CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
ALADDIN GAMING ENTERPRISES, INC.
THIS IS TO CERTIFY that on the 17th day of February, 1998, Aladdin Gaming
Enterprises, Inc., a Nevada corporation (the "Corporation"), pursuant to the
unanimous written consent of the Board of Directors of the Corporation, adopted
the following resolutions in accordance with Nevada Revised Statutes Sections
78.385 and 78.390:
RESOLVED, that the Corporation's Articles of Incorporation
be amended so as to replace Article III, which shall read in
its entirety as follows:
"ARTICLE III
CAPITAL STOCK
Section 1. AUTHORIZED SHARES. The aggregate number of
shares which the corporation shall have authority to issue
shall consist of ten million (10,000,000) shares of common
stock without par value. Such common stock shall be divided
into two classes, Class A voting common stock which shall
have two million (2,000,000) shares authorized for issuance
(the "Class A Stock"), and Class B non-voting common stock
which shall have eight million (8,000,000) shares authorized
for issuance (the "Class B Stock").
Section 2. VOTING RIGHTS. The holders of Class A Stock
shall be entitled to one vote for each share of Class A
Stock held on all matters to be voted on by the stockholders
of the corporation. Except as otherwise expressly required
by law, the holders of Class B Stock shall have no right to
vote on any matter to be voted on by the stockholders of the
corporation (including, without limitation, any election or
removal of the directors of the Corporation) and the Class B
Stock shall not be included in determining the number of
shares voting or entitled to vote on such matters.
Section 3. OTHER RIGHTS. Except as set forth in Section
2 of this Article, holders of Class A Stock and holders of
Class B Stock shall have the same rights and privileges and
shall rank equally, share ratably and be identical in all
respects as to all matters, including rights to dividends
and rights in liquidation.
Section 4. CONSIDERATION FOR SHARES. The common stock
authorized by Section 1 of this Article shall be issued for
such consideration as shall be fixed, from time to time, by
the Board of Directors.
Section 5. ASSESSMENT OF STOCK. The capital stock of
this corporation, after the amount of the subscription price
has been fully paid in, shall not be assessable for any
purpose, and no stock issued as fully paid shall ever be
assessable or assessed. No stockholder of the corporation
is individually liable for the debts or liabilities of the
corporation.
Section 6. CUMULATIVE VOTING FOR DIRECTORS. No
stockholder of the corporation shall be entitled to
cumulative voting of such stockholder's shares for the
election of directors.
Section 7. PREEMPTIVE RIGHTS. No stockholder of the
corporation shall have any preemptive rights.
Section 8. SUBDIVISION AND COMBINATION OF SHARES. If the
corporation in any manner subdivides or combines the
outstanding shares of one class of common stock, the
outstanding shares of the other class of common stock shall
be likewise subdivided or combined."
We further hereby certify that the written consent of the sole stockholder
of the Corporation was secured immediately subsequent to the written consent of
the Board of Directors approving the amendment of the Articles of Incorporation
as provided in the foregoing resolution.
DATED this 17th day of February, 1998.
/s/ Jack Sommer
--------------------------------
Jack Sommer, President
/s/ Ronald Dictrow
--------------------------------
Ronald Dictrow, Secretary
State of Nevada )
) ss.
County of Clark )
This instrument was acknowledged before me on February , 1998 by
Jack Sommer as President of Aladdin Gaming Enterprises, Inc.
_________________________________
(Signature of notarial officer)
State of New York )
) ss.
County of _________ )
This instrument was acknowledged before me on February , 1998 by
Ronald Dictrow as Secretary of Aladdin Gaming Enterprises, Inc.
_________________________________
(Signature of notarial officer)