Ex 4(a)(6) Release Hopland May 31, 2002





EXHIBIT 4(a)(6)

RELEASE

        THIS RELEASE is
entered into this 31st day of May, 2002 by and among INTERNATIONAL
THUNDERBIRD GAMING CORPORATION, a for-profit Canadian corporation ("ITGC"), its
assignee, THUNDERBIRD GREELEY, INC., a for-profit Colorado corporation
("Greeley") and the HOPLAND BAND OF POMO INDIANS ("Tribe or Hopland"), a
federally recognized Indian Tribe.

RECITALS


  
  	A.	 	The Viejas Band of Mission Indians ("Viejas")
      and ITGC previously entered into various agreements with the Tribe for the
      financing, design and construction of a gaming facility on the Tribe's
      Hopland Indian Reservation. These agreements includes a (1) Gaming
      Hardware Lease Agreement; (2) that certain Limited Recourse Promissory
      Note dated as of December 20, 1996, pursuant to which the Tribe promised
      to pay ITGC/Viejas Three Million One Hundred Seventy Eight Thousand Eight
      Hundred and Eight-two Dollars ($3,178,882.00) ("Note"); (3) a Project
      Funding Agreement dated as of June 7, 1996 ("Project Funding Agreement");
      (4) a Loan Agreement dated as of June 7, 1996 ("Loan agreement") and (4) a
      Settlement Agreement and Release dated December 20, 1996 (documents 1
      through 5 shall hereinafter be referred to collectively as the "Enterprise
      Financing Documents"); 
	B.	 	On June 8, 1996 ITGC assigned all of its
      right, title and interest in the Project Funding Agreement and the Loan
      Agreement ("Loan Agreements") to Greeley. Greeley is a wholly owned
      subsidiary of ITGC and as such, the Tribe is demanding that ITGC and
      Greeley be made parties to this agreement; 
	C.	 	The Tribe has agreed to pay and ITGC has
      agreed to accept, as full and complete payment and satisfaction of all
      sums due to ITGC as its one-half interest under the Lease for the sum of
      Seven Hundred Fifty Thousand Dollars ($750,000.00) ("Pay-off Amount");
      
	D.	 	To induce the Tribe to pay ITGC the Pay-off
      Amount, the Tribe is requiring that ITGC and Greeley execute a release in
      form and substance satisfactory to the Tribe pursuant to which the Tribe
      shall be released from any and all obligations to ITGC arising from or
      related to the Lease or any of the Enterprise Financing Documents. Nothing
      herein shall be construed as a release by Viejas of its interest in the
      Gaming Hardware Lease Agreement nor in the Enterprise Financing Documents.
      ITGC previously released the Tribe from its one half (1/2) interest in the
      Note. 


  




NOW, THEREFORE, in consideration of the payment by the
  Tribe to ITGC of Seven Hundred Fifty Thousand Dollars ($750,000.00) and the
  mutual covenants, conditions and promises contained herein, the receipt and
  sufficiency of which as consideration is expressly acknowledged, the parties
  agree as follows:





  1.    The entire $750,000 principal shall be
  due and payable on the date that the Tribe successfully completes and closes
  on its financing for the construction of its permanent casino facility but no
  later than July 30, 2002. If such payment is not made by July 30, 2002, then
  payments on such principal shall be made as set forth below. 



Hopland may either pay the entire $750,000 over a 15 month
  period at the rate of $50,000 per month with no interest charged to such
  amount beginning August 1, 2002 or elect to pay the $750,000 with interest at
  the rate of twelve percent (12%) per annum for a period of 36 months beginning
  July 1, 2002. As to the latter election, interest on the unpaid balance of
  this shall accrue monthly. The principal and interest shall be paid monthly on
  a fully amortized basis beginning August 1, 2002 and continue on the first day
  of each month on a monthly basis for thirty-six (36) months in accordance with
  the attached amortization schedule. Notwithstanding the foregoing, if at any
  time during the 15 or 36 month pay-off period, Hopland obtains funds from a
  third party financing, that includes the amount due ITGC under this Agreement,
  then the entire principal then outstanding shall be due and payable.

  

  2.     ITGC, for and on behalf of
  themselves and all of their officers, directors, members, owners, attorneys,
  agents, representatives, heirs, successors and assigns (individually and
  collectively, the "Thunderbird Parties") acknowledges that the payment of the
  Pay-off Amount fully satisfies the Tribe's obligations to the Thunderbird
  Parties as their one-half interest under the Gaming Hardware Lease Agreement,
  notwithstanding any other provisions in the Gaming Hardware Lease Agreement to
  the contrary.

  

  3.     ITGC does hereby, jointly and
  severally, fully and forever RELEASE, ACQUIT and DISCHARGE the Tribe and each
  of the Tribe's officers, directors, members, owners, attorneys, agents,
  representatives, heirs, employees, successors and assigns and all others who
  may have any interest in the matter herein released (individually and
  collectively, the "Released Parties") of and from all obligations, losses,
  liability, actions, claims, causes of action, demands, damages, costs and
  expenses whatsoever, known or unknown, absolute or contingent, liquidated or
  unliquidated, which any of the Thunderbird Parties, jointly or severally, now
  have or may have in the future against any of the Released Parties on account
  of, arising out of, based upon or related to the Gaming Hardware Lease
  Agreement or any of the transactions evidenced or contemplated thereby or
  related thereto. 

  The parties expressly acknowledge and agree that they have
  been advised by their attorneys that the above release waives the benefits of
  Sections 1542 of the California Civil Code, which provides:

  "A general release does not extend to claims which
        the creditor does not know or suspect to exist in his favor at the time
        of executing the release, which if known by him would have materially
        affected his settlement with the debtor."

      
    
  


  As used therein, "debtor" means the Released Parties; and
  "creditor" means the Thunderbird Parties. The Thunderbird Parties being aware
  of said Section 1542 hereby expressly waive and relinquish any right they, and
  each of them, may have thereunder, as well as under any other statutes or
  common law principles of similar effect with respect to this Release.

  In connection with such Release, the Thunderbird Parties
  acknowledge that they are aware that they may hereinafter discover claims,
  counterclaims or facts in addition to or different from those which they now
  know or believe to exist with respect to the subject matter of this Release,
  but it is their intention to fully, finally and forever settle and release all
  of the disputes and differences known and unknown, suspected or 

  unsuspected, which do now exist, may exist in the future or
  have existed arising out of or in connection with the released claims. The
  Thunderbird Parties agree that this Release shall remain in effect as a full
  and complete release of the released claims notwithstanding the discovery or
  existence of any said additional or different claims, counterclaims or facts
  arising out of or related to the released claims. The Tribe agrees that this
  release does not release any claims made by Viejas arising from the Enterprise
  Financing Documents including but not limited to the Note, Gaming Hardware
  Machine Lease, or otherwise. 






  4. The provisions of this Release shall inure to the
  benefit of and be binding upon the Thunderbird Parties and the Released
  Parties. ITGC hereby represents and warrants to the Released Parties that no
  person or entity other than the Thunderbird Parties has any right to or
  interest in ITGC's one-half interest in the Gaming Hardware Lease Agreement
  and that, upon payment of the Pay-off Amount by the Tribe, the only amount
  remaining outstanding under the Gaming Hardware Lease Agreement will be the
  amount allegedly claimed by Viejas. Each of the Thunderbird Parties hereby
  acknowledges and agrees to indemnify and hold each of the Released Parties
  harmless from any and all claims, liabilities, losses, costs and expenses,
  including court costs, attorneys fees and expert witness fees, arising from
  the Tribe paying Thunderbird Parties the Pay-off Amount or any inaccuracy in
  the preceding sentence.

  

  5. This Release shall not operate to release any claims the
  parties may later have for the enforcement or breach of the obligations
  created by this release, including those matters for which the Thunderbird
  Parties have agreed to indemnify the Released Parties.

  6. Each person executing this Release on behalf of a
  Thunderbird Party represents that he or she has the authority to execute this
  Release on behalf of his or her respective party and warrants and represents
  that he or she has the authority to bind to this Release the party he or she
  represents.

  

  7. The parties to this Release shall sign all documents and
  do all acts necessary or desirable in the reasonable opinion of the other
  party to effect the provisions of this Release.

  

  8. Limited Waiver of Sovereign Immunity and Dispute
  Resolution

  Hopland waives its sovereign immunity from unconsented suit as follows: 

  
  a. Limited Consent to Litigation. Hopland does not waive, limit, or
  modify its sovereign immunity from unconsented suit except as provided in this
  Agreement. 

  
  b. Waiver of Sovereign Immunity. Hopland expressly waives its immunity
  from suit or from any action, and consents to be sued first in the United
  States District Court for the Northern District of California, the United
  States Court of Appeals for the Ninth Circuit, and the United States Supreme
  Court for any claims by Thunderbird arising out of this Agreement. In the
  event the governing law of the United States of America looks to the law of a
  particular state for its content, the law applicable in that instance will be
  the laws of the State of California. 

  
  c. Limitation of Waiver of Sovereign Immunity. Hopland's waiver of
  immunity from suit is specifically limited to the following actions and
  judicial remedies: 

  
    
      
        (i) Monetary Damages. The enforcement of an award of money
        damages by a court order or judgment and to award to the prevailing
        party court costs to enforce the court decision and legal fees incurred
        during any subsequent court proceedings to enforce the court judgment.

        (ii) Injunctive or Declaratory Relief. The enforcement of a
        determination by a court pursuant to this Agreement that mandates the
        Tribe to specifically perform any obligation under this Agreement (other
        than an obligation to pay money which is provided for above).

        (iii) Conditions Precedent to Waiver. The unequivocal and
        express limited waiver of sovereign immunity by Hopland contained in
        this paragraph is granted if and only if, each and every one of the
        following conditions are met: The claim is made by Thunderbird or or
        their respective affiliates, and not by any other person, corporation,
        partnership, or entity, public or private or governmental whatsoever.
        The claim alleges a breach by Hopland or any instrumentality of Hopland
        or their respective officers, or its officers, agents, employees or
        representatives, of one or more of the representations, covenants,
        warranties, undertakings, obligations or duties in this Agreement; and
        the claim seeks either: (a) some specific action or discontinuance of
        some action by Hopland to bring Hopland into full compliance with the
        representations, covenants, warranties, duties and obligations expressly
        assumed by Hopland in the transactions contemplated hereby; and/or (b)
        money damages.

      

    

  

  IN WITNESS WHEREOF, the parties have executed this
  Agreement on the day and year first above written.

  

  Date: May 31, 2002                                                
  HOPLAND BAND OF POMO INDIANS

                                                                                           
  /s/ Sandra Sigala

                                                                               
  By:_______________________________

                                                                               
  Name: Sandra Sigala

                                                                               
  Its: Tribal Chairperson

 

  Date: May 31, 2002                                                
  INTERNATIONAL THUNDERBIRD GAMING CORPORATION

                                                                                           
  /s/ Jack R. Mitchell

                                                                               
  By:_______________________________

                                                                                 
  Name: Jack R. Mitchell 

                                                                               
  Its: President and CEO

 

  Date: May 31, 2002                                                
  THUNDERBIRD GREELEY, INC.

                                                                                           
  /s/ Jack R. Mitchell

                                                                               
  By:________________________________ 

                                                                                 
  Name: Jack R. Mitchell

                                                                               
  Its: President