Exhibit 4.6


    
      

    

     

    Exhibit
      4.6

     

    ARTICLES
      OF AMENDMENT

     

    OF

     

    CROWN
      CASINO CORPORATION

     

     

    I.

     

    The
      name
      of the corporation is Crown Casino Corporation.

     

    II.

     

    The
      Articles of Incorporation of the Corporation shall
      be amended as follows:

     

    Paragraph
      D of Article IV of the Articles of
      Incorporation shall be amended by deleting subdivisions (i) and (ii) thereof
      in
      their entirety and substituting therefor the following new subdivisions (i)
      and
      (ii):

     

    "D.    Mandatory
      Divestiture.  (i)  Any person who beneficially owns, directly or
      indirectly, shares of any class of capital stock of the Corporation entitled
      to
      vote in elections of directors (hereinafter "Stock"), who is found by the
      Regulatory Authority (as hereinafter defined) to be unsuitable to hold the
      Corporation's Stock (hereinafter "Disqualified Holder") shall be required to
      divest a number of shares of Stock of the Corporation owned by such person
      in
      the manner provided for in subparagraph (ii) below.

     

    (ii)    Within
      45 days from
      the date on which the Corporation notifies in writing a Disqualified Holder
      that
      any Regulatory Authority has notified the Corporation that such Disqualified
      Holder has been found to be unsuitable to own Stock of the Corporation, such
      Disqualified Holder shall sell, transfer or otherwise dispose of such number
      of
      shares of Stock of the Corporation held by such Disqualified Holder as may
      be
      specified by the Corporation in such notice, to one or more third parties who
      are not "affiliates" or "associates" (as hereinafter defined) of such
      Disqualified Holder.  Such sale or disposition may be made by open market
      sales or privately negotiated transactions.  Following such 45-day period,
      the Corporation shall, for a period of 60 days, have the right, but not the
      obligation, to purchase all or any part of the Stock then owned by the
      Disqualified Holder at a price per share equal to the "Fair Market Value" (as
      hereinafter defined) of such stock, less 25%.  In the event that the
      Corporation exercises its right to purchase all or any portion of such Stock
      owned by such Disqualified Holder, the Corporation shall pay for such shares
      of
      Stock in cash and shall arrange to close such sale at the Corporation's
      principal executive offices within 30 days of delivering written notice to
      such
      Disqualified Holder that the Corporation intends to exercise its option to
      purchase all or a portion of such shares, specifying the number of shares to
      be
      purchased.  In the event that a Disqualified Holder fails to comply with
      the provisions of this subparagraph (ii) within the specified periods, such
      Disqualified Holder shall at the expiration of such periods, forfeit the
      right to vote or receive dividends on the shares of Stock held by such
      Disqualified Holder, and shall not be recognized as a stockholder of the Company
      for any purpose.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    III.

     

    The
      Amendments set forth in Article II of these Articles of Amendment were adopted
      by the shareholders of the Corporation on September 30, 1994.

     

    IV.

     

    On
      August 23, 1994, the record date for determining
      shareholders entitled to vote at the shareholders meeting, there were 9,635,625
      shares of common stock outstanding and entitled to vote on each of the
      Amendments.

     

    V.

     

    The
      Amendments set forth in Article II hereof received
      the number of votes in favor of and opposed to its adoption indicated
      below:

     

     

    
      	
               Votes
                in Favor

            	
               Votes
                Opposed

            
	 	 
	
               5,438,833

            	
              8,171

            


    

     

     

    IN
      WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to
      be
      executed by its President, a duly authorized officer of the Corporation on
      this
      30th day of September, 1994.

     

     

     

     

    
      	 	
              Crown
                Casino Corporation

               

               

               

              By: 
                /s/  Edward R.McMurphy

              Edward
                R. McMurphy

              President
                and Chief Executive
                Officer