Exhibit "C"

                         REAL ESTATE PURCHASE AGREEMENT

PARTIES:  Oasis Fields, L.L.C. - Seller, a Nevada limited liability corporation,
          with  a mailing address of P. O. Box 4127 Ormond Beach, Florida 32175.

          Oasis  International Hotel & Casino, Inc. - Mortgage Holder, a
          Nevada  Corporation  with its offices  located at 268 West 400
          South, Suite 300, Salt Lake City, Utah 84101.

          Professional   Wrestling  Alliance   Corporation  -  Buyer,  a
          Delaware  corporation  wit its offices  located at 15962 Gault
          Street, Van Nuys, California 91406.

PROPERTY: 2.145 acres, designated as Parcel No. 2 as shown on the Parcel Map for
          Oasis  International  Hotel  and  Casino, Inc., filed in the office of
          the Elko County Recorder, Elko, Nevada, at file no. 433771, located in
          a  portion  of  Sections  2  and  3, Township 38 North, Range 66 East,
          M.D.B.&M.and as more specifically set forth in Exhibit "A" as attached
          hereto.

         Seller  agrees to sell to Buyer and Buyer agrees to buy from Seller the
property as set forth above and the Mortgage Holder agrees to release all claims
to the property upon the following terms and conditions:

         Price:            Total purchase price shall be one million two hundred
                           thousand  restricted  shares of the  common  stock of
                           Buyer for the property as described herein above, the
                           purchase price to be paid as provided for at the time
                           of closing.

         Payment:          The purchase price is to paid at closing, transfer of
                           one   million  two   hundred   thousand   (1,200,000)
                           restricted  shares of the common stock of Buyer shall
                           be  transferred  to the  Mortgage  Holder as full and
                           final payment of all sums owed to the Mortgage Holder
                           by the Seller..

DEPOSIT:  The parties shall deposit with an agreed and designated Escrow Holder,
all funds and instruments  necessary to complete the sale in accordance with the
terms hereof.

CLOSING: This transaction shall be closed on or before thirty days from the date
hereof,  or  thereafter  if extended by the  agreement of both  parties  hereto.
Closing shall occur when: (a) Buyer,  Seller and Mortgage Holder have signed and
delivered to an escrow/title company all documents required by this Contract, by
written escrow  instructions  and by applicable law; and (b) the monies required
to be paid  under  these  documents,  have been  delivered  to the  escrow/title
company in the form of cashier's check,  collected or cleared funds.  Seller and
Buyer  shall each pay  one-half  (1/2) of the  escrow  Closing  fees.  Taxes and
assessments  for the current year,  rents,  and interest on assumed  obligations
shall be prorated  as set forth in this  Section.  Prorations  set forth in this
Section shall be made as of the date of Closing.

POSSESSION: Buyer shall have right to possession upon closing.


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BROKER & AGENTS:  The Buyer  shall be liable to Melvin  Fields for a fee for his
services in arranging  this sale and transfer and shall  transfer to Mr.  Fields
one hundred twenty thousand shares of its common stock as compensation for those
services.

EVIDENCE  OF TITLE:  Seller  has,  or shall  have at  Closing,  fee title to the
Property  and agrees to convey  such title to Buyer by deed,  free of  financial
encumbrances as warranted herein.

SELLER'S  DISCLOSURES:  Seller  will  deliver  to  Buyer  the  following  Seller
Disclosures;  (a) a copy of all loan documents relating to any loan now existing
which will  encumber the Property  after  Closing;  and (b) a copy of all leases
affecting the Property not expiring  prior to Closing.  Seller agrees to pay any
title commitment cancellation charges.

GENERAL  CONTINGENCIES:  Buyer's  approval of the content of items referenced in
Seller's  Disclosures  and Buyer's  inspection of the Property.  Any  inspection
shall be paid for by Buyer and shall be  conducted by an  individual/company  of
Buyer's  choice.  Seller agrees to fully  cooperate  with such  inspection and a
walk-though inspection of the Property as reasonably requested by the Buyer.

         Buyer  shall have 5 days  after  receipt  of the  content  of  Seller's
Disclosures  to determine,  if, in Buyer's sole  discretion,  the content of all
Seller Disclosures is acceptable.

         If Buyer does not  deliver a written  objection  to Seller  regarding a
Seller  Disclosure or the Property  Inspection  within the time provided  above,
that document or inspection will be deemed approved or waived by Buyer.

         If Buyer  objects,  Buyer and Seller shall have 10 calendar  days after
receipt of the objections to resolve Buyer's  objections.  Seller may, but shall
not be required to, resolve Buyer's  objections.  If Buyer's  objections are not
resolved within the 10 calendar days,  Buyer may void this Contract by providing
written  notice to Seller within the same 10 calendar  days. If this contract is
not voided by Buyer,  Buyer's objection is deemed to have been waived.  However,
this waiver does not affect any other matters warranted by Seller.

CHANGES DURING TRANSACTION: Seller agrees that no changes in any existing leases
shall be made, no new leases  entered into,  and no  substantial  alterations or
improvements  to the Property  shall be made or  undertaken  without the written
consent of the Buyer.

AUTHORITY OF SIGNERS: The persons executing this Contact on behalf of the Buyer,
Mortgage  Holder and the Seller warrant that each has the authority to do so and
to bind the named Buyer, Mortgage Holder and Seller corporations.

COMPLETE  CONTRACT:  This  instrument  together  with its addenda,  any attached
exhibits, and Disclosures constitute the entire Contract between the parties and
supersedes  and  replaces  any  and  all  prior  negotiations,  representations,
warranties,  understandings,  term sheets or contracts between the parties. This
Contract cannot be changed except by written agreement of the parties.

DISPUTE RESOLUTION: The parties agree that any dispute or claim relating to this
Contract,  including  but not  limited  to the  breach  or  termination  of this
Contract, or the services related to this transaction,  shall first be submitted
to  mediation  in  accordance  with  the  Rules  of  the  American   Arbitration
Association.  Disputes shall include  representations  made by the parties,  any
broker  or other  person  or  entity  in  connection  with the  sale,  purchase,
financing,  condition  or other  aspect of the  Property to which this  Contract
pertains,   including   without   limitation,    allegations   of   concealment,
misrepresentation, negligence and/or fraud.

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Each party agrees to bear its own costs of mediation.  Any  agreement  signed by
the parties pursuant to the mediation shall be binding.  If mediation fails, the
procedures  applicable and remedies  available  under this Contract shall apply.
Nothing  in this  paragraph  shall  prohibit  any party from  seeking  emergency
equitable relief pending mediation.  The parties agree that mediation under this
paragraph is not mandatory, but is optional upon agreement of all parties.

DEFAULT: If Buyer defaults,  Seller may elect to either retain any payments made
as liquidated damages or to return any Deposit and sue Buyer to enforce Seller's
rights.  If Seller defaults,  Buyer is entitled to the return of any payments or
to sue Seller to enforce Buyer's rights. If Mortgage Holder defaults,  Buyer and
Seller are  entitled to the return of anything  placed in escrow and to void the
terms of this  agreement.  Where a section of this Contract  provides a specific
remedy,  the parties  intend that the remedy  shall be exclusive  regardless  of
rights which might otherwise be available under common law.

ATTORNEY'S  FEES: In any action  arising out of this  Contract,  the  prevailing
party shall be entitled to costs and reasonable attorney's fees.

APPLICABLE  LAW AND VENUE  DESIGNATION:  The  parties  agree that the Law of the
State of Nevada shall apply to any issue  arising  under this  Agreement and the
parties  further  agree and stipulate  that the Courts  located in the County of
Elko,  Nevada have  jurisdiction to hear and rule upon any dispute arising under
this Agreement.

ABROGATION:  Except for express warranties made in this Contract, the provisions
of this Contract shall not apply after Closing.

RISK OF  LOSS:  All risk of loss or  damage  to the  Property  shall be borne by
Seller until Closing.

TIME IS OF THE ESSENCE:  Time is of the essence regarding the dates set forth in
this  transaction.  Extensions  must be agreed to in writing and by all parties.
Performance under each section and paragraph of this Contract which references a
date shall be required absolutely by 5:00 p.m. Pacific Time on the stated date.

ZONING:  The parties  agree to cooperate  in the zoning of any of the  property,
including  the  development  of a master  plan for the  area in  support  of any
application by either party for zoning change applications.

HEADINGS  AND  CAPTIONS:  The  headings or captions of  paragraphs  are included
solely for convenience.  If a conflict exists between any heading or caption and
the text of this Agreement, the text shall control.

SEVERABILITY: If any of the terms or provisions of this Agreement are determined
to be invalid,  such invalid  term or  provision  shall not affect or impair the
remainder of this Agreement, but such remainder shall continue in full force and
effect to the same  extent as though  the  invalid  term or  provision  were not
contained herein.

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EXECUTION  IN  COUNTERPARTS:  This  Agreement  may be  executed  in two or  more
counterparts, each of which may be executed by one of the parties, with the same
force and effect as though all of the parties  executing such  counterparts have
executed but one instrument.

FACSIMILE  (FAX)  DOCUMENTS:  Facsimile  transmission  of  any  signed  original
document, and retransmission of any signed facsimile transmission,  shall be the
same as delivery of an original.

SUCCESSORS AND ASSIGNS:  This  Agreement  shall be binding upon and inure to the
benefit  of the  parties  and their  respective  heirs,  legal  representatives,
successors and permitted assigns.

ACCEPTANCE:  Acceptance occurs when Seller or Buyer,  responding to any offer or
counteroffer,  (if any) (a) signs the offer or counter  where  noted to indicate
acceptance;  and (b)  communicates to the other party or the other party's agent
that the offer or counteroffer has been signed as required.

OASIS FIELDS L.L.C.
SELLER'S SIGNATURE:

                                    By:   /s/                          Date:
                                         --------------------------------
                                         Print name and Title

OASIS INTERNATIONAL HOTEL & CASINO, INC.
MORTGAGE HOLDER'S SIGNATURE:

                                    By:   /s/                          Date:
                                         --------------------------------
                                         Print name and Title

PROFESSIONAL WRESTLING ALLIANCE CORPORATON

BUYER'S SIGNATURE:

                                    By:  /s/                          Date:
                                         --------------------------------
                                         Print name and Title



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                                   EXHIBIT "A"
                            REAL PROPERTY DESCRIPTION

         Real property located in the County of Elko, State of Nevada, described
as follows:

TRACT:

     Parcel  No. 2, as shown on Parcel  Map for  OASIS  INTERNATIONAL  HOTEL and
     CASINO,  INC., filed in the office of the County Recorder of Elko County on
     October 15, 1998,  as File NO.  433771,  located in a portion of Section 2,
     Township 38 North, Range 66 East, M.D.B. & M.

     EXCEPTING  THEREFROM that portion of said land, as reserved by the State of
     Nevada, in deed recorded July 18, 1950, in Book 58, Page 287, Deed Records,
     Elko County, Nevada.

     FURTHER EXCEPTING  THEREFROM all oil and gas, in the land so patented,  and
     to it or person  authorized  by it,  the right to  prospect  for,  mine and
     remove  deposits  from the same upon  compliance  with the  conditions  and
     subject to the provisions and  limitations of the Act of July 17, 1914, (38
     Stat.  509), as reserved by the UNITED STATES OF AMERICA,  in deed recorded
     December 13, 1966,  in Book 76, Page 684,  Official  Records,  Elko County,
     Nevada.








                                                                     EXHIBIT "A"
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