EXHIBIT 10.7

                                WARRANT AGREEMENT

         THIS WARRANT AGREEMENT effective the 19th day of October 1998, is
entered into by and between Flexweight Corporation, a Kansas corporation (the
"Company"), NuOasis International Inc., a corporation organized under the laws
of the Commonwealth of the Bahamas ("NuOasis") and the undersigned who, by their
execution hereof, agrees to serve as the agent for registration and transfer of
the Warrants (as defined below).

         WHEREAS, the Company proposes to issue a class up to an aggregate of
Thirty Six Million (36,000,000) warrants (the "Warrants") to purchase shares of
its Common Stock (as hereinafter described), subject to adjustment as provided
herein (the shares of Common Stock issuable on exercise of the Warrants being
referred to herein as the "Warrant Shares").  The Warrants are being issued and
the Warrant Shares are hereinafter being reserved by the Company in connection
with that certain Asset Purchase Agreement dated August   , 1998 ("Purchase
Agreement") between the Company, NuOasis and NuOasis Resorts Inc., a Nevada
corporation ("Resorts"), sole shareholder of NuOasis, pursuant to which the
Company is acquiring shares of capital stock of Cleopatra Palace Resort and
Casinos Limited, a UK corporation ("CPR") and the rights of NuOasis to the share
capital of NuOasis Resort & Casino N.V., a Netherlands Antilles corporation in
organization ("NRCNV").  The Purchase Agreement is attached hereto and
incorporated by reference herein as Exhibit "A";  and

         WHEREAS, the Company has selected the current registrar ("Transfer
Agent") for its $  par value common stock (the "Common Stock") to serve as the
Warrant Agent, and by its signature below, the Warrant Agent is willing to act
in connection with the issuance, division, transfer,
exchange, redemption and exercise of Warrants and the Warrant Shares.

         NOW, THEREFORE, for value received, the sufficiency and adequacy of
which is hereby acknowledged and accepted, and in consideration of the foregoing
and for the purposes of defining the terms and provisions of the Warrants, and
the respective rights and obligations hereunder of the Company and NuOasis (or
its transferees as the registered owners of the Warrants, collectively, the
"Holders"), the Company, NuOasis and the Warrant Agent hereby agree as follows:

1.    Appointment of Warrant Agent

      The Company hereby appoints the Warrant Agent to serve in accordance with
      the instructions set forth in this Agreement, for the benefit of NuOasis
      and the Company, and the Warrant Agent hereby accepts such appointment.

2.    Registration, Transferability and Form of Warrant

      2.1   Registration.   The Warrants shall be numbered and shall be
            registered in a Warrant register by the Warrant Agent as they are
            issued.  The Company and the Warrant Agent shall be entitled to
            treat the Holder of any Warrant(s) as the owner in fact thereof
            for all purposes, and shall not be bound to recognize any
            equitable or other claim to or interest in such Warrant(s) on the
            part of any other person.

      2.2   Transferability.  The Warrants shall be transferable by the Holders
            upon notice and delivery of such transfer delivered to the Company
            or the Warrant Agent at the respective address, properly endorsed by
            the registered Holder or transferor, or their duly authorized
            attorney or representative, and accompanied by proper evidence
            succession, assignment or authority to transfer.  In all cases of
            transfer by an attorney, the original power of attorney, duly
            approved by the Warrant Agent, or a copy thereof, duly notarized,
            shall be deposited and remain with the Warrant Agent.  In case of
            transfer by executors, administrators, guardians or other legal
            representatives, duly authenticated evidence of their authority
            shall be produced,  and may be required to be deposited and remain
            with the Warrant Agent in its discretion.  Upon any registration of
            transfer, the Warrant Agent shall countersign and deliver a new
            Warrant or Warrants to the persons entitled thereto.

      2.3.  Form of Warrant.  The terms and conditions pursuant to which the
            Warrants have been established and approved by the Company, and
            Warrants are established pursuant to which the Warrants shall be
            issued and available for future transfer, is set forth in the
            resolutions adopted by the Company's Board of directors on behalf of
            the Company effective October 19, 1998, copies of which resolutions
            are available for inspection at the Company's principal office
            during normal business hours, the language of which shall be set
            forth a form of Warrant containing each certificate representing the
            Warrants attached hereto as Exhibit "B"

            The Warrants shall be dated as of October 19, 1998 notwithstanding
            the date of countersignature thereof by the Warrant Agent or upon
            division, exchange, substitution or transfer. Warrants shall be
            numbered as follows:  "ORI-XXXXX".

3.       Countersignature of Warrants

         The price to purchase each Warrant Share and the number of Warrant
         Shares issuable upon exercise of each Warrant are subject to adjustment
         upon the occurrence of certain events, all as hereinafter provided. The
         Warrants shall each be executed on behalf of the Company by its
         Chairman of the Board or President under its corporate seal reproduced
         thereon and attested by its Secretary or an Assistant Secretary. The
         signature of any such officers on the Warrants may be manual or
         facsimile.

         Warrants bearing the manual or facsimile signature of individuals who
         were at any time the proper officers of the Company shall bind the
         Company, notwithstanding that such individuals or any one of them shall
         have ceased to hold such office prior to the delivery of such Warrants,
         or did not hold such office on the date of this Agreement.

         The Warrants shall be countersigned by the Warrant Agent (or any
         successor to the Warrant Agent then acting as Warrant Agent under this
         Agreement) and shall not be valid for any purpose unless so
         countersigned. Warrants may be countersigned, however, by the Warrant
         Agent (or by its successor as Warrant Agent hereunder) and may be
         delivered by the Warrant Agent, notwithstanding that the persons whose
         manual or facsimile signatures appear thereon as proper officers of the
         Company shall have ceased to be such officers at the time of such
         countersignature, issuance or delivery.  Unless otherwise provided in
         this Agreement, the Warrant Agent shall, upon written instruction of
         the Chairman of the Board, President, or Secretary of the Company,
         countersign, issue and deliver the Warrants which, according to the
         terms hereof, shall entitle the Holders thereof to purchase in the
         aggregate up to Thirty Six Million (36,000,000) shares of the Company's
         Common Stock (subject to the conditions and set forth herein).
<PAGE>
4.       Exchange of Warrant Certificates

         The certificate(s) representing a Warrant or Warrants may be exchanged
         for another certificate or certificates entitling the Holder thereof to
         purchase a like aggregate number of Warrant Shares as the certificate
         or certificates surrendered then entitle such Holder to purchase. Any
         Holder desiring to exchange a Warrant certificate or certificates shall
         make such request in writing delivered to the Warrant Agent, and shall
         surrender, properly endorsed, the certificate or certificates to be so
         exchanged. Thereupon, the Warrant Agent shall countersign and deliver
         to the person entitled thereto a new Warrant certificate or
         certificates, as the case may be, as so requested.

5.       Term of Warrants; Exercise of Warrants

         5.1.   Term of Warrants.  Subject to the terms hereof, NuOasis and/or
                the Holders shall have the right, which may be exercised
                commencing the Effective Date of issuance and until September
                30, 2003, to purchase from the Company the number of fully paid
                and non-assessable Warrant Shares which NuOasis and/or the
                Holder may at the time be entitled to purchase on exercise of
                such Warrants.

         5.2.   Exercise of Warrants.  Warrants may only be exercised for the
                purchase of whole Warrant Shares.  Warrants may be exercised
                upon surrender of the certificate or certificates evidencing the
                Warrants to be exercised (except as otherwise provided below),
                or directly to the Company at its principal office together with
                the form of election to purchase using the Warrant Exercise Form
                attached hereto as Exhibit "C" (duly completed and signed and
                accompanied by the payment of the Exercise Price (as defined in
                and determined in accordance with the provisions hereof), for
                the account of the Company for the number of Warrant Shares in
                respect of which such Warrants are then exercised.

         5.3    Transferability.   The Warrants are freely transferable without
                the prior consent or notice to the Company.  If the Warrants are
                assigned or transferred by NuOasis or a registered Holder,
                unless such assignment or transfer is to a NuOasis Affiliate or
                Subsidiary, or is the result of a corporate reorganization or
                recapitalization of NuOasis, the Exercise Price for the Warrant
                Shares must be paid in cash.  In the event the Warrants are
                retained by NuOasis, or are assigned or transferred to a NuOasis
                Affiliate or Subsidiary, or are assigned or transferred as a
                result of a corporate reorganization or recapitalization of
                NuOasis, the Exercise Price may be paid in cash or by the
                application of the surrender and cancellation of a pro rata
                portion of the Notes (as defined in the Purchase Agreement), or
                by the transfer by NuOasis of assets of pro rata value, the
                valuation of which shall be subject to recognized independent
                valuation experts.

                The term "Affiliate" for the purposes of this Agreement shall
                mean, as applied to any Person, (i) any other Person directly or
                indirectly controlling, controlled by or under common control
                with, that Person, (ii) any other Person that owns or controls
                five percent (5%) or more of any class of equity securities
                (including any equity securities issuable upon the exercise of
                any Option) of that Person or any of its Affiliates, or (iii)
                any member, director, partner, officer, agent, employee or
                relative of such Person.  For the purposes of this definition,
                "control" (including with correlative meanings, the terms
                "controlling", "controlled by", and "under common control with")
                as applied to any Person, means the possession, directly or
                indirectly,  of the power to direct or cause the direction of
                the management and policies of that Person, whether through
                ownership of voting securities or by contract or otherwise.
<PAGE>

                The term "Subsidiary" for the purposes of the Agreement shall
                mean, any Person in which Oasis, directly or indirectly,
                beneficially owns more than fifteen percent (15%) of either the
                equity interests in, or the voting control of, such Person.

                Subject to Section 5 hereof, upon such surrender of Warrants and
                payment of the Exercise Price, upon the exercise of such
                Warrants, the Company shall issue and cause to be delivered with
                all reasonable dispatch to or upon the written order of NuOasis
                and/or the Holder, and in such name or names as NuOasis and/or
                the Holder may designate, a certificate or certificates for the
                number of full Warrant Shares so purchased together with cash,
                as provided herein, in respect of any fractional Warrant Shares
                otherwise issuable upon such exercise of Warrants. Such
                certificate or certificates shall be deemed to have been issued
                and any person so designated to be named therein shall be deemed
                to have become a holder of record of such Warrant Shares as of
                the date of the surrender of such Warrants and payment of such
                Warrant Price, as set forth herein;  provided, however, that if,
                at the date of surrender of such Warrants and payment of such
                Warrant Price, the transfer books for the Warrant Shares or
                other class of stock purchasable upon the exercise of such
                Warrants shall be closed, the certificates for the Warrant
                Shares in respect of which such Warrants are then exercised
                shall be issuable as of the date on which such books shall next
                be opened and until such date the Company shall be under no duty
                to deliver any certificate for such Warrant Shares.  However,
                that the transfer books of record, unless otherwise required by
                law, shall not be closed at any one time for a period of longer
                than twenty days. The rights of purchase represented by the
                Warrants shall be exercisable, at the election of the Holders
                thereof, either in full or from time to time in part, and in the
                event that a certificate evidencing warrants is exercised in
                respect of less than all of the Warrant Shares purchasable on
                such exercise at any time prior to the date of expiration of the
                Warrant, a new certificate evidencing the remaining Warrant or
                Warrants will be issued, and the Warrant Agent is hereby
                irrevocably authorized to countersign and to deliver the
                required new Warrant certificate or certificates pursuant to the
                provisions of this paragraph and otherwise set forth herein. The
                Company, whenever required by the Warrant Agent, will supply the
                Warrant Agent with Warrant certificates duly executed on behalf
                of the Company for such purpose.

6.       Payment of Taxes

         The Company will pay all documentary stamp taxes, if any, attributable
         to the initial issuance of Warrant Shares upon the exercise of
         Warrants; provided, however, that the Company shall not be required to
         pay any tax or taxes which may be payable in respect of any transfer
         involved in the issue or deliver of any Warrants or certificates for
         Warrant Shares in a name other than that of the registered Holder of
         Warrants in respect of which such Warrant Shares are issued.  Any and
         all other taxes or assessments are the sole responsibility and
         obligation of the Holder(s).
<PAGE>
7.       Mutilated or Missing Warrants

         In case any of the certificates evidencing the Warrants shall be
         mutilated, lost, stolen or destroyed, the Company may in its discretion
         issue, and the Warrant Agent shall countersign and deliver in exchange
         and substitution for and upon cancellation of the mutilated Warrant
         certificate, or in lieu of and substitution for the Warrant certificate
         lost, stolen or destroyed, a new Warrant certificate of like tenor and
         representing an equivalent right or interest; but only upon receipt of
         evidence satisfactory to the Company and the Warrant Agent of such
         loss, theft or destruction of such Warrant and indemnity if requested,
         also satisfactory to them. An applicant for such a substitute Warrant
         certificate shall also comply with such other reasonable regulations
         and pay such other reasonable charges as the Company or the Warrant
         Agent may prescribe.

8.       Reservation of Warrant Shares; Purchase and Cancellation of Warrants

         8.1.   Reservation of Warrant Shares.  There have been reserved, and
                the Company shall at all times keep reserved and available
                out of its authorized Common Stock, such number of shares of
                its Common Stock as shall be sufficient to provide for the
                exercise of the outstanding Warrants. The Transfer Agent for
                the Common Stock and every subsequent transfer agent for any
                shares of the Company's capital stock issuable upon the
                exercise of the Warrants will be irrevocably authorized and
                directed at all times to reserve such number of authorized
                shares as shall be requisite for such purpose. The Company will
                keep a copy of this Agreement on file with its Transfer Agent,
                or its successors, and with every subsequent transfer agent for
                any shares of the Company's capital stock issuable upon the
                exercise of the rights of purchase represented by the Warrants.
                The Warrant Agent is hereby irrevocably authorized to
                requisition from time to time from the Transfer Agent (if they
                are not one in the same), or its successors, the stock
                certificates required to honor outstanding Warrants upon
                exercise thereof in accordance with the terms of this Agreement.
                The Company agrees to timely supply its Transfer Agent or its
                successors with duly executed stock certificates for such
                purposes and will provide or otherwise make available any cash
                which may be payable as provided for herein.  All Warrants
                surrendered in the exercise of the rights thereby evidenced
                shall be cancelled by the Warrant Agent and shall thereafter be
                delivered to the Company.

         8.2.   Purchase of Warrants by the Company.  The Company shall have the
                right, except as limited by law, other agreement or herein, to
                purchase or otherwise acquire Warrants at such times, in such
                manner and for such consideration as it may deem appropriate.
<PAGE>
         8.3.   Cancellation of Warrants.  In the event the Company shall
                purchase or otherwise acquire Warrants, the same shall thereupon
                be delivered to the Warrant Agent and be cancelled by it and
                retired. The Warrant Agent shall cancel any Warrants surrendered
                for exchange, substitution, transfer or exercise in whole or in
                part.

9.       Exercise Price

         Each Warrant shall entitle the holder thereof to purchase one (1) share
         of the Company's Common Stock (subject to adjustment as set forth
         herein), at a purchase price per share (the "Exercise Price") of Five
         Dollars ($5.00).

10.      Adjustment of Exercise Price and Number of Warrant Shares

         At any time after the Company first issues the Warrants and while any
         of the Warrants remain outstanding, if the Company shall effect a
         subdivision or combination of its Common Stock, subject to the
         Protective Provisions (as defined below), the Exercise Price and number
         of Warrant Shares then in effect immediately before that subdivision or
         combination shall be proportionately adjusted.  Any adjustment shall
         become effective at the close of business on the date the subdivision
         or combination becomes effective, as hereinafter defined:

         10.1.     Mechanical Adjustments.  The number of Warrant Shares
                   purchasable upon the exercise of each Warrant and the
                   Exercise Price shall be subject to adjustment as follows:

                   (a)     Reclassification, Exchange or Substitution.  In case
                           the Company shall (i) pay a dividend in shares of
                           Common Stock or make a distribution in shares of
                           Common Stock, (ii) subdivide its outstanding shares
                           of Common Stock, (iii) combine its outstanding shares
                           of capital stock into a greater number of shares of
                           Common Stock, or (iv) issue by reclassification of
                           recapitalization of its shares of Common Stock other
                           securities of the Company, the number of Warrant
                           Shares purchasable upon exercise of each Warrant
                           immediately prior thereto shall be adjusted so that
                           the Holder of each Warrant shall be entitled to
                           receive the kind and number of Warrant Shares or
                           other securities of the Company which he would have
                           owned or have been entitled to receive after the
                           happening of any of the events described above, had
                           such Warrant been exercised immediately prior to the
                           happening of such event or any record date with
                           respect thereto. An adjustment made pursuant to this
                           paragraph (a) shall become effective immediately
                           after the effective date of such event retroactive to
                           the record date, if any, for such event.

                   (b)     Dividend, Distribution, Subscription Rights.  In case
                           the Company shall distribute to all holders of its
                           shares of Common Stock evidence of its indebtedness
                           or assets (excluding cash dividends or distributions
                           payable out of consolidated earnings or earned
                           surplus and dividends or distributions referred to in
                           paragraph (a) above, or rights, options or warrants
                           or exercisable or exchangeable securities containing
                           the right to subscribe for or purchase shares of
                           Common Stock, then in each case the number of Warrant
                           Shares thereafter purchasable upon the exercise of
                           each Warrant, by a fraction, of which the numerator
                           shall be the then current market price per share of
                           Common Stock (as defined in Section 10.2 hereof) on
<PAGE>
                           the date of such distribution, and of which the
                           denominator shall be the then current market price
                           per share of Common Stock, less the then fair value
                           (as determined by the Board of Directors of the
                           Company, whose determination shall be conclusive) of
                           the portion of the assets or evidences of
                           indebtedness so distributed or of such subscription
                           rights, options or warrants, or of such exercisable
                           or exchangeable securities applicable to one
                           share of Common Stock. Such adjustment shall be made
                           whenever any such distribution is made, and shall
                           become effective on the date of distribution
                           retroactive to the record date for the determination
                           of stockholders entitled to receive such
                           distribution.

                   (c)     Reorganization, Mergers, Consolidations or Sales of
                           Assets.  At any time after the Company first issues
                           the Warrants and while any of the Warrants remain
                           outstanding, if there shall be a capital
                           reorganization of the Common Stock (other than a
                           subdivision, combination, reclassification, or
                           exchange of shares), or a merger or consolidation of
                           the Company with or into another Company, or the sale
                           of all or substantially all of the Company's assets
                           to any other person, then as a part of such
                           reorganization, merger, consolidation, or sale,
                           provision shall be made so that the holders of the
                           Warrants thereafter shall be entitled to receive upon
                           exercise of the Warrants, the number of shares of
                           Common Stock or other securities or property of the
                           Company, or of the successor Company resulting from
                           such merger or consolidation or sale, to which a
                           holder of Warrants deliverable upon exercise would
                           have been entitled on such capital reorganization,
                           merger, consolidation, or sale.

                   The provisions of this paragraph shall similarly apply to
                   successive consolidations, mergers, sales or conveyances. The
                   Warrant Agent shall be under no duty or responsibility to
                   determine the correctness of any provisions contained in any
                   such agreement relating either to the kind or amount of
                   shares of stock or other securities or property receivable
                   upon exercise of Warrants or with respect to the method
                   employed and provided therein for any adjustments.

         10.2      Adjustment to Exercise Price.  Except as otherwise provided
                   herein, whenever the number of Warrant Shares purchasable
                   upon the exercise of each Warrant is adjusted, as herein
                   provided, the Exercise Price payable upon exercise of each
                   Warrant in effect immediately prior to such adjustment, shall
                   be adjusted by multiplying such Exercise Price immediately
                   prior to such adjustment by a fraction, of which the
                   numerator shall be the number of Warrant Shares purchasable
                   upon the exercise of each Warrant immediately prior to such
                   adjustment, and of which the denominator shall be the number
                   of Warrant Shares so purchasable immediately thereafter.
<PAGE>
         10.3      Definitions and Recalculation of Exercise Price and Warrant
                   Shares.  For the purpose of this Agreement, the term "shares
                   of Common Stock" shall mean (i) the class of stock designated
                   as the Common Stock of the Company at the date of this
                   Agreement, or (ii) any other class of stock resulting from
                   successive changes or reclassification of such shares
                   consisting solely of changes in par value, or from par value
                   to no par value, or from no par value to par value. In the
                   event that at any time, as a result of an adjustment made
                   pursuant to the terms hereof, the Holders shall become
                   entitled to purchase any shares of the Company other than
                   shares of Common Stock, thereafter the number of such other
                   shares so purchasable upon exercise of each Warrant and the
                   Exercise Price of such shares shall be subject to adjustment
                   from time to time in a manner and on terms as nearly
                   equivalent as practicable to the provisions with respect to
                   the Warrant Shares contained in paragraphs 10.1(a) through
                   Section 10.1(c) and paragraph 10.2 above, and the provisions
                   of paragraphs 10.2 and 10.3 hereof, with respect to the
                   Warrant Shares, shall apply on like terms to any such other
                   shares.

                   For the purpose of any computation under this Agreement, or
                   otherwise set forth herein, the current market price per
                   share of Common Stock at any date shall be the average
                   closing bid price of the Common Stock (if then traded in the
                   over-the-counter market) or the average closing price of the
                   Common Stock (if then traded on any other national securities
                   exchange) for the five consecutive trading days ending the
                   day prior to the date as of which such computation is made.
                   If the Common Stock is not so listed or admitted to unlisted
                   trading privileges, or if bid or closing prices are not so
                   reported, the current market price per share shall be
                   determined in such reasonable manner as may be prescribed by
                   the Board of Directors of the Company, but in no event more
                   than the liquidation value of the Company divided by the
                   total number of shares of capital stock outstanding on a
                   fully diluted basis.

         10.4.     Notice of Adjustment.  Whenever the number of Warrant Shares
                   purchasable upon the exercise of each Warrant or the Exercise
                   Price of such Warrant Shares is adjusted, as herein provided,
                   the Company shall cause the Warrant Agent promptly to mail by
                   first class mail, postage prepaid, to each Holder notice of
                   such adjustment or adjustments, and shall deliver to the
                   Warrant Agent a certificate of a firm of independent public
                   accountants selected by the Board of Directors of the Company
                   (who may be the regular accountants employed by the Company)
                   setting forth the number of Warrant Shares purchasable upon
                   the exercise of each Warrant and the Exercise Price of such
                   Warrant Shares after such adjustment, setting forth a brief
<PAGE>
                   statement of the facts requiring such adjustment and setting
                   forth the computation by which such adjustment was made. Such
                   certificate shall be conclusive of the correctness of such
                   adjustment. The Warrant Agent shall be entitled to rely on
                   such certificate and shall be under no duty or responsibility
                   with respect to any such certificate, except to exhibit the
                   same, from time to time, to any Holder desiring an inspection
                   thereof during reasonable business hours. The Warrant Agent
                   shall not at any time be under any duty or responsibility to
                   any Holders to determine whether any facts exist which may
                   require any adjustment of the Exercise Price or the number of
                   Warrant Shares or other stock or property purchasable on
                   exercise thereof, or with respect to the nature or extent of
                   any such adjustment when made, or with respect to the method
                   employed in making such adjustment.

         10.5.     No Adjustment for Dividends.  Except as provided herein, no
                   adjustment in respect of any cash dividend shall be made
                   during the term of a Warrant or upon the exercise of a
                   Warrant.

         10.6.     Reduction of Exercise Price.  The Company shall have the
                   right to reduce the Exercise Price at any time upon thirty
                   days prior written notice to all Holders.

         10.7      Statement on Warrants.  Irrespective of any adjustments in
                   the Exercise Price or the number or kind of equity securities
                   purchasable upon the exercise of the Warrants, the Warrant
                   certificates issued pursuant to this Agreement may continue
                   to express the same price and number and kind of shares as
                   are stated in the Warrant certificates initially issuable
                   pursuant to this Agreement.

         10.8      Protective Provisions.  Notwithstanding anything contained
                   herein to the contrary, including but not limited to
                   paragraphs 10.1 through 10.3 above, so long as any of the
                   Warrants shall be outstanding, the Company shall not without
                   first obtaining the approval (by vote or written consent, as
                   provided by law) of the holders of at least two-thirds of the
                   total number of Warrants:

                   (i)     alter or change the rights, preferences or privileges
                           contained in the Warrants by way of reverse stock
                           split, reclassification, merger consolidation or
                           otherwise, so as to adversely affect in any manner
                           the rights of the Holder(s); notwithstanding the
                           effects of any reverse stock split, recapitalization,
                           or reincorporation which has the effect of reducing
                           the total number of issued and outstanding shares of
                           the Company's Common Stock, each Warrant shall
                           entitle the Holder to purchase one (1) Warrant Share
                           at an exercise Price not to exceed Five Dollars
                           ($5.00);

                   (ii)    create any new class of Warrants to purchase Common
                           Stock, or increase the authorized number of Warrants;
<PAGE>
                   (iii)   create any new class of shares having preferences
                           over or being on a parity with the Company's Common
                           Stock as presently constituted as to dividends or
                           assets, unless the purpose of creation of such class
                           is, and the proceeds to be derived from the sale and
                           issuance thereof are to be used for, the retirement
                           of all the Notes then outstanding;

                   (iv)    effect a merger, consolidation or reorganization of
                           the Company;

                   (v)     effect a sale or other transfer of all or
                           substantially all of the Company's assets;

                   (vi)    effect a sale of additional shares of the Company's
                           Common Stock so as to give a person or entity fifty
                           percent (50%) or greater voting control of the
                           Company;

                   (vii)   effect a purchase or redemption by the Company of its
                           capital stock except as provided herein;

                   (viii)  make a payment of a dividend or distribution from
                           funds legally available therefor;

                   (ix)    issue or sell any shares of Common Stock (other than
                           the Warrant Shares) without consideration or for a
                           consideration per share less than the Exercise Price
                           in effect immediately prior to the time of such issue
                           or sale, unless and except the Company forthwith upon
                           such issuance or sale, reduces the Exercise Price of
                           the Warrant Shares to a price (computed to the
                           nearest cent) determined by dividing (i) the sum of
<PAGE>
                           (x) the number of shares of Common Stock outstanding
                           immediately prior to such issue or sale multiplied by
                           the Exercise Price in effect immediately prior to
                           such issue or sale, and (y) the consideration, if
                           any, received by the Company upon such issue or sale,
                           by (ii) the total number of shares of Common Stock
                           outstanding immediately after such issue or sale.
                           For purposes of this subsection, the following
                           provisions (A) to (B) shall also be applicable:

                          (A) Options. In case the Company shall in any manner
                              grant any right to subscribe for or to purchase or
                              any option for the purchase of Common Stock
                              (collectively, "Rights") or any stock or other
                              securities convertible into or exchangeable for
                              Common Stock (such convertible or exchangeable
                              stock or securities being hereinafter referred to
                              as "Convertible Securities") other than the
                              Warrants, and the minimum price per share for
                              which Common Stock is issuable, pursuant to such
                              Rights or upon conversion or exchange of such
                              Convertible Securities (determined by dividing (i)
                              the total amount, if any, received or receivable
                              by the Company as consideration for the granting
                              of such Rights, plus the minimum aggregate amount
                              of additional consideration payable to the Company
                              upon the exercise of such Rights, plus, in the
                              case of such Convertible Securities, the minimum
                              aggregate amount of additional consideration, if
                              any, payable upon the conversion or exchange
                              thereof, by (ii) the total maximum number of
                              shares of Common Stock issuable pursuant to such
                              Rights or upon the conversion or exchange of the
                              total maximum amount of such Convertible
                              Securities issuable upon the exercise of such
                              Rights) shall be less than the Exercise Price in
                              effect immediately prior to the time of the
                              granting of such Rights, then the total maximum
                              number of shares of Common Stock issuable pursuant
                              to such Rights or upon conversion or exchange of
                              the total maximum amount of such Convertible
                              Securities issuable upon the exercise of such
                              Rights shall (as of the date of granting of such
                              Rights) be deemed to be outstanding and to have
                              been issued for said price per share as so
                              determined; provided, that no further adjustment
                              of the Exercise Price shall be made upon the
                              actual issue of Common Stock so deemed to have
                              been issued; and further provided, that, upon the
                              expiration of such Rights (including Rights to
                              convert or exchange or options to purchase), (a)
                              the number of shares of Common Stock deemed to
                              have been issued and outstanding by reason of the
                              fact that they were issuable pursuant to such
                              Rights (including Rights to convert or exchange)
                              that were not so issued, shall no longer be deemed
                              to be issued and outstanding, and (b) the Exercise
                              Price shall forthwith be adjusted to the price
                              which would have prevailed had all adjustments
                              been made on the basis of the issue only of the
                              shares of Common Stock actually issued upon the
                              exercise of such Rights or upon conversion or
                              exchange of such Convertible Securities.

                          (B) Convertible Securities. In case the Company shall
                              in any manner issue or sell any Convertible
                              Securities, and the minimum price per share for
                              which Common Stock is issuable upon conversion or
                              exchange of such Convertible Securities
                              (determined by dividing (i) the total amount
                              received or receivable by the Company as
                              consideration for the issue or sale of such
                              Convertible Securities, plus the minimum aggregate
                              amount of additional consideration, if any,
                              payable to the Company upon the conversion or
                              exchange thereof, by (ii) the total maximum number
                              of shares of Common Stock issuable upon the
                              conversion or exchange of all such Convertible
<PAGE>
                              Securities) shall be less than the Exercise Price
                              in effect immediately prior to the time of such
                              issue or sale, then the total maximum number of
                              shares of Common Stock issuable upon conversion or
                              exchange of all such Convertible Securities shall
                              (as of the date of the issue or sale of such
                              Convertible Securities) be deemed to be
                              outstanding and to have been issued for said price
                              per share as so determined; provided, that no
                              further adjustment of the Exercise Price shall be
                              made upon the actual issue of Common Stock so
                              deemed to have been issued; and further provided,
                              that if any such issue or sale of such Convertible
                              Securities is made upon exercise of any Rights
                              related to such Convertible Securities for which
                              an adjustment of the Exercise Price has been or is
                              to be made pursuant to other provisions of this
                              paragraph no further adjustment of the Exercise
                              Price shall be made by reason of such issue or
                              sale; and, further provided, that, upon the
                              termination of the right to convert or to exchange
                              such Convertible Securities for Common Stock, (a)
                              the number of shares of Common Stock deemed to
                              have been issued and outstanding by reason of the
                              fact that they were issuable upon conversion or
                              exchange of any such Convertible Securities, which
                              were not so issued, shall no longer be deemed to
                              be issued and outstanding, and (b) the Exercise
                              Price shall forthwith be adjusted to the price
                              which would have prevailed had all adjustments
                              been made on the basis of the issue only of the
                              shares of Common Stock actually issued upon
                              conversion or exchange of such Convertible
                              Securities.

                           Upon the happening of any of the above events,
                           namely, if the purchase price provided for any
                           Rights, option or warrant granted by the Company to
                           subscribe for or to purchase additional stock or
                           convertible securities,

                           or the additional consideration, if any, payable upon
                           the conversion or exchange of any Convertible
                           Securities, or the rate at which any Convertible
                           Securities are convertible into or exchangeable for
                           additional stock shall change in any manner and at
                           any time (other than under or by reason of provisions
                           designed to protect against dilution), the Exercise
                           Price in effect at the time of such event shall
                           forthwith be adjusted or re-adjusted to the Exercise
                           Price which would have been in effect at such time
                           had such Rights or Convertible Securities still
                           outstanding provided for such changed purchase price,
                           additional consideration or rate of conversion or
                           exchange, as the case may be, at the time initially
                           granted, issued or sold. On the expiration of any
                           Rights granted by the Company to subscribe for or to
                           purchase additional stock or Convertible Securities
                           or the termination of any right to convert or
                           exchange such Convertible Securities, the Exercise
                           Price then in effect hereunder shall forthwith be
                           adjusted to the Exercise Price which would have been
                           in effect at the time of such expiration or
                           termination had such Rights or Convertible
                           Securities, to the extent outstanding immediately
                           prior to such expiration or termination, never been
                           issued, and the additional stock issuable thereunder
                           shall be no longer deemed to be outstanding;

                   (x)     Determination of Issue Price. In case any shares
                           of Common Stock or convertible Securities or any
                           Rights to purchase any such stock or securities shall
                           be issued for cash the consideration received
                           therefor, before deducting therefrom any commission
                           or other expenses paid or incurred by the Company for
                           any underwriting of, or otherwise in connection with,
                           the issuance thereof, shall be deemed to be the
                           amount received by the Company therefor. In case any
                           shares of Common Stock or Convertible Securities or
                           any Rights to purchase any such stock or securities
                           shall be issued for a consideration part or all of
                           which


<PAGE>
                           shall be other than cash, then, for the purpose of
                           this paragraph, the Board of Directors of the Company
                           shall determine the fair value of such consideration,
                           irrespective of accounting treatment, and such Common
                           Stock, Convertible Securities or Rights shall be
                           deemed to have been issued for an amount of cash
                           equal to the value so determined by the Board of
                           Directors. The re-classification of securities other
                           than Common Stock into securities including Common
                           Stock shall be deemed to involve the issuance for a
                           consideration other than cash of such Common Stock
                           immediately prior to the close of business on the
                           date fixed for the determination of security holders
                           entitled to receive such Common Stock. In case any
                           shares of Common Stock or Convertible Securities or
                           any Rights to purchase any such stock or other
                           securities shall be issued together with other stock
                           or securities or other assets of the Company for a
                           consideration which includes both, the Board of
                           Directors of the Company shall determine what part of
                           the consideration so received is to be deemed to be
                           consideration for the issue of such shares of such
                           Common Stock, Convertible Securities or Rights.

                   (xi)    Determination of Date of Issue. In case the
                           Company shall take a record of the holders of any
                           Common Stock for the purpose of entitling them (i) to
                           receive a dividend or other distribution payable in
                           Common Stock or in Convertible Securities, or (ii)
                           Rights to subscribe for or purchase Common Stock or
                           Convertible Securities, then such record date shall
                           be deemed to be the date of the issue or sale of the
                           shares of Common Stock deemed to have been issued or
                           sold upon the declaration of such dividend or the
                           make of such other distribution or the date of the
                           granting of such right of subscription or purchase,
                           as the case may be.

                   (xii)   Treasury Shares. For the purpose of this
                           subsection shares of Common Stock at any relevant
                           time owned or held by, or for the account of, the
                           Company shall not be deemed outstanding.

11.      Expiration of Warrants

         All outstanding Warrants shall become void, and all Rights of the
         Holders thereof under this Agreement shall cease at the close of
         business on September 30, 2003.

12.      Fractional Shares

         The Company shall not be required to issue fractional Warrant Shares on
         the exercise of Warrants. The number of full Warrant Shares which shall
         be issuable upon the exercise of Warrants shall be computed on the
         basis of the aggregate number of Warrant Shares purchasable on exercise
         of the Warrant so presented. And, if the amount tendered by a holder of
         a Warrant is less than the full Exercise Price times the Warrants being
         exercised, the Company may return all of that portion of the Exercise
         Price which is deficient.

13.      No Rights as Stockholders; Notices to Holders

         Nothing contained in this Agreement or in any of the Warrants shall be
         construed as conferring upon the Holders of the Warrants, or their
         transferees, the right to vote or to receive dividends or to consent to
         or receive notice as stockholders in respect of any meeting of
         stockholders for the election of directors of the Company or any other
         matter, or any Rights whatsoever as stockholders of the Company. If,
         however, at any time prior to the expiration of the Warrants and prior
         to their exercise, any of the following events shall occur:

         (i)      the Company shall declare any dividend payable in any
                  securities upon its shares of Common Stock, or make any
                  distribution (other than a cash dividend) to the holders of
                  its shares of Common Stock; or

<PAGE>

         (ii)     the Company shall offer to the holders of its shares of
                  Common Stock any additional shares of Common Stock or
                  securities exercisable into shares of Common Stock or any
                  right to subscribe thereto; or

         (iii)    a dissolution, liquidation or winding up of the Company
                  (other than in connection with a consolidation, merger, or
                  sale of all or substantially all of its property, assets, and
                  business as an entirety) shall be proposed;

         then, in any one or more of said events, the Company shall (i) give
         notice in writing, as provided for herein, of such event to the Warrant
         Agent and the Holders as provided for herein; and (ii) cause notice of
         such event to be published once in one or more newspapers printed in
         the English language and in United States national circulation, such
         giving of notice and publication to be completed at least fifteen days
         prior to the date fixed as a record date or the date of closing the
         transfer books for the determination of the stockholders entitled to
         such dividend, distribution, or subscription Rights, or for the
         determination of stockholders entitled to vote on such proposed
         dissolution, liquidation or winding up. Such notice shall specify such
         record date or the date of closing the transfer books, as the case may
         be. Failure to publish or mail such notice or any defect therein or in
         the publication or mailing thereof shall not affect the validity of any
         action taken in connection with such dividend, distribution or
         subscription Rights, or proposed dissolution, liquidation or winding
         up.

14.      Disposition of Proceeds on Exercise of Warrants; Inspection of
         Warrant Agreement

         The Warrant Agent agrees to account promptly to the Company following
         the close of each calendar quarter with respect to Warrants exercised,
         and concurrently tender to the Company promptly any and all checks or
         drafts, and to wire transfer all monies received by the Warrant Agent
         for the purchase of the Warrant Shares through the exercise of such
         Warrants.

         The Company and the Warrant Agent shall each keep copies of this
         Agreement and any notices given or received hereunder available for
         inspection by the Holders during normal business hours at their
         principal offices. The Company shall supply the Warrant Agent from time
         to time with such numbers of copies of this Agreement as the Warrant
         Agent may request.

15.      Merger or Consolidation or Change of Warrant Agent

         Any corporation into which the Warrant Agent may be merged or with
         which it may be consolidated, or any corporation resulting from any
         merger or consolidation or sale of assets to which the Warrant Agent
         shall be a party, shall be the successor to the Warrant Agent hereunder
         without the execution or filing of any paper or any further act on the
         part of any of the parties hereto, provided that such corporation would
         be eligible for appointment as a successor Warrant Agent as provided
         herein. In case at the time such successor to the Warrant Agent shall
         succeed to the agency created by this Agreement, any of the Warrants
         shall have been countersigned but not delivered, any such successor to
         the Warrant Agent may adopt the countersignature of the original
         Warrant Agent and deliver such Warrants so countersigned; and in case
         at that time any of the Warrants shall not have been countersigned, any
         successor to the Warrant Agent may countersign such Warrants either in
         the name of the predecessor Warrant Agent or in the name of the
         successor Warrant Agent; and in all such cases Warrants shall have the
         full force provided in the Warrants and in this Agreement.

         In case at any time the name of the Warrant Agent shall be changed and
         at such time any of the Warrants shall have been countersigned but not
         delivered, the Warrant Agent may adopt the countersignatures under its
         prior name and deliver such Warrants so countersigned; and in case at
         that time any of the Warrants shall not have been countersigned, the
         Warrant Agent
<PAGE>
         may countersign such Warrants either in its prior name or in its
         changed name; and in all such cases such Warrants shall have the full
         force provided in the Warrants and in this Agreement.

16.      Concerning the Warrant Agent

         By its execution of this Agreement the Warrant Agent agrees to
         undertake the duties and obligations set forth herein upon the
         following terms and conditions, by all of which the Company, NuOasis
         and the Holders, by their acceptance of Warrants, shall be bound:

         16.1.    Correctness of Statements. The statements contained
                  herein and in the Warrants shall be taken as statements of the
                  Company and the Warrant Agent assumes no responsibility for
                  the correctness of any of the same except such as describe the
                  Warrant Agent or action taken by it. The Warrant Agent assumes
                  no responsibility with respect to the distribution of the
                  Warrants except as herein otherwise provided.

         16.2.    Breach of Covenants. The Warrant Agent shall not be
                  responsible for any failure of the Company to comply with the
                  covenants contained in this Agreement or in the Warrants to be
                  complied with by the Company.

         16.3.    Performance of Duties. The Warrant Agent may execute any
                  of the Rights or powers hereby vested in it or perform any
                  duty hereunder either itself or by or through its attorneys or
                  agents (which shall not include its employees).

         16.4.    Reliance on Counsel. The Warrant Agent may consult at
                  any time with legal counsel satisfactory to it (who may be
                  counsel for the Company), and the Warrant Agent shall incur no
                  liability or responsibility to the Company, NuOasis, or to any
                  Holder in respect of any action taken, suffered or omitted by
                  it hereunder in good faith and in accordance with the opinion
                  or the advice of such counsel.

         16.5.    Proof of Actions Taken. Whenever in the performance of
                  its duties under this Agreement the Warrant Agent shall deem
                  it necessary or desirable that any fact or matter be proved or
                  established by the Company prior to taking or suffering any
                  action hereunder, such fact or matter (unless other evidence
                  in respect thereof be herein specifically prescribed) may be
                  deemed conclusively to be proved and established by a
                  certificate signed by the Chairman of the Board, President and
                  Secretary or Assistant Secretary of the Company and delivered
                  to the Warrant Agent; and such certificate shall be full
                  authorization to the Warrant Agent for any action taken or
                  suffered in good faith by it under the provisions of this
                  Agreement in reliance upon such certificate.

         16.6.    Compensation. The Company agrees to pay the Warrant
                  Agent compensation for all services rendered by the Warrant
                  Agent in the performance of its duties under this Agreement;
                  to reimburse the Warrant Agent for all expenses, taxes and
                  governmental charges and other charges incurred by the Warrant
                  Agent in the performance of its duties under this Agreement in
                  accordance with a schedule of fees to be mutually agreed
                  between the Company and the Warrant Agent concurrently with
                  the execution hereof. The Company further agrees to indemnify
                  the Warrant Agent and hold it harmless against any and all
                  liabilities, including judgments, costs and actual counsel
                  fees, for anything done or omitted in good faith by the
                  Warrant Agent in the performance of its duties under this
                  Agreement except liabilities, including judgments, costs and
                  fees arising as a result of the Warrant Agent's negligence or
                  bad faith, to be agreed in writing between the parties
                  concurrently with the execution of this Agreement.
<PAGE>

         16.7.    Legal Proceedings. The Warrant Agent shall be under no
                  obligation to institute any action, suit or legal proceeding
                  or to take any other action likely to involve expense unless
                  the Company, NuOasis or one or more Holders shall furnish the
                  Warrant Agent with reasonable security and indemnity for any
                  costs and expenses which it may incur, but this provision
                  shall not affect the power of the Warrant Agent to take such
                  action as the Warrant Agent may consider proper, whether with
                  or without any such security or indemnity. All Rights of
                  action under this Agreement or under any of the Warrants may
                  be enforced by the Warrant Agent without the possession of any
                  of the Warrants or the production thereof at any trial or
                  other proceeding relative thereto, and any such action, suit
                  or proceeding instituted by the Warrant Agent shall be brought
                  in its name as Warrant Agent, and any recovery of judgment
                  shall be for the ratable benefit of the Holders, as their
                  respective Rights or interests may appear.

         16.8.    Other Transactions in Securities of Company. The Warrant
                  Agent and any stockholder, director, officer or employee of
                  the Warrant Agent may buy, sell or deal in any of the
                  Warrants, the Common Stock or other securities of the Company,
                  or hold a beneficial interest in any transaction in which the
                  Company may be interested, or otherwise act as fully and
                  freely as though it were not the Warrant Agent under this
                  Agreement. Nothing herein shall preclude the Warrant Agent
                  from acting in any other capacity for the Company or for any
                  other legal entity.

         16.9.    Liability of Warrant Agent. The Warrant Agent shall act
                  hereunder solely as agent, and its duties shall be determined
                  solely by the provisions thereof. The Warrant Agent shall not
                  be liable for anything which it may do or refrain from doing
                  in connection with this Agreement except for its own
                  negligence or bad faith.

         16.10.   Reliance on Documents. The Warrant Agent will not incur
                  any liability or responsibility to the Company, NuOasis or to
                  any Holder for any action taken in reliance on any notice,
                  resolution, waiver, consent, order, certificate, or other
                  paper, document or instrument reasonably believed by it to be
                  genuine and to have been signed, sent or presented by the
                  proper party or parties.

         16.11.   Validity of Agreement, etc. The Warrant Agent shall not
                  be under any responsibility in respect of the validity of this
                  Agreement or the execution and delivery hereof (except the due
                  execution hereof by the Warrant Agent) or in respect of the
                  validity or execution of any Warrant (except its
                  countersignature thereof) or in respect of the necessity or
                  the extent of any adjustment to the Exercise Price or the
                  number of Warrant Shares purchasable under a Warrant; nor
                  shall the Warrant Agent by any act hereunder be deemed to make
                  any representation or warranty as to the authorization,
                  reservation, value or registration under securities laws of
                  any Warrant Shares (or other stock) to be issued pursuant to
                  this Agreement or any Warrant, or as to whether any Warrant
                  Shares(or other stock) will, when issued, be validly issued,
                  fully paid and non-assessable, or as to the Exercise Price or
                  the number or amount of Warrant Shares or other securities or
                  other property issuable upon exercise of any Warrant or the
                  method employed in making any adjustment to the foregoing.

         16.12.   Instructions from Company. The Warrant Agent is hereby
                  authorized and directed to rely upon the resolutions adopted
                  by the Company concurrently with the execution hereof, and, in
                  the absence of written instructions signed by a majority of
                  the Company's Board of Directors from time to time, accept
                  instructions with respect to the performance of its duties
                  hereunder from the Chairman of the Board or the President when
                  countersigned by either the Secretary or Assistant Secretary
                  of the Company, and to apply to such officers, as the case may
                  be, for advice or instructions in connection with any conflict
                  as to its duties. The Warrant Agent shall not be liable for
                  any action taken or suffered to be taken by it in good faith
                  in
<PAGE>

                  accordance with instruction of any such officer or officers or
                  the attached resolutions, as the case may be.

17.      Change of Warrant Agent

         The Warrant Agent may resign and be discharged from all further duties
         and liabilities under this Agreement (except liabilities arising as a
         result of the Warrant Agent's own negligence or bad faith) by giving to
         the Company thirty days prior notice in writing. The Warrant Agent may
         be removed by like notice to the Warrant Agent from the Company. If the
         Warrant Agent shall resign or be removed or shall otherwise become
         incapable of acting, the Company shall appoint a successor to the
         Warrant Agent. If the Company shall fail to make such appointment
         within a period of thirty days after such removal or after it has been
         notified in writing of such resignation or incapacity by the resigning
         or incapacitated Warrant Agent or by any Holder (who shall with such
         notice submit his Warrant for inspection by the Company), then any
         Holder may apply to any court of competent jurisdiction for the
         appointment of a successor to the Warrant Agent. Any successor warrant
         agent, whether appointed by the Company or such a court, shall be a
         bank or trust company, in good standing, incorporated under the laws of
         the United States of America or any state thereof and having at the
         time of its appointment as warrant agent a combined capital and surplus
         of at least $50,000,000, or a stock transfer company. After acceptance
         in writing of such appointment is received by the Company, the
         successor warrant agent shall be vested with the same powers, Rights,
         duties and responsibilities as if it had been originally named as
         Warrant Agent without further act or deed; but the former Warrant Agent
         shall deliver and transfer to the successor warrant agent any property
         at the time held by it hereunder, and legally and validly execute and
         deliver any further assurance, conveyance, act or deed necessary for
         that purpose. Failure to file any notice provided for in this
         Agreement, however, or any defect therein, shall not affect the
         legality or validity of the resignation or removal of the Warrant Agent
         or the appointment of the successor warrant agent, as the case may be.
         In the event of such resignation or removal, the successor warrant
         agent shall mail by first class mail, postage prepaid, to each Holder,
         written notice of such resignation or removal and the name and address
         of such successor warrant agent.

18.      Identity of Transfer Agent

         Forthwith upon the appointment of any transfer agent other than the
         Company's Transfer Agent on the date hereof, subsequent to the date
         hereof, the Company will promptly notify the Warrant Agent in writing
         setting forth the name and address of such subsequent transfer agent.

19.      Notices

         Any notice pursuant to this Agreement, to the Warrant Agent, to the
         Company or NuOasis by the parties hereto or by any Holder, shall be in
         writing and shall be mailed first class, postage prepaid, or delivered
         concurrently (a) to the Company at its offices at 915 North Wells,
         Wendover, Nevada 89803, to the attention of the President, with copies
         to Law Offices of Richard O. Weed, Archer & Weed, 4695 MacArthur Court,
         Suite 530, Newport Beach, California 92660; (b) to NuOasis, 43
         Elizabeth Avenue, Box N-8680, Nassau, Bahamas, with copy to NuOasis
         Resorts Inc., 4001 So. Decatur Blvd, Las Vegas, Nevada 89103; and, (c)
         to the Warrant Agent as its address appears below. Each party hereto
         may from time to time change the address to which notices to it are to
         be delivered or mailed hereunder by notice in writing to the other
         party.

         Any notice mailed pursuant to this Agreement shall be in writing and
         shall be mailed first class, postage prepaid, or delivered to the
         Company, the Warrant Agent, NuOasis or such Holders, as the case may
         be, at their respective addresses in accordance to the records of the
         Warrant Agent.

<PAGE>

20.      Supplements and Amendments

         The Company and the Warrant Agent may from time to time supplement or
         amend this Agreement, in order to cure any ambiguity or to correct or
         supplement any provision contained herein which may be defective or
         inconsistent with any other provision herein, or to make any other
         provisions in regard to matters or questions arising hereunder which
         the Company and the Warrant Agent may deem necessary or desirable, and
         which shall not be inconsistent with the provisions of the Warrants and
         which shall not adversely affect the interests of NuOasis or the
         Holders; provided, however, that this Agreement shall not otherwise be
         supplemented or amended in any respect except with the consent in
         writing of NuOasis or the Holders of Warrants at the time of such
         proposed amendment, representing not less than 50% of the Warrants then
         outstanding; and provided further that no change in the number or
         nature of the securities purchasable upon the exercise of any Warrant,
         or the Exercise Price therefor shall be made without the consent in
         writing of NuOasis or the Holder of the certificate representing such
         Warrant, other than changes as are specifically prescribed by this
         Agreement as originally executed.

21.      Successors

         All the covenants and provisions of this Agreement by or for the
         benefit of the Company, NuOasis, or the Warrant Agent shall bind and
         inure to the benefit of their respective successors and assigns.

22.      Applicable Law

         This Agreement and each Warrant issued hereunder shall be governed by
         and construed in accordance with the laws of the State of Nevada,
         without giving effect to any principles of conflicts of law.

23.      Benefits of this Agreement

         Nothing in this Agreement shall be construed to give any person or
         corporation other than the Warrant Agent, the Company, Resorts, NuOasis
         and the Holders of the Warrants from time to time, any legal or
         equitable right, remedy or claim under this Agreement; this Agreement
         shall be for the sole and exclusive benefit of the Company, the Warrant
         Agent and the Holders of the Warrants.

24.      Counterparts

         This Agreement may be executed in any number of counterparts, and each
         of such counterparts shall for all purposes be deemed to be an
         original, and all such counterparts shall together constitute but one
         and the same instrument.

25.      Captions

         The captions of the paragraphs and subsections of this Agreement have
         been inserted for convenience only and shall have no substantive
         effect.
<PAGE>

26.      Termination

         This Agreement shall terminate at the close of business at 5:00 p.m.,
         Pacific Daylight Savings Time, September 30, 2003, or such earlier date
         upon which all Warrants have been exercised (the "Expiration Date")
         except as to Warrants exercised and postmarked prior to the Expiration
         Date but received by the Warrant Agent with the appropriate Exercise
         Price after the termination hereof.

                                 The "Company"
                                 Flexweight Corporation,
                                 a Kansas corporation



                                 By:     /s/ Fred G. Luke
                                 Name:       Fred G. Luke
                                 Title:      President

                                 "NuOasis"
                                 NuOasis International Inc.
                                 a corporation organized under the Commonwealth
                                 of the Bahamas



                                 By:     /s/ Theodora Savas
                                 Name:       Theodora Savas
                                 Title:      Assistant Secretary


                                 The "Warrant Agent"




                                 By:        Rick Weed
                                 Name:
                                 Title:

                                 Address:   4695 MacArthur Court, Suite 530
                                            Newport Beach, CA 92660