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                                                                     EXHIBIT 9.4

                               FIRST AMENDMENT TO
                          GREATE BAY CASINO CORPORATION
                             VOTING TRUST AGREEMENT
                             ----------------------

        THIS FIRST AMENDMENT TO GREATE BAY CASINO CORPORATION VOTING TRUST
AGREEMENT (the "First Amendment") is made and entered into by and among CAROLYN
S. HICKEY, DIANA PRATT-WYATT (FORMERLY DIANA L. HEISLER) and SHARON R. NAFTEL
(FORMERLY SHARON R. NASH) (the "Shareholders") and EDWARD T. PRATT III (the
"Proxy").

                                    RECITALS
                                    --------

        WHEREAS, the Shareholders and the Proxy entered into that certain Greate
Bay Casino Corporation Voting Trust Agreement dated effective as of December 29,
1998 (the "Agreement"; all capitalized terms used but not otherwise defined
herein shall have the meanings specified in the Agreement), providing, among
other things, for the assignment by the Shareholders to the Proxy of the
Shareholders' voting and certain other rights incident to certain shares of
Common Stock of Greate Bay Casino Corporation in accordance with the Agreement;
and

        WHEREAS, the Shareholders and the Proxy now desire to amend the
Agreement to provide for the extension of the Term of the Agreement.

                                   AGREEMENTS
                                   ----------

        NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Shareholders and the Proxy hereby agree to amend the Agreement as
follows:

        D.   Section 7(a) of the Agreement is amended in its entirety to read as
follows:

               (a)  Effective Date and Term. This Agreement shall become
                    effective as of December 28, 1998 and shall continue until
                    December 31, 2004, unless terminated as provided in
                    Paragraph 7(b) of this Agreement (the "Term").

        2.     Except as amended by this First Amendment, the Agreement shall be
               and remain in full force and effect in accordance with its
               original terms.

        3.     This First Amendment may be executed in multiple  counterparts
               each of which shall constitute an original and all of which taken
               together shall constitute one and the same instrument.

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           EXECUTED effective as of the 30/th/ day of December, 2001.



                                  /s/ Carolyn S. Hickey
                                  ---------------------
                                  Carolyn S. Hickey, Shareholder


                                  /s/ Diana Pratt-Wyatt
                                  ----------------------------------------------
                                  Diana Pratt-Wyatt (formerly Diana L. Heisler),
                                  Shareholder


                                  /s/ Sharon R. Naftel
                                  --------------------
                                  Sharon R. Naftel (formerly Sharon R. Nash),
                                  Shareholder


                                  /s/ Edward T. Pratt III
                                  -----------------------
                                  Edward T. Pratt III, Proxy

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