February 29, 1996



NuOASIS GAMING INC.
2 Park Plaza, Suite 470
Irvine, California  92714

     RE:  Engagement Letter and Fee Agreement for Investment Banking Services

Gentlemen:

     This letter  sets forth the  agreement  between  NuOasis  Gaming Inc.  (the
"Company") and Structure America,  Inc. ("SAI"),  concerning  investment banking
services rendered to the Company in conjunction with the evaluation of potential
business opportunities which can be acquired by the Company (the 'Services').

     Regarding  SAI's  services to the  Company,  SAI has been  responsible  for
introducing,  searching for, identifying,  qualifying and conducting preliminary
negotiations  with possible  business  opportunity  acquisitions  since April 1,
1994.  Such  potential  business   acquisitions  have  included  National  Pools
Corporation  ('NPC') and performing  other advisory  services for the Company at
the request of its Board of Directors.

     In return for the Services  rendered  through the date hereof,  which shall
also be inclusive of any fees due to SAI related to the  acquisition of NPC, the
Company agrees to pay to SAI the following consideration:

     1.   Two Hundred Fifty Thousand  (250,000)  shares of the Company's  common
          stock  (the  "Fee  Shares").  Such  shares  shall be  exempt  from any
          recapitalization  of the Company by way of a reverse  stock split,  or
          dilution  under any  offering or merger  effected by the Company for a
          period of twelve (12) months from the date hereof; and,

     2.   Reimbursement  of all costs  incurred  and  $5,000  per month of SAI's
          payroll/fee  obligation  on the  Company's  behalf  from April  1,1994
          through the date hereof; and,

     3.   Options to purchase One Million  (1,000,000) shares at $.20 per share,
          of the Company's  common stock (the "Option  Shares")  pursuant to the
          Option  Agreement  attached  hereto as  Exhibit  "A" and  incorporated
          herein by reference.

     Within  thirty (30) days of  execution of the  Agreement,  the Company will
include  the Fee  Shares  and  the  Option  Shares  in a Form  S-8  Registration
Statement  filed with the  Securities  and  Exchange  Commission.  In SAI's sole
discretion,  the Fee  Shares  may be issued in  reliance  upon  exemptions  from
registration provided by Section 4(2) of the Securities Act of 1933 (the "Act"),
Regulation D of the Act, and applicable state securities laws.

<PAGE>



NuOasis Gaming Inc.
February 29, 1996
Page 2

     The Company  agrees that it will  indemnify,  defend and hold  harmless SAI
from and against any loss or losses asserted against, resulting to, imposed upon
or  incurred or suffered by SAI,  directly  or  indirectly,  resulting  from any
dispute,  claim, or cause of action arising from the  transactions  contemplated
under the  Agreement or in any way connected to the providing of services to the
Company under this letter agreement.

     If the foregoing is agreeable,  please indicate your approval by dating and
signing below and returning an original copy to me.


Very truly yours,
STRUCTURE AMERICA, INC.



By:  /s/  Rocci Howe
-----------------------------
Name:     Rocci Howe



APPROVAL AND ACCEPTANCE:

     READ AND ACCEPTED this 29th day of February,  1996,  with an effective date
retroactive to the date services were first performed for the Company.

NuOASIS GAMING INC.



By:  /s/  Fred G. Luke
-----------------------------
Name:     Fred G. Luke