[FORM]

                       AGREEMENT TO INDEMNIFY ___________

                                       BY

                          DUNES HOTELS AND CASINOS INC.


        THIS  AGREEMENT  is executed  this day of , 2000,  by and between  DUNES
HOTELS AND CASINOS, INC., a New York corporation (hereinafter referred to as the
"Corporation"), and __________ (hereinafter referred to as "Indemnitee").

        WHEREAS,   the  Amended  and  Restated  Bylaws  (the  "Bylaws")  of  the
Corporation  provide that the Corporation  may indemnify,  to the fullest extent
permitted  by New York law,  certain  persons,  including  directors,  officers,
employees or agents of the Corporation,  against  specified  expenses and losses
arising  out of certain  threatened,  pending  or  completed  actions,  suits or
proceedings;

        WHEREAS,  Section  721 of the New  York  Business  Corporation  Law (the
"BCL")  expressly  recognizes  that the  indemnification  provided  by the other
subsections  of the BCL  shall not be deemed  exclusive  of any other  rights to
which those seeking  indemnification  or advancement of expenses may be entitled
under any bylaw,  agreement,  vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office;

        WHEREAS,  as an inducement for Indemnitee to serve, or continue  serving
as an officer and/or director,  the Corporation  desires to provide its officers
and directors with  indemnification to the greatest extent permissible under the
law; and

        WHEREAS, Indemnitee is an officer and/or director of the Corporation and
is  willing  to  continue  to serve in such  capacity  for or on  behalf  of the
Corporation on the condition that the indemnitee be so indemnified;

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        WHEREAS, this agreement is in addition to, and not in lieu of, any other
agreement to indemnify by reason of the fact that  Indemnitee  is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another foreign or domestic corporation,  partnership,  joint venture,  trust or
other enterprise.

        WHEREAS,  the  purpose of this  agreement  is to advance  and  indemnify
officers and/or  directors for expenses in connection with  proceedings  arising
out of their  service or  continued  service for the  Corporation  or any of its
subsidiaries or joint ventures.

        NOW THEREFORE, in consideration for the mutual promises, conditions, and
forebearances  contained  herein,  and as an  inducement  for  the  Indemnitee's
continued service as an officer and director, the parties agree as follows:

        1.     Definitions.

     a.   "Expenses" means, for the purposes of this Agreement, any:

          (1)  Costs,  direct and  indirect,  of any type incurred in connection
with any Indemnifiable Event, any expense,  liability,  lien, cost,  assessment,
penalty,  damage, tax, demand, or loss,  including  attorneys' fees,  judgments,
fines,  ERISA  excise  taxes and  penalties,  and amounts  paid or to be paid in
settlement thereof;

          (2)  Any interest, assessments, or other charges imposed on any of the
items in part (1) above;

          (3)  Any  federal,  state,  local or foreign  taxes  and/or  penalties
imposed on the  indemnitee  as a result of the  actual or deemed  receipt of any
payments  under this  Agreement,  and any Expense paid or incurred in connection
with  investigating,   defending,  being  a  witness  in,  or  participating  in
(including on appeal),  or preparing for any of the foregoing in, any Proceeding
relating to any Indemnifiable Event; and

          (4)  All claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies, including interest, penalties

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and reasonable  attorneys'  fees that  Indemnitee  shall incur or suffer,  which
arise,  result  from,  or  relate  to any  breach  or  inaccuracy  of any of the
representations  and  warranties of Corporation or the failure of Corporation to
perform  any of its  covenants,  agreements  or  obligations  contained  in this
Agreement  or in any  instrument  or other  document  delivered  hereunder or in
connection herewith.

     b.   "Indemnifiable  Event" shall mean any event or  occurrence  that takes
          place  either  before or after  execution  of this  Agreement  that is
          related to:

          (1)  The fact that Indemnitee is or was a director,  officer, employee
or agent of Corporation, or while a director, officer or agent is or was serving
at the request of Corporation as a director,  officer, employee, trustee, agent,
or fiduciary of another  corporation,  partnership,  joint  venture,  employment
benefit plan, trust or other enterprise; or

               (2)  Anything  done  or  not  done  by  Indemnitee  in  any  such
capacity,  whether or not the basis of the Proceeding is an alleged action in an
official capacity as a director,  officer,  employee,  or agent, or in any other
capacity while serving as a director, officer or agent of Corporation.

     c.   "Proceeding"   means,   for  the  purposes  of  this  Agreement,   any
threatened,  pending or completed  action,  suit, claim,  demand  arbitration or
proceeding whether civil, criminal,  administrative or investigative  (including
actions,  suits or proceedings brought by or in the right of the Corporation) in
which  Indemnitee may be or may have been involved as a party, or otherwise,  by
reason  of the fact that  Indemnitee  is or was a  director  or  officer  of the
Corporation, by reason of any action taken by him or of any inaction on his part
while acting as such  director or officer or by reason of the fact that he is or
was serving at the request of the Corporation as a director,  officer,  employee
or agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise,  whether or not he is serving in such capacity at the
time any liability or expense is incurred for which indemnification or

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reimbursement can be provided under this Agreement.

        2.     Indemnification of Indemnitee.

               a.  In  General.  In  connection  with  any  Proceeding,  whether
relating to events  occurring  before or after the date hereof,  the Corporation
shall  indemnify,  and advance  Expenses,  to the Indemnitee as provided in this
Agreement and to the fullest extent permitted by applicable law in effect on the
date hereof and to such greater  extent as applicable  law may  thereafter  from
time to time permit.

               b.  Proceeding  Other Than  Proceedings by or in the Right of the
Corporation.  The Indemnitee shall be entitled to the rights of  indemnification
provided in this Section if,  because the Indemnitee is or was a director of the
Corporation,  the  Indemnitee  is, or is  threatened  to be made, a party to any
Proceeding,  other  than a  Proceeding  by or in the  right of the  Corporation.
Subject to this Section 2, the Indemnitee shall be indemnified against Expenses,
judgments,  penalties,  fines  and  amounts  paid in  settlement,  actually  and
reasonably  incurred  by  the  Indemnitee  or  on  the  Indemnitee's  behalf  in
connection with such Proceeding.

               c.  Proceedings  by or in  the  Right  of  the  Corporation.  The
Indemnitee shall be entitled to the rights of  indemnification  provided in this
Section if, because the Indemnitee is or was a director of the Corporation,  the
Indemnitee is, or is threatened to be made, a party to any Proceeding brought by
or in the right of the  Corporation to procure a judgment in its favor.  Subject
to this  Section  2, the  Indemnitee  shall  be  indemnified  against  Expenses,
judgments,  penalties,  fines  and  amounts  paid in  settlement,  actually  and
reasonably  incurred  by  the  Indemnitee  or  on  the  Indemnitee's  behalf  in
connection  with  such  Proceeding.   Notwithstanding  the  foregoing,  no  such
indemnification  shall be made in respect of any claim,  issue or matter in such
Proceeding as to which the Indemnitee shall have been adjudged to be liable

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to the Corporation if applicable law prohibits such  indemnification  or if such
claim,  issue or matter  involves an accounting of profits by the  Indemnitee to
the  Corporation  pursuant to the  provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended ("Section 16").

               d. Indemnification of a Party Who is Wholly or Partly Successful.
Notwithstanding  any other provision of this  Agreement,  to the extent that the
Indemnitee is, because the Indemnitee is or was a director of the Corporation, a
party to and is successful,  on the merits or otherwise, in any Proceeding,  the
Indemnitee  shall be indemnified to the fullest extent permitted by law, against
all  Expenses,  judgments,  penalties,  fines,  and amounts paid in  settlement,
actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf
in connection  therewith.  If the  Indemnitee  is not wholly  successful in such
Proceeding but is successful,  on the merits or otherwise, as to one or more but
less than all  claims,  issues or matters in such  Proceeding,  the  Corporation
shall indemnify the Indemnitee to the fullest extent  permitted by law,  against
all  Expenses,  judgments,  penalties,  fines,  and amounts paid in  settlement,
actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf
in  connection  with each  successfully  resolved  claim,  issue or matter.  For
purposes of this Section and without  limitation,  the termination of any claim,
issue or matter in such a Proceeding  by dismissal,  with or without  prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.

               e. Limitations on  Indemnification.  The Corporation shall not be
obligated pursuant to the terms of this Agreement for, (i) any acts or omissions
or  transactions  from which a director may not be relieved of  liability  under
Section  402(b) of the BCL;  (ii)  Proceedings  or claims  initiated  or brought
voluntarily  by  Indemnitee  and not by way of defense,  except with  respect to
proceedings brought to establish or enforce a right to indemnification under

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this  Agreement  or any other  statute or law or  otherwise  as  required  under
Section 722 of the BCL, but such  indemnification or advancement of Expenses may
be  provided  by  the  Corporation  in  specific  cases  if a  majority  of  the
disinterested  directors  has approved the  initiation or bringing of such suit;
(iii) if a court of competent jurisdiction  determines that each of the material
assertions  made by Indemnitee in such  proceeding was not made in good faith or
was  frivolous;  (iv) for  judgments,  fines or  penalties,  and amounts paid in
settlement)  which have been paid  directly to or on behalf of  Indemnitee by an
insurance carrier under a policy of directors' and officers' liability insurance
maintained by the Corporation or any other policy of insurance maintained by the
Corporation or Indemnitee;  (v) for Expenses and the payment of profits  arising
from the purchase and sale by  Indemnitee  of securities in violation of Section
16(b)  of the  Securities  Exchange  Act of 1934,  as  amended,  or any  similar
successor statute.

               f. Indemnification for Expenses of a Witness. Notwithstanding any
other provision of this Agreement, to the extent that the Indemnitee is, because
the  Indemnitee  is or was a  director  of the  Corporation,  a  witness  in any
Proceeding,  the Indemnitee shall be indemnified  against all Expenses  actually
and  reasonably  incurred by the  Indemnitee  or on the  Indemnitee's  behalf in
connection therewith.

        3.     Payment of Expenses.

               a. If so requested by Indemnitee, the Corporation shall from time
to time,  within  ten (10)  business  days of such  request,  advance  up to Ten
Thousand Dollars  ($10,000.00) in expenses to Indemnitee ("Expense Advance") for
the purpose of paying legal retainers and deposits against anticipated Expenses.
The  provisions  of this  Section  shall not in any way limit the  Corporation's
obligation to indemnify Indemnitee.

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               b. The  Corporation  shall  promptly  pay  Indemnitee's  Expenses
reasonably incurred within thirty (30) days from Indemnitee's tender of invoices
reflecting such Expenses.

               c. If  Corporation  fails to pay any such Expenses  within thirty
(30)  days,  the  Corporation  shall  pay to  Indemnitee  a late  fee of one and
one-half  percent (1-1/2%) per month or part thereof until all such expenses are
paid in full, in addition to all other damage suffered by Indemnitee.

               d. To the extent it is  ultimately  found that  Indemnitee is not
entitled to indemnification under the terms of this Agreement, Corporation shall
be entitled to be reimbursed by Indemnitee for all such amounts (the "Reimbursed
Amounts"),  and Indemnitee hereby agrees to reimburse  Corporation  promptly for
the same.  Indemnitee's  obligation to reimburse  Corporation for the Reimbursed
Amounts shall be unsecured and no interest shall be charged thereon.

        4.  Notice  and   Opportunity  to  Defend.   Indemnitee   shall  receive
indemnification  from  Corporation in accordance  with this Agreement as soon as
practicable  after Indemnitee has submitted to the Corporation a written request
for indemnification.  If any Proceeding is initiated,  or any claim or demand is
made,  against  Indemnitee  with  respect to an  Indemnifiable  Event,  then the
Indemnitee   shall  give  prompt  written  notice  of  such  Proceeding  to  the
Corporation.  In the event that the Corporation shall be obligated under Section
2  hereof  to  pay  the  Expenses  of any  Proceeding  against  Indemnitee,  the
Corporation,  if  appropriate,  shall be  entitled to assume the defense of such
Proceeding,  with the  Corporation's  counsel  or such  other  counsel as may be
approved by Indemnitee,  which approval shall not be unreasonably withheld, upon
the  delivery to  Indemnitee  of written  notice of its election to do so. After
delivery  of  such  notice,  approval  of such  counsel  by  Indemnitee  and the
retention of such counsel by the Corporation, the Corporation will not be liable
to Indemnitee under this Agreement for any fees of counsel subsequently incurred
by Indemnitee with respect to the same Proceeding; provided that (i)  Indemnitee


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shall have the right to employ  Indemnitee's  own counsel in any such Proceeding
at Indemnitee's expense, and (ii) if (A) the employment of counsel by Indemnitee
has been previously authorized by the Corporation,  or (B) Indemnitee shall have
reasonably  concluded  that  there may be a conflict  of  interest  between  the
Corporation and Indemnitee in the conduct of such defense or (C) the Corporation
shall  not,  in fact,  have  employed  counsel  to assume  the  defense  of such
Proceeding,  then the fees and expenses of Indemnitee's counsel shall be paid by
the Corporation.

        5.  Partial  Indemnification.   If  Indemnitee  is  entitled  under  any
provision of this Agreement to  indemnification  by Corporation for a portion of
Expenses,  but  not  for  the  total  amount  of  Expenses,   Corporation  shall
nevertheless indemnify or pay advancements to Indemnitee for the portion of such
Expenses or liabilities to which Indemnitee is entitled.

        6.  Limitation  on  Corporation.   Corporation   shall  not  settle  any
Proceeding  in any  manner  that  would  impose any  penalty  or  limitation  on
Indemnitee   without   Indemnitee's   written   consent.   Indemnitee  will  not
unreasonably withhold consent to a proposed settlement.

        7. Limitation on Indemnitee.  Indemnitee shall not settle any Proceeding
in any manner that would impose any penalty or limitation on Corporation without
Corporation's  written  consent.  Corporation  will  not  unreasonably  withhold
consent to a proposed settlement.

        Corporation  shall not be  liable to  indemnify  Indemnitee  under  this
Agreement  with  regard to any  judicial  award if  Corporation  was not given a
reasonable and timely opportunity, at its expense, to participate in the defense
of such action.

        8.     Non-Exclusivity.
               a. The provisions for indemnification and advancement of expenses
set forth in this  Agreement  shall not be deemed to be  exclusive  of any other
rights that  Indemnitee may have under any provision of law, the  Certificate of
Incorporation or Bylaws, the vote  of  the  Corporation's  shareholders  or

<PAGE>

disinterested directors, other agreements or otherwise, both as to action in his
official capacity and action in another capacity while occupying his position as
a director or officer of the Corporation.

               b. In the event of any changes, after the date of this Agreement,
in any  applicable  law,  statute,  or rule that  expand the right of a New York
corporation to indemnify its directors and officers, Indemnitee's rights and the
Corporation's  obligations under this Agreement shall be expanded to the fullest
extent permitted by such changes.  In the event of any changes in any applicable
law,  statute  or rule,  that  narrow  the  right of a New York  corporation  to
indemnify a director  and officer,  such  changes,  to the extent not  otherwise
required  by such law,  statute or rule to be applied to this  Agreement,  shall
have  no  effect  on this  Agreement  or the  parties'  rights  and  obligations
hereunder.

        9.  Indemnification Not a Waiver.  Indemnitee's right to indemnification
pursuant to this  Agreement  shall not be deemed to be his  exclusive  remedy in
connection  with or  arising  from any  Indemnifiable  Event or the  failure  of
Corporation  to perform any of its  covenants or  obligations  contained in this
Agreement; and the exercise by Indemnitee of his/her right to demand and receive
such indemnification shall not be deemed to prejudice, or to operate as a waiver
of, any remedy to which he may be entitled at law or equity.

        10.  Liability  Insurance.   To  the  extent  Corporation  maintains  an
insurance  policy or  policies  providing  directors'  and  officers'  liability
insurance,  to the extent  that  Indemnitee  may be  covered  by such  policy or
policies,  Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any
corporate director or officer.

        11.  Subrogation.   In  the  event  of  payment  under  this  Agreement,
Corporation shall be subrogated   to  the  extent of such payment to all of the

<PAGE>

rights of recovery of  Indemnitee,  who shall  execute all papers  required  and
shall do everything  that may be necessary to secure such rights,  including the
execution of such documents necessary to enable Corporation effectively to bring
suit to enforce such rights.

        12. No  Duplication of Payments.  Corporation  shall not be liable under
this  Agreement  to make any payment in  connection  with any claim made against
Indemnitee to the extent  Indemnitee has otherwise  received  payment (under any
insurance policy,  bylaw, or otherwise) of the amounts  otherwise  indemnifiable
under this Agreement.

        13. No Right to Set-Off.  Corporation shall have no right to set off the
amount of any Expense with respect to which  Indemnitee  may be  indemnified  by
Corporation  hereunder  against the amount of any  obligation  of  Indemnitee to
Corporation.

        14. Accounting of Profits Under Section 16(b). The Corporation shall not
be liable under this Agreement to make any payment in connection  with any claim
made against  Indemnitee  for an accounting of profits made from the purchase or
sale by the  Indemnitee of securities of the  Corporation  within the meaning of
Section 16(b) of the Securities  Exchange Act of 1934 and amendments thereto, or
similar provisions of any state statute or common law.

        15.  Authorization;  Binding  Nature of Agreement.  Corporation  has all
necessary  power and authority to enter into and perform its  obligations  under
this  Agreement,  and the execution,  delivery and performance of this Agreement
have been duly authorized by all necessary action on the part of Corporation and
its officers and directors.  No authorization,  consent or approval of or filing
with any  governmental  authority or any other person is required to be obtained
or made by Corporation in connection with the execution, delivery or performance
of this Agreement.

        16.  Confidentiality.  Unless  otherwise  required  by law,  Corporation
agrees to, and shall  undertake     all necessary  action  required  to, keep

<PAGE>

confidential all information which relates to any Indemnifiable  Event,  Expense
or any other  transaction or defense or indemnity  arising out of this Agreement
which relates to Indemnitee.

        17.  Amendment  of  this  Agreement.  No  supplement,  modification,  or
amendment of this Agreement  shall be binding unless  executed in writing by the
parties  hereto.  No waiver of any of the  provisions  of this  Agreement  shall
operate  as a waiver of any other  provisions  hereof,  nor  shall  such  waiver
constitute a continuing waiver.

        18. Survival of Agreement.  This Agreement shall be binding on and inure
to the benefit of and be enforceable by the parties hereto and their  respective
successors  (including  any direct or indirect  successor by  purchase,  merger,
consolidation,  or otherwise to all or substantially  all of the business and/or
assets of the  Corporation),  assigns,  spouses,  heirs and  personal  and legal
representatives.  Corporation shall require and cause its successor to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that  Corporation  would be required to perform if no such succession had
taken place.  The  indemnification  provided under this Agreement shall continue
for Indemnitee for any action taken or not taken while serving in an indemnified
capacity  pertaining to an Indemnifiable  Event even though  Indemnitee may have
ceased to serve in such capacity at the time of any Proceeding.

        19. Maintenance of Obligation to Indemnify. Corporation hereby covenants
and agrees that it shall not permit the  indemnification  provided to Indemnitee
as set  forth in this  Agreement  to be  compromised,  restricted,  limited,  or
eliminated in any manner,  including by way of amendment of Corporation's bylaws
and other governing documents.

        20.    Severability.  If any portion of this Agreement shall be held by
a  court  of  competent   jurisdiction   to  be  invalid,   void,  or  otherwise
unenforceable,  the remaining provisions shall remain enforceable to the fullest
extent permitted by law. Furthermore, to the fullest extent  possible,  the

<PAGE>

provisions of this Agreement  (including,  without  limitation,  each portion of
this Agreement  containing  any provision held to be invalid,  void or otherwise
unenforceable,  that is not  itself  invalid,  void or  unenforceable)  shall be
construed so as to give effect to the intent  manifested by the  provision  held
invalid, void or unenforceable.

        21.  Governing Law.  Governing Law. This Agreement  shall be interpreted
and enforced in accordance with the laws of the State of New York without regard
to its rules  pertaining  to  conflicts  of laws.  To the  extent  permitted  by
applicable  law, the parties  hereby waive any provisions of law that render any
provision of this Agreement unenforceable in any respect.

        22. Further  Assurances.  Each party shall execute such  instruments and
other documents, and take such action as may be required, as the other party may
reasonably  request,   for  the  purpose  of  carrying  out  or  evidencing  the
transactions contemplated hereby.

        23. Attorneys' Fees. In the event of the bringing of any action, suit or
arbitration by a party hereto against  another party  hereunder by reason of any
breach of any of the covenants or agreements or any  inaccuracies  in any of the
representations  and  warranties  on the part of any party  arising  out of this
Agreement,  then in that  event,  the  prevailing  party in such  action,  suit,
arbitration or dispute,  whether by final judgment,  or out of court  settlement
shall be entitled  to have and  recover of and from the other  parties all costs
and expenses of suit, including actual attorneys' fees.

        24.    Remedies of Indemnitee.
               a. This  Section 24 shall  apply in the event of a  Dispute.  For
purposes of this Section, "Dispute" shall mean any of the following events:

               (i)  a  determination   is  made  by  the  Corporation  that  the
Indemnitee is not entitled to indemnification under this Agreement;


<PAGE>
               (ii) advance of Expenses  is not timely  made by the  Corporation
pursuant to Section 3 of this Agreement; or

               (iii)payment of  indemnification  is not made by the  Corporation
pursuant  to Section 3 of this  Agreement  within 30 days  after  receipt by the
Corporation of a written request therefor.

               b. In the event of a Dispute, the Indemnitee shall be entitled to
an adjudication in an appropriate court in the State of residence of Indemnitee,
or in any other court of competent jurisdiction, of the Indemnitee's entitlement
to  such  indemnification  or  advancement  of  Expenses.   Alternatively,   the
Indemnitee,  at the Indemnitee's  option,  shall be entitled to seek an award in
arbitration  to be conducted by a single  arbitrator  pursuant to the Commercial
Arbitration Rules of the American Arbitration Association.  The Indemnitee shall
commence such  proceeding  seeking an  adjudication  or an award in  arbitration
within 180 days following the date on which a Dispute  arises.  The  Corporation
may not oppose the Indemnitee's  right to seek any such adjudication or award in
arbitration.
               c. In the event that a determination  shall have been made by the
Corporation pursuant to Section 24a.(i) of this Agreement that the Indemnitee is
not  entitled  to  indemnification,   any  judicial  proceeding  or  arbitration
commenced  pursuant to this  Section 24 shall be conducted in all respects as an
independent  issue in a de novo  trial,  or  arbitration,  on the merits and the
Indemnitee shall not be prejudiced by reason of that adverse determination or by
reason of the absence of a  determination  pursuant to Section  24a.(i).  In any
such proceeding or arbitration, the Corporation shall have the burden of proving
that the  Indemnitee  is not  entitled  to  indemnification  or  advancement  of
Expenses, as the case may be.
               d. If a determination shall have been made or deemed to have been
made   pursuant  to  this   Agreement   that  the   Indemnitee  is  entitled  to
indemnification,  the Corporation  shall be bound by such  determination  in any
judicial proceeding or arbitration absent (i) a  misstatement  by the Indemnitee


<PAGE>

of a material  fact,  or an omission of a material  fact  necessary  to make the
Indemnitee's statement not materially misleading, in connection with the request
for  indemnification  or  (ii)  a  prohibition  of  such  indemnification  under
applicable law.

               e. The  Corporation  shall be  precluded  from  asserting  in any
judicial  proceeding or arbitration  commenced  pursuant to this Section 24 that
the procedures  and  presumptions  of this Agreement are not valid,  binding and
enforceable  and shall stipulate in any such court or before any such arbitrator
that the Corporation is bound by all the provisions of this Agreement.

               f. In the event that the Indemnitee, pursuant to this Section 24,
seeks a judicial  adjudication  of, or an award in  arbitration  to enforce  the
Indemnitee's  rights under, or to recover damages for breach of, this Agreement,
the Indemnitee shall be entitled to recover from the  Corporation,  and shall be
indemnified  by the  Corporation  against,  any and all  expenses  (of the types
described in the definition of Expenses in Section 1 of this Agreement) actually
and reasonably  incurred by the Indemnitee in such  adjudication or arbitration,
but only if the Indemnitee  prevails therein.  If it shall be determined in such
adjudication or arbitration that the Indemnitee is entitled to receive part, but
not all of the  indemnification  or advancement of expenses sought, the expenses
incurred by the Indemnitee in connection  with such  adjudication or arbitration
shall be appropriately prorated.

        25. Notices.  All notices,  requests,  demands, and other communications
under this  Agreement  shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given,  or on the third day after  mailing  if mailed to the party to whom
notice is to be given,  by first class mail,  registered or  certified,  postage


<PAGE>

prepaid, and properly addressed as follows:


               To Corporation:             THE SECRETARY OF DUNES  HOTELS AND
                                           CASINOS, INC.

                                            4600 NORTHGATE BLVD., SUITE 130
                                            SACRAMENTO, CA 95834

                                       or

                                            C T CORPORATION SYSTEM
                                            1633 BROADWAY
                                            NEW YORK, NEW YORK 10019

               To Indemnitee:

        If there is a change in the corporation's  mailing address, or change in
the  registered  agent,  the  corporation  must give  notice of such  changes to
Indemnitee within thirty days.

        26.  Effectiveness.  This Agreement shall  immediately  become effective
upon  adoption  by  Corporation's   Board  of  Directors.   Notwithstanding  the
effectiveness of this Agreement,  Corporation shall use its best efforts to have
its Board of Directors approve this Agreement.

        IN WITNESS  WHEREOF,  Corporation  and  Indemnitee  have  executed  this
Agreement as of the date specified above.

                                            Corporation:

                                            DUNES  HOTELS AND CASINOS, INC.
                                            a New York Corporation


                                            By:

                                            INDEMNITEE: