JOHN D. DESBROW
                                 ATTORNEY AT LAW
                             2 PARK PLAZA, SUITE 470
                            IRVINE, CALIFORNIA 92714
                     TEL: (714) 833-2094 FAX: (714) 833-7854



                                 April 16, 1996



NuOasis Gaming, Inc.
2 Park Plaza, Suite 470
Irvine, California  92714

         RE:      Second Addendum to and Renewal of Consulting Agreement

Gentlemen:

     This  letter  will  serve  as the  Second  Addendum  to  the  undersigned's
Consulting  Agreement dated November 22, 1994 (the "Consulting  Agreement") with
NuOasis Gaming,  Inc., formerly E.N. Phillips Company (the "Company").  Pursuant
to  Paragraph  3 of the  Consulting  Agreement,  the  Company  agrees  that  the
Consulting  Agreement will be renewed for an additional twelve months commencing
April 1, 1996 (the  "Renewal  Term") with an increase in the Base Fee to $75,000
for the Renewal Term.

     Nona Morelli's II, Inc. ("Nona"),  the Company's parent,  agrees to include
in a Form S-8  Registration  Statement  at its expense  30,000  shares of Nona's
common stock, the net proceeds of which are to be credited in the  undersigned's
invoices to the Company against the Base Fee for the Renewal Term.

     STOCK OPTION.  As an additional  inducement to render  services  during the
Renewal Term from April 1, 1996 to March 31, 1997, the Company hereby grants the
undersigned  an option to purchase Two Hundred  Seventy Five Thousand  (275,000)
shares of common  stock of the Company (the  "Option  Shares")  with such option
exercisable at $.12 per share as soon as the Company has  sufficient  authorized
shares to permit exercise. The Company agrees to execute a separate Stock Option
Agreement as soon as practicable. In the event of any change in the common stock
of the Company by reason of stock dividends, forward stock splits, reverse stock
splits,  spin-offs,  mergers,  recapitalizations,   combinations,   conversions,
exchanges of shares or the like or the issuance of shares of common stock or any
class of securities directly or indirectly  convertible into or exchangeable for
common stock after the date hereof, the number and kind of shares subject to the
option shall be  appropriately  adjusted so that the  undersigned  will have the
right to acquire the same equity percentage in the Company as he had immediately
before the event.

     The  Company  will  register  the Option  Shares  with the  Securities  and
Exchange Commission on a Form S-8 or other applicable  registration statement as
soon as the Company has sufficient authorized shares to permit exercise.  Option
Shares  issued  prior  to  registration  will be done  so  only in  reliance  on
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.
Such  issuance  shall be in reliance on  representations  and  warranties of the
undersigned set forth in the Consulting Agreement, to be updated upon exercise.

<PAGE>



April 16, 1996
NuOasis Gaming, Inc.
Page 2

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

                                        Very truly yours,



                                        /s/  John D. Desbrow
                                        ---------------------------------------
                                             John D. Desbrow

APPROVAL AND ACCEPTANCE

     READ AND ACCEPTED  THIS 16th day of April,  1996,  with an  effective  date
retroactive to April 1, 1996.

NUOASIS GAMING, INC.                    NONA MORELLI'S II, INC.



By:  /s/  Fred G. Luke                  By:  /s/  Fred G. Luke
   --------------------------              -----------------------------------
Name:     Fred G. Luke                  Name:     Fred G. Luke
Title:    President                     Title:    Chief Executive Officer