SETTLEMENT, RELEASE AND LOAN MODIFICATION AGREEMENT
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             TABLE OF CONTENTS


                                                                      PAGES
RECITALS                                                                  1

AGREEMENT                                                                 4

     1.   Recitals Incorporated into Agreement                            4

     2.   Modification of Obligations                                     4
          2.1  Cash Payment                                               4
          2.2  Grant Deed                                                 4
          2.3  Settlement Note                                            5
          2.4  Security for Settlement Note                               5
               2.4.1     Collateral Assignment of SHF Notes               5
               2.4.2     Rancho Murieta Deed of Trust and UCC-1           6
               2.4.3     Nevada Deed of Trust and UCC-1                   6

     3.   Title                                                           7

     4.   Conditions Precedent to Obligations of RTC                      7
          4.1  Review and Approval of Title                               8
          4.2  Review and Approval of Physical Condition
               and Valuation                                              8
          4.3  Review and Approval of SHF Notes and SHF Deeds
               of Trust                                                   8
          4.4  Loan Documents                                             9
          4.5  Corporate Resolutions                                      9
          4.6  Estoppel Affidavit                                         9
          4.7  Dismissal of Litigation                                    9
          4.8  Dismissal of Bankruptcy Case                               9

     5.   Pre-Closing Date and Closing Date                              10

     6.   Representations and Warranties of Dunes, Continental 
          and SHF                                                        10
          6.1  Representations and Warranties of Dunes                   10
               6.1.1     Due Incorporation and Authority                 11
               6.1.2     Authority to Execute and Perform
                         Agreement and Loan Documents                    11
               6.1.3     No Consent Required; No Conflicts               11
               6.1.4     Claims and Proceedings                          11
               6.1.5     Misstatements                                   11
               6.1.6     Financial Condition                             12
               6.1.7     No Defenses, Set-Offs or Counter-
                         claims;  No Subordination                       12



                                                                      PAGES

          6.2  Representations and Warranties Continental                12
               6.2.1     Due Incorporation and Authority                 12
               6.2.2     Authority to Execute and Perform 
                         Agreement and Grant Deed                        12
               6.2.3     Effect of Grant Deed                            12
               6.2.4     No Coercion                                     13
               6.2.5     No Consent Required;  No Conflicts              13
               6.2.6     Claims and Proceedings                          13
               6.2.7     Misstatements                                   13
          6.3  Representations and Warranties of SHF                     13
               6.3.1     Due Incorporation and Authority                 14
               6.3.2     Authority to Execute and 
                         Perform Agreement, the 
                         Collateral Assignment, the Rancho 
                         Murieta Deed of Trust and the Nevada 
                         Deed of Trust                                   14
               6.3.3     Financial Condition                             14
               6.3.4     No Consent Required; No Conflicts               14
               6.3.5     Claims and Proceedings                          14
               6.3.6     Misstatements                                   15
          6.4  Environmental Representations and Warranties
               of SHF, Dunes and Continental                             15
               6.4.1     Definitions                                     15
               6.4.2     Joint and Several Representations
                         and Warranties of Dunes and 
                         Continental Regarding San 
                         Diego Property                                  17
               6.4.3     Joint and Several Representations 
                         and Warranties of Dunes and SHF 
                         Regarding SHF and Property                      18

     7.   Covenants of Dunes and SHF                                     20
          7.1  Affirmation Covenants                                     20
               7.1.1     Conduct of Business                             20
               7.1.2     Sale of Lots                                    20
               7.1.3     Payment of Obligations                          20
               7.1.4     Execution of Further Documents                  21
               7.1.5     SEC Filings                                     21
               7.1.6     SHF Reports                                     21
          7.2  Negative Covenants                                        21
               7.2.1     No Other Liens                                  21
               7.2.2     No Sales or Transfers                           21

     8.   Mutual Limited Release of Claims                               21
          8.1  Limited Release by Dunes, Continental, MRI 
               and SHF                                                   21
          8.2  Limited Release by the RTC                                23

     9.  Acknowledgements and Waivers                                    24

     10. Default                                                         24
                                   

                                                                      PAGES

     11.  Preferential Transfer;  Fraudulent Conveyance                  25

     12.  Costs and Expenses                                             25

     13.  Independent Counsel                                            25

     14.  Notices                                                        26

     15.  Controlling Law                                                27

     16.  Attorney's Fees                                                27

     17.  Entire Agreement                                               27

     18.  Amendments                                                     27

     19.  Waiver                                                         27

     20.  Partial Invalidity                                             27

     21.  Successors and Assigns                                         27

     22   Neutral Interpretation                                         28

     23.  Forum Selection                                                28

     24.  Joint and Several Liability                                    28

     25.  Further Acts                                                   28

     26.  Survival of Agreement                                          28

     27.  Counterparts                                                   28

     Exhibit A -    San Diego Property Description
     Exhibit B -    Grant Deed
     Exhibit C -    Settlement Note
     Exhibit D -    Collateral Note
     Exhibit E -    Sold Rancho Murieta Lots
     Exhibit F -    Allonge Form for SHF Notes
     Exhibit G -    Rancho Murieta Deed of Trust
     Exhibit H -    Unsold Rancho Murieta Lots
     Exhibit I -    Nevada Deed of Trust
     Exhibit J -    Nevada Property Description
     Exhibit K -    Estoppel Affidavit

                             


           SETTLEMENT, RELEASE AND LOAN MODIFICATION AGREEMENT



     THIS SETTLEMENT, RELEASE AND LOAN MODIFICATION AGREEMENT
("Agreement") is entered into this ___ day of October, 1995, by
and among THE RESOLUTION TRUST CORPORATION, solely in its
capacity as Receiver for San Antonio Savings Association, F.A.
("RTC"), DUNES HOTELS AND CASINOS INC., a New York corporation
("Dunes"), CONTINENTAL CALIFORNIA CORPORATION, a Delaware
corporation ("Continental"), M&R INVESTMENT COMPANY, INC., a
Nevada corporation ("MRI") and SHF ACQUISITION CORPORATION, a
Nevada corporation ("SHF").  


                                RECITALS
                                    
     A.   On July 27, 1983, the Dunes Hotel and Casino of
Atlantic City Joint Venture ("Joint Venture") executed a note
("Joint Venture Note") in favor of San Antonio Savings
Association, a Texas Chartered Savings and Loan Association ("Old
SASA"), which Joint Venture Note was secured by a mortgage dated
July 27, 1984, encumbering certain New Jersey real property. 
Dunes guaranteed payment of the Joint Venture Note to Old SASA by
written Guaranty dated July 27, 1983 ("Guaranty").

     B.   The Joint Venture defaulted on the Joint Venture Note
and, on August 9, 1985, filed a petition for relief under Chapter
11 of the United States Code in the United States Bankruptcy
Court for the District of New Jersey.

     C.   On or about January 8, 1986, Old SASA sued Dunes on the
Guaranty.  Judgment was entered in favor of Old SASA against
Dunes on or about May 26, 1988 ("New Jersey Judgment").  This
judgment was domesticated in Nevada state court in 1988 ("Nevada
Judgment").

     D.   Following entry of judgment, Old SASA entered into a
Settlement Agreement with Dunes and MRI dated June 28, 1988, as
amended by the First Amendment to Settlement Agreement dated
December 5, 1989 ("Dunes Settlement Agreement"). 

     E.   Pursuant to the terms of the Dunes Settlement
Agreement, Dunes agreed to secure its settlement obligations with
a deed of trust ("Continental Deed of Trust") encumbering certain
real property owned by Continental and located in San Diego
County, California, described more particularly in EXHIBIT A,
attached hereto and incorporated herein by reference ("San Diego
Property").  The Continental Deed of Trust was executed by
Continental, as trustor, to Ticor Title Insurance Company of
California, as trustee, in favor of Old SASA, as beneficiary, and
recorded on December 14, 1989 as Instrument No. 89-676300 in the
Official Records of San Diego County, California.

     F.   On February 28, 1989, the Federal Home Loan Bank Board
("FHLBB") determined that Old SASA was insolvent and appointed
the Federal Savings and Loan Insurance Corporation ("FSLIC") as
conservator for Old SASA on March 9, 1989.  On July 12, 1989, the
FHLBB created a new federally-chartered savings and loan
association known as San Antonio Savings Association, F.A. ("New
SASA"), which was immediately placed into conservatorship with
the FSLIC as conservator.  

     G.   By virtue of a Purchase and Assumption Agreement, New
SASA acquired all of the assets but only certain liabilities of
Old SASA, including tax claims, liabilities to depositors to the
extent of their deposits and liabilities to secured creditors to
the extent of the value of their security.  New SASA was
subsequently placed into receivership by the FHLBB on March 1,
1990 and the FSLIC was appointed as receiver.

     H.   Two of the assets acquired by New SASA under the
Purchase and Assumption Agreement were the Joint Venture Note and
Dunes Settlement Agreement.

     I.   After the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 ("FIRREA") was enacted and the FSLIC was
abolished, the RTC was subsequently substituted as receiver for
New SASA and Old SASA.   

     J.   On November 28, 1994, the RTC caused a Notice of
Default and Election to Sell Under Deed of Trust to be recorded
in San Diego, California ("Notice of Default").  The Notice of
Default commenced a non-judicial foreclosure by trustee's sale of
the Continental Deed of Trust.  The Notice of Default states that
the unpaid principal balance under the Amended Settlement
Agreement is $15,110,063.71.  A Notice of Trustee's Sale dated
April 19, 1995 was recorded by the RTC, with a sale date of May
18, 1995.

     K.   On February 2, 1995, Continental filed an action as
plaintiff in the United States District Court for the Southern
District of California against the RTC seeking, INTER ALIA, to
quiet title, for damages and injunctive relief to stop the RTC's
nonjudicial foreclosure of the San Diego Property (the
"California Action").

     L.   On April 3, 1995, the court denied Continental's motion
for a preliminary injunction to stop the RTC's nonjudicial
foreclosure of the San Diego Property on solely jurisdictional
grounds, citing 12 U.S.C. Section 1821(j), which prohibits injunctions
against the RTC when acting in its capacity as receiver.

     M.   On April 24, 1995, Continental filed a Notice of Appeal
of the order denying its motion for a preliminary injunction.

     N.   On May 18, 1995, Continental filed a chapter 11
proceeding in the United States District Court.  This chapter 11
proceeding, captioned IN RE CONTINENTAL CALIFORNIA CORPORATION,
was subsequently transferred to the United States District Court
for the Southern District of California as Case No. 95-07973-
LA11.

     O.   On June 9, 1995, Continental filed an adversary
proceeding entitled CONTINENTAL CALIFORNIA CORPORATION V.
RESOLUTION TRUST CORPORATION, United States Bankruptcy Court,
Southern District of California, Adversary Proceeding No. 95-
90469-LA11.

     P.   On August 28, 1995, the court denied the RTC's motion
to dismiss the California Action.  Trial is scheduled for March,
1996. 

     Q.   On or about September 20, 1995, the court vacated the
Nevada Judgment on the ground that it had expired under Nevada
law.

     R.   All of the proceedings described in Recital C and
Recitals K through Q above, are hereinafter referred to as the
"Litigation."

     S.   The RTC contends that pursuant to the terms of the
Dunes Settlement Agreement, as of October 10, 1995, the sum of
Twenty-One Million One Hundred Seven Thousand Seven Hundred
Ninety-Five Dollars and Ninety-Four Cents ($21,107,795.94) was
owed to the RTC and that such sum, plus interest accruing thereon
from that date at the rate of Eleven Percent (11%) per annum, is
immediately fully due and payable.  Dunes disputes this amount.

     T.   SHF is a wholly owned subsidiary of MRI.  MRI is a
wholly owned subsidiary of M&R Corporation, a Delaware
corporation, which, in turn, is a wholly owned subsidiary of
Dunes.  SHF is the owner of the Nevada Property (as defined in
PARAGRAPH 2.4.3), the Sold Rancho Murieta Property and the Unsold
Rancho Murieta Property (as defined in PARAGRAPHS 2.4.1 AND
2.4.2), the SHF Notes and the SHF Deeds of Trust (as defined in
PARAGRAPH 2.4.1).  

     U.   The RTC, SHF, MRI, Continental and Dunes now desire to
enter into this Agreement to modify the obligations of Dunes
under the Dunes Settlement Agreement ("Obligations"), restructure
the Obligations, and refinance and extend further credit to Dunes
in accordance with the terms and conditions set forth in this
Agreement, which terms and conditions are intended to entirely
supersede and replace the terms of the Dunes Settlement
Agreement.  This Agreement will be of significant benefit to
Dunes and, thereby, to SHF and Continental by resolving the
Litigation and Continental's bankruptcy proceedings, some or all
of which are currently being funded by SHF.  SHF has directed the
RTC to confer the benefits set forth in this Agreement on Dunes
and Continental within the meaning of California Civil Code
Section 1605.  This Agreement will also be of significant benefit to
the RTC by resolving the Litigation and restructuring the
Obligations.

     V.   The RTC, SHF, MRI, Continental and Dunes further desire
to enter into this Agreement to fully and finally settle the
Litigation, the Nevada Judgment and the New Jersey Judgment.  The
parties hereto expressly acknowledge that this Agreement is the
result of a compromise of disputed claims between and among the
parties, and nothing herein contained shall constitute an
admission of fault or liability.  This compromise of disputed
claims is within the meaning of California Evidence Code Section 1152,
and neither this Agreement nor any of its terms shall be
admissible for or against any party in any other action or
proceeding for any purpose.  This Recital V and Recital U are
recitals of consideration within the meaning of California Civil
Code Section 1614.



                           AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants set
forth in this Agreement and other good and valuable
consideration, the RTC, Dunes, Continental, MRI and SHF agree as
follows:

1.   RECITALS INCORPORATED INTO AGREEMENT.  The parties
incorporate into this Agreement the recitals set forth above as
part of the terms of this Agreement.  The recitals are "recitals"
within the meaning of California Evidence Code Section 622.

2.   MODIFICATION OF OBLIGATIONS.  Subject to the satisfaction of
the conditions precedent set forth in PARAGRAPH 4, the Dunes
Settlement Agreement shall be completely superseded and replaced
by this Agreement and, in particular, the credit originally
extended to Dunes under the Dunes Settlement Agreement shall be
restructured to allow Dunes to fully pay the Obligations to the
RTC as follows:

     2.1  CASH PAYMENT.  Upon execution of this Agreement by all
of the parties, Dunes shall cause to be delivered to Chicago
Title Company, 925 B Street, San Diego, California 92101 ("Escrow
Holder") the amount of Two Hundred Ninety Thousand Dollars
($290,000.00), together with a fully executed copy of this
Agreement.  The amount of the Cash Payment shall be subject to
adjustment pursuant to PARAGRAPH 2.4.2.  

     Escrow Holder is hereby instructed to deposit the Cash
Payment into an interest-bearing account and to credit all
earnings on the Cash Payment against Dunes' closing costs
described in PARAGRAPH 12.

     2.2  GRANT DEED.  On the Pre-Closing Date (as defined in
PARAGRAPH 5), Continental shall deliver to Escrow Holder a grant
deed in lieu of foreclosure ("Grant Deed") which, when executed
and recorded, will transfer to the RTC fee title to that certain
real property located in San Diego County, described more
particularly in EXHIBIT A, attached hereto and incorporated
herein by reference ("San Diego Property").  The San Diego
Property currently provides partial security for Dunes'
Obligations under the Dunes Settlement Agreement pursuant to the
Continental Deed of Trust.  The Grant Deed shall be substantially
in the form and content of EXHIBIT B, attached hereto and
incorporated herein by reference, shall be executed by
Continental eleven (11) days following entry of the Bankruptcy
Court dismissal described in PARAGRAPH 4.8, and shall be recorded
on the Closing Date.  

     2.3  SETTLEMENT NOTE.  On the Closing Date and subject to
the satisfaction of the conditions precedent set forth in
PARAGRAPH 4, the remaining balance owed to the RTC by Dunes
pursuant to the Dunes Settlement Agreement (after giving Dunes a
credit in the amount of One Million Five Hundred Thousand Dollars
($1,500,000.00) in consideration of the transfer of the San Diego
Property and after receipt of the Cash Payment in the amount of
$290,000) shall be reduced to a total sum of Two Million Seven
Hundred Ten Thousand Dollars ($2,710,000.00).  

     Subject to the satisfaction of the conditions precedent set
forth in PARAGRAPH 4, the RTC agrees to refinance the Obligations
(reduced as set forth above), and continue to extend credit to
Dunes for a period of five (5) years.  The restructured
Obligations shall be evidenced by and on the terms and conditions
set forth in a negotiable promissory note substantially in the
form and content of EXHIBIT C, attached hereto and incorporated
herein by reference ("Settlement Note").  The principal amount of
the Settlement Note shall be subject to adjustment on the Pre-
Closing Date pursuant to PARAGRAPH 2.4.2.

     On the Pre-Closing Date, Dunes shall deliver to Escrow
Holder the original executed Settlement Note for delivery to the
RTC on the Closing Date.  Escrow Holder is hereby instructed to
date the Settlement Note as of the Closing Date.

     2.4  SECURITY FOR SETTLEMENT NOTE.  The Settlement Note
shall be secured by the following collateral:

          2.4.1     COLLATERAL ASSIGNMENT OF SHF NOTES.  On the
Closing Date, and subject to the satisfaction of the conditions
precedent set forth in PARAGRAPH 4, the Escrow Holder shall
record a collateral assignment, pledge and security agreement
("Collateral Assignment") substantially in the form and content
of EXHIBIT D, attached hereto and incorporated by reference,
pursuant to which SHF shall collaterally assign to the RTC all
purchase money promissory notes ("SHF Notes") identified in
SCHEDULE 2 to EXHIBIT D, which SHF Notes are outstanding as of
the Closing Date in the aggregate original principal amount of
Seven Hundred Twenty-Five Thousand Five Hundred and Twenty
Dollars ($725,520.00), together with the first priority deeds of
trust ("SHF Deeds of Trust") securing the SHF Notes, identified
in SCHEDULE 1 to EXHIBIT D.  The SHF Deeds of Trust encumber
seven (7) lots in the real property located in the subdivision of
Rancho Murieta, County of Sacramento, California, described more
particularly in EXHIBIT E, attached hereto and incorporated
herein by reference ("Sold Rancho Murieta Property").

     On the Pre-Closing Date, SHF shall deliver to the Escrow
Holder the executed Collateral Assignment, the original recorded
SHF Deeds of Trust, and the SHF Notes, endorsed with a legend
substantially in the form and content of EXHIBIT F, attached
hereto and incorporated herein by reference.  Escrow Holder is
hereby instructed to date the Collateral Assignment as of the
Closing Date.

          2.4.2     RANCHO MURIETA DEED OF TRUST AND UCC-1.  On
the Closing Date, and subject to the satisfaction of the
conditions precedent set forth in PARAGRAPH 4, the Escrow Holder
shall record a deed of trust substantially in the form and
content of EXHIBIT G, attached hereto and incorporated by
reference, pursuant to which SHF shall grant to the RTC a deed of
trust ("Rancho Murieta Deed of Trust") encumbering seventy-four
(74) lots in the real property located in the subdivision of
Rancho Murieta, County of Sacramento, California, described more
particularly in EXHIBIT H, attached hereto and incorporated
herein by reference ("Unsold Rancho Murieta Property").

     In addition, on the Closing Date, the Escrow Holder shall
file with the California Secretary of State a UCC-1 financing
statement ("California UCC-1") perfecting the security interest
in certain contracts and permits related to the Unsold Rancho
Murieta Property granted by SHF to the RTC in the Rancho Murieta
Deed of Trust.

     In the event any of the Unsold Rancho Murieta Property is
sold prior to the Pre-Closing Date on an all cash basis, SHF
agrees to deposit an additional Forty Thousand Dollars ($40,000)
per lot sold into Escrow on the Pre-Closing Date to be added to
the Cash Payment, and the parties agree that the principal amount
of the Settlement Note shall consequently be reduced in the same
amount.

     On the Pre-Closing Date, SHF shall execute and deliver to
the Escrow Holder the Rancho Murieta Deed of Trust and the
California UCC-1, and the Escrow Holder is hereby instructed to
date the Rancho Murieta Deed of Trust and the California UCC-1 as
of the Closing Date.

          2.4.3     NEVADA DEED OF TRUST AND UCC-1.     On the
Closing Date, and subject to the satisfaction of the conditions
precedent set forth in PARAGRAPH 4, the Escrow Holder shall
record a deed of trust substantially in the form and content of
EXHIBIT I, attached hereto and incorporated by reference,
pursuant to which SHF shall grant to the RTC a first priority
deed of trust ("Nevada Deed of Trust") encumbering fifty-three
(53) lots in the real property located in the County of Clark,
Nevada, described more particularly in EXHIBIT J, attached hereto
and incorporated herein by reference ("Nevada Property").

     In addition, on the Closing Date, the Escrow Holder shall
file with the Nevada Secretary of State a UCC-1 financing
statement ("Nevada UCC-1") perfecting the security interest in
certain contracts and permits related to the Nevada Property
granted by SHF to the RTC in the Nevada Deed of Trust.

     On the Pre-Closing Date, SHF shall execute and deliver to
the Escrow Holder the Nevada Deed of Trust and the Nevada UCC-1,
and the Escrow Holder is hereby instructed to date the Nevada
Deed of Trust and the Nevada UCC-1 as of the Closing Date.

     The Settlement Note, Collateral Assignment, Rancho Murieta
Deed of Trust, California UCC-1, Nevada Deed of Trust and Nevada
UCC-1 are sometimes collectively referred to herein as "Loan
Documents."

3.   TITLE.  On the Closing Date, the San Diego Property shall be
transferred to the RTC free and clear of all liens other than the
Approved Exceptions (as defined in PARAGRAPH 4.1) pursuant to
PARAGRAPH 2.2.  On the Closing Date, Dunes shall cause the Escrow
Holder to issue the following title insurance policies:  

     (a)  an ALTA form extended coverage owner's policy of title
insurance in the amount of $1,500,000.00 insuring the RTC's fee
title to the San Diego Property, subject only to the Approved
Exceptions, with such endorsements requested by the RTC and
otherwise in form satisfactory to the RTC;

     (b)  an ALTA form extended coverage lender's policy of title
insurance in the amount of the Settlement Note insuring the
second priority of the lien of the Rancho Murieta Deed of Trust,
subject only to the Approved Exceptions, with such endorsements
requested by the RTC and otherwise in form satisfactory to the
RTC;

     (c)  an ALTA form extended coverage lender's policy of title
insurance in the amount of the Settlement Note insuring the
priority of the lien of the Nevada Deed of Trust, subject only to
the Approved Exceptions, with such endorsements requested by the
RTC and otherwise in form satisfactory to the RTC; and

     (d)  a CLTA form 104.11 endorsement (or substantially
similar endorsement) to each of the CLTA Standard Coverage
Policies 1990 issued by Old Republic National Title Insurance
Company and Title Insurance Company of Minnesota insuring the
priority of the lien of the SHF Deeds of Trust and the assignment
of SHF's beneficial interest in the SHF Deeds of Trust to the
RTC, subject only to the Approved Exceptions.

4.   CONDITIONS PRECEDENT TO OBLIGATIONS OF RTC.  The RTC's
agreement to modify the Dunes Settlement Agreement as set forth
in this Agreement and to provide the release described in
PARAGRAPH 8.2 are subject to the satisfaction of each of the
following conditions precedent:

     4.1  REVIEW AND APPROVAL OF TITLE.  The RTC has ordered
and/or received, at the sole cost and expense of Dunes, current
preliminary title reports from Chicago Title Company for the San
Diego Property, the Nevada Property, the Sold Rancho Murieta, and
the Unsold Rancho Murieta Property ("Title Reports").  The RTC
shall have seven (7) days following the date this Agreement is
executed by all parties ("Approval Date") to review and approve
the Title Reports.  The RTC shall notify Dunes, SHF and the
Escrow Holder as of the Approval Date what exceptions to title,
if any, will be accepted by the RTC ("Approved Exceptions"). If
the RTC objects to any exceptions to title, the RTC shall so
notify Dunes, SHF and the Escrow Holder and Dunes and/or SHF
shall have three (3) days after receipt of the RTC's objections
to notify the RTC: (i) that Dunes and/or SHF will remove any
objectionable exceptions from title and provide the RTC with
evidence reasonably satisfactory to the RTC of such removal, or
provide the RTC with evidence reasonably satisfactory to the RTC
that said exceptions will be removed on or before the Closing
Date; or (ii) that Dunes and SHF elect not to cause such
exceptions to be removed.  If Dunes and SHF give the RTC notice
under clause (ii), the RTC shall have three (3) days in which to
notify Dunes and SHF that either the RTC will nevertheless
proceed with this transaction, or that the RTC will terminate
this Agreement.

     4.2  REVIEW AND APPROVAL OF PHYSICAL CONDITION AND
VALUATION.  The RTC shall, within ten (10) days after the
execution of this Agreement, approve the physical condition and
valuation of the San Diego Property, the Nevada Property, the
Sold Rancho Murieta Property and the Unsold Rancho Murieta
Property, following such reviews and investigations as the RTC
determines, in its sole discretion, are appropriate and
necessary.  Dunes, Continental and SHF each agrees to cooperate
with the RTC, its agents and representatives, in connection with
such due diligence review, and give the RTC and its agents and
representatives all documents or files reasonably requested in
connection therewith.

     4.3  REVIEW AND APPROVAL OF SHF NOTES AND SHF DEEDS OF
TRUST.  The RTC shall, within ten (10) days after the execution
of this Agreement, approve the form and content of the original
SHF Notes and the SHF Deeds of Trust, as well as the valuation
and likelihood of collecting the SHF Notes, following a review of
the original SHF Notes and SHF Deeds of Trust and such other
reviews of the records and information relating thereto as the
RTC determines, in its sole discretion, are appropriate and
necessary.  Dunes and SHF each agrees to cooperate with the RTC,
its agents and representatives, in connection with such due
diligence review, and give the RTC and its agents and
representatives all documents or files reasonably requested in
connection therewith.

     4.4  LOAN DOCUMENTS.  The Escrow Holder shall have received
all of the documents described in PARAGRAPHS 2.2, 2.3, AND 2.4 on
the Pre-Closing Date.

     4.5  CORPORATE RESOLUTIONS.  Dunes, SHF, MRI and Continental
shall each deliver to the RTC on the Pre-Closing Date, certified
copies of their respective corporate resolutions authorizing the
transactions contemplated herein and evidencing the authority of
James H. Dale to execute this Agreement, the Grant Deed, the
Settlement Note, the SHF Collateral Assignment, the Nevada Deed
of Trust, the Rancho Murieta Deed of Trust, the Nevada UCC-1, the
California UCC-1, the Estoppel Affidavit and all documents
relating thereto.

     4.6  ESTOPPEL AFFIDAVIT.  Continental shall deliver to the
Escrow Holder on the Pre-Closing Date an estoppel affidavit
("Estoppel Affidavit") substantially in the form and content of
EXHIBIT K, attached hereto and incorporated herein by reference,
which shall be executed by Continental eleven (11) days following
entry of the Bankruptcy Court dismissal described in PARAGRAPH
4.8.

     4.7  DISMISSAL OF LITIGATION.  Dunes shall deliver to the
Escrow Holder on the Pre-Closing Date original dismissals with
prejudice, in form acceptable to the RTC, dismissing the
following litigation:

          a.   DUNES HOTELS AND CASINOS INC., ET AL. V.
RESOLUTION TRUST CORPORATION, ET AL., United States District
Court, Southern District of California, Case No. 95-139-R(RBB);   

          b.   CONTINENTAL CALIFORNIA CORPORATION V. RESOLUTION
TRUST CORPORATION, United States Bankruptcy Court, Southern
District of California, Adversary Proceeding No. 95-90469-LA11;  
     
          c.   SAN ANTONIO SAVINGS ASSOCIATION V. BONA, United
States District Court, District of Nevada, Case No. CV-S-95-518-
LRL; and  

          d.   DUNES HOTELS AND CASINOS INC., ET AL., APPELLANT,
V. RESOLUTION TRUST CORPORATION, APPELLEE, Ninth Circuit Court of
Appeals, Case No. 95-55591.

     4.8  DISMISSAL OF BANKRUPTCY CASE.  Continental has applied
to the United States Bankruptcy Court for the Southern District
of California, for a dismissal with prejudice of Continental's
bankruptcy proceeding under Chapter 11 of Title 11 U.S.C. section
101 et seq., filed as Case No. 95-07973-LA11.  Continental shall
deliver a certified copy of the Bankruptcy Court's final and non-
appealable entered order to Escrow Holder eleven (11) days
following the entry of such order.

     If any of the conditions precedent described above are not
timely satisfied or waived, for a reason other than the default
of the party required to satisfy such condition precedent, then
this Agreement shall be terminated and be of no further force or
effect and the parties shall be restored to their original
positions, including, without limitation, (a) the RTC shall
remain free to exercise all available remedies to collect the
remaining balance owed by Dunes under the Dunes Settlement
Agreement (without reduction as set forth in PARAGRAPH 2.3), (b)
all defenses that were available to Dunes prior to the execution
of this Agreement, including without limitation, the challenge of
the amount of the remaining balance owed to the RTC under the
Dunes Settlement Agreement, shall be preserved, (c) all defenses
that were available to the RTC prior to the execution of this
Agreement shall be preserved, (d) the Dunes Settlement Agreement
shall not be modified, and (e) no party shall have any further
rights or obligations hereunder.  The RTC shall endorse the SHF
Notes back to SHF and the Escrow Holder is instructed to return
all documents and funds which have been deposited in Escrow to
the depositing party.  In the event of such termination, each
party shall bear its own costs and attorneys' fees incurred
hereunder.

5.   PRE-CLOSING DATE AND CLOSING DATE.  The pre-closing
hereunder shall take place on November 8, 1995 ("Pre-Closing
Date") at the offices of Escrow Holder, or at such other time or
place as the parties may mutually agree.  The closing hereunder
shall take place two (2) business days after the Bankruptcy Court
order described in PARAGRAPH 4.8 is deposited by Continental in
Escrow and Continental executes the Grant Deed and Estoppel
Affidavit in accordance with PARAGRAPHS 2.2 AND 4.6, but in no
event later than November 30, 1995 ("Closing Date").  On the
Closing Date, Escrow Holder shall (i) record the Grant Deed with
the County Recorder of San Diego County, California; (ii) record
the Collateral Assignment and the Rancho Murieta Deed of Trust
with the County Recorder of Sacramento County, California; (iii)
record the Nevada Deed of Trust with the County Recorder of Clark
County, Nevada; (iv) file the California UCC-1 with the
California Secretary of State; (v) file the Nevada UCC-1 with the
Nevada Secretary of State; (vi) deliver the Settlement Note, Cash
Payment, SHF Deeds of Trust and SHF Notes, endorsed in accordance
with PARAGRAPH 2.4.1, to the RTC; (vii) cause to be issued to the
RTC the policies of title insurance and endorsements referred to
in PARAGRAPH 3; (viii) deliver the originally executed dismissals
described in PARAGRAPH 4.7 to the RTC; and (ix) deliver to each
of the RTC, Dunes, Continental, MRI and SHF a fully executed
counterpart of this Agreement.

6.   REPRESENTATIONS AND WARRANTIES OF DUNES, CONTINENTAL AND
     SHF.

     6.1  REPRESENTATIONS AND WARRANTIES OF DUNES.  Dunes
represents and warrants to the RTC, which representations and
warranties shall be true and correct as of the execution of this
Agreement and as of the Closing Date as if made on the Closing
Date, that:

          6.1.1     DUE INCORPORATION AND AUTHORITY.  Dunes is a
corporation duly organized, validly existing and in good standing 
under the laws of the State of New York.  Further, Dunes is duly 
authorized to conduct business in and is in good standing under the 
laws of the State of Nevada.  Dunes has all requisite corporate power 
and authority to enter into this Agreement, the Settlement Note and
any other related documents and to consummate the transactions
contemplated hereunder and thereunder.

          6.1.2     AUTHORITY TO EXECUTE AND PERFORM AGREEMENT
AND LOAN DOCUMENTS.  Dunes has the full legal right and power and
all authority and approvals required to execute and deliver this
Agreement, the Settlement Note and any related documents and to
perform its obligations under such documents.  This Agreement,
the Settlement Note and any related documents have been duly
executed and delivered by Dunes and are valid and binding
obligations of Dunes, enforceable in accordance with their
respective terms.  

          6.1.3     NO CONSENT REQUIRED; NO CONFLICTS.  The
execution, delivery and performance of this Agreement, the
Settlement Note and any related documents by Dunes will not (i)
require the consent of any other person or (ii) conflict with or
result in any breach or violation of any of the terms and
conditions of, or constitute (or with notice or lapse of time or
both constitute) a default under, its Articles of Incorporation
or Bylaws, any law or order of any governmental body applicable
to Dunes, or any contract, agreement, note, bond, loan,
instrument, lease, mortgage, deed of trust, or other binding
arrangement to which Dunes is a party or by which Dunes or any of
its properties is bound or subject.

          6.1.4     CLAIMS AND PROCEEDINGS.  There are no
actions, suits, claims or legal, administrative or arbitral
proceedings or investigations (collectively, "Claims") (whether
or not the defense thereof or liabilities in respect thereof are
covered by insurance) pending, or to the knowledge of Dunes,
threatened, against or involving Dunes, the San Diego Property,
the Sold and Unsold Rancho Murieta Property, the Nevada Property
or any of its other properties which, individually or in the
aggregate, could restrain or prohibit, or give rise to damages in
respect of this Agreement, the Settlement Note or any related
documents, or the consummation of the transactions contemplated
thereunder.  To Dunes' knowledge, there is no fact, event or
circumstance that may give rise to any Claim that would have such
an effect if currently pending or threatened.

          6.1.5     MISSTATEMENTS.  No representation or warranty
made by the Dunes in this Agreement, the Settlement Note or any
document or statement furnished or to be furnished to the RTC
pursuant hereto in connection with the transaction contemplated
hereby, contains, or will contain, any statement of material fact
known by Dunes to be untrue or with knowledge of Dunes omits or
will omit to relate a material fact necessary to make the
statements contained herein not misleading.

          6.1.6      FINANCIAL CONDITION.   As of the date of
this Agreement, Dunes has no information or reason to believe
that Dunes will be unable to perform all of its monetary
obligations as provided in this Agreement, the Settlement Note 
and any related documents.  All financial and other information
submitted by Dunes to the RTC is true and correct in all material
respects and is complete insofar as may be necessary to give the
RTC true and accurate knowledge of the subject matter thereof.  

          6.1.7      NO DEFENSES, SET-OFFS OR COUNTERCLAIMS; NO
SUBORDINATION.  As a material inducement to the RTC to enter into
this Agreement with Dunes, Dunes represents and warrants to the
RTC that Dunes has no defenses, set-offs, or counterclaims of any
kind or nature whatsoever against the RTC with respect to this
Agreement, the Settlement Note or obligations thereunder.  The
obligations of Dunes under this Agreement or the Settlement Note
are not contractually subordinated in right of payment to any
other obligation of Dunes.

     6.2  REPRESENTATIONS AND WARRANTIES OF CONTINENTAL. 
Continental represents and warrants to the RTC, which
representations and warranties shall be true and correct as of
the execution of this Agreement, except as noted, and as of the
Closing Date as if made on the Closing Date, that:

          6.2.1     DUE INCORPORATION AND AUTHORITY.  Continental
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.  Further,
Continental is duly authorized to conduct business in and is in
good standing under the laws of the State of Nevada and
California.  Continental has all requisite corporate power to
enter into this Agreement, the Grant Deed, the Estoppel Affidavit
and any other related documents and to consummate the
transactions contemplated hereunder and thereunder.

          6.2.2     AUTHORITY TO EXECUTE AND PERFORM AGREEMENT
AND GRANT DEED.  Except to the extent Bankruptcy Court approval
is required, Continental has all authority and approvals required
to execute and deliver this Agreement.  Upon entry of the
Bankruptcy Court order described in PARAGRAPH 4.8, Continental
will have the authority and approvals required to execute and
deliver the Grant Deed and any related documents and to perform
its obligations under such documents.  This Agreement has been
duly executed and delivered by Continental and is a valid and
binding obligation of Continental, enforceable in accordance with
its terms.  Following the entry of the above-described Bankruptcy
Court order, the Grant Deed, the Estoppel Affidavit and any
related documents will have been duly executed and delivered by
Continental and will be valid and binding obligations of
Continental, enforceable in accordance with their respective
terms.  

          6.2.3     EFFECT OF GRANT DEED.  Continental intends
the Grant Deed to be an absolute conveyance of fee title to the
San Diego Property to the RTC, effective as of the date of its
recordation, and does not intend the Grant Deed as a mortgage,
trust conveyance or security of any kind.  Continental
acknowledges and agrees that the execution and delivery of the
Grant Deed to the RTC will not result in a merger of the RTC's
interest in the Continental Deed of Trust.

          6.2.4     NO COERCION.  Continental acted freely and
voluntarily in executing and delivering the Grant Deed, and was
not acting under coercion, duress, or any misapprehension as to
the effect of the Grant Deed.

          6.2.5     NO CONSENT REQUIRED; NO CONFLICTS.  The
execution, delivery and performance of this Agreement, and, upon
entry of the Bankruptcy Court order described in PARAGRAPH 4.8,
the execution, delivery and performance of the Grant Deed, the
Estoppel Affidavit and any related documents by Continental will
not (i) require the consent of any other person  or (ii) conflict
with or result in any breach or violation of any of the terms and
conditions of, or constitute (or with notice or lapse of time or
both constitute) a default under, its Articles of Incorporation
or Bylaws, any law or order of any governmental body applicable
to Continental, or any contract, agreement, note, bond, loan,
instrument, lease, mortgage, deed of trust, or other binding
arrangement to which Continental is a party or by which
Continental or any of its properties is bound or subject.

          6.2.6     CLAIMS AND PROCEEDINGS.  There are no
actions, suits, claims or legal, administrative or arbitral
proceedings or investigations (collectively, "Claims") (whether
or not the defense thereof or liabilities in respect thereof are
covered by insurance) pending, or to the knowledge of
Continental, threatened, against or involving Continental, the
San Diego Property or any of its other properties which,
individually or in the aggregate, could restrain or prohibit, or
give rise to damages in respect of this Agreement, the Grant Deed
or any related documents, or the consummation of the transactions
contemplated thereunder.  To Continental's knowledge, there is no
fact, event or circumstance that may give rise to any Claim that
would have such an effect if currently pending or threatened.

          6.2.7     MISSTATEMENTS.  No representation or warranty
made by Continental in this Agreement, the Estoppel Affidavit,
the Grant Deed or any document or statement furnished or to be
furnished to the RTC pursuant hereto in connection with the
transaction contemplated hereby, contains, or will contain, any
statement of material fact known by Continental to be untrue or
with knowledge of Continental omits or will omit to relate a
material fact necessary to make the statements contained herein
not misleading.

     6.3  REPRESENTATIONS AND WARRANTIES OF SHF.  SHF represents
and warrants to the RTC, which representations and warranties
shall be true and correct as of the execution of this Agreement
and as of the Closing Date as if made on the Closing Date, that:

          6.3.1     DUE INCORPORATION AND AUTHORITY.  SHF is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada.  Further, SHF is duly
authorized to conduct business in and is in good standing under
the laws of the State of California.  SHF has all requisite
corporate power and authority to enter into this Agreement, the
Collateral Assignment, the Rancho Murieta Deed of Trust, the
Nevada Deed of Trust and any other related documents and to
consummate the transactions contemplated hereunder and
thereunder.

          6.3.2     AUTHORITY TO EXECUTE AND PERFORM AGREEMENT,
THE COLLATERAL ASSIGNMENT, THE RANCHO MURIETA DEED OF TRUST AND
THE NEVADA DEED OF TRUST.  SHF has the full legal right and power
and all authority and approvals required to execute and deliver
this Agreement, the Collateral Assignment, the Rancho Murieta
Deed of Trust, the Nevada Deed of Trust and any related documents
and to perform its obligations under such documents.  This
Agreement, the Collateral Assignment, the Rancho Murieta Deed of
Trust, the Nevada Deed of Trust and any related documents have
been duly executed and delivered by SHF and are valid and binding
obligations of SHF, enforceable in accordance with their
respective terms.  

          6.3.3     FINANCIAL CONDITION.  SHF has not incurred
debts beyond its ability to pay them as they come due, and SHF
will not be rendered insolvent as a result of the transactions
contemplated by this Agreement, the Collateral Assignment, the
Rancho Murieta Deed of Trust and the Nevada Deed of Trust.  The
assets of SHF remaining after the Closing Date will not be
unreasonably small in relation to the business or transactions in
which SHF is engaged or was about to engage as of the Closing
Date.  

          6.3.4     NO CONSENT REQUIRED; NO CONFLICTS.  The
execution, delivery and performance of this Agreement, the
Collateral Assignment, the Rancho Murieta Deed of Trust, the
Nevada Deed of Trust and any related documents by SHF will not
(i) require the consent of any other person or (ii) conflict with
or result in any breach or violation of any of the terms and
conditions of, or constitute (or with notice or lapse of time or
both constitute) a default under, its Articles of Incorporation
or Bylaws, any law or order of any governmental body applicable
to SHF, or any contract, agreement, note, bond, loan, instrument,
lease, mortgage, deed of trust, or other binding arrangement to
which SHF is a party or by which SHF or any of its properties is
bound or subject.

          6.3.5     CLAIMS AND PROCEEDINGS.  There are no
actions, suits, claims or legal, administrative or arbitral
proceedings or investigations (collectively, "Claims") (whether
or not the defense thereof or liabilities in respect thereof are
covered by insurance) pending, or to the knowledge of SHF,
threatened, against or involving SHF, the SHF Notes, the SHF
Deeds of Trust, the Unsold Rancho Murieta Property, the Sold
Rancho Murieta Property, the Nevada Property or any of its other
properties which, individually or in the aggregate, could
restrain or prohibit, or give rise to damages in respect of this
Agreement, the Collateral Assignment, the Rancho Murieta Deed of
Trust, the Nevada Deed of Trust or any related documents, or the
consummation of the transactions contemplated thereunder.  To
SHF's knowledge, there is no fact, event or circumstance that may
give rise to any Claim that would have such an effect if
currently pending or threatened.

          6.3.6     MISSTATEMENTS.  No representation or warranty
made by SHF in this Agreement, the Collateral Assignment, the
Rancho Murieta Deed of Trust, the Nevada Deed of Trust or any
document or statement furnished or to be furnished to the RTC
pursuant hereto in connection with the transaction contemplated
hereby, contains, or will contain, any statement of material fact
known by SHF to be untrue or with knowledge of SHF omits or will
omit to relate a material fact necessary to make the statements
contained herein not misleading.

     6.4  ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES OF SHF,
          DUNES AND CONTINENTAL.  

          6.4.1     DEFINITIONS.   As used in this PARAGRAPH 6.4,
the following terms shall have the following meanings:

          "HAZARDOUS SUBSTANCE" means:

     (a)  any oil, flammable substance, explosive, radioactive
material, hazardous waste or substance, toxic waste or substance,
or any other waste, material, or pollutant that:  

          (i)  poses a hazard to the Property or to persons on
the Property or 

          (ii)  causes the Property to be in violation of any
Hazardous Substance Law;

     (b)  asbestos in any form;

     (c)  urea formaldehyde foam insulation;

     (d)  transformers or other equipment that contain dielectric
fluid containing levels of polychlorinated biphenyls;

     (e)  radon gas;

     (f)  any chemical, material, or substance defined as or
included in the definition of "hazardous substance," "hazardous
substances," "hazardous wastes," "hazardous materials,"
"extremely hazardous waste," "restricted hazardous waste," or
"toxic substances" or words of similar import under any
applicable local, state, or federal law or under the regulations
adopted or publications promulgated pursuant to those laws,
including, but not limited to, any Hazardous Substance Law, Code
of Civil Procedure Section 564, as amended from time to time, Code of
Civil Procedure Section 726.5, as amended from time to time, Code of
Civil Procedure Section 736, as amended from time to time, and Civil
Code Section 2929.5, as amended from time to time;

     (g)  any other chemical, material, or substance, exposure to
which is prohibited, limited, or regulated by any governmental
authority or which may pose a hazard to the health and safety of
the occupants of the Property or the owners or occupants of
property adjacent to or surrounding the Property, or any other
person coming on the Property or any adjacent premises; and

     (h)  any other chemical, material, or substance that may
pose a hazard to the environment.

          "HAZARDOUS SUBSTANCE LAW" means any federal, state, or
local law, ordinance, regulation, or policy relating to the
environment, health, and safety, any Hazardous Substance
(including, without limitation, the use, handling,
transportation, production, disposal, discharge, or storage of
the substance), industrial hygiene, soil, groundwater, and indoor
and ambient air conditions or the environmental conditions on the
Property, including, without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980
[42 U.S.C.S. Sections 9601 et seq.], as amended from time to time; the
Hazardous Substances Transportation Act [49 U.S.C.S. Sections 1801 et
seq.], as amended from time to time; the Resource Conservation
and Recovery Act [42 U.S.C.S. Sections 6901 et seq.], amended from time
to time; the Federal Water Pollution Control Act [33 U.S.C.S. Sections
1251 et seq.], as amended from time to time; the Hazardous
Substance Account Act [Health and Safety Code Sections 25300 et seq.]
as amended from time to time; the Hazardous Waste Control Law
[Health and Safety Code Sections 25100 et seq.], as amended from time
to time; the Medical Waste Management Act [Health and Safety Code
Sections25015 et seq.], as amended from time to time; and the Porter-
Cologne Water Quality Control Act [Water Code Sections 13000 et seq.],
as amended from time to time.

     "PROPERTY" means, collectively, the San Diego Property and
the SHF Property.
          
     "RELEASE" means any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching,
dumping, or disposing into the environment, including continuing
migration, of Hazardous Substances that goes into the soil,
surface water, or groundwater of any of the Property, whether or
not caused by, contributed to, permitted by, acquiesced to, or
known to Dunes, SHF or Continental.

     "SHF PROPERTY" means, collectively, the Nevada Property, the
Sold Rancho Murieta Property and the Unsold Rancho Murieta
Property.

     "USER" means any person, other than Dunes, Continental or
SHF, who occupies, uses, or comes onto or has occupied, used or
come onto the Property, any part of it, and any agent or
contractor of that person.

          6.4.2     JOINT AND SEVERAL REPRESENTATIONS AND
WARRANTIES OF DUNES AND CONTINENTAL REGARDING SAN DIEGO PROPERTY. 
Except as disclosed in writing to and acknowledged in writing by
the RTC, and recognizing that Dunes and Continental have not
recently investigated the San Diego Property, Dunes and
Continental jointly and severally represent and warrant that:

                    (a)  USE OF PROPERTY DURING OWNERSHIP. 
During the period of Continental's ownership of the Property (i)
there has been no use, generation, manufacture, storage,
treatment, disposal, discharge, Release or threatened Release of
any Hazardous Substance on or around any of the San Diego
Property by or at the direction of Dunes or Continental, or, to
the best knowledge of Dunes and Continental, by any other person
in violation of any Hazardous Substance Law; and (ii) there have
been no Hazardous Substances transported over or through any of
the San Diego Property by or at the direction of Dunes or
Continental, or, to the best knowledge of Dunes and Continental,
by any other person in violation of any Hazardous Substance Law;

                    (b)  USE OF PROPERTY BY PRIOR OWNERS.  To the
best knowledge of Dunes and Continental, there has not been (i)
any use, generation, manufacture, storage, treatment, disposal,
Release or threatened Release of any Hazardous Substance by any
prior owners or prior occupants of the San Diego Property or by
any third parties onto the San Diego Property, or (ii) any actual
or threatened litigation or claims of any kind by any person
relating to these matters;

                    (c)  LEVELS OF HAZARDOUS SUBSTANCES.  To the
best knowledge of Dunes and Continental, no Hazardous Substance
in excess of permitted levels or reportable quantities under
applicable Hazardous Substance Laws are present in or about the
San Diego Property or any nearby real property that could migrate
to the San Diego Property;

                    (d)  NO RELEASES.  To the best knowledge of
Dunes and Continental, no Release or threatened Release exists or
has occurred on, under or about the San Diego Property;

                    (e)  NO UNDERGROUND STORAGE TANKS.  To the
best knowledge of Dunes and Continental, no underground storage
tanks of any kind are or ever have been located on or under the
San Diego Property;

                    (f)  COMPLIANCE WITH LAWS.  To the best
knowledge of Dunes and Continental, the San Diego Property and
all operations and activities at, and the use and occupancy of
the San Diego Property, comply with all applicable Hazardous
Substance Laws, and Dunes, Continental and every User of the San
Diego Property has, during Continental's ownership of the San
Diego Property, complied with and is now in strict compliance
with every permit, license, and approval required by all
applicable Hazardous Substance Laws for all activities and
operations at, and the use and occupancy of, the San Diego
Property;

                    (g)  NO CLAIMS.  To the best knowledge of
Dunes and Continental, there are no Hazardous Substance Claims
pending or threatened with regard to the San Diego Property or
against Dunes or Continental;

                    (h)  NO ADVERSE DESIGNATIONS.  To the best
knowledge of Dunes and Continental, none of the San Diego
Property has been nor is it within 2,000 feet of any other
property designated as 'hazardous waste property" or "border zone
property" pursuant to Health and Safety Code Section Section 25220 et seq.,
and, to their best knowledge, no proceedings for a determination
of this designation are pending or threatened;

                    (i)  NO CAUSE FOR ADVERSE DESIGNATION.  To
the best knowledge of Dunes and Continental, there exists no
occurrence or condition on any real property adjoining the San
Diego Property that would cause any of the San Diego Property to
be designated as "hazardous waste property" or "border zone
property" under the provisions of Health and Safety Code
Section Section 25220 et seq. and any regulation adopted in accordance with
that section;

                    (j)  DISCLOSURES ACCURATE.  Any written
disclosure submitted by or on behalf of Dunes or Continental to
the RTC concerning any Release or threatened Release, past or
present compliance by Dunes or Continental, or any User or other
person with any Hazardous Substance Laws applicable to the San
Diego Property, the past and present use and occupancy of the San
Diego Property, and any environmental concerns relating to the
San Diego Property, was true and complete when submitted and
continues to be true and complete as of the date of this
Agreement.

                    (k)  CURRENT USE OF PROPERTY.  The San Diego
Property is currently vacant, unimproved land and no uses are
being made of the Property.

          6.4.3     JOINT AND SEVERAL REPRESENTATIONS AND
WARRANTIES OF DUNES AND SHF REGARDING SHF PROPERTY.  Except as
disclosed in writing to and acknowledged in writing by the RTC,
Dunes and SHF jointly and severally represent and warrant that:

                    (a)  USE OF PROPERTY DURING OWNERSHIP. 
During the period of SHF's ownership of the SHF Property (i)
there has been no use, generation, manufacture, storage,
treatment, disposal, discharge, Release or threatened Release of
any Hazardous Substance by any person on or around any of the SHF
Property in violation of any Hazardous Substance Law; and (ii)
there have been no Hazardous Substances transported over or
through any of the SHF Property in violation of any Hazardous
Substance Law;

                    (b)  USE OF PROPERTY BY PRIOR OWNERS.  To the
best knowledge of Dunes and SHF, there has not been (i) any use,
generation, manufacture, storage, treatment, disposal, Release or
threatened Release of any Hazardous Substance by any prior owners
or prior occupants of any of the SHF Property or by any third
parties onto any of the SHF Property, or (ii) any actual or
threatened litigation or claims of any kind by any person
relating to these matters;

                    (c)  LEVELS OF HAZARDOUS SUBSTANCES.  To the
best knowledge of Dunes and SHF, no Hazardous Substance in excess
of permitted levels or reportable quantities under applicable
Hazardous Substance Laws are present in or about any of the SHF
Property or any nearby real property that could migrate to any of
the SHF Property;

                    (d)  NO RELEASES.  To the best knowledge of
Dunes and SHF, no Release or threatened Release exists or has
occurred on, under or about any of the SHF Property;

                    (e)  NO UNDERGROUND STORAGE TANKS.  To the
best knowledge of SHF and Dunes, no underground storage tanks of
any kind are or ever have been located on or under any of the SHF
Property;

                    (f)  COMPLIANCE WITH LAWS.  The SHF Property
and all operations and activities at, and the use and occupancy
of the SHF Property, comply with all applicable Hazardous
Substance Laws, and Dunes, SHF and every User of the SHF Property
has, during SHF's ownership of the SHF Property, complied with
and is now in strict compliance with, every permit, license, and
approval required by all applicable Hazardous Substance Laws for
all activities and operations at, and the use and occupancy of,
the SHF Property;

                    (g)  NO CLAIMS.  To the best of knowledge of
Dunes and SHF, there are no Hazardous Substance Claims pending or
threatened with regard to any of the SHF Property or against
Dunes or SHF;

                    (h)  NO ADVERSE DESIGNATIONS.  To the best
knowledge of SHF and Dunes, and except as described in the W.E.S.
Technology Corporation Level 1 Hazardous Materials Site
Assessment dated March, 1992, none of the SHF Property has been
nor is it within 2,000 feet of any other property designated as
'hazardous waste property" or "border zone property" pursuant to
Health and Safety Code Section Section 25220 et seq., and no proceedings for
a determination of this designation are pending or threatened;

                    (i)  NO CAUSE FOR ADVERSE DESIGNATION.  To
the best knowledge of Dunes and SHF, there exists no occurrence
or condition on any real property adjoining any of the SHF
Property that would cause any of the SHF Property to be
designated as "hazardous waste property" or "border zone
property" under the provisions of Health and Safety Code
Section Section 25220 et seq. and any regulation adopted in accordance with
that section;

                    (j)  DISCLOSURES ACCURATE.  Any written
disclosure submitted by or on behalf of Dunes or SHF to the RTC
concerning any Release or threatened Release, past or present
compliance by Dunes or SHF, or any User or other person with any
Hazardous Substance Laws applicable to the SHF Property, the past
and present use and occupancy of the SHF Property, and any
environmental concerns relating to the SHF Property, was true and
complete when submitted and continues to be true and complete as
of the date of this Agreement.

                    (k)  CURRENT USE OF PROPERTY.  The SHF
Property is currently comprised of vacant, unoccupied land.

7.   COVENANTS OF DUNES AND SHF.

     7.1  AFFIRMATIVE COVENANTS.  Each of Dunes and SHF covenants
and agrees that for as long as there shall remain any
indebtedness under the Settlement Note, it shall comply with and
perform all of the following covenants and provide the RTC with
satisfactory evidence of its compliance and performance of each
of the following covenants, which covenants are hereby declared
to be material:

          7.1.1     CONDUCT OF BUSINESS.  Each will maintain the
existence in good standing of their respective businesses to the
extent necessary under applicable law, and will continue to keep
in full force and effect any and all licenses, franchises and
other authorizations necessary to conduct their respective
businesses.  Without limiting the generality of the foregoing,
SHF shall observe and maintain all rules and regulations of the
California Department of Real Estate required to promote sales of
lots of the Unsold Rancho Murieta Property;

          7.1.2     SALE OF LOTS.  SHF will diligently and
continuously pursue sales of the Unsold Rancho Murieta Property
in accordance with the business plan provided by SHF to the RTC;

          7.1.3     PAYMENT OF OBLIGATIONS.  Dunes and SHF will
promptly pay when due all contractual obligations calling for the
payment of money, taxes, assessments and charges which
constitute, or, if unpaid, may become a lien, charge or
encumbrance upon their respective businesses or any of their
assets, including, without limitation, the Unsold Rancho Murieta
Property, the SHF Notes, the SHF Deeds of Trust and the Nevada
Property.  Without limiting the foregoing, SHF shall pay all sums
due on December 31, 1997, to the Rancho Murieta Association
pursuant to PARAGRAPH 3 of the Settlement Agreement Regarding
Payment of Park Fees dated on or about August 10, 1994, among
Rancho Murieta Association, SHF, CBC Builders, Inc., Rancho
Murieta Properties, Inc., and Rancho Murieta Community Services
District of Sacramento County;

          7.1.4     EXECUTION OF FURTHER DOCUMENTS.  Dunes and
SHF will, upon request of the RTC, execute such documents and do
all such other acts and things as the RTC may from time to time
request to establish and maintain a valid first priority security
interest in the SHF Notes and the Nevada Property, free of all
other liens and claims whatsoever, except as otherwise expressly
provided herein, and a valid second priority security interest in
the Unsold Rancho Murieta Property, free of all other liens and
claims except the first priority deed of trust recorded on
September 13, 1994 in Book 94-09-13 of Official Records,
Sacramento County.

          7.1.5     SEC FILINGS.  Dunes will submit a copy of its
SEC Forms 10-Q and 10-K filed with the Securities and Exchanges
Commission ("SEC") to the RTC within 10 days of such filings. 

          7.1.6     SHF REPORTS.  SHF shall provide the following
information to the RTC:  (i) a monthly report of all SHF Notes by
the 15th day of the calendar month following the end of the
previous month, commencing December 15, 1995, which report shall
include payment summary, interest rate, interest due, principal
due, late fees due, amounts paid to date, status of any defaults
and collection activities and any additional data which the RTC
may reasonably request; and (ii) a quarterly sales report by the
15th day of the calendar month following the end of the previous
quarter, commencing February 15, 1996, indicating sales activity
of the Unsold Rancho Murieta Property. 

     7.2  NEGATIVE COVENANTS.  Dunes and SHF hereby covenant and
agree, which covenants are hereby declared to be material, that,
for as long as there shall remain any amount unpaid on the
Settlement Note, they will not, without the prior written consent
of the RTC:

          7.2.1     NO OTHER LIENS.  Create, permit or suffer to
exist any mortgage, lien or other encumbrance on any SHF Note,
any SHF Deed of Trust, the Unsold Rancho Murieta Property or the
Nevada Property in favor of anyone other than the RTC, excepting,
however, the first priority deed of trust encumbering the Unsold
Rancho Murieta Property, recorded on September 13, 1994 in Book
94-09-13 of Official Records, Sacramento County; 

          7.2.2     NO SALES OR TRANSFERS.  Sell, exchange,
transfer or otherwise dispose of any or all of the Unsold Rancho
Murieta Property or the Nevada Property other than in strict
compliance with the release provisions referred to in the Rancho
Murieta Deed of Trust and the Nevada Deed of Trust.

8.   MUTUAL LIMITED RELEASE OF CLAIMS.  

     8.1  LIMITED RELEASE BY DUNES, CONTINENTAL, MRI AND SHF. 
Except for its rights to enforce the provisions, remedies,
obligations, covenants and warranties of this Agreement,
effective as of the Closing Date, each of Dunes, Continental, MRI
and SHF, on behalf of itself and its successors, assigns,
officers, directors, shareholders, partners, agents, employees,
legal representatives, and insurance carriers (collectively,
"Dunes Releasing Parties"), hereby fully and forever releases,
acquits, and discharges the RTC, both in its corporate capacity
and as receiver for San Antonio Savings & Loan Association, F.A.;
the Federal Home Loan Bank Board and its predecessors,
successors, assigns, officers, directors, shareholders, partners,
agents (including, without limitation, Onyx Asset Management),
employees, legal representatives, and insurance carriers, and
each of them (collectively, "RTC Released Parties"), of and from
any and all obligations, liability, claims, demands, actions, and
duties, whether contingent, accrued, inchoate, or otherwise,
known or unknown, related to, arising from, or in any way
connected to (i) the Dunes Settlement Agreement and the
obligations set forth therein, (ii) the nonjudicial foreclosure
proceedings referred to in Recital J, (iii) any claims for
relief, causes of action, affirmative defenses and defenses
raised in the Litigation, (iv) the Nevada Judgment, or (v) the
New Jersey Judgment.  

     To the extent applicable to a limited release, each of the
Dunes Releasing Parties hereby waives any and all rights which it
may have under the provisions of Section 1542 of the California
Civil Code, as now worded and as hereafter amended, which section
presently reads as follows:

     A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
     CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
     AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOW BY
     HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
     THE DEBTOR.

     INITIALS:

     Dunes:   /s/  
     Continental:   /s/  
     SHF:   /s/  
     MRI:   /s/  

     In this connection, the Dunes Releasing Parties hereby
agree, represent and warrant that the Dunes Releasing Parties
realize and acknowledge that factual matters now unknown to them
may have given or may hereafter give rise to claims which are
presently unknown, unanticipated and unsuspected, and they
further agree, represent and warrant that this release has been
negotiated and agreed upon in light of that realization and that
they nevertheless hereby intend to release and discharge the RTC
Released Parties from any such unknown claims.

     The Dunes Releasing Parties further expressly understand and
agree that the acceptance of delivery of this release by the RTC
Released Parties shall not be deemed or construed as an admission
of liability by any of the RTC Released Parties, and each of the
RTC Released Parties expressly denies liability of any nature
whatsoever arising from or related to the subject of this
release.

     8.2  LIMITED RELEASE BY THE RTC.  Except for (i) its rights
to enforce the provisions, remedies, obligations, covenants and
warranties of this Agreement, the Grant Deed and the Loan
Documents, and (ii) any criminal liability under State or Federal
law, including without limitation, Titles 12 and 18 of the United
States Code and the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, the RTC, SOLELY IN
ITS CAPACITY AS RECEIVER FOR SAN ANTONIO SAVINGS ASSOCIATION,
F.A., on behalf of itself and its successors, assigns, officers,
directors, shareholders, partners, agents, employees, legal
representatives, and insurance carriers (collectively, "RTC
Releasing Parties"), effective as of the Closing Date, fully and
forever releases, acquits, and discharges each of Dunes,
Continental, MRI and SHF and their respective predecessors,
successors, assigns, officers, directors, shareholders, partners,
agents, employees, legal representatives, and insurance carriers,
and each of them (collectively, "Dunes Released Parties"), of and
from any and all obligations, liability, claims, demands,
actions, and duties, whether contingent, accrued, inchoate, or
otherwise, known or unknown, related to, arising from, or in any
way connected to (i) the Dunes Settlement Agreement and the
obligations set forth therein, (ii) any claims for relief, causes
of action, affirmative defenses and defenses raised in the
Litigation, (iii) the Nevada Judgment, or (iv) the New Jersey
Judgment.  

     To the extent applicable to a limited release, each of the
RTC Releasing Parties hereby waives any and all rights which it
may have under the provisions of Section 1542 of the California
Civil Code, as now worded and as hereafter amended, which section
presently reads as follows:

     A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
     CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
     AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOW BY
     HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
     THE DEBTOR.

     INITIALS:

     RTC:   /s/  
     
     In this connection, the RTC Releasing Parties hereby agree,
represent and warrant that the RTC Releasing Parties realize and
acknowledge that factual matters now unknown to them may have
given or may hereafter give rise to claims which are presently
unknown, unanticipated and unsuspected, and they further agree,
represent and warrant that this release has been negotiated and
agreed upon in light of that realization and that they
nevertheless hereby intend to release and discharge the Dunes
Released Parties from any such unknown claims.

     The RTC Releasing Parties further expressly understand and
agree that the acceptance of delivery of this release by the
Dunes Released Parties shall not be deemed or construed as an
admission of liability by any of the Dunes Released Parties, and
each of the Dunes Released Parties hereby expressly denies
liability of any nature whatsoever arising from or related to the
subject of this release.

9.   ACKNOWLEDGEMENTS AND WAIVERS.  Each of the RTC, Dunes,
Continental and SHF acknowledges and agrees that neither (i) this
Agreement, (ii) the transfer of property to the RTC by the Grant
Deed, the Collateral Assignment, the Rancho Murieta Deed of Trust
and the Nevada Deed of Trust, (iii) the receipt of the Cash
Payment by the RTC from Dunes, (iv) the Environmental Agreement,
nor (v) any remedy or other action taken pursuant to this
Agreement or any action taken at the Closing Date shall
constitute an "action," violate the "security-first rule," or
otherwise give rise to any application of the "one-form of action
rule" and to the anti-deficiency rules which apply to obligations
secured by real property.  To the fullest extent permitted by
law, each of Dunes, Continental and SHF expressly waives its
rights under sections 580a, 580b, 580c, 580d, 726, 728, 729.010,
729.060 and 729.070 of the California Code of Civil Procedure and
section 40.430 of the Nevada Revised Statutes ("Code Sections")
in connection with this Agreement and any payments or transfers
of property made to the RTC pursuant to this Agreement.  

     Each of Dunes, Continental and SHF specifically agrees that
(i) it will not plead any of the Code Sections in an action
brought by the RTC on the Settlement Note, (ii) the RTC may
release any of the security granted pursuant to this Agreement if
it so desires, (iii) neither Dunes, Continental nor SHF will
raise any of the Code Sections as a defense in any proceeding
instituted by the RTC to enforce its rights hereunder, to collect
the amount owed on the Settlement Note, or to obtain a deficiency
judgment following either a judicial or nonjudicial foreclosure
sale of the Rancho Murieta Deed of Trust or the Nevada Deed of
Trust, and (iv) the San Diego Property is being transferred to
the RTC as a partial payment toward the total amount owing to the
RTC, thereby reducing the Obligations by $1,500,000 (as set forth
in PARAGRAPH 2.3).  Each of Dunes, Continental and SHF further
waive any statutes of limitations applicable to the this
Agreement, the Loan Documents and the RTC's enforcement thereof.

10.  DEFAULT.  One or more of the following acts or occurrences
shall constitute an event of default hereunder:

     (a)  if Dunes fails to make the due and punctual payment of
all or any payment due under the Settlement Note or under any
other agreement between the RTC and Dunes;

     (b)  if SHF fails to make any payment due under the
Collateral Assignment, the Rancho Murieta Deed of Trust or the
Nevada Deed of Trust; 

     (c)  if failure shall be made in the due observance or
performance of any covenant, agreement or condition to be
performed by Dunes, Continental or SHF under this Agreement or
under any of the Loan Documents; or

     (d)  if any representation or warranty made by any of Dunes,
Continental or SHF to the RTC shall have been determined by the
RTC to be untrue in any material respect as of the date that any
such representation or warranty was made.

     In the event of a default hereunder, the RTC shall have the
right, but not the obligation, to exercise the remedies available
upon default pursuant to the terms of the Loan Documents and to
pursue any and all rights and remedies available to it at law or
in equity.

11.  PREFERENTIAL TRANSFER; FRAUDULENT CONVEYANCE.  If and to the
extent any of the payments, conveyances and transfers by Dunes,
Continental or SHF contemplated by and performed under this
Agreement and the Loan Documents are later determined to have
been voidable unperfected transfers, preferential transfers,
fraudulent transfers or fraudulent conveyances under either state
or federal law (including, without limitation, California Civil
Code Section Section 3439 et.seq. and 11 U.S.C. Section Section 544, 547, 
548 and 550), or are otherwise invalid or voidable, and as a result thereof 
the RTC is required to return all or a portion of such property or
payments and/or pay additional amounts to Dunes' estate or SHF's
estate, as the case may be, THEN the RTC shall be entitled to
file a proof of claim against Dunes' bankruptcy estate and/or
SHF's bankruptcy estate, as the case may be, to recover (i) all
such returned property, payments and additional payments, (ii)
interest on such returned payments and additional payments at the
default rate provided in the Settlement Note from the date of the
RTC's payment to Dunes' bankruptcy estate and/or SHF's bankruptcy
estate, as the case may be, until the date the RTC is repaid, and
(iii)  all costs and attorneys' fees, including the fees of in-
house counsel, incurred by the RTC in connection therewith.  

12.  COSTS AND EXPENSES.  Dunes shall bear all costs and expenses
incurred in documenting and consummating the transactions
contemplated by this Agreement, including, without limitation,
documentary transfer taxes, all escrow costs, and title insurance
costs for the title insurance policies and endorsements described
in PARAGRAPH 3.  Each party shall pay all fees of its own legal
counsel.

13.  INDEPENDENT COUNSEL.  Each of Dunes, Continental, MRI, SHF
and the RTC acknowledges that it has been advised to obtain
representation by independent counsel or is currently represented
by independent competent counsel.  Each of Dunes, Continental,
MRI, SHF and the RTC acknowledges that it has fully reviewed this
Agreement (including all Exhibits attached hereto) and is
executing it after having had an adequate opportunity to consult
with independent counsel of its choice and that it fully
understands the legal effects of this Agreement.

14.  NOTICES.  Any notice, demand, and other communication given
under the provisions of this Agreement (collectively, "Notices")
by any party hereto to the other party or parties shall be
effective only if in writing and (a) personally served, (b)
mailed by United States registered or certified mail, return
receipt requested, postage prepaid, (c) sent by a nationally
recognized courier service (i.e. Federal Express) for next-day
delivery, to be confirmed in writing by such courier, or (d) sent
by facsimile ("fax") machine capable of confirming transmission
and receipt, with hard copy of said Notice delivered no later
than one (1) business day after transmission by fax machine. 
Notices shall be directed to the parties at their respective
addresses set forth below.  Notices given in the foregoing manner
shall be deemed given (a) upon confirmed transmission if sent by
fax machine, (b) when actually received or refused by the party
to whom sent if delivered by courier, or (c) if mailed, on the
day of actual delivery as shown by the addressee's registered or
certified mail receipt or at the expiration of three (3) business
days after the date of mailing, whichever first occurs.

If to the RTC:      RTC/FDIC
                    5080 Spectrum Dr., Suite 1000E
                    Dallas, Texas 75248
                    Facsimile No.: (214) 455-4520

          With copies to:

                    Peter L. Duncan, Esq.
                    Pyle Sims Duncan & Stevenson
                    401 B Street, Suite 1500
                    San Diego, CA 92101
                    Facsimile No.: (619) 687-5210


If to Dunes, Continental or SHF:

                    Mr. James H. Dale
                    Dunes Hotels and Casinos Inc.
                    4045 Spencer Street, Suite 206
                    Las Vegas, Nevada 89119
                    Facsimile No.: (702) 737-1065

          With copies to:

                    Chris Konwinski, Esq.
                    Calfee & Young
                    611 North Street
                    Woodland, CA 95695
                    Facsimile No.: (916) 666-3123

                    Nile Leatham, Esq.
                    Edwards & Kolesar
                    3320 W. Sahara, Suite 380
                    Las Vegas, NV 89102
                    Facsimile No.: (510) 256-0946

15.  CONTROLLING LAW.  This Agreement shall be construed and
enforced under the laws of the State of California applying to
agreements entered into and to be performed in the State of
California.

16.  ATTORNEYS' FEES.  If it becomes necessary for the RTC to
utilize legal counsel for the enforcement of the obligations of
this Agreement, and if the RTC is successful in such enforcement
by legal proceedings or otherwise (whether or not suit is filed),
the RTC shall be reimbursed immediately by the other parties for
reasonably incurred attorneys' fees (including fees for the RTC's
in-house counsel) and other costs and expenses.  Dunes, SHF,
Continental and MRI shall also have an immediate obligation to
reimburse the RTC for all attorneys' fees and costs reasonably
incurred in connection with the representation of the RTC in any
liquidation, reorganization, receivership, bankruptcy, assignment
for benefit of creditors or other debtor-relief proceeding of or
relating to Dunes, SHF, Continental or MRI.  Until paid to the
RTC, all such sums will bear interest from the date billed at the
rate of interest set forth in the Settlement Note.  This
provision is separate and several and shall survive the merger of
this provision into any judgment.

17.  ENTIRE AGREEMENT.  This Agreement, together with the
Exhibits attached hereto and incorporated herein by reference,
contain the entire agreement among the parties and supersedes all
prior oral and written agreements, understandings, commitments,
and practices among the parties.

18.  AMENDMENTS.    No amendments to or change or modification of
this Agreement may be made except by a writing signed by all of
the parties.

19.  WAIVER.  No waiver by any party of any term, provision or
condition of this Agreement, whether by conduct or otherwise, in
any one or more instances, shall be deemed to be or be construed
as a further or continuing waiver by said party of any such term,
provision, or condition of this Agreement.

20.  PARTIAL INVALIDITY.  In the event that any non-essential
provisions of this Agreement shall be held to be unenforceable,
invalid, or inoperative for any reason, the validity of the
remainder of the terms and provisions of this Agreement shall not
be affected thereby in any respect.

21.  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
benefit of and be binding upon each of the parties and their
respective successors and assigns.  The RTC may, in its sole and
absolute discretion, assign all or some of its rights under this
Agreement and the Loan Documents to any person.

22.  NEUTRAL INTERPRETATION.  The provisions contained herein
shall not be construed in favor of or against any party because
that party or its counsel drafted this Agreement, but shall be
construed as if all parties prepared this Agreement, and any
rules of construction to the contrary, including, without
limitation, California Civil Code Section 1654, are hereby specifically
waived.  The terms of this Agreement were negotiated at arm's
length by the parties hereto.

23.  FORUM SELECTION.  If any action is brought by any party to
this Agreement arising out of or in any way related to any of the
terms, covenants and conditions of this Agreement, whether such
action is in law or in equity, the parties hereto agree that the
forum for such action or actions shall be a state or federal
court of competent jurisdiction within the County of San Diego,
State of California.

24.  JOINT AND SEVERAL LIABILITY.  SHF, MRI and Continental are
related entities of Dunes and have been included as parties to
this Agreement in consideration of the refinancing by the RTC of
an affiliated debt.  Each of Dunes, Continental, MRI and SHF
shall be jointly and severally liable for the obligations of the
others as set forth in this Agreement, except that Dunes shall
solely be liable for repayment of the Settlement Note.

25.  FURTHER ACTS.  Each party shall, at the request of any other
party, execute, acknowledge (if appropriate) and deliver whatever
additional documents, and do such other acts, as may be
reasonably required in order to accomplish the intent and
purposes of this Agreement.

26.  SURVIVAL OF AGREEMENT.  This Agreement, including, without
limitation, the warranties, representations and covenants of the
parties, shall survive and remain in effect after the Closing
Date.

27.  COUNTERPARTS.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original
agreement, and all of which shall constitute one agreement.


     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.



                         RESOLUTION TRUST CORPORATION,
                         acting in its capacity as receiver 
                         for San Antonio Savings Association, F.A.

                         By:       /s/                            

                         Title:    Chairman - SWAT       
                        
                        
                        
                        
                        
                         DUNES HOTELS AND CASINOS INC.
                         a New York corporation

                         By:     /s/ James H. Dale          
                              Title: Treasurer


                         CONTINENTAL CALIFORNIA CORPORATION,
                         a Delaware corporation

                         By:     /s/ James H. Dale          
                         Title: Treasurer


                         SHF ACQUISITION CORPORATION,
                         a Nevada corporation

                         By:     /s/ James H. Dale          
                         Title: President


                         M&R INVESTMENT COMPANY, INC.,
                         a Nevada corporation

                         By:     /s/ James H. Dale          
                         Title: President

                                 
                                 
                                 
                                 
                                 
                                 EXHIBIT A

                      SAN DIEGO PROPERTY DESCRIPTION 
                                
                                
                                
                                
                                
                                DESCRIPTION

LOTS 5 AND 6 AND THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF SECTION 5, THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6 AND THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
FRACTIONAL SECTION 7, ALL IN TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, IN THE CITY OF SAN DIEGO, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF.

EXCEPTING THEREFROM THAT PORTION OF SAID LOT 5 OF SECTION 5.
DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 5, SAID CORNER
BEING A 2 INCH IRON PIPE WITH A BRASS CAP AS SHOWN ON RECORD OF
SURVEY NO. 6204, RECORDS OF SAID SAN DIEGO COUNTY, THENCE NORTH
20 DEGREES 21 ' 30 "  EAST OF A TRUE BEARING 1228.30 FEET TO THE
TRUE POINT OF BEGINNING,  THENCE NORTH 0 DEGREES 20 ' 03 " WEST
PARALLEL WITH THE WESTERLY LINE OF SAID LOT 5,  208 . 71 FEET TO
A POINT IN THE NORTH LINE OF SAID LOT 5,  SAID POINT BEARING
SOUTH 18 DEGREES 40 ' 57 " EAST  1378 . 73 FEET,  MORE OR LESS, 
FROM THE WEST QUARTER CORNER  OF SAID SECTION 5,  SAID CORNER
BEING A PK NAIL IN AN 8 INCH BY 22 INCH BY 24 INCH STONE AS SHOWN
ON RECORD OF SURVEY NO. 5714 , RECORDS OF SAID SAN DIEGO COUNTY,
THENCE ALONG SAID NORTH LINE OF SAID LOT 5,  NORTH 88 DEGREES 09' 
57 " EAST 208 . 78 FEET ,  THENCE SOUTH 0 DEGREES 20 ' 03 "  EAST
PARALLEL WITH THE EASTERLY LINE OF SAID LOT 4 ,  208 . 71 FEET, 
THENCE SOUTH  88 DEGREES 09 ' 57 " WEST PARALLEL WITH THE NORTH
LINE OF SAID LOT 5 ,  208 . 78 FEET TO THE TRUE POINT OF
BEGINNING.

ALSO EXCEPT THEREFROM THAT PORTION OF LOT 5,  SECTION 5, 
TOWNSHIP 14 SOUTH,  RANGE  2  WEST ,  SAN BERNARDINO MERIDIAN, IN
THE CITY OF SAN DIEGO,  COUNTY OF SAN DIEGO,  STATE OF
CALIFORNIA,  ACCORDING TO OFFICIAL PLAT THEREOF, DESCRIBED AS
FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 5 AS SHOWN ON
RECORD OF SURVEY MAP NO. 6204 ON FILE IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ;  THENCE NORTH 20 DEGREES 21 '  30
"  EAST 1228 . 30  FEET TO THE TRUE POINT OF BEGINNING ;  THENCE
NORTH 88 DEGREES 25 '  24 "  EAST 208 . 78 FEET ;  THENCE NORTH
00 DEGREES  20 '  58 "  WEST 208 . 71  FEET ;  THENCE NORTH 88
DEGREES 25 '  24 '  EAST 86 . 42  FEET ;  THENCE SOUTH 00 DEGREES
20 '  58 "  EAST  295 . 20 FEET ;  THENCE SOUTH 88 DEGREES 25 ' 
24 "  WEST 295 . 22  FEET;  THENCE NORTH  00 DEGREES  20 '  04 " 
WEST  86 . 49 FEET TO THE TRUE POINT OF BEGINNING.


     1                          EXHIBIT  A                                 
     
     
                                
                                
                                
                                
                                
                                
                                EXHIBIT B

                                GRANT DEED







RECORDING REQUESTED BY:                 

Resolution Trust Corporation

WHEN RECORDED MAIL TO:

Pyle Sims Duncan & Stevenson
401 B Street, Suite 1500
San Diego, California 92101
Attention:  Peter L. Duncan

A.P.N. 312-010-03; 312-010-13; 312-010-19; 312-030-03

============== Space Above for Recorder's Use ==============


                    GRANT DEED IN LIEU OF FORECLOSURE

     The undersigned grantor declares:  The amount of documentary
transfer tax due on the attached deed is $                 ,
computed on the full value of the property conveyed.
 
     For a valuable consideration, receipt of which is hereby
acknowledged, CONTINENTAL CALIFORNIA CORPORATION, a Delaware
corporation ("Grantor"), hereby GRANTS to THE RESOLUTION TRUST
CORPORATION, as Receiver for San Antonio Savings Association,
F.A. ("Grantee"), the real property located in the County of San
Diego, State of California, described on EXHIBIT A, attached
hereto and incorporated herein by reference.

     Grantor declares that this conveyance is freely and fairly
made, Grantor having sold said real property to Grantee for a
consideration equal to the fair value of Grantor's interest in
said real property.  Grantor further declares that there are no
agreements, oral or written, other than this Grant Deed in Lieu
of Foreclosure, the Settlement, Release and Loan Modification
Agreement dated October 24, 1995, and the Estoppel Affidavit
dated the date hereof between Grantor and Grantee with respect to
said real property.

Dated:__________, 1995        CONTINENTAL CALIFORNIA CORPORATION
                         a Delaware corporation


                         By: __________________________
                         Title: _______________________


MAIL TAX STATEMENT TO THE RETURN ADDRESS ABOVE                                




                       DESCRIPTION

LOTS 5 AND 6 AND THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF SECTION 5, THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6 AND THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
FRACTIONAL SECTION 7, ALL IN TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, IN THE CITY OF SAN DIEGO, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF.

EXCEPTING THEREFROM THAT PORTION OF SAID LOT 5 OF SECTION 5.
DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 5, SAID CORNER
BEING A 2 INCH IRON PIPE WITH A BRASS CAP AS SHOWN ON RECORD OF
SURVEY NO. 6204, RECORDS OF SAID SAN DIEGO COUNTY, THENCE NORTH
20 DEGREES 21 ' 30 "  EAST OF A TRUE BEARING 1228.30 FEET TO THE
TRUE POINT OF BEGINNING,  THENCE NORTH 0 DEGREES 20 ' 03 " WEST
PARALLEL WITH THE WESTERLY LINE OF SAID LOT 5,  208 . 71 FEET TO
A POINT IN THE NORTH LINE OF SAID LOT 5,  SAID POINT BEARING
SOUTH 18 DEGREES 40 ' 57 " EAST  1378 . 73 FEET,  MORE OR LESS, 
FROM THE WEST QUARTER CORNER  OF SAID SECTION 5,  SAID CORNER
BEING A PK NAIL IN AN 8 INCH BY 22 INCH BY 24 INCH STONE AS SHOWN
ON RECORD OF SURVEY NO. 5714 , RECORDS OF SAID SAN DIEGO COUNTY,
THENCE ALONG SAID NORTH LINE OF SAID LOT 5,  NORTH 88 DEGREES 09' 
57 " EAST 208 . 78 FEET ,  THENCE SOUTH 0 DEGREES 20 ' 03 "  EAST
PARALLEL WITH THE EASTERLY LINE OF SAID LOT 4 ,  208 . 71 FEET, 
THENCE SOUTH  88 DEGREES 09 ' 57 " WEST PARALLEL WITH THE NORTH
LINE OF SAID LOT 5 ,  208 . 78 FEET TO THE TRUE POINT OF
BEGINNING.

ALSO EXCEPT THEREFROM THAT PORTION OF LOT 5,  SECTION 5, 
TOWNSHIP 14 SOUTH,  RANGE  2  WEST ,  SAN BERNARDINO MERIDIAN, IN
THE CITY OF SAN DIEGO,  COUNTY OF SAN DIEGO,  STATE OF
CALIFORNIA,  ACCORDING TO OFFICIAL PLAT THEREOF, DESCRIBED AS
FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 5 AS SHOWN ON
RECORD OF SURVEY MAP NO. 6204 ON FILE IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ;  THENCE NORTH 20 DEGREES 21 '  30
"  EAST 1228 . 30  FEET TO THE TRUE POINT OF BEGINNING ;  THENCE
NORTH 88 DEGREES 25 '  24 "  EAST 208 . 78 FEET ;  THENCE NORTH
00 DEGREES  20 '  58 "  WEST 208 . 71  FEET ;  THENCE NORTH 88
DEGREES 25 '  24 '  EAST 86 . 42  FEET ;  THENCE SOUTH 00 DEGREES
20 '  58 "  EAST  295 . 20 FEET ;  THENCE SOUTH 88 DEGREES 25 ' 
24 "  WEST 295 . 22  FEET;  THENCE NORTH  00 DEGREES  20 '  04 " 
WEST  86 . 49 FEET TO THE TRUE POINT OF BEGINNING.


     1                          EXHIBIT  A
                                
                                
                                
                                
                                
                                
                                EXHIBIT C

                              SETTLEMENT NOTE









                              SETTLEMENT NOTE



1.   FUNDAMENTAL PROVISIONS.  The following terms will be used as
defined terms in this Settlement Note ("Note"):

     DATE OF THIS NOTE:  ____________, 1995
     MAKER:  Dunes Hotels and Casinos Inc., a New York
     corporation
          
     PAYEE:  Resolution Trust Corporation, as Receiver for San
     Antonio Savings Association, F.A.

     PRINCIPAL AMOUNT:  Two Million Seven Hundred Ten Thousand
     Dollars ($2,710,000.00)

     INTEREST ADJUSTMENT DATES:  The dates which are six (6)
months and twelve (12) months, respectively, from the Date of
this Note and the same dates of each year thereafter until the
Maturity Date

     INTEREST RATE:  One percent (1%) per annum in excess of the
prime rate published in the WALL STREET JOURNAL, adjusted semi-
annually on the Interest Adjustment Dates; provided, however,
that under no circumstances shall the interest rate charged be
less than eight percent (8%) or more than twelve percent (12%)
per annum. 

     MATURITY DATE:  _____________, 2000

2.   PROMISE TO PAY.  For good and valuable consideration, Maker
promises to pay to Payee, or order, the Principal Amount with
interest at the Interest Rate then in effect from the Date of
this Note in accordance with the terms contained herein. 
Interest shall be computed on the basis of a 360-day year and the
actual number of days elapsed.  Should any interest not be paid
when due, it shall thereafter accrue interest at the Interest
Rate.

3.   PAYMENT SCHEDULE.  Commencing on the date which is thirty
(30) days from the Date of this Note and on the same day of each
month thereafter until the Maturity Date ("Monthly Payment
Dates"), Maker shall pay installments of interest only ("Monthly
Payments").  The amount of each Monthly Payment for the first six
Monthly Payments shall be calculated on the Date of this Note
based on the Interest Rate then in effect and the outstanding
principal amount due on the Date of this Note.  The amount of
each Monthly Payment for the next succeeding six months shall be
calculated on each Interest Adjustment Date contemporaneously
with the calculation of the Interest Rate adjustment.  The
Monthly Payments shall remain constant during each six-month
period, notwithstanding the fact that if any prepayments of
principal are received during such period, the "interest only"
Monthly Payments shall actually be partially interest payments
and partially principal payments as a result of the reductions in
outstanding principal.  

     Payee shall provide a loan history ("Loan History") to Maker
identifying the application of the principal and interest
payments received by Payee during the immediately preceding six-
month period contemporaneously with the written notification to
Maker of the calculation of the adjusted Interest Rate and the
adjusted Monthly Payment for the next succeeding six-month
period.  Payee shall provide the written notification of the
semi-annual adjustment to the Interest Rate, the new amount of
the Monthly Payment and the Loan History to Maker at least ten
(10) days prior to the due date of the next Monthly Payment.  In
the event such notice is not timely delivered in accordance with
PARAGRAPH 18, Maker's next Monthly Payment shall not become due
until ten (10) days following receipt of such notice; provided,
however, that the succeeding Monthly Payments shall be due and
payable on the regularly scheduled Monthly Payment Dates unless
such notice is received on or after the due date for the next
scheduled Monthly Payment, in which event that Monthly Payment
shall be due ten (10) days following receipt of such notice by
Maker and the succeeding Monthly Payments shall be due and
payable in monthly intervals following the date of receipt of
such notice.
 
     All Monthly Payments shall be applied first to accrued
interest and then to the principal balance.  The entire remaining
Principal Amount and all accrued and unpaid interest shall be due
and payable in full on the Maturity Date.  

4.   PLACE AND MANNER OF PAYMENT.  All payments shall be made in
lawful money of the United States, by check payable to
"Resolution Trust Corporation, as Receiver for San Antonio
Savings Association, F.A." delivered or mailed as follows or as
the holder of this Note may from time to time designate:

     RTC/FDIC
     5080 Spectrum Dr., Suite 1000E
     Dallas, Texas 75248

5.   PREPAYMENTS.  Maker may prepay the principal of this Note in
whole or in part at any time before its Maturity Date without
need to pay any prepayment premium or penalty.  In the event
Maker prepays the principal of this Note in whole before its
Maturity Date, it shall provide Payee with at least ten (10) days
notice of such prepayment.  Provided there are is no Event of
Default (as defined in PARAGRAPH 9), partial prepayments of
principal shall be applied to outstanding principal.  

6.   PARTIAL PAYMENTS.  The acceptance by Payee of any payment
hereunder which is less than the payment in full of any amounts
due and payable at the time of such payment shall not constitute
a waiver of the right to declare a default and accelerate at that
time or any subsequent time or nullify any prior acceleration
without the express consent of Payee except as and to the extent
otherwise provided by law.  Acceptance of a partial payment shall
not cure or excuse the default caused by the failure to pay the
whole amount due.  Any partial payments shall first be applied to
accrued interest, and the remaining portions of such payments, if
any, shall be applied to reduce the outstanding principal
balance.

7.   LATE CHARGE.  In the event any payment of principal or
interest or any portion of any installment of interest hereunder
is not paid within ten (10) days after it is due, Maker shall pay
to Payee a late charge equal to five percent (5%) of any such
past due amount to compensate Payee for additional administrative
expenses incurred because of such delay.  Any delinquent payment
of interest shall bear interest at the Interest Rate.

8.   SECURITY.  The following security is given for this Note:

          (a)  a deed of trust with assignment of rents ("Nevada
Deed of Trust") of even date herewith, with SHF Acquisition
Corporation, a Nevada corporation, as trustor, Payee as
beneficiary and Chicago Title Agency of Las Vegas, a Nevada
corporation, as trustee;

          (b)  a deed of trust with assignment of rents ("Rancho
Murieta Deed of Trust") of even date herewith, with SHF
Acquisition Corporation, a Nevada corporation, as trustor, Payee
as beneficiary and Chicago Title Company of California, a
California corporation, as trustee; and

          (c)  a collateral assignment of purchase money
promissory notes secured by deeds of trust ("Collateral
Assignment") of even date herewith, with SHF Acquisition
Corporation, a Nevada corporation, as pledgor, and Payee as
pledgee.
  
9.   EVENT OF DEFAULT.  At the option of Payee, it shall be an
"Event of Default" hereunder if:

     (a) Maker fails to pay when due any sum payable under this
Note if such default is not cured within ten (10) business days
from the giving of notice of the default by Payee;   

     (b) Maker fails to perform any obligation or commits a
breach of any agreement set forth in this Note, or any event of
default occurs under the Settlement Agreement among Payee, Maker,
Continental California Corporation, M&R Investment Company, Inc.
and SHF Acquisition Corporation of even date herewith, the Nevada
Deed of Trust, the Rancho Murieta Deed of Trust, the Collateral
Assignment, or any other instrument securing this Note;

     (c)  Maker shall admit in writing its inability to pay its
debts as they become due, shall make a general assignment for the
benefit of creditors or shall file any petition or action for
relief under any bankruptcy, reorganization, insolvency or
moratorium law, or any other law or laws for the relief of, or
relating to, debtors; or

     (d)  An involuntary petition shall be filed against Maker or
any party providing collateral to secure Maker's performance
hereunder under any bankruptcy, reorganization, insolvency or
moratorium law, or any other law or laws for the relief of, or
relating to, debtors unless such petition shall be dismissed or
vacated within sixty (60) days of the date thereof.

10.  ACCELERATION.  Upon the occurrence of an Event of Default,
then at the option of Payee, the entire sum of principal and
interest shall become immediately due and payable.  Payee may
exercise this option to accelerate during any default by Maker
regardless of any prior forbearance.

11.  DEFAULT RATE OF INTEREST.  Unless or until an Event of
Default is cured, interest thereafter on the unpaid principal
balance, accrued interest and costs incurred shall be payable at
a rate which is the maximum non-usurious rate permitted under
applicable law.  Such default rate shall not be limited by the
twelve percent (12%) ceiling provided in PARAGRAPH 1.

12.  DUE ON SALE OF RANCHO MURIETA PROPERTY.  In the event SHF
Acquisition Corporation, a Nevada corporation, or any successor
in interest to SHF Acquisition Corporation, sells, conveys,
alienates, assigns, transfers or disposes of the real property
encumbered by the Rancho Murieta Deed of Trust, or any part
thereof, or any interest therein, which is not expressly
permitted hereunder or under the partial release and reconveyance
provisions of the Rancho Murieta Deed of Trust, or becomes
divested of its title or any interest therein in any manner or
way, or enters into a lease covering all or substantially all of
such real property, whether voluntary or involuntary or by
operation of law, or enters into an agreement to do so, without
the prior written consent of Payee, Payee may, at its election,
declare this Note, irrespective of the Maturity Date, immediately
due and payable without notice.  No waiver of this right shall be
effective unless in writing.  Consent by Payee to one such
transaction shall not be deemed to be a waiver of the rights of
Payee provided herein as to future or succeeding transactions.

13.  DUE ON SALE OF NEVADA PROPERTY.  In the event SHF
Acquisition Corporation, a Nevada corporation, or any successor
in interest to SHF Acquisition Corporation, sells, conveys,
alienates, assigns, transfers or disposes of the real property
encumbered by the Nevada Deed of Trust, or any part thereof, or
any interest therein, which is not expressly permitted hereunder
or under the partial release and reconveyance provisions of the
Nevada Deed of Trust, or becomes divested of its title or any
interest therein in any manner or way, or enters into a lease
covering all or substantially all of such real property, whether
voluntary or involuntary or by operation of law, or enters into
an agreement to do so, without the prior written consent of
Payee, Payee may, at its election, declare this Note,
irrespective of the Maturity Date, immediately due and payable
without notice.  No waiver of this right shall be effective
unless in writing.  Consent by Payee to one such transaction
shall not be deemed to be a waiver of the rights of Payee
provided herein as to future or succeeding transactions.

14.  ATTORNEYS' FEES.  If it becomes necessary for Payee to
utilize legal counsel for the enforcement of the obligations of
this Note, and if Payee is successful in such enforcement by
legal proceedings or otherwise (whether or not suit is filed),
Payee shall be reimbursed immediately by Maker for reasonably
incurred attorneys' fees (including fees for Payee's in-house
counsel) and other costs and expenses.  Maker shall also have an
immediate obligation to reimburse Payee for all attorneys' fees
and costs reasonably incurred in connection with the
representation of Payee in any liquidation, reorganization,
receivership, bankruptcy, assignment for benefit of creditors or
other debtor-relief proceeding of or relating to Maker.  Until
paid to Payee, all such sums will bear interest from the date
billed at the Interest Rate.  This provision is separate and
several and shall survive the merger of this provision into any
judgment.

     Maker shall and does hereby agree that, if all or a portion
of the principal sum of the Note has, prior to the Maturity Date,
become due or been declared due by reason of an Event of Default,
the entire amount then due under the terms of this Note shall
include all attorneys' fees and costs and expenses which are
actually incurred as stated above, notwithstanding the provisions
of Section 2924c(d) and Section 2924d of the California Civil
Code.

15.  NO WAIVER.  No delay or omission of Payee in exercising any
right or power arising in connection with any Event of Default
shall be construed as a waiver or as an acquiescence therein, nor
shall any single or partial exercise thereof preclude any further
exercise thereof. Payee may, at its option, waive any of the
conditions herein and no such waiver shall be deemed to be a
waiver of Payee's rights hereunder, but rather shall be deemed to
have been made in pursuance of this Note and not in modification
thereof.  No waiver of any Event of Default shall be construed to
be a waiver of or acquiescence in or consent to any preceding or
subsequent Event of Default.

16.  WAIVER OF NOTICES.  Maker, all endorsers, all guarantors and
all persons liable or to become liable on this Note waive
presentment, protest, demand, notice of protest, dishonor or non-
payment of this Note, and any and all other notices or matters of
a like nature, consent to any and all renewals and extensions of
the time of payment hereto, and agree further that at any time
and from time to time without notice, the terms of payment hereof
may be modified without in any way affecting the liability of any
party to this Note, any endorser, any guarantor, or any person
liable or to become liable with respect to any indebtedness
evidenced hereby.

17.  SEVERABILITY.  The provisions of this Note are intended by
Maker to be severable and divisible and the invalidity or
unenforceability of a non-essential provision or term herein
shall not invalidate or render unenforceable the remainder of
this Note or any part hereof.  If at any time the interest rate
charged hereunder exceeds the maximum rate of interest that may
be charged under California law, then the rate of interest
charged hereunder shall automatically be reduced to such maximum
legal rate, and any interest payments in excess of such maximum
legal rate actually received by Payee shall be applied against
the principal balance due hereunder.  If such excess amount is
greater than the outstanding principal balance, Payee shall
promptly refund the amount by which such excessive interest
exceeds the principal balance.

18.  NOTICES.  Any notice, demand, and other communication given
under the provisions of this Note (collectively, "Notices") by
Maker or Payee to the other party shall be effective only if in
writing and (a) personally served, (b) mailed by United States
registered or certified mail, return receipt requested, postage
prepaid, (c) sent by a nationally recognized courier service
(i.e. Federal Express) for next-day delivery, to be confirmed in
writing by such courier, or (d) sent by facsimile ("fax") machine
capable of confirming transmission and receipt, with hard copy of
said Notice delivered no later than one (1) business day after
transmission by fax machine.  Notices shall be directed to the
parties at their respective addresses set forth below.  Notices
given in the foregoing manner shall be deemed given (a) upon
confirmed transmission if sent by fax machine, (b) when actually
received or refused by the party to whom sent if delivered by
courier, or (c) if mailed, on the day of actual delivery as shown
by the addressee's registered or certified mail receipt or at the
expiration of three (3) business days after the date of mailing,
whichever first occurs.

If to Payee:             RTC/FDIC
                    5080 Spectrum Dr., Suite 1000E
                    Dallas, Texas 75248
                    Facsimile No.: (214) 455-4520

          With copies to:

                    Peter L. Duncan, Esq.
                    Pyle Sims Duncan & Stevenson
                    401 B Street, Suite 1500
                    San Diego, CA 92101
                    Facsimile No.: (619) 687-5210 

If to Maker:             Mr. James H. Dale
                    Dunes Hotels and Casinos Inc.
                    4045 Spencer Street, Suite 206
                    Las Vegas, Nevada 89119
                    Facsimile No.: (702) 737-1065

          With copies to:

                    Chris Konwinski, Esq.
                    Calfee & Young
                    611 North Street
                    Woodland, CA 95695
                    Facsimile No.: (916) 666-3123

                    Nile Leatham, Esq.
                    Edwards & Kolesar
                    3320 W. Sahara, Suite 380
                    Las Vegas, NV 89102
                    Facsimile No.: (510) 256-0946

19.  MISCELLANEOUS PROVISIONS.  No provision of this Note may be
amended, modified, supplemented, changed, waived, discharged or
terminated unless Maker and Payee consent thereto in writing.  
This Note shall be binding upon and inure to the benefit of
Maker, Payee and their respective successors and assigns.  Time
is of the essence of this Note and the performance of each of the
covenants and agreements contained herein.  THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA.


          IN WITNESS WHEREOF, Maker has executed this Note at San
Diego, California on the Date of this Note.


                         DUNES HOTELS AND CASINOS INC.
                         a New York corporation

                         By: ______________________
                         Title: Treasurer




DO NOT DESTROY THIS NOTE.  When paid, this Note with the Deeds of
Trust securing the same, must be surrendered to the Trustee under
the Deeds of Trust for cancellation before reconveyance will be
made.


                                 
                                 
                                 
                                 EXHIBIT D

                           COLLATERAL ASSIGNMENT







Recording Requested By:

The Resolution Trust Corporation,
as Receiver for San Antonio Savings
Association, F.A.

When Recorded Mail to:

Pyle Sims Duncan & Stevenson
401 B Street, Suite 1500
San Diego, California 92101
Attention:  Ann Poppe

                                                                  
                                                               
                    Space above for recorder's use


           COLLATERAL ASSIGNMENT, PLEDGE AND SECURITY AGREEMENT


     THIS COLLATERAL ASSIGNMENT, PLEDGE AND SECURITY AGREEMENT
("Collateral Assignment") is made and entered into this ___ day
of _______, 1995, by and between SHF ACQUISITION CORPORATION, a
Nevada corporation ("Pledgor") and THE RESOLUTION TRUST
CORPORATION, solely in its capacity as Receiver for San Antonio
Savings Association, F.A. ("Pledgee").

                                 RECITALS

     A.   Pledgor, Pledgee, Dunes Hotels and Casinos Inc., a New
York corporation ("Dunes"), Continental California Corporation, a
Delaware corporation, and M&R Investment Company, Inc., a Nevada
corporation ("MRI"), have entered into a Settlement, Release and
Loan Modification Agreement dated October 24, 1995 ("Settlement
Agreement"), pursuant to which Pledgee is modifying, superseding
and replacing entirely the terms of an existing obligation of
Dunes to Pledgee, which modified obligation is evidenced by a
promissory note in the principal amount of $2,710,000 from Dunes
to Pledgee dated the date hereof ("Settlement Note").  As partial
collateral to secure the repayment of the Settlement Note,
Pledgor has agreed to pledge certain promissory notes secured by
deeds of trust on real property, which secured notes are owned by
Pledgor.

     B.   Pledgor is a wholly owned subsidiary of MRI.  MRI is a
wholly owned subsidiary of M&R Corporation, a Delaware
corporation, which, in turn, is a wholly owned subsidiary of
Dunes.






                                 AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants set
forth in this Collateral Assignment and other good and valuable
consideration, Pledgor and Pledgee agree as follows:

1.   DEFINITIONS.  The following words shall have the following
meanings when used in this Collateral Assignment:

     "Collateral Assignment" means this Collateral Assignment,
Pledge, and Security Agreement, as amended or modified from time
to time, together with all exhibits and schedules attached
hereto.

     "Collateral" means the SHF Notes and SHF Deeds of Trust,
which Pledgor has delivered to Pledgee concurrently with the
execution of this Collateral Assignment, together with all Income
and Proceeds therefrom, and such additional property as may
hereafter be delivered by Pledgor to Pledgee during the existence
of this Collateral Assignment.

     "Event of Default" means the events described in PARAGRAPH 6.

     "Settlement Note" means a secured promissory note in the
amount of $2,710,000.00, dated the date hereof, with Dunes as
maker and Pledgee as payee, and all amendments, modifications and
extensions of such note. 
     
     "Income and Proceeds" means all present and future income,
proceeds, substitutions from or for the Collateral of every kind
and nature, including without limitation, all principal payments,
interest, proceeds of any insurance on the Collateral,
condemnation awards from any of the real property encumbered by
the SHF Deeds of Trust, and all other real or personal property
Pledgor is entitled to receive on account of such Collateral.

     "Indebtedness" means the indebtedness evidenced by the
Settlement Note, together with all other costs and expenses for
which Pledgor or Dunes is responsible under this Collateral
Assignment, the Settlement Agreement or under any of the loan
documents referred to in the Settlement Agreement. 

     "SHF Deeds of Trust" means the original recorded deeds of
trust securing the SHF Notes, which SHF Deeds of Trust encumber
certain real property in the County of Sacramento, State of
California, and are more particularly described on SCHEDULE 1,
attached hereto and incorporated herein by reference.

     "SHF Notes" means the promissory notes described on SCHEDULE
2, attached hereto and incorporated herein by reference.

2.   PLEDGE OF COLLATERAL; ABSOLUTE ASSIGNMENT OF INCOME AND
PROCEEDS.  In consideration of the financial accommodations given
and continued to Dunes by Pledgee, and as partial collateral to
secure the Indebtedness, Pledgor hereby absolutely,
unconditionally, presently and irrevocably assigns, pledges,
grants a security interest in, transfers to, and deposits with
Pledgee the Collateral, including, without limitation the
original SHF Notes, the original recorded SHF Deeds of Trust and
the Income and Proceeds therefrom.  The absolute assignment of
the Income and Proceeds to Pledgee is subject to a revocable
license granted to Pledgor, as described more particularly in
PARAGRAPH 3.7.

     Dunes' obligations under the Settlement Note are also
secured by a deed of trust dated the date hereof which grants
Pledgee a lien on certain real property located in Clark County,
Nevada ("Nevada Deed of Trust") and a deed of trust dated the
date hereof which grants Pledgee a lien on certain real property
located in Rancho Murieta, California ("Rancho Murieta Deed of
Trust").  Pledgor's execution of this Collateral Assignment shall
not limit, waive, or impair Pledgee's rights under the Nevada
Deed of Trust or the Rancho Murieta Deed of Trust.

3.   REPRESENTATIONS, WARRANTIES AND COVENANTS BY PLEDGOR. 
Pledgor represents, warrants and covenants with respect to the
Collateral pledged hereunder that:

     3.1  OWNERSHIP.  Pledgor is the absolute owner of the SHF
Notes and the SHF Deeds of Trust, free and clear of all security
interests, liens, encumbrances, adverse claims and any other
claims of others except as disclosed to and accepted by Pledgee
in writing prior to the execution of this Collateral Assignment. 
Pledgor will not make any further assignment of the Collateral or
create any further security interest therein, nor permit its
rights therein to be reached by attachment, levy, garnishment, or
other judicial process.

     3.2  RIGHT TO PLEDGE.    Pledgor has the full right, power
and authority to enter into this Collateral Assignment and to
pledge the Collateral.

     3.3  VALID OBLIGATIONS UNDER SHF NOTES AND SHF DEEDS OF
TRUST.  The obligations described in the SHF Notes and the SHF
Deeds of Trust are due and payable as stated therein and are
valid and enforceable according to the written terms appearing on
the face of the SHF Notes and no other terms, except as described
in SCHEDULE 2; the obligors under the SHF Notes and the SHF Deeds
of Trust had the authority and the capacity to sign the SHF Notes
and SHF Deeds of Trust; and the obligors under the SHF Notes are
not now in default, as to payment of money or in any other
respect, in any obligations under the SHF Notes or the SHF Deeds
of Trust, except as otherwise disclosed to and accepted by
Pledgee in writing prior to the execution of this Collateral
Assignment.

     3.4  NO OFFSETS.  The obligations of the obligors under the
SHF Notes and the SHF Deeds of Trust are not subject to any claim
or defense for credits, offsets, reductions, damages, prepayment,
conditions precedent, conditions subsequent or adjustment except
as otherwise provided therein.

     3.5  FINANCIAL CONDITION OF OBLIGORS.  No notice of the
bankruptcy, insolvency, or financial embarrassment of any of the
obligors under the SHF Notes and the SHF Deeds of Trust has been
received by Pledgor, and upon Pledgor's receipt of any such
notice Pledgor will immediately give Pledgee written notice
thereof.

     3.6  BOOKS AND RECORDS.  Pledgor has maintained and will
continue to maintain accurate and complete records and accounts
concerning all obligations given as Collateral hereunder, and
agrees to permit inspection of said records and accounts by
Pledgee and to submit to Pledgee statements of said accounts in
such form as shall be prescribed by Pledgee, including, without
limitation, the statements and reports required under the
Settlement Agreement.

     3.7  GRANT OF REVOCABLE LICENSE FOR COLLECTION OF INCOME AND
PROCEEDS; DEPOSIT OF INCOME AND PROCEEDS.   Pledgee grants to
Pledgor a license to collect current and past due payments of
interest (but not more than one month in advance) and principal
on the SHF Notes and to collect any fire insurance proceeds or
condemnation awards relating to the real property encumbered by
the SHF Deeds of Trust, until an Event of Default occurs.  Upon
the occurrence of an Event of Default, this license may be
revoked by Pledgee in accordance with PARAGRAPH 7.3.   

     Until this license is revoked, Pledgor agrees to immediately
deposit all Income and Proceeds, other than interest payments on
the SHF Notes, into a separate interest-bearing account with a
federally-insured financial institution containing only such
Income and Proceeds.  Within ten (10) days from such deposit, all
such Income and Proceeds shall be remitted to Pledgee for
application to outstanding principal due on the Settlement Note. 
Upon Pledgee's request, Pledgor shall deliver statements to
Pledgee identifying the source of Income and Proceeds, other than
interest payments.  Until this license is revoked, Pledgor shall
be entitled to retain and use all interest payments on the SHF
Notes for any purpose, including, without limitation, the payment
of interest on the Settlement Note on behalf of Dunes.  In the
event any conflict arises between Pledgor and Pledgee regarding
the disposition of the Collateral or any Income or Proceeds
therefrom, the interests of Pledgee shall prevail.  

     3.8  NO MODIFICATIONS WITHOUT PLEDGEE'S CONSENT. Pledgor
agrees not to compromise, settle or adjust any of the SHF Notes
or renew or extend the time of payment thereof for a period in
excess of one (1) year, nor modify any of the SHF Notes or SHF
Deeds of Trust without Pledgee's prior written consent.  So long
as there is no Event of Default, Pledgor shall be entitled to
extend the time of payment of any of the SHF Notes for a period
of one (1) year or less without the prior written consent of
Pledgee, provided Pledgor determines such action is financially
prudent under the circumstances.

     3.9  DUTIES OF PLEDGOR ON DEFAULT OF SHF NOTE.  So long as
there is no Event of Default, Pledgor shall have the right to
determine in its best business judgment whether foreclosure
proceedings (either judicial or nonjudicial) should be commenced
against any of the Collateral, without the prior written consent
of Pledgee.  If Pledgor elects to commence such proceedings, upon
their conclusion Pledgor shall either (i) remit the foreclosure
sale proceeds to Pledgee or, (ii) if Pledgor credit bids at such
foreclosure sale, Pledgor shall execute and deliver a deed of
trust on such real property to Pledgee, together with title
insurance insuring the priority of Pledgee's lien, all in form
and content acceptable to Pledgee.  Pledgee shall have no
responsibility or liability for the costs of such collection and
enforcement, including attorneys' fees and out-of-pocket
expenses.
     
     3.10  MERGER OF PLEDGOR.  Pledgor shall not without the
prior written consent of Pledgee, merge or consolidate with any
other entity, including without limitation any affiliate of
Pledgor, whether parent corporation, subsidiary or any entity
controlled by or under common control of Pledgor, while this
Collateral Assignment is in effect.

4.   PLEDGEE'S RIGHTS AND OBLIGATIONS WITH RESPECT TO COLLATERAL. 
Pledgee may hold the Collateral until all of the Indebtedness has
been paid and satisfied and thereafter shall deliver the
Collateral to Pledgor.  Pledgee shall have the following rights
in addition to all other rights it may have by law:

     4.1  MAINTENANCE AND PROTECTION OF COLLATERAL.  Pledgee may,
but shall not be obligated to, take such steps as it reasonably
deems necessary or desirable to protect, maintain, insure,
control, receive or manage the Collateral and the real property
encumbered by the SHF Deeds of Trust, including payment of any
lien or claims against the Collateral.  Pledgee may charge any
cost incurred in doing so to Pledgor and all such expenditures
incurred or paid by Pledgee will bear interest at the rate
charged under the Settlement Note from the date paid by Pledgee
to the date of repayment by Pledgor, and will be due and payable
on demand.

     4.2  PERFECTION OF SECURITY INTEREST.  Concurrently with the
execution of this Collateral Assignment, Pledgor has delivered to
Pledgee the original SHF Notes and the original recorded SHF
Deeds of Trust.  Upon request of Pledgee, Pledgor will deliver to
Pledgee any and all further documents constituting the
Collateral.  Subject to the limitations of PARAGRAPH 8, Pledgor
hereby appoints Pledgee as Pledgor's irrevocable attorney-in-fact
for the purpose of executing any documents necessary to perfect
or to continue the security interest granted in this Collateral
Assignment.

     4.3  LIMITATIONS ON OBLIGATIONS OF PLEDGEE.  Pledgee shall
use ordinary reasonable care in the physical preservation and
custody of the Collateral in Pledgee's possession and shall have
the duties of a mortgagee under California Civil Code Section
2941, but shall have no other obligation to protect the
Collateral or its value.  

5.   SUBSTITUTION OF COLLATERAL.   If, with the written consent
of Pledgee, Pledgor shall substitute or exchange other
collateral, securities, or instruments in place of the Collateral
herein mentioned, then all of the rights and privileges of
Pledgee and all obligations on the part of Pledgor with respect
to the Collateral shall be forthwith applicable to said
substituted or exchanged collateral, securities, or instruments. 

6.   DEFAULT.  One or more of the following acts or occurrences
shall constitute an event of default ("Event of Default")
hereunder:

     6.1  DEFAULT ON INDEBTEDNESS.  If Dunes or Pledgor, as the
case may be, fails to make any payment when due on the
Indebtedness;

     6.2  OTHER DEFAULTS.  If Pledgee fails to comply with or to
perform any other term, obligation, covenant or condition
contained in this Collateral Assignment, or if there is an event
of default under the Settlement Agreement, the Settlement Note,
the Nevada Deed of Trust or the Rancho Murieta Deed of Trust;

     6.3  INSOLVENCY.  If Pledgor shall admit in writing its
inability to pay its debts as they become due, shall make a
general assignment for the benefit of creditors or shall file any
petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law, or any other law or
laws for the relief of, or relating to, debtors; 

     6.4  INVOLUNTARY PROCEEDINGS.  If an involuntary petition
shall be filed against Pledgor under any bankruptcy,
reorganization, insolvency or moratorium law, or any other law or
laws for the relief of, or relating to, debtors unless such
petition shall be dismissed or vacated within sixty (60) days of
the date thereof; 

     6.5  FRAUDULENT CONVEYANCE.  If an action is filed to avoid
any transfer contemplated under this Collateral Assignment as a
fraudulent conveyance under state or federal law;

     6.6  FORECLOSURE.  If foreclosure or forfeiture proceedings,
whether by judicial proceedings, self-help, repossession or any
other method, are commenced by any creditor of Pledgor or by any
governmental agency against the Collateral; or

     6.7  INSECURITY.  Pledgee, in good faith, deems itself
insecure.

7.   RIGHTS AND REMEDIES ON DEFAULT.  If an Event of Default
occurs under this Collateral Assignment, at any time thereafter
Pledgee may exercise any one or more of the following rights and
remedies:

     7.1  ACCELERATE INDEBTEDNESS.  Pledgee may declare all
Indebtedness immediately due and payable without notice of any
kind to Dunes or Pledgor.

     7.2  TRANSACTIONS WITH DUNES OR OBLIGORS UNDER SHF NOTES.  
Pledgee may (a) extend the time for payment or other performance,
(b) grant a renewal or change in terms or conditions, or (c)
compromise or release any obligation of any of the obligors under
the SHF Notes and the SHF Deeds of Trust.

     7.3  REVOCATION OF LICENSE.  Pledgee may revoke the license
granted to Pledgor under PARAGRAPH 3.7 by mailing notice of such
revocation by first class mail, postage prepaid, to Pledgor at
the address set forth in PARAGRAPH 11.8.  Notwithstanding the
provisions of PARAGRAPH 11.8, such notice of revocation shall be
effective when deposited in the U.S. mail.  Upon such revocation,
Pledgee shall be entitled to collect all Income and Proceeds, as
more particularly set forth in PARAGRAPH 7.5.

     7.4  APPOINTMENT OF RECEIVER.  Pledgor agrees that upon an
Event of Default, Pledgee shall be entitled to the appointment of
a receiver appointed as a matter of right under California Code
of Civil Procedure Section 564(8).  The receiver may be an
employee of Pledgee and may serve without bond.  All fees of the
receiver and his or her attorney shall become part of the
Indebtedness secured by this Collateral Assignment and shall be
payable on demand, with interest at the rate set forth in the
Settlement Note from the date of expenditure until repaid.

     7.5  COLLECTION AND ENFORCEMENT OF COLLATERAL.   Upon
revocation of the license pursuant to PARAGRAPH 7.3, Pledgee
shall have the right to notify the obligors under the SHF Notes
that all payments of principal AND INTEREST on the SHF Notes and
any other Income and Proceeds of the SHF Notes and the SHF Deeds
of Trust are to be paid to Pledgee under California Commercial
Code section 9502(1), and Pledgee, either itself or through a
receiver, shall have the right to collect such Income and
Proceeds.  After deducting all legal and other costs, expenses,
and charges, including attorneys' fees, incurred in the
collection of the Income and Proceeds, Pledgee shall apply the
residue of such Income and Proceeds to the payment of any fees or
costs due under the Settlement Note, then to accrued but unpaid
interest on the Settlement Note, and then to outstanding
principal on the Settlement Note, with any excess funds to be
paid to Pledgor.

     Pledgee shall further have the right to enforce any and all
obligations of the obligors under the SHF Notes and the SHF Deeds
of Trust, including, without limitation, instituting judicial or
nonjudicial foreclosure proceedings with a right to credit bid on
behalf of Pledgor.  In the event Pledgee elects to institute any
judicial proceedings to enforce the obligations of the obligors
under the SHF Notes and the SHF Deeds of Trust, Pledgor will not
be a necessary party to such action or actions.

     For this purpose, subject to the limitations of PARAGRAPH 8,
Pledgor irrevocably appoints Pledgee as its attorney-in-fact, (a)
to receive, open and dispose of mail addressed to Pledgor, (b) to
execute, sign and endorse any and all instruments, receipts,
checks, drafts and warrants issued in payment for the Collateral
or as Income or Proceeds from the Collateral; (c) to settle or
compromise any and all claims arising under the Collateral and,
in the place and stead of Pledgor, execute and deliver Pledgor's
release; (d) to file any claim or claims or to take any action or
institute or take part in any proceedings, either in Pledgee's
own name or in the name of Pledgor, or otherwise, which in the
discretion of Pledgee may seem to be necessary or advisable; (e)
to execute in Pledgor's name and to deliver to the obligors under
the SHF Notes and the SHF Deeds of Trust on Pledgor's behalf, at
the time and in the manner specified by the Collateral, any
necessary instruments or documents; and (f) to instruct the
trustee or trustees under the SHF Deeds of Trust, in the event
Pledgee elects to institute judicial or nonjudicial foreclosure
proceedings with respect to any of the SHF Deeds of Trust.

     7.6  SELL THE COLLATERAL.  Pledgee may sell the Collateral,
at Pledgee's discretion, as a unit or in parcels, at one or more
public or private sales.  Unless the Collateral threatens to
decline speedily in value, Pledgee shall give to Pledgor, and to
any other person who has filed with Pledgee a written request for
notice, a notice in writing of the time and place of any public
sale, or of the time on or after which any private sale or other
intended disposition is to be made.  Such notice must be
delivered personally or be deposited in the United States mail
first-class postage prepaid, addressed to Pledgor at its address
as set forth in this Collateral Assignment, and to any other
person who has requested notice at the address set forth in his
request for notice, at least five (5) days before the date fixed
for any public sale or before the date or after which any private
sale or other disposition is to be made.  Notice of the time and
place of a public sale shall also be given at least five (5) days
before the date of sale by publication once in a newspaper of
general circulation, published in San Diego County, California,
in which county the sale shall be held.  Any public sale may be
postponed from time to time by a public announcement at the time
and place last scheduled for sale, and Pledgee may buy at any
public sale.  Any sale of which notice is delivered or mailed and
published as herein provided and which is held as herein provided
is a public sale.

     After deducting all legal and other costs, expenses, and
charges, including attorneys' fees, incurred in the collection,
sale, delivery, or preservation of the Collateral or any part
thereof, Pledgee shall apply the residue of the proceeds of such
sale to the payment any fees or costs due under the Settlement
Note, then to accrued but unpaid interest, and then to
outstanding principal, with any excess funds to be paid to
Pledgor.  

     7.7  TRANSFER TITLE.  Pledgee may effect transfer of title
upon sale of all or part of the Collateral.  For this purpose,
subject to the limitations of PARAGRAPH 8, Pledgor irrevocably
appoints Pledgee as its attorney-in-fact to execute endorsements,
assignments (including, without limitation, assignments of
beneficial interest in the SHF Deeds of Trust) and instruments in
the name of Pledgor as shall be necessary or reasonable.

     7.8  OTHER RIGHTS AND REMEDIES.  Pledgee may exercise any or
all of the rights and remedies of a secured creditor under the
provisions of the Uniform Commercial Code, at law, in equity, or
otherwise.

     7.9  MIXED COLLATERAL.  This Collateral Assignment, the
Nevada Deed of Trust and the Rancho Murieta Deed of Trust
collectively grant Pledgee a security interest in, or title to,
both real and personal property.  Upon the occurrence of an Event
of Default, Pledgee shall have all of the rights which California
Commercial Code Section 9501(4) accords a holder of real and personal
property security for an obligation to conduct separate
foreclosures, or a "unified" foreclosure, of some or all of its
real and personal property security.

     7.10 CUMULATIVE REMEDIES.  All of Pledgee's rights and
remedies, whether evidenced by this Collateral Assignment or by
any other writing, shall be cumulative and may be exercised
singularly or concurrently. Election by Pledgee to pursue any
remedy shall not exclude pursuit of any other remedy, and an
election to make expenditures or to take action to perform an
obligation of Pledgor under this Collateral Assignment, after
Pledgor's failure to perform, shall not affect Pledgee's right to
declare a default and to exercise its remedies.

8.   SATISFACTION OF INDEBTEDNESS.  Within thirty (30) days
following the satisfaction of the Indebtedness, Pledgee shall
return to Pledgor the SHF Notes, the SHF Deeds of Trust and all
other documents and securities given as Collateral hereunder, and
shall endorse all instruments to Pledgor or its order, and give
an assignment of the SHF Notes and the SHF Deeds of Trust in
recordable form, all in accordance with California Civil Code
Section 2941.  The irrevocable powers of attorney granted by
Pledgor to Pledgee under PARAGRAPHS 4.2, 7.5 AND 7.7 shall
terminate upon the full satisfaction of the Indebtedness secured
by this Collateral Assignment.

9.   GUARANTY AND WAIVER OF SURETYSHIP DEFENSES.  

     9.1  COLLATERAL ASSIGNMENT GIVEN AS GUARANTY.  This
Collateral Assignment is intended to be a guaranty of the
obligations of Dunes under the Settlement Agreement and the
Settlement Note, in addition to any other guaranty, endorsement
or collateral held by Pledgee therefor, whether or not furnished
by Pledgor.  

     9.2  RIGHTS OF PLEDGEE.  The Pledgor authorizes Pledgee,
without notice or demand and without affecting Pledgor's
obligations hereunder, from time to time:

               (i)  to renew, extend, increase, accelerate or
otherwise change the time for payment of, the terms of or the
interest on the Settlement Note;

               (ii) to take from any party and hold collateral
for the payment or performance of the Settlement Note or any part
thereof, and to exchange, enforce or release such collateral or
any part thereof;

               (iii) to accept and hold any endorsement or
guaranty of payment or performance of the Settlement Note or any
part thereof and to release or substitute any such endorser or
guarantor, or any party who has given any security interest in
any collateral as security for the payment or performance of the
Indebtedness or any part thereof, or any other party in any way
obligated to pay or perform the Indebtedness or any part thereof;

               (iv)  to direct the order or manner of the
disposition of any and all collateral and the enforcement of any
and all endorsements and guaranties relating to the Indebtedness
or any part thereof as Pledgee, in its sole discretion, may
determine; and

               (v)  to determine how, when and what application
of payments and credits, if any, shall be made on the
Indebtedness or any part thereof.

     9.3  WAIVER OF RIGHTS.  Pledgor hereby waives and
relinquishes all rights and remedies accorded by applicable law
to sureties or guarantors and agrees not to assert or take
advantage of any such rights or remedies, including without
limitation (a) any right to require Pledgee to proceed against
Dunes or any other person or to proceed against or exhaust any
security held by Pledgee at any time or to pursue any other
remedy in Pledgee's power before proceeding against the
Collateral, (b) the defense of the statute of limitations in any
action hereunder or in any action for the collection or
performance of the Settlement Note, (c) demand, presentment,
protest and notice of any kind in connection with the Settlement
Note, (d) any rights and defenses arising out of an election of
remedies by Pledgee, even though that election of remedies, such
as a nonjudicial foreclosure with respect to security for a
guaranteed obligation, has destroyed or otherwise impaired the
subrogation rights of Pledgor, the right of Pledgor to proceed
against Dunes for reimbursement, or both, by operation of Section
580d of the Code of Civil Procedure or otherwise, (e) any defense
based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal, (f)
any duty on the part of Pledgee to disclose to Pledgor any facts
Pledgee may now or hereafter know about Dunes, regardless of
whether Pledgee has reason to believe that any such facts
materially increase the risk beyond that which Pledgor intends to
assume, or has reason to believe that such facts are unknown to
Pledgor, or has a reasonable opportunity to communicate such
facts to Pledgor, since Pledgor acknowledges that Pledgor is
fully responsible for being and keeping informed of the financial
condition of Dunes and of all circumstances bearing on the risk
of non-payment of the Settlement Note, (g) any defense arising
because of Pledgee's election, in any proceeding instituted under
the Federal Bankruptcy Code, of the application of Section
1111(b)(2) of the Federal Bankruptcy Code, and (h) any defense
based upon any borrowing or grant of a security interest under
Section 364 of the Federal Bankruptcy Code.  Without limiting the
generality of the foregoing, Pledgor hereby expressly waives any
and all benefits which might otherwise be available to Pledgor
under California Civil Code Sections 2809, 2810, 2819, 2839,
2845, 2849, 2850, 2899 and 3433, and California Code of Civil
Procedure Sections 580a, 580b, 580d and 726.  This is a waiver
within the meaning of California Civil Code Section 2856.

     9.4  WAIVER OF SUBROGATION.  Pledgor hereby waives all
rights of subrogation, reimbursement, indemnity, and
contribution, all rights to enforce any remedy Pledgee may have
against Dunes and all rights to participate in any security held
by Pledgee for the obligations hereby guaranteed, including any
such right or any other right set forth in either of Sections
2848 or 2849 of the California Civil Code, as well as any defense
based upon the impairment of any subrogation, reimbursement,
indemnity, or contribution rights, or of any of the other
foregoing rights, that Pledgor might have absent the foregoing
waiver; and agrees (i) not to seek to enforce or to obtain any
such right, or to accept any payment from any other person, in
violation of the foregoing waiver, and (ii) that any agreement or
other understanding at any time entered into with any person
granting any such right to Pledgor shall be null and void.

10.  ASSIGNMENT.    This Collateral Assignment shall inure to the
benefit of and be binding upon each of the parties and their
respective successors and assigns.  In the event that Pledgee
shall assign, endorse, sell, transfer, or hypothecate to any
other person, firm, bank or corporation the Settlement Note, the
SHF Notes, the SHF Deeds of Trust or any other notes, evidences
of indebtedness, bonds, stocks, or other securities deposited
hereunder or secured or intended to be secured hereby, or any
part thereof, such assignment or transfer shall automatically
constitute an assignment and transfer of this Collateral
Assignment and of all rights given hereunder pro tanto, and such
assignee, endorsee, transferee, or successor of Pledgee shall be
granted and shall have jointly with Pledgee, all of the rights
and privileges given to Pledgee, in accordance with the terms
hereof.

11.  MISCELLANEOUS PROVISIONS.  
     
     11.1 INTEGRATED AGREEMENT.  This Collateral Assignment
represents the final agreement between Pledgor and Pledgee. 
There are no restrictions, promises, warranties, covenants or
undertakings other than expressly set forth herein, and this
Collateral Assignment supersedes all prior agreements and
understandings between the parties with respect to its subject
matter.

     11.2 AMENDMENTS.    No amendments to or change or
modification of this Collateral Assignment may be made except by
a writing signed by all of the parties.
     
     11.3 PARTIAL INVALIDITY.  In the event that any non-
essential provisions of this Collateral Assignment shall be held
to be unenforceable, invalid, or inoperative for any reason, the
validity of the remainder of the terms and provisions of this
Collateral Assignment shall not be affected thereby in any
respect.

     11.4 WAIVER.  No waiver by any party of any term, provision
or condition of this Collateral Assignment, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be or
be construed as a further or continuing waiver by said party of
any such term, provision, or condition of this Collateral
Assignment.

     11.5 NEUTRAL INTERPRETATION.  The provisions contained
herein shall not be construed in favor of or against any party
because that party or its counsel drafted this Collateral
Assignment, but shall be construed as if all parties prepared
this Collateral Assignment, and any rules of construction to the
contrary, including, without limitation, California Civil Code
Section 1654, are hereby specifically waived.  The terms of this
Collateral Assignment were negotiated at arm's length by the
parties hereto.

     11.6 FORUM SELECTION.  If any action is brought by any party
to this Collateral Assignment arising out of or in any way
related to any of the terms, covenants and conditions of this
Collateral Assignment, whether such action is in law or in
equity, the parties hereto agree that the forum for such action
or actions shall be a state of federal court of competent
jurisdiction within the County of Sacramento, State of
California.

     11.7 FURTHER ASSURANCES.  Pledgor and Pledgee will execute
any additional agreements, assignments or documents reasonably
required by either party to effectuate this Collateral
Assignment.

     11.8 PAYMENTS AND NOTICES.  EXCEPT AS OTHERWISE PROVIDED IN
PARAGRAPH 7.3, any notice, demand, and other communication given
under the provisions of this Collateral Assignment (collectively,
"Notices") by any party hereto to the other party or parties
shall be effective only if in writing and (a) personally served,
(b) mailed by United States registered or certified mail, return
receipt requested, postage prepaid, (c) sent by a nationally
recognized courier service (i.e. Federal Express) for next-day
delivery, to be confirmed in writing by such courier, or (d) sent
by facsimile ("fax") machine capable of confirming transmission
and receipt, with hard copy of said Notice delivered no later
than one (1) business day after transmission by fax machine. 
Notices shall be directed to the parties at their respective
addresses set forth below.  Notices given in the foregoing manner
shall be deemed given (a) upon confirmed transmission if sent by
fax machine, (b) when actually received or refused by the party
to whom sent if delivered by courier, or (c) if mailed, on the
day of actual delivery as shown by the addressee's registered or
certified mail receipt or at the expiration of three (3) business
days after the date of mailing, whichever first occurs.

If to Pledgee:           RTC/FDIC
                    5080 Spectrum Dr., Suite 1000E
                    Dallas, Texas 75248
                    Facsimile No.: (214) 455-4520

          With copies to:

                    Peter L. Duncan, Esq.
                    Pyle Sims Duncan & Stevenson
                    401 B Street, Suite 1500
                    San Diego, CA 92101
                    Facsimile No.: (619) 687-5210

If to Pledgor:           SHF Acquisition Corporation
                    4045 Spencer Street, Suite 206
                    Las Vegas, Nevada 89119
                    Attention:  James H. Dale
                    Facsimile No.: (702) 737-1065

          With copies to:

                    Chris Konwinski, Esq.
                    Calfee & Young
                    611 North Street
                    Woodland, CA 95695
                    Facsimile No.: (916) 666-3123

                    Nile Leatham, Esq.
                    Edwards & Kolesar
                    3320 W. Sahara, Suite 380
                    Las Vegas, NV 89102
                    Facsimile No.: (510) 256-0946

All payments under this Collateral Assignment or otherwise
required by law shall be made to Pledgee at the address set forth
above or such other address as the party entitled to such payment
may designate to the other party in writing.

     11.9  ATTORNEYS' FEES.  If it becomes necessary for Pledgee
to utilize legal counsel for the enforcement of the obligations
of this Collateral Assignment, and if Pledgee is successful in
such enforcement by legal proceedings or otherwise (whether or
not suit is filed), Pledgee shall be reimbursed immediately by
Pledgor for reasonably incurred attorneys' fees (including fees
for Pledgee's in-house counsel) and other costs and expenses. 
Pledgor shall also have an immediate obligation to reimburse
Pledgee for all attorneys' fees and costs reasonably incurred in
connection with the representation of Pledgee in any liquidation,
reorganization, receivership, bankruptcy, assignment for benefit
of creditors or other debtor-relief proceeding of or relating to
Pledgor.  Until paid to Pledgee, all such sums will bear interest
from the date billed at the rate of interest set forth in the
Settlement Note.  This provision is separate and several and
shall survive the merger of this provision into any judgment.

     11.10     CONTROLLING LAW.  This Collateral Assignment shall
be construed and enforced under the laws of the State of
California applying to agreements entered into and to be
performed in the State of California.

     11.11     COUNTERPARTS.  This Collateral Assignment may be
executed in multiple counterparts, each of which shall be deemed
an original agreement, and all of which shall constitute one
agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

                         PLEDGOR:

                         SHF ACQUISITION CORPORATION,
                         a Nevada corporation

                         By: _____________________
                         Title: President

                         By: ____________________
                         Title: Secretary                   

                         PLEDGEE:

                         RESOLUTION TRUST CORPORATION,
                         acting in its capacity as receiver 
                         for San Antonio Savings Association, F.A.

                         By:     /s/                             

                         Title:   Chairman - SWAT       






                                SCHEDULE 1

                     DESCRIPTION OF SHF DEEDS OF TRUST


     1.   Amount:                  $57,000
          Trustor/Borrower:        James P. Parks and Dale A.
                                   Parks, husband and wife
          Trustee:                 Founders Title Company of
                                   Sacramento County
          Beneficiary/Lender:      SHF Acquisition Corporation
          Dated:                   February 13, 1995
          Recorded:                February 22, 1995 in Book 95-02-22
                                   of Official Records, Page 605
          Lot Encumbered:          Lot 3119 as shown on the "Plat
                                   of Rancho Murieta Unit No. 6",
                                   recorded in Book 213 of Maps,
                                   Map No. 6, records of
                                   Sacramento County


     2.   Amount:                  $70,000
          Trustor/Borrower:        Chandler T. Martin and Debra
                                   L. Martin, husband and wife
          Trustee:                 Founders Title Company of
                                   Sacramento County
          Beneficiary/Lender:      SHF Acquisition Corporation
          Dated:                   March 2, 1992
          Recorded:                March 16, 1992 in Book 92-03-16 of
                                   Official Records, Page 861
          Lot Encumbered:          Lot 3126 as shown on the "Plat
                                   of Rancho Murieta Unit No. 6",
                                   recorded in Book 213 of Maps,
                                   Map No. 6, records of
                                   Sacramento County


     3.   Amount:                  $164,160
          Trustor/Borrower:        Consolidated Kapital, Inc., a
                                   Nevada corporation
          Trustee:                 Founders Title Company of
                                   Sacramento County
          Beneficiary/Lender:      SHF Acquisition Corporation
          Dated:                   January 24, 1992
          Recorded:                February 18, 1992 in Book 92-02-18
                                   of Official Records, Page 1046
          Lot Encumbered:          Lot 3128 as shown on the "Plat
                                   of Rancho Murieta Unit No. 6",
                                   recorded in Book 213 of Maps,
                                   Map No. 6, records of
                                   Sacramento County


     4.   Amount:                 $85,360
          Trustor/Borrower:        William A. Brown, an unmarried man
          Trustee:                 Old Republic Title Company of
                                   Sacramento County
          Beneficiary/Lender:      SHF Acquisition Corporation
          Dated:                   April 6, 1995
          Recorded:                April 14, 1995 in Book 95-04-14 of
                                   Official Records, Page 890 
          Lot Encumbered:          Lot 3129 as shown on the "Plat
                                   of Rancho Murieta Unit No. 6",
                                   recorded in Book 213 of Maps,
                                   Map No. 6, records of
                                   Sacramento County


     5.   Amount:                  $76,000
          Trustor/Borrower:        John P. Xepoleas and Monterey
                                   A. Xepoleas, husband and wife
          Trustee:                 Founders Title Company of
                                   Sacramento County
          Beneficiary/Lender:      SHF Acquisition Corporation
          Dated:                   March 10, 1995
          Recorded:                March 15, 1995 in Book 95-03-15 of
                                   Official Records, Page 338
          Lot Encumbered:          Lot 3137 as shown on the "Plat
                                   of Rancho Murieta Unit No. 6",
                                   recorded in Book 213 of Maps,
                                   Map No. 6, records of
                                   Sacramento County


     6.   Amount:                  $193,800
          Trustor/Borrower:        T. E. Duerr and P. A. Duerr,
                                   Trustees of the Duerr Family
                                   Revocable Trust dated October
                                   14, 1987
          Trustee:                 Founders Title Company of
                                   Sacramento County
          Beneficiary/Lender:      SHF Acquisition Corporation
          Dated:                   July 22, 1992
          Recorded:                August 7, 1992 in Book 92-08-07 of
                                   Official Records, Page 362
          Lot Encumbered:          Lot 3147 as shown on the "Plat
                                   of Rancho Murieta Unit No. 6",
                                   recorded in Book 213 of Maps,
                                   Map No. 6, records of
                                   Sacramento County


     7.   Amount:                  $79,200
          Trustor/Borrower:        Raymond L. James and Cheryle
                                   James, husband and wife
          Trustee:                 Founders Title Company of
                                   Sacramento County
          Beneficiary/Lender:      SHF Acquisition Corporation
          Dated:                   December 7, 1994
          Recorded:                December 14, 1994 in Book 94-12-14
                                   of Official Records, Page 1438
          Lot Encumbered:          Lot 3155 as shown on the "Plat
                                   of Rancho Murieta Unit No. 6",
                                   recorded in Book 213 of Maps,
                                   Map No. 6, records of
                                   Sacramento County

                                
                                
                                
                                SCHEDULE 2

                         DESCRIPTION OF SHF NOTES


     1.   Amount:                  $57,000
          Maker:                   James P. Parks and Dale A. Parks,
                                   husband and wife
          Payee:                   SHF Acquisition Corporation
          Interest Rate:           9% fixed
          Maturity Date:           2/22/98
          Final Installment Amt.:  $57,427.50

     2.   Amount:                  $70,000
          Maker:                   Chandler T. Martin and Debra L.
                                   Martin, husband and wife
          Payee:                   SHF Acquisition Corporation
          Interest Rate:           8% fixed
          Maturity Date:           3/10/98 by written extension dated
                                   4/6/94
          Final Installment Amt.:  $70,466.67

     3.   Amount:                  $164,160
          Maker:                   Consolidated Kapital, Inc., a
                                   Nevada corporation
          Payee:                   SHF Acquisition Corporation
          Interest Rate:           8% fixed
          Maturity Date:           7/25/97 by written extension dated
                                   1/10/95
          Final Installment Amt.:  $164,254.40

     4.   Amount:                  $85,360
          Maker:                   William A. Brown, an unmarried man
          Payee:                   SHF Acquisition Corporation
          Interest Rate:           10% fixed
          Maturity Date:           4/14/98
          Final Installment Amt.:  $86,071.33

     5.   Amount:                  $76,000
          Maker:                   John P. Xepoleas and Monterey A.
                                   Xepoleas, husband and wife
          Payee:                   SHF Acquisition Corporation
          Interest Rate:           8% fixed
          Maturity Date:           3/15/98
          Final Installment Amt.:  $76,506.67

     6.   Amount:                  $193,800
          Maker:                   T. E. Duerr and P. A. Duerr,
                                   Trustees of the Duerr Family
                                   Revocable Trust dated October 14,
                                   1987
          Payee:                   SHF Acquisition Corporation
          Interest Rate:           8% fixed
          Maturity Date:           8/10/96 by written extension dated
                                   7/27/95
          Final Installment Amt.:  $195,092

     7.   Amount:                  $79,200
          Maker:                   Raymond L. James and Cheryle James,
                                   husband and wife
          Payee:                   SHF Acquisition Corporation
          Interest Rate:           10% fixed
          Maturity Date:           12/14/97
          Final Installment Amt.:  $79,860                                 
          
          
                                EXHIBIT E

                         SOLD RANCHO MURIETA LOTS

     The real property located in the unincorporated area of
County of Sacramento, State of California, described as follows:

     Lots 3119, 3126, 3128, 3129, 3137, 3147 and 3155, as shown
on the "Plat of Rancho Murieta Unit No. 6", recorded in Book 213
of Maps, Map No. 6, records of Sacramento County.                           





                                 EXHIBIT F

                        ALLONGE FORM FOR SHF NOTES







     Pay to the order of The Resolution Trust Corporation, as
Receiver for San Antonio Savings Association, F.A. ("Assignee"). 

     This endorsement is attached to and made a part of that
certain Promissory Note in the original principal amount of $     
                        dated                             , 19    
, made by                                      , a                
                        , in favor of SHF Acquisition
Corporation, a Nevada corporation ("Assignee"), [as modified by   
                              ], together with all endorsements
thereto.





     Dated:                             , 1995



                                   SHF ACQUISITION CORPORATION,
                                   a Nevada corporation

                                   By:                            
                     
                                   Title:                         
                     
                                 
                                 
                                 
                                 
                                 
                                 EXHIBIT G

                       RANCHO MURIETA DEED OF TRUST






RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO

NAME      Pyle Sims Duncan & Stevenson
ADDRESS  401 "B" Street, Ste. 1500
CITY &   San Diego, CA 92101
STATE    Attn: Ann Poppe, Esq.

         

Title Order No. 317673lSR      
Escrow No. 819178
                                                                  
                                                                  
SPACE    ABOVE    THIS    LINE   FOR    RECORDER'S    USE

DEED    OF TRUST WITH ASSIGNMENT OF RENTS AS ADDITIONAL SECURITY

This DEED OF TRUST, made                       , between

SHF Acquisition Corporation, a Nevada corporation herein called
TRUSTOR,               whose address is   
4045 Spencer Street, Suite 206, Las Vegas, Nevada  89119

  (Number and Street)            (City)   (State) (Zip Code)

CHICAGO TITLE COMPANY, a California Corporation, herein called
TRUSTEE, and The Resolution Trust Corporation, as Receiver for
San Antonio Savings Association, F.A., herein called BENEFICIARY,
Trustor irrevocably grants, transfers and assigns to Trustee in
Trust, with Power of Sale that property in            County of
Sacramento,  California, described as:


See Exhibit A attached hereto and incorporated herein by
reference


Together with the rents, issues and profits thereof, subject,
however, to the right, power and authority  hereinafter given to
and conferred upon Beneficiary to collect and apply such rents,
issues and profits.

For the Purpose of Securing (l) payment of the sum of $2,710,000**

                                                                        
To protect the security of this Deed of Trust, and with respect to
the property above described, Trustor expressly makes each and all
of the agreements, and adopts and agrees to perform and be bound by
each and all of the terms and provisions set forth in subdivision A
of that certain Fictitious Deed of Trust referenced herein, and it
is mutually agreed that all of the provisions set forth in
subdivision B of that certain Fictitious Deed of Trust recorded in
the book and page of Official Records in the office of the county
recorder of the county where said property is located, noted below
opposite the name of such county, namely:

County        Book      Page      County              Book      Page
Alameda       1288      556       Orange              7182      18
Alpine        3         130-31    Placer              1028      379
Amador        133       438       Plumas              166       1307
Butte         1330      513       Riverside           3778      347
Calaveras     185       338       Sacramento          71-10-26  615
Colusa        323       391       San Benito          300       405
Contra Costa  4684      1         San Bernardino      6213      768
Del Norte     101       549       San Francisco       A-804     596
El Dorado     704       635       San Joaquin         2855      283
Fresno        5052      623       San Luis Obispo     1311      137
Glenn         469       76        San Mateo           4778      175
Humboldt      801       83        Santa Barbara       2065      881
Imperial      1189      701       Santa Clara         6626      664
Inyo          165       672       Santa Cruz          1638      607
Kern          3756      690       Shasta              800       633
Kings         858       713       San Diego Series 5  Book1964,     
                                                      Page 149774
Lake          437       110       Sierra              38        187
Lassen        192       367       Siskiyou            506       762
Los Angeles   T-3878    874       Solano              1287      621
Madera        911       136       Sonoma              2067      427
Marin         1849      122       Stanislaus          1970      56
Mariposa      90        453       Sutter              655       585
Mendocino     667       99        Tehama              457       183
Merced        1660      753       Trinity             108       595
Modoc         191       93        Tulare              2530      108
Mono          69        302       Tuolumne            177       160
Monterey      357       239       Ventura             2607      237
Napa          704       742       Yolo                769       16
Nevada        363       94        Yuba                398       693
** and other obligations described in Exhibit B, attached hereto and
incorporated by reference
                                                                
         

T365Legal(12-94)

D/T with Assignment of Rents                             Page    I






shall inure to and bind the parties hereto, with respect to the property
above described.  Said agreements, terms and provisions contained in said
subdivisions A and B, (identical in all counties) are preprinted on the
following pages hereof and are by the within reference thereto,
incorporated herein and made a part of this Deed of Trust for all purposes
as fully as if set forth at length herein, and Beneficiary may charge for
a statement regarding the obligation secured hereby, provided the charge
thereof does not exceed the maximum allowed by laws.

In order to secure repayment of the obligations secured hereby and to **

The undersigned Trustor, requests that a copy of any notice of default and
any notice of sale hereunder be mailed to  him  at  his  address 
hereinbefore  set  forth.


STATE OF CALIFORNIA           )     Signature of Trustor
COUNTY OF    Yolo             )S.S.                                

On Nov 6, 1995 before me,
/s/ Serena Fay Pena                 
                                    SHF  Acquisition Corporation, a
                                    Nevada  corporation

                                    By:  /s/ James H. Dale
                                    Title:  President

a Notary  Public  in  and  for said County  and  State,
personally appeared James H. Dale

personally known to  me  (or  proved  to  me  on  the  basis  of 
satisfactory evidence)  to  be  the  person(s)  whose  name(s)  
is subscribed  to the within instrument and acknowledged to me that 
he executed the same in his authorized capacity(ies), and  that  by his
signature(s) on the instrument  the  person(s),  or  the  entity  upon 
behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature /s/ Serena Fay Pena
                                   (This area for official notarial seal)

**protect the security of this Deed of Trust, Trustor additionally agrees
to each covenant, condition, waiver and other agreement set forth in
Exhibit C, attached hereto and incorporated herein by reference.


T 365 Legal (12-94)
D/T With Assignment of Rents                         Page 2
                               
                               
                               
                               
                               
                               DO NOT RECORD


The following is a copy of Subdivisions A and B of the fictitious
Deed of Trust recorded in each county in California as stated in
the forgoing Deed of Trust and incorporated by reference in said
Deed of Trust as being a part thereof as if set forth at length
therein.

A. To protect the security of this Deed of Trust, Trustor agrees:
    (1) To keep said property in good condition and repair; not to
remove or demolish any building thereon; to complete or restore
promptly and in good and workmanlike manner any building which may
be constructed, damaged or destroyed thereon and to pay when due
all claims for labor performed and materials furnished therefor; to
comply with all laws affecting said property or requiring any
alterations or improvements to be made thereon; not to commit or
permit waste thereof; not to commit, suffer or permit any act upon
said property in violation of law; to cultivate, irrigate.
fertilize, fumigate, prune and do all other acts which from the
character or use of said property may be reasonably necessary, the
specific enumerations herein not excluding the general.

    (2) To provide, maintain and deliver to Beneficiary fire
insurance satisfactory to and with loss payable to Beneficiary. 
The amount collected under any fire or other insurance policy may
be applied by Beneficiary upon any indebtedness secured hereby and
in such order as Beneficiary may determine, or at option of
Beneficiary the entire amount so collected or any part thereof may
be released to Trustor.  Such application or  release shall not
cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to such notice.

    (3) To appear in and defend any action or proceeding
purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee; and to pay all costs and expenses,
including cost of evidence of title, and attorney's fees in a
reasonable sum, in any action or proceeding in which Beneficiary or
Trustee may appear, and in any suit brought by Beneficiary to
foreclose this Deed.

    (4) To pay: at least ten days before delinquency all taxes and
assessments affecting said property, including assessments on
appurtenant water stock; when due, all encumbrances, charges and
liens, with interest, on said property or any part thereof, which
appear to be prior or superior hereto; all costs, fees and expenses
of this Trust.

Should Trustor fail to make any payment or to do any act as herein
provided, then Beneficiary or Trustee, but without obligation so to
do and without notice to or demand upon Trustor and without
releasing Trustor from any obligation hereof,  may, make or do the
same in such manner and to such extent as either may deem necessary
to protect the security hereof, Beneficiary or Trustee being
authorized to enter upon said property for such purposes; appear in
and defend any action or proceeding purporting to affect the
security hereof or the rights or powers of Beneficiary or Trustee;
pay, purchase, contest or compromise any encumbrance, charge, or
lien which in the judgement of either appears to be prior or
superior hereto; and, in exercising any such powers, pay necessary
expenses, employ counsel and pay his or her reasonable fees.

    (5) To pay immediately and without demand all sums so expended
by Beneficiary or Trustee, with interest from date of expenditure
at the amount allowed by law in effect at the date hereof, and to
pay for any statement provided for by law in effect at the date
hereof regarding the obligation secured hereby, any amount demanded
by the Beneficiary not to exceed the maximum allowed by law at the
time when said statement is demanded.

B. It is mutually agreed:
     (1) That any award of damages in connection with any
condemnation for public use of or injury to said property or any
part thereof is hereby assigned and shall be paid to Beneficiary
who may apply or release such moneys received by him or her in the
same manner and with the same effect as above provided for
regarding disposition of proceeds of fire or other insurance.
    (2) That by accepting payment of any sum secured hereby after
its due date, Beneficiary does not waive his or her right either to
require prompt payment when due of all other sums so secured or to
declare default for failure so to pay.
    (3) That at any time or from time to time, without liability 
therefor and without notice, upon written request of Beneficiary
and presentation of this Deed and said note for endorsement, and
without affecting the personal liability of any person for payment
of the indebtedness secured hereby, Trustee may: reconvey any part
of said property; consent to the making of any map or plat thereof; 
join in granting any easement thereon; or join in any extension
agreement or any agreement subordinating the lien or charge hereof.
    (4) That upon written request of Beneficiary stating that all 
sums secured hereby have been paid,  and upon surrender of this
Deed and said note to Trustee for cancellation and retention or
other disposition as Trustee in its sole discretion may choose and
upon payment of its fees, Trustee shall reconvey, without warranty,
the property then held hereunder.  The recitals in such
reconveyance of any matters or facts shall be conclusive proof of
the truthfulness thereof.  The Grantee in such reconveyance may be
described as "the person or persons legally entitled thereto."
    (5) That as additional security, Trustor hereby gives to and
confers upon Beneficiary the right, power and authority,  during
the continuance of these Trusts, to collect the rents, issues and
profits of said property, reserving unto Trustor the right, prior
to any default by Trustor in payment of any indebtedness secured
hereby or in performance of any agreement hereunder, to collect and
retain such rents, issues and profits as they become due and
payable.  Upon any such default, Beneficiary may at any time
without notice,  either in person, by agent, or by a receiver to be
appointed by a court, and without regard to the adequacy of any
security for the indebtedness hereby secured, enter upon and take
possession of said property or any part thereof, in his or her own
name sue for or otherwise collect such rents, issues, and profits,
including those past due and unpaid, and apply the same, less costs
and expenses of operation and collection, including reasonable
attorney's fees,  upon any indebtedness secured hereby,  and in
such order as Beneficiary may determine.  The entering upon and
taking possession of said property, the collection of such rents,
issues and profits and the application thereof as aforesaid,  shall
not cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to such notice.
    (6) That upon default by Trustor in payment of any
indebtedness secured hereby or in performance of any agreement
hereunder, Beneficiary may declare all sums secured hereby
immediately due and payable by delivery to Trustee of written
declaration of default and demand for sale and of written notice of
default and of election to cause to be sold said property, which
notice Trustee shall cause to be filed for record.  Beneficiary
also shall deposit with Trustee this Deed, said note and all
documents evidencing expenditures secured hereby.
    After the lapse of such time as may then be required by law
following the recordation of said notice of default,  and notice of
sale having been given as then required by law.  Trustee, without
demand on Trustor, shall sell said property at the time and place
fixed by it in said notice of sale, either as a whole or in
separate parcels, and in such order as it may determine, at public
auction to the highest bidder for cash in lawful money of the
United States, payable at time of sale.  Trustee may postpone sale
of all or any portion of said property by public announcement at
such time and place of sale, and from time to time thereafter may
postpone such sale by public announcement at the time fixed by the
preceding postponement.  Trustee shall deliver to such purchaser
its deed conveying the property so sold, but without any covenant
or warranty, express or implied.  The recitals in such deed of any
matters or facts shall be conclusive proof of the truthfulness
thereof.  Any person, including Trustor, Trustee, or Beneficiary as
hereinafter defined, may purchase at such sale.
    After deducting all costs, fees and expenses of Trustee and of
this Trust, including cost of evidence of title in connection with
sale, Trustee shall apply the proceeds of sale to payment of: all
sums expended under the terms hereof,  not then repaid, with
accrued interest at the amount allowed by law in effect at the date
hereof: all other sums then secured hereby; and the remainder, if
any, to the person or persons legally entitled thereto.
    (7) Beneficiary. or any successor in ownership of any
indebtedness secured hereby, may from time to time, by instrument
in writing, substitute a successor or successors to any Trustee
named herein or acting hereunder, which instrument, executed by the
Beneficiary and duly acknowledged and recorded in the office of the
recorder of the county or counties where said property is situated,
shall be conclusive proof of proper substitution of such successor
Trustee or Trustees, who shall,  without conveyance from the
Trustee predecessor, succeed to all its title, estate, rights,
powers and duties.  Said instrument must contain the name of the
original Trustor, Trustee and Beneficiary hereunder, the book and
page where this Deed is recorded and the name and address of the
new Trustee.
    (8) That this Deed applies to, inures to the benefit of, and
binds all parties hereto, their heirs, legatees, devisees, 
administrators, executors, successors, and assigns.  The term
Beneficiary shall mean the owner and holder, including pledgees, of
the note secured hereby, whether or not named as Beneficiary
herein.  In this Deed, whenever the context so requires, the
masculine gender includes the feminine and/or the neuter, and the
singular number includes the plural.                                




                               EXHIBIT A

                          PROPERTY DESCRIPTION

     The real property located in the unincorporated area of the
County of Sacramento, State of California, described as follows:

     Lots 3102 through 3107, both inclusive, Lots 3111 through
     3117, both inclusive, Lots 3120, 3121, 3124, 3125, 3127,
     Lots 3130 through 3134, both inclusive, Lots 3144, 3150,
     3152, 3156, 3158, 3161, 3162, Lots 3164 through 3180,
     both inclusive, Lots 3182 through  3186, both inclusive,
     and Lots 3188 through 3209, both inclusive, as shown on
     the "Plat of Rancho Murieta Unit No. 6," recorded in Book
     213 of Maps, Map No. 6, records of Sacramento County.

     TOGETHER WITH:

     (a)  all buildings and improvements, now or hereafter located
thereon and owned by Trustor, all privileges and other rights now
or hereafter made appurtenant thereto including, without
limitation, all right, title and interest of Trustor in and to all
streets, roads and public places, opened or proposed, adjoining the
above-described real property ("Property") and any and all
sidewalks, alleys, strips and gores, easements and rights of way,
public or private, now or hereafter used in connection with the
Property; and

     (b)  all of the following property, if any such property
currently exists or is later acquired by Trustor:  all
architectural, structural, mechanical and engineering blueprints,
plans and specifications prepared for construction of improvements
on the Property and all studies, data and drawings related thereto;
and also all contracts and agreements of Trustor relating to the
aforesaid plans and specifications or to the aforesaid studies,
data and drawings or to the construction of improvements on the
Property, all insurance policies covering all or any part of the
Property and the proceeds therefrom, all documents, books and
records relating to the Property, all contracts for utilities,
services or materials relating to the Property, (but nothing herein
shall obligate Trustee or Beneficiary to perform the obligations of
Trustor under such contracts) all deposits, letters of credit,
performance bonds or other security given to any governmental
agency in connection with any permit or approval relating to the
Property, and all monies, certificates of deposit or accounts on
deposit with or for the benefit of Beneficiary or for the payment
of governmental impositions or insurance premiums relating to the
Property.

     To the extent any portion of the collateral described in the
preceding paragraph (b) may not be deemed to be a part of the
realty, this Deed of Trust shall constitute a security agreement
with Trustor as the debtor and Beneficiary as secured party, and
Trustor hereby grants to Beneficiary a security interest in such
collateral for the purpose of further securing all obligations
secured by this Deed of Trust.  In addition to any other rights and
remedies available to Beneficiary hereunder, Beneficiary shall have
all rights of a secured party under the Uniform Commercial Code.






                                EXHIBIT B
                                    
             ADDITIONAL OBLIGATIONS SECURED BY DEED OF TRUST
                                    

     1.   Payment of the modified promissory note ("Settlement
Note") from Dunes Hotels and Casinos Inc., a New York corporation
("Dunes") to Beneficiary dated the date hereof in the amount of
$2,710,000.00, and any extensions or renewals thereof.

     2.   Performance by Dunes of all of its agreements, covenants,
promises and obligations under the Settlement, Release and Loan
Modification Agreement dated October 24, 1995 ("Settlement
Agreement"), among Dunes, SHF Acquisition Corporation, a Nevada
corporation, M&R Investment Company, Inc., a Nevada corporation and
the Resolution Trust Corporation, as receiver for San Antonio
Savings Association, F.A.;

     3.   Payment of all future sums advanced by Beneficiary to
protect the Trust Estate, with interest thereon at the rate set
forth in the Settlement Note;

     4.   Payment of all sums and the performance of Trustor's
obligations provided in this Deed of Trust or in (i) any other
agreement now or hereafter executed by Trustor for the purpose of
further securing any indebtedness secured hereby; or (ii) any and
all modifications or substitutions of any of the foregoing; and

     5.   Payment of such additional sums and the performance of
all other obligations now or hereafter owing from Trustor or Dunes
to Beneficiary, whether otherwise secured or not, when the
instrument evidencing such obligation recites that it is intended
to be secured hereby.






                            EXHIBIT C

                 ADDITIONAL TERMS AND PROVISIONS

     1.   DUE ON SALE.   In the event Trustor or any successor in
interest to Trustor sells, conveys, alienates, assigns, transfers
or disposes of the Property or any part thereof, or any interest
therein, which is not expressly permitted under the partial release
and reconveyance provisions of this Deed of Trust, set forth below,
or becomes divested of its title or any interest therein in any
manner or way, or enters into a lease covering all or substantially
all of the Property, whether voluntary or involuntary or by
operation of law, or enters into an agreement to do so, without the
prior written consent of Beneficiary, Beneficiary may, at its
election, declare the promissory note from Dunes to Beneficiary
dated the date hereof in the amount of $2,710,000.00 ("Settlement
Note"), together with any other obligations secured by this Deed of
Trust, immediately due and payable without notice.  No waiver of
this right shall be effective unless in writing.  Consent by
Beneficiary to one such transaction shall not be deemed to be a
waiver of the rights of Beneficiary provided herein as to future or
succeeding transactions.

     2.   PARTIAL RELEASE AND RECONVEYANCE.   At any time, from
time to time, provided no default or event which would constitute
a default with the giving of notice or the passage of time, or
both, exists under the terms of this Deed of Trust, the Settlement
Note, the Settlement Agreement or any other documents securing the
Settlement Note (collectively, "Loan Documents"), Trustor shall be
entitled to partial release of a portion of the Property (a
"Parcel"), upon and subject to the following conditions:

          (a)  Any portion of the Property to be released must be
a legal parcel on a recorded final map pursuant to the Subdivision
Map Act.  Notwithstanding anything herein to the contrary, it shall
be a condition precedent to Trustor's right to obtain releases
hereunder that Trustor, at its sole expense, shall have fully
complied with all applicable federal, state and local laws,
ordinances, and rules, including, without limitation, the
California Subdivision Map Act (Government Code Sections 66410 et seq.)
and all local ordinances pertaining thereto in connection with any
Parcel so released and the unreleased portion of the Property.  If
Trustor fails to comply with any of the provisions of this
paragraph, Trustor shall not be relieved in any way of its
obligations under the Loan Documents.

          (b)  Trustor shall be entitled to the partial release of
a Parcel upon the payment to Beneficiary in cash of a release price
("Release Price") for each Parcel equal to Forty Thousand Dollars
($40,000.00).  Beneficiary shall apply such payment to outstanding
principal due on the Settlement Note.

          (c)  Easement rights granted, conveyed, transferred and
assigned hereunder to Beneficiary which are appurtenant to
individual Parcels will automatically be released to Trustor from
time to time with the release of any Parcels from this Deed of
Trust, provided, however, such easement rights to be released will
only be released as to the Parcels released and Beneficiary will
retain such easement rights to all Property and improvements
thereto, if any, remaining encumbered by this Deed of Trust.

          (d)  All remaining property shall have adequate ingress
and egress and direct access to dedicated public streets and
utilities.

          (e)  The California Department of Real Estate has issued
a Final Amended Subdivision Public Report for the Property in form
and substance approved by Beneficiary pursuant to the Subdivided
Land Law of the State of California.

          (f)  The following procedures shall be used for all
releases:

               (i)  Trustor's written request for the release must
give the legal description of the portion of the Property to be
released, and must request Beneficiary to deposit its authorization
for the partial release and its demand with a specified escrow,
which must be an institutional title company or escrow company
qualified and licensed to do an escrow business in California.  The
request must state the name and address of the escrow holder where
the authorization for the partial release and demand are to be
sent, the name of the escrow officer, and the escrow number.

               (ii) Within a reasonable time after its approval of
a release, Beneficiary will deposit the authorization for the
partial release and its demand in the escrow, but Beneficiary shall
be obligated to do so only if Beneficiary has received from Trustor
satisfactory evidence that all of the conditions to the release set
forth herein have been fulfilled.

               (iii)  No release by Beneficiary will affect any of
Trustor's obligations under the Deed of Trust or the other Loan
Documents, except to the extent that payment is actually received
by Beneficiary.  Any payments made by Trustor to Beneficiary for
the release will be credited against the principal on the
Settlement Note only upon actual receipt of the funds by
Beneficiary.  Checks received by Beneficiary will not be considered
as payment until they are collected.  Trustor will be fully
responsible for the proper performance of Beneficiary's demand by
the escrow holder.

               (iv)  Trustor will pay all costs and expenses
incurred in connection with any releases, including, but not
limited to, any and all Trustee's fees, reconveyance fees,
recording fees, premiums for title insurance endorsements,
Beneficiary's costs in connection with such release(s) and escrow
fees.

     3.   GUARANTY AND WAIVER OF SURETYSHIP DEFENSES.  

          3.1  DEED OF TRUST GIVEN AS GUARANTY.  This Deed of Trust
is intended to be a guaranty of the obligations ("Obligations") of
Dunes described in Exhibit B to this Deed of Trust, in addition to
any other guaranty, endorsement or collateral held by Beneficiary
therefor, whether or not furnished by Trustor.  

          3.2  RIGHTS OF BENEFICIARY.  The Trustor authorizes
Beneficiary, without notice or demand and without affecting
Trustor's obligations hereunder, from time to time:

               (i)  to renew, extend, increase, accelerate or
otherwise change the time for payment of, the terms of or the
interest on the Settlement Note;

               (ii) to take from any party and hold collateral for
the payment or performance of the Settlement Note or any part
thereof, and to exchange, enforce or release such collateral or any
part thereof;

               (iii) to accept and hold any endorsement or guaranty
of payment or performance of the Settlement Note or any part
thereof and to release or substitute any such endorser or
guarantor, or any party who has given any security interest in any
collateral as security for the payment or performance of the
indebtedness or any part thereof, or any other party in any way
obligated to pay or perform the indebtedness or any part thereof;

               (iv)  to direct the order or manner of the
disposition of any and all collateral and the enforcement of any
and all endorsements and guaranties relating to the indebtedness or
any part thereof as Beneficiary, in its sole discretion, may
determine; and

               (v)  to determine how, when and what application of
payments and credits, if any, shall be made on the indebtedness or
any part thereof, and to apply the same upon principal or interest
or the portion thereof, if any, in excess of the amounts guaranteed
under this Deed of Trust.
  
          3.3  GUARANTOR WAIVERS.  Trustor waives and relinquishes
all rights and remedies accorded by applicable law to sureties or
guarantors and agrees not to assert or take advantage of any such
rights or remedies, including without limitation (a) any right to
require Beneficiary to proceed against Dunes or any other person or
to proceed against or exhaust any security held by Beneficiary at
any time or to pursue any other remedy in Beneficiary's power
before exercising Beneficiary's remedies under this Deed of Trust,
(b) the defense of the statute of limitations in any action
hereunder or in any action for the collection or performance of the
Settlement Note, (c) demand, presentment, protest and notice of any
kind in connection with the Settlement Note, (d) any rights and
defenses arising out of an election of remedies by Beneficiary,
even though that election of remedies, such as a nonjudicial
foreclosure with respect to security for a guaranteed obligation,
has destroyed or otherwise impaired the subrogation rights of
Trustor, the right of Trustor to proceed against Dunes for
reimbursement, or both, by operation of Section 580d of the Code of
Civil Procedure or otherwise, (e) any defense based upon any
statute or rule of law which provides that the obligation of a
surety must be neither larger in amount nor in other respects more
burdensome than that of the principal, (f) any duty on the part of
Beneficiary to disclose to Trustor any facts Beneficiary may now or
hereafter know about Dunes, regardless of whether Beneficiary has
reason to believe that any such facts materially increase the risk
beyond that which Trustor intends to assume, or has reason to
believe that such facts are unknown to Trustor, or has a reasonable
opportunity to communicate such facts to Trustor, since Trustor
acknowledges that Trustor is fully responsible for being and
keeping informed of the financial condition of Dunes and of all
circumstances bearing on the risk of non-payment of the Settlement
Note, (g) any defense arising because of Beneficiary's election, in
any proceeding instituted under the Federal Bankruptcy Code, of the
application of Section 1111(b)(2) of the Federal Bankruptcy Code,
and (h) any defense based upon any borrowing or grant of a security
interest under Section 364 of the Federal Bankruptcy Code.  Without
limiting the generality of the foregoing, Trustor hereby expressly
waives any and all benefits which might otherwise be available to
Trustor under California Civil Code Sections 2809, 2810, 2819,
2839, 2845, 2849, 2850, 2899 and 3433, and California Code of Civil
Procedure Sections 580a, 580b, 580d and 726.  This is a waiver
within the meaning of California Civil Code Section 2856.

     3.4  WAIVER OF SUBROGATION.  Trustor hereby waives all rights
of subrogation, reimbursement, indemnity, and contribution, all
rights to enforce any remedy Beneficiary may have against Dunes and
all rights to participate in any security held by Beneficiary for
the obligations hereby guaranteed, including any such right or any
other right set forth in either of Sections 2848 or 2849 of the
California Civil Code, as well as any defense based upon the
impairment of any subrogation, reimbursement, indemnity, or
contribution rights, or of any of the other foregoing rights, that
Trustor might have absent the foregoing waiver; and agrees (i) not
to seek to enforce or to obtain any such right, or to accept any
payment from any other person, in violation of the foregoing
waiver, and (ii) that any agreement or other understanding at any
time entered into with any person granting any such right to
Trustor shall be null and void.

4.   INSPECTION AND RECEIVERSHIP RIGHTS.  The capitalized terms
used in this PARAGRAPH 4 shall have the meanings assigned to them
in the Settlement Agreement.  Upon Beneficiary's reasonable belief
of the existence of a past or present Release or threatened Release
not previously disclosed by Trustor in connection with the
execution of this Deed of Trust, or upon Beneficiary's reasonable
belief that Trustor has failed to comply with any environmental
provision in the Settlement Agreement, Beneficiary shall give
Trustor ten (10) days' prior written notice (except in the case of
an emergency) of such belief, in accordance with the notice
provisions in the Settlement Agreement.  If Trustor fails to
respond to such concerns to the reasonable satisfaction of
Beneficiary within such ten (10) day period, Beneficiary or its
representatives, employees and agents, may from time to time and at
all reasonable times enter and inspect the Property and every part
of it (including all samples of soil and groundwater) and perform
those acts and things that Beneficiary deems necessary or desirable
to inspect, investigate, assess and protect the security of this
Deed of Trust, for the purpose of determining (a) the existence,
location, nature and magnitude of any past or present Release or
threatened Release; (b) the presence of any Hazardous Substances on
or about the Property in violation of any Hazardous Substance Law;
and (c) the compliance by Trustor of every environmental provision
of the Settlement Agreement.

     In furtherance of the purposes above, without limitation of
any of its other rights, Beneficiary may:  (i) obtain a court order
to enforce Beneficiary's right to enter and inspect the Property
under Civil Code Section 2929.5, and (ii) have a receiver appointed under
Code of Civil Procedure Section 564 to enforce Beneficiary's right to
enter and inspect the Property for the purpose set forth above.

     All reasonable costs and expenses incurred by Beneficiary with
respect to the audits, tests, inspections and examinations that
Beneficiary or its agents, representatives or employees may
conduct, including the fees of the engineers, laboratories,
contractors, consultants and attorneys, will be paid by Trustor. 
All reasonable costs or expenses incurred by Trustee and
Beneficiary pursuant to this PARAGRAPH 4 will bear interest at the
rate set forth in the Settlement Note from the date they are
incurred until those sums have been paid in full.

5.   ATTORNEYS' FEES.  Notwithstanding any other provision in this
Deed of Trust, if it becomes necessary for Beneficiary to utilize
legal counsel for the enforcement of the obligations of this Deed
of Trust, and if Beneficiary is successful in such enforcement by
legal proceedings or otherwise (whether or not suit is filed),
Beneficiary shall be reimbursed immediately by Trustor for
reasonably incurred attorneys' fees (including fees for
Beneficiary's in-house counsel) and other costs and expenses. 
Trustor shall also have an immediate obligation to reimburse
Beneficiary for all attorneys' fees and costs reasonably incurred
in connection with the representation of Beneficiary in any
liquidation, reorganization, receivership, bankruptcy, assignment
for benefit of creditors or other debtor-relief proceeding of or
relating to Dunes or Trustor.  Until paid to Beneficiary, all such
sums will bear interest from the date billed at the rate of
interest set forth in the Settlement Note.  This provision is
separate and several and shall survive the merger of this provision
into any judgment.

     Trustor shall and does hereby agree that, if all or a portion
of the principal sum of the Settlement Note has, prior to its
maturity date, become due or been declared due by reason of an
Event of Default (as defined in the Settlement Note) the entire
amount then due under the terms of the Settlement Note shall
include all attorneys' fees and costs and expenses which are
actually incurred as stated above, notwithstanding the provisions
of Section 2924c(d) and Section 2924d of the California Civil Code.          




                               EXHIBIT H

                        UNSOLD RANCHO MURIETA LOTS


     The real property located in the unincorporated area of
County of Sacramento, State of California, described as follows:

     Lots 3102 through 3107, both inclusive, Lots 3111 through
3117, both inclusive, Lots 3120, 3121, 3124, 3125, 3127, Lots
3130 through 3134, both inclusive, Lots 3144, 3150, 3152, 3156,
3158, 3161, 3162, Lots 3164 through 3180, both inclusive, Lots
3182 through 3186, both inclusive, and Lots 3188 through 3209,
both inclusive, as shown on the "Plat of Rancho Murieta Unit No.
6," recorded in Book 213 of Maps, Map No. 6, records of
Sacramento County.                                 





                                EXHIBIT I

                           NEVADA DEED OF TRUST






SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS

THIS DEED OF TRUST, made this        day of          , between
SHF  Acquisition Corporation, a Nevada  Corporation         ,
herein called TRUSTOR, whose address is   
4045  Spencer  Street,  Ste.   206,  Las Vegas,  Nevada   89119
(number and street)                    (city)   (state) (zip code)

and The Resolution Trust Corporation, as Receiver for San Antonio
Savings Association, F.A.
herein called BENEFICIARY,

whose address is 5080  Spectrum  Dr., Ste. 100E Dallas  Texas    95248
                 (number and street)            (city) (state) (zip code)
and  CHICAGO TITLE AGENCY OF LAS VEGAS, A NEV.  CORP.  herein
called TRUSTEE,
    WITNESSETH: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND
    ASSIGNS TO TRUSTEE IN TRUST, WITH POWER OF SALE, that property 
    in Clark County, Nevada described as:

    See  Exhibit  A  attached  hereto  and  incorporated  herein 
    by  reference

    *   and  the  other  obligations  in  Exhibit  B,  attached 
    hereto  and
         incorporated  herein  by  reference.

    ** In order to secure repayment of the obligations secured
    hereby and to protect the  security of this Deed of Trust,
    Trustor additionally agrees to each covenant condition,
    waiver and other agreement set forth in Exhibit C,  attached
    hereto and incorporated herein by reference.

     TOGETHER WITH the rents,  issues and profits thereof, 
SUBJECT,  HOWEVER,  to the right,  power and authority given to
and conferred upon Beneficiary by paragraph (10) of the
provisions incorporated herein by reference to collect and apply
such rents, issues and profits.

     FOR THE PURPOSE OF SECURING: 1. Performance of each
agreement of Trustor incorporated by reference or contained
herein. 2. Payment of the indebtedness evidenced by one
promissory note of even date herewith, and any extension or
renewal thereof, in the principal sum of $2,710,000*
                                                                  
                                                                  
                     TO PROTECT THE SECURITY OF THIS DEED OF
TRUST, TRUSTOR AGREES:  By the execution and delivery of this
Deed of Trust and the note secured hereby, that  provisions (1)
to (16)  inclusive of the Deed of Trust recorded in the Book and
at the page, or document No. of Official records in the Office of
the county recorder of the county where said property is located,
noted below opposite the name of such county, viz.:





COUNTY        DOCUMENT No.            BOOK      PAGE
Clark              413987              514            
Churchill          104132              34 migs   581
Douglas            24495               22        415
Elko               14831               43        343
Esmeralda          26291               311 deeds 136-141
Eureka             39802               3         283
Humboldt           116986              3         83
Lander             41172               3         758
Lincoln            41282               0 migs    467
Washoe             407206              734       221
Lyon               88436               31 migs   449
Mineral            76848               16 migs   534-537
Nye                47157               67        163
Ormsby             72637               19        102
Pershing           57486               28        58
Storey             28673               R migs    112
White Pine         126126              261       341-344
                                                 
(which provisions, identical in all counties, are printed on the
reverse hereof) hereby are adopted and incorporated herein and
made a part hereof as fully as though set forth herein at length;
that he will observe and perform said provisions; and that the
references to property, obligations, and parties in said
provisions shall be construed to refer to the property,
obligations, and parties set forth in this Deed of Trust. **

     The undersigned Trustor requests that a copy of any Notice
of Default and of any Notice of Sale hereunder be mailed to him
at his address herein before set forth.

STATE OF NEVADA,        )  SS.
COUNTY OF               )              SHF Acquisition Corporation,
on                 personally          a Nevada Corporation
appeared before me, a Notary Public,   By: /s/ James H. Dale
                                       Title: President

who acknowledged that he executed the above instrument.
Signature                              Title Order No.
              (Notary Public)                         
                                       Escrow or Loan No.
                                       SPACE BELOW THIS LINE
                                       FOR RECORDER'S USE
         Notarial Seal
     THIS FORM COMPLIMENTS OF
CHICAGO TITLE AGENCY OF LAS VEGAS, INC.
       WHEN RECORDED MAIL TO                                     
 
Name              ATTN:  Ann Poppe, Esq.
Street            Pyle Sims Duncan & Stevenson
Address           401 "B" Street, Ste. 1500
City & State      San Diego,  CA  92101





DO NOT RECORD
   
     The following is a copy of provisions (1) to (16) inclusive,
of the deed of trust, recorded in each county in Nevada, as stated
in the foregoing Deed of Trust and incorporated by reference in
said Deed of Trust as being a part thereof as set forth at length
therein.

To Protect the Security of This Deed of Trust, Trustor Agrees:

    1. To properly care for and keep said property in good
condition and repair, not to remove or demolish any building
thereon: to complete in a good and workmanlike manner any building
which may be constructed thereon, and to pay when due all claims
for labor performed and materials furnished therefor: to comply
with all laws, ordinances and regulations requiring any alterations
or improvements to be made thereon: not to commit or permit any
waste thereof; not to commit suffer or permit any act to be done in
or upon said property in violation of law; to cultivate, irrigate,
fertilize, fumigate, prune and/or do any other act or acts. all in
a timely and proper manner, which, from the character or use of
said property, may be reasonably necessary, the specific
enumerations herein not excluding the general.

    2. The Grantor agrees to pay and discharge all costs, fees and
expenses of these Trusts, including cost of evidence of title and
Trustee's fees in connection with sale, whether completed or not,
which amounts shall become due upon delivery to Trustee of
Declaration of Default and Demand  for sale, as hereinafter
provided.

    3. The amount collected under any fire insurance policy shall
be credited: first, to accrued interest, next to expenditures
hereunder, and any remainder upon the principal, and interest shall
thereupon cease upon the amount so credited upon principal:
provided, however, that at the option of the Beneficiary, the
entire amount collected under the policies or any part thereof may
be released to the Grantor, without liability upon the Trustee for
such release.

    4. The Grantor promise and agrees that if, during the
existence of the Trust there be commenced or pending any suit or
action affecting said conveyed premises, or any part thereof, of
the title thereto, or if any adverse claim for or against said
premises, or any part thereof, be made or asserted, he will in and
defend any such matter purporting to affect the security and will
pay all costs and damages arising because of such action.

    5. Any award of damages in connection with any condemnation
for public use of or injury to any property or any part thereof is
hereby assigned and shall be paid to Beneficiary, who may apply or
release such moneys received by him in the same manner and with the
same affect as herein provided for disposition of proceeds of
insurance.

    6. Trustee shall be under no obligation to notify any party
hereto of any pending sale hereunder or of action or proceeding of
any kind in which Grantor, beneficiary and/or Trustee shall be
named as defendant, unless brought by Trustee.

    7. Acceptance by Beneficiary of any sum in payment of any
indebtedness secured hereby, after the date when the same is due,
shall not constitute a waiver of the right either to require prompt
payment, when due, of all sums so secured or to declare default as
herein provided for failure so to pay.

    8. Trustee may, at any time, or from time to time, without
liability therefor and without notice, upon written request of
Beneficiary and presentation of this Deed of Trust and the notes
secured hereby for endorsement, and without affecting the personal
liability of any person for payment of the indebtedness secured
hereby or the effect of this Deed of Trust upon the remainder of
said property; reconvey any part of said property; consent in
writing to the making of any map or plat thereof; join in granting
any easement thereon; or join in any extension agreement or
subordination agreement in connection herewith.

    9. Upon receipt of written request from Beneficiary reciting
that all sums secured hereby have been paid and upon surrender of
this Deed and said note to Trustee for cancellation and retention
and upon payment of its fees, the Trustee shall reconvey without
warranty the property then held hereunder.  The recitals in such
reconveyance of any matters of fact shall
be conclusive proof of the truth thereof.  The Grantee in such
reconveyance may be described in general terms as "the person or
persons legally entitled thereto" and Trustee is authorized to
retain this Deed of Trust and note.

    (a)  Should default be made by Grantor in payment of any
         indebtedness secured hereby  and/ or  in performance of
         any agreement herein, then Beneficiary may declare all
         sums secured hereby immediately due by delivery to
         Trustee of a written declaration of default and demand
         for sale, and of written notice of default and election
         to cause said property to be sold (which notice Trustee
         shall cause to be filed for record) and shall surrender
         to Trustee this Deed, the notes and all documents
         evidencing any expenditure secured hereby.

    10. After three months shall have elapsed following
recordation of any such notice of default, Trustee shall sell said
property at such time and at such place in the State of Nevada as
the Trustee, in its sole discretion, shall deem best to accomplish
the objects of these Trusts, having first given notice of such sale
as then required by law.  Place of sale may be either in the county
in which the property to be sold, or any part thereof, is situated,
or at an office of the Trustee located in the State of Nevada.

    (a)  The Grantor, Pledgor and Mortgagor of the personal
         property herein pledged and/or mortgaged waives any and
         all other demands or notices as conditions precedent to
         sale of such personalty.

    (b)  Trustee may postpone sale of all, or any portion, of said
         property by public announcement at the time fixed by said
         notice of sale, and may thereafter postpone said sale
         from time to time by public announcement at the time
         previously appointed.

    (c)  At the time of sale so fixed, Trustee may sell the
         property so advertised or any part thereof, either as a
         whole or in separate parcels at its sole discretion, at
         public auction, to the highest bidder for cash in lawful
         money of the United States, payable at time of sale, and
         shall deliver to such purchaser a deed conveying the
         property so sold, but without covenant or warranty,
         express or implied.  Grantor hereby agrees to surrender,
         immediately and without demand, possession of said
         property to such purchaser.

    11. Trustee shall apply the proceed of any such sale to
payment of expenses of sale and all charges and expenses of Trustee
and of these Trusts, including cost of evidence of title and
Trustee's fee in connection with sale; all sums expended under the
terms hereof, not then repaid, with accrued interest at the rate of
ten per cent (10%) per annum; all other sums then secured hereby,
and the remainder, if any, to the person or persons legally
entitled thereto.

    12. The Beneficiary or assigns may, at any time, by instrument
in writing, appoint a successor or successors to the Trustee named
herein or acting hereunder, which instrument, executed and
acknowledged by beneficiary, and recorded in the Office of the
County Recorder of the County or Counties wherein said property is
situated, shall be conclusive proof of the proper substitution of
such successor or trustee, who shall have all the estate, powers,
duties and trusts in the premises vested in or conferred on the
original Trustee.  If there be more than one Trustee, either may
act alone and execute the Trusts upon the request of the
Beneficiary and his acts shall be deemed to be the acts of all
Trustees, and the recital in any conveyance executed by such sole
trustee of such requests shall be conclusive evidence thereof, and
of the authority of such sole Trustee to act.

    13. This Deed of Trust applies to, inures to the benefit of,
and binds all parties hereto, their heirs, legatees, devisee,
administrators, executors, successors and assigns.

    14. Trustee accepts these trusts when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by
law.

    15. In this Deed of Trust, whenever the context so requires,
the masculine gender includes the feminine and/or neuter, and the
singular number includes the plural, and the term Beneficiary shall
include any further holder, including pledgees, of the note secured
hereby.

    16. Where not inconsistent with the above the following
covenants, No.1; 3, 4 (10%); 5 ;  6; 8; of NRS 107.030 are hereby
adopted and made a part of this Deed of Trust.


                               DO NOT RECORD
                       REQUEST FOR FULL RECONVEYANCE
                  To be used only when note has been paid
To CHICAGO TITLE AGENCY OF LAS VEGAS, INC. TRUSTEE;      Dated
    The undersigned is the legal owner and holder of all
indebtedness secured by the within Deed of Trust.  All sums secured
by said Deed of Trust have been fully paid and satisfied; and you
are hereby requested and directed, on payment to you of any sums
owing to you under the terms of said Deed of Trust, to cancel all
evidences of indebtedness, secured by said Deed of Trust, delivered
to you herewith together with said Deed of Trust and to reconvey,
without warranty, to the parties designated by the terms of said
Deed of Trust, the estate now held by you under the same.

         Mail Reconveyance To:



                                       By

                                       By

      Do not lose or destroy this Deed of Trust OR THE NOTE which it
secures.  Both must be delivered to the Trustee for cancellation before 
reconveyance will be made.
                                
                                
                                
                                
                                
                                EXHIBIT A

                          PROPERTY DESCRIPTION

     PARCEL ONE (1) AS SHOWN BY MAP THEREOF IN FILE 75 OF
     PARCEL MAPS, PAGE 5, OF OFFICIAL RECORDS OF CLARK COUNTY,
     NEVADA    

                               
     TOGETHER WITH:

     (a)  all buildings and improvements, now or hereafter located
thereon and owned by Trustor, all privileges and other rights now
or hereafter made appurtenant thereto including, without
limitation, all right, title and interest of Trustor in and to all
streets, roads and public places, opened or proposed, adjoining the
above-described real property ("Property") and any and all
sidewalks, alleys, strips and gores, easements and rights of way,
public or private, now or hereafter used in connection with the
Property; and

     (b)  all of the following property, if any such property
currently exists or is later acquired by Trustor:  all
architectural, structural, mechanical and engineering blueprints,
plans and specifications prepared for construction of improvements
on the Property and all studies, data and drawings related thereto;
and also all contracts and agreements of Trustor relating to the
aforesaid plans and specifications or to the aforesaid studies,
data and drawings or to the construction of improvements on the
Property, all insurance policies covering all or any part of the
Property and the proceeds therefrom, all documents, books and
records relating to the Property, all contracts for utilities,
services or materials relating to the Property, (but nothing herein
shall obligate Trustee or Beneficiary to perform the obligations of
Trustor under such contracts) all deposits, letters of credit,
performance bonds or other security given to any governmental
agency in connection with any permit or approval relating to the
Property, and all monies, certificates of deposit or accounts on
deposit with or for the benefit of Beneficiary or for the payment
of governmental impositions or insurance premiums relating to the
Property.

     To the extent any portion of the collateral described in the
preceding paragraph (b) may not be deemed to be a part of the
realty, this Deed of Trust shall constitute a security agreement
with Trustor as the debtor and Beneficiary as secured party, and
Trustor hereby grants to Beneficiary a security interest in such
collateral for the purpose of further securing all obligations
secured by this Deed of Trust.  In addition to any other rights and
remedies available to Beneficiary hereunder, Beneficiary shall have
all rights of a secured party under the Uniform Commercial Code.

                                
                                
                                
                                
                                
                                EXHIBIT B
                                    
             ADDITIONAL OBLIGATIONS SECURED BY DEED OF TRUST
                                    

     1.   Payment of the modified promissory note ("Settlement
Note") from Dunes Hotels and Casinos Inc., a New York corporation
("Dunes") to Beneficiary dated the date hereof in the amount of
$2,710,000.00, and any extensions or renewals thereof.

     2.   Performance by Dunes of all of its agreements, covenants,
promises and obligations under the Settlement, Release and Loan
Modification Agreement dated October 24, 1995 ("Settlement
Agreement"), among Dunes, SHF Acquisition Corporation, a Nevada
corporation, M&R Investment Company, Inc., a Nevada corporation,
and the Resolution Trust Corporation, as receiver for San Antonio
Savings Association, F.A.;

     3.   Payment of all future sums advanced by Beneficiary to
protect the Trust Estate, with interest thereon at the rate set
forth in the Settlement Note;

     4.   Payment of all sums and the performance of Trustor's
obligations provided in this Deed of Trust or in (i) any other
agreement now or hereafter executed by Trustor for the purpose of
further securing any indebtedness secured hereby; or (ii) any and
all modifications or substitutions of any of the foregoing; and

     5.   Payment of such additional sums and the performance of
all other obligations now or hereafter owing from Trustor or Dunes
to Beneficiary, whether otherwise secured or not, when the
instrument evidencing such obligation recites that it is intended
to be secured hereby.





                           EXHIBIT C
                 ADDITIONAL TERMS AND PROVISIONS

     1.   DUE ON SALE.   In the event Trustor or any successor in
interest to Trustor sells, conveys, alienates, assigns, transfers
or disposes of the Property or any part thereof, or any interest
therein, which is not expressly permitted under the partial release
and reconveyance provisions of this Deed of Trust, set forth below,
or becomes divested of its title or any interest therein in any
manner or way, or enters into a lease covering all or substantially
all of the Property, whether voluntary or involuntary or by
operation of law, or enters into an agreement to do so, without the
prior written consent of Beneficiary, Beneficiary may, at its
election, declare the promissory note from Dunes to Beneficiary
dated the date hereof in the amount of $2,710,000.00 ("Settlement
Note"), together with any other obligations secured by this Deed of
Trust, immediately due and payable without notice.  No waiver of
this right shall be effective unless in writing.  Consent by
Beneficiary to one such transaction shall not be deemed to be a
waiver of the rights of Beneficiary provided herein as to future or
succeeding transactions.

     2.   PARTIAL RELEASE AND RECONVEYANCE.   At any time, from
time to time, provided no default or event which would constitute
a default with the giving of notice or the passage of time, or
both, exists under the terms of this Deed of Trust, the Settlement
Note, the Settlement Agreement or any other documents securing the
Settlement Note (collectively, "Loan Documents"), Trustor shall be
entitled to partial release of a portion of the Property (a
"PARCEL"), upon and subject to the following conditions:

          (a)  Any portion of the Property to be released must be
a legal parcel on a recorded final map as defined in NRS 278.0145. 
Notwithstanding anything herein to the contrary, it shall be a
condition precedent to Trustor's right to obtain releases hereunder
that Trustor, at its sole expense, shall have fully complied with
all applicable federal, state and local laws, ordinances, and
rules, including, without limitation, Chapter 278 of Nevada Revised
Statutes, entitled "Planning and Zoning," and all local ordinances
pertaining thereto in connection with any Parcel so released and
the unreleased portion of the Property.  If Trustor fails to comply
with any of the provisions of this paragraph, Trustor shall not be
relieved in any way of its obligations under the Loan Documents.

          (b)  Trustor shall be entitled to the partial release of
a Parcel upon the payment to Beneficiary in cash of a release price
("Release Price") for each Parcel equal to Six Thousand Dollars
($6,000.00).  Beneficiary shall apply such payments to outstanding
principal due on the Settlement Note.

          (c)  Easement rights granted, conveyed, transferred and
assigned hereunder to Beneficiary which are appurtenant to
individual Parcels will automatically be released to Trustor from
time to time with the release of any Parcels from this Deed of
Trust, provided, however, such easement rights to be released will
only be released as to the Parcels released and Beneficiary will
retain such easement rights to all Property and improvements
thereto, if any, remaining encumbered by this Deed of Trust.

          (d)  All remaining property shall have adequate ingress
and egress and direct access to dedicated public streets and
utilities.

          (e)  The Governing Body, as defined in NRS 278.015, has
approved the recording of the Final Map in form and substance
approved by Beneficiary.

          (f)  The following procedures shall be used for all
releases:

               (i)  Trustor's written request for the release must
give the legal description of the portion of the Property to be
released, and must request Beneficiary to deposit its authorization
for the partial release and its demand with a specified escrow,
which must be an institutional title company or escrow company
qualified and licensed to do an escrow business in Nevada.  The
request must state the name and address of the escrow holder where
the authorization for the partial release and demand are to be
sent, the name of the escrow officer, and the escrow number.

               (ii) Within a reasonable time after its approval of
a release, Beneficiary will deposit the authorization for the
partial release and its demand in the escrow, but Beneficiary shall
be obligated to do so only if Beneficiary has received from Trustor
satisfactory evidence that all of the conditions to the release set
forth herein have been fulfilled.

               (iii)  No release by Beneficiary will affect any of
Trustor's obligations under the Deed of Trust or the other Loan
Documents, except to the extent that payment is actually received
by Beneficiary.  Any payments made by Trustor to Beneficiary for
the release will be credited against the principal on the
Settlement Note only upon actual receipt of the funds by
Beneficiary.  Checks received by Beneficiary will not be considered
as payment until they are collected.  Trustor will be fully
responsible for the proper performance of Beneficiary's demand by
the escrow holder.

               (iv)  Trustor will pay all costs and expenses
incurred in connection with any releases, including, but not
limited to, any and all Trustee's fees, reconveyance fees,
recording fees, premiums for title insurance endorsements,
Beneficiary's costs in connection with such release(s) and escrow
fees.

     3.   SUBORDINATION.  At any time, from time to time, provided
no default or event which would constitute a default with the
giving of notice or the passage of time, or both, exists under the
terms of any of the Loan Documents, Beneficiary agrees to
subordinate its rights under this Deed of Trust to the rights of
the person owning the real property which is located west of the
Property, between Clayton Street and Simmons Street ("Neighboring
Property Owner") for an easement for water, sewer and all other
utilities across the Property ("Easement").  Beneficiary's
obligation to subordinate shall be conditioned upon the following:

          (a)  Beneficiary shall receive all net proceeds of any
agreements by Trustor to grant easement rights to the Neighboring
Property Owner ("Easement Agreement") and shall apply such net
proceeds to outstanding principal due under the Settlement Note. 
The term "net proceeds" as used herein shall be the funds to be
paid to Trustor pursuant to the Easement Agreement, reduced by the
reasonable actual costs incurred by Trustor to negotiate and
provide the Easement, including, but not limited to, engineering
fees, surveying fees, attorneys' fees, escrow fees, recording fees
and title insurance costs; and

          (b)  The grant of Easement shall not significantly impair
the overall value or development of the Property.

     Contemporaneously with the closing of the Easement Agreement
and upon Trustor's compliance with the conditions set forth above,
Beneficiary agrees to execute any and all documents reasonably
required by the title company necessary to document the
subordination of this Deed of Trust to the Easement.
     
     4.   GUARANTY AND WAIVER OF SURETYSHIP DEFENSES.  

          4.1  DEED OF TRUST GIVEN AS GUARANTY.  This Deed of Trust
is intended to be a guaranty of the obligations ("Obligations") of
Dunes described in Exhibit B to this Deed of Trust, in addition to
any other guaranty, endorsement or collateral held by Beneficiary
therefor, whether or not furnished by Trustor.  

          4.2  RIGHTS OF BENEFICIARY.  The Trustor authorizes
Beneficiary, without notice or demand and without affecting
Trustor's obligations hereunder, from time to time:

               (i)  to renew, extend, increase, accelerate or
otherwise change the time for payment of, the terms of or the
interest on the Settlement Note;

               (ii) to take from any party and hold collateral for
the payment or performance of the Settlement Note or any part
thereof, and to exchange, enforce or release such collateral or any
part thereof;

               (iii) to accept and hold any endorsement or guaranty
of payment or performance of the Settlement Note or any part
thereof and to release or substitute any such endorser or
guarantor, or any party who has given any security interest in any
collateral as security for the payment or performance of the
indebtedness or any part thereof, or any other party in any way
obligated to pay or perform the indebtedness or any part thereof;

               (iv)  to direct the order or manner of the
disposition of any and all collateral and the enforcement of any
and all endorsements and guaranties relating to the indebtedness or
any part thereof as Beneficiary, in its sole discretion, may
determine; and

               (v)  to determine how, when and what application of
payments and credits, if any, shall be made on the indebtedness or
any part thereof, and to apply the same upon principal or interest
or the portion thereof, if any, in excess of the amounts guaranteed
under this Deed of Trust.

          4.3  GUARANTOR WAIVERS.  Trustor waives and relinquishes
all rights and remedies accorded by applicable law to sureties or
guarantors and agrees not to assert or take advantage of any such
rights or remedies, including without limitation (a) any right to
require Beneficiary to proceed against Dunes or any other person or
to proceed against or exhaust any security held by Beneficiary at
any time or to pursue any other remedy in Beneficiary's power
before exercising Beneficiary's remedies under this Deed of Trust,
(b) the defense of the statute of limitations in any action
hereunder or in any action for the collection or performance of the
Settlement Note, (c) demand, presentment, protest and notice of any
kind in connection with the Settlement Note, (d) any rights and
defenses arising out of an election of remedies by Beneficiary,
even though that election of remedies has destroyed or otherwise
impaired the subrogation rights of Trustor, the right of Trustor to
proceed against Dunes for reimbursement, or both, (e) any defense
based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal, (f) any
duty on the part of Beneficiary to disclose to Trustor any facts
Beneficiary may now or hereafter know about Dunes, regardless of
whether Beneficiary has reason to believe that any such facts
materially increase the risk beyond that which Trustor intends to
assume, or has reason to believe that such facts are unknown to
Trustor, or has a reasonable opportunity to communicate such facts
to Trustor, since Trustor acknowledges that Trustor is fully
responsible for being and keeping informed of the financial
condition of Dunes and of all circumstances bearing on the risk of
non-payment of the Settlement Note, (g) any defense arising because
of Beneficiary's election, in any proceeding instituted under the
Federal Bankruptcy Code, of the application of Section 1111(b)(2)
of the Federal Bankruptcy Code, and (h) any defense based upon any
borrowing or grant of a security interest under Section 364 of the
Federal Bankruptcy Code.  Without limiting the generality of the
foregoing, Trustor hereby expressly waives any and all benefits
which might otherwise be available to Trustor under Nevada Revised
Statutes Sections 40.430, 40.475 and 40.485.  This is a waiver
within the meaning of Nevada Revised Statutes Section 40.495.

     4.4  WAIVER OF SUBROGATION.  Trustor hereby waives all rights
of subrogation, reimbursement, indemnity, and contribution, all
rights to enforce any remedy Beneficiary may have against Dunes and
all rights to participate in any security held by Beneficiary for
the obligations hereby guaranteed, including any such right or any
other right set forth in either of Sections 40.475 or 40.485 of the
Nevada Revised Statutes, as well as any defense based upon the
impairment of any subrogation, reimbursement, indemnity, or
contribution rights, or of any of the other foregoing rights, that
Trustor might have absent the foregoing waiver; and agrees (i) not
to seek to enforce or to obtain any such right, or to accept any
payment from any other person, in violation of the foregoing
waiver, and (ii) that any agreement or other understanding at any
time entered into with any person granting any such right to
Trustor shall be null and void.

5.   INSPECTION AND RECEIVERSHIP RIGHTS.  The capitalized terms
used in this Paragraph 5 shall have the meanings assigned to them
in the Settlement Agreement.  Upon Beneficiary's reasonable belief
of the existence of a past or present Release or threatened Release
not previously disclosed by Trustor in connection with the
execution of this Deed of Trust, or upon Beneficiary's reasonable
belief that Trustor has failed to comply with any environmental
provision in the Settlement Agreement, Beneficiary shall give
Trustor ten (10) days' prior written notice (except in the case of
an emergency) of such belief, in accordance with the notice
provisions in the Settlement Agreement.  If Trustor fails to
respond to such concerns to the reasonable satisfaction of
Beneficiary within such ten (10) day period, Beneficiary or its
representatives, employees and agents, may from time to time and at
all reasonable times enter and inspect the Property and every part
of it (including all samples of soil and groundwater) and perform
those acts and things that Beneficiary deems necessary or desirable
to inspect, investigate, assess and protect the security of this
Deed of Trust, for the purpose of determining (a) the existence,
location, nature and magnitude of any past or present Release or
threatened Release; (b) the presence of any Hazardous Substances on
or about the Property in violation of any Hazardous Substance Law;
and (c) the compliance by Trustor of every environmental provision
of the Settlement Agreement.

     In furtherance of the purposes above, without limitation of
any of its other rights, Beneficiary may:  (i) obtain a court order
to enforce Beneficiary's right to enter and inspect the Property,
and (ii) have a receiver appointed under NRS 107.100 to enforce
Beneficiary's right to enter and inspect the Property for the
purpose set forth above.

     All reasonable costs and expenses incurred by Beneficiary with
respect to the audits, tests, inspections and examinations that
Beneficiary or its agents, representatives or employees may
conduct, including the fees of the engineers, laboratories,
contractors, consultants and attorneys, will be paid by Trustor. 
All reasonable costs or expenses incurred by Trustee and
Beneficiary pursuant to this PARAGRAPH 5 will bear interest at rate
set forth in the Settlement Note from the date they are incurred
until those sums have been paid in full.

6.   ATTORNEYS' FEES.  Notwithstanding any other provision in this
Deed of Trust, if it becomes necessary for Beneficiary to utilize
legal counsel for the enforcement of the obligations of this Deed
of Trust, and if Beneficiary is successful in such enforcement by
legal proceedings or otherwise (whether or not suit is filed),
Beneficiary shall be reimbursed immediately by Trustor for
reasonably incurred attorneys' fees (including fees for
Beneficiary's in-house counsel) and other costs and expenses. 
Trustor shall also have an immediate obligation to reimburse
Beneficiary for all attorneys' fees and costs reasonably incurred
in connection with the representation of Beneficiary in any
liquidation, reorganization, receivership, bankruptcy, assignment
for benefit of creditors or other debtor-relief proceeding of or
relating to Dunes or Trustor.  Until paid to Beneficiary, all such
sums will bear interest from the date billed at the rate of
interest set forth in the Settlement Note.  This provision is
separate and several and shall survive the merger of this provision
into any judgment.

     Trustor shall and does hereby agree that, if all or a portion
of the principal sum of the Settlement Note has, prior to its
maturity date, become due or been declared due by reason of an
Event of Default (as defined in the Settlement Note) the entire
amount then due under the terms of the Settlement Note shall
include all attorneys' fees and costs and expenses which are
actually incurred as stated above.                                 





                                EXHIBIT J

                        NEVADA PROPERTY DESCRIPTION

     The real property located in the County of Clark, State of
Nevada, described as follows:

     Parcel One (1) as shown by Map thereof in File 75 of Parcel
Maps, Page 5, of Official Records of Clark County, Nevada   

                                
                                
                                
                                
                                
                                EXHIBIT K

                            ESTOPPEL AFFIDAVIT

                            
                            
                            
                            
                            
                            ESTOPPEL AFFIDAVIT


STATE OF _______________      )
                              )    ss.
COUNTY OF _____________       )


________________ and ________________, being first duly sworn,
each for himself, deposes and says:

     That they are the President and Secretary, respectively, of
Continental California Corporation, a Delaware corporation
("Corporation"), which made, executed and delivered that certain
grant deed in lieu of foreclosure ("Deed") to the Resolution
Trust Corporation, as Receiver for San Antonio Savings
Association, F.A. (the "RTC"), dated the date hereof, conveying
certain real property located in the County of San Diego, State
of California, which is more fully described in EXHIBIT A
attached hereto ("Property");

     That they make this affidavit for and on behalf of the
Corporation pursuant to a resolution of its Board of Directors;

     That the Deed is intended to be and is an absolute
conveyance of the title to the Property to the RTC, and was not
and is not now intended as a mortgage, trust conveyance or
security of any kind;

     That it was the intention of the Corporation as grantor in
the Deed to convey, and by the Deed the Corporation did convey,
to the RTC all of the Corporation's right, title and interest
absolutely in and to the Property;

     That possession of the Property has been surrendered to the
RTC;

     That the Corporation has no rights under any purchase
option, lease, occupancy or other agreement which permits the
Corporation to purchase, lease or otherwise occupy the Property
of any portion thereof now or hereafter;

     That in the execution and delivery of the Deed the
Corporation was not acting under any misapprehension as to the
effect thereof, and acted freely and voluntarily and was not
acting under coercion or duress;

     That the consideration for the Deed was and is the credit of
the sum of One Million Five Hundred Thousand Dollars ($1,500,000)
towards the obligations partially secured by the deed of trust
("DEED OF TRUST") executed by the Corporation, as trustor, to
Ticor Title Insurance Corporation, as trustee, for San Antonio
Savings Association, as beneficiary, dated October 30, 1989, and
recorded on December 14, 1989, as Instrument No. 89-676300 in the
Official Records of San Diego County, California, the
modification, restructure and substitution of security for such
obligations, and the reconveyance of the Property under the Deed
of Trust;

     That at the time of making the Deed, the Corporation
believed and now believes that the consideration therefor
represents an adequate consideration for the Property so deeded; 

     This affidavit is made for the protection and benefit of the
RTC, its successors and assigns, and all other parties hereafter
dealing with or who may acquire any interest in the Property
herein described, and particularly for the benefit of Chicago
Title Company which is about to insure the title to the Property
in reliance thereon, and any other title company which may
hereafter insure the title to the Property; 

     That the affiants, and each of them, will testify, declare,
depose or certify before any competent tribunal, officer or
person, in any case now pending or which may hereafter be
instituted, to the truth of the particular facts hereinabove set
forth;

     That the affiants have executed this affidavit and estoppel
certificate as individuals, and also for and on behalf of the
Corporation pursuant to authority of the Board of Directors of
the Corporation.

Dated:____________, 1995      CONTINENTAL CALIFORNIA CORPORATION
     
                         By: __________________________
                              Title:  President

                         By: ___________________________
                              Title:  Secretary






STATE OF ______________       )
                              )
COUNTY OF ____________        )


          On              before me, the undersigned, a Notary
Public in and for said state, personally appeared              
and                 personally known to me (or proved to me on
the basis of satisfactory evidence) to be the persons whose names
are subscribed to the within instrument and acknowledged to me
that they executed the same in their authorized capacity, and
that by their signature on the instrument the persons, or the
entity upon behalf of which the persons acted, executed the
instrument.


                                             
Notary Public in and for
said County and State                   NOTARIAL SEAL



                                
                                
                                
                                
                                
                                DESCRIPTION


LOTS 5 AND 6 AND THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF SECTION 5, THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6 AND THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
FRACTIONAL SECTION 7, ALL IN TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, IN THE CITY OF SAN DIEGO, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF.

EXCEPTING THEREFROM THAT PORTION OF SAID LOT 5 OF SECTION 5.
DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 5, SAID CORNER
BEING A 2 INCH IRON PIPE WITH A BRASS CAP AS SHOWN ON RECORD OF
SURVEY NO. 6204, RECORDS OF SAID SAN DIEGO COUNTY, THENCE NORTH
20 DEGREES 21 ' 30 "  EAST OF A TRUE BEARING 1228.30 FEET TO THE
TRUE POINT OF BEGINNING,  THENCE NORTH 0 DEGREES 20 ' 03 " WEST
PARALLEL WITH THE WESTERLY LINE OF SAID LOT 5,  208 . 71 FEET TO
A POINT IN THE NORTH LINE OF SAID LOT 5,  SAID POINT BEARING
SOUTH 18 DEGREES 40 ' 57 " EAST  1378 . 73 FEET,  MORE OR LESS, 
FROM THE WEST QUARTER CORNER  OF SAID SECTION 5,  SAID CORNER
BEING A PK NAIL IN AN 8 INCH BY 22 INCH BY 24 INCH STONE AS SHOWN
ON RECORD OF SURVEY NO. 5714 , RECORDS OF SAID SAN DIEGO COUNTY,
THENCE ALONG SAID NORTH LINE OF SAID LOT 5,  NORTH 88 DEGREES 09' 
57 " EAST 208 . 78 FEET ,  THENCE SOUTH 0 DEGREES 20 ' 03 "  EAST
PARALLEL WITH THE EASTERLY LINE OF SAID LOT 4 ,  208 . 71 FEET, 
THENCE SOUTH  88 DEGREES 09 ' 57 " WEST PARALLEL WITH THE NORTH
LINE OF SAID LOT 5 ,  208 . 78 FEET TO THE TRUE POINT OF
BEGINNING.

ALSO EXCEPT THEREFROM THAT PORTION OF LOT 5,  SECTION 5, 
TOWNSHIP 14 SOUTH,  RANGE  2  WEST ,  SAN BERNARDINO MERIDIAN, IN
THE CITY OF SAN DIEGO,  COUNTY OF SAN DIEGO,  STATE OF
CALIFORNIA,  ACCORDING TO OFFICIAL PLAT THEREOF, DESCRIBED AS
FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 5 AS SHOWN ON
RECORD OF SURVEY MAP NO. 6204 ON FILE IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ;  THENCE NORTH 20 DEGREES 21 '  30
"  EAST 1228 . 30  FEET TO THE TRUE POINT OF BEGINNING ;  THENCE
NORTH 88 DEGREES 25 '  24 "  EAST 208 . 78 FEET ;  THENCE NORTH
00 DEGREES  20 '  58 "  WEST 208 . 71  FEET ;  THENCE NORTH 88
DEGREES 25 '  24 '  EAST 86 . 42  FEET ;  THENCE SOUTH 00 DEGREES
20 '  58 "  EAST  295 . 20 FEET ;  THENCE SOUTH 88 DEGREES 25 ' 
24 "  WEST 295 . 22  FEET;  THENCE NORTH  00 DEGREES  20 '  04 " 
WEST  86 . 49 FEET TO THE TRUE POINT OF BEGINNING.


     1                          EXHIBIT  A