AMERICAS CARMART INC (Form: S-8, Received: 11/16/2005 09:20:33)

As filed with the Securities and Exchange Commission on November 15, 2005

Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)

Texas		630851141
(State or other jurisdiction		(I.R.S. Employer Identification
of incorporation or organization)		Numberr

802 Southeast Plaza Ave., Suite 200, Bentonville, AR	72712
(Address of Principal Executive Offices)	(Zip Code)

2005 RESTRICTED STOCK PLAN

(Full Title of the Plan)

Tilman J. Falgout, III

Chief Executive Officer

802 Southeast Plaza Ave.

Suite 200

Bentonville, Arkansas 72712

(479) 464-9944

(Name, address, telephone number, including

area code, of agent for service)

______________________

Copies Requested to:

Terry F. Schwartz, Esq.

Smith, Gambrell & Russell, LLP

Suite 3100, Promenade II

1230 Peachtree Street, N.E.

Atlanta, Georgia 30309-3592

______________________

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share ⁽¹⁾	Proposed Maximum Aggregate Offering Price ⁽¹⁾	Amount of Registration Fee
Common Stock, Par Value $0.01 Per Share	100,000 Shares	$15.305	$1,530,500	$180.14
⁽¹⁾ Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the average of the high and low reported prices of the common stock on the Nasdaq National Market on November 10, 2005.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The documents listed below are hereby incorporated by reference into this Registration Statement, and all documents subsequently filed by America’s Car-Mart, Inc. (the “Company”) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents:

1.	The Company’s Annual Report on Form 10-K for the year ended April 30, 2005;

2.	All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Annual Report referred to in (1) above; and

The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 10, as filed with the Securities and Exchange Commission (the “Commission”), pursuant to the Exchange Act on December 23, 1986, as amended by a Current Report on Form 8-K dated November 2, 2005, as filed with the Commission on November 2, 2005.

Item 4. Description of Securities.

No response is required to this item.

Item 5. Interests of Named Experts and Counsel.

No response is required to this item.

Item 6. Indemnification of Officers and Directors.

The Articles of Incorporation of the Company provide for the elimination of monetary liability of directors of the Company pursuant to Article 7.06(B) of the Texas Miscellaneous Corporation Laws Act.

The Company's Bylaws provide that to the extent that a director or officer has been successful in the defense of any proceeding to which he was a party by virtue of his being a director or officer of the Company, the Company shall indemnify the director or officer for reasonable expenses incurred therewith.

In addition, the Company may indemnify a director or officer of the Company who is or is threatened to be made a named defendant or respondent in a proceeding because he is or was a director or officer, against liability incurred in the proceeding if he acted in his official capacity and in a manner he believed in good faith to be in or not opposed to the best interests of the Company and, in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful; except that, in general, no indemnification shall be made in connection with a proceeding by or in the right of the Company in which the director or officer was adjudged liable to the Company or in connection with any other proceeding in which a director or officer is adjudged liable on the basis that personal benefit was improperly received by him. If the person is found liable to the Company on the basis that personal benefit was improperly received by the person, the Company may indemnify that person, but such indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company.

Article 2.02-1 of the Texas Business Corporation Act sets forth the applicable terms, conditions, and limitations governing the indemnification of officers, directors and other persons.

Item 7. Exemption From Registration Claimed.

No response to this item is required.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference into this Registration Statement:

Exhibit Number	Description of Exhibit (Commission File No. 0-14939)

4.1	Articles of Incorporation of the Company (formerly SKAI, Inc.).

4.2	Articles of Merger of the Company and Skylink America Incorporated filed with the Secretary of State of the State of Alabama on September 29, 1989.

4.3	Articles of Merger of the Company and Skylink America Incorporated filed with the Secretary of State of the State of Texas on October 10, 1989.

4.4	Articles of Merger of the Company and Skylink Video Services, Inc. and Skylink, Video Systems, Inc. filed with the Secretary of State of the State of Texas on April 1, 1991.

4.5	Articles of Amendment filed with the Secretary of State of the State of Texas on October 7, 1993.

4.6	Articles of Amendment filed with the Secretary of State of the State of Texas on October 5, 1994.

4.7	Articles of Amendment filed with the Secretary of State of the State of Texas on October 2, 1997.

4.8	Articles of Amendment filed with the Secretary of State of the State of Texas on March 20, 2002.

4.9	By-Laws dated August 24, 1989.

5.1	Opinion of Smith, Gambrell & Russell, LLP, as to the legality of the securities being registered.

23.1	Consent of Grant Thornton LLP.

23.2	Consent of Smith, Gambrell & Russell, LLP (contained in their opinion filed as Exhibit 5.1).

24.1	Powers of Attorney (contained on the signature page to this Registration Statement).

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s Annual Report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Irving, State of Texas, on the 15th day of November, 2005.

	AMERICA’S CAR-MART, INC.


	By: /s/ Tilman J. Falgout, III
	Tilman J. Falgout, III
	Chief Executive Officer
	(Principal Executive Officer)


	By: /s/ Jeffrey A. Williams
	Jeffrey A. Williams Chief Financial Officer
	(Principal Financial and Accounting Officer)

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tilman J. Falgout, III and Jeffrey A. Williams, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, including a Registration Statement filed under Rule 462(b) of the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Tilman J. Falgout, III Tilman J. Falgout, III	Chairman of the Board, Chief Executive Officer and Director (principal executive officer)	November 15, 2005
/s/ Jeffrey A. Williams Jeffrey A. Williams	Chief Financial Officer (principal financial and accounting officer)	November 15, 2005
/s/ William H. Henderson William H. Henderson	Director	November 15, 2005
/s/ J. David Simmons J. David Simmons	Director	November 15, 2005
/s/ Carl E. Baggett Carl E. Baggett	Director	November 15, 2005
/s/ William M. Sams William M. Sams	Director	November 15, 2005

Exhibit
Number	Description of Exhibit

4.1	Articles of Incorporation of the Company (formerly SKAI, Inc.).

4.2	Articles of Merger of the Company and Skylink America Incorporated filed with the Secretary of State of the State of Alabama on September 29, 1989.

4.3	Articles of Merger of the Company and Skylink America Incorporated filed with the Secretary of State of the State of Texas on October 10, 1989.

4.4	Articles of Merger of the Company and Skylink Video Services, Inc. and Skylink, Video Systems, Inc. filed with the Secretary of State of the State of Texas on April 1, 1991.

4.5	Articles of Amendment filed with the Secretary of State of the State of Texas on October 7, 1993.

4.6	Articles of Amendment filed with the Secretary of State of the State of Texas on October 5, 1994.

4.7	Articles of Amendment filed with the Secretary of State of the State of Texas on October 2, 1997.

4.8	Articles of Amendment filed with the Secretary of State of the State of Texas on March 20, 2002.

4.9	By-Laws dated August 24, 1989.

5.1	Opinion of Smith, Gambrell & Russell, LLP as to the legality of the securities being registered.

23.1	Consent of Grant Thornton LLP.

23.2	Consent of Smith, Gambrell & Russell, LLP (contained in their opinion filed as Exhibit 5.1).

ARTICLES OF INCORPORATION

SKAI INC.

I, the undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the Corporation is SKAI INC.

ARTICLE TWO

The period of the Corporation's duration is p erpetual.

ARTICLE THREE

The purposes for which the Corporation is organized are the transaction of all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. Without limiting the foregoing, the purposes for which the Corporation is organized, and its powers and authority, shall include the following:

(a)

To purchase, own, hold, control, use, manage, develop, improve, exchange, mortgage, service, lease, rent, sell, convey and otherwise acquire, dispose of, and deal generally with electronic equipment including satellite cable systems;

(b)

To contract for, provide, sell and otherwise deal in satellite and master antenna cable television services of all kinds as well as pay-per-view and free-to-guest cable distribution systems and services;

(c)

To purchase, own, hold, control, use, develop, improve, exchange, mortgage, lease, rent, sell, convey, or otherwise acquire and dispose of and deal generally in and with, real property, both improved and unimproved, and any and all oil, gas and other minerals and mineral rights of every kind and any easement or other interest therein, wherever situate; to erect, or cause to be erected, on any lands owned, held or occupied by the Corporation, houses, buildings, or other structures, with their appurtenances; to manage, operate, lease, rebuild, enlarge, alter or improve any buildings or other structures, now or hereafter erected on lands so owned, held or occupied; to encumber, sell or otherwise

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dispose of any lands or interests in lands, and any buildings or other structures, and any houses, stores, shops, suites, rooms or part of any buildings or other structures, at any time owned or held by the Corporation;

(d)

To purchase or otherwise acquire, and to sell, let or grant letters patent, concessions, licenses, inventions, rights, and privileges, subject to royalty or otherwise, and whether exclusive, nonexclusive, or limited, or any part interest in such letters patent, concessions, licenses, inventions, rights, and privileges, whether in the United States or in any other part of the world;

(e)

To acquire by purchase, exchange, lease or otherwise, and to own, hold, use, develop, improve, operate, sell, assign, lease, transfer, convey, exchange, mortgage, pledge, or otherwise dispose of or deal in and with all kinds of equipment, fixtures, appliances, machinery, vehicles, structures, buildings, facilities, intangibles, choses in action and other personal property, and all kinds of real property of every class or description and interests, rights and privileges therein wheresoever situate;

(f)

To acquire and pay for in cash, stocks, bonds, debentures, or other securities of the Corporation or otherwise, the good will, rights, assets and property and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation;

(g)

To purchase or otherwise acquire, and to own, engage in, operate and maintain, any and all types and kinds of lawful businesses;

(h)

To acquire, by subscription, discount, purchase or otherwise, own, hold, underwrite, guarantee, negotiate, sell, assign, discount, exchange, mortgage, pledge, dispose of, realize upon and deal in and with securities of all kinds, including, but not limited to, shares of stock, bonds, debentures, scrip, warrants, rights, voting trust certificates, coupons, notes, accounts receivable, contracts, mortgages, commercial paper, evidences of indebtedness, certificates of interest, participation certificates, acceptances and interim receipts and certificates, issued or created by any corporation, association, joint stock company, partnership, firm, individual, trustee, syndicate, government, governmental authority, state, municipal corporation, or any governmental division or subdivision; to possess and exercise any and all rights, powers and privileges of ownership of any of the stock or other property of the Corporation, including the

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right to vote or consent or otherwise act with respect thereto; and to do any acts or things for the protection, preservation, improvement and enhancement in value of any property of the Corporation;

(i)

To borrow or raise money for any of the purposes of the Corporation and, from time to time, without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other types of indebtedness and securities and to secure the payment of any thereof and of the interest thereon by mortgage upon, pledge, conveyance or assignment in trust of the whole or any part of the properties, assets, business and good will of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the Corporation for its corporate purposes;

(j)

To guarantee the payment of the dividends on any shares of any corporation, joint stock company or association in which the Corporation has or may at any time have an interest; to endorse, or otherwise guarantee the payment of the principal of, or interest on, any bonds, mortgages, debentures, or other securities issued or created by any corporation, joint stock company or association, in which the Corporation has an interest, or whose shares or securities it owns; to become surety for, and to guarantee, the carrying out or the performance of any contract of every kind of any corporation, joint stock company or association in which the Corporation has an interest or whose shares or securities it owns; and to do any and all lawful things designed to protect, preserve, improve or enhance the value of any such shares, bonds, mortgages, debentures, securities, or other evidences of indebtedness of any corporation, joint stock company or association in which the Corporation has an interest or whose shares or securities it may own;

(k)

To purchase, hold, cancel, reissue, sell, exchange, transfer, or otherwise deal in its own securities from time to time, to such extent, in such manner and upon such terms as the Board of Directors of the Corporation shall determine to the extent now or hereafter allowed by law, and provided further that the shares of its own capital stock belonging to the Corporation shall not be voted upon directly or indirectly;

(l)

To have one or more offices, to carry on all or any part of its operations and business without restriction or limit as to amount; to purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real and personal property of every class and description in any of the States or the District of Columbia of the United States, subject to the laws of such State or District;

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(m)

To enter into, make and perform contracts of every kind and description with any person, firm, association, corporation, municipality, county, State, body politic, or government;

(n)

To lend its funds or credit from time to time to such extent, to such persons, firms, associations, corporations, governments, or subdivisions thereof, and on such terms and on such security, if any, or without security, as the Board of Directors of the Corporation may determine and as may be lawful;

(o)

To carry on any other lawful business whatsoever in connection with any of the foregoing, or which is calculated directly or indirectly to promote the interest of the Corporation or to enhance the value of its property; and to execute from time to time, general and special powers of attorney to persons, firms, associations or corporations, and to revoke the same as and when the Board of Directors may determine; and

(p)

In general, to have and exercise all the powers conferred by the laws of Texas upon corporations formed under the laws of the State of Texas, and to do any or all of the things hereinabove set forth to the same extent as natural persons might or could do.

The foregoing clauses shall be construed as being objects and purposes and powers and the foregoing clauses shall, except where otherwise expressed, be in nowise limited to, restricted by reference to, or inference from, the terms of any other clause in these Articles of Incorporation, but the objects and purposes and powers specified in each of the foregoing clauses of this Article shall be regarded as independent objects, purposes and powers. The foregoing enumeration of specific objects, purposes and powers shall not be deemed to restrict or diminish the general powers of the Corporation, and the enjoyment and exercise thereof, as conferred by the laws of the State of Texas on business corporations organized pursuant to said laws.

ARTICLE FOUR

The Corporation shall have authority to issue 11,000,000 shares of capital stock, which shall be divided into classes and shall have the following designations, preferences limitations and relative rights:

A. Common Stock . One class shall consist of 10,000,000 shares of common stock of $0.01 par value, designated "Common Stock." The holders of Common Stock shall be entitled to elect all of the members of the Board of Directors of the Corporation, and such holders shall be entitled to vote as a class on all matters required or permitted to be submitted to the shareholders of the Corporation.

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B. Preferred Stock . One class shall consist of 1,000,000 shares of preferred stock of $0.01 par value, designated "Preferred Stock." The Board of Directors of the Corporation shall be empowered to divide any and all shares of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of any series so established. Before any shares of Preferred Stock of any particular series shall be issued, the Board of Directors shall fix and determine, and is hereby expressly empowered to fix and determine, in the manner provided by law, the following provisions of the shares of such series: (i) the distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors; (ii) the annual rate of dividends payable on shares of such series, whether dividends shall be cumulative and conditions upon which and the date when such dividends shall be accumulated on all shares of such series issued prior to the record date for the first dividend of such series; (iii) the time or times when and the price or prices at which shares of such series shall be redeemable at the option of the holder or of the Corporation and the sinking fund provisions, if any, for the purchase or redemption of such shares; (iv) the amount payable on shares of such series in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether all or a portion is paid before any amount is paid on the Common Stock: (v) the rights, if any, of the holders of shares of such series to convert such shares into, or exchange such shares for, shares of Common Stock or shares of any other series of Preferred Stock and the terms and conditions of such conversion or exchange; and (vi) whether the shares of such series have voting rights and the extent of such voting rights, if any.

The Board of Directors shall have the power to reclassify any unissued shares of any series of Preferred Stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption, including but not limited to, but subject to the limitations described in, the above provision.

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Any action by the Board of Directors in authorizing the issuance of Preferred Stock and fixing and determining the provisions thereof is hereby ratified and approved.

C. Genera l . No shareholder shall have any preemptive right to subscribe to an additional issue of shares of any class of stock of the Corporation or to any security convertible into such stock. No shareholder shall have the right to cumulate his vote on any matter on which he is entitled to vote, including elections of directors.

ARTICLE FIVE

The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of not less than One Thousand Dollars ($1,000), consisting of money, labor done or property actually received.

ARTICLE SIX

The post office address of the Corporation's initial registered office is 2415 West Northwest Highway, Suite 103, Dallas, Texas 75220, and the name of its initial registered agent at such address is Edward R. McMurphy.

ARTICLE SEVEN

The number of directors constituting the initial Board of Directors is nine (9), and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:

NAME	ADDRESS

Edward R. McMurphy	2415 W. Northwest Highway Suite 103 Dallas, Texas 75220

R. Clark Sledge	2415 W. Northwest Highway Suite 103 Dallas, Texas 75220

John David Simmons	100 Century Park South Suite 204 Birmingham, Alabama 35226

William C. Brookshire, Jr.	950 E. Paces Ferry Suite 2300 Atlanta, Georgia 30326

Joel B. Piassick	2400 First Atlanta Tower Atlanta, Georgia 30383

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George H. Covert	1700 W. 6th Street
	Austin, Texas 78703

John Adel, Sr.	7615 Mason Dell
	Dallas, Texas 75220

John A. Stephens	2708 Grand Avenue
	Des Moines, Iowa 50312

Gary D. Baumgart	50005 LBJ Freeway
	Suite 1230
	Dallas, Texas 75244

ARTICLE EIGHT

The name and address of the incorporator is: Helen T. Ferraro, Esq., 1800 East Tower, 3333 Peachtree Road, N.E., Atlanta, Georgia 30326.

ARTICLE NINE

No director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except that this Article does not authorize the elimination or limitation of the liability of a director to the extent the director is found liable for:

(1) a breach of the director's duty of loyalty to the Corporation or its shareholders;

(2) an act or omission not in good faith that constitutes a breach of duty of the director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law;

( 3 ) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or

(4) an act or omission for which the liability of a director is expressly provided by an applicable statute.

If applicable law is amended to authorize corporate action further eliminating or limiting the liability of directors, then the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by applicable law, as amended. Neither the amendment or repeal of this Article, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any acts or omissions occurring prior to such amendment, repeal or adoption of an inconsistent provision.

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ARTICLE TEN

Notwithstanding any provision of law requiring the affirmative vote of a greater percentage or proportion than a majority of the outstanding shares of all classes or of any class of stock of the Corporation entitled to vote to take or authorize any action, such action may be taken or authorized upon the affirmative vote of a majority of the outstanding shares of all classes or of any class of stock of the Corporation entitled to vote thereon, except as may be otherwise provided in these Articles of Incorporation or in the By-laws.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand, this 22nd day of August, 1989.

	/s/ Helen T. Ferraro
	Helen T. Ferraro


STATE OF GEORGIA	)
	)	ss:
COUNTY OF FULTON	)

I, Robert T. Molinet, a notary public, do hereby certify that on this 22nd day of August, 1989, personally appeared before me, Helen T. Ferraro, who being by me first duly sworn, declared that she is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

/s/ Robert T. Molinet

Notary Public

Notary Public , DeKalb County, Georgia

My C ommission Expires Dec 27, 1991

[NOTARIAL SEAL]

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ARTICLES OF MERGER

OF SKYLINK AMERICA INCORPORATED

AND

SKAI INC.

The undersigned, duly authorized officers of their respective corporations, pursuant to § 10-2A-143 of the Alabama Business Corporation Act and § 5.04 of the Texas Business Corporation Act, hereby execute the following Articles of Merger on behalf of their respective corporations:

I. Names of Corporations

The names of the corporations proposing to merge are Skylink America Incorporated, an Alabama corporation ("Skylink") and SKAI Inc., a subsidiary of Skylink and a Texas corporation ("SKAI").

II. Agreement of Merger

Skylink shall be merged into SKAI, and SKAI shall be the surviving corporation, in accordance with the provisions of the Agreement and Plan of Merger (the "Agreement"), attached hereto as Exhibit "A" and by this reference incorporated herein. The "Effective Date" of the Agreement shall be the date on which the Secretary of State of Alabama and the Secretary of State of Texas issue a Certificate of Merger evidencing the merger of Skylink into SKAI. As of the Effective Date of the Agreement, the name of the surviving corporation shall be changed to Skylink America Incorporated.

III. Approval of Agreement

A. On September 28, 1989, the date on which the shareholders of Skylink approved the Agreement, there were 4,048,78l shares of Skylink's common stock issued and outstanding and entitled to vote on the Agreement. Of those shares, 3,121,737 voted "FOR" and 2,459 voted "AGAINST" the Agreement.

B. On September 28, 1989, the date on which the sole shareholder of SKAI approved the Agreement, there were 100 shares of SKAI’s common stock issued and outstanding and entitled to vote on the Agreement. Of those shares, 100 voted "FOR" and 0 voted "AGAINST" the Agreement.

The Articles of Incorporation of Skylink are filed in Baldwin County, Alabama.

SKYLINK AMERICA INCORPORATED

By: /s/ Edward R. McMurphy

Edward R. McMurphy

President and Chief

Executive Officer

Before me, the undersigned authority in and for said county and state, personally appeared Edward R. McMurphy and R. Clark Sledge who being by me first duly sworn, did depose and say that they are the President and Secretary, respectively, of Skylink America Incorporated and that the foregoing statements in this Articles of Merger are true, full and correct.

/s/ Edward R. McMurphy

Edward R. McMurphy, President

Subscribed and sworn to before me on the 28th day of September, 1989.

IN WITNESS WHEREOF, I hereunto subscribe my name and attach to the seal of my office.

/s/ Jane S. Wagner

Notary Public

[SEAL]

(Signatures continued on next page)

SKAI INC.

By: /s/ Edward R. McMurphy

Edward R. McMurphy

President and Chief

Executive Officer

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of August 25, 1989, by and between SKYLINK AMERICA INCORPORATED, an Alabama corporation (herein called the "Alabama Company"), and SKAI INC., a Texas corporation duly (herein called the "Texas Company"), said companies being herein sometimes referred to as the "Constituent Companies."

W I T N E S S E T H :

WHEREAS, the Alabama Company is a corporation duly organized and existing under the laws of the State of Alabama, having been organized thereunder on April 29, 1983. The Texas Company is a corporation duly organized and existing under the laws of the State of Texas, having been incorporated thereunder on August 23, 1989.

WHEREAS, the authorized capital of the Alabama Company consists of 10,000,000 shares of Common Stock, par value $.01 per share, of which 4,211,230 shares are now issued and outstanding. The authorized capitalization of the Texas Company consists of 10,000,000 shares of Common Stock, par value $.01 per share, of which 100 shares are now issued, outstanding and owned by the Alabama Company.

WHEREAS, the Board of Directors of the Alabama Company and the Board of Directors of the Texas Company deem it to be for the benefit and advantage of each of the companies and their respective stockholders that the companies merge under and pursuant to the provisions of Section 10-2A-146 of the Alabama Business Corporation Act and Section 5.07 of the Texas Business Corporation Act, and the Board of Directors of each of the Constituent Companies, by resolution duly adopted, has approved this Agreement and Plan of Merger (sometimes herein called the "Agreement") and a majority of the Directors of each has duly authorized the execution of the same and each of the Boards of Directors has directed that the Agreement be submitted to a vote of the respective stockholders of the Alabama Company and the Texas Company entitled to vote thereon (namely, all of the stockholders of each) at stockholders meetings called separately for the purpose, among others, of considering approval of the Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements hereinafter set forth, the parties hereto agree that in accordance with the provisions of Section 10-2A-146 of the Alabama Business Corporation Act and Section 5.07 of the Texas Business Corporation Act, the Alabama Company shall be merged with and into the Texas Company, and that the terms and conditions of such merger and the mode of carrying it into effect are, and shall be, as herein set forth.

Except as herein specifically set forth, the corporate existence of the Texas Company, with all its purposes, powers and objects, shall continue in effect and unimpaired by the merger, and the corporate identity and existence, with all the purposes, powers, and objects of the Alabama Company, shall be merged into the Texas Company and the Texas Company, as the company surviving the merger, shall be fully vested therewith. The separate existence and corporate organization of the Alabama Company shall cease as soon as the merger shall become effective as herein provided, and thereupon the Alabama Company and the Texas Company shall be a single company, to wit, the Texas Company (hereinafter sometimes referred to as the "Surviving Company"). This Agreement shall continue in effect and the merger shall become effective only if the Agreement is adopted by the stockholders of the Constituent Companies as provided in Article X hereof. Upon such adoption, that fact shall be certified upon the Agreement by the Secretary or Assistant Secretary of each of the Constituent Companies, under the seal thereon. Thereupon, under Section 5.04 of the Texas Business Corporation Act, Articles of Merger shall be filed in the office of the Secretary of State of Texas, and under Section 10-2A-143 of the Alabama Business Corporation Act, Articles of Merger shall be filed with the Secretary of State of Alabama. The merger shall become effective on the date on which a Certificate of Merger is issued by the Secretary of State of Texas and the Secretary of State of Alabama.

Upon the effective date of the merger, the Articles of Incorporation of the Texas Company shall be the Articles of Incorporation of the Surviving Company; except that upon effectiveness of the merger, the name of the Surviving Company shall be changed to "Skylink America Incorporated." Such Articles of Incorporation are made a part of this Agreement with the same force and effect as if set forth in full.

Upon the effective date of the merger, the Bylaws of the Texas Company shall be the Bylaws of the Surviving Company until the same shall thereafter be altered, amended, or repealed in accordance with the law, the Articles of Incorporation, and such Bylaws.

On the effective date of the merger, the Surviving Company shall continue in existence and, without further transfer, succeed to and possess all of the rights, privileges, and purposes of each of the Constituent Companies; and all of the property, real and personal, including subscriptions to shares, causes of action and every other asset of each of the Constituent Companies, shall vest in the Surviving Company without further act or deed; and the Surviving Company shall be liable for all of the liabilities, obligations and penalties of each of the Constituent Companies. No liability or obligation due or to become due, claim or demand for any cause existing against either Constituent Company, or any stockholder, officer, director or employee thereof, shall be released or impaired by such merger. No action or proceeding, whether civil or criminal, then pending by or against either Constituent Company or any stockholder, officer, director or employee thereof shall abate or be discontinued by such merger, but may be enforced, prosecuted, defended, settled or compromised as if such merger had not occurred and the Surviving Company may be substituted in any action or proceeding in place of either Constituent Company.

If at any time the Surviving Company shall consider or be advised that any further assignments, conveyances or assurances in law are necessary or desirable to vest, perfect or confirm of record in the Surviving Company the title to any property or rights of the Constituent Companies, or otherwise to carry out the provisions hereof, the proper officers and directors of the Constituent Companies, as of the effective date of the merger, shall execute and deliver any and all proper deeds, assignments and assurances in law, and do all things necessary or proper to vest, perfect or confirm title to such property or rights in the Surviving Company, and otherwise to carry out the provisions hereof.

The number of shares of stock which the Surviving Company shall have authority to issue shall be 10,000,000 shares of Common Stock, par value $.01 per share, and 1,000,000 shares of Preferred Stock, par value $.01 per share.

Upon the effective date of the merger, each issued and outstanding share of Common Stock of the Alabama Company, $.01 par value, shall be and become converted into one fully paid and nonassessable share of Common Stock, $.01 par value, of the Surviving Company. Outstanding certificates representing shares of Common Stock of the Alabama Company shall thenceforth represent the same number of shares of Common Stock of the Surviving Company, and the holder thereof shall be entitled to precisely the same rights he would enjoy if he held certificates issued by the Surviving Company. Upon the surrender of any such certificate to the Surviving Company at the office of its transfer agent, the transferee or other holder of the certificates surrendered shall receive in exchange therefor a certificate or certificates of the Surviving Company. Upon the effective date of the merger, each outstanding option or right to purchase or otherwise acquire shares of Common Stock of the

Upon the consummation of the merger, the shares of Common Stock, par value $.01 per share, of the Texas Company which shall be outstanding immediately prior to the effective date of the merger, shall be cancelled and retired.

The officers and directors of the Alabama Company immediately prior to the effective date of the merger shall serve as the officers and directors of the Surviving Company, until their successors shall have been elected and shall qualify or as otherwise provided in the Bylaws of the Surviving Company.

If, on or after the effective date of the merger, a vacancy shall exist in the Board of Directors of the Surviving Company, or in any of the offices specified above, such vacancy may be filled in the manner provided in the Bylaws of the Surviving Company.

All corporate acts, plans, policies, approvals and authorizations of the Alabama Company, its stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the effective date of the merger, shall be taken for all purposes as the acts, plans, policies, approvals and authorizations of the Surviving Company and shall be as effective and binding thereon as they were on the Alabama Company. Without limiting the foregoing, all stock option, stock purchase and profit sharing plans of the Alabama Company, all as amended and in effect immediately prior to the merger becoming effective, and any and all outstanding options and rights thereunder, shall be continued by the Surviving Company, which shall be substituted for the Alabama Company. Such merger shall not, in itself, effect any other change in such plans, options or rights. The employees of the Alabama Company shall become the employees of the Surviving Company and continue to be entitled to the same rights and benefits they enjoyed as employees of the Alabama Company. It is intended that the transaction described herein qualifies as a reorganization within the definition of Clause (F) of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended.

This Agreement and Plan of Merger may be executed in counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, each party to this Agreement and Plan of Merger, pursuant to authority duly given by its respective Board of Directors, has caused these presents to be executed on its behalf by its President and Chief Executive Officer, and its corporate seal to be hereunto affixed and attested to by its Secretary as of the day and year first hereinabove written.

ATTEST:	SKYLINK AMERICA INCORPORATED, an Alabama Corporation

/s/ R. Clark Sledge
R. Clark Sledge
Secretary	By: /s/ Edward R. McMurphy
	Edward R. McMurphy
	President and Chief
	Executive Officer

	"Alabama Company"



ATTEST:	SKAI INC., a Texas Corporation

/s/ R. Clark Sledge
R. Clark Sledge
Secretary	By : /s/ Edward R. McMurphy
	Edward R. McMurphy
	President and Chief
	Executive Officer

	"Texas Company"

OF SKYLINK AMERICA INCORPORATED

I. Names of Corporations

The names of the corporations proposing to merge are Skylink America Incorporated, an Alabama corporation ("Skylink") and SKAI Inc., a subsidiary of Skylink and a Texas corporation ("SKAI").

II. Agreement of Merger

III. Approval of Agreements

A. On September 28, 1989, the date on which the shareholders of Skylink approved the Agreement, there were 4,048,781 shares of Skylink's common stock issued and outstanding and entitled to vote on the Agreement. Of those shares, 3,121,737 voted "FOR" and 2,459 voted "AGAINST" the Agreement.

B. On September 28, 1989, the date on which the sole shareholder of SKAI approved the Agreement, there were 100 shares of SKAI's common stock issued and outstanding and entitled to vote on the Agreement. Of those shares, 100 voted "FOR" and 0 voted "AGAINST" the Agreement.

The Articles of Incorporation of Skylink are filed in Baldwin County, Alabama.

The approval of the Agreement was duly authorized by all action required by the laws under which it was incorporated or organized and by its constituent documents.

SKYLINK AMERICA INCORPORATED

By : /s/ Edward R. McMurphy

Edward R. McMurphy

President and Chief

Executive Officer

	/s/ Edward R. McMurphy
	Edward R. McMurphy, President

Subscribed and sworn to before me on the 28th day of September, 1989.

IN WITNESS WHEREOF, I hereunto subscribe my name and attach to the seal of my office.

	/s/ Jane Wagner
	Notary Public

	[SEAL]

(Signatures continued on next page)

	SKAI INC.


	By: /s/ Edward R. McMurphy
	Edward R. McMurphy
	President and Chief
	Executive Officer

Before me, the undersigned authority in and for said county and state, personally appeared Edward R. McMurphy and R. Clark Sledge who being by me first duly sworn, did depose and say that they are the President and Secretary, respectively, of SKAI Inc. and that the foregoing statements in this Articles of Merger are true, full and correct.

	/s/ Edward R. McMurphy
	Edward R. McMurphy, President

Subscribed and sworn to before me on the 28 ^th day of September, 1989.

IN WITNESS WHEREOF, I hereunto subscribe my name and attach to the seal of my office.

	/s/ Jane S. Wagner
	Notary Public
	[SEAL]

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of August 25, 1989, by and between SKYLINK AMERICA INCORPORATED, an Alabama corporation (herein called the “Alabama Company”), and SKAI INC., a Texas corporation duly (herein called the “Texas Company”), said companies being herein sometimes referred to as the “Constituent Companies.”

WHEREAS , the Alabama Company is a corporation duly organized and existing under the laws of the State of Alabama, having been organized thereunder on April 29, 1983. The Texas Company is a corporation duly organized and existing under the laws of the State of Texas, having been incorporated thereunder on August 23, 1989.

WHEREAS , the authorized capital of the Alabama Company consists of 10,000,000 shares of Common Stock, par value $.01 per share, of which 4,211,230 shares are now issued and outstanding. The authorized capitalization of the Texas Company consists of 10,000,000 shares of Common Stock, par value $.01 per share, of which 100 shares are now issued, outstanding and owned by the Alabama Company.

WHEREAS , the Board of Directors of the Alabama Company and the Board of Directors of the Texas Company deem it to be for the benefit and advantage of each of the companies and their respective stockholders that the companies merge under and pursuant to the provisions of Section 10-2A-146 of the Alabama Business Corporation Act and Section 5.07 of the Texas Business Corporation Act, and the Board of Directors of each of the Constituent Companies, by resolution duly adopted, has approved this Agreement and Plan of Merger (sometimes herein called the “Agreement”) and a majority of the Directors of each has duly authorized the execution of the same and each of the Boards of Directors has directed that the Agreement be submitted to a vote of the respective stockholders of the Alabama Company and the Texas Company entitled to vote thereon (namely, all of the stockholders of each) at stockholders meetings called separately for the purpose, among others, of considering approval of the Agreement.

NOW, THEREFORE , in consideration of the foregoing and the mutual agreements hereinafter set forth, the parties hereto agree that in accordance with the provisions of Section 10-2A-146 of the Alabama Business Corporation Act and Section 5.07 of the Texas Business Corporation Act, the Alabama Company shall be merged with and into the Texas Company, and that the terms and conditions of such merger and the mode of carrying it into effect are, and shall be, as herein set forth.

Except as herein specifically set forth, the corporate existence of the Texas Company, with all its purposes, powers and objects, shall continue in effect and unimpaired by the merger, and the corporate identity and existence, with all the purposes, powers, and objects of the Alabama Company, shall be merged into the Texas Company and the Texas Company, as the company surviving the merger, shall be fully vested therewith. The separate existence and corporate organization of the Alabama Company shall cease as soon as the merger shall become effective as herein provided, and thereupon the Alabama Company and the Texas Company shall be a single company, to wit, the Texas Company (hereinafter sometimes referred to as the "Surviving Company"). This Agreement shall continue in effect and the merger shall become effective only if the Agreement is adopted by the stockholders of the Constituent Companies as provided in Article X hereof. Upon such adoption, that fact shall be certified upon the Agreement by the Secretary or Assistant Secretary of each of the Constituent Companies, under the seal thereon. Thereupon, under Section 5.04 of the Texas Business Corporation Act , Articles of Merger shall be filed in the office of the Secretary of State of Texas, and under Section 10-2A-143 of the Alabama Business Corporation Act, Articles of Merger shall be filed with the Secretary of State of Alabama. The merger shall become effective on the date on which a Certificate of Merger is issued by the Secretary of State of Texas and the Secretary of State of Alabama.

All corporate acts, plans, policies, approvals and authorizations of the Alabama Company, its stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the effective date of the merger, shall be taken for all purposes as the acts, plans, policies, approvals and authorizations of the Surviving Company and shall be as effective and binding thereon as they were on the Alabama Company. Without limiting the foregoing, all stock option, stock purchase and profit sharing plans of the Alabama Company, all as amended and in effect immediately prior to the merger becoming effective, and any and all outstanding options and rights thereunder, shall be continued by the Surviving Company, which shall be substituted for the Alabama Company. Such merger shall not, in itself, effect any other change in such plans, options or rights. The employees of the Alabama Company shall become the employees of the Surviving Company and continue to be entitled to the same rights and benefits they enjoyed as employees of the Alabama Company. It is intended that the transaction described herein qualifies as a reorganization within the definition of Clause (F) of Section 368(a)(l) of the Internal Revenue Code of 1986, as amended.

This Agreement shall be submitted to the stockholders of each of the Constituent Companies as provided by the applicable laws of the States of Alabama and Texas. There shall be required for the adoption of this Agreement by (1) the Alabama Company, the affirmative vote of the holders of at least two-thirds of the capital stock outstanding; and by (2) the Texas Company, the affirmative vote of the holders of at least a majority of the capital stock outstanding.

The Surviving Company hereby agrees that it may be served with process in the State of Alabama in any proceeding for enforcement of any obligation of the Alabama Company as well as for enforcement of any obligation resulting from the merger, including any proceeding for the enforcement of the rights of a dissenting stockholder of the Alabama Company against the Surviving Company, and hereby irrevocably appoints the Secretary of State of the State of Alabama as its agent to accept service of process in any such suit or other proceeding. The address to which a copy of such process shall be mailed by the Secretary of State of the State of Alabama is Skylink America Incorporated, 2415 West Northwest Highway, Suite 103, Dallas, Texas 75220, Attention: Edward R, McMurphy, President.

The Texas Company shall promptly pay to the dissenting stockholders of the Alabama Company the amount, if any, to which they shall be entitled under the provisions of the Alabama Business Corporation Act with respect to the rights of dissenting stockholders, provided the Agreement is approved by the stockholders of the Constituent Companies and further provided the Agreement and merger are not terminated and abandoned prior to the merger becoming effective.

This Agreement and the merger may be terminated and abandoned by resolution of the Board of Directors of the Alabama Company prior to the merger becoming effective and whether before or after approval by the shareholders of the Alabama Company. In the event of the termination and the abandonment of this Agreement and the merger pursuant to the foregoing provision of this ARTICLE XIII, this Agreement shall become void and of no further effect without any liability on the part of either of the Constituent Companies or its stockholders or the directors or officers in respect thereto.

ATTEST :	SKYLINK AMERICA INCORPORATED, an Alabama Corporation
/s/ R. Clark Sledge
R. Clark Sledge
Secretary	By: /s/ Edward R. McMurphy
	Edward R. McMurphy President and Chief Executive Officer

	"Alabama Company"


Attest:	SKAI INC., a Texas Corporation


/s/ R. Clark Sledge
R. Clark Sledge
Secretary	By: /s/ Edward R. McMurphy Edward R. McMurphy President and Chief Executive Officer
	"Texas Company"

Skylink America Incorporated, a Texas corporation ("Skylink") hereby executes the following Articles of Merger, by its duly authorized officers:

1. The names of the parties to the merger are Skylink America Incorporated, who is the parent corporation, and Skylink Video Services, Inc. ("Services") and Skylink Video Systems, Inc. ("Systems"), which are subsidiaries of Skylink. Each of the foregoing corporations is organized under the laws of the State of Texas.

2. There are presently outstanding 1,000 shares of common stock of Services, and 1,000 shares of common stock of Systems. Skylink owns all of the outstanding shares of both Services and Systems.

3. Pursuant to Section 5.16 of the Texas Business Corporation Act, Services and Systems shall be merged into Skylink, and Skylink shall be the sole surviving corporation. No plan of merger is required by the Texas Business Corporation Act.

4. A copy of the resolutions adopted by the Board of Directors of Skylink approving the merger of Services and Systems with and into Skylink is attached hereto and incorporated herein by reference. Such resolutions were adopted by the Board of Directors of Skylink on March 25, 1991.

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Merger to be executed by its duly authorized officers as of the date first above written.

SKYLINK AMERICA INCORPORATED

By: /s/ Edward R. McMurphy

Edward R. McMurphy

President

MINUTES OF ACTIONS OF BOARD OF DIRECTORS

SKYLINK AMERICA INCORPORATED

As permitted by the Texas Business Corporation Act, the undersigned, being all of the directors of Skylink America Incorporated, a Texas corporation (the "Company"), do hereby take the actions set forth below in this document. The within actions are taken by Unanimous Written Consent in lieu of a Special Meeting of the Board of Directors. This Unanimous Consent shall be effective as of the date first above written.

The following resolutions are hereby unanimously adopted:

RESOLVED, that the directors of the Company hereby approve the merger of Skylink Video Services, Inc. and Skylink Video Systems, Inc., wholly-owned subsidiaries of the Company, with and into the Company, pursuant to which the Company will be the sole surviving corporation as set forth in the Plan and Agreement of Merger and Liquidation attached hereto; and

FURTHER RESOLVED, as the sole stockholder of Services and Systems, the Company hereby approves the merger of Services and Systems with and into the Company; and

FURTHER RESOLVED, that the President and Vice President and Chief Financial Officer are hereby authorized and directed to take any and all actions deemed necessary or desirable in order to carry out in full the foregoing resolutions, including, without limitation, the preparation of any required plan of merger, articles of merger or other agreement, and filing of same with the Secretary of State of Texas.

ARTICLES OF AMENDMENT

SKYLINK AMERICA INCORPORATED

The name of the Corporation is Skylink America Incorporated.

The Articles of Incorporation of Skylink America Incorporated shall be amended by deleting Article I thereof in its entirety and substituting the following in lieu of said Article I:

The name of the Corporation is Crown Casino Corporation "

The Articles of Incorporation of the Corporation shall be further amended by deleting Article IV, Section A thereof in its entirety and substituting the following in lieu of said Article IV, Section A:

The Corporation shall have authority to issue 51,000,000 shares of capital stock, which shall be divided into classes and shall have the following designations, preferences, limitations, and relative rights.

A. Common Stock . One class shall consist of 50,000,000 shares of common stock of $.01 par value, designated "Common Stock." The holders of Common Stock shall be entitled to elect all of the members of the Board of Directors of the Corporation, and such holders shall be entitled to vote as a class on all matters required or permitted to be submitted to the stockholders of the Corporation."

The Articles of Incorporation of the Corporation shall be further amended by adding a new Section D to Article IV thereof to read in its entirety as follows:

"D. Mandatory Divestiture . (i) Any person who beneficially owns, directly or indirectly, 5% or more of the shares of any class of capital stock of the Corporation entitled to vote in elections of directors (hereinafter "Stock"), who is found by any Regulatory Authority (as hereinafter defined) to be unsuitable to hold the Corporation's Stock (hereinafter "Disqualified Holder") shall be required to divest all 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 all shares of Stock of the Corporation held by such Disqualified Holder 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 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) Definitions . The terms "affiliate" and "associate" shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on August 1, 1993.

A person shall be the "beneficial owner" and "beneficially own" shares of any class of capital stock of the Corporation (other than shares of the Corporation's stock held in its treasury) (a) which such person and its affiliates and associates beneficially own, directly or indirectly, whether of record or not, (b) which such person or any

of its affiliates or associates has the right to acquire, pursuant to any agreement, upon the exercise of conversion rights, warrants or options, or otherwise, (c) which such person or any of its affiliates or associates has the right to sell or vote pursuant to any agreement, or (d) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its affiliates or associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of stock of the Corporation.

The term "person" shall mean any individual , partnership, corporation, trust or other entity.

The term "Regulatory Authority" shall mean any governmental or quasi-governmental agency which is authorized and empowered to regulate the gaming operations of the Company

The term "Fair Market Value" shall be the price per share of Stock represented by the average of the closing bid prices of the Corporation's Stock, as quoted by the National Association of Securities Dealers, Inc. Automated Quotations System (NASDAQ) (or such other securities association, quotation system or securities exchange on which the Corporation's Stock is then listed or authorized for quotation), for the 30 trading days prior to the date on which the Corporation provides written notice to the Disqualified Holder that the Corporation intends to purchase all or a portion of the shares of Stock held by such Disqualified Holder. In the event that there is no organized trading market for the Corporation's Stock at the time the Corporation provides such notice to the Disqualified Holder, then the Fair Market Value of the shares of Stock to be sold by the Disqualified Holder and purchased by the Corporation shall be equal to the book value per share of the Corporation's Stock as of the end of the most recent fiscal quarter prior to the date the Corporation delivers such notice to the Disqualified Holder, determined in accordance with generally accepted accounting principles, multiplied by the number of shares being purchased by the Corporation from the Disqualified Holder "

The A r t icles of Incorporation of the Corporation shall be further amended by adding a new Section E to Article IV thereof to read in its entirety as follows:

"E. Restrictions on Ownership by Non-United States Citizens . (i) These Articles shall be generally subject to the federal Merchant Marine Act of 1936, as amended, and the federal Shipping Act of 1916, as amended, and applicable regulations thereunder (hereinafter the "Acts"), including, without limitation, restrictions on the ability of or required approvals for, a holder of shares of Stock of the Corporation to transfer, receive or hold shares, securities or other interests in the Corporation. In the event that the Board of Directors of the Corporation shall determine that the Corporation is not in compliance with the Acts in any way, the

Board of Directors shall have the power to require any stockholder, who alone or with other stockholders has rendered the Corporation in non-compliance with the Acts, to divest, in the manner provided in subparagraph (ii) below, a number of shares of Stock of the Corporation sufficient to bring the Corporation into compliance with the Acts.

(ii) Within 45 days of the date on which the Corporation notifies in writing a stockholder that such stockholder's beneficial ownership of Stock, whether alone or in concert with others, renders the Corporation in violation of the Acts, any one or more of such persons shall be required to sell, transfer or otherwise dispose of the number of shares of Stock of the Corporation specified by the Board of Directors of the Corporation to one or more third parties who are (a) citizens of the United States of America and (b) not "affiliates" or "associates" of such stockholder. 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 such shares of Stock from the selling stockholders within such 60 day period at a price per share equal to the Fair Market Value of such Stock, less 25%. In the event that the Corporation exercises its right to purchase all or any portion of such shares of Stock, the Corporation shall pay for such shares in cash and shall arrange to close such sale at the Corporation's principal executive offices within thirty days of delivering notice to such stockholders 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 from each stockholder. In the event that a stockholder fails to comply with the provisions of this subparagraph (ii), such stockholder shall forfeit the right to vote or receive dividends on all shares of Stock of the Corporation beneficially owned by such stockholder, and shall not be recognized as a stockholder of the Company for any purpose.

(iii) Definitions . All terms defined under subsection (D) of this Article Four shall apply and have the same meanings when used in this subsection (E) "

The Amendments set forth in Articles II, III, IV and V of these Articles of Amendment were adopted by the shareholders of the Corporatation on October 5, 1993.

On August 20, 1993, the record date for determining shareholders entitled to vote at the shareholders meeting, there were 5,419,836 shares of common stock outstanding and entitled to vote on each of the Amendments.

The Amendments set forth in Articles II, III, IV and V hereof received the number of votes in favor of and opposed to their Adoption indicated below:

Amendment Set Forth in Article	Votes In Favor	Votes Opposed

II	5,054,222	16,311

III	5,023,458	47,851

IV	3,983,335	18,628

V	3,997,507	14,691

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 5th day of October, 1993.

SKYLINK AMERICA INCORPORATED

By: /s/ Edward W. McMurphy

Edward W. McMurphy

President and Chief Executive Officer

ARTICLES OF AMENDMENT

CROWN CASINO CORPORATION

The name of the corporation is Crown Casino Corporation.

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.

Votes in Favor	Votes Opposed

5,438,833	8,171

Votes in Favor	Votes Against

9,211,650	37,567

Amendments Set Forth In Articles	Votes in Favor	Votes Opposed

II and III	6,283,381	7,492


	CROWN CASINO CORPORATION

	By:	/s/ Edward R. McMurphy
		Edward R. McMurphy
		President and Chief Executive Officer