ASSIGNMENT OF STOCK PURCHASE AGREEMENT


      The DUNES HOTELS AND CASINOS,  INC.,  ("Assignor") for value received does
hereby grant, sell, assign, transfer, set over and convey to:

                        GENERAL FINANCIAL SERVICES, INC.,

      ("Assignee"),  and for its successors all rights,  title, and all interest
the Assignor may have in that certain  STOCK  PURCHASE  AGREEMENT,  dated May 4,
2001, by and between Dunes Hotels and Casinos, Inc. and Empire and Co.

                         DUNES HOTELS AND CASINOS, INC.




                          By:   /s/ Steve K. Miller
                              ----------------------------------
                                   Steve K. Miller, President




STATE OF KANSAS           )
                          )     ss.
COUNTY OF SEDGWICK        )

The undersigned,  a Notary Public in and for above-said  County and State,  does
hereby  acknowledge  that Steve K.  Miller of Dunes  Hotels and  Casinos,  Inc.,
personally  appeared  before me this day,  and by me duly  sworn,  says that he,
being informed of the contents,  voluntarily  executed the foregoing and annexed
instrument for and on behalf of said entity. WITNESS my hand and official stamp,
this 8th day of May, 2001.



                          ______________________________
                          Notary Public

My Commission Expires: