successor and/or assigns in such a manner so as to fully carry out, implement
and execute the intentions of the parties and provide all of the considerations
contemplated by the parties hereto.



21. FURTHER ASSURANCES.

           
The parties hereby agree to execute, acknowledge and deliver to each other any
further writings, documents, transfers, acknowledgments, instruments, powers of
attorney, authorizations, filings, applications, reports, etc., that may be
reasonably required to give full force and effect to the provisions of this 
Agreement, and to take such further actions reasonably required in
fulfillment of obligations set forth herein or in furtherance of the intent
hereof.



22. COUNTERPARTS.

           
This Agreement may be executed in multiple counterparts, each of which
shall be in an original, but all of which shall be deemed to constitute one
instrument. This Agreement or any document executed in connection
herewith shall be binding upon such signator party, if said signature is
delivered by telecopier or other like transmission.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 

 

 


IN WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Agreement in Shawnee, Kansas.




	 	
    MRG ENTERTAINMENT, LLC,

    a Kansas limited liability company

    

              
    /s/ Tino M. Monaldo

    By: _______________________

    Tino M. Monaldo

    Chief Operating Officer

    
    

    

	 	
    INTERNATIONAL THUNDERBIRD GAMING CORPORATION

    

             
    /s/ Jack R. Mitchell

    By: _______________________

    Jack R. Mitchell, President 






 

 


EXHIBIT A




BUSINESS LOCATIONS




               
Attached to and made a part of that certain Loan and Security Agreement
of even date herewith between INTERNATIONAL THUNDERBIRD GAMING CORPORATION
and MRG ENTERTAINMENT, LLC, a Kansas limited liability company.




A.            
Borrower's business location (please indicate which location is the
principal place of business and at which location(s) originals and all copies of
Borrower's books, records and accounts are kept):



  


	International Thunderbird Gaming Corporation 

    

    16885 West Bernardo Drive, Suite 100,

    

    San Diego, California 92127

    

    Attention: Jack Mitchell 

    

    Telecopy: (858) 451-1169

    

    (Principal place of business)

    

 
    

	International Thunderbird Gaming Corporation 



                          
16885 West Bernardo Drive, Suite 100


  
    San Diego, California 92127

    Attention: Jack Mitchell 

  



Telecopy: (858) 451-1169)

    (Location of books, records and accounts)

 

    

  


       3.     Fiesta Casinos Panama



Calle 51 y Aquilino de la Guardia

    Panama City, Panama

    Republic of Panama

    Tel: (507) 269-0691

    Fax: (507) 269-3345

 

  



       4.     Fiesta
  Casinos Nicaragua



Hotel Inter-continental Managua

    Octava Calle Suroeste No. 101

    P.O. Box 3278

    Managua, Nicaragua

    Tel: (505) 277-0251

    Fax: (505) 277-0251

 

  


      5.      Fiesta
  Casinos Guatemala

  
  
    14 Calle 3-51 Zona

    Edificio Murano Center

    Nivel 6 Oficina 603

    Guatemala City, Guatemala

    Central America

    Tel: (502) 366-6096

    Fax: (502) 366-6074

  





 

 


EXHIBIT B




OFFICER'S CERTIFICATE




           
This Certificate is submitted pursuant to the Consolidation Loan Agreement
("Loan Agreement") between Management Resources Group, LLC, a Kansas
limited liability company ("Lender") and International Thunderbird Gaming
Corporation, a Canadian corporation ("Borrower"), dated on or about
October, 2002, for approximately $3,130,000 (hereafter collectively the "Loan
Documents").



           
The undersigned hereby certifies to Lender that as of the date of this 
Agreement:



           
1.         The undersigned is the
President of the Borrower.



           
2.        There exists no event or
circumstance which is or which with the passage of time, the giving of notice,
or both would constitute an Event of Default, as that term is defined in
the Loan Documents, or, if such an event or circumstance exists, a
writing attached hereto specifies the nature thereof, the period of existence
thereof and the action that Borrower has taken or proposes to take with
respect thereto.



           
3.        No material adverse change in the
condition, financial or otherwise, business, property, or results of operations
of Borrower has occurred since , or, if such a change has occurred, a
writing attached hereto specifies the nature thereof and the action that 
Borrower has taken or proposes to take with respect thereto.



           
4.        All insurance premiums due as of
such date have been paid.



           
5.        All taxes due as of such date have
been paid or, for those taxes which have not been paid, a writing attached
hereto describes the nature and amount of such taxes, and sets forth Borrower's
rationale for not paying such taxes and the action that Borrower has
taken or proposes to take with respect thereto.



           
6.        To the best of the undersigned's
knowledge, after appropriate inquiry, except as previously disclosed to 
Lender in writing, no litigation, investigation or proceeding, or injunction
writ or restraining order is pending or threatened against the Borrower
or, if any litigation, investigation or proceeding, or injunction, writ or
restraining order is pending or threatened against the Borrower, a
writing attached hereto specifies the nature thereof and the action that 
Borrower has taken or proposes to take with respect thereto.



           
7.        Borrower is in compliance
with the representations, warranties and covenants in the Loan Agreement,
or, if Borrower is not in compliance with any representations, warranties
or covenants in the Loan Agreement, a writing attached hereto specifies
the nature thereof, the period of existence thereof and the action that 
Borrower has taken or proposes to take with respect thereto.

.


		INTERNATIONAL
    THUNDERBIRD GAMING CORPORATION
                  
    /s/ Jack Mitchell

    By: _________________________________

       Jack Mitchell, President




 

 

 


 

 

 

 


SCHEDULE 7(d)




PENDING LITIGATION



 




    	USA Gaming, Inc. v. International Thunderbird Gaming Corp. South
    Dakota Circuit Court, Seventh Judicial Circuit, County of Pennington. This
    lawsuit involves an alleged breach of agreement and that Thunderbird did not
    become licensed in the State of South Dakota as allegedly agreed.
    Thunderbird believes that this is a frivolous action and is defending it
    aggressively. 
	Hilton v. International Thunderbird Gaming Corp. Case No.
    98-CP-27-1, State of South Carolina, County of Jasper. Attorney Ralph E.
    Tupper, P.O. Box 2055, 611 Bay Street, Beaufort, South Carolina 29901-2055;
    843-524-1116. Debra Hilton filed an action claiming that a Thunderbird
    manufactured machine was defectively designed and caused her injury while
    she was sitting and playing the machine. The underlying theory is "products
    liability". Thunderbird turned the claim over to its insurance carrier,
    which is defending the action. The matter is in the discovery stage.
    

	SBA v. Calsino Inc. and International Thunderbird Gaming Corporation,
    San Diego Superior Court. The SBA filed an action against Calsino Inc. (a
    wholly owned subsidiary of International Thunderbird Gaming and against its
    parent company claiming approximately $45,000 on a loan that is in default.
    


 

 

SCHEDULE 7(i)




INDEBTEDNESS

 


1. PRIME LEASING - INB:  $840,793 at 13% (1999 - 15%)
effective annual interest rate, $33,000 (1999 - $53,000) monthly payments of
principal and interest, maturing September 2003, and secured by a certain lease
of gaming machines.



2. SEBRING ASSET MNG - INB:   $797,797 at 18%
effective annual interest rate, $36,000 monthly payments of principal and
interest, maturing June 2003.

3. EH&P - INB:  $309,642 at 15% effective annual
interest rate, $30,000 (1999 - $30,000) monthly payments of principal and
interest, maturing February 2002 (1999 - January 2002). The Company has pledged
its ownership in Thunderbird Guatemala and the California gaming amounts
recoverable as security fore the loan and has offered a second security interest
position in its ownership of Thunderbird Panama but only to the extent permitted
by the terms of the licenses and by applicable Panamanian law.

4. SBA LOAN:  $58,655


 

SCHEDULE 7(m)




PARENTS, SUBSIDIARIES, JOINT VENTURES AND PARTNERSHIPS

I. THE PARENT COMPANY





    	Incorporation. International Thunderbird Gaming Corporation ("the
    Company") was incorporated by registration of its memorandum and articles
    under the Company Act (British Columbia) on September 4, 1987 under the name
    "Winters Gold Hedley Ltd.". The Company changed its name to "Regal Gold
    Corporation" and consolidated its share capital on a 2.5:1 basis effective
    August 26, 1993. The Company subsequently changed its name to International
    Thunderbird Gaming Corporation, and updated its articles, effective June 23,
    1994.
    The Company continued into the Yukon effective February
    5, 1999, as approved by the shareholders of the Company on June 18, 1998.

    The Company's head and principal office is located at
    16885 West Bernardo Drive, Suite 100, San Diego, California 92127. The
    Company's registered and records office and address for service in the Yukon
    is in care of its solicitors, Preston, Willis & Lackowicz, Suite 300 - 204
    Black Street, Whitehorse, Yukon, Canada Y1A 2M9.

      

	Subsidiaries. The Company owns and manages the following wholly or
    partially owned subsidiaries (the "Subsidiaries"): 

	
    Name of Subsidiary
	
    Percentage of Voting Shares Beneficially Owned or
    Controlled by the Company
	
    Date of Incorporation
	
    Jurisdiction of Incorporation

	Thunderbird Carolina Inc. 
    	
    100%
	
    Dec. 22, 1989
	North Carolina
	Thunderbird Gaming Inc. 
    	
    100%
	
    March 30, 1992
	British Columbia
	Thunderbird Greeley, Inc. 
    	
    100%
	
    Jan. 14, 1994
	Colorado
	Thunderbird Manufacturing Inc.
    	
    100%
	
    May 19, 1994
	British Columbia
	International Thunderbird Gaming
    SRL 	
    100%
	
    March 7, 1996
	Barbados
	Thunderbird Development, Inc.	
    100%
	
    March 19, 1996
	California
	International Thunderbird Gaming
    (Panama) Corp	
    50%
	
    Nov. 25, 1996
	Panama
	Thunderbird (Barbados) Inc.	
    100%
	
    Jan. 27, 1997
	Barbados
	537481 British Columbia Ltd.	
    100%
	
    Feb. 27, 1997
	British Columbia
	International Thunderbird Gaming
    - Nova Scotia	
    100%
	
    June 23, 1997
	Nova Scotia
	Thunderwatch Partnership	
    100%
	
    July 2, 1997
	British Columbia
	Camino Real (BVI) Investments
    Ltd.	
    100%
	
    August 29, 1997
	British Virgin
    Islands
	International Thunderbird (BVI)
    Ltd.	
    100%
	
    August 29, 1997
	British Virgin
    Islands
	Thunderwatch (BVI) Ltd.	
    100%
	
    Sept. 1, 1997
	British Virgin
    Islands
	International Thunderbird Brazil
    (BVI) Ltd.	
    100%
	
    Oct. 2, 1997
	British Virgin
    Islands
	Thunderbird de Guatemala, S.A.
    ("Thunderbird Guatemala")	
    100%
	Oct. 15, 1997	Guatemala
	Thunderwatch (Barbados) Inc.	
    100%
	Oct. 16, 1997	Barbados
	Thunderbird do Brazil, S.A.	
    100%
	Oct. 30, 1997	Brazil
	Thunderbird Panama (BVI) I Ltd.	
    100%
	April 22, 1998	British Virgin
    Islands
	Thunderbird Panama
    (BVI) II Ltd.
    Juegos De Mexico Inc.

    Skill Game Equipment (BVI) Limited

    Servicios De Destraza S.A.

    Fiesta Juegos De Costa Rica S.A.

    Casinos Pajaro Trueno, S.A.

    Thunderbird De Nicaragua
	
    100%

    

    100%

    100%

    

    100%

    92.5%

    100%

    76.5%
	April 22, 1998
    June 23, 2000

    July 14 ,2000

    July 31, 2000

    August 9, 2000

    August 9, 2000

    Oct. 28, 2000
	
    British Virgin Islands
    British Virgin Islands

    British Virgin Islands

    Mexico

    Costa Rica

    Costa Rica

    Nicaragua




            All of the
subsidiaries were held directly by the Company or indirectly through another
subsidiary. None of the subsidiaries have any non-voting shares outstanding.

            The
following are the main operating activities carried out by the Company's
Subsidiaries:

	  The Company through Thunderbird Panama operates five casinos in the
  Republic of Panama under the name Fiesta Casinos. 


	  The Company through Thunderbird Guatemala, supplies, installs,
  manages, operates and maintains video lottery terminals and associated
  equipment in Guatemala. 


	  The Company through Thunderbird de Nicaragua operates a casino in
  the Republic of Nicaragua under the name Fiesta Casinos. 


                       
C.  Investments. The Company has investments in the following
entities:


	
    Name of Entity
	
    Percentage of Voting Shares Owned by the Company
	
    Date of Incorporation
	
    Jurisdiction of Incorporation

	South America
    Entertainment Investment	
    30%
	
    January 11, 2000
	British Virgin
    Islands
	Fiesta Casino
    Guayana C.A.	
    30%
	
    April 14, 2000
	Venezuela
	Entertainmens de
    Mexico - Laredo 	
    33.3%
	
    November 7, 2000
	Mexico
	Entertainmens de
    Mexico SRL 	
    37.18%
	
    December 15, 2000
	Mexico




 

NEITHER THIS WARRANT CERTIFICATE NOR THE SHARES OF STOCK TO
BE ISSUED UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
OR UNDER APPLICABLE STATE SECURITIES LAWS OR THE LAWS OF THE DOMINION OF CANADA.


 





INTERNATIONAL THUNDERBIRD GAMING CORPORATION

 





WARRANT CERTIFICATE AND AGREEMENT

 




           
This Warrant Certificate and Agreement (this "Agreement") is
issued in connection with that certain Loan Agreement of even date herewith by
and between Borrower (defined below) and Registered Holder (defined below) (as
amended, restated, extended or otherwise modified from time to time, the "Consolidated
Term Loan"; capitalized terms used herein without definition shall have
the meanings ascribed thereto in the Consolidated Term Loan and the exhibits
thereto).

Date of Issue:                                                                               
Effective December 30, 2002

Expiration Date of the Right to Exercise:                                        
December 31, 2006 


Registered Holder:                                                                       
Name:         MRG Entertainment, LLC

                                                                                                    
Address:      5425 Martindale, Suite 100

                                                                                                                       
Shawnee, KS 66218

           
For value received, International Thunderbird Gaming Corporation ("Borrower")
hereby grants to the Registered Holder named above or its registered assign(s) ("Registered
Holder"), the right to purchase from the Borrower the number of
shares of Borrower's Common Stock (the "Common Stock")
equal to the Total Warrant Shares, as defined below. The amount and kind
of securities purchasable pursuant to the rights granted hereby and the purchase
price for such securities are subject to adjustment as provided under the terms
set forth in this Agreement but, notwithstanding anything contained herein to
the contrary, the securities purchased hereunder shall always be voting shares.
This Agreement supercedes and replaces all prior Warrant Certificates and
Agreements between the parties hereto, including but not limited to those dated
in 2001.

           
The Borrower hereby agrees as follows:




DEFINITIONS


            1.1       
The term "Warrant Share" means one share of the Common Stock
provided, that if under the provisions hereof, there shall be a change such that
the securities purchasable hereunder shall be issued by an entity other than the
Borrower or there shall be a change in the type or class of securities
purchasable hereunder, then the term "Warrant Share" shall mean
one share of the security purchasable upon the exercise of the rights granted
hereunder if such security shall be issuable in shares or shall mean the
smallest unit in which such security shall be issuable if such security shall
not be issuable in shares. 

            1.2       
The term "Warrant Shares" means the aggregate Warrant Shares
at any time subject to the Warrants evidenced by this Agreement, which shares
shall be immediately tradeable on the Toronto Stock Exchange. 

            1.3       
The term "Total Warrant Shares" means 

            
(x) [2,345,000] shares of common voting stock of Borrower as
adjusted pursuant to Article III below. 

           
(y) So long as there is no Event of Default which has occurred and is
continuing, the Total Warrant Shares shall be reduced starting in
month twenty-five (25) after the Effective Date of the Consolidated
Term Loan and each month thereafter in an amount equal to 1/24th
of the initial Total Warrant Shares.




EXERCISE OF WARRANT


            2.1       
The Number of Shares for Which Warrant is Exercisable. Except as provided
herein, this Agreement shall be exercisable for the number of Total Warrant
Shares. 



            2.2       
Exercise Period. The Registered Holder may exercise all or a
portion of the Warrants at any time or from time to time after the date hereof
but prior to the Expiration Date. 



            2.3       
Exercise Price. Subject to adjustment as set forth herein, the
Exercise Price for each of the Warrants is in U.S. dollars the lesser of 15
cents Canadian or 10 cents U.S. dollars. Any part of the Term Loan not reduced
as a part of the exercise of the Series A and Series B Warrants shall remain due
and payable by Borrower to Registered Holder pursuant to the terms of the
Consolidated Term Loan. 



            
Payment of Excercise Price. The Exercise Price shall first be paid by
reduction of the principal and interest on the Consolidated Term Loan if the
Consolidated Term Loan remains unpaid, but if paid, Registered Holder shall pay
the Exercise Price to Borrower. 



            2.4       
No Fractional Warrant Share to be Issued. If any fraction of a Warrant
Share would be issuable in the exercise of this Warrant, the Borrower, at its
option, may in lieu of such fractional share pay to the Registered Holder in
cash, an amount equal to such fraction of the Current Price per share of Common
Stock of the Borrower.



            2.5        
Exercise Procedure. In order to exercise the Warrants, Registered Holder
shall deliver a written notice to Borrower at its principal office (the 
"Exercise Notice"), signed by Registered Holder stating that it elects to
exercise all or a portion of this Agreement and stating the number of Warrant
Shares it is exercising; the Exercise Price therefor (it is exercising a Series
A or a Series B Warrant; and noting whether the Exercise Price is being paid by
reduction of the Consolidated Term Loan or in cash (and if by cash, a certified
check for the Exercise Price shall accompany the Exercise Notice). The date of
receipt by Borrower of the Exercise Notice is herein referred to as the "Date
of Exercise". If the Registered Holder states in the Exercise Notice that it
is paying Exercise Price by reduction to the Term Loan, the principal amount of
the Consolidated Term Loan will be automatically reduced (in inverse order of
maturity) by the total amount of the Exercise Price for the portion of the
Warrant exercised. The Borrower will provide the Registered Holder notice of any
exercise of this Warrant and of the amount of the reduction of the principal
amount of the Consolidated Term Loan. Except as specifically provided herein,
nothing contained in this Warrant shall be construed so as to release Borrower
from payment or performance in full of all Liabilities or other amounts due
hereunder or under the Exercise Amount.



            2.6       
As promptly as practicable (but in any event no more than 15 Business Days)
after the Date of Exercise, Borrower shall issue or cause to be issued and
deliver or cause to be delivered to Registered Holder, a certificate or
certificates for the number of Common Shares deliverable upon the exercise of
this Warrant (or specified portion hereof). Such exercise shall be deemed to
have been effected immediately prior to the close of business on the Date of
Exercise and at such time the rights of Registered Holder hereunder shall cease
and Registered Holder shall be deemed to have become on such date the
holder of record of the Common Shares represented by the certificates received
by Registered Holder; provided, however, that no such surrender on any date when
the share transfer registers for Common Shares of Borrower shall be closed shall
be effective to constitute Registered Holder as the holder of record
of such Common Shares on such date, but such surrender shall be effective to
constitute Registered Holder as the holder of record thereof for all
purposes at the close of business on the next succeeding day on which such share
transfer registers are open. No payment or adjustment shall be made upon any
exercise on account of any cash dividends on the Common Shares issuable upon
exercise. Borrower acknowledges that this Warrant may be exercised in part(s),
and 



            2.7       
Borrower acknowledges and agrees that any unexercised portion of the Warrant
may, at any time prior to the maturity date and at the Registered Holder's sole
discretion, be exercised in any such portions and at any such times as the
Registered Holder may so decide subject to the restriction that all exercises
when added up cumulatively shall not exceed 20% of the then issued and
outstanding Common Shares of Borrower, taking into consideration the shares
issued upon exercise. 



            2.8       
Assignment. Any assignment of this Warrant shall be substantially in the
form set forth in Exhibit 1, attached hereto and incorporated herein, and
shall provide that the person executing the same thereby sells, assigns and
transfers to the person(s) named therein the rights evidenced by this Warrant to
purchase the number of Warrant Shares stated therein. Such Assignment shall be
dated the actual date of execution thereof. 





ANTI-DILUTION



            3.1       
Adjustment of the Exercise Price. The relevant Exercise Price shall be
subject to adjustment from time to time as follows: 



                                
a)        In case Borrower shall: (A)
subdivide its outstanding Common Shares into a greater number of shares; (B)
consolidate its outstanding Common Shares into a smaller number of shares; or
(C) issue Common Shares to the holders of its outstanding Common Shares by way
of stock dividend (other than a stock dividend to the holders of Common Shares
who exercise an option to receive in the ordinary course equivalent dividends in
Common Shares in lieu of receiving cash dividends), the Exercise Price in effect
on the effective date of such subdivision or consolidation or on the record date
for such issue of Common Shares by way of a stock dividend, as the case may be,
shall, in the case of the events referred to in (A) and (C) above, be decreased
in proportion to the total number of outstanding Common Shares resulting from
such subdivision or issue, or shall, in the case of the event referred to in (B)
above, be increased in proportion to the total number of outstanding Common
Shares resulting from such consolidation. Such adjustment shall be made
successively whenever any event referred to above shall occur. Any such issue of
Common Shares by way of a stock dividend shall be deemed to have been made on or
immediately prior to the record date for the stock dividend for the purpose of
calculating the number of outstanding Common Shares under subparagraphs (b) and
(c) below.



                              
b)      In case Borrower shall fix a record date for
the issuance of options, rights or warrants to all or substantially all of the
holders of its outstanding Common Shares entitling them, for a period expiring
not more than 45 days after such record date, to subscribe for or purchase
Common Shares (or Securities exercised or exchangeable into Common Shares) at a
price per share (or having an exercise or exchange price per share) less than
95% of the Current Price per Common Share, as the case may be, on such record
date, the Exercise Price shall be automatically adjusted immediately after such
record date so that it shall equal the price determined by multiplying the
Exercise Price in effect on such record date by a fraction, of which the
numerator shall be the sum of: (A) the total number of outstanding Common Shares
on such record date; plus (B) a number of Common Shares determined by dividing
the aggregate price of the additional Common Shares, if any, offered for
subscription or purchase (or the aggregate exercise or exchange price of the
exercisable or exchangeable Securities so offered) by the Current Market Price
per Common Share, and of which the denominator shall be the total number of
outstanding Common Shares on such record date plus the total number of
additional Common Shares offered for subscription or purchase (or into which the
exercisable or exchangeable Securities so offered are exercisable or
exchangeable). Any Common Shares owned by or held for the account of Borrower
shall be deemed not to be outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed.
To the extent that such options, rights or warrants are not so issued or such
options, rights or warrants are not exercised prior to the expiration thereof,
the Exercise Price shall be readjusted to the Exercise Price which would then be
in effect based upon the number of Common Shares (or Securities exercisable or
exchangeable into Common Shares) actually delivered upon the exercise of such
options, rights or warranties, as the case may be.



                            
c)        In case Borrower shall fix a record
date for the making of a distribution to all or substantially all the holders of
its outstanding Common Shares of: (A) shares of any class other than Common
Shares; or (B) options, rights or warrants (excluding those referred to in
paragraph (b) above); or (C) evidences of its indebtedness; or (D) assets
(excluding cash dividends and dividends referred to in paragraph (a) above and
stock dividends to holders of Common Shares who exercise an option to receive in
the ordinary course equivalent dividends in Common Shares in lieu of receiving
cash dividends), then in each such case the Exercise Price shall be
automatically adjusted immediately after such record date so that it shall equal
the price determined by multiplying the Exercise Price in effect on such record
date by a fraction, of which the numerator shall be the number of Common Shares
outstanding on such record date multiplied by the Current Price per Common
Share, less the fair market value (as determined by the board or directors,
whose determination shall be conclusive) of such shares or options, rights or
warrants or evidences of indebtedness or assets, if any, so distributed to the
holders of Common Shares, and of which the denominator shall be the total number
of Common Shares outstanding on such record date multiplied by the Current Price
per Common Share. Any Common Shares owned by or held for the account of Borrower
shall be deemed not to be outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed.
To the extent that such distribution is not so made, the Exercise Price shall be
readjusted to the Exercise Price which would then be in effect based upon such
shares or options, rights or warrants or evidences of indebtedness or assets
actually distributed.



                           
d)        No adjustments of the Exercise
Price shall be made pursuant to Clause C of Section (a) above or pursuant to
Sections (b) or (c) above if Registered Holder is permitted to participate in
such issuance by way of stock dividend or in the issue of such options, rights
or warrants or such distribution, as the case may be, as though and to the same
effect as if it had exercised the Exercise Amount into Common Shares prior to
the record date for such issuance by way of stock dividend or the issue of such
options, rights or warrants or such distribution, as the case may be.



                           
e)        In any case in which this paragraph
shall require that an adjustment shall become effective immediately after a
record date for an event, Borrower may defer until the occurrence of such event:
(A) issuing to Registered Holder who has exercised the Exercise
Amount (or a portion hereof) after such record date and before the occurrence of
such event the additional Common Shares issuable upon such exercise by reason of
the adjustment required by such event over and above the Common Shares issuable
upon such exercise before giving effect to such adjustment; and (B) paying to
Registered Holder cash in lieu of any fractional interest to which he
is entitled pursuant to Section (e); provided, however, that Borrower shall
deliver to Registered Holder an appropriate instrument evidencing
Registered Holder's rights to receive such additional Common Shares and such
cash upon the occurrence of the event requiring such adjustment and the right to
receive any distributions made on such additional Common Shares declared in
favour of holders of record of Common Shares on and after the Date of Exercise
or such later date as such holder would, but for the provisions of this
subparagraph (e), have become the holder of record of such additional Common
Shares.



                      
f)        The adjustments provided for in
this paragraph are cumulative and shall apply to successive dividends,
distributions, subdivisions, consolidations, issues or other events resulting in
any adjustment under the provisions of this paragraph; provided that,
notwithstanding any other provisions of this paragraph, no adjustment in the
Exercise Price shall be required unless such adjustment would require an
increase or decrease of at least one percent in such price; provided further,
however, that any adjustments which by reason of this paragraph are not required
to be made shall be carried forward and taken into account in any subsequent
adjustment. 



            3.2       
Certificate as to Adjustment. Borrower shall from time to time
immediately after the occurrence of any event which requires an adjustment in
the Exercise Price as above provided, deliver an officers' certificate to
Registered Holder specifying the nature of the event requiring the
adjustment and the amount of the adjustment thereby necessitated and setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based, which certificate and the amount of the adjustment
therein specified shall be verified by an opinion of Borrower's auditors and,
when so verified, be conclusive and binding on all parties in interest. Borrower
shall forthwith give notice of such adjustment to Registered Holder, which
notice shall specify the Exercise Price after such adjustment and the event
requiring such adjustment. 



                
3.3        Notice to Registered Holder of
Certain Events. In the event that: Borrower shall declare on its Common
Shares any dividend payable in shares of Borrower (other than a stock dividend
to the holders of Common Shares who exercise an option to receive in the
ordinary course equivalent dividends in Common Shares in lieu of receiving cash
dividends) or make any other distribution on its Common Shares (other than a
cash dividend); Borrower shall offer for subscription pro rata to all the
holders of its Common Shares any additional shares of any class or Securities
exercisable into or exchangeable for Common Shares or shall issue any other
options, rights or warrants to all of such holders;there shall be a
reclassification or change of the Common Shares of the nature referred to in
Paragraph 3.4 below or an amalgamation or merger of Borrower with or into any
other corporation or a sale, transfer or other disposition of all or
substantially all of the assets of Borrower; orthere shall be a voluntary or
involuntary dissolution, liquidation or winding-up of Borrower; then, in each
such case, Borrower shall give notice to Registered Holder of the
action proposed to be taken and the date on which: (A) the books of Borrower
shall close or a record shall be taken for such dividend, distribution,
subscription rights or other options, rights or warrants; or (B) such
reclassification, change, amalgamation, merger, sale, transfer or other
disposition, dissolution, liquidation or winding-up shall take place, as the
case may be, provided that Borrower shall only be required to specify in such
notice such particulars of such action as shall have been fixed and determined
at the date on which such notice is given. Such notice shall also specify the
date as of which the holders of Common Shares of record shall participate in
such dividend, distribution, subscription rights or other options, rights or
warrants, or shall be entitled to exchange their Common Shares for Securities or
other property deliverable upon such reclassification, change, amalgamation,
merger, sale, transfer or other disposition, dissolution, liquidation or
winding-up as the case may be. Such written notice shall be given, with respect
to the actions described above, not less than 15 days, prior to the record date
or the date on which Borrower's transfer books are to be closed with respect
thereto. Reclassifications, Reorganizations, Etc. In the case of any
reclassification or change of the Common Shares (other than a change as a result
of a subdivision or consolidation), or in the case of any amalgamation of
Borrower with, or merger of Borrower into any other corporation (other than an
amalgamation or merger in which Borrower is the continuing corporation and which
does not result in any reclassification or change, other than as aforesaid, of
the Common Shares), or in the case of any sale, transfer or other disposition of
all or substantially all of the assets of Borrower, Borrower or the corporation
formed by such amalgamation or the corporation into which Borrower shall have
been merged or the corporation which shall have acquired such assets, as the
case may be, shall execute and deliver to Registered Holder, if requested by
Registered Holder, evidence in form satisfactory to Registered Holder, providing
that Registered Holder shall have the right thereafter (until the
expiration of the exercise right of the Exercise Amount) to exercise the
Exercise Amount into the kind and amount of shares and other Securities and
property receivable upon such reclassification, change, amalgamation, merger,
sale, transfer or other disposition by a holder of the number of the Common
Shares into which the Exercise Amount might have been exercised immediately
prior to such reclassification, change, amalgamation, merger, sale, transfer or
other disposition. Such evidence shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
paragraph. The above provisions of this paragraph shall similarly apply to
successive reclassifications, changes, amalgamations, mergers, sales, transfers
or other dispositions. Upon any reclassification or change of the Common Shares,
Borrower shall make application to The Toronto Stock Exchange or relevant
exchange where the Common Shares are listed at such time to adjust the Exercise
Price in order to give effect to this paragraph 3.4. Reservation of Shares.
Borrower shall at all times while this Warrant remains outstanding, reserve,
conditionally allot and keep available out of its authorized and unissued Common
Shares, for the purpose of effecting the exercise of the Total Warrant Shares,
such number of Common Shares as shall from time to time be sufficient to effect
the exercise of the entire Total Warrant Shares then outstanding. As a condition
precedent to the taking of any action which would require an adjustment to the
Exercise Price, Borrower shall take any corporate action which is necessary in
order that Borrower shall have unissued and reserved in its authorized capital,
and may validly and legally issue, the Common Shares and/or other Securities to
which Registered Holder is entitled on the full exercise of its
exercise rights in accordance with the provisions hereof. Notice of Exercise
and Securities Law Compliance. Borrower shall give notice of the exercise of
this Warrant to the stock exchange where the Common Shares are listed for
trading and/or the securities regulatory authority in each province of Canada or
state in the United States having legislation requiring notice in order that
trades of Common Shares acquired on the exercise of this Warrant will not be
subject to any prospectus requirements of such legislation and will be freely
tradeable immediately upon issuance to Registered Holder. To the extent the
Common Shares reserved or to be reserved for the purpose of exercise of the this
Warrant require prospectus qualification with, or approval of, any securities
regulatory authority or stock exchange under any Canadian, provincial or United
States law before such shares may be validly issued, listed and posted for
trading upon exercise, Borrower will take such action as may be necessary to
secure such qualification or approval, as the case may be. 

ARTICLE IV

NO VOTING RIGHTS; LIMITATIONS OF LIABILITY

This Warrant until exercised shall not entitle the holder to
any voting rights or other rights of a stockholder of the Borrower. No provision
hereof, in the absence of affirmative action by the Registered Holder to
purchase Warrant Shares, and no enumeration herein of the rights or privileges
of the Registered Holder shall give rise to any liability of such holder for the
payment of the Exercise Price of Warrant Shares acquirable by exercise hereof or
as a stockholder of the Borrower. Notwithstanding anything set forth above, the
Borrower will transmit to the Registered Holder such information, documents and
reports as are generally distributed to stockholders of the Borrower
concurrently with the distribution thereof to such stockholders.

ARTICLE V

AMENDMENT AND WAIVER

This Agreement may not be modified, altered or amended except
by an agreement in writing signed by Borrower and Registered Holder.

ARTICLE VI

MISCELLANEOUS

6.1 This Agreement is submitted by Borrower to Registered
Holder for Registered Holder's acceptance or rejection at Registered Holder's
principal place of business. If so accepted by Registered Holder, this Warrant
will be deemed to have been made at said place of business. THIS WARRANT WILL
BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF KANSAS AS TO
INTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER
RESPECTS, INCLUDING, WITHOUT LIMITATION, THE LEGALITY OF THE INTEREST RATE AND
OTHER CHARGES, AND PERFECTION OF THE SECURITY INTERESTS IN THE COLLATERAL.
If any provision of this Warrant will be held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or remaining provisions of this Warrant.

6.2 Borrower irrevocably agrees that, subject to Registered
Holder's sole and absolute election, ALL ACTIONS OR PROCEEDINGS IN ANY WAY,
MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS WARRANT, THE OTHER
AGREEMENTS OR THE COLLATERAL WILL BE LITIGATED IN FEDERAL COURTS HAVING SITES
WITHIN THE KANSAS CITY, STATE OF KANSAS. BORROWER HEREBY CONSENTS AND SUBMITS TO
THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS LOCATED WITHIN SAID CITY
AND STATE. Borrower hereby irrevocably appoints and designates the Secretary
of State of Kansas, whose address is Topeka, Kansas (or any other person having
and maintaining a place of business in such state whom Borrower may from time to
time hereafter designate upon ten (10) days written notice to Registered Holder
and who Registered Holder has agreed in its sole discretion in writing is
satisfactory and who has executed an agreement in form and substance
satisfactory to Registered Holder agreeing to act as such attorney and agent),
as Borrower's true and lawful attorney and duly authorized agent for acceptance
of service of legal process. Borrower agrees that service of such process upon
such person will constitute personal service of such process upon Borrower. 
BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF
ANY LITIGATION BROUGHT AGAINST BORROWER BY REGISTERED HOLDER IN ACCORDANCE WITH
THIS PARAGRAPH.

6.3 If any provision of this Warrant or the application
thereof to any party or any circumstance shall be found to be contrary to, or
inconsistent with or unenforceable under any Law, the latter shall control and
this Warrant shall be deemed modified accordingly, but in other respects the
Warrant shall continue in full force and effect subject to the modifications
necessary to preserve the intent and considerations due the parties as set forth
in the subsequent sentence. It is the express intention of the parties hereto
that this Warrant no be invalidated by the current or future existence of Law,
known or unknown; but rather it is the intention of the parties that the
doctrine of cy pres apply in the event part or all of this Warrant is so
invalidated; and further that this Agreement shall be reconstituted and
enforceable by the parties hereto their successor and/or assigns in such a
manner so as to fully carry out, implement and execute the intentions of the
parties and provide all of the considerations contemplated by the parties
hereto.

6.4 Registered Holder's failure, at any time or times
hereafter, to require strict performance by Company INB of any provision of this
Agreement or any of the Exhibits will not waive, affect or diminish any right of
Registered Holder thereafter to demand strict compliance and performance
therewith. Any suspension or waiver by Registered Holder of a default under this
Agreement or any default under any of the Exhibits will not suspend, waive or
affect any other event of default under this Agreement or any other default
under any of the Exhibits, whether the same is prior or subsequent thereto and
whether of the same or of a different kind or character. No delay on the part of
Registered Holder in the exercise of any right or remedy under this Agreement or
any Exhibits will preclude other or further exercise thereof or the exercise of
any right or remedy. None of the undertakings, agreements, warranties, covenants
and representations of Borrower contained in this Agreement or any of the
Exhibits and no event of default under this Agreement or default under any of
the Exhibits will be deemed to have been suspended or waived by Registered
Holder unless such suspension or waiver is in writing, signed by a duly
authorized officer of Registered Holder and directed to Borrower specifying such
suspension or waiver.





6.5 If any provision of this Agreement or Exhibits or the
application thereof to any party or any circumstance shall be found to be
contrary to, or inconsistent with or unenforceable under any law, the latter
shall control and this Agreement shall be deemed modified accordingly, but in
other respects the Agreement and Exhibits shall continue in full force and
effect subject to the modifications necessary to preserve the intent and
considerations due the parties as set forth in the subsequent sentence. It is
the express intention of the parties hereto that this Agreement and Exhibits not
be invalidated by the current or future existence of law, known or unknown; but
rather it is the intention of the parties that the doctrine of cy pres apply in
the event part or all of this Agreement and Exhibits is so invalidated; and
further that this Agreement and Exhibits shall be reconstituted and enforceable
by the parties hereto their successor and/or assigns in such a manner so as to
fully carry out, implement and execute the intentions of the parties and provide
all of the considerations contemplated by the parties hereto.





6.6 The parties hereby agree to execute, acknowledge and
deliver to each other any further writings, documents, transfers,
acknowledgments, instruments, powers of attorney, authorizations, filings,
applications, reports, etc., that may be reasonably required to give full force
and effect to the provisions of this Agreement and Exhibits, and to take such
further actions reasonably required in fulfillment of obligations set forth
herein or in furtherance of the intent hereof.





6.7 This Agreement or Exhibits may be executed in multiple
counterparts, each of which shall be in an original, but all of which shall be
deemed to constitute one instrument. This Agreement or Exhibits or any document
executed in connection herewith shall be binding upon such signator party, if
said signature is delivered by telecopier or other like transmission.





6.8 Each party hereto has had independent legal counsel
representing it during the negotiation, drafting, and execution of the Agreement
and its Exhibits. 




 


IN WITNESS WHEREOF, the Borrower has executed this Agreement
as of the date stated above.





INTERNATIONAL THUNDERBIRD GAMING CORPORATION




/s/ Jack Mitchell




By: 


Printed Name: Jack Mitchell

Title: President



 



Exhibit 1





ASSIGNMENT




 


                                    
FOR VALUE RECEIVED ____________________________________________________________


____________________________________________________________________________________________________

hereby sells, assigns and transfers all of the rights and obligations of the
undersigned within the Warrant Certificate and Agreement, with respect to the
number of shares of the Series __ Stock covered thereby set forth herein below
unto:





Name of Assignee                                                   
Address                                                           
No. of Shares




 

 

Signature: _____________________________




Address: _____________________________








RESOLUTIONS of the Directors of INTERNATIONAL THUNDERBIRD
GAMING CORPORATION (the "Corporation")

 passed pursuant to section 118 of the Yukon Business Corporations Act dated May
19, 2003.



      
    
  

         
REFINANCING AND CONSOLIDATION OF MRG ENTERTAINMENT, LLC TERM LOANS



         
WHEREAS: 



	Pursuant to a loan agreement dated as of March 9, 2001 and a first
  amendment to loan agreement, dated May 1, 2001 (collectively, the "Agreement")
  between the Corporation and Management Resources Group, LLC ("MRG"), MRG
  loaned the Corporation $1,312,800.00 under the Term Loan, as defined in the
  Agreement (the "Convertible Loan"); 
	The Agreement provided that the Term Loan and all amounts payable
  thereunder were convertible into 2,000,000 Common shares of the Corporation
  based on a conversion price of $0.65 per share (the "Conversion Privilege");
  
	On or before October 1, 2001, the Agreement was assigned to MRG
  Entertainment, LLC ("MRG Entertainment") and the Corporation borrowed an
  additional $300,000.00 from MRG Entertainment which was added to the
  $1,312,800.00 Convertible Loan, for a total of $1,612,800.00 ("Term Loan 1")
  with the same terms and conditions, all as set out in the amended and restated
  loan agreement secured by pledge agreement dated October 1, 2001 between the
  Corporation and MRG Entertainment (the "First Entertainment Agreement"), which
  amended and restated the Agreement in its entirety. 
	Pursuant to the First Entertainment Agreement, a warrant certificate and
  agreement was issued which provided that $1,300,000.00 of the principal amount
  outstanding of Term Loan 1 could be converted to 2,000,000 Common shares of
  the Corporation at $0.65 per share, and that a further $120,750.00 of the
  principal amount outstanding of Term Loan 1 could be converted to 345,000
  Common shares of the Corporation at $0.35 per share, which warrant certificate
  and agreement bears the date of issue of March 7, 2004 (the "First Warrant")
  and which replaced in entirety the Conversion Privilege. 
	Pursuant to a loan participation agreement dated August 8, 2001, MRG
  Entertainment of Puerto Ordaz Venezuela, LLC loaned to Fiesta Casino Guayana
  C.A. the sum of $530,000.00 ("Term Loan 2"). The Corporation owns 30% of the
  issued and outstanding voting shares of Fiesta Casino Guayana C.A. 
	Pursuant to a loan agreement secured by pledge agreement dated as of
  October 1, 2001 (and noted as being made as of September 30, 2001), MRG
  Entertainment loaned to the Corporation the sum of $750,000.00 ("Term Loan
  3"). 
	MRG Entertainment incurred various cost and charges, which the Corporation
  was responsible to pay which as of October 1, 2002 amounted to $300,000.00
  (the "Miscellaneous Charges"). 
	As of October 1, 2002, the amount outstanding for Term Loan 1 was
  $1,612,800, Term Loan 2 was $530,000.00 and Term Loan 3 was $591.330.00. 
	The Corporation has agreed to assume the obligation to repay Term Loan 2
  and has further agreed to refinance Term Loan 1 and Term Loan 3 pursuant to a
  loan agreement dated October 1, 2002 between the Corporation and MRG
  Entertainment in the principal amount of $3,034,130.28, being the principal
  amounts outstanding for Term Loan 1, Term Loan 2, Term Loan 3 and the
  Miscellaneous Charges (the "Consolidated Term Loan Agreement" and the
  "Consolidated Term Loan", respectively). 
	In conjunction with the Consolidated Term Loan Agreement, the Corporation
  issued a warrant certificate and agreement effective December 30, 2002 which
  gives MRG Entertainment the right to convert a portion of the Consolidated
  Term Loan into 2,345,000 Common shares of the Corporation at the rate of the
  lesser of CDN $0.15 or US $0.10 per share (the "Second Warrant" and the
  "Second Warrant Shares", respectively). The Second Warrant replaces the First
  Warrant in its entirety. 




         
RESOLVED:



1.     The execution of the
    Consolidated Loan Agreement and the Second Warrant and the delivery of these
    documents to MRG Entertainment is hereby specifically authorized, ratified
    and confirmed.

    

    2.     2,345,000 Common shares in the
    capital of the Corporation be and they are hereby authorized and reserved
    for issuance to MRG Entertainment and upon the Corporation's receipt of
    written notice from MRG Entertainment of its exercise of the purchase of the
    Second Warrant Shares pursuant to the provisions of the Second Warrant and
    receipt of the Toronto Stock Exchange's approval of the listing of the
    Second Warrant Shares, 2,345,000 Common shares of the Corporation be issued
    to MRG Entertainment at a deemed issue price of the lesser of CDN $0.15 or
    US $0.10 per share and such shares shall be issued as fully paid and
    non-assessable shares.

    

    3.     Any one director or any one
    officer be and he is hereby authorized for and on behalf of Corporation to
    do all such acts and things and to execute and deliver, whether under the
    corporate seal of the Corporation or otherwise, all such statements, forms
    and other documents as he may consider advisable or as may be reasonably
    required or recommended by the Corporation's solicitors or as may be
    required by the Toronto Stock Exchange in connection with the issuance of
    the Second Warrant Shares pursuant to the Second Warrant, and execution by
    such director or officer of the Corporation shall be conclusive proof of his
    authority to act and to execute documents on behalf of the Corporation.

    

    4.     Any one director or any one
    officer be and he is hereby authorized for and on behalf of Corporation to
    do all such acts and things and to execute and deliver, whether under the
    corporate seal of the Corporation or otherwise, all such statements, forms
    and other documents as he may consider advisable or as may be reasonably
    required or recommended by the Corporation's solicitors or as may be
    required by MRG Entertainment in connection with the Consolidated Loan
    Agreement or the Second Warrant, and execution by such director or officer
    of the Corporation shall be conclusive proof of his authority to act and to
    execute documents on behalf of the Corporation. To the extent that the
    Consolidated Loan Agreement, the Second Warrant and any other statements,
    forms or other documents have been executed by any one director or officer
    of the Corporation prior to the date of the signing of this resolution, such
    actions are hereby specifically authorized, ratified and confirmed.

    

    5.     These resolutions may be
    signed by the directors in as many counterparts as may be necessary, each of
    which so signed shall be deemed to be an original, including those
    transmitted by electronic facsimile, and such counterparts together shall
    constitute one and the same instrument and notwithstanding the date of
    execution shall be deemed to bear the date as the date first written above.

    

  



                              
 /s/ Jack R. Mitchell                                                     
 /s/ Albert W. Atallah

                    
_________________________________                  
____________________________________

                    
Jack R. Mitchell                                                           
Albert W. Atallah



                          
                        
                      
                    
                  
                
              
            
          
        
      
    
  

                              
 

                               
/s/  Jean Duval                                                            
/s/ Jorge Montano

                     
_________________________________                  
____________________________________

                     
Jean Duval                                                                    
Jorge Montano





                              
 /s/ Salomon J. Guggenheim

                      
_________________________________

                      
Salomon J. Guggenheim 

 




  CERTIFICATE OF OFFICER OR DIRECTOR OF INTERNATIONAL
  THUNDERBIRD GAMING CORPORATION IN RELATION TO REFINANCING AND CONSOLIDATION OF
  MRG ENTERTAINMENT, LLC TERM LOANS WITH INTERNATIONAL THUNDERBIRD GAMING
  CORPORATION





  

I, Albert W. Atallah, Chief Operating Officer, General
Counsel and Director of International Thunderbird Gaming Corporation, certify
the following to be true and correct:



	Pursuant to a loan agreement dated as of March 9, 2001 and a first
  amendment to loan agreement, dated May 1, 2001 (collectively, the "Agreement")
  between International Thunderbird Gaming Corporation (the "Corporation") and
  Management Resources Group, LLC ("MRG"), MRG loaned the Corporation
  $1,312,800.00 under the Term Loan, as defined in the Agreement (the
  "Convertible Loan"); 
	The Agreement provided that the Term Loan and all amounts payable
  thereunder were convertible into 2,000,000 Common shares of the Corporation
  based on a conversion price of $0.65 per share (the "Conversion Privilege");
  
	On or before October 1, 2001, the Agreement was assigned to MRG
  Entertainment, LLC ("MRG Entertainment") and the Corporation borrowed an
  additional $300,000.00 from MRG Entertainment which was added to the
  $1,312,800.00 Convertible Loan, for a total of $1,612,800.00 ("Term Loan 1")
  with the same terms and conditions, all as set out in the amended and restated
  loan agreement secured by pledge agreement dated October 1, 2001 between the
  Corporation and MRG Entertainment (the "First Entertainment Agreement"), which
  amended and restated the Agreement in its entirety. 
	Pursuant to the First Entertainment Agreement, a warrant certificate and
  agreement was issued which provided that $1,300,000.00 of the principal amount
  outstanding of Term Loan 1 could be converted to 2,000,000 Common shares of
  the Corporation at $0.65 per share, and that a further $120,750.00 of the
  principal amount outstanding of Term Loan 1 could be converted to 345,000
  Common shares of the Corporation at $0.35 per share, which warrant certificate
  and agreement bears the date of issue of March 7, 2004 (the "First Warrant")
  and which replaced in entirety the Conversion Privilege; 
	Pursuant to loan participation agreement dated August 8, 2001, MRG
  Entertainment of Puerto Ordaz Venezuela, LLC loaned to Fiesta Casino Guayana
  C.A. the sum of $530,000.00 ("Term Loan 2"). The Corporation owns 30% of the
  issued and outstanding voting shares of Fiesta Casino Guayana C.A; 
	Pursuant to a loan agreement secured by pledge agreement dated as of
  October 1, 2001 (and noted as being made as of September 30, 2001), MRG
  Entertainment loaned to the Corporation the sum of $750,000.00 ("Term Loan
  3"); 
	MRG Entertainment incurred various costs and charges, which the
  Corporation was responsible to pay which as of October 1, 2002, amounted to
  $300,000.00 (the "Miscellaneous Charges"); 
	As of December 31, 2002, the total amount outstanding for Term Loan 1,
  Term Loan 2, and Term Loan 3 was collectively $2,974,642.89. 
	The Corporation has agreed to assume the obligation to repay Term Loan 2
  and has further agreed to refinance Term Loan 1 and Term Loan 3    
  pursuant to a loan agreement dated October 1, 2002 between the Corporation and
  MRG Entertainment with a total principal balance of $2,974,642.89 as of
  December 3, 2002, being the principal amounts outstanding for Term Loan 1,
  Term Loan 2, Term Loan 3 and the Miscellaneous Charges (the "Consolidated Term
  Loan Agreement" and the "Consolidated Term Loan", respectively). The Loan
  participation agreement dated August 8, 2001 wherein MRG Entertainment of
  Puerto Ordaz Venezuela loaned to Fiesta Casino Guayana C.A. the sum of
  $530,000.00 ("Term Loan 2") has been terminated as the principal outstanding
  amount is now included in the Consolidated Term Loan Agreement. 
	In conjunction with the Consolidated Term Loan Agreement, the Corporation
  issued a warrant certificate and agreement effective January 1, 2003 which
  gives MRG Entertainment the right to convert a portion of the Consolidated
  Term Loan into 2,345,000 Common shares of the Corporation at the rate of the
  lesser of CDN $0.15 or US $0.10 per share (the "Second Warrant" and the
  "Second Warrant Shares", respectively); 
	The Second Warrant replaces the First Warrant in its entirety. Although
  the Second Warrant refers to Series A and Series B Warrants, that is a
  typographical error and there are no series of warrants; 
	MRG has assigned all of its interest in the Agreement and the Conversion
  Privilege to MRG Entertainment. The Corporation confirms that the Consolidated
  Term Loan Agreement and the Second Warrant replaces all previous documents
  relating to or issued on account of the indebtedness for Term Loan 1, Term
  Loan 2 and Term Loan 3 recited in the Consolidated Term Loan Agreement. There
  are no warrants or any other rights or options outstanding that entitle MRG
  Entertainment to purchase shares of the Corporation, other than the Second
  Warrant. 
	Nothing herein is intended to modify the agreements entered into between
  the parties and this certificate is intended as a summary of the contents of
  the agreements. 


Dated this 19th day of May, 2003



               
/s/ Albert W. Atallah

____________________________________________

Albert W. Atallah

Chief Operating Officer, General Counsel and Director 




  CERTIFICATE OF OFFICER OR DIRECTOR OF MRG
  ENTERTAINMENT, LLC IN RELATION TO REFINANCING AND CONSOLIDATION OF MRG
  ENTERTAINMENT, LLC TERM LOANS WITH INTERNATIONAL THUNDERBIRD GAMING
  CORPORATION





  

I, Tino Monaldo, Chief Operating Officer of MRG
Entertainment, LLC, certify the following to be true and correct:



	          Pursuant to a loan
  agreement dated as of March 9, 2001 and a first amendment to loan agreement,
  dated May 1, 2001 (collectively, the "Agreement") between International
  Thunderbird Gaming Corporation (the "Corporation") and Management Resources
  Group, LLC ("MRG"), MRG loaned the Corporation $1,312,800.00 under the Term
  Loan, as defined in the Agreement (the "Convertible Loan"); 

 
  

	          The Agreement
  provided that the Term Loan and all amounts payable thereunder were
  convertible into 2,000,000 Common shares of the Corporation based on a
  conversion price of $0.65 per share (the "Conversion Privilege"); 

 
  

	          On or before
  October 1, 2001, the Agreement was assigned to MRG Entertainment, LLC ("MRG
  Entertainment") and the Corporation borrowed an additional $300,000.00 from
  MRG Entertainment which was added to the $1,312,800.00 Convertible Loan, for a
  total of $1,612,800.00 ("Term Loan 1") with the same terms and conditions, all
  as set out in the amended and restated loan agreement secured by pledge
  agreement dated October 1, 2001 between the Corporation and MRG Entertainment
  (the "First Entertainment Agreement"), which amended and restated the
  Agreement in its entirety. 

 
  

	          Pursuant to the
  First Entertainment Agreement, a warrant certificate and agreement was issued
  which provided that $1,300,000.00 of the principal amount outstanding of Term
  Loan 1 could be converted to 2,000,000 Common shares of the Corporation at
  $0.65 per share, and that a further $120,750.00 of the principal amount
  outstanding of Term Loan 1 could be converted to 345,000 Common shares of the
  Corporation at $0.35 per share, which warrant certificate and agreement bears
  the date of issue of March 7, 2004 (the "First Warrant") and which replaced in
  entirety the Conversion Privilege. 

 
  

	          Pursuant to loan
  participation agreement dated August 8, 2001, MRG Entertainment of Puerto
  Ordaz Venezuela, LLC loaned to Fiesta Casino Guayana C.A. the sum of
  $530,000.00 ("Term Loan 2"). MRG Entertaiment, LLC, a Kansas LLC is owned
  99.9% by The Langley Entertainment Group, Ltd., and. 0.1% by Dennis Langley
  individually. MRG Entertainment of Puerto Ordaz, LLC, a Kansas LLC is owned
  99.9% by The Langley Entertainment Group, Ltd and 0.1% by MRG Entertainment,
  LLC. 

  
	          Pursuant to a loan
  agreement secured by pledge agreement dated as of October 1, 2001 (and noted
  as being made as of September 30, 2001), MRG Entertainment loaned to the
  Corporation the sum of $750,000.00 ("Term Loan 3"). 

 
  

	          MRG Entertainment
  incurred various cost and charges, which the Corporation was responsible to
  pay which as of October 1, 2002 amounted to approximately $300,000.00 (the
  "Miscellaneous Charges"). 

 
  

	          As of December 31,
  2002, the total amount outstanding for Term Loan 1, Term Loan 2 and Term Loan
  3 was collectively $2,974,642.89. 

 
  

	          The Corporation has
  agreed to assume the obligation to repay Term Loan 2 and has further agreed to
  refinance Term Loan 1 and Term Loan 3 pursuant to a loan agreement dated
  October 1, 2002 between the Corporation and MRG Entertainment with a total
  principal balance of $2,974,642.89, as of December 31, 2002 being the
  principal amounts outstanding for Term Loan 1, Term Loan 2, Term Loan 3 and
  the Miscellaneous Charges (the "Consolidated Term Loan Agreement" and the
  "Consolidated Term Loan", respectively). The loan participation agreement
  dated August 8, 2001, MRG Entertainment of Puerto Ordaz Venezuela, LLC loaned
  to Fiesta Casino Guayana C.A. the sum of $530,000.00 ("Term Loan 2") has been
  terminated. 

 
  

	          In conjunction with
  the Consolidated Term Loan Agreement, the Corporation issued a warrant
  certificate and agreement effective December 30, 2002 which gives MRG
  Entertainment the right to convert a portion of the Consolidated Term Loan
  into 2,345,000 Common shares of the Corporation at the rate of the lesser of
  CDN $0.15 or US $0.10 per share (the "Second Warrant" and the "Second Warrant
  Shares", respectively). 

 
  

	          The Second Warrant
  replaces the First Warrant in its entirety. Although the Second Warrant refers
  to Series A and Series B Warrants, that is a typographical error and there are
  no series of warrants. 

 
  

	          MRG has assigned
  all of its interest in the Agreement and the Conversion Privilege to MRG
  Entertainment. MRG Entertainment confirms that the Consolidated Term Loan
  Agreement and the Second Warrant replaces Term Loan 1, Term Loan 2 and Term
  Loan 3 relating to or issued on account of the indebtedness recited in the
  Consolidated Loan Agreement. There are no warrants or any other rights or
  options outstanding that entitle MRG Entertainment to purchase shares of the
  Corporation, other than the Second Warrant. 

 
  

	          Nothing herein is
  intended to modify the agreements entered into between the parties and this
  certificate is intended as a summary of the contents of the agreements. 




Dated this 19th day of May, 2003





                 
/s/ Tino Monaldo

    ____________________________________

    Tino Monaldo

    Chief Operating Officer 




  CERTIFICATE OF OFFICER OR DIRECTOR OF MANAGEMENT RESOURCES
  GROUP, LLC IN RELATION TO REFINANCING AND CONSOLIDATION OF MRG
  ENTERTAINMENT, LLC TERM LOANS WITH INTERNATIONAL THUNDERBIRD GAMING
  CORPORATION

 



I, Tino Monaldo, Chief Operating Officer, of Management
Resources Group, LLC, certify the following to be true and correct:



	Pursuant to a loan agreement dated as of March 9, 2001 and a first
  amendment to loan agreement, dated May 1, 2001 (collectively, the "Agreement")
  between International Thunderbird Gaming Corporation (the "Corporation") and
  Management Resources Group, LLC ("MRG"), MRG loaned the Corporation
  $1,312,800.00 under the Term Loan, as defined in the Agreement (the
  "Convertible Loan");
  

	The Agreement provided that the Term Loan and all amounts payable
  thereunder were convertible into 2,000,000 Common shares of the Corporation
  based on a conversion price of $0.65 per share (the "Conversion Privilege");
  

	On or before October 1, 2001, the Agreement was assigned to MRG
  Entertainment, LLC ("MRG Entertainment") and the Corporation borrowed an
  additional $300,000.00 from MRG Entertainment which was added to the
  $1,312,800.00 Convertible Loan, for a total of $1,612,800.00 ("Term Loan 1")
  with the same terms and conditions, all as set out in the amended and restated
  loan agreement secured by pledge agreement dated October 1, 2001 between the
  Corporation and MRG Entertainment (the "First Entertainment Agreement"), which
  amended and restated the Agreement in its entirety.
  

	Pursuant to the First Entertainment Agreement, a warrant certificate and
  agreement was issued which provided that $1,300,000.00 of the principal amount
  outstanding of Term Loan 1 could be converted to 2,000,000 Common shares of
  the Corporation at $0.65 per share, and that a further $120,750.00 of the
  principal amount outstanding of Term Loan 1 could be converted to 345,000
  Common shares of the Corporation at $0.35 per share, which warrant certificate
  and agreement bears the date of issue of March 7, 2004 (the "First Warrant")
  and which replaced in entirety the Conversion Privilege.
  

	Pursuant to a loan participation agreement dated August 8, 2001, MRG
  Entertainment of Puerto Ordaz Venezuela, LLC loaned to Fiesta Casino Guayana
  C.A. the sum of $530,000.00 ("Term Loan 2"). MRG Entertainment is owned 99.9%
  by The Langley Entertainment Group, Ltd., and 0.1% by Dennis Langley
  individually. MRG Entertainment of Puerto Ordaz Venezuela, LLC, a Kansas LLC
  is owned 99.9% by The Langley Entertainment Group, Ltd, and 0.1% by MRG
  Entertainment.
  

	Pursuant to a loan agreement secured by pledge agreement dated as of
  October 1, 2001 (and noted as being made as of September 30, 2001), MRG
  Entertainment loaned to the Corporation the sum of $750,000.00 ("Term Loan
  3").
  

	MRG Entertainment incurred various cost and charges, which the Corporation
  was responsible to pay which as of October 1, 2002 amounted to approximately
  $300,000.00 (the "Miscellaneous Charges").
  

	The Corporation has agreed to assume the obligation to repay Term Loan 2
  and has further agreed to refinance Term Loan 1 and Term Loan 3 and to pay the
  Miscellaneous Charges pursuant to a loan agreement dated October 1, 2002
  between the Corporation and MRG Entertainment (the "Consolidated Term Loan
  Agreement" and the "Consolidated Term Loan", respectively). As at December 31,
  2002 the total outstanding principal balance of the Consolidated Term Loan was
  $2,974,642.89.
  

	In conjunction with the Consolidated Term Loan Agreement, the Corporation
  issued a warrant certificate and agreement effective December 30, 2002 which
  gives MRG Entertainment the right to convert a portion of the Consolidated
  Term Loan into 2,345,000 Common shares of the Corporation at the rate of the
  lesser of CDN $0.15 or US $0.10 per share (the "Second Warrant" and the
  "Second Warrant Shares", respectively).
  

	The Second Warrant replaces the First Warrant in its entirety. Although
  the Second Warrant refers to Series A and Series B Warrants, that is a
  typographical error and there are no series of warrants.
  

	MRG has assigned all of its interest in the Agreement and the Conversion
  Privilege to MRG Entertainment. MRG Entertainment confirms that the
  Consolidated Term Loan Agreement and the Second Warrant replaces all previous
  documents relating to or issued on account of the indebtedness for Term Loan
  1, Term Loan 2 and Term Loan 3 recited in the Consolidated Term Loan
  Agreement. There are no warrants or any other rights or options outstanding
  that entitle MRG Entertainment to purchase shares of the Corporation, other
  than the Second Warrant.
  

	Nothing herein is intended to modify the agreements entered into between
  the parties and this certificate is intended as a summary of the contents of
  the agreements. 




Dated this 19th day of May, 2003



        /s/ Tino Monaldo



____________________________________

Tino Monaldo

Chief Operating Officer