UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DUNES HOTELS & CASINOS INC.
(Name of Issuer)
COMMON STOCK, $0.50 PAR VALUE
(Title of Class of Securities)
265440107
(CUSIP Number)
THOMAS STEELE
GENERAL FINANCIAL SERVICES, INC.
8441 E. 32nd Street N.
Wichita, KS 67226
(316) 636-1070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 3, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
PAGE 1 OF 10
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SCHEDULE 13D
CUSIP NO. 265440107
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
GFS ACQUISITION COMPANY, INC.
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization KANSAS
7. Sole Voting Power
NUMBER OF SHARES -0-
8. Shared Voting Power
BENEFICIALLY OWNED 3,100,000
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
3,100,000
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,100,000
(See Item 5)
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
48.6%
(See Item 5)
14. Type of Reporting Person CO
PAGE 2 OF 10
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SCHEDULE 13D
CUSIP NO. 265440107
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
GENERAL FINANCIAL SERVICES, INC.
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds BK
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization KANSAS
7. Sole Voting Power
NUMBER OF SHARES -0-
8. Shared Voting Power
BENEFICIALLY OWNED 3,100,000
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
3,100,000
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,100,000
(See Item 5)
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
48.6%
(See Item 5)
14. Type of Reporting Person CO
PAGE 3 OF 10
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SCHEDULE 13D
CUSIP NO. 265440107
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
STEVE K. MILLER
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
NUMBER OF SHARES -0-
8. Shared Voting Power
BENEFICIALLY OWNED 3,100,000
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
3,100,000
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,100,000
(See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
48.6%
(See Item 5)
14. Type of Reporting Person IN
PAGE 4 OF 10
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock, $0.50 par value (the "Common Stock"), of Dunes Hotels & Casinos
Inc., a New York corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 4600 Northgate Blvd., Suite 130, Sacramento, CA 95834.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by GFS Acquisition Company, Inc., a Kansas
corporation ("GFS Acquisition"), General Financial Services, Inc., a Kansas
corporation and sole shareholder of GFS Acquisition ("GFS"), and Mr. Steve K.
Miller who owns 100% of GFS and is the sole officer and director of each of GFS
and GFS Acquisition.
GFS Acquisition was formed for the purpose of holding the shares of Common
Stock of the Issuer acquired by GFS. The address of GFS Acquisition's principal
office is 8441 East 32nd Street North, Wichita, Kansas.
The principal business of GFS is real estate development and the purchase,
holding and disposition of distressed assets. The address of GFS's principal
office is 8441 East 32nd Street North, Wichita, Kansas.
Mr. Miller is an individual whose present principal occupation is President
of GFS. Mr. Miller's principal business office is located at 8441 East 32nd
Street North, Wichita, Kansas. Mr. Miller is a United States citizen.
None of GFS Acquisition, GFS nor Mr. Miller has during the last five years
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), nor during the last five years have any of them been a
party to a civil proceeding of any judicial or administrative body resulting in
any judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 3, 1999, GFS purchased from the Federal Depository Insurance
Corporation, as Manager of the FSLIC Resolution Fund, as successor-in-interest
to the Federal Savings and Loan Insurance Corporation and as successor and
assignee of EurekaBank, formerly know as Eureka Federal Savings and Loan
Association (the "FDIC"), for $ 1,126,496.55 any and all rights and interests of
the FDIC under an order issued on September 8, 1986 (the "Judgment") in the
matter of Eureka Federal Savings and Loan Association v. John B. Anderson, Edith
Anderson, Maxim, Inc., Dunes Hotels and Casinos Inc. and Baby Grand Corp., in
the District Court, Clark County, Nevada, Case No. A245662, instituted in 1985.
Pursuant to the terms of the Judgment, Mr. Anderson pledged 3,000,000 shares of
Common Stock to secure the Judgment (the
PAGE 5 OF 10
<PAGE>
"Judgment Shares"). On June 3, 1999, GFS contributed its interest in the
Judgment to GFS Acquisition. Mr. Anderson is in default under the Judgment and
GFS Acquisition intends to exercise its rights under the Judgment and related
security agreements to acquire direct ownership of the Judgment Shares. The
Judgment Shares represent approximately 47.1% of the outstanding shares of
Common Stock. See also Item 5.
GFS borrowed the funds for the acquisition of the Judgment under a
Promissory Note dated December 28, 1998 made by GFS in favor of Citizens Bank
and Trust Company (the "Promissory Note"). A copy of the Promissory Note is
attached hereto as Exhibit 2.
On various dates from May 21, 1999 to June 9, 1999, GFS Acquisition
acquired 100,000 shares of Common Stock ("Additional Shares") for $40,579.63.
GFS Acquisition paid for the Additional Shares from its working capital funds.
The purchase date, number of shares of Common Stock acquired and the purchase
price per share of each acquisition of Additional Shares is described in the
table set forth below:
Purchase Date No. of Shares Price/Share
May 21, 1999 30000 $ 0.26
May 24, 1999 5000 0.27
May 24, 1999 15000 0.28
May 28, 1999 10000 0.32
May 28, 1999 2500 0.60
May 28, 1999 2500 0.63
May 28, 1999 2500 0.57
May 28, 1999 10000 0.40
May 28, 1999 2500 0.53
May 28, 1999 5000 0.38
June 4, 1999 5000 0.60
June 9, 1999 5000 0.72
June 9, 1999 5000 0.75
ITEM 4. PURPOSE OF TRANSACTION.
GFS Acquisition acquired the shares of Common Stock described in Item 3 for
the purpose of acquiring control of the Issuer. Since an annual meeting of
shareholders has not been held for at least ten years, GFS Acquisition intends
to request that the Issuer call an annual meeting of shareholders. At the annual
meeting, GFS Acquisition may seek to elect a controlling number of directors to
the Board of Directors of the Issuer. Depending on market conditions and other
factors that GFS Acquisition may deem material to its investment decision, GFS
Acquisition may purchase additional shares of Common Stock in the open market or
in private transactions or may dispose of all or a portion of the shares of
Common Stock that it now owns or hereafter may acquire. While GFS Acquisition
retains all options for potential future actions, its present expectations are
to remain a significant stockholder of the Issuer, and as such to have influence
upon future corporate developments of the Issuer. If GFS Acquisition obtains
control of the Issuer, it will evaluate the Issuer to determine whether to
initiate plans or proposals that relate
PAGE 6 OF 10
<PAGE>
to or that would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D of the Act.
GFS and Mr. Miller reserve the right to acquire or dispose of shares of
Common Stock, depending upon circumstances existing from time to time, including
market conditions.
Except as set forth in this Item 4, none of GFS Acquisition, GFS nor Mr.
Miller have any present plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D of the Act. However, GFS Acquisition, GFS and Mr. Miller reserve the right
to formulate such plans or proposals, and to take such action with respect to
any or all of such matters and any other matters as they may determine.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of June 14, 1999, GFS Acquisition beneficially owned 3,100,000
shares of Common Stock, which it believes to be 48.6% of the entire class of
shares of Common Stock of the Issuer. See also Item 3.
As the sole shareholder of GFS Acquisition, GFS beneficially owns the
3,100,000 shares of Common Stock beneficially owned by GFS Acquisition on June
14, 1999. As described above, GFS believes these shares to be 48.6% of the
entire class of shares of Common Stock of
PAGE 7 OF 10
<PAGE>
the Issuer. See also Item 3.
As the President, sole director and sole shareholder of GFS and President
and sole director of GFS Acquisition, Mr. Miller beneficially owns the 3,100,000
shares of Common Stock beneficially owned by GFS Acquisition on June 14, 1999.
As described above, Mr. Miller believes these shares to be 48.6% of the entire
class of shares of Common Stock of the Issuer. See also Item 3.
(b) As the President, sole director and sole shareholder of GFS and as the
President and sole director of GFS Acquisition, Mr. Miller shares with GFS
Acquisition and GFS the power to vote, or to direct the vote, and the power to
dispose, or direct the disposition of the shares of Common Stock owned by GFS
Acquisition.
As sole shareholder of GFS Acquisition, GFS shares with GFS Acquisition and
Mr. Miller the power to vote, or to direct the vote, and the power to dispose,
or direct the disposition of the shares of Common Stock owned by GFS
Acquisition.
(c) See Item 3. Other than the transactions listed in Item 3, no other
transactions in the Common Stock of the Issuer were effected by GFS Acquisition,
GFS or Mr. Miller during the past sixty days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
GFS Acquisition, GFS and Mr. Miller are not a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to the shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Statement of Joint Filing.
Exhibit 2. Promissory Note dated December 28, 1998 made by GFS in favor of
Citizens Bank and Trust Company
PAGE 8 OF 10
<PAGE>
EXHIBIT INDEX
TO SCHEDULE 13D
No. Description of Exhibit
- --- ----------------------
1. Statement of Joint Filing.
2. Promissory Note dated December 28, 1998 made by GFS in favor of Citizens
Bank and Trust Company
PAGE 9 OF 10
<PAGE>
Schedule 13D
Initial Filing
June 14, 1999
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GFS ACQUISITION COMPANY, INC.
June 14, 1999 By: /s/ Steve K. Miller
--------------------------------------
Steve K. Miller, President
GENERAL FINACIAL SERVICES, INC.
June 14, 1999 By: /s/ Steve K. Miller
--------------------------------------
Steve K. Miller, President
/s/ Steve K. Miller
June 14, 1999 ------------------------------------------
Steve K. Miller
PAGE 10 OF 10
EXHIBIT 1
STATEMENT OF JOINT FILING
Pursuant to Reg. Section 240.13d-1(k)(1)(iii) of the Securities
Exchange Act of 1934, the foregoing Schedule 13D is filed on behalf of General
Financial Services, Inc., GFS Acquisition Company, Inc., and Steve K.
Miller.
GFS ACQUISITION COMPANY, INC.
June 14, 1999 By: /s/ Steve K. Miller
------------------------------------------
Steve K. Miller, President
GENERAL FINANCIAL SERVICES, INC.
June 14, 1999 By: /s/ Steve K. Miller
------------------------------------------
Steve K. Miller, President
/s/ Steve K. Miller
June 14, 1999 ----------------------------------------------
Steve K. Miller
PROMISSORY NOTE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Principal Loan Date Maturity Loan No. Call Collateral Account Officer Initials
$2,000,000.00 12-28-1998 12-28-1994038495 1480 604 GENERAFINASO ABC
- -----------------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
or item.
- -----------------------------------------------------------------------------------------------------------------------------------
Borrower: GENERAL FINANCIAL SERVICES INC (TIN:LENDER: CITIZENS BANK AND TRUST COMPANY
48-1055730 CHILLICOTHE FACILITY
8441 E 32nd ST NORTH SUITE 200 515 WASHINGTON STREET, P.O. BOX 50
WICHITA, KS 67226-2617 CHILLICOTHE, MO 64601
- -----------------------------------------------------------------------------------------------------------------------------------
Principal Amount: $2,000,000.00 Initial Rate: 7.750% Date of Note: December 28, 1998
</TABLE>
PROMISE TO PAY. GENERAL FINANCIAL SERVICES INC. ("Borrower") promises to pay to
CITIZENS BANK AND TRUST COMPANY ("Lender"), or order, in lawful money of the
United States of America, the principal amount of Two Million & 00/100 Dollars
($2,000,000.00) or so much as may be outstanding, together with interest on the
unpaid outstanding principal balance of each advance. Interest shall be
calculated from the date of each advance until repayment of each advance.
PAYMENT. Borrower will pay this loan on demand, or if no demand is made, in one
payment of all outstanding principal plus all accrued unpaid interest on
December 28, 1999. In addition, Borrower will pay regular semi-annual payments
of accrued unpaid interest beginning June 28, 1999, and all subsequent interest
payments are due on the same day of each half year after that. The annual
interest rate for this Note is computed on a 365/360 basis; that is, by applying
the ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding. Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may designate in writing. Unless
otherwise agreed or required by applicable law, payments will be applied first
to accrued unpaid interest, then to principal, and any remaining amount to any
unpaid collection costs and late charges.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in independent index which is the New York Prime
Rate as published in the Wall Street Journal (the "Index"). The Index is not
necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute
index after notice to Borrower. Lender will tell Borrower the current Index rate
upon Borrower's request. Borrower understands that Lender may make loans based
upon other rates as well. The interest rate change will not occur more often
than each twelve (12) months from the date of the note. The Index currently is
7.750% per annum. The interest rate to be applied to the unpaid principal
balance of this Note will be at a rate equal to the Index, adjusted if necessary
for the minimum and maximum rate limitations described below, resulting in an
initial rate of 7.750% per annum. Notwithstanding any other provision of this
Note, the variable interest rate or rates provided for in this Note will be
subject to the following minimum and maximum rates. NOTICE: Under no
circumstances will the interest rate on this Note be less than 7.000% per annum
or more than the maximum rate allowed by applicable law.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, they will reduce the principal balance due.
LATE CHARGE. If a payment is 16 days or more late, Borrower will
be charged 5.000% of the regular scheduled payment.
DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender, (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part
<PAGE>
of Borrower's property, Borrower makes an assignment for the benefit of
creditors, or any proceeding is commenced either by Borrower or against Borrower
under any bankruptcy or insolvency laws. (e) Any creditor tries to take any of
Borrower's property on or in which Lender has a lien or security interest. This
includes a garnishment of any of Borrower's accounts with Lender. (f) Any
guarantor dies or any of the other events described in this default section
occurs with respect to any guarantor of this Note or any guarantor seeks, claims
or otherwise attempts to limit, modify or revoke such guarantor's guarantee of
this Note. (g) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
indebtedness is impaired. (h) Lender in good faith deems itself insecure.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, including failure
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, increase the variable interest rate on this Note to 18.000% per
annum. The interest rate will not exceed the maximum rate permitted by
applicable law. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will pay Lender that amount. This includes,
subject to any limits under applicable law, Lender's attorneys' fees and
Lender's legal expenses whether or not there is a lawsuit, including attorneys'
fees and legal expenses for bankruptcy proceedings (including efforts to modify
or vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. If not prohibited by applicable law, Borrower
also will pay any court costs, in addition to all other sums provided by law.
This Note has been delivered to Lender and accepted by Lender in the State of
Missouri. If there is a lawsuit, Borrower agrees upon Lender's request to submit
to the jurisdiction of the courts of Livingston County, the State of Missouri.
This Note shall be governed by and construed in accordance with the laws of the
State of Missouri.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $15.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.
RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by law, to charge or setoff
all sums owing on this Note against any and all such accounts.
COLLATERAL. This Note is secured by a Mortgage executed on December 28, 1998, to
Lender on real property located in BRISTOL County, Commonwealth of
Massachusetts, all the terms and conditions of which are hereby incorporated and
made a part of this Note. The Deed of Trust secures future advances up to a
maximum principal amount of $1,000,000.00 and which is governed by R.S.MO.
Section 443.055.
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note, as well as directions for payment from borrower's accounts, may be
requested orally or in writing by Borrower or by an authorized person. Lender
may, but need not, require that all oral requests be confirmed in writing. The
following party or parties are authorized to request advances under the line of
credit until Lender receives from Borrower at Lender's address shown above
written notice of revocation of their authority: STEVE MILLER. Borrower agrees
to be liable for all sums either: (a) advanced in accordance with the
instructions of any authorized person or (b) credited to any of Borrower's
accounts with Lender. The unpaid principal balance owing on this Note at any
time may be evidenced by endorsements on this Note or by Lender's internal
records, including daily computer print-outs. Lender will have no obligation to
advance funds under this Note if: (a) Borrower or any guarantor is in default
under the terms of this Note; (b) Borrower or any guarantor ceases doing
business or is insolvent; (c) any guarantor seeks, claims or otherwise attempts
to limit, modify or revoke such guarantor's guarantee of this Note or any other
loan with Lender; (d) Borrower has applied funds pursuant to this Note for
purposes other than those authorized by Lender; or (e) Lender in good faith
deems itself insecure under this Note or any other agreement between Lender and
Borrower.
DEFAULT. Failure to provide timely financial information as required or
requested by the Lender will be considered an event of default.
<PAGE>
YEAR 2000 REPRESENTATION. Borrower warrants that all software utilized in the
conduct of Borrower's business will have appropriate capabilities and
compatibility for operation to handle calendar dates falling on or after January
1, 2000, and all information pertaining to such calendar dates, in the same
manner and with the functionality as the software does respecting calendar dates
falling on or before December 31, 1999. Further, Borrower warrants and
represents that the data-related user interface functions, data-fields, and
date-related program instructions and functions of the software, include the
indication of the century.
ADDITIONAL COLLATERAL. BORROWER AND LENDER AGREE THAT THIS LOAN WILL BE FURTHER
SECURED BY A CERTAIN MORTGAGE LOCATED IN TULSA COUNTY, TULSA, OKLAHOMA AND IS
KNOWN AS RIVERPARK SQUARE SHOPPING CENTER. UNTIL SUCH TIME AS THE SECURITY
INTEREST CAN BE PERFECTED ON THIS PROPERTY THE AVAILABLE LINE OF CREDIT IS
LIMITED TO $1,000,000.00.
REQUIRED FINANCIAL INFORMATION. CITIZENS BANK AND TRUST MUST RECEIVE QUARTERLY
BORROWER PREPARED FINANCIAL STATEMENTS WITHIN 45 DAYS OF CALENDAR QUARTER END
AND ANNUAL AUDITED STATEMENTS WITHIN 90 DAYS OF CALENDAR YEAR END. ANNUAL
FINANCIAL STATEMENTS ARE REQUIRED OF THE GUARANTOR STEVE MILLER AS WELL AS TAX
RETURNS.
FUTURE EXTENSIONS. FUTURE EXTENSIONS OF THIS OPERATING LINE OF CREDIT WILL
REQUIRE A 1/4 OF ONE PERCENT RENEWAL FEE AND WILL BE SUBJECT TO THE LENDER
REVIEW OF ALL FINANCIAL INFORMATION AND LENDER INSPECTIONS OF COLLATERAL
PROPERTY.
GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific
default provisions or rights of Lender shall not preclude Lender's right to
declare payment of this Note on its demand. Lender may delay or forgo enforcing
any of its rights or remedies under this Note without losing them. Borrower and
any other person who signs, guarantees or endorses this Note, to the extent
allowed by law, waive presentment, demand for payment, protest and notice of
dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan, or release any party or guarantor or collateral; or
impair, fail to realize upon of perfect Lender's security interest in the
collateral; and take any other action deemed necessary by Lender without the
consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the party
with whom the modification is made.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.
BORROWER:
GENERAL FINANCIAL SERVICES INC.
By: /s/ Steve Miller
--------------------------
STEVE MILLER
