Ex 4(a)(2)Amended and Restated Memorandum of Understanding





EXHIBIT 4(a)(2)

AMENDED AND RESTATED

MEMORANDUM OF UNDERSTANDING



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

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

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

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

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

  


  
    
      SAEI:

    

  





	TVE (43%)
	THUNDERBIRD (30%)
	EVC (15%)
	THUNDERBIRD-PANAMA (12%


    
  



  
    
      FCG:

    

  





	SAEI (80%)
	TVE (20%)


    
  

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

  


  
    
      a. $500,000 in cash (representing 10% increase in capital position)

      b. $189,868 in cash (representing its increased pro-rata share of SAEI
      cash calls to date and FCG accumulated incurred expenses through November
      30, 2000).

      
        $150,000 December 12, 2000

        $239,868 January 12, 2001

        $100,000 February 12, 2001

        $100,000 March 12, 2001

        $100,000 April 12, 2001

      

    

  



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

  


	TVE (43%)
	Thunderbird (40%)
	EVC (17%)

      
    
  

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

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

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

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

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

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

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

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

    Shareholder                        
    Amount of Contribution

  



    	Thunderbird                 
      $346,500
	TVE                            
      $346,500
	EVC                            
      $210,000
	Thunderbird-Panama     $147,000


  


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

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

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

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

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

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

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

    23. This Restated MOU may be executed by facsimile in two or more
    counterparts, each of which shall be deemed an original, but all of which
    when taken together shall constitute one and the same instrument.

    
    International Thunderbird Gaming Corporation

    
    /s/ Jack R. Mitchell                          
    

    By: Jack R. Mitchell

    Its: President

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

    
    /s/ Daniel Matos for "Tamanaco       

    By: Daniel Matos for "Tamanaco 

    Entertainment, C.A."

    Its: President

    
    Entertainment & Ventures Consultants, Inc.

    
    /s/ Harry Strunz Jimenez              
    

    By: Harry Strunz Jimenez

    Its: President

    
    International Thunderbird Gaming (Panama) Corporation

    
    /s/ Clay Hardin                            
    

    By: Clay Hardin

    Its: President