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                                                                     EXHIBIT 4.6

                             ARTICLES OF AMENDMENT
                                    TO THE
                           ARTICLES OF INCORPORATION
                                      OF
                    JAYHAWK MEDICAL ACCEPTANCE CORPORATION


     Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

                                  ARTICLE ONE

     The name of the corporation is Jayhawk Medical Acceptance Corporation.

                                  ARTICLE TWO

     The following amendment to the Articles of Incorporation was adopted by the
shareholders of the corporation on April 11, 1997.  Article 4 of the Articles of
Incorporation of the corporation is hereby amended so as to read in its entirety
as follows:

                                 "ARTICLE FOUR

             The total number of shares of all classes of capital stock which
          the Corporation shall have authority to issue is two hundred thousand
          (200,000), of which (a) one hundred thousand (100,000) shares shall be
          designated as Common Stock, par value $.01 per share, and (b) one
          hundred thousand (100,000) shares shall be designated as Preferred
          Stock, par value $.01 per share.

             The following is a statement of the designations, prefer ences,
          limitations, and relative rights, including voting rights, in respect
          of the classes of stock of the Corporation and of the authority with
          respect thereto expressly vested in the Board of Directors of the
          Corporation:

                                 COMMON STOCK

             (1) Each share of Common Stock of the Corporation shall have
          identical rights and privileges in every respect. The holders of
          shares of Common Stock shall be entitled to vote upon all matters
          submitted to a vote of the shareholders of the Corporation and shall
          be entitled to one vote for each share of Common Stock held.

             (2) Subject to the prior rights and preferences, if any, applicable
          to shares of the Preferred Stock or any series thereof, the
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          holders of shares of the Common Stock shall be entitled to receive
          such dividends (payable in cash, stock, or otherwise) as may be
          declared thereon by the Board of Directors at any time and from time
          to time out of any funds of the Corporation legally available
          therefor.

             (3) In the event of any voluntary or involuntary liquidation,
          dissolution, or winding-up of the Corporation, after distribution in
          full of the preferential amounts, if any, to be distributed to the
          holders of shares of the Preferred Stock or any series thereof, the
          holders of shares of the Common Stock shall be entitled to receive all
          of the remaining assets of the Corporation available for distribution
          to its shareholders, ratably in proportion to the number of shares of
          the Common Stock held by them. A liquidation, dissolution, or winding-
          up of the Corporation, as such terms are used in this Paragraph (3),
          shall not be deemed to be occasioned by or to include any merger of
          the Corporation with or into one or more corporations or other
          entities, any acquisition or exchange of the outstanding shares of one
          or more classes or series of the Corporation, or any sale, lease,
          exchange, or other disposition of all or a part of the assets of the
          Corporation.

                                PREFERRED STOCK

             (4) Shares of the Preferred Stock may be issued from time to time
          in one or more series, the shares of each series to have such
          designations, preferences, limitations, and relative rights, including
          voting rights, as shall be stated and expressed herein or in a
          resolution or resolutions providing for the issue of such series
          adopted by the Board of Directors of the Corporation. Each such series
          of Preferred Stock shall be designated so as to distinguish the shares
          thereof from the shares of all other series and classes. The Board of
          Directors of the Corporation is hereby expressly authorized, subject
          to the limitations provided by law, to establish and designate series
          of the Preferred Stock, to fix the number of shares constituting each
          series, and to fix the designations and the preferences, limitations,
          and relative rights, including voting rights, of the shares of each
          series and the variations of the relative rights and preferences as
          between series, and to increase and to decrease the number of shares
          constituting each series, provided that the Board of Directors may not
          decrease the number of shares within a series to less than the number
          of shares within such series that are then issued. The relative
          powers, rights, preferences, and limitations may vary between and
          among series of Preferred Stock in any and all respects so long as all
          shares of the same series are identical

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          in all respects, except that shares of any such series issued at
          different times may have different dates from which dividends thereon
          cumulate.  The authority of the Board of Directors of the Corporation
          with respect to each series shall include, but shall not be limited
          to, the authority to determine the following:

                     (a)  The designation of such series;
        
                     (b)  The number of shares initially constituting such
               series;

                     (c)  The rate or rates and the times at which dividends on
               the shares of such series shall be paid, the periods in respect
               of which dividends are payable, the conditions upon such
               dividends, the relationship and preferences, if any, of such
               dividends to dividends payable on any other class or series of
               shares, whether or not such dividends shall be cumulative,
               partially cumulative, or noncumulative, if such dividends shall
               be cumulative or partially cumulative, the date or dates from and
               after which, and the amounts in which, they shall accumulate,
               whether such dividends shall be share dividends, cash or other
               dividends, or any combination thereof and if such dividends shall
               include share dividends, whether such share dividends shall be
               payable in shares of the same or any other class or series of
               shares of the Corporation (whether now or hereafter authorized),
               or any combination thereof and the other terms and conditions, if
               any, applicable to dividends on shares of such series;

                     (d)  Whether or not the shares of such series shall be
               redeemable or subject to repurchase at the option of the
               Corporation or the holder thereof or upon the happening of a
               specified event, if such shares shall be redeemable, the terms
               and conditions of such redemption, including but not limited to
               the date or dates upon or after which such shares shall be
               redeemable, the amount per share which shall be payable upon such
               redemption, which amount may vary under different conditions and
               at different redemption dates, and whether such amount shall be
               payable in cash, property, or rights, including securities of the
               Corporation or another corporation;

                     (e)  The rights of the holders of shares of such series
               (which may vary depending upon the circumstances or

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               nature of such liquidation, dissolution, or winding up) in the
               event of the voluntary or involuntary liquidation, dissolu tion,
               or winding up of the Corporation and the relationship or
               preference, if any, of such rights to rights of holders of stock
               of any other class or series.  A liquidation, dissolu tion, or
               winding up of the Corporation, as such terms are used in this
               subparagraph (e), shall not be deemed to be occasioned by or to
               include any merger of the Corporation with or into one or more
               corporations or other entities, any acquisition or exchange of
               the outstanding shares of one or more classes or series of the
               Corporation, or any sale, lease, exchange, or other disposition
               of all or a part of the assets of the Corporation;

                     (f)  Whether or not the shares of such series shall have
               voting powers and, if such shares shall have such voting powers,
               the terms and conditions thereof, including, but not limited to,
               the right of the holders of such shares to vote as a separate
               class either alone or with the holders of shares of one or more
               other classes or series of stock and the right to have more (or
               less) than one vote per share; provided, however, that the right
               to cumulate votes for the election of directors is expressly
               denied and prohibited;

                     (g)  Whether or not a sinking fund shall be provided for
               the redemption of the shares of such series and, if such a
               sinking fund shall be provided, the terms and conditions thereof;

                     (h)  Whether or not a purchase fund shall be provided for
               the shares of such series and, if such a purchase fund shall be
               provided, the terms and conditions thereof;

                     (i)  Whether or not the shares of such series, at the
               option of either the Corporation or the holder or upon the
               happening of a specified event, shall be convertible into stock
               of any other class or series and, if such shares shall be so
               convertible, the terms and conditions of conversion, including,
               but not limited to, any provision for the adjustment of the
               conversion rate or the conversion price;

                     (j)  Whether or not the shares of such series, at the
               option of either the Corporation or the holder or upon the
               happening of a specified event, shall be exchangeable for
               securities, indebtedness, or property of the Corporation and,

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               if such shares shall be so exchangeable, the terms and conditions
               of exchange, including, but not limited to, any provision for the
               adjustment of the exchange rate or the exchange price; and

                     (k)  Any other preferences, limitations, and relative
               rights as shall not be inconsistent with the provisions of this
               Article Four or the limitations provided by law.

                  (5) Except as otherwise required by law or in any resolution
               of the Board of Directors creating any series of Preferred Stock,
               the holders of shares of Preferred Stock and all series thereof
               who are entitled to vote shall vote together with the holders of
               shares of Common Stock, and not separately by class.

                                    GENERAL

                  (6) The Board of Directors of the Corporation is hereby
               expressly empowered, subject to the limitations provided by law,
               to authorize the Corporation to pay share dividends on any class
               or series of capital stock of the Corporation (whether now or
               hereafter authorized) payable in shares of the same or any other
               class or series of capital stock of the Corporation (whether now
               or hereafter authorized) or any combination thereof."

                                 ARTICLE THREE

       The number of shares of the corporation outstanding at the time of such
adoption was 1,000; and the number of shares entitled to vote thereon was 1,000.

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                                 ARTICLE FOUR

       The amendment was approved by written consent of the sole shareholder of
the corporation in accordance with Article 9.10 of the Texas Business
Corporation Act.

Dated: April 11, 1997

                                  JAYHAWK MEDICAL ACCEPTANCE CORPORATION


                                  By:  /s/ DOUGLAS THEODORE
                                       ------------------------------------
                                       Douglas Theodore
                                       Vice President

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